China Leather Industry Association Articles of Association

Chapter I General Provisions
Article 1 China Leather Industry Association（abbr. CLIA ）is formulated
in order to meet the needs of reforming in national economic system and socialist market economy, to strengthen the coordination and management over the sectoral organizations and to promote the development of the leather industry.
Article 2 This association is a non profit-making national public organization with
legal representative qualification formed by enterprises (manufacture and operation) and institutions (mass organizations, research institutions and academies, etc.) voluntarily based on the formulated manufacture and operation system of leather industry of our country including tanning, leather shoes, leather clothing, cases & bags, leather pieces, leather sports articles, fur & fur products, leather machinery, hardware used for leather and materials used for shoes.
Article 3 The aim of the association is to actively provide services for the government departments and membership institutions as well as leather industry, to promote the developing of the leather industry while abide by the state constitution, laws, regulations and polices and to observe the social ethics.
Article 4 This association takes business instruction from, and being supervised
and governed by the State light Industry Bureau and Civil Affairs Department. Entrusted by administrative department of the government, the association undertakes the task of coordinating and managing its sectors. Instructed by the government department and supported by the enterprises, it will serve as the bridge and link between the government and enterprises to publicize the sectoral general principle, specific polices and regulations, to reveal the willing and requirement of the membership institutions and maintain the interests of its sectors.
Article 5 This association is established in Beijing.

Chapter II Business Scope
Article 6 Business scope of the association:
1) To carry out investigation and research for its sectors, collecting basic information of its sectors and making statistics, to keep the industry informed with the trend of developing, to suggest the draft proposal for the sectoral development program (including infrastructure construction, updating and improvement, production plan, export plan and science-technology education development, etc.);
2) To assist the government practicing economic and technical policy, put forward the proposals of sectoral development and industry policy;
3) To practice multi-type horizontal economic ties among enterprises, to investigate and coordinate with matters related with material supply, production, technology and sales among membership enterprises and to promote the technical cooperation and improvement of its sectors;
4) To carry out activities that promote the improvement of products quality, practice the strategy of famous-brand and to well undertake the task of true-leather marking implementation；
5) To train staffs for enterprises in various methods to raise the level of enterprises, to instruct and help the enterprises to improve the operation and management level and to promote the enterprises to improve the economic results；
6) To practice the strategy of “Rely on science and education to rejuvenate the nation”, to set up “China Leather Industry Association Scholarship” in leather specialty in some Chinese academies and “Promotion of science-technology advances award ”and “ Science-technology forerunner award” in its sectors；
7) To carry out consulting services, to provide domestic and international economic, technical and market information for members and enterprises, compiling relative information of its sectors and publishing association periodicals；
8) To set up the self-discipline system in its sectors and enterprises, to set down the
sectoral regulation and restrictions and raising the whole level of the sector；
9) To expand connections with foreign related sectors and organizations, develop international exchange and cooperation on economy, technology and enterprise management；
10) To hold domestic and foreign professional exhibitions, to promote exchanging and trade among the enterprises of home and abroad；
11) To suggest the developing and planning proposal of new techniques, new process, new products and new materials of its sectors; to organize the tackling of key problems of essential science-technology projects as well as the appraisal and promotion of the result；
12) To provide the review opinions of the imported items of its sectors；
13) To undertake the events entrusted by relative departments and institutions of the state government;
14) To protect the legitimate rights and interests of the members and enterprises,
conciliate disputes among members, coordinate the relations of its sectors；
15) Entrusted by relative department of the government, to undertake the task of setting up and implementing the state standards of its sectors and to supervise and examine the product quality of the manufacturers；
16) Entrusted to take part in accommodating international visiting delegations and groups；
17) To organize and carry out activities of community service and other activities that will help to raise the whole level of the enterprise。

Chapter III Members
Article 7 There shall be organization members and honorary members in this association:
1) All enterprises and institutions whoever obtained the business license from the State Industry and Commercial Administration, and public organizations that approved by and registered in relevant department in this industry can apply for joining in the association, and shall become the organization member of the association after the “ Application for Membership of the China Leather Industry Association” is completed and approved. The representative of the organization member shall be the legal person or his authorized person in such organization;
2) All wholly foreign-owned enterprises and representative organizations legitimately established within the territory of China can apply for joining in the association, and shall become the honorary member of the association after the “Application for Membership of the China Leather Industry Association” is completed and approved;
3) If needed by work, the association can invite leaders and experienced experts concerned to serve on the honorary position or as consultant.
Article 8 To apply for a organization member and honorary member, the following conditions must be met：
1) To support this Articles of Association；
2) Willing to join in the association；
3) Being influential to a certainty in this sector.
Article 9 Entrance procedure of membership:
1) Complete the “Application for Membership of the China Leather Industry
Association”；
2) Reviewed and approved by the secretary division of the association, for special cases, must be approved by the board of directors through discussion；
3) Certificate of membership issued by the secretary division.
Article10 Members shall enjoy the following rights:
1) The right of suffrage, the right to be elected and the voting power in the association (with exception of that stipulated in 2 and 3 of Article 7 of Chapter III) ；
2) To participate relative activities of the association；
3) Have the priority to get services from the association；
4) The rights of criticizing, suggesting and supervising the work of the association；
5) Join in voluntarily and withdraw freely.
Article 11 Members shall perform the following obligations:
1) To implement the resolutions of the association；
2) To maintain the legitimate rights and interests of the association；
3) To fulfill the task assigned by the association.；
4) To pay the subscriptions as per the rules;
5) To report to the association and provide relevant information.
Article 12 When withdrawing, members shall notify the association in writing and return the certificate of membership. Where the members fail to pay the subscriptions or to participate the activities organized by the association for 2 years, they shall be deemed as withdrawn automatically.
Article 13 The members whose act seriously violates this articles of association shall
be expulsed upon approved by the board of directors or administrative board of
directors through voting.

Chapter IV Organizational structure and the election and dismissal of the supervisor
Article 14 The member’s congress shall be the highest organ of power of the association. The functions and powers of the member’s congress are:
1)To set up and revise the articles of association；
2) To elect and dismiss the director, administrative director and vice director；
3) To examine and approve the working report and accounting report of the board of directors；
4) To examine and approve and decide on other important matters；
5) To decide on the terminate matter.
Article 15 The member’s congress must be held with its attendants more than
two-third of the member representatives, the resolutions thereof shall be effective only upon it is adopted by more than half of the attended member representatives.
Article 16 The term of member’s congress is four years. Where the term changing
needs to be moved up or postponed due to special reasons, such moving up or
postpone must be adopted upon approved by the board of directors through
voting and reported to the administrative department for examine as well as
approved by the public organization registration administrations. The postponed
period of term changing shall not exceed 1 year.
Article 17 The board of directors shall be the organ of execution of the member’s congress and it supervises the association to carry out ordinary routine during the close of the meetings and shall be responsible to the member’s congress.
Article 18 The functions and powers of the board of directors:
1) To implement the resolutions of the member’s congress；
2) To elect and dismiss the director, vice director and secretary general；
3) To report to the member’s congress the working and accounting status；
4) To decide on the expulsion of the members；
5) To decide on the establishing of working offices, branches and entities；
6) To set up internal administrative system；
7) To decide on other important matters.
Article 19 The meetings of board of directors must be held with its attendants more than two-third of the directors, the resolutions thereof shall be effective only upon it is adopted by more than two-third of the attended directors.
Article 20 The meetings of board of directors shall be held at least once a year, and in the form of communication in case that special circumstances occur.
Article 21 The association shall have a administrative board of directors that shall be elected by the board of directors, who shall exercise the functions and powers stipulated in 1,3,4,5,6,7 of Article 18 during the close of the meetings and be responsible to the board of directors.
Article 22 The meetings of the administrative board of directors must be held with its attendants more than two-third of the administrative directors, the resolutions thereof shall be effective only upon it is adopted by more than two-third of the attended administrative directors.
Article 23 The meetings of administrative board of directors shall be held at least once a year, and in the form of communication in case that special circumstances occur.
Article 24 The directors, vice directors and secretary general of the association shall posses following qualifications:
1) Adhere to the Party’s line, principle and policy with good political level;
2) Have relatively great influence in this sector；
3) The maximal age of office of the full time director and secretary general shall not be more than 60 while that of the full time vice director and vice secretary general not more than 65; the secretary general shall be full time;
4) Being in good health for normal working；
5) Have high education and business level；
6) Have full capacity for civil conduct.
Article 25 The directors, vice directors and secretary general of the association that is older than the maximal age of office may hold the position upon they are approved by the board of directors through voting, and reported to the administrative department for examination as well as approved by the public organization registration administrations.
Article 26 The term of the office of the directors, vice directors and secretary general of the association is four years. Where the term of office needs to be expended for special reasons, such term expending shall be subject to the fact that it is adopted by more than two-third of the attended member representatives of the member’s congress and reported to the administrative department for examination as well as approved by the public organization registration administrations.
Article 27 The director of the association shall be the legal person of this organization. The legal person of this organization may not concurrently serve as legal person of other organizations.
Article 28 The director of the association shall exercise the following functions and powers:
1) To convene and preside over the meetings of board of directors (or meetings of administrative board of directors);
2) To examine the implementation of the resolution of the member’s congress and the meetings of board of directors (or meetings of administrative board of directors) ；
3) To sign relevant important documents on behalf of the association.
Article 29 The secretary general of the association shall exercise the following functions and powers:
1) To be in charge of the ordinary routine of the working offices, to organize the implementation of the annual working plans；
2) To coordinate all the working offices, branches and entities for carrying on the work；
3) To propose the vice secretary general and the main supervisors of the working offices, branches and entities and report to the board of directors or administrative board of directors for their decision;
4) To decide on the appointment of full time staffs of the working offices, branches and entities；
5) With authorization of the board of directors, to approve joining in of the members；
6) To take up other ordinary routine。

Chapter V Assets Managing and Using Principles
Article 30 The source of the funds of the association
1) Subscriptions；
2) Donations；
3) Government sponsoring；
4) Income of the of activities or services performed within the examined and approved business scope；
5) Interests；
6) Other legitimate income。
Article 31 The association shall charge the subscriptions in accordance with the relative state regulations.
Article 32 The funds of the association must be used within the business scope and for the career development stipulated in this articles of association, and may not distribute among the members.
Article 33 The association shall establish strict accounting management system to ensure the legality, truth, correctness and completeness of the accounting data.
Article 34 The association shall have the financial personnel with professional qualifications. The accountant may not concurrently serve as treasurer. The financial personnel must conduct accounting calculation and supervising. When the financial personnel transfer or quit the job, the hand over facilities must be carried out with the personnel who take over the job.
Article 35 The assets management of the association must abide by the accounting management system made by the state, and shall be supervised by the member’s congress and financial department. Where the funds being the state source appropriation or social source donations, they must be supervised by the audit authority and relevant information shall be announced to the public in a proper way.
Article 36 The association must undertake accounting audit conducted by the public organization registration administrations and business-supervising department before the changing of its term or legal person.
Article 37 No institutions, individuals may embezzle, private appropriate and misappropriate the assets of the association.
Article 38 The wages, insurance and welfare of the full time staffs in the
association shall be carried out referring to the relevant state regulations for the
institutions.

Chapter VI Revising Procedure of the Articles of Association

Article 39 Revising on the articles of association of the organization must be examined and approved by the member’s congress after it is adopted by the meeting of the board of directors through voting.
Article 40 The revised articles of association must be examined and approved by the business supervising authority within 15 days after it is adopted by the member’s congress, and it shall come into force upon it is reported to and examined and approved by the public registration administrations.

Chapter VII Terminate Procedure and the Property Disposal After Termination
Article 41 In case that the aim of the association is completed or the association is dissolved automatically, or it is required for cancellation due to some specific reason, the terminate agreement shall be proposed by the board of directors or the administrative board of directors.
Article 42 The terminate proposal of this association must be adopted by the member’s congress through voting, and shall be reported to the business supervising department for examining and approving.
Article 43 Before the association is terminated, a liquidation committee shall be formed by the instruction of business supervising department and relevant authority to clear up claims and debts and deal with the aftermath. During liquidation, no activities outside the liquidation might be carried out.
Article 44 This organization shall be terminated after the cancellation for registration facilities is completed in the public registration administrations.
Article 45 The remaining property after termination of the association shall be used for developing projects that have aims related with the association under the supervision of the business supervising authorities and public registration administrations in accordance with relative state regulations.

Chapter VIII Supplementary Provisions
Article 46 This articles of association is adopted at the enlarged session of the
meeting of board of directors on October 10, 1999.
Article 47 Right to interpretation to the articles of association lies in the secretary
division of the association.
Article 48 This articles of association shall go into effect on the day on which it is
examined and approved by the public registration administration