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Articles of China Machine Tool & Tool Industry Association

(Adopted at the 7th session of the General Assembly on July 26th 2013)

Chapter 1 General

Article 1

English Name: CHINA MACHINE TOOL & TOOL BUILDERS’ ASSOCIATION (CMTBA). (Hereinafter referred to as the Association)

 

Article 2

The Association is a national industrial non-profitable social organization with the qualification of legal person of social organization. It’s voluntarily made up of the manufacturing enterprises of China’s machine tool & tool industry as the main body, the related enterprises, scientific research and design institutes, universities and organizations

 

Article 3

The tenets of the Association are: guided by Deng Xiaoping’s Theory, the Important Thought of “Three Representatives” , “Scientific Outlook on Development”, to adhere to the basic line and programme of the Chinese communist party, under the guidance of the spirit of the Eighteenth Congress of the said party, the Association will conduct practical innovation fully exerting the functions of link and bridge between government and members of association, between enterprises and public institutions in the industry, between the industry and users, between the industry and relating industries, between the sane industries at home and abroad, between the industry and relating industry’s organization, working hard to serve the members, industry, government and users making great efforts to push China machine tool & tool industry to realize the strategic target of transforming from large scale in production quantity to strong powerful strength in quality.

 

The Association will comply with the Constitution, Laws and Regulations, national policies & guidelines and social morality.

 

Article 4

The association will be guided, supervised and administrated by State-owned Assets Supervision and Administration Commission of the State Council and the Department of Association Registration Administrative Authority of Ministry of Civil Affairs of the People’s Republic of China in terms of professional guidance and management supervision.

 

Article 5

Location of the Association: Beijing.

 

Chapter 2 Business Scope

 

Article 6 

Business scope of the Association:

 

(1)  To survey and study the current situation of the reform and development trend of the machine tool & tool industry; to put forward pre-arranged planning and suggestions to the government on major decisions of the industry’s reform plan, development plan, industrial policy, technology policy, laws and regulation etc.; to follow and study the implementation of the current policy, laws and regulations, to timely convey the opinions of the industry’s enterprises to the government and to offer proposals;

(2)  To summarize and exchange the experiences of transformation, upgrading, deepening reform and strengthening management of the industrial enterprises to promote them to establish advanced system and mechanism to continuously lift their scientific and technological innovation ability and scientific management level;

(3)  To carry out the feasibility study and consultation on major investment, revamping and development projects trusted in the industry, and to provide consulting services for users’ procurement and project bidding;

(4)  With the approval from the related departments of the government, to organize, compile and revise various standards for the industry and to actively promote the implementation of those standards;

(5)  To collect and give feedback of the industry’s product quality information, and to actively improve the industry’s quality management and product quality;

(6)  To establish and continuously improve “the users’ network”, and to actively carry out key users’ liaison work, and to promote the continuous deepening of long-term cooperation mechanism in the field of key users;

(7)  To set up and continuously improve the industry’s technology and economic information network, to carry out the industry’s statistics according to the authority, to analysis, research and exchange the industry’s and the enterprises’ economic & technical indicators as well as trend of changes, to widely acquaint the industry’s product-markets trend and technology advancement trend at home and abroad, to make market forecasts and to provide information services to the government and enterprises for business decision;

(8)  To establish and continuously strengthen the liaison network with overseas associations and enterprises in the same industry and to actively carry out and promote overseas cooperation in various forms;

(9)  To take a variety of measures to promote the export of products in the industry, to provide enterprises with consultation on import-export policies and market demand, to promote structure adjustment of the export of machine tool & tool products, and to carry out the earlier warning of industrial damage trusted by the relevant departments of the government;

(10)            To actively collect and convey information at home and abroad, to provide services for the reshuffle of enterprises, and to promote the reasonable adjustment of the industry’s structure;

(11)            To formulate "Regulations" for the industry, to establish self-discipline mechanism, to regulate the industry’s self-management behavior, to promote fair competition among enterprises; to carry out internal price coordination and self-discipline in the industry , to vindicate the overall interests of the industry and the legitimate rights of its users;

(12)            With the entrustment of relevant departments of the government to organize, or according to the market and industry development needs to organize domestic and international exhibitions, to create conditions for enterprises to open up the domestic and international markets; to organize industry’s enterprises to carry out international and domestic technology exchange activities. Approved by the related departments of the government, to carry out award judgment of the industry’s scientific and technological progress; and to promote the industry’s scientific and technological independent innovations;

(13)            To implement the principle of people-oriented policy to revitalize the industry. To actively carry out personnel training and personnel exchange activities in the industry, and to improve the professionalism of the staffs in the industry;

(14)            To carry out the publicity for the industry to release publications and data about the industry in accordance with relevant stipulation ;

(15)            To undertake other tasks assigned by the government.

 

Chapter 3 Membership

Article 7

Category of member of the Association:  Company

Article 8

Qualifications of member

 

(1)  Within the territory of China, the enterprises, scientific research and design units, universities and other relevant units in the machine tool & tool industry with legal registration and certain ability and condition of production and operation;

(2)  To acknowledge and abide by the Articles of the Association, and voluntarily applied for membership;

(3)  To submit the application and go through the approval process;

(4)  The legal representative of the member company is its representative in the Association; under special circumstance, another principal responsible person of the company may be appointed as the representative in the Association by its legal representative via consultation.

 

Article 9

Membership application procedures

 

(1)  To submit an application for membership;

(2)  Approved after discussions of the Board of directors or the Standing Board of directors of the Association;

 

(3)  A member shall be issued a certificate of membership by the Board of directors or unit authorized by the Board of directors of the Association.

 

Article 10

Member Management

 

All members of the Association are companies. In principle, member management will be in line with the profession of each sub-association.

 

Article 11

Members enjoy the following rights

 

(1)  Voting power, the right to vote and the right be elected;

(2)  To participate in the activities of the Association;

(3)  To enjoy the priority of the services of the Association;

(4)  Right to criticize and supervise works of the Association;

(5)  Voluntary membership, free to join and quit.

 

Article 12

Members should perform the following obligations

 

(1)  To comply with the Articles of the Association, vindicate the lawful rights,  common interests and credibility of the industry and implement the resolutions of the Association;

(2)  To actively participate in activities of the Association and earnestly to complete the work assigned by the Association;

(3)  To timely reflect situation and provide relevant information and data to the Association ;

(4)  To pay membership dues as stipulated;

(5)  To obey the rules and regulations of the industry;

(6)  No damage to the interests of other members of the Association.

 

Article 13

Change of the name, form of ownership and other aspects of the member, due to transforming, restructuring and other reasons, should be timely reported in a written form to conduct the formalities of member-changing  and re-registration after the standing organization’s confirmation.

 

Article 14

Quit of membership should be noted in a written form to the Association, and the membership certificate shall be returned.

 

Termination of business, switching to other production, bankruptcy or to be repealed shall be deemed as self-quit of membership. If failed to perform its obligations for a year and voided via persuasion, it shall be deemed as self-quit of membership.

 

Article 15

If any member seriously violates the Articles, after the Board of directors or the Standing Board of directors’ votes, the member could be removed from the membership.

 

Chapter 4 Appointment & Recall of Organization & Responsible Person

 

Article 16

The organization of the Association is elected in accordance with the principle of democratic centralism.

 

Article 17

General Assembly of member representatives (Hereinafter referred to as the General Assembly

 

Member representatives are democratically elected by members. The General Assembly of member representatives is the highest authority of the Association. Its function and power are:

 

(1)  To formulate and revise the Articles and membership fees;

(2)  To review and approve work report, work plan and financial report of the Association;

(3)  To elect, adjust or recall the governing units;

(4)  To decide matters concerning termination;

(5)  To discuss and decide other major issues of the Association.

 

Article 18

The General Assembly is held every 4 years. If it is needed to advance or postpone the General Assembly due to special reasons, it shall be decided by the Board of directors and reported to the professional management unit for examination and Association registration management authorities for approval. The longest extension of office-tenure shall not exceed six months.

 

Article 19

The General Assembly shall be held with attendance of over two third of the representatives. Its resolution will become effectiveness by the approval votes over half of the attendance.

 

Article 20

The Board of directors

The legal representative of a director-unit elected by the general assembly will be director.

The Board of directors is the executive organ of the General Assembly responsible for the General Assembly. It’ll lead and carry out the daily routine of the Association during the period when the General Assembly is over. Its duties are:

 

(1)  Prepare for the convening of the General Assembly, and execute its resolutions;

(2)  Report to the General Assembly on the work and financial standing;

(3)  Elect and recall the chairman, vice chairman and standing directors, and determine the appointment or recall of the Secretary General;

(4)  Examine and approve the membership’s  recruitment and kick-off;

(5)  Determine the establishment, cancellation and alteration of the business organization, branch organ, representative office and entity;

(6)  Decide the appointment and recall of the deputy secretary general, the principal responsible person of the affiliated organs;

(7)  Lead the organizations of the Association to carry out their work;

(8)  Examine and approve the annual work plan, summary of work and financial budget of the Association;

(9)  Formulate the relevant management system of the Association;

(10)            Decide other major issues.

Article 21

The meeting of the Board of directors will be held once a year. Under special circumstances, communication methods could be used. The Board of directors meeting could be held with attendance of over two third of members of the Board of directors and its resolution will become effectiveness by the approval votes over two third of the attendance.

 

Article 22

The Standing Board of directors

The Standing Board of directors will be elected by the Board of directors with the number not exceeding one third of the members of the Board of directors. When the Board of directors meeting is not in session, the Standing Board of directors will exercise the items 1, 4, 5, 6, 7, 8, 9 under Article 20, and be responsible for the Board of directors.

 

Article 23

The meeting of the Standing Board of directors will be, at least, held once half a year. Under special circumstances, communication methods could be used. The Standing Board of directors meeting shall be held with attendance of over two third of members of the Standing Board of directors, and its resolution will become effectiveness by the approval votes over two third of the attendance.

 

      

Article 24

The qualifications of chairman, vice chairman and the secretary general of the Association shall meet the following conditions:

 

(1)  Adhere to the CCP's line, principles and policies with good political quality;

(2)  Be familiar with the industry, love the industry, be strongly aware of the Association, work fairly, have a certain reputation in the industry; His/her company/unit insists on reform and opening up, have prominent features in the mechanism innovation, system innovation, and technological innovation etc., have fair good economic benefits, and have a high prestige in the industry;

(3)  The chairman, vice chairman shall not exceed 70 years old; the secretary general shall not exceed 65 years old;

(4)  Healthy, able to do normal work;

(5)  Not subject to criminal punishment;

(6)  Have full capacity of civil conduct;

(7)  The standing vice Chairman, vice executive Chairman and secretary general are full-time job of the Association.

 

Article 25

If the chairman, the vice chairman and the secretary general of the Association exceed the highest age limit, they shall go through separation procedures.

 

Article 26

The chairman is the legal representative person of the Association. Since the Association adopts rotating system, with trust of the rotating chairman, consent of the Board of directors, report to the professional management units for examination and after the approval from the Association registration management authority, the standing vice chairman can serve as the legal representative person. The legal representative person of the Association does not serve as the legal representative person of any other organization. On behalf of the Association, the legal representative person has the right to sign relevant important documents.

 

Article 27

The Association has four rotating chairmen, one vice standing chairman (full-time), two vice executive chairman (full-time), several vice chairmen and one secretary general (full-time).

 

(1)  Appointment of the rotating chairman will adopt competitive election. Each of the elected four rotating chairmen takes one year term in turn. After four years, the four rotating chairmen remain as the rotating chairman candidates of the next election, the rotating chairman should be the legal representative person of membership company;

(2)  The Association has several vice chairmen. Vice chairmen shall be the legal representative person of membership companies with the term of 4 years;

(3)  The vice standing chairman, vice executive chairman and secretary general compose of the leaders of standing organization of the Association;

(4)  Terms of the chairman, vice chairman and secretary general shall not exceed two sessions.

 

Article 28

The chairman exercises the following functions and powers:

(1)  Convene and preside over the Board of directors and the Standing Board of directors;

(2)  Examine the implementation of resolutions of the General Assembly, the Board of directors and the Standing Board of directors;

(3)  Nominate the candidate of secretary general, and pass on to the Board of directors to decide;

 

Article 29

Standing organization

Standing organization of the Association is the secretariat of the Association. The secretariat adopts system of division of responsibility that under the leadership of the vice chairman (full time), the vice executive chairman and secretary general will implement the said system. The secretariat exercises the following functions and powers:

 

(1)  Execute the resolutions of the General Assembly, the Board of directors and the Standing Board of directors, lead daily work of standing organization of the Association, organize the implementation of the annual work plan, and report to the Board of directors or the Standing Board of directors about its work;

(2)  Coordinate the work of the branch organization, the representative organization and the entities;

(3)  Decide the employment of full-time staffs for the internal organization, the entities and the representative organization;

(4)  Review the candidate scheme of principal responsible person of the branch organization and submit to the Board of directors or the Standing Board of directors for approval;

(5)  Handle other daily affairs.

 

Article 30

The Branch Organization

 

The Association will set up branch organizations according to operational need and report to the social organization registration administrative unit for examination and approval after the approval of business supervisor unit in accordance with the relevant provisions. The words of "China Machine Tool & Tool Builders Association" shall be in front of the name of the branch organization. The branch organization is non - independent legal-person entity, which carries out work in their own fields under the leadership of the standing organization of the Association. The Association shall separately formulate the regulations for the branch organization.

 

Chapter 5 the Principle of Asset Management and Utilization

Article 31

Funding sources of the Association

(1)  Membership dues;

(2)  Donation;

(3)  Government funding;

(4)  Income from activities and services within the approved business scope;

(5)  Interest;

(6)  Other lawful income.

 

Article 32

The Association shall, collect membership dues in accordance with relevant regulations of P.R.C

 

The Association carries out recognition and reward activities free of charge.

 

Article 33

The funds of the Association shall be used for the development of its business scope and its undertakings stipulated under this article, which shall not be distributed among its members.

 

Article 34

The Association shall establish a standardized financial management system to ensure that the accounting information is lawful, true, accurate and complete.

 

Article 35

The Association shall be equipped with professional qualified accounting personnel. The accounting personnel and cashier won’t be the same person. The accounting personnel must carry out financial accounting and accounting supervision. The accounting personnel who are being transferred or leaving their posts must finalize the hand-over procedures with the persons taking over the job.

 

Article 36

The assets management of the Association shall comply with the provisions of the financial management system of P.R.C to accept the supervision from the General Assembly and financial department. The sources of assets from government funding and social donation shall be supervised by the auditing authorities and released to the society in due manner.

 

Article 37

Before changing the term of office or legal representative person, the Association   must accept the financial audit of the audit authority organized by the association registration administration authority and business management unit.

 

Article 38

None of the unit or individuality is allowed to occupy, embezzle or divert the assets of the Association.

 

Chapter 6 Modification of Articles’ procedure

Article 39

Amendments to Articles of the Association shall be subject to the deliberation and approval by the General Assembly after receiving the report of Board of directors’ vote and approval.

 

Article 40

Amendments to Articles of the Association shall become effectiveness within 15 days subject to the pass of General Assembly and report to the business management unit for exam and consent by the social organization administrative authority.

 

Chapter 7 Termination of Procedures and Disposal of Property after Termination

Article 41

Due to the reasons of mission accomplished, self-dissolution, separating & merging, etc. and the Association needing to be deregistered, the Board of directors or the Standing Board of directors shall put forward the motion for termination.

 

Article 42

Motion of termination shall be subject to approval by voting of the General Assembly and report to the business management unit for examination and consent.

 

Article 43

Before termination of the Association, under the guidance of the business management unit and relevant authorities, a liquidation organization shall be established to settle claims and debts to deal with the aftermath. During the period of liquidation, the Association shall not carry out activities other than liquidation.

 

Article 44

Termination of the Association shall become effectiveness as of the date after handling deregistration procedures at the social organization registration administrative authority.

 

Article 45

The residual property after termination of the Association shall, in accordance with the relevant provisions of P.R.C under the supervision of the business management unit and social organization registration administrative authority, be used for the development of undertakings associated with the Association.

 

Chapter 8 Attachment

Article 46

Those articles shall be approved by voting at the Seventh General Assembly.

Article 47

The Board of Directors of the Association reserves the right to interpret the Articles.

Article 48

Those Articles shall come into force as of the date of approval by the social organization registration administrative authority.

 


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