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Articles of Association
 
 
Article 1   NAME, REGISTERED OFFICE AND DURATION


1. The Association\'s name is THE DUTCH CHINESE CHAMBER OF COMMERCE ASSOCIATION (in Chinese: He Lan Zhong Guo Shang Hui).
2. The Association has its registered office in the Hague.
3. The Association has been formed for an indefinite period of time.

Article 2   OBJECTS


The Association\'s objects are:
A. to promote the relationship and co-operation between the Netherlands and the People\'s Republic of China in the fields of economic, social, cultural and scientific issues;
B. to undertake any other action as may be directly or indirectly relating or conductive to attaining the Association\'s objects, all of this in the broadest sense of the terms.


Article 3  MEANS


The Association shall endeavour to attain its objects by:
A. providing services to persons, company\'s, public and semi-public body\'s and other institutions from respectively the Netherlands and the People\'s Republic of China, who want to maintain contact with respectively the Netherlands and People\'s Republic of China;
B. exchanging delegations and individual representatives from The People\'s Republic of China and the Netherlands;
C. collecting, administrating and providing information in the field of economic, social, cultural and scientific nature, which can be of importance for the above mentioned parties;
D. and by any such other lawful means as may be conductive to attaining the Association\'s objects, all of this in the broadest sense of the terms.

Article 4  FINANCES


The Association\'s income shall consist of :
a. membership fees, which shall be determined by the General Meeting. For that purpose, members may be classified into categories, each of which shall be assigned a different fee;
b. entry fees;
c. grants, donations and other contributions. either from the government or otherwise;
d. gifts, inheritances and legacies;
e. fees for services rendered and accrued interest on funds;
f.  all other income and monies received.
The Treasurer shall keep a record of all of the Association\'s financial transactions.

Article 5  MEMBERSHIP


1.The Association shall have:
a. honorary members;
b. members:
2.Honorary members shall be those who have been so appointed by the General Meeting of Members because of their exceptional services to the Association.
3.Members shall be those who have been so admitted in accordance with these Articles. Membership shall be open to natural persons as well as legal entities.
4.If in these Articles will be spoken about "member", "members" or "membership", shall be meant natural persons and legal entities , unless it is explicitly mentioned otherwise or the opposite turns out of the context.
5.Members and benefactors shall have no rights and obligations other than those conferred or imposed upon them under or pursuant to these Articles.

Article 6  COMMENCEMENT OF MEMBERSHIP

1.Honorary members shall be appointed by the General Meeting of Members.
2.The Governing Board shall decide on the admission of members. If membership is refused by the Governing Board, the General Meeting of Members may nevertheless decide in favor of admission.
3.The Governing Board shall keep a register in which the particulars about the Association\'s members, honorary members and benefactors shall be recorded.

Article 7  END OF MEMBERSHIP

1.Membership shall terminate by :
a. death of the member/natural person or dissolution of the member/legal entity;
b. notice of  termination by the member;
     c  notice of termination by the Association;
d. expulsion.
2. Membership may only be terminated by a member as of the end of the Association\'s financial year at a minimum of four weeks\' notice . Notice must be given in writing and addressed to the Association\'s Secretary, who shall send written confirmation of the notice within eight days of receipt. If  notice is not given on time, membership shall continue until the end of the next financial year, unless the Governing Board decides otherwise or the member cannot be reasonably required to continue membership.
Immediate termination of membership by a member giving notice shall also be possible:
a. within one month after a decision restricting members\' rights or increasing their obligations has come to the attention of or has been communicated to the member; in that case, the decision shall not apply to the member. A member may, however, not give notice with a view to excluding himself from a decision whereby member\'s financial obligations are increased;
b. within one month of the member being notified of a decision to convert the Association into a different legal form or to effect a merger.
3. Membership may be terminated on the Association\'s behalf by the Governing Board as of the end of the Association\'s financial year at a minimum of four weeks\' notice, if a member after repeated written requests fails to fully satisfy his monetary obligations towards the Association within six months, or if a member ceases to comply with any such membership requirements as may at any time be imposed on him under the Articles. Notice must be given in writing and set out the reasons for the termination.
Notice given on behalf of the Association may result in immediate termination of membership if the Association cannot reasonably be required to continue such membership.
4. A decision to expel a member may be taken only if the member has acted contrary to the Articles, regulations or resolutions of the association or has unreasonably prejudiced the Association. The Governing Board shall decide on the expulsion and notify the member concerned of its decision and the reasons therefore as soon as possible. The member shall be entitled to  appeal to the General Meeting of Members within  one month of receiving the notification. Pending appeal, the member shall be suspended.
5. If membership ends in the course of a financial year, for whatever reason or cause, the annual membership fee shall nevertheless remain payable in full, unless the Governing Board decides otherwis
e.

Article 8  GOVERNING BOARD

1. The Governing Board shall consist of a minimum of three natural persons of age, who shall be appointed by the General Meeting of Members. 
  Natural persons exclusively can be appointed as a member of the Governing Board.

2. Governing Board members shall be appointed for  a period of three years; the Governing Board shall elect from its midst a Management Board which shall consist of at least three members, including a Chairman, Secretary and Treasurer, except for the first Governing Board , whose members shall be assigned their titles by the General Meeting of Members. The positions as Secretary and Treasurer may be held by one and the same person. The Governing Board draw up a resignation roster.

3. Governing Board members may be dismissed or suspended at any time by the General Meeting of Members. Any such suspension which is not followed by a dismissal resolution within three months shall end upon expiry of that period.
      A resolution to suspend or dismiss Governing Board members shall require a three-fourths\' majority of the votes validly cast at a General Meeting of Members.

4. Reinstatement of suspended or dismissed Governing Board members by the courts shall not be possible.

5. If any vacancy arises in the Governing Board, the remaining Board member(s)shall, regardless of the cause of the vacancy(ices), nevertheless continue to comprise a lawful Governing Board, without prejudice to Article 11(2).

6. The General Meeting of Members shall subsequently decide on the manner in which the vacancy(ies) is (are) to be filled.

7. Resigning Board members shall immediately be eligible for re-appointment for a second period of three years, and shall be considered re-appointed if they file their candidacy.
    A resolution for  re-appointing a Board member for a third period of three years shall require a three-fourths\' majority of the votes validly cast at a General Meeting of Members.

Article 9  MEETINGS OF THE GOVERNING BOARD AND BOARD RESOLUTIONS

1. Governing Board meetings shall be held as often as the Chairman deems necessary or whenever two other Board member(s) has (have) sent the Chairman a written request for a meeting, along with a precise account of the items to be discussed.

2. The internal rules and regulations may contain the notice requirements for Board meetings procedural rules as well as provisions for the attendance of meetings by persons other than Board members.

3. Resolutions may be lawfully adopted on any item on the agenda provided that they are adopted by a unanimous vote at a meeting where all Governing Board members are present or represented, even if the requirements for convening and conducting the meeting as prescribed by these Articles or the internal rules and regulations have not been complied with.

4. The meetings shall be chaired by the Chairman of the Governing Board. If he or she is absent, the meeting shall appoint a Chairman from its midst.

5. Minutes shall be taken of thee business transacted at the meeting either bythe Secretary or by one of the other persons present and appointed for that purpose by the Chairman. The minutes shall be confirmed and signed by the persons acting ass Chairman and as Secretary at the relevant meeting.

6. The Governing Board may pass valid resolutions at its meeting only if a majority of the Board members are present or represented at that meeting. Governing Board members may have themselves represented at a meeting by another Board member by proxy, provided that the Chairman of the meeting considers such proxy to be sufficient. A Board member may act as proxy for onlyone Board member at a time.

7. The Governing Board may also pass resolutions outside a meeting, provided that all Board members have declared in writing (including by telegraph, telex or facsimile) that they are in favour of the relevant motion. TheSecretary shall draw up a report of the resolution so passed and, adding the notices filed by the Board members, attach it to the minutes after the report has been co-signed by the Chairman.

8. Every Governing Board member shall be entitled to cast one vote. Board resolutions shall be passed by an absolute majority of the votes validly cast, unless these Articles prescribe a greater majority.
   In the event of a draw at a vote, the proposal shall be deemed to have been rejected.

9. Votes with respect to the election of persons shall be cast by means of unsigned folded ballot papers. Absentee ballots shall be void.

10. Motions other than for the election of persons shall be voted on orally unless, before the votes are cast, the Chairman of the meeting or any of the persons entitled to vote requests that the vote be taken in the form of a ballot.

11. All disputes over votes shall be resolved by the Chairman of the meeting except where these Articles provide for another means of resolving the dispute.

Article 10  DUTIES OF THE GOVERNING BOARD/MANAGING BOARD

1. Subject to the restrictions set forth in these Articles, the Governing Board shall be in charge of running the Association; to this purpose it shall delegate the day to day management to the Management Board and make specific internal rules to regulate its authorities which can be amended or withdrawn by the Governing Board at all times.
2. The Governing Board may set up committees to perform special assignments. The Governing Board may delegate specified powers to a committee in connection with such assignment.
3. The Governing Board shall not be authorized to enter into agreements whereby the Association acquires, disposes of or encumbers registered property, acts as guarantor or as joint and several co-debtor, or otherwise binds itself jointly and severally in addition to or on behalf of a third party, or provides security for the debt of a third party.

Article 11  REPRESENTATIVE AUTHORITY

1. the Governing Board shall represent the Association in court and otherwise.

2. The authority to represent the Association shall also be vested in two Governing Board members acting jointly, more specifically the Chairman, together with the Secretary or the Treasurer.

3. The provisions governing the authority to conclude the agreements referred to in Article 10(3) shall extend to the authority to represent the Association in respect of those agreements.

4. A Governing Board member may grant a written power of attorney to any of the other members to (co-)represent the Association within the limits of that power.

Articles 12  GENERAL MEETING OF MEMBERS

1. All powers which are not vested in the Governing Board by the law or these Articles shall be vested in the General Meeting of Members.

2. At least one General Meeting of Members shall be held every year (the "annual meeting"), within six months of the end of the Association\'s financial year.

3. At the annual meeting, the Governing Board shall give an account of the policies pursued in the past year, and shall submit for approval by the meeting the balance sheet, profit-and -loss account and explanatory notes for the past financial year (the "annual accounts"). The annual accounts must be signed by all members of the Governing Board. If the signature of one of them is missing, this fact shall be stated and justified.

4. The annual accounts must be approved by the annual meeting by an absolute majority of the votes validly cast. Approval shall release the Governing Board of all liability for the management in the past financial year as shown in the annual accounts.

5. The annual meeting shall appoint new Governing Board members and may set up a committee consisting of a minimum of two persons who are not Governing Board members (the "financial committee"). The financial committee shall report on the financial management conducted by the Governing Board at the next annual meeting.

6. The Governing Board shall be obliged to provide the financial committee with any such information as the committee any require and shall grant the committee access to the accounts and records of the Association.

7. General Meetings of Members shall be held as often as the Governing Board may deem necessary or whenever one-tenth of the members entitled to vote have sent the Governing Board or written request for a meeting,along with a precise account of the items to be discussed.

8. In the latter case, the Governing Board shall convene a General Meeting of Members within four weeks of the submission of the request. If the Governing Board fails to do so, the members who filed the request shall be entitled to call the meeting themselves, with due observance of the provisions of Article 12(9).

9. General Meetings of Members shall be convened by the Governing Board at a minimum of fourteen days\' notice. The convening notice shall be in writing and specify the place and time of the meeting as well as the issues on the agenda, and shall be directed to all members at the addresses recorded in the members\' register.

10. Resolutions may be lawfully adopted on any item on the agenda provided that they are adopted by a unanimous vote at a General Meeting of Members where all of the Association\'s members are present or represented, even if the requirements for convening and conducting the meeting as prescribed by these Articles have not been compiled with.

11. The General Meetings of Members shall be chaired by the Chairman of the Governing Board; if he or she is absent, the meeting shall elect a Chairman from its midst.

12. The Secretary or a person appointed by the Secretary shall take minutes of the business transacted at each General Meeting of Members. The minutes shall be adopted in such a manner as shall be described in theinternal rules and regulations.

13. The internal rules and regulations may contain more detailed provisions governing the General Meetings of Members.
 

Article 13  ADMISSION TO THE GENERAL MEETING OF MEMBERS; VOTING RIGHT

1. General Meetings of Members may be attended by all members of the Association, the Governing Board members who are not members of the Association, and all benefactors.
Members and Governing Board members who are suspended shall not have access to General Meetings of Members, on the understanding that a suspended member shall be permitted to attend the meeting at which the resolution to suspend him shall be discussed. The suspended member shall also have the right to take the floor during that meeting.

2. Every member of the Association shall have the right to cast one vote at the General Meeting of Members.

3. A member may grant a written proxy to any of the other members to cast his vote.

4. Honorary members may cast advisory votes.

5. Admission of non-members shall require a resolution by the General Meeting of Members.

Article 14  DECISION-MAKING PROCESS AT GENERAL MEETINGS OF MEMBERS

1. All resolutions passed at a General Meeting of Members shall require a simple majority of votes unless these Articles or the law provides otherwise.

2. Motions on items other than the election of persons shall be voted on orally; votes for the election of persons shall be cast in writing.

3. Abstention votes and invalid votes shall not be counted. If the votes on motions other than the election of persons are equally divided, the motion shall be considered rejected.
If the votes cast in a ballot for the election of persons are equally divided, the election shall be decided by lot.

4. All disputes over votes shall be resolved by the Chairman of the meeting except where these Articles provide for a resolution of the dispute.

5. If the Chairman\'s view is , however, challenged immediately after it is expressed, a new vote shall be taken when the majority of themeeting so requires or, if the original vote was not by call or ballot, when one person present and entitled to vote so requires. The new vote shall nullify the legal effects of the original vote.
 

Article 15  ASSOCIATION\'S FINANCIAL YEAR

The financial year is same to the calendar year.

Article 16  Internal Regulations

1. The Governing Board may adopt internal rules and regulations regulating all issues which require regulation pursuant to these Articles, or which may prove to require regulation on any other basis.

2. The internal rules and regulations may not violate the law or these Articles.

3. Article 19 and 20 shall also apply to the adoption, amendment and revocation of the internal rules and regulations.

Article 17  MANAGING DIRECTOR AND STAFF

1. The Governing Board may appoint one (or more) managing director(s) to manage the Association and grant such director(s) any such titles as the Board sees fit.

2. The managing director(s) shall be charged with the assignments appointed to him by the Governing Board.

3. The other staff may be appointed by the Governing Board on the recommendation of the managing director(s).

4. The remuneration, terms and conditions of employment and instructions for the managing director(s) shall be determined and issued by the Governing Board.
The remuneration, terms and conditions of employment, and instructions for the other staff may be determined and issued by the Governing Board on the unanimous recommendation of the managing director(s).

5. The managing director(s)may be suspended or dismissed by the Governing Board with due observance of the provisions contained in their employment contracts or instructions or, if no such provisions have been made, in accordance with the relevant rules of law.

6. The other staff may be suspended or dismissed by the Governing board on the unanimous recommendation of the managing director(s), with due observance of the provisions contained in their employment contracts or instructions or, if no such provisions have been made, in accordance with the relevant rules or law.

7. The managing director(s) shall be accountable to the Governing Board. The other staff shall be accountable to the managing director(s). The managing director(s) shall be authorized to attend Governing Board meetings.

8. The Governing Board shall be obliged to obtain the advice of the managing director(s) in policy matters concerning the Association\'s advisory function.

9. The managing director(s) must in any case be consulted in policy matters, including the budget, the draft annual accounts, any amendment to the Articles or liquidation.

Article 18  ADVISORY BOARD

The Governing Board shall appoint an Advisory Board with a minimum of three members, which shall assist and advice the Governing Board on all issues that the Governing Board shall identify. The members of the Advisory Board do not need to be members but shall have a pre-eminent position in the Dutch or Chinese community.
Further provisions with respect to this Advisory Board will be determined in internal rules and regulations to be adopted by the General Meeting of Members.

Article 19  AMENDMENTS TO THE ARTICLES

1. Any amendment to the Association\'s Articles shall require a resolution of the General Meeting of Members, on the understanding that the convening notice must announce that a motion to amend shall be tabled at that meeting. Convocation must take place in the manner specified in Article 12 of these Articles.

2. A resolution to amend the Association\'s Articles shall require at least a two-third\'s majority of the votes validly cast at a specially-convened General Meeting of Members at which a minimum of four-fifths\' of the total number of members entitled to vote must be present or represented. If no such quorum is present, a second meeting shall be convened within one month, but not earlier than eight days of the initial meeting. At the second meeting, the resolution to amend the Articles may be passed by a two-thirds\' majority of the votes validly cast, regardless of the number of members present or represented at the meeting.

3. An amendment to the Articles shall not be effective until a notarial deed containing the amendment has been drawn up. Every member of the Governing Board shall be authorised to have such a deed drawn up and executed by a civil-law notary. The Governing Board members shall be obliged to file an authentic copy of the amendment, as well as a copy of the amended Articles, with the Public Register of Association [openbare verenigingenregister] kept by the Chamber of Commerce and Industry of the district where the Association\'s registered office is situated.

Article 20  DISSOLUTION AND LIQUIDATION

1. A resolution to dissolve the Association shall require a two-thirds\' majority of the votes validly cast at a specially-convened General Meeting of Members at which a minimum of four-fifths\' of the members entitled to vote are present or represented. The provisions of Article 19(1) and (2) shall apply to the convocation of that meeting and the motion proposed to be adopted at the meeting.

2. The Association shall continue to exist after its dissolution if such is necessary to liquidate its assets and liabilities.

3. The liquidation shall be carried out by the Governing Board.

4. The liquidators shall be governed by the provisions relating to the appointment, suspension, dismissal and supervision of Governing Board members. The liquidators shall have the same powers, duties and liabilities as Governing Board members in so far as they are compatible with the liquidators\' tasks.

5. the liquidators shall ensure that the Association\'s dissolution as well as the personal particulars of the liquidators are entered in the register referred to in Article 19(3).

6. The liquidators shall distribute the surplus assets remaining after the Association\'s creditors have been paid among the person(s) designated by the General meeting of Members, or else to the Association\'s members.

7. The Association shall cease to exist when either the Association or the liquidators establish that the Association no longer has any assets. The liguidators shall ensure that such fact is entered in the register referred to in Article 19(3).

8. After the liquidation is completed, the accounts and records of the dissolved Association shall be kept by the most junior liquidator for a period of ten years.

Article 21  FINAL PROVISION


All issues not provided for under these Articles, the internal rules and regulations or the law shall be decided by the Governing Board. In departure form Article 8(2) of these Articles, the first-appointed Governing Board members shall be:
1.deponent sub 1, as President;
2.deponent sub 2, as Secretary;
3.deponent sub 3, as Treasurer;
The deponent is known to me, a civil-law notary. The identity of the deponent of this deed was established by me a civil-law notary, on the basis of the above-mentioned documents intended for identification purposes.
WITNESSED THIS DOCUMENT, the original of which was drawn up and executed in Amsterdam on the date stated in the first paragraph of this deed. After the contents of this document were summarised to the deponent, he declared that he had taken note of its contents, and waived a full reading thereof.
Subsequently, after a limited reading, this document was signed by the deponent and me a, civil-law notary
.



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