The Constitution Of China Shipowners’ Association (CSA)

Article 2 The Nature of the Association China Shipowners' Association(CSA), a nation-wide social rouping without limit of districts and sectors, is registered in the People's Republic of China as a trade  organization by the owners and operators of merchant ships on the voluntary basis, engaging in water transport,
which is a non-profit making social organization and obtained legal corporate body status according to the law.

Article 3 Objectives of the Association The objectives of this Association shall be: to abide by the constitution and the relevant laws, regulations and policies of the State as well as good social order, to safeguard the legitimate rights and interests of China's shipping companies, to play the role of a 1iaison body between the government and the shipping companies and to promote the development of China's water transport industry so as to cater for the needs of the economic growth of the country.

Article 4 This Association is under the guidance and supervision of the Ministry of Communications and the Ministry of Civil Affairs of the People’s Republic of China.

Article 5 Place of Business This Association is located at No.6 of Dong Chang An Street, East District, Beijing, People's Republic of China.

(1)To organize the members of this Association to study and implement the laws, regulations, guiding principles and policies of the State governing water transportation,liaise the industry with government authorities and inquire into the problems arising from the business of water transportation of this country and to provide information for and make suggestions to the competent authorities of the Chinese government;

(2)To help the government authorities undertake administrative matters of the water transportation industry and to carry out tasks entrusted by the government authorities;

(3)To study the laws, regulations and policies relating to domestic and international waterborne trade, participate actively in the activities of making and amending the laws and regulations thereof, take appropriate measures and put forward suggestions when problems affecting China's water transport arise;

(4)To study the relationship between supply and demand and the trend of development of the shipping market, to provide the members of this Association with consultation services and to adopt strategic and tactic measures to develop China's water transportation industry;

(5)To coordinate the relations between the members of this Association, look into matters concerning the establishment of shipping lines, deployment of ships,fixing of freight rates and collection of port charges and seek solutions to problems arising therefrom;

(6)To organize national and international expertise and technical exchanges, conduct lecture courses and seminars, and form study groups so as to raise the vocational and technical level of the members of this Association;

(7)To organize business and technical training and services, to and to promote new technology and the progress of technology in shipping;

(8)To strengthen the cooperation between the relevant organizations at home and abroad, to take part, on behalf of Chinese shipowners, in relevant international activities and to exchange views and negotiate on the issues concerned so as to safeguard the legitimate rights and interests of Chinese shipowners;

(9)To compile reading materials relating to shipping and to take up and /or organize researches concerning the development of the shipping industry;

(10)To collect and put in order reference materials concerning the business activities and development of domestic and international waterborne trade, and publish periodicals and non-periodicals for the members of this Association;

(11)To carry out wide range consultations, to provide services to all members；

(12)To guide the local member associations to work.

All the owners, operators and managers of merchant ships registered in accordance with the regulations concerned in the People's Republic of China, the related trade enterprises and entities in connection with shipping affairs, the provincial and municipal shipowners’associations legally established in the different local areas, as well as all quite well-known shipping experts,scholars with zest in shipping affairs and experienced administrative persons who have fairly strong influence in the realm of shipping industry are entitled to apply for membership of this association.

Article 8 The following conditions must be met in order to apply for membership:

(1)Support the Constitution of the Association;

(2)Has the wish of joining;

Article 9 The procedures for admittance into this Association shall include:

(1)Submission of application;

(2)Discussion in and approval by the Council;

(3)Approval by the organization authorized by the Council or solicit the approval of Council members through correspondence during the adjournment of the Council meeting, and to be followed by subsequent endorsement by the next Council meeting;

(4)Issue of membership certificate by the Council or the Organization authorized thereby.

Article 10 The rights of member are as follows:

(1)To elect and be elected, and to vote in the Association;

(2)To participate in the activities held by the Association;

(3)To enjoy preferential treatment in the professional and technical services provided by this Association;

(4)To make criticisms or suggestions and exercise supervision over the work of this Association;

(5)To join the Association on voluntary basis and withdraw therefrom if so wishes.

Article 11 The obligations of Member are as follows:

(l)To abide by the constitution of this Association;

(2)To carry out the resolutions of this Association;

(3)To safeguard the legitimate rights and interests of this Association;

(4)To take an active part in the various activities organized by this Association and to undertake and accomplish the work entrusted by this Association;

(5)To pay membership dues as required;

(6)To report to the Association what has happened and to provide relevant information.

Article 12 For withdrawal, a member shall send in a note in writing and send back the certificate issued.

The annual membership dues shall not be refunded to the members withdrawn.
Any member defaulting in payment of membership dues or failing in participating in the activities of this Association for a period of two years shall be deemed to have automatically withdrawn from this Association.

Article 13 Should any member seriously violate the Constitution of this Association, he shall be dismissed from the Association upon being so decided by vote by the council.

Article 14 Those of voluntary withdrawal or dismissal of membership shall have their membership certificate returned upon receipt of written notice therefor from the Association.

Article 15 The highest organ of supreme power of this Association is the General Assembly of the members, Whose powers of office shall be:

(1)To recommend the post of Honorary Chairman and Honorary Vice-Chairmen;

(2)To recomde or dismiss the posts of Council members;

(3)To review the work report and financial report of the Council;

(4)To draw up the constitution of this Association and make amendments thereto as appropriate;

(5)To make decisions on other important issues of the Association;

(6)To make decisions on the winding-up of the Association;

(7)To decide the standard of membership dues and make amendments thereto as appropriate.

Article 16 The General Assembly can only be held with2/3 of the members present and the decisions made thereby shall only become effective where over half of the members present have voted in favour thereof.

Article 17 The General Assembly shall be convened once every four years, where circumstance are such that the General Assembly should be held ahead of time or postponed, same shall be decided by the Council by voting and reported to the authorities in charge and submitted to the administrative authorities for social organizations for approval. lt should be borne in mind that such postponement shall not be longer than one year.

Article 18 The Council of this Association is the executive organ of the General Assembly. During the adjournment of the General Assembly, it shall direct the day-to-day work of the Association and report to the General Assembly. The term of office of a Council member shall be four years, and shall be eligible for re-election.

Article 19 Powers and Functions of the Council:

(l)To implement the resolutions adopted by the General Assembly;

(2)To make preparations for calling the General Assembly meeting;

(3)To elect or recall the Chairmen,Vice-Chairmen and Secretary General and to appoint advisors;

(4)To report work and financial situation to the Assembly;

(5)To decide on matters concerning acceptance or dismissal of members;

(6)To decide on setting up of offices, branches,representative offices or entities;

(7)To decide on the appointment of deputy secretary general and the major officers of various department;

(8)To direct the various departments to carry out their tasks;

(9)To formulate regulations governing the operation of the Association;

(10)To decide on other important issues of the Association.

Article 20 The Council meeting shall be held at least once a year, and, if so decided by the Standing Committee, a temporary meeting can be held. lt can also be held through the use of correspondence under special circumstances. The Council meeting can only be held with 2/3of its members being present and available for the meeting, and its resolutions shall only come into force after being adopted by over 2/3 of its members present and voted in fovour thereof.

Article 21 ln case a committee member fails to continue to act as such owing to change of work, etc.,his appointing organization shall appoint a suitable person to succeed him.

Article 22 The Standing Committee of this Association is the standing organization of the Council, its members are chosen from the council by election. lt shall exercise the functions of the Council during the adjournment thereof and shall report to the Council.(the members of standing Committee shall not exceed 1/3 of that of the council.)

Article 23 The powers and functions of the Standing Committee during the adjournment of the Council,shall be:

(1)Implementation of the resolutions of the Assembly;

(2)Preparations for the convening of the Assembly;

(3)Decisions on the acceptance or dismissal of members;

(4)Decisions on setting up of offices, branches,representative offices or entities;

(5)Decisions on appointment of deputy secretary general and major officers of various departments;

(6)Directing the various departments to carry out their tasks;

(7)Drafting regulations governing the operation of the Association.

Article 24 The standing Committee meeting shall be held at least once every 6 months. It can also be held through the use of correspondence under special circumstances. The meeting can only be convened on condition that 2/3 of its members are present, and its resolution shall only come into force after being adopted by over 2/3 of its members present and voting in favour thereof.

Article 25 This Association shall establish a Secretariat.The Secretariat is an administrative body,which shall, under the leadership of the Standing Committee, perform the daily routine of this
Association and carry out the tasks assigned by the Council, the Standing Committee and Chairman’s meeting. The Secretary General directs and is responsible for the work the Secretariat which has several departments to take up the daily work.

Article 26 This association shall have a chairman as legal representative, presiding over the work of the association, and several vice chairmen,one secretary,several deputy secretaries, and one executive vice chairman who will assist the chairman for the routine work. Depend on the need ,the executive vice chairman and the secretary general may be one person with serving period not less than 4 years in principle.
Under certain circumstances, a vice chairman or secretary general may be appointed to the position as legal representative, subject to being reviewed by the governing deparment and being approved by the registry body.
The legal representative of this association is not entitled to concurrently hold the position of legal representative for other corporation.

Article 27 The term of office of the Chairman, Vice-Chairmen and Secretary General shall be four years,and shall be eligible for re-election.The Chairman, Vice-Chairmen and Secretary General must:

(1)Strictly uphold the political line of the Party as well as its principles and policies and be of fine political standard;

(2)Have fairly strong influence in the trade to which this Association belongs;

(3)The top age limit for the position of chairman of this association shall not be over 70 while for the position of secretary general not over 60 And the secretary general works in full time for the associastion.

(4)Be of good health and able to take up daily work;

(5)Have never been deprived of political power as a punishment in criminal proceedings;

(6)Have full capacity in civil act.

Article 28 In case the age of the Chairman or Vice-Chairmen or Secretary General has exceeded the top agelimit, he can not take up the post unless and until the matter has been approved by the Council and has been reported to the administrative authorities for consideration and approval and endorsed by the authorities in charge of registration and administration of social organizations.

Article 29 The term of office of the Chairman, Vice-Chairmen and Secretary General shall not exceed two terms at most, where, under special circumstances,the term of office need to be prolonged, same shall be approved by voting by 2/3 of the members present at the general assembly and reported to the administrative authorities for consideration and approval and endorsed by the authorities in charge of registration and administration of social organizations:

Article 30 The Chairman of this Association has the following powers and functions:

(1)To call and preside over Council meeting and Standing Committee meeting;

(2)To examine the result of carrying out the resolutions of the General Assembly, the Council and the Standing Committee;

(3)To sign important documents on behalf of the Association;

(4)To call Chairman's business meeting and study and resolve important issues during the adjournment of the Standing Committee.

Article 31 This Association may in the light of the requirements of its work, appoint advisors to give legal or professional advice.

Article 32 This Association may ,if so required, establish special committees as branches of the Association.
Such committees shall carry on their work on the basis of their respective characteristics bearing in mind the objec tives and scope of business of this Association.

Article 33 If so required, this association may set up offices at the major ports.

Article 34 This Association may appoint renowned experts, scholars and executive officers to act as honourary chairman, honourary Vice-Chairmen,honourary members of the Standing Committee or of the Council.

Article 35 The Secretary General shall have the follow ing powers and functions:

(l)To organize and guide the daily work of the offices and to carry out the annual work plan;

(2)To coordinate the branches representative offices and entities in undertaking their tasks;

(3)To nominate Deputy Secretary-General and the major officers of the various offices, branches, representative offices and entities and to submit to the Council or the Standing Committee for decision;

(4)To decide on the hiring of the full-time staff of the offices, representative offices and entities;

(5)To do what the Chairman has entrusted;

(6)To deal with other daily work.

(1) Membership dues;

(2)Donations and contributions from the members;

(3)Government subsidies;

(4)Incomes from activities or services carried out within the authorized scope of business;

(5)Interests from bank;Other incomes obtained in proper ways.

(6)Other incomes obtained in proper ways.Article 37 This Association is entitled to collect membership dues according to the relevant regulations of the State.

Article 38 The financial sources of this Association can only be used for those purposes as laid down by this constitution and for the development of the shipping industry, but should not be distributed among its members.

Article 39 This Association shall establish strict financial control system to ensure that the papers and evidenees are lawful, true, accurate and complete.

Article 40 This Association is staffed with competent professional accountants. The accountants can not be cashiers at the same time. The accountants must do the work of cost calculation and control. Upon the change of work or quitting the job, the accountants must complete the procedures for taking over with the successor.

Article 41 As to the management of assets, the regula tions concerning financial management issued by the State must be complied with, and the supervision of the General Assembly and the financial authorities must be accepted. When the financial sources are those coming from the allotment of the State or the donation or contribution, same shall be under the supervision of auditors, and the relevant information shall be made accessible to the public through appropriate means.

Article 42 Before the transition of the term of office or the change of legal representative of this Association, the financial auditing organized by the authorities for registration and administration of social organizations and the administrative authorities must be accepted.

Article 43 The assets of this Association shall not be embezzled, distributed or set aside for improper use.

Article 44 The standard of salary, personal insurance and welfare of this Association shall be fixed and enforced taking into consideration those laid down for institutions by the State.

Article 48 The motion for winding-up needs to be endorsed by vote by the General Assembly and submitted to the competent authorities for review and approval.

Article 49 Before winding-up, a liquidation group shall be set up to clear up the right to debt and liabilities and deal with what is left to be doneduring the liquidation, nothing besides the liquidation should be taken up.

Article 50 This Association is would-up after its being registered for cancellation with the authorities in charge of registration and administration of social organizations.

Article 51 Any left-over assets after the winding-up of this Association shall, under the supervision of the admin istrative authorities and the authorities in charge of regis- tration and administration of social organizations, be used for such businesses as relating to the objectives of this As-sociation in accordance with the relevant regulations of the state.

Article 53 The right of interpretation of this constitution rests with the Council of this Association.