Articles of Association of Shandong Equipment Manufacturing Industry Association

CommentaryOn December 25, 2021, the association held a general meeting for the election of new members. The articles of association were passed by member representatives at the meeting and approved for filing by the Department of Civil Affairs. The articles of association, which have been officially filed with the Department of Civil Affairs, are now announced as follows:

Articles of Association of Shandong Equipment Manufacturing Industry Association

Chapter 1 General Provisions

 Article 1: The name of this organization is Shandong Equipment Manufacturing Industry Association (SEMIA).

Article 2: This organization is a provincial, industry-specific, non-profit social organization voluntarily formed by enterprises, institutions, and social organizations engaged in equipment design, manufacturing, and service operations in this province.

Article 3: The purpose of this organization is to abide by the Constitution, laws, regulations, and national policies, practice socialist core values, promote patriotism, abide by social morality, consciously strengthen the construction of integrity and self-discipline, implement government policies and guidelines, reflect the wishes and requirements of members, and play a bridging and linking role between enterprises and the government; Do a good job in industry coordination, service, and guidance, and safeguard the common interests and legitimate rights and interests of all members; Carry out exchange activities with domestic and foreign industry organizations, and make positive contributions to the development and revitalization of our province's equipment manufacturing industry.

Article 4 The Group adheres to the overall leadership of the CPC, establishes CPC organizations according to the provisions of the Constitution of the CPC, carries out Party activities, and provides necessary conditions for the activities of Party organizations.

Article 5 The administrative organ for the registration of this group is the Department of Civil Affairs of Shandong Province. This group accepts the business guidance and supervision and management of the organization registration management agency, the comprehensive party committee of social organizations, and the relevant industry management departments. 

Article 6: The domicile of this organization is Jinan City, Shandong Province.

Chapter 2  Business Scope

 Article 7: The business scope of this organization must be specific and clear

（1） According to the provincial economic development strategy and in combination with the industry situation, actively promote and implement relevant policies and guidelines, accept government commissions, and assist relevant departments of the provincial government in implementing industry management for the equipment manufacturing industry;

（2） Entrusted by the government, organize and implement industry research, undertake industry statistical work, establish a "provincial equipment manufacturing industry database", and conduct economic operation analysis. Participate in industry vocational skill appraisal, quality certification, achievement or project evaluation, enterprise qualification certification, as well as the formulation and revision of relevant national and industry standards, and organize their implementation. Provide suggestions to government departments on industry development plans, economic and technological policies, and economic legislation, and participate in relevant activities;

（3） Proactively and promptly raise common issues in the equipment manufacturing industry to government departments, reflect the wishes of member enterprises, safeguard the legitimate rights and interests of member enterprises, and serve as a bridge and link between the government and enterprises;

（4） Conduct domestic and international market research, analyze market trends, develop information resources, establish an information center centered on "market demand and investment feasibility", and provide reliable information consulting services for government decision-making and member enterprises;

（5） Accelerate the technological progress and industrial development of our industry, organize special forums, experience exchanges and other activities, carry out training on talent, technology, profession, enterprise management, regulations and other aspects, accelerate the improvement of the modernization management level and international competitiveness of enterprises in our province, as well as the quality of the equipment manufacturing industry team;

（6） Carry out industry self-discipline, formulate industry rules and regulations, coordinate relationships between industries and member units, provide legal consulting services to member enterprises, and maintain fair competition and market order;

（7） Organize various activities related to domestic and foreign economic organizations and groups in the industry, including economic and technological inspections and exchanges, holding various exhibitions, economic and trade negotiations, etc., to promote the development of foreign trade and economic and technological cooperation and exchanges among member enterprises;

（8） Carry out industry news publicity in various forms, especially by using the Internet and other modern media means, and use public opinion to promote and guide the development of the industry. Timely release economic and technological information related to the domestic and international equipment manufacturing industry, guiding the healthy and scientific development of the industry and member enterprises. Edit, publish, and distribute conference journals, yearbooks, and other publications;

（9） Undertake government procurement services and handle related matters entrusted by the government and member enterprises.

Chapter 3  member

Article 8: The types of members of this organization are unit members.

Article 9: Members who apply to join this organization must meet the following conditions:

（1） Support the constitution of our group;

（2） Willingness to join this group;

（3） Has a certain influence in the business (or industry, discipline) field of this group;

（4） An equipment manufacturing enterprise legal person who has been approved and registered by the administrative department for industry and commerce, obtained a business license, has stable production and operation, a certain scale, good reputation, and has a significant influence in the industry;

（5） Social organizations related to equipment manufacturing that have been officially registered with the civil affairs department;

（6） Public institutions registered with the institutional staffing department in the fields of teaching and research related to equipment manufacturing.

Article 10: The procedure for membership is as follows:

（1） Submit the application for membership;

（2） Approved through discussion by the Council or Executive Council;

（3） Membership certificates are issued by institutions authorized by the board of directors or executive board.

Article 11: Members enjoy the following rights:

（1） The voting rights, the right to be elected, and the right to vote of this group;

（2） Participate in the activities of our group;

（3） Priority in obtaining services from our group;

（4） The right to criticize, suggest and supervise the work of this group;

（5） Voluntary membership and free withdrawal;

（6） Please request this association to safeguard its legitimate rights and interests, and submit opinions and requirements to relevant departments through this association.

Article 12: Members shall fulfill the following obligations:

（1） Implement the resolutions of this group;

（2） To safeguard the legitimate rights and interests of our group;

（3） Complete the tasks assigned by our group;

（4） Pay membership fees according to regulations;

（5） Report the situation to our group and provide relevant information;

（6） Regularly provide rationalization suggestions to our association.

Article 13: Members who withdraw from the association shall notify the group in writing and return their membership cards.

If a member fails to pay membership fees or participate in group activities for one year, it will be deemed as automatic withdrawal.

Article 14: If a member seriously violates this Articles of Association, they shall be expelled by a vote of the Council or the Executive Council.

Chapter Four  Selection and removal of organizational structure and responsible persons

Article 15: The highest authority of this organization is the General Assembly of Members, and the powers of the General Assembly of Members are:

（1） Formulating and amending the articles of association;

（2） Election and dismissal of directors and supervisors;

（3） Deliberate the work report and financial report of the council;

（4） Deliberate the work report of the supervisory board (or supervisors);

（5） Develop and revise membership fee standards;

（6） Deciding on termination matters;

（7） Develop and revise the work policies and development plans of this association;

（8） Develop and revise self regulatory agreements;

(IX) review of the work report of the Board of Supervisors

(X) decide on other important matters.

Article 16 The member representative assembly must be attended by more than 2/3 of the members (or member representatives) before it can be convened, and its resolution must be passed by more than half of the members (or member representatives) present before it can take effect. The formulation and amendment of the articles of association, membership fee standards and other major matters shall be approved by more than 2/3 of the members (or their representatives) before they can take effect.

Article 17 The membership congress shall be held for five years. No extension is allowed after the expiration of the term. If it is necessary to change the term in advance due to special circumstances, it shall be approved by the board of directors and submitted to the administrative organ of association registration for approval.

Article 18 the board of directors is the executive body of the members' Congress, which leads the group to carry out its daily work and is responsible to the members' Congress when it is not in session. The term of office of the Council is the same as that of the Members' Congress.

Article 19 The functions and powers of the Council shall be:

（1） Implement the resolutions of the member representative assembly;

(II) elect and dismiss the president, vice-presidents, secretary-general and executive directors;

(III) preparations for the convening of a representative assembly of members;

（4） Report work and financial status to the member representative assembly;

（5） Deciding on the absorption or expulsion of members;

(VI) decide on the establishment, change and termination of offices, branches, representative offices and entities;

(VII) decide on the appointment of the secretary-general, deputy secretary-general, and principal responsible persons of various institutions;

(VIII) lead the work of the institutions of the group;

（9） Develop internal management systems;

（10） Deciding on other significant matters.

Article 20 The matters shall be elected by the Congress of Members and shall enjoy the following rights:

(I) the right to elect, be elected and vote in the Council;

(II) the right to know, suggest and supervise the work situation, financial situation and major issues of the group;

(III) participate in the development of internal management system, put forward opinions and suggestions;

(IV) the right to propose to the president or the council to convene an interim meeting.

Article 21 The directors shall abide by laws, regulations and the provisions of this Articles of Association, faithfully perform their duties, safeguard the interests of the group, and perform the following obligations:

(I) attend meetings of the Council and implement its resolutions;

(II) exercise the functions and powers lawfully entrusted to him with prudence, earnestness, diligence, independence and due diligence;

(III) not to take advantage of the power of the director to seek illegitimate interests;

(IV) not engage in activities that harm the legitimate interests of the group;

The (V) shall not disclose the confidential information related to the organization obtained during the term of office, except as otherwise provided by laws and regulations;

(VI) accept the lawful supervision and reasonable suggestions of the supervisors on the performance of their duties.

Article 22 The board of directors must have more than 2/3 of the directors present before it can be convened, and its resolution must be passed by more than 2/3 of the directors present before it can take effect.

Article 23 The Council shall hold a meeting at least once a year; in special circumstances, it may also be held in the form of communication. Council meetings involving resolutions on major matters such as re-election, people, finances, and materials shall not be convened by means of communication.

Article 24 This group shall establish a standing council. The Standing Council is elected by the Council, and when the Council is not in session, it exercises the first and 3. 5. of the Council's functions and powers 6. 7. the 8. nine functions and powers, and is responsible to the Council. The number of executive directors shall not exceed 1/3 of the number of directors.

Article 25 The standing council can only be convened if more than 2/3 of the standing directors are present, and its resolution can only take effect if it is approved by more than 2/3 of the standing directors present.

Article 26 The Standing Council shall hold a meeting at least once every six months; in special circumstances, it may also be held in the form of communication. Meetings of the Standing Council that involve resolutions on major matters such as human, financial and material matters shall not be convened by means of communication.

Article 27 The president, vice-president and secretary-general of the organization must meet the following conditions:

(I) adhere to the party's line, principles and policies and have good political quality;

(II) have a significant impact on the Group's business areas;

The maximum age of the president, vice-president and secretary-general of the (III) shall not exceed 70 years old;

(IV) good health, can adhere to the normal work;

(V) has not been deprived of political rights of criminal punishment;

(VI) have full capacity for civil conduct.

Article 28 If the president, vice-president, or secretary-general of the group exceeds the maximum age of appointment, they must be voted and approved by the board of directors, reported to the comprehensive party committee of the social organization for review, and approved by the association registration management agency before serving.

Article 29 The term of office of the chairman, vice-chairman, and secretary-general of this group shall be the same as the term of office, and the term of office shall not exceed two terms. If the term of office needs to be extended due to special circumstances, it must be approved by more than two-thirds of the members (or member representatives) of the member representative assembly, submitted to the comprehensive party committee of the social organization for review and approved by the association registration management agency before serving.

Article 30 The president of this group shall exercise the following functions and powers:

(I) convene and preside over the Council and the Standing Council;

(II) and inspecting the implementation of the resolutions of the member representative assembly, the council and the standing council;

Article 31 The vice president and secretary general of the group shall assist the president in his work. The Secretary-General of this organization adopts the selection system and exercises the following duties:

(I) coordination of the work of the agencies;

(II) preside over the office to carry out daily work;

(III) to attend the Council, the Standing Council and the General Assembly (General Assembly);

The (IV) nominates the deputy secretary-general and the main person in charge of the agency, and submit it to the council or the standing council for decision;

(V) decide on the employment of full-time staff;

(VI) draw up the internal management system and report it to the council or the standing council for approval;

(VII) handle other daily affairs.

Article 32 The president of this group shall serve as the legal representative. The legal representative signs relevant important documents on behalf of the group. The legal representative of this group shall not concurrently serve as the legal representative of other social groups.

Article 33 If the person in charge of the executive agency serving as the legal representative of the group is removed, or the original legal representative of the group does not cooperate in the registration of the change of the legal representative, the group may, in accordance with the resolution of the member representative assembly agreeing to the change, the newly elected legal representative shall exercise his functions and powers on his behalf and apply to the registration administration authority for change registration.

Article 34 The Group shall establish a board of supervisors. The term of office of the supervisor shall be the same as that of the director and may be re-elected upon expiration of the term. Directors and financial management personnel shall not concurrently serve as supervisors.

Article 35 The supervisors shall abide by the relevant laws and regulations and the articles of association, be faithful and diligent, and exercise the following functions and powers:

(I) attend the meetings of the Council and the Standing Council as nonvoting delegates, and raise questions or suggestions on the resolutions of the Council and the Standing Council;

(II) supervise the performance of the directors, executive directors, and persons in charge of the organization, and propose to remove the persons in charge, directors, and executive directors who violate laws, administrative regulations, and articles of association in accordance with procedures;

(III) checking financial and accounting information and supervising the Council's implementation of the resolutions of the General Assembly of Members;

The (IV) shall promptly correct the acts of directors, executive directors, responsible persons and financial management personnel that damage the interests of the group;

(V) report the problems in the work of the group to the registration management agency, the comprehensive party committee of social organizations, the industry management department, and the taxation and accounting authorities;

(VI) decide on other matters that shall be deliberated by the supervisors.

Article 36 The supervisor may investigate the activities of the group; if necessary, he may hire an accounting firm to assist him in his work. The expenses necessary for the supervisors to exercise their functions and powers shall be borne by the group.

Chapter 5  Branches, representative offices

 Article 37 the group may, in accordance with the purpose and business scope stipulated in the articles of association, decide on its own the establishment, modification and termination of branches and representative offices. The aforementioned decisions shall be discussed and adopted by the Council or the Standing Council, minutes of the meeting shall be made, and the original materials shall be properly preserved. A branch is an organization established by the group to specialize in a certain business activity of the group according to the needs of carrying out activities, according to the division of business scope or the characteristics of membership. A representative agency is an agency set up by the group in its activity area outside its domicile to carry out activities on behalf of the group and undertake the tasks assigned by the group. Branches and representative offices of this group are an integral part of this group. They do not have legal personality, may not open bank accounts, may not formulate separate articles of association, may not issue any form of registration certificate, and carry out activities and develop members within the scope authorized by this group. The legal responsibility shall be borne by this group.

Article 38 The group shall not establish regional branches, and shall not establish branches or representative offices under branches or representative offices.

Article 39 Branches and representative offices shall use the full name of the organization to carry out activities, and shall not exceed the business scope of the organization. The names of branches and representative offices shall not be named after "center", "alliance", "research society", "promotion association", "research institute" and other names that are easily confused with various legal person organizations, and shall not use the words "China", "Zhonghua", "National", "State", "Shandong", "Qilu", "the whole province" and so on in their names, the branch ends with the words "branch", "professional committee" and "working committee", and the representative office ends with the words "office", "representative office" and "liaison office.

Article 40 The person in charge of a branch or representative office shall not exceed the age of 70 and shall serve no more than two consecutive terms.

Article 41 The finances and accounts of branches and representative offices shall be incorporated into the unified management of the group, and management fees, sponsorship fees, etc. shall not be collected or disguised in the name of the establishment of branches and representative offices, and the above-mentioned institutions shall not be entrusted to other organizations for operation. Ensure that branches and representative offices act in accordance with the law and carry out activities in accordance with the articles of association.

Article 42 The organization shall submit the name, person in charge, domicile, establishment procedures, activities and other relevant information of its branches and representative offices to the registration management agency in the annual work report, and accept the annual inspection. No fraud is allowed. At the same time, the above information should be disclosed to the public in a timely manner and consciously accept social supervision.

Chapter VI  management system and conflict resolution mechanism

Article 43 The cooperation between this group and overseas NGOs in carrying out activities in China shall abide by the relevant provisions of the Law on the Administration of Domestic Activities of Overseas NGOs in the People's Republic of China.

Article 44 The group shall establish and improve the corporate governance structure system and improve the relevant management procedures. Establish "Member Management Measures", "Information Disclosure Measures", "Member Representative Election Measures", "Membership Fee Management Measures", "Council Voting Rules", "Member (Representative) Assembly Election Rules", "Branch Office, Representative Office Management Measures" and other related systems and documents.

Article 45 the group shall establish and improve the internal management system of certificates, seals, archives and documents, and properly keep the above articles and materials in the office and residence of the group. No unit or individual may illegally occupy them. When a manager transfers or leaves a job, he must clear the handover procedures with the receiver.

Article 46 When the certificate and seal of this group are lost, it shall be approved by more than 2/3 of the directors of the board of directors, and after the loss statement is published in the newspapers and periodicals issued publicly at the provincial level, it shall apply to the registration administration authority for re-issuance or engraving. If it is illegally occupied by an individual, it shall be returned through legal channels.

Article 47 The organization shall establish a mechanism for democratic consultation and internal conflict resolution. If an internal conflict occurs that cannot be resolved through consultation, it may be resolved in accordance with the law through mediation, litigation, and other means.

Chapter 7  Asset management, principles of use

Article 48 Sources of funding for the Group:

(I) membership dues;

(II) donations;

(III) government funding;

(IV) income from activities or services carried out within the approved business scope;

(V) interest;

(VI) other lawful income.

Article 49 The group shall collect membership dues in accordance with the relevant provisions of the State.

Article 50 The funds of the group must be used for the business scope and the development of the cause as stipulated in the articles of association, and shall not be distributed among the members.

Article 51 This group earnestly implements the Accounting System of Non-profit Organizations, establishes a strict financial management system, and ensures that the accounting information is legal, true, accurate and complete.

Article 52 This group is equipped with accounting personnel with professional ability. An accountant may not concurrently act as a cashier. Accounting personnel must carry out accounting and carry out accounting supervision. When an accountant moves or leaves his or her job, he or she must clear the handover procedures with the receiver.

Article 53 The asset management of this group must implement the financial management system prescribed by the state and accept the supervision of the member representative assembly and the financial department. If the source of assets belongs to the state appropriation or social donation or support, it must be subject to the supervision of the auditing agency and the relevant information must be announced to the public in an appropriate manner.

Article 54 The allocation and disposal of major assets of the group must be reviewed by the member representative assembly or the council or the standing council.

Article 55 if the resolution of the board of directors or the standing council of the group violates the provisions of laws, regulations or articles of association and causes losses to the group, the directors and standing directors participating in the deliberation shall bear the responsibility. However, if it is proved that the objection was made at the time of voting and recorded in the minutes of the meeting, the director or executive director may be exempted from liability.

Article 56 Before the group changes its legal representative, it must accept the financial audit organized by the registration and management organ of the association. During the term of office of the legal representative of the group, if the group violates the regulations on the Administration of Registration of Social organizations, the measures of Shandong Province for the implementation of the regulations on the Administration of Registration of Social organizations and the articles of Association, the legal representative shall bear the relevant responsibilities. If the legal representative of the group is dereliction of duty, resulting in illegal acts or property losses in the group, the legal representative shall bear personal responsibility.

Article 57 All the assets of the Group and their appreciation shall be owned by the Group, and no unit or individual may misappropriate, divide or misappropriate them, nor may they be distributed among its members.

Article 58 The salary, insurance and welfare benefits of the full-time staff of this group shall be implemented with reference to the "Guiding Opinions of the Ministry of Civil Affairs on Strengthening and Improving the Salary Management of Social Organizations" and other relevant regulations..

Chapter VIII  Information Disclosure and Credit Commitment

 Article 59 the group shall, in accordance with relevant policies and regulations, fulfill the obligation of information disclosure, establish an information disclosure system, and timely disclose to its members annual work reports, reports issued by third-party institutions, income and expenditure of membership fees, and other information that the Council deems necessary to disclose, timely disclosure of information on registration matters, articles of association, organizational structure, acceptance of donations, credit commitments, government transfers or entrustment matters, available services and operation to the public.

The group has established a press spokesman system. With the approval of the Council or the standing Council, it appoints or designates a person in charge as a press spokesman to actively respond to social concerns through regular or irregular press conferences, briefings and interviews on important activities, major events or hot issues of the organization. The content of the press release shall be examined and approved by the legal representative of the group to ensure the correct direction of public opinion.

Article 60 The organization shall establish an annual report system, and the contents of the annual report shall be disclosed to the public in a timely manner and subject to public supervision.

Article 61 the group shall establish a credit commitment system focusing on the service content, service mode, service object and charging standard, and disclose the content of credit commitment to the public.

Chapter IX  Procedures for Amending the Articles of Association

Article 62 Amendments to the constitution of the organization shall be submitted to the member representative assembly for deliberation after being approved by the board of directors.

Article 63 The revised articles of association of the organization shall be submitted to the association registration management authority for approval within 15 days after the member representative assembly is passed.

Chapter X  Termination Procedure and Disposal of Property after Termination

Article 64 If the group completes its purpose or dissolves itself or needs to be canceled due to division or merger, the board of directors or the standing board of directors shall propose a motion for termination.

Article 65 The motion for termination of this group shall be passed by a vote of the members' congress.

Article 66 Before the termination of this group, a liquidation organization shall be established in accordance with the law, and a public announcement shall be published in newspapers and periodicals issued at the provincial level to clean up claims and debts, deal with the aftermath, and accept the cancellation and liquidation audit organized by the association registration management agency. During liquidation, no activities other than liquidation shall be carried out.

Article 67 This group shall be terminated after the registration management organ of the association has gone through the formalities of cancellation of registration.

Article 68 The remaining property after the termination shall be used for the development of undertakings related to the purpose of the association under the supervision of the registration and management organ of the association and in accordance with the relevant provisions of the State.

Chapter XI  Supplementary Provisions

Article 69 The Articles of Association shall be adopted by the General Assembly of Members on December 25, 2021.

Article 70 The power of interpretation of these Articles of Association shall belong to the Council of the Group.

Article 71 The Articles of Association shall enter into force on the date of approval by the administrative organ of association registration.