Governance 商会章程

新西蘭中國商會章程
RULES OF CHINESE CHAMBER OF COMMERCE IN NEW ZEALAND INCORPORATED (“CCCNZ”)

CONTENTS

01. NAME OF THE SOCIETY
02. INTERPRETATION
03. OBJECTS
04. ADMISSION OF MEMBERS
05. APPLICATION TO BECOME MEMBERS
06. RIGHTS AND OBLIGATIONS OF MEMBERS
07. RESIGNATION AND EXPULSION OF MEMBERS
08. FEES AND SUBSCRIPTIONS
09. POWERS
10. GENERAL MEETINGS
11. EXECUTIVE COMMITTEE
12. OFFICERS OF THE EXECUTIVE COMMITTEE
13. DUTIES OF OFFICERS
14. FINANCIAL PROVISIONS
15. PURPOSES LIMITED TO NEW ZEALAND ONLY
16. RESTRICTIONS ON PERSONAL BENEFIT
17. COMMON SEAL OF THE CCCNZ
18. WINDING UP OF THE CCCNZ
19. ALTERATION OF RULES
20. APPOINTMENT OF HONOURABLE CONSULTANT
21. INDEMNITY

1. NAME OF THE SOCIETY
The name of the Society shall be The Chinese Chamber of Commerce in New Zealand Incorporated (“CCCNZ”).

2. INTERPRETATION
“Act” means the Incorporated Societies Act 1908 and it includes any enactment amending or substituting the Act.
“CCCNZ” means the Chinese Chamber of Commerce in New Zealand Incorporated.
“Committee” means the Executive Committee referred to in Rule 11 to carry out the functions of the CCCNZ described herein.
“Financial Year” means any 12 month period ending on 30 June for the purposes of preparing financial accounts of the CCCNZ.
“Honourable Chairman” means Consul of the Consulate-General of the People’s Republic of China in Auckland
“Honourable Solicitor” means Simpson Kwok Hung TONG, Barrister and Solicitor of the High Court of New Zealand.
“Members” means members admitted to the CCCNZ in accordance with Rule 5.
“Office” means the registered office for the time being of the CCCNZ.
“Officers” means the Chairman, Honourable Chairman, Vice-Chairman, Secretary, and Honourable Solicitor of the CCCNZ appointed pursuant to Rule 10.
“Rules” means the Rules of the CCCNZ.

3. OBJECTS
The objects of the CCCNZ are:
3.1 To protect the legal rights of Members.
3.2 To facilitate and assist the businesses of Members.
3.3 To promote and foster the economical, trading corporation and exchange between China and New Zealand.
3.4 To collect and disseminate to Members data and information about China and New Zealand including but not limiting to economy, trading, finance, custom, tax, business development and opportunity by way of seminars, reports, journal etc.
3.5 To promote CCCNZ and its Members as first class business partners to New Zealand business community.
3.6 To represent the Members in lobbying the New Zealand Government or relevant authority for the purposes of promoting the business interests of the Members.

4. ADMISSION OF MEMBERS
4.1 Members: Any company or organisation from China may make application and when approved by the Executive Committee, be admitted as a member of the CCCNZ.

5. APPLICATION TO BECOME MEMBERS
5.1 Any company or organisation from China may apply to become a member of the CCCNZ by filing an application in the form set out in Appendix 1 to these Rules and pay the prescribed fees set down for that purpose by the CCCNZ.

6. RIGHTS AND OBLIGATIONS OF MEMBERS
6.1 All members shall have the rights to participate in the affairs of the CCCNZ including the right to vote at any meetings open to members of the CCCNZ and to be elected to any committees set up in accordance with the Rules of the CCCNZ unless prohibited from doing so in pursuance to the provisions of these Rules.
6.2 Without the approval of Committee, no member of CCCNZ shall expressly or impliedly use the name of CCCNZ in carrying out any activity and for whatever purposes.
6.3 Any member shall inform in writing to the Committee within 3 working days whenever there is any change in the representative of the member in CCCNZ.
6.4 All members shall endeavour to protect the reputation of CCCNZ.
6.5 All members shall endeavour to promote the objects of CCCNZ.

7. RESIGNATION AND EXPULSION OF MEMBERS
7.1 A member of the CCCNZ who has paid all moneys due to the CCCNZ may resign from the CCCNZ by giving one month’s notice in writing to the Secretary and upon the expiration of that period of notice, shall cease to become a member of the CCCNZ.
7.2 A member shall cease to become a member on the occurring of any one of the following events:
(a) when it is wound up or liquidated;
(b) when it is convicted of an indictable offence;
(c) when it is adjudged bankrupt or financially insolvent; and
(d) when it is expelled as a member under these Rules.
7.3 The CCCNZ may by resolution suspend a member from membership for a specified period of no longer than one year, or where the breach is of an extremely serious nature, expel a member from the CCCNZ if a member has been found to have breached the Rules of the CCCNZ and has failed to remedy the breach within 14 days after having been notified by the Committee, or if its conduct has been found to bring disrepute to the CCCNZ and/or to be prejudicial to the interests of the CCCNZ, provided that:
(a) Member who has been informed of the decision to suspend its membership or expel it from the CCCNZ may appeal that decision by filing a notice of appeal to the Chairman no later than 14 days after it has been notified of the suspension or expulsion decision.
(b) The Chairman shall then appoint an Appeal Committee consisting of at least three members who were not involved in the original suspension or expulsion decision and the Honourable Solicitor to review that decision and to report their finding and recommendations within 28 days of their appointment to the Chairman.
(c) On receipt of the report from the Appeal Committee the Chairman shall, where the finding of the Appeal Committee concurs with the decision to suspend or expel the member, confirm the original decision; where the Appeal Committee recommends a reversal or variation of the original decision by the CCCNZ at the next general meeting, provided that where the next annual general meeting is not due within six months, a special general meeting shall be held as soon as possible to consider the recommendation of the Appeal Committee.

8. FEES AND SUBSCRIPTIONS
8.1 Any subscriptions shall be payable by members on 1 July of each year and shall cover the financial year to 30 June the following year. In the event of an application for membership being accepted on or after 1 December, the annual subscription payable by that applicant for that year shall be one half of the full year’s annual subscription fee. A member who fails to pay the subscription by 15 July of each year, which deems the last day to pay subscriptions, shall be regarded as resignation on its own volition and cease to become a member.
8.2 A joining fee shall be payable by all new members upon admission to the CCCNZ.
8.3 The amount payable in respect of annual subscription, joining fees, and other fees in relation to other activities shall be determined and fixed by the CCCNZ.

9. POWERS
9.1 The CCCNZ shall have all the powers that are necessary and expedient to enable it to carry out its objects.
9.2 In particular but without limiting the generality of Rule 9.1, the CCCNZ shall have the following powers:
(a) the acquire or to dispose of by purchase, sale, exchange, lease, gift or any other lawful means real and personal property of any kind.
(b) to invest any part of the funds of the CCCNZ on interest-bearing accounts with any registered trading banks or in any other forms of investments authorised by laws for the time being in force in New Zealand for investment by incorporated societies;
(c) to accept any gifts whether by way of endowment, inter vivos gifts, device or bequest and to discharge trusts attached to any such gifts;
(d) to borrow or raise funds or secure the payment of any funds for the furtherance of the objects of the CCCNZ whether with or without security;
(e) to subscribe to and to become a member of any other body or institutions whose objects are similar to those of the CCCNZ;
(f) to engage staff, members of any professions and pay or provide them with such remuneration for the purposes of carrying out the functions of the CCCNZ;
(g) to open bank accounts and to authorise any member of the Committee or staff to sign cheques, bills of exchange and other financial instruments on behalf of the CCCNZ;
(h) to publish, sell or distribute any newspapers, journals, magazines, books, or other publications for the promotion of the objects of the CCCNZ;
(i) to delegate to the Executive Committee all or any of the powers herein described with or without reservation or restrictions in terms of time and extent of such powers;
(j) to grant aid, assistance, donations and other forms of assistance whether in cash or in kind to individuals (whether a member or not of the CCCNZ), corporate bodies or other organisations within New Zealand which are either of a charitable nature or in a position of need and deserving the assistance of the CCCNZ;
(k) notwithstanding any provisions contained in these Rules, the funds of the CCCNZ must be used to promote its objects and purposes within New Zealand only.

10. GENERAL MEETINGS
10.1 Inaugural General Meeting: An inaugural general meeting is to be held within 30 days of the date of the CCCNZ is accepted by the Registrar of Incorporated Societies for registration for the purposes of:
(a) electing officers and members of the first Executive Committee;
(b) delegating powers to the Committee pursuant to Rule 9.2.(i);
(c) approving budget and management forecast;
(d) appointing Honourable Chairman and Honourable Solicitor.
10.2 Annual General Meeting: Annual general meetings shall be held each year within three months of the end of the preceding financial year to consider the following agenda:
(a) to confirm minutes of the previous annual general meeting or any other general meeting;
(b) to consider and receive the President’s report in respect of the affairs of the CCCNZ in the preceding period;
(c) to consider and receive the annual financial report;
(d) to elect members of the Executive Committee;
(e) to approve budget and management forecast;
(f) to consider and approve any alteration of the Rules;
(g) to appoint any Honourable Consultant proposed by the Committee;
(h) to consider any special business for which notice has been properly given in accordance with these Rules.
10.3 Special General Meeting: Special general meetings may be convened at the discretion of the Executive Committee or upon the request in writing of no fewer than 33% of members of the CCCNZ who are entitled to be present at a general meeting, to consider matters which require to be resolved before the time is due for the next annual general meeting.
10.4 Participation Rights: All members of the CCCNZ who have paid their current year’s subscription are entitled to be present, participate and exercise its voting rights in a general meeting.
10.5 Voting Rights: Each member shall be entitled to one vote at any general meeting. Where a member is unable to attend any meeting its vote may be cast by proxy provided the Secretary of the CCCNZ has received notice in advance of that appointment, and such notice is to be in a form prescribed by the CCCNZ. In case of equality of voting, the Committee shall decide, failing which the Chairman may exercise a second or casting vote.
10.6 Quorum: In any general meeting, whether annual general meeting or special general meeting, 66% of all members who are entitled to participate in such meeting shall constitute a quorum and each member shall be considered as one member for the calculation of quorum whether the member is represented by more than one representative or not.
10.7 Notice: Notice of a general meeting (whether annual or special) shall be sent by the Secretary to all members who are entitled to participate in the meeting at least 21 days before the date fixed for the general meeting setting out the date, time, place and agenda of the meeting and such notices shall be sent to the last known address provided by the member.
10.8 Special Business: Notice of any special business proposed to be transacted at a general meeting must be sent and received by the Secretary of the CCCNZ no later than 14 days before the date fixed for the meeting provided that the business so proposed is of a nature considered by the Committee to be relevant and appropriate for inclusion in the meeting.

11. EXECUTIVE COMMITTEE
11.1 The Executive Committee of the CCCNZ shall consist one Chairman, one Honourable Chairman, three Vice Chairmen, Honourable Solicitor and Secretary.
11.2 Members of the Executive Committee shall hold office for a term of two years except the Honourable Chairman and Solicitor provided all Committee members may stand for re-election to the same or other positions in the Committee.
11.3 The first Executive Committee shall be appointed by the inaugural general meeting of the CCCNZ whose term shall expire at the first annual general meeting.
11.4 The Executive Committee shall have all the powers authorised and delegated to it from time to time.
11.5 Notice of the Executive Committee meeting shall be served by the Secretary or his/her absence another member of the Executive Committee to all members of the Committee at least 14 days before the meeting is to be held notifying them the date, time, place and agenda of the meeting.
11.6 One half of the number of Committee members shall form a quorum for transaction of business at any Executive Committee meeting.
11.7 East member of the Committee shall have one vote and members who are unable to attend the meeting in person may be permitted at the discretion of the members present, to participate in any decision making by telephone, facsimile, other electronic communication device, or by proxy. The Chairman may exercise a casting or second vote.

12. OFFICERS OF THE EXECUTIVE COMMITTEE
12.1 The officers of the Executive Committee shall be the Chairman, Honourable Chairman, three Vice-Chairmen, Secretary, and Honourable Solicitor.
12.2 Nomination for office of the Executive Committee shall be made from within the members of the CCCNZ at the annual general meeting or special general meeting and election shall be by a show of hands unless voting by ballots is requested by at least two members.
12.3 The Executive Committee has the power to co-opt members of the CCCNZ to fill casual vacancies arising from whatever reasons and the term of such appointments shall expire at the next general meeting.
12.4 The Executive Committee has the power to co-opt other members or ex officio members to any of their regular meetings on an ad hoc basis to resolve issues of a special nature.

13. DUTIES OF OFFICERS
13.1 Chairman: The Chairman shall preside at all meetings of the CCCNZ and the Executive Committee, and the Chairman shall be ex-officio member of other committees or subcommittees established from time to time by the CCCNZ.
13.2 Honourable Chairman: Consul of the Consulate-General of the People’s Republic of China in Auckland who shall be providing advice to the Executive Committee.
13.3 Honourable Solicitor: The Honourable Solicitor shall be providing advice to the Executive Committee in protecting the legal rights of the Member and CCCNZ. He shall act as advisory to the Committee in relation to lobbying New Zealand Government and authorities about policy affecting CCCNZ and its Members.
13.4 Vice-Chairman: In the absence of the Chairman or during the period when the Chairman is unable to act or serve, the Vice-Chairman shall exercise the powers of the Chairman as appropriate.
13.5 Secretary:
(a) The Secretary shall keep the minutes of the general meetings and Executive Committee meetings and shall be the custodian of the membership register and the common seal of the CCCNZ.
(b) The Secretary is responsible for engaging and liaising with external accountant (to be approved by the Executive Committee) the keeping of the financial accounts and records of the CCCNZ as well as the duty to present financial statements for the year at the annual general meeting, and prepare budget for the following financial year.
(c) The Secretary is responsible for engaging and liaising with external auditor (to be approved by the Executive Committee) the inspection of the accounts, minutes of meetings, and other records of the CCCNZ such inspections are to be carried out at last once in three months and reports are to be made at the Committee meetings.

14. FINANCIAL PROVISIONS
14.1 The financial year of the CCCNZ shall end on 30 June each year and the annual financial report of the Treasurer shall cover the year ending on such date.
14.2 The account books of the CCCNZ shall be audited at least once in three months according to Rule 13.5(c) above.
14.3 All receipts of cash, gifts, donations and other items whether in cash or in kind which carry a book value whether or not quantified at the time, shall be deposited in the name of the CCCNZ into a trading bank or a security box at the trading bank or an appropriate security company in New Zealand as directed by the Executive Committee.
14.4 All cheques, transfers and other withdrawals must be signed by two members of the Executive Committee one of which must either be the Chairman (or the Vice-Chairman where the President is unavailable), or the Secretary.

15. PURPOSES LIMITED TO NEW ZEALAND ONLY
15.1 The funds at the disposal of this CCCNZ must be applied for promotion of the objects and purposes described in these Rules within New Zealand only.

16. RESTRICTIONS ON PERSONAL BENEFIT
16.1 Any income, benefit or advantage shall be applied strictly in accordance with the Rules of the CCCNZ.
16.2 No members of the CCCNZ or any person associated with a member shall participate in or materially influence any decision made by the CCCNZ in respect of the payment to or on behalf of that member or associated person of any income, benefit or advantage whatsoever.
16.3 Any such income paid shall be reasonable and relative to that which it would be paid in an arm’s length transaction, being the open market value.
16.4 The provisions and effects of this clause shall not be removed from these Rules and shall be included and implied into any other rules replacing these Rules.

17. COMMON SEAL OF THE CCCNZ
17.1 The CCCNZ shall have a common seal which shall be kept in the custody of the Secretary. Whenever the common seal is required to be affixed to any document it shall be affixed thereto pursuant to a resolution of the Executive Committee and in the presence of, and signed as witness by two members of the Executive Committee one of whom must either be the Chairman or Vice-Chairman.

18. WINDING UP OF THE CCCNZ
18.1 The CCCNZ may be wound up voluntarily in accordance with a special resolution passed pursuant to the provisions of section 24 of the Incorporated Societies Act 1908.
18.2 In the event of the CCCNZ being wound up, any surplus assets after payment of the CCCNZ’s liabilities and expenses shall be paid to or distributed equally among the members of the CCCNZ remaining at the time of winding up.

19. ALTERATION OF RULES
19.1 The Rules of this CCCNZ may be altered, added to or rescinded by a vote of majority of no less than 75% of the members present and voting at an annual general meeting or special general meeting provided no addition, alteration or rescission of the Rules shall be approved if it affects the limitation to New Zealand clause (Rule 15), the personal benefit clause (Rule 16), or the winding up clause (Rule 18).

20. APPOINTMENT OF HONOURABLE CONSULTANT
20.1 The Executive Committee may, from time to time, at its discretion propose the appointment of reputable public figure as Honourable Consultant acting as advisory to CCCNZ and invite his/her participation in its activity. Such appointment shall be considered and approved by the Annual General Meeting or the Special General Meeting.

21. INDEMNITY
21.1 The members of the Committee shall be indemnified by the CCCNZ from all losses and expenses incurred by them in or about the discharge of their respective duties except as result from their own respective wilful default.
21.2 No member of the Committee shall be liable for the acts or defaults of any other member of the Committee, or for any loss or expense happening to the CCCNZ, unless the same happen for his/her own wilful default.

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