AICM Bylaws

Bylaws of the Association of International Chemical Manufacturers Limited (the “AICM”)

(Approved by the Board of Directors on February 27, 2008; Revised by the Board of Directors on September 4 2018)

 

 

Chapter I． Preface

 

Article 1                   These bylaws (the “Bylaws”) are made pursuant to relevant laws, regulations, the Memorandum and Articles of Association of International Chemical Manufacturers Limited (the “Memorandum”) and the actual practices of the AICM.

 

Article 2                   The purposes for making and implementing the Bylaws are to  standardize and formalize the operation and further improve the function of the AICM so as to provide better services to its members (the “Members”, each a “Member”), the industry, the government and the society.

 

Article 3                   When implementing these By-laws, the AICM should uphold the principle of “openness, fairness and impartiality” and the working-style of democratic consultation.

 

Article 4                   The Bylaws are applicable to the AICM’s organs at all levels. Leaders of these organs at all levels and persons in charge of relevant departments in the AICM shall fulfill their own duties and accomplish their tasks pursuant to the Bylaws. 

 

Chapter II． Introduction of the AICM

 

Article 5                   The full name of the AICM is the “Association of International Chemical Manufacturers Limited”. Its registered office is situated at 15/F, Overseas Trust Bank Building, 160 Gloucester Road, Hong Kong. The address of its principal business is at Suite 902, Building A, Phoenix Plaza, No.5 Shuguangxili, Chaoyang District, Beijing, P. R. C.

 

Article 6                   To contribute to the development of a harmonious society and the sustainable growth of China’s chemical industry, as the representation of the leading international chemical players in China, the AICM commits to:

1.            promote Responsible Care and other globally recognized chemical management principles in the industry;

2.            advocate cost-effective, science and risk-based policies to the policy makers;

3.            build up the constructive role of the chemical industry in the social economy.

 

Chapter III． Member and General Meeting

 

Article 7                   Member. The Members of the AICM are the enterprises. With the legal registrations and subject to the agreement with the Memorandum, the enterprises, engaged in the production, management, investment, consultation and research of relevant products of the international chemical manufacturing industry, are qualified to apply for joining the AICM of their own free will. There are two classes of Members, namely, the Full Members and the Associate Members. The Full Members shall pay 100% of dues, while the Associate Members shall pay 50% of dues. Each Full Member has one vote, and the Official Representatives (Described in Article 9) of the Full Members may serve on the Board of Directors (Described in Chapter IV), the Advisory Board (Described in Chapter VI) and chair the Professional Working Committees (Described in Chapter VII). The Associate Members may attend the Annual General Meeting (Described in Article 12) as observers, but shall not enjoy the right to vote nor are their Official Representatives eligible to serve on the Board of Directors, the Advisory Board or to chair the Professional Working Committees.

 

Article 8                   Admission and Withdrawal from the AICM. The enterprises shall submit application letters to the Executive Director (Described in Chapter V) in order to join the AICM. The applications shall be reviewed by the Board of Directors; once approved, the Board of Directors shall issue the membership certificates to the Members. The Members may withdraw from the AICM by notifying the AICM in writing and returning the membership certificates.

 

Should the Members knowingly violate relevant laws, regulations, the Memorandum or Bylaws, the Board of Directors shall have the decision power to remove them from the membership in the AICM.  The Members shall pay their membership dues in time, failing which the Board of Directors shall be entitled to remove the relevant Members from the membership in the AICM in accordance with Article 63.

 

Article 9                   The official representative of a Member shall be the legal representative of the Member or a senior executive entrusted by such legal representative (the “Official Representative”), whose identity shall be notified by the corresponding Members to the Executive Director in writing.

 

Article 10               Member’s Contact Person. In order to communicate effectively, each Member shall assign one (1) or two (2) contact person(s) (the “Member’s Contact Persons”, each a “Member’s Contact Person”) to facilitate communications with the Board of Directors and the Executive Director.

 

Article 11               As one of the organs of the AICM, the general meeting (the “General Meeting”) consists of all the Members. Responsibilities and powers of the General Meeting shall include:

 

1.            Decide the business scope and function of the AICM under relevant laws, regulations and the Memorandum;

2.            Change the number of Directors (Described in Chapter IV);

3.            Review and discuss the annual work report, the annual final budget plan, and the annual plan on final accounts of the Board of Directors;

4.            Decide the amount of dues for the following year;

5.            Decide the establishment, change, cancellation, etc. of local organs of the AICM;

6.            Resolve any dispute between each of the Professional Working Committees submitted by the Executive Director;

7.            Approve the bylaws of the Special Projects (Described in Chapter VIII);

8.            Review the proposal of removal of Members proposed by the Board of Directors;

9.            Make the resolutions concerning the matters on change, dissolution, termination, and liquidation of the AICM;

10.        Make or revise the Memorandum, Bylaws or other documents of the AICM;

11.        Praise the Members and the working staff for outstanding performance;

12.        Communicate the conference documents to the Members and assist in the exchange of business experiences;

13.        Take other responsibilities and powers which shall be undertaken in the General Meeting under relevant laws, regulations, the Memorandum, and Bylaws or based on actual work needs.

 

Article 12               In principle, the meeting of the General Meeting shall be held once in the first quarter of each year (the “Annual General Meeting”). The Executive Director shall notify the Member’s Contact Persons of the main agenda and date of the Annual General Meeting in writing at least twenty-one (21) days before such meeting.

 

Article 13               Presiding over the Annual General Meeting. The Annual General Meeting shall be presided over by the Chairman. If Chairman cannot preside over such meeting for any reason, either of the Vice-Chairmen shall preside over it. If neither the Chairman nor the Vice-Chairmen are able to preside over the Annual General Meeting, the meeting shall be adjourned.

 

Article 14               Routine Affairs of the Annual General Meeting. The Executive Director shall be responsible for the routine affairs of the Annual General Meeting (e.g., arranging logistics, meeting agendas and minutes, etc.).

 

Article 15               Convening of the Annual General Meeting and Validity of the Resolutions. A valid Annual General Meeting shall be convened with the attendance of one-half (1/2) or more Official Representatives, and the resolutions are valid only if they are approved by more than one-half (1/2) of all Official Representatives. Under the circumstance that one-half (1/2) or more Official Representatives attend the Annual General Meeting but the resolutions are not approved by more than one-half (1/2) of all Official Representatives, the Executive Director shall, within thirty (30) days following the end of the Annual General Meeting, notify such resolutions in writing to the Official Representatives who did not attend the Annual General Meeting; those Official Representatives shall submit their approval or objection opinions in writing on such resolutions to the Executive Director within thirty (30) days after receiving the above notice; otherwise they are assumed to vote to approve those resolutions. If the total number of the Official Representatives approving the resolutions in the Annual General Meeting and in the aforesaid process is more than one-half (1/2) of the numbers of all Official Representatives, the resolutions shall be regarded as been approved.

 

Article 16               Implementation of the Resolutions Made by the Annual General Meeting. The resolutions made by the Annual General Meeting shall be implemented by the enterprises or individuals appointed or assigned by the Board of Directors and supervised by the Executive Director. The Executive Director shall timely report the implementation progress to the Board of Directors.

 

Article 17               Interim General Meeting.  Where necessary, an interim general meeting (the “Interim General Meeting”) may be called by the Chairman (Described in Chapter IV) upon the proposal of the Executive Director and the approval of the Board of Directors. The provisions of Article 11 through Article 16 in this Chapter shall apply to the Interim General Meeting.

 

Chapter IV． Board of Directors

 

Article 18               The board of directors (the “Board of Directors” or the “Board”) is the executive organ of the General Meeting. The Board shall, among other things, direct the AICM to carry out its daily work, establish and implement the administration system of the AICM, and guide and supervise the routine operations of the AICM. The Board of Directors shall report to the Members at the Annual General Meeting.

 

Article 19               The Board of Directors shall consist of seven (7) directors (the “Directors”, each a “Director”). The General Meeting shall have the power to change the number of Directors according to the actual situation. The Official Representatives of affiliated Members may not serve on the Board of Directors concurrently unless otherwise approved by the Board of Directors.

 

Article 20               Qualifications of Directors:

 

A Director must:

1.            be an Official Representative of a Full Member;

2.            be the China or Asia Pacific head (or other posts possessing equivalent or similar decision-making powers) of the Full Members he/she represents;

3.            commit to promoting Responsible Care in China;

4.            commit time and resources to support the work of the AICM; and

5.            be willing to perform duties in the AICM and be responsible for assigned work.

 

Article 21               Selection and Succession of Directors; Chairman and Vice-Chairman.  The Directors shall be selected from the members of the Advisory Board. When there is a vacancy on the Board of Directors, the Executive Director shall notify all the members of the Advisory Board and any Advisory Board member may recommend himself/herself to fill the vacancy. Subject to Article 22, such self-recommended Advisory Board member(s) shall be the sole candidate(s) for the vacancy of the Board (the “Candidates”, each a “Candidate”).

 

Selections shall be made by the Board of Directors from the Candidates who meet the qualifications prescribed under Article 19 through discussions and based on the following criteria and considerations:

 

1.            diversity representation;

2.            inclusiveness (e.g. the size and the specialization of the Member represented by such Candidate, geographic representations, etc.);

3.            commitment to the AICM (e.g. active participation of the AICM’s events and initiatives by the Candidate and/or the Member represented by such Candidate);

4.            other considerations relevant to promoting the interest of the AICM.

 

For the avoidance of doubt, the outgoing Director or the Full Member he/she represents shall have no right to appoint a replacement Director. The selection shall be made by all the Board of Directors including the outgoing Director (if available) collectively in accordance with the preceding paragraphs.

 

The Board shall have one (1) chairman (the “Chairman”) and two (2) vice-chairmen (the “Vice-Chairmen”, each a “Vice-Chairman”).  If the chair becomes vacant, the outgoing Chairman and the Vice-Chairmen shall select a new Chairman from the two Vice-Chairmen through discussion; if the outgoing Chairman and the two Vice-Chairmen cannot reach a consensus, then the new Chairman shall be elected by the affirmative vote of a simple majority of the three.  If neither Vice-Chairman is willing or able to assume the role of the Chairman, the outgoing Chairman shall have the right to nominate another Director to be the new Chairman who shall be approved by the affirmative vote of a simple majority of the outgoing Chairman and the two Vice-Chairmen.

 

If a vice-chair is vacant, the Executive Director shall inform the Board of Directors for self-recommendation. The Chairman and the Vice-Chairmen (including the outgoing Vice-Chairman if available) shall make the selection from the self-recommended Directors through discussion; if the Chairman and the two Vice-Chairmen cannot reach a consensus, the Chairman shall have the right to make the final decision.

 

The Chairman of the Board shall be the representative of the Board who conveys the collective decisions made by the Board to the interested parties.

 

Article 22               The term of office of each Director is two (2) years. Upon expiry of the first term, a Director may inform the Board of his/her intention to serve another term, in which case the Board shall make the decision through discussions and based on the criteria and consideration set out in Article 21.  Directors may serve no more than two (2) consecutive terms.  After two (2) years from the expiration of their last term, the former Directors are eligible to be re-selected as Directors provided that they are members of the Advisory Board at the time and have recommended themselves to fill the vacancy on the Board of Directors. The Directors succeeding former Directors who leave the office before the expiry of the term shall perform the remaining term of office and may serve another term if so determined by the Board. For the avoidance of doubt, if a Director is later elected to be the Chairman or Vice-Chairman, his/her term of office shall be treated to start over for the purposes of the limitations set out in this paragraph provided, however, that no Director may serve on the Board for more than six (6) consecutive years (including his/her appointment as the Chairman or Vice-Chairman) unless otherwise unanimously approved by the Board.

 

Article 23               Report on the Change of Directors. The Executive Director shall timely notify in writing to all the Members regarding any change of Directors during the term of office of such Directors within thirty (30) days from such change, and report the change to all Official Representatives presenting at the Annual General Meeting in the following year.

 

Article 24               Time and Method to Convene the Meeting of the Board of Directors. The Board of Directors shall convene regular meetings at least once (1) per quarter. The meeting of the Board of Directors shall be presided over by the Chairman. If the Chairman cannot preside over the meeting for any reason, either of the Vice-Chairmen shall preside over it. If neither Chairman nor Vice-Chairmen are able to preside, the meeting of the Board of Directors shall be adjourned. 

 

Article 25               Preparation of the Meeting of the Board of Directors. The Executive Director shall notify the main topics and time of the meeting of the Board of Directors in writing to all Directors at least fourteen (14) working days before the meeting. The agenda of the meeting, work report and relevant materials shall be prepared by the Executive Director.

 

Article 26               Responsibilities and Powers of the Board of Directors:

 

1.            Prepare and convene the Annual General Meeting;

2.            Enforce the resolutions of the General Meeting and report to the General Meeting;

3.            Propose the amount of membership dues contributed by the Members to the AICM and any amendment to the amount;

4.            Appoint the Executive Director;

5.            Decide the establishment of each internal organ of the AICM and direct it to work;

6.            Decide the admission of the Members and propose the removal of the Members;

7.            Decide the establishment, change, cancellation, etc. of the sub-committees under the Professional Working Committees;

8.            Review and approve recommendations by the Executive Director on the appointment or removal of principals of the Professional Working Committees, Special Projects, and other executive or representative organs;

9.            Every one (1) or two (2) Directors shall supervise one (1) Professional Working Committee or one (1) Special Project respectively;

10.        The Director(s) shall be responsible for the review and approval of the resolutions and other information intending to be released to the public by the Professional Working Committee or Special Project under its/their supervision respectively, and ensure the objectivity and impartiality of the contents therein;

11.        Approve the bylaws of the Special Projects and Special Projects’ resolutions to be released to the public in the name of the AICM;

12.        Make the decision on the dispute arising from the judgment by the Executive Director about whether the activities of the Members, the Directors, members of the Advisory Board, Leaders of the Professional Working Committees (Described in Chapter VII) are completely for the benefit of the AICM；

13.        Assess the performance of the Members;

14.        Convey the conference documents to the Members and organize the exchange of the experiences；

15.        Fill any vacant position on the Board of Directors;

16.        Interpret the Bylaws;

17.        Take other responsibilities and powers which shall be undertaken by the Board of Directors under relevant laws, regulations, the Memorandum, and the Bylaws.

 

Article 27               Validity of the Resolutions of the Board of Directors. The meeting of the Board of Directors shall be convened with the attendance of more than one-half (1/2) Directors of the Board of Directors, and the resolutions are valid only if they are approved by more than one-half (1/2) of all the Directors. Under the circumstance that more than one-half (1/2) Directors attend the meeting but the resolutions are not approved by more than one-half (1/2) of all Directors, the Executive Director shall, within ten (10) days following the end of the meeting of the Board of Directors, notify such resolutions in writing to those Directors who did not attend the meeting; those Directors shall submit their approval or objection opinions in writing on such resolutions to the Executive Director within ten (10) days after receiving the above notice; otherwise they are assumed to approve those resolutions. If the total number of Directors approving the resolutions in the meeting and the aforesaid process is more than one-half (1/2) of all Directors, resolutions shall be regarded as been approved.

 

Article 28               Routine Affairs of the Meeting of the Board of Directors. The Executive Director shall be responsible for the routine affairs of the meeting of the Board of Directors (e.g., preparing the minutes, etc.).

 

Article 29               Implementation of the Resolutions Made in the Meeting of the Board of Directors. The resolutions made in the meeting of the Board of Directors shall be implemented by the Executive Director and the Leaders of relevant Professional Working Committees, who shall timely report the implementation progress to the Board of Directors.

 

Article 30               Directors shall attend at least two (2) meetings of the Board of Directors per year. A Director may delegate in writing another Director to represent him/her at the meeting if he/she cannot attend the meeting in person. However, such delegation shall not be carte blanche and the non-attending Director shall specify the delegated matters in writing. If a Director neither attends the meeting nor delegates another Director to represent him/her at the meeting and thus failing to meet the aforementioned attendance requirement, such Director may be removed from the Board of Directors is so decided by the other Directors.

 

Article 31               Matters concerning the Board of Directors which are not stipulated in the Bylaws shall be decided through the discussion by and among all the Directors.

 

Chapter V． Executive Director and Working Staff

 

Article 32               The Executive Director shall be appointed by the Board of Directors.

 

Article 33               Responsibilities and Powers of the Executive Director:

 

1.            Keep the day-to-day communication and share the information with the Board of Directors;

2.            Report work and make suggestions to the Board of Directors and the Advisory Board;

3.            Decide the AICM’s specific operations;

4.            Organize and supervise the implementation of the resolutions of the Annual General Meeting and timely report the implementation progress to the Board of Directors;

5.            Propose to convene a General Meeting, a Board meeting or an Advisory Board meeting if the Executive Director deems necessary;

6.            Produce the AICM annual report, annual financial budget plan and the annual plan on final accounts, as well as plans in connection with any change, dissolution or liquidation of the AICM;

7.            Be responsible for the project establishment and the review and approval work of the AICM’s floating expenditure sums;

8.            Supervise the work of Professional Working Committees (including review and approve position papers and other publications, external communications, and initiatives and events prepared or organized by the Professional Working Committees) and escalate the same to the Board for its discussion and approval where the Executive Director deems necessary;

9.            Review and approve any resolution in the name of the AICM before it is released to the public as appropriate or submit it to the Board of Directors for approval;

10.        Review and approve the working plan of each Professional Working Committee before submitting it to the Board of Directors for approval;

11.        Mediate any dispute between each of the Professional Working Committees, and submit the same to the Board of Directors for decision if the Executive Director deems necessary;

12.        Nominate candidate(s) for vacant positions of Leaders of the Professional Working Committees for the Board’s approval;

13.        Hire the AICM working staff and decide their duties and responsibilities, the content of their work as well as the way of and the amount of the remunerations to be received by such staff;

14.        Notify any change of Director during the term of office of such Director in writing to all the Members within thirty (30) days from the date of such change and report the change to all Official Representatives present at the Annual General Meeting in the following year;

15.        Conduct annual evaluation on the staff and submit to the Board of Directors for its decision;

16.        Report the collection and expenditure of membership dues to the Board of Directors at the Board meetings, and reply in writing the inquiries of the Members concerning the usage, collection, and expenditure of membership dues;

17.        Take charge of the daily management and routine affairs of the AICM;

18.        Serve as the key contact person between the AICM and the government authorities or other relevant organizations;

19.        Take other responsibilities and powers which shall be undertaken by the Executive Director under relevant laws, regulations, the Memorandum and the Bylaws.

 

Article 34               Responsibilities of the Working Staff.  The Executive Director shall decide the responsibilities of the working staff. The working staff shall report the work to the Executive Director. The working staff shall work diligently, and their remuneration shall be commensurate with the evaluation of their work performance.

 

Article 35               The structure of the AICM’s labor force and the level of remuneration of the working staff or any changes thereto shall be proposed by the Executive Director and approved by the Board of Directors.

 

Chapter VI． Advisory Board

 

Article 36               As the consultation organ of the AICM, the advisory board (the “Advisory Board”) shall be responsible to make suggestions on major matters of the AICM and report the work to the Board of Directors. The members of the Advisory Board have no voting right on the matters which shall be conducted by the Board of Directors. No Official Representative of any Member shall serve as a member in the Board of Directors and the Advisory Board at the same time. Members of the Advisory Board are the pool of potential candidates to be selected as the Directors on the Board. The AICM encourages the Advisory Board members to have more involvement in the matters of the AICM including, without limitation, sponsoring projects in areas where they have expertise.

 

Article 37               Qualifications to be the Members of the Advisory Board. The members of the Advisory Board shall be the Official Representatives of the Full Members and shall commit to promoting Responsible Care in China and are willing to commit time and resources to support the work of the AICM.

 

Article 38               Appointment of the Members of the Advisory Board. The Advisory Board shall consist of a minimum of twelve (12) members. When there is any vacancy on the Advisory Board, the Executive Director shall notify all the Official Representatives of the Full Members who may recommend themselves to sit on the Advisory Board. The Board of Directors shall make the selection from the self-recommended candidates through discussion.

 

For the avoidance of doubt, in case of a vacancy of the Advisory Board, the outgoing member of the Advisory Board and the Full Member he/she represents shall have no right to appoint a replacement member of the Advisory Board. The selection shall be made by the Board of Directors in accordance with the preceding paragraph.

 

Article 39               The Term of Office of the Members of the Advisory Board. Each term of office of each member of the Advisory Board is two (2) years. The qualified Official Representatives may serve as the members of the Advisory Board for consecutive terms.

 

Article 40               Chairman of the Meeting of the Advisory Board. Chairman of the Board of Directors shall be the chairman of the meeting of the Advisory Board but not a member of the Advisory Board.

 

Article 41               Time and Method to Convene the Meeting of the Advisory Board. The meeting of the Advisory Board shall be convened according to the proposal of the Executive Director and may be held through the correspondence, video conference or telephone conference besides attending the meeting in person.

 

Article 42               Presiding over the Meeting of the Advisory Board. The meeting of the Advisory Board shall be presided over by the Chairman. If the Chairman cannot preside over the meeting for any reason, he/she shall delegate a Vice-Chairman in writing to preside over the meeting.

 

Article 43               Preparation of the Meeting of the Advisory Board. The Executive Director shall notify the main topics and time of the meeting of the Advisory Board to each member in writing fourteen (14) working days before the meeting.

 

Article 44               Routine Affairs of the Meeting of the Advisory Board. The Executive Director shall be responsible for the routine affairs of the meeting of the Advisory Board (e.g., arranging the meeting agenda, producing the work progress report, etc.).

 

Article 45               The members of the Advisory Board shall attend at least two (2) meetings of the Advisory Board per year and assign an agent by proxy to attend other meetings at least once (1) per year, failing which the Board of Directors may remove such member from the Advisory Board.

 

Chapter VII． Professional Working Committee

 

Article 46               Functions of the Professional Working Committees. The professional working committees (the “Professional Working Committees”) shall be the organ of the AICM to develop professional activities and the platform to strengthen the relationship and exchange of information between the Members.

 

Article 47               Formation, Dissolution and Change of the Professional Working Committees. The Professional Working Committees may be established, dissolved or changed by the Board of Directors. The Professional Working Committees shall report the work to the Executive Director. The Executive Director may propose the establishment, dissolution or change of any Professional Working Committees to the Board of Directors for approval.

 

Article 48               Members of the Professional Working Committees. The members of the Professional Working Committees are the Official Representatives meeting the following qualifications:

 

1.      be interested in the work of the Professional Working Committees;

2.      his/her own work shall be associated with the businesses of the corresponding Professional Working Committees;

3.      be able to make contributions to the Professional Working Committees.

 

The members of the Professional Working Committees shall be regarded as withdrawing from the Professional Working Committees automatically if they are absent for more than two-thirds (2/3) of all meetings of the Professional Working Committees per year or have not made any constructive suggestion to the work of the Professional Working Committees within one (1) year.

 

The members of the Professional Working Committees are classified into the core members (the “Core Members”) and the ordinary members (the “Ordinary Members”). The Core Members shall have the right to participate in the discussion concerning the matters of the Professional Working Committees. The members of the Professional Working Committees intending to be the Core Members shall undertake to:

 

1.      attend more than half of all meetings per year;

2.      provide feedbacks in time when the AICM requests for suggestions;

3.      be willing and able to make constructive contributions to the development of the AICM.

 

If the Core Members fail to meet all the above requirements, they are deemed as withdrawing from the Core Members automatically. The Ordinary Members shall have the right to be informed of the resolutions made by the Professional Working Committees but shall have no right to participate in the discussion concerning the matters of the Professional Working Committees.

 

Leaders (as defined below) of the Professional Working Committees shall have the right to modify the number of the Core Members.

 

Article 49               The Management Staff of the Professional Working Committees. Each Professional Working Committee shall be supervised by one (1) or two (2) Director(s) of the Board.

 

Each Professional Working Committee shall have one (1) or two (2) leader(s) (the “Leaders”, each a “Leader”). The appointment and the removal of each Leader shall be proposed by the Executive Director and approved by the Board of Directors.

 

The term of office for Leaders shall be two (2) years.  Leaders may serve no more than two (2) consecutive terms.

 

Article 50               Responsibilities and Powers of the Leaders of the Professional Working Committees.

 

1.            Keep the day-to-day communication and share the information with the supervising Directors and the Executive Director;

2.            Take charge of the daily management and routine affairs of the Professional Working Committee;

3.            Report work and make suggestions to the Board of Directors.

 

Article 51               Responsibilities and Powers of the Members of the Professional Working Committees:

 

1.            The Members whose Official Representatives are the members of the Professional Working Committees have the priority over other Members under the same conditions to obtain the services provided by the Professional Working Committees;

2.            Provide criticisms and suggestions to the Professional Working Committees;

3.            Enforce the resolutions made by the Professional Working Committees;

4.            Protect the rights and the reputation of the Professional Working Committees;

5.            Accomplish the tasks assigned by the Professional Working Committees;

6.            Report the work to the Professional Working Committees initiatively;

7.            Provide relevant statistics and materials as requested by the Professional Working Committees;

8.            Host the activities organized by the Professional Working Committees;

9.            Attend the meeting of the Advisory Board as observers on time and report the work to the Board of Directors and the Advisory Board;

10.        Take other responsibilities as required by the Professional Working Committees.

 

Article 52               The working plan of each Professional Working Committee shall be prepared by its Leader(s) to be reviewed and confirmed by the Executive Director before the final approval by the Board of Directors. In case of any material change to the working plan and financial matters of each Professional Working Committee, such proposed material changes shall be reported to the Executive Director and subject to prior approval of the Board of Directors or the supervising Director(s) designated by the Board.

 

Article 53               Convening the Meeting of the Professional Working Committees. The meeting of the Professional Working Committees may be convened through correspondence, video conference or telephone conference besides attending in person.

 

Article 54               The relationship among the Professional Working Committees. The Professional Working Committees shall keep the day-to-day communications among each other. Each Professional Working Committee shall send the duplicate of each of its notices to the Leaders of other Professional Working Committees at the same time. Leaders of the Professional Working Committees shall have the right to attend the meetings of other Professional Working Committees to discuss the issues commonly concerned. If disputes arise between or among the Professional Working Committees, the Professional Working Committees shall submit such disputes in writing to the Executive Director for mediation. If the Executive Director deems necessary, he/she may submit the aforesaid disputes to the Board of Directors for resolution.

 

Article 55               The Professional Working Committees established under the AICM currently Include:

 

1.       Responsible Care ® Committee

 

Goals:

 

(1)   Ensure that the AICM fulfills its Responsible Care ® commitment;

(2)   Lead the AICM’s work on Responsible Care ®;

(3)   Represent the AICM in International Council of Chemical Associations (ICCA) Responsible Care ® global initiative;

(4)   Ensure positions of the AICM are aligned with its commitment to Responsible Care ® on specific chemical incidents;

 

Core-functions:

 

(1)   Implement the Responsible Care ® Code of practices among all the AICM Members;

(2)   Promote Responsible Care ® in China through cooperation with CPCIF;

(3)   Participate in Responsible Care ® activities at either the regional or global level.

 

2.      Industrial Policy Advocacy Committee

 

Goals:

 

(1)   Advocate science-based chemical industry policy and risk-based regulation governing system to promote the sustainable development of China chemical industry;

(2)   Follow up the updates of China chemical industry policies and regulations, assist Members in understanding and implementation (of such policies and regulations), and communicating with relevant authorities;

(3)   Facilitate the international exchange and collaboration on chemical industry policies and regulations for the purpose of the harmonization of development.

 

Core-functions:

 

(1)   Expand and enhance cooperation(s) and communication(s) with relevant policy makers and other stakeholders on chemical industry policy and regulation;

(2)   Provide comments and proposals on policies, laws, regulations, and standards of China chemical industry development on behalf of Members’ mutual interests;

(3)   Pay attention to and inform the Members of the updates and trends of policies, laws, regulations, and standards of China chemical industry and assist Members for implementation;

(4)   Create an exchange platform bridging the international and domestic chemical industry, sharing the management experiences on international chemical policies and regulations.

 

3.      Public Relation and Communications Committee

 

Goals:

 

(1)   Actively build up the positive image and reputation of the chemical industry;

(2)   Precisely communicate the position held by the AICM and enhance the influence of the AICM;

(3)   Strengthen the communication and cooperation between the AICM with each of the stakeholders.

 

Core-functions:

 

(1)   Initiate, organize and participate in chemical industry conferences and activities;

(2)   Strengthen the interaction and cooperation between the AICM with media;

(3)   Assist internal activities of the AICM in terms of event management and media support;

(4)   Facilitate the AICM’s communication on experience and cooperation with international chemical organizations;

(5)   Provide the AICM with CI design, media plan, newsletter, and online communication support.

 

 Chapter VIII． Special Projects

 

Article 56               Establishment of the Special Projects. Application of the establishment of a special project (the “Special Project”) shall be filed by more than three (3) Members having common interests in the same issue and upon the approval by the Board of Directors.

 

Article 57               Operation of the Special Projects:

 

1.      Each Special Project shall be supervised by one (1) or two (2) Director(s);

2.      The codes of conduct of the Special Projects shall comply with the law and the AICM’s regulations;

3.      The Special Projects shall have their own working plans and shall report the resolutions and other information to be released to the public to the supervising Director(s) which shall not contradict with the interests of other Members;

4.      Topics of the Special Projects must exclude the price of products, monopoly, the sale of products through the platform of the AICM, etc.;

5.      The Special Projects shall appoint the contact persons who shall report the major activities of the Special Projects to the Executive Director;

6.      The Special Projects shall submit the annual reports concerning its major events to the Board of Director.

 

Article 58               Termination of the Special Projects. If the Special Projects or their contact persons do not report as mentioned above in time, or their activities violate relevant laws, regulations, the Memorandum, and the Bylaws, the Board of Director shall have the right to terminate their activities.

 

Chapter VIIII． Incentive Mechanism

 

Article 59               Travel and conference expenses incurred by any Director and Leader of the Professional Working Committees solely for the benefit of the AICM shall be reimbursed by the AICM. Such reimbursement shall be limited to two (2) events per year per person/enterprise while other expenses shall be borne by the aforesaid persons/enterprises themselves. The Executive Director shall decide whether the activities are solely for the benefit of the AICM and any dispute shall be submitted to the Board of Directors for its decision.

 

Article 60                The AICM may appraise Members with excellent performance per year in order to encourage them to participate in developing the AICM. The candidates shall be nominated by the Professional Working Committees, reviewed by the Executive Director and approved by the Board of Directors. Such Members shall be praised in the Annual General Meeting.

 

Article 61               The working staff of the AICM shall submit the work report to the Executive Director at the end of each year. The Executive Director shall make the preliminary evaluation on thereon. The final result of the evaluation shall be decided by the Board of Directors and shall commensurate with the remuneration of such working staff.

 

Chapter X． Dues

 

Article 62               Bank Account. The AICM shall open and maintain bank account(s) to receive and deposit dues.

 

Article 63               All the Members shall pay dues before the end of a three (3) months period after the Annual General Meeting (the “Due Date”) to the bank account designated by the AICM. The amount of dues for each year shall be proposed by the Board of Directors and decided by the Annual General Meeting. The Board of Directors shall be entitled but not obligated to: (i) discontinue the membership of any Member who fails to pay dues within three (3) months after the Due Date (i.e. six months after the Annual General Meeting), and/or (ii) request such Member to compensate the AICM for any services unduly received by that Member after the Due Date.

 

Article 64               Dues shall not be used on any matter which is not in accordance with laws, regulations, the Memorandum of the AICM and the Bylaws.

 

Article 65               The Members shall have the right to supervise the usage of dues. The Executive Director shall report the usage, collection, and expenditure of dues to the Board of Directors per quarter and such information shall be informed to all the Members in the Annual General Meeting. The Members shall have the right to inquire the Executive Director about the usage, collection, and expenditure of dues and the Executive Director shall reply such inquiries in writing.

 

 

Chapter XI． Miscellaneous

 

Article 66               The Bylaws shall be interpreted by the Board of Directors and if there is any inconsistency with the Memorandum, the latter shall prevail. Matters which are not covered by the Bylaws shall be decided by the General Meeting through discussion.

 

Article 67               The Bylaws are written in both Chinese and English.

 

Article 68               The Bylaws shall come into force on February 27, 2008 which may be revised in the Annual General Meeting annually and become effective upon the approval by a simple majority of the Full Members of the AICM.