ARTICLE II. OBJECTIVES
The objectives of the Chamber are:
1. To promote the development of trade, commerce, and investment between the United States and the People's Republic of China - Tianjin Municipal Area.
2. To provide a forum in which the American business community in Tianjin, China can identify and discuss common commercial interests.
3. To work with the existing organizations in the Tianjin, China Municipal area on matters of mutual interest.
4. To maintain relations with the American Chamber of Commerce in the People's Republic of China (located in Beijing) and other Chambers of Commerce or commercial organizations elsewhere.
5. To engage in all lawful activities as may be incidental or conducive to the attainment of the foregoing objectives.
ARTICLE III. MEMBERSHIP
Section A. Types of Membership

1. Company Membership
Company Membership is defined herein to mean corporations, partnerships, sole proprietorships or other legal entities formed, founded or incorporated in the United States; or formed, founded or incorporated outside the United States, having substantial investment or operational interests held by the United States legal entities or citizens. Substantial investment or operational ownership is defined as at least 50%.
Further, the company must be established in or have a regional representative in
China and have sufficient capital investment or operating interest in China, as determined by the board of Governors.
2. Individual Membership
Any United States citizen that is a resident in China and who is engaged in business or a profession in China, but who is unable to qualify for Company Membership, shall be eligible for Individual Membership, provided he/she is twenty-one (21) years of age.
3. Associate Membership
Associate members shall be entities that do not otherwise qualify for Company
Membership or individuals who do not otherwise qualify for Individual Memberships, subject to the relevant provisions of Chinese Law.

Section B. Voting Rights
1. Company Membership
a. Each Company Membership shall nominate one or more persons of good standing who reside in China to be its representative(s) in the Chamber, one ofwhom to be named by the Company as its Voting Representative, as hereinafter defined.
Voting Representatives must be United States citizens, unless the Board determines the Member Company does not have a U.S. citizen as its representative in China.
b. Each Company Membership shall exercise its vote through the person it designated as its Voting Representative, who shall have full voting rights at any meeting of the Chamber.
2. Individual Membership
An Individual Membership shall have full voting rights at any meeting of the Chamber.
3. Associate Membership
Associate Members shall not have voting rights at any meeting of the Chamber.
4. Proxy
Any company or individual with voting rights may authorize any other member to vote on its or his/her behalf at any meeting of the Chamber. Notice of such proxy authorization must be received in writing by the Vice President - Administration not later than twenty-four (24) hours prior to the time and date of the meeting at which such proxy is to be voted.

Section D. Privilege to Hold Office
Any voting member may hold elective office in the Chamber.

Section E. Resignation
1. In order to resign a membership, written notice must be given to the Vice President - Administration.
2. The Board of Governors must confirm the resignation of any membership.

ARTICLE IV. MEETINGS OF THE CHAMBER

Section A. Annual General Meeting
An annual general meeting will be held as stipulated in the By-Laws of the Chamber.
Section B. Extraordinary General Meetings
Extraordinary General Meetings of the Chamber shall be convened by the Chairman upon direction of the Board of Governors as stipulated in the By-Laws of the Chamber.
Section C. Quorum
1. The quorum of the Annual General Meeting and Extraordinary General Meeting shall be twenty percent (20%) of the total number of voting membership of the Chamber.
2. In the event of there being no quorum present at any such meeting, the meeting will be rescheduled as stipulated in the By-Laws of the Chamber.

ARTICLE V. OFFICERS
1. The officers of the Chamber shall consist of:
a. The Chairperson
b. Vice Chairperson
c. Vice President - Administration
d. Vice President - Programs and Activities, and
e. Vice President - Treasurer
2. Duties of Officers
Officers shall carry out their duties as stipulated in the By-Laws of the Chamber.

ARTICLE VI. BOARD OF GOVERNORS
Section A. Members
1. The Board of Governors shall consist of the five (5) officers listed in ARTICLE V and additional members as stipulated by the By-Laws of the Chamber.
2. Members of the Board other than the officers listed in ARTICLE V shall be elected at the Annual General Meeting by voting members of the Chamber.
Section B. Duty of the Board of Governors
The duty of the Board of Governors is to oversee and make policy decisions with
respect to the programs sponsored by the Chamber and to make decisions on matters
affecting the Chamber when the General Meeting is not sitting.
The Board of Governors may not act contrary to expressed wishes of the General
Meeting without prior reference to it and it always remains subordinate to the General
Meeting.
Section C. Meeting of the Board of Governors
The Board of governors will meet as stipulated by the By-Laws of the Chamber.
Section D. Quorum
The quorum for a Meeting of the Board of Governors shall be a simple majority. In the event of there being no quorum present at any such meeting, the meeting will be rescheduled as stipulated in the By-Laws of the Chamber.

ARTICLE VII. AUDIT
Two persons not members of the Board of Governors will be elected as Honorary Auditors at each Annual General Meeting and will hold office for one year only and may not be re-elected.
They may be required to audit each year's accounts and present a report on them to the Annual General Meeting.

They may be required by the Chairman of the Board of Governors to audit the Chamber's accounts for any period within the tenure of the office at any date and make a report to the Board of Governors.

All said audit reports and any and all information related to them shall be kept confidential by the Honorary Auditors and by all members of the Chamber and shall not be disclosed to any
person not a member of the Chamber without express consent of the Board of Governors.
In the event that any Honorary Auditor can not complete his/her term of duty, the Board of Governors can elect a replacement Honorary Auditor during a meeting of the Board of Governors
.
ARTICLE VIII. DISSOLUTION
Section A. Means of Dissolution
1. The Chamber shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the voting members of the Chamber being resident in China expressed either in person or by proxy at a General Meeting convened for the purpose, or by postal vote.
Section B. After Dissolution
1. In the event of the Chamber being dissolved as provided above, all debts and liabilities
legally on behalf of the Chamber shall be fully discharged and the remaining funds will be devoted to such local charitable organizations as the voting members shall decide.
2. Notice of the dissolution shall be given within ten (10) days of the dissolution to the members.
ARTICLE IX. BY-LAWS OF THE CHAMBER
Voting members of the Chamber at the Annual General Meeting or Extraordinary General Meeting or Meetings of the Board of Governors may make, alter, add to, and repeal the By-Laws of the Chamber, as long as they do not conflict with the Constitution of the Chamber.
Voting members of the Chamber will be notified of any changes in the By-Laws.
ARTICLE X. AMENDMENT OF THE CONSTITUTION
No alteration or additions to the Constitution shall be made except at the General Meeting.

BY-LAWS OF THE CHAMBER
I. Membership Dues
Membership dues shall be established from time to time by the Board of Governors.
II. Meetings of the Chamber
Section A. Annual General Meeting
1. An annual General Meeting will be held not later than the month of November in each year and two (2) weeks advance written notice shall be given to the membership. Persons who are not members or voting representatives of members may be invited to attend the Annual General Meeting only upon unanimous approval by the Board of Governors.

2. The following business will be conducted at the Annual General Meeting.

a. Report of the Board of Governors.

b. A report of the previous year's accounts.
c. The election of Officers on a simple majority vote of those present and voting, including proxy votes.
d. The election of other members to the Board of Governors
e. Nominations of the aforesaid officers and Board of Governors may be proposed and seconded by any member who is entitled to vote.
Such nominations shall be submitted in such prescribed form to the VicePresident - Administration at least seven (7) days prior to the time and date of the Annual General Meeting.
3. Minutes shall be recorded for all Annual General Meetings. The minutes recorded at the Annual General Meeting shall be reviewed for accuracy, corrected as necessary, and approved at the first Meeting of the Board of Governors which follows the Annual General Meeting.
After such approval, the minutes shall be placed into the Chamber's files and shall be summarized in the following issue of the Chamber's newsletter.
The minutes shall be kept confidential by all members and shall not be disclosed to any person not a member of the Chamber without the express consent of the Board of Governors
Section B. Extraordinary General Meetings
1. Extraordinary General Meetings of the Chamber shall be convened by the Chairman upon the direction of the Board of Governors. Ten (10) days notice of any Extraordinary General Meeting must be given to the membership. Persons who are not members or voting representatives of members may be invited to attend Extraordinary General Meetings only upon unanimous approval by the Board of Governors.
2. Any member who wishes to place an item on the agenda of a General Meeting may do so provided he or she gives notice to the Vice President - Administration one week before the meeting is due to be held.
3. Minutes shall be recorded for all Extraordinary General Meetings. The minutes recorded at said Extraordinary General Meeting, shall be reviewed for accuracy, corrected as necessary, and approved at the next Meeting of the Board of Governors which follows the Extraordinary General Meeting.
After such approval, the minutes shall be placed in the Chamber's files and shall be summarized in the following issue of the Chamber's newsletter.

The minutes shall be kept confidential by all members and shall not be disclosed to any person not a member of the Chamber without the express consent of the Board of Governors
Section C. Quorum
In the event of there being no quorum present at any such meeting, the meeting shall be adjourned tot he following week at a place, date, and time to be appointed, and should the number then present, including proxy votes, be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to alter, amend, or make additions to any proposed resolution presented at the adjourned Annual General Meeting or Extraordinary General Meeting.
For the purposes of this section, all proxy votes held by any person attending any meeting will be counted separately to determine whether a quorum exists.

III. Duties of Officers

1. The Chairperson shall exercise general supervision over the affairs of the Chamber, represent the Chamber in external relations, and preside over all meetings of the Chamber.
2. The Vice Chairperson, in the absence of the Chairperson, shall have the same powers and authority as the Chairperson.
3. The Vice President - Administration shall keep all reports, except financial records of the Chamber, including minutes of all Annual General Meetings, Extraordinary General Meetings, and meetings of the Board of Governors. All said reports, minutes, and other matters shall be kept confidential and shall not be disclosed to any person not a member of the Chamber without the express consent of the Board of Governors.
The Vice President - Administration, in the absence of the Chairperson and Vice Chairperson, shall have the same powers and authority as the Chairperson.
4. The Vice President - Programs/Activities shall exercise general supervision over the programs and activities sponsored by the Chamber.
5. The Vice President - Treasurer shall keep all funds and collect all moneys on behalf of the Chamber and shall keep correct account of all financial transactions of the Chamber. All accounting information and other records kept by the Vice President Treasurer shall be kept confidential and shall not be disclosed to any person not a member of the Chamber without the express consent of the Board of Governors.

IV. Board of Governors
The Board of Governors shall consist of no greater than ten (10) persons, including the five (5) officers listed in ARTICLE V. of the Constitution.
V. Meetings of the Board of Governors
1. The Board of Governors of the Chamber shall meet not less than once each two (2)months to discuss ongoing matters of concern to the Chamber.
2. Any members of the Chamber or voting representatives of any members are welcome to attend and participate in discussions at any Meetings of the Board Governors.
Persons who are not members or voting representatives of members may be invited to attend Meetings of the Board of Governors.
Participants at the Meetings of the Board of Governors who are not members of the Board of Governors shall not vote at such meeting(s).
3. Minutes shall be recorded for all Meetings of the Board of Governors. The minutes recorded at said meetings will be reviewed for accuracy, corrected as necessary, and approved at the next Meeting of the Board of Governors.
After such approval, the minutes shall be placed into the Chamber's files and shall be summarized in the following issue of the Chamber's newsletter.
The minutes shall be kept confidential by all members and shall not be disclosed to any person not a member of the Chamber without the express consent of the Board of Governors
VI. No Quorum Situation
In the event of there being no quorum present at a Board Meeting, the meeting shall be adjourned to the following week at a place, date, and time to be appointed, and Should the number then present be insufficient to form a quorum, those present shall be considered a quorum. Board decisions may be reached by means of balloting by mail or facsimile.

VII. The Board of Governors may appoint any Committee(s) or Sub-Committee(s) as needed and delegate duties or powers as needed.
VIII. The Board of Governors may appoint any person(s) as needed to assist in achieving the objectives of the Chamber.
IX. The Chamber shall not attempt to restrict or in any other manner interfere with any lawful activity undertaken by any members in China.
X. The Chamber shall not indulge in any political activity or allow its funds and/or premise to be used for political purposes.
XI. If member's payment of dues and fees is in arrears by more than six (6) months, said member will be subject to forfeiture of his/her membership, after which it will be necessary to re-apply.
XII. The Chamber may establish bank accounts with Bank of China in Tianjin as needed. The Chamber may pay membership dues to The American Chamber of Commerce of the United States.
XIII. The Vice President - Treasurer has unlimited authorization for budgeted expenditures
and a maximum of 3,000 Rmb for non-budgeted expenditures.
With regard to non-budgeted expenditures over 3,000 Rmb, the Vice President - Treasurer must have joint authorization with one other officer.
In the absence of the Vice President - Treasurer, any two (2) officers may authorize jointly for budgeted expenditures and a maximum of 3,000 Rmb for non-budgeted expenditures.
XIV. The Chamber shall adopt the calendar year as its fiscal year, which shall begin on 1 January and end on 31 December of the same year.
XV. The Board of governors may by two-thirds (2/3) vote, expel a member whose continued membership is considered detrimental to the Chamber.
XVI. Officers and members of the Board of Governors shall be elected to terms of one year. Officers and members of the Board of Governors may not hold office for more than three (3) consecutive full terms.
Vacancies occurring between Annual General Meetings among officers or the Board of Governors shall be filled by the Board of Governors as needed.
XVII. Nominating Committee.
1. The Chairperson shall appoint a Nominating Committee of not less than three (3) voting members of the Chamber and shall designate one member of the Nominating Committee as the Chairperson of the Committee.
2. The Nominating Committee shall meet from time to time during the year at the request of the Board of Governors if interim vacancies shall arise and in any case not later than ten (10) days prior to the Annual General Meeting each year to prepare nominations for the election of Officers and Governors.

3. The report of the Nominating Committee for the Annual General Meeting shall include a list of nominees for the positions being vacant and shall be presented to the Board of Governors at least five (5) days prior to the date of the Annual Elections at the Annual General Meeting. Nominations submitted by the Nominating Committee shall be considered at the Annual Election.