Ratified May 20, 2005
Chapter One: Objectives
Article 1. Name of the Club: This Association shall be called in Chinese the “zhu hua waiguo jizhe xiehui” and in English “The Foreign Correspondents Club of China”
Article 2. Location of Club: This Club shall have its office at a place designated by the Board of Directors of this Club (“the Board”).
Article 3. Objectives of Club: The objectives of this Club shall be to promote friendship and professional exchange among foreign correspondents stationed in China, to promote professionalism in journalism and to defend the ideals of freedom of the press and the free exchange of information.
Article 4. Activities of Club: To achieve the objectives stated in the preceding article, this Club shall:
1. Maintain communications on matters of interest to members, sponsor working groups, meetings, lectures and other events, and represent the interests of the Club and of Correspondent Members to relevant Chinese authorities.
2. Conduct its activities among members in a professional, fair and amicable manner, in accordance with these Articles of Association.
3. Maintain the integrity and independence expected of respected news organizations in its internal and external dealings.
Article 5. Access to events and information: This Club shall strive to disseminate information beneficial to Correspondent Members promptly following receipt thereof. The club shall not unfairly control, allocate or limit access or means of access to Club or non-Club news events of any kind among its Correspondent Members. The Club reserves the right to send professional information, including, but not limited to, notices about news conferences to Correspondent Members only, and to hold meetings of professional concern for Correspondent Members only.
Article 6. Not-for-profit, voluntary status: This Club is a not-for-profit organization. Board members and committee members shall serve on a voluntary basis with no financial remuneration and shall not inappropriately use their positions for personal or professional gain.
Chapter Two: Members
Article 7. This Association shall have correspondent, associate, honorary and guest members.
Article 8. Correspondent Members:
1. A Correspondent Member shall be a person recognized as a bona fide “actively- practicing foreign correspondent in China.”
2. An “actively practicing foreign correspondent in China” is a person who works for a recognized news organization headquartered outside mainland China such as:
a. A newspaper of general public circulation;
b. A news agency or news syndicate of general distribution;
c. A news magazine or newsletter of general public circulation;
d. A radio or television station or network engaged in general public broadcasting;
e. A video or still-news photographer or tape agency of general distribution;
f. A commercially available trade publication, syndicate or broadcast program or network;
g. A non-partisan, news internet website (e.g. Salon.com, Slate.com), excluding blogs and partisan sites;
and who is working substantially full-time in China to provide news, photographs, video or audio recording to his or her news organization. This shall not include researchers, interns or news assistants, individuals working for in-house publications for corporations or organizations, or for media meant for the purposes of public relations, propaganda or promoting a sectarian ideology.
3. To help the Board determine the above, an applicant for Correspondent Membership must submit satisfactory evidence, such as a letter indicating an ongoing relationship with a bona fide news organization (as described above), samples of his or her work and/or evidence of official accreditation as a foreign correspondent.
Article 9. Associate Members:
1. An Associate Member is a non-correspondent whose membership application has been approved by the Board as being beneficial to the Club and its membership.
2. An Associate Member shall have all privileges of this Club except those reserved exclusively for Correspondent Members.
3. A subcategory of Associate Membership is Media Associate, which is reserved for those in positions related to journalism (such as part-time freelancers, foreign journalists working for Chinese media, foreign news assistants and journalism students) who do not qualify for Correspondent Member status. This does not include media spokespeople or those in public relations or advertising. Media Associates shall have the same privileges as other Associate Members, but they shall pay a reduced membership fee to be set by the Board.
Article 10. Honorary Members: An Honorary Member shall be a person especially designated as a friend or benefactor of this Club. Candidates for Honorary Membership may be nominated by Correspondent Members, for consideration and approval by the Board. An Honorary Member shall signify his or her acceptance of the provisions of the Articles of Association by signing an application and accepting a membership card. Honorary Members shall have no voting rights, and are exempted from paying membership dues. Honorary Membership may be extended indefinitely, unless the Board decides, by majority vote, that it is no longer appropriate for a particular individual.
Article 11. Guest Members: A Guest Member shall be a non-resident on a brief visit to China, who is a member of a foreign correspondents club with which the Club has reciprocal relations. Guest Members have no voting nor representational rights, but may attend events sponsored by the Club at member rates, upon showing a membership card from the other club.
Article 12. Application procedure:
1. Applications for membership must be approved by a majority of the Correspondent Members of the Board. Such members need not to be present at a Board meeting to approve or reject an application provided they review related discussions and vote by e-mail or phone substantially contemporaneously with the Board meeting.
2. Applicants for membership must indicate that they have read the Articles of Association and agree to abide by them before approval can be granted.
3. An approved applicant shall pay his or her dues and receive a membership card, and thereupon shall become a Club member subject to these Articles of Association.
Article 13. Membership rights and responsibilities:
1. Correspondent Members and Associate Members shall pay dues levied by the Board and approved by a general meeting or in a referendum. Membership can be revoked or suspended, at the discretion of the Board, if dues are not paid when due. The Board may waive or reduce the dues of individual members in special circumstances, such as on the basis of financial hardship.
2. All members without exception shall pay any and all charges they incur for services provided by this Club. This includes, but is not limited to, members who reserve for a paying event sponsored by the Club, but do not come. In such cases, the Board shall decide on and take appropriate action.
3. Membership of all types is personal and voluntary. No person can claim membership as a right or possession. However, a Correspondent Member who leaves mid-year may transfer his or her remaining dues to his or her immediate successor from the same organization, provided that such successor submits an application, agrees to abide by these Articles of Association and is approved by the Board.
4. A list of members, showing professional affiliation, date of original and reactivated membership, home, office and e-mail addresses and telephone numbers shall be kept current at all times and shall be made available to Correspondent Members.
5. A copy of the Articles of Association shall be kept by the Board and made available to current and prospective Club members.
6. No member shall use the name, address, telephone, other facilities or premises of this Club for activities not defined in Article 4. The Board shall decide any disputes regarding whether an activity constitutes an activity defined in Article 4.
Article 14. Voting rights:
1. Only Correspondent Members can vote in a general meeting, referendum or election.
2. A Correspondent Member shall have only one vote.
Article 15. Change of Correspondent status: It is the responsibility of a Correspondent Member to inform the Club if his or her professional status has changed and, according to Article 8, Section 1 and 2, he or she no longer qualifies for Correspondent Member status. In such event, the member’s status will immediately change to Associate Member, at no additional cost for that year.
Article 16. Suspension/Expulsion: A member of the Club can be suspended or removed for causing material harm to the Club through defaming, defrauding or other means, or for grossly unprofessional behavior that causes other Correspondent Members to want to disassociate with such member. In such a case:
1. A motion to discuss removing a member of the Club must be made by a majority of the voting members of the Board or one-eighth of the Correspondent Members pursuant to a petition to the Board.
2. The Board, under the supervision of the President, must then oversee an impartial investigation, including contacting the member in question to get his or her perspective. If the issue cannot be resolved at this stage, the President shall promptly call a Board meeting to discuss the case. The member in question shall be notified of the meeting at least one week in advance and of his or her right to attend the meeting and address the Board in his or her defense. If such member is out of town, the Board shall wait a reasonable amount of time for such member to return. If the member refuses to attend the meeting, the Board may proceed without the member present.
3. At such meeting, the Board shall review all charges and evidence and shall have the power to decide, by two-thirds vote of Correspondent Members of the Board, that the member has forfeited his or her right to membership of the Club. Alternatively, the Board shall have the power to censure the member and/or suspend the privileges of the member for such period as it deems appropriate. Written notification of the Board’s decision shall be sent to such member in question.
4. Any member expelled or suspended from the Club shall have the right to appeal at an Extraordinary General Meeting of Correspondent Members called for that purpose. Notice of appeal shall be given in writing by the member to the Board within 14 days of receiving the Board’s decision and the Board must then convene an Extraordinary General Meeting within 14 days of receiving such notice. The Board shall, in any event, review any decision to expel any member upon the written request of at least six Correspondent Members. The member in question shall remain suspended until the appeals procedure is concluded.
5. The quorum for this Extraordinary General Meeting shall be one-fifth of the Correspondent Members. Proxy and absentee ballots shall not be allowed. The member in question, and those who brought the grievance(s), shall each present their cases. There shall then be a vote, by secret ballot, on whether to uphold the Board’s decision. Only if a majority of Correspondent Members present agree to uphold the board decision to expel will the member in question be expelled.
6. If a quorum is not present, the member in question shall remain expelled or suspended, as the case may be, until another Extraordinary General Meeting is held, at which meeting the motion shall be debated and voted upon.
Chapter Three: Meetings and Resolutions
Article 17. Supreme authority of Club: The supreme authority of this Club under these Articles shall be resolutions of the Correspondent Membership approved in a general meeting or referendum.
1. Meetings of this Club shall consist of an Annual General Meeting held in the Spring of each year and Extraordinary General Meetings that are held whenever necessary.
2. An agenda for a general meeting shall be distributed one week in advance of such meeting.
Article 18. Annual General Meeting:
1. The Annual General Meeting shall be called by the Board.
2. The Board shall notify Correspondent Members at least one month prior to such meeting of the date, time and place of the Annual General Meeting.
3. All members present at an Annual General Meeting shall sign an attendance roster to be entered in the minutes, but no individual vote shall be disclosed.
4. Associate Members and Honorary Members are welcome to attend the Annual General Meeting, but shall have no nominating or voting rights. Time shall be allocated at the Annual General Meeting for such members to speak.
Article 19. Extraordinary General Meetings:
1. Extraordinary General Meetings shall be called by the Board or upon a petition to the Board of one-eighth of the Correspondent Members. The purpose of the proposed meeting must be stated in such petition. Upon receiving such a petition, the Board must promptly hold the meeting, notifying Correspondent Members in advance of its purpose.
2. All members present at an Extraordinary General Meeting shall sign an attendance roster to be entered into the minutes, but no individual vote shall be disclosed.
3. Only Correspondent Members can vote at Extraordinary General Meetings. Other members may attend and speak, unless the purpose of the meeting is of a professional nature related to the practice of journalism, in which case other members may attend and speak at the discretion of the Chairman.
Article 20. Chairman of general meetings: The Chairman of a general meeting shall be the President of the Club, except during the election of officers at the Annual General Meeting, when the Election Committee shall preside. (See Articles 26 & 27.)
In the President’s absence, another member of the Board shall serve as Chairman in the order of precedence given in Article 30 below.
Article 21. Absentee and proxy votes:
1. If a Correspondent Member is absent from Beijing or incapacitated, he or she may apply to the Board no later than 48 hours before the Annual General Meeting, or other general meetings except where otherwise stated in these Articles, for the right to cast an absentee or proxy vote. In unexpected circumstances, such as sudden illness, the Board can in its discretion consider applications made after such deadline.
2. The application must be in the form of a signed letter or e-mail, stating the reason for the member’s absence and stating whether he or she prefers to cast an absentee vote or to name a proxy. The Board shall determine if the reason for non-attendance of the Annual General Meeting is acceptable. The Board’s decisions shall be reviewed, and may be overturned, by the Election Committee.
a) The proxy must be a Correspondent Member in good standing. No Correspondent Member may cast more than two proxy votes.
b) An absentee ballot shall be an electronic or paper ballot listing all known candidates or options. Marked absentee ballots for the election of Board members shall be sent to the Election Committee, which shall determine their validity. Absentee ballots must be cast at least 24 hours before the Annual General Meeting. When the Board allows a last-minute exception, such as for sudden illness, absentee ballots must still be cast before the Annual General Meeting starts.
c) The Board shall make a list available at the Annual General Meeting of all Correspondent Members voting by absentee ballot or by proxy, but shall not reveal how such absent members voted.
Article 22. Quorum at general meetings.
1. Attendance of one-fifth of the Correspondent Members shall constitute a quorum for a general meeting. Absentee votes and proxies shall be counted as part of a quorum, except when otherwise stated in these Articles.
2. A resolution of a general meeting shall be decided by a majority of votes cast except as otherwise stipulated in these Articles.
3. In the case of a ballot vote for a resolution, abstentions and blank ballots shall not be counted.
Article 23. Minutes of general meetings:
1. The Secretary of this Club, or in his or her absence another member of the Board designated by the Chairman, shall keep minutes of general meetings.
2. Such minutes shall contain all resolutions in full and a summary of the proceedings and debate, and shall be signed by the Chairman and at least one other Board member present at the meeting.
3. Minutes of general meetings shall promptly be made available to Correspondent Members and all resolutions shall be recorded by the Board.
Chapter Four: Elections and Referendums
Article 24. Referendums:
1. A referendum may be held if an issue of significant concern to Correspondent Members arises, to amend the Articles or Bylaws, to raise dues, or to remove a Board Member. A call for a referendum may be made by one-eighth of Correspondent Members petitioning the Board, or by a majority of members of the Board.
2. Members must be informed at least two weeks in advance of the issue in question, and given an opportunity to discuss and debate that issue in an Extraordinary General Meeting.
3. A referendum may be conducted in person or by e-mail, verifying that each correspondent has only one vote. A referendum shall be completed when a motion has been carried by the majority required.
4. Collecting ballots and counting votes shall be carried out in an impartial procedure, to be carried out by the Board, or a committee it delegates for this purpose which shall include at least one Board Member and shall report back to the Board.
5. An e-mail referendum shall be carried by a simple majority of all Correspondent Members, except where otherwise stipulated in these Articles. A referendum conducted at a general meting shall be carried by a majority of voting members present, provided there is a quorum, except where otherwise stipulated in these Articles. A quorum shall include absentee and proxy votes cast in compliance with Article 21.
Article 25. Annual election of the Board: This Club shall have one annual election each Spring to choose a new Board. This election shall take place at the Annual General Meeting. Attendance of one-fifth of the Correspondent Members shall be a quorum for the annual election, including proxy and absentee votes.
Article 26. Nomination and campaign procedures for Board candidates:
1. Elections shall be held for 10 Board members, of whom nine shall be Correspondent Members and one shall be a non-voting Associate Member. Only Correspondent Members can be nominated and elected as Club officers (President, Vice-President, Secretary, Treasurer). A candidate for President or Vice-President must have held Correspondent Member status for at least one full year prior to nomination.
2. The Board shall announce the date of the Annual General Meeting at least one month in advance, and shall at that time make a call for candidates. The President shall also, at that time, appoint an Election Committee, subject to approval by the Board.
3. The Election Committee shall consist of three senior Correspondent Members, such as former Board Officers or Correspondent Members with the most seniority in the Club. Members of the Election Committee may not run for office or nominate or second anyone to run in this election.
4. The Election Committee shall determine the validity of absentee votes, moderate the campaign speeches and resulting discussion at the Annual General Meeting, distribute regular and proxy ballots to eligible voters, monitor the voting, count the ballots, arbitrate related disputes, organize run-off elections as needed, and announce the new Board. Only Correspondent Members may nominate candidates for Board positions.
5. Each Correspondent Member can nominate only one candidate for each position (President, Vice-President, Secretary, Treasurer, at-large correspondent Board member, non-voting Associate Board member). Self-nominations are accepted.
6. It shall be the duty of the nominator to determine if the candidate nominated agrees to stand for election.
7. The deadline for advance nominations is two weeks before the Annual GeneralMeeting. The Election Committee can at its discretion also accept nominations at the Annual General Meeting.
8. Each candidate shall submit to the Board, at least ten days before the Annual General Meeting, a campaign statement of 100 to 1,000 words. The Board shall distribute all such campaign statements to Correspondent Members, no less than one week before the Annual General Meeting.
9. Candidates need not be present to be voted into office, as long as they have agreed in writing to serve in that office.
10. It shall be the duty of the Board or of a person or committee appointed by it to prepare a list of candidates to be elected, and to arrange for both electronic (for absentee voters) and paper ballots, and for a ballot box to be prepared.
11. At the Annual General Meeting, each candidate for the Board may give a short campaign speech. Correspondent members shall be allowed to ask questions of any and all candidates.
Article 27. Procedures for electing Board Members:
1. Voting in the annual election shall be by secret ballot except for absentee ballots as specified below. Printed ballots shall carry the name of all candidates for the Board, listed by position. Candidates nominated at the Annual General Meeting shall be treated as write-in candidates.
2. Each Correspondent Member may vote for one of each of the candidates for the offices of President, Vice President, Secretary, Treasurer, five general correspondent Board positions and one non-voting Associate member position. The voting shall be done in two rounds, one for officers (President, Vice- President, Secretary, Treasurer), and one for general Board Members. An unsuccessful candidate for an officer position may run for a general Board position in the next round of voting.
3. Each Correspondent Member shall mark his or her ballot and deposit it into the official ballot box. Members may write in the names of other candidates on their ballots. Such write-in ballots shall be valid. Improperly marked and blank ballots shall not count.
4. The candidate with the largest number of votes for each of the offices (President, Vice-President, Secretary, Treasurer) shall be elected. A tied vote shall be broken by a run-off election, and a second tie shall be broken by seniority of membership in the Club.
5. The five correspondent candidates for general Board membership who get the most votes shall be elected. A tied vote between the fifth and sixth candidates shall be broken by a run-off election unless one candidate voluntarily drops out.
6. The two correspondent candidates with the next most votes, provided each gets at least five votes, will be designated as substitute Board members. (See Article 36)
Article 28. Transfer of power:
1. Newly elected Board Members shall take office immediately. Outgoing Board Members shall turn over all relevant materials and information to their successors.
2. In the absence of a quorum of Correspondent Members at an Annual General Meeting, making it impossible to hold an election, the existing Board shall remain in office, and shall organize at the earliest possible date, a meeting with a quorum at which successors are elected and take office. Officers chosen in a delayed election shall hold office until the next Annual General Meeting.
Article 29. Term limits:
1. A Correspondent Member shall hold only one office at a time.
2. All officers shall be elected for one year and may be reelected but shall not serve more than four consecutive years unless subsequent terms would be in the office of President. The President may serve no more than four consecutive years in that office.
Chapter Five: Board Officers and Members
Article 30. Board hierarchy:
1. General administration of this Club shall be vested in a Board, consisting of ten members. These include, in the following order of precedence: one President, one Vice President, one Secretary, one Treasurer, and five other equally weighted correspondent Board Members, all of whom are voting Board Members. The Board shall also include one non-voting Associate Member. All members of the Board are required to read and abide by the Articles of Association.
2. In the temporary absence of the President, where the President cannot resolve issues by e-mail or telephone, officers shall serve as Acting President in the order of voting Board Members given above. If the President, Vice President, Secretary and Treasurer are all absent and cannot be reached by telephone or e-mail, authority falls to the voting Board Member with the most seniority in the Club.
Article 31. Board officer duties: The duties of the officers of this Club shall be:
1. The President shall be the chief executive officer of this Club.
a. He or she shall represent the Club and, in consultation with the Board, shall delegate responsibilities, conduct day-to-day affairs and appoint committees.
b. He or she shall do all other things appropriate for the welfare and the attainment of the Club’s objectives, in cooperation with the Board.
c. Only the President or his or her appointed substitute and no other member or group of members may speak or write publicly on behalf of the Club, including signing contracts.
2. The Vice-President shall be the President’s deputy, and shall be informed of all issues with which the President is involved, so the Vice-President is able to step in as Acting President if the President is unreachable or must temporarily or permanently step down.
3. The Secretary shall be charged with supervision and protection of Club records and archives, and shall take minutes of all meetings or designate a substitute. The Secretary shall keep an updated list of all members and their contact details.
4. The Treasurer shall be responsible for supervision of the Club’s financial affairs and for the preparation of budgets in accordance with Articles 39 and 40.
5. Other Correspondent Board Members shall divide and/or share the other responsibilities of carrying out the social and professional functions of the Club.
6. The Associate Board Member shall endeavor to represent the interests of Associate Members of the Club, and shall share in the responsibilities of carrying out the social functions of the Club.
Article 32. Board powers and duties: In addition to its general authority, the Board shall have the following specific powers and duties:
1. To present the past year’s budget for review by Correspondent Members before the Annual General Meeting, and for their approval at the meeting.
2. To implement expenditures needed to maintain the Club, except that unusual large expenditures, totaling more than one-fifth of the annual budget, must first be approved by Correspondent Members at a general meeting.
3. To set all charges for Club events.
4. To recommend to the membership all necessary fees and dues, and to seek approval from Correspondent Members for rates set at the Annual General Meeting of Extraordinary General Meeting.
5. To hire and dismiss the Club’s employed staff and to set pay scales.
6. To recommend proposals of all kinds for action by the members.
7. To represent the Club in its dealings with others, pursuant to
8. To examine all matters of concern to this Club or its welfare.
9. To act as a standing committee to defend the general interests of members with special emphasis on professional needs of Correspondent Members in connection with the freedom and privileges of the press in China; provided that no member shall be bound by any such action of the Board unless he or she assents.
10. To agree on the formation and scope of committees, and to supervise their activities.
11. To organize speaker and social events, and other events of interest to members.
12. To maintain regular communication with members, by such means as the Club’s website and newsletter.
Article 33. Board committees:
1. Committees of the Club may be created by the President, subject to Board approval, or by petition from a Correspondent Member or Members, subject to Board approval.
2. The scope and responsibilities of a Committee will be set by the Board, and are subject in all ways to Board oversight and to these Articles of Association.
Article 34. Board meetings:
1. The Board shall meet when convened by the President, preferably once a month but at least once every two months.
2. The President may call extraordinary Board meetings if needed, or within [ ] days if requested to do so by at least three Board members. Notice for a Board meeting shall be given one week in advance but this requirement may be waived if the President directly notifies all Board members.
3. The President shall preside at Board meetings as Chairman. In his or her absence, the Chairman shall be the senior officer present in the order given in Article 30.
4. At Board meetings, the Chairman may speak and vote on any issue.
5. Minutes of Board meetings shall be taken and made available to Board Members for comments and corrections before being distributed to Correspondent Members.
6. A Board resolution shall be decided by the majority of votes cast, except where otherwise stipulated in these Articles.
7. Should the entire Board be absent from China or incapacitated for an extended period of time, the immediate past President or, in his or her absence, the immediate past Vice-President shall be asked to step in to carry on the routine administration of the Club until a correspondent officer returns. If no present or past Board officers are available, the remaining Correspondent Members shall hold a general meeting as soon as possible and select three senior Correspondent Members to act as Trustees and carry on the routine administration of the Club until a correspondent officer returns. All action taken by such Trustees shall be subject to review at the next meeting of the Board at which a majority of the Board is present.
8. The outgoing president shall be an ex-officio member of the new Board, but shall have no vote unless elected to another Board position.
Article 35. Board quorum and voting procedures:
1. A quorum for a meeting of the Board shall be a majority of voting Board Members, except that in an emergency a quorum shall be the majority of voting Board Members present in Beijing or reachable by telephone at the time of the meeting.
a) If the President calls an emergency meeting, he or she must first try to reach all Board Members by e-mail or telephone to explain the issues and allow input from those who are out of town.
b) If the President is out of town and unreachable, or is incapacitated, the Vice-President may call a Board meeting after explaining the need for it to Board Members. In such a case, the Vice-President must first try to reach the President and other Board Members who are out of town to explain the issues and allow input from those members before the meeting. If the President is out of town and reachable, then all efforts should be made to resolve the issues in full consultation with the President.
c) After an emergency Board meeting, the Board must report promptly to Correspondent Members about why an emergency meeting was held, and what decisions were made at it. All decisions made at such a meeting are provisional, and are subject to review by the full Board at the next Board meeting.
2. Resolutions of a Board meeting shall be decided by a majority of votes cast by members attending or reachable by telephone or e-mail.
3. Board votes can also be done be e-mail between Board meetings, as long as all voting members are fully informed of the issue(s), and a majority of voting Board Members pass the resolution.
Article 36. Mid-term Board vacancies:
1. If the office of President becomes vacant, the Vice-President shall become Acting President. It that person is unwilling or unable to take the position, then the remaining Board Members shall elect, by secret ballot, a new Acting President from among the remaining Board Members to serve the rest of the term.
2. If a Board Member must leave office, a substitute elected at the Annual General Meeting shall be asked to step in to fill the position. If the substitutes are unavailable or unwilling, or if there are no qualifying substitutes, the President shall appoint a new Board Member, subject to the approval of the Board. The membership shall be informed in a timely manner when a Board Member steps down, and when a replacement is installed.
3. A Board Member must step down under the following circumstances:
a. He or she loses his or her Correspondent Member status.
b. He or she permanently moves from Beijing.
c. He or she is removed from the Board according to Article 37, or removed from the Club according to Article 16.
4. If a Board Member is absent or must temporarily step down, for a period of more than two months but less than the rest of the term, the President may name a substitute Board Member, as provided for in Article 27, to be an Acting Board Member, subject to approval by the Board. Such an Acting Board Member shall give up his or her position automatically when the elected Board Member returns to duty, but his or her authority and duties while serving as an Acting Board Member shall be the same as those of an elected Board Member.
Article 37. Removal of Board Members:
1. If one-eighth of the Correspondent Members petition in writing to the Board for the removal of a Board Member, and state their reason(s), the Board shall immediately inform Correspondent Members by e-mail and hold a special meeting and referendum within no more than a month. A quorum shall be one-fifth of all Correspondent Members. At the meeting, the Board member shall be allowed to state his or her case, and answer questions from the membership. Minutes shall be kept, and distributed to all Correspondent Members promptly after the meeting.
2. A member of the Board shall be removed from office if a majority of Correspondent Members present at the special meeting vote for his or her removal. If there is no quorum, the Board member shall remain in place unless and until the motion to remove him or her is carried at a general meeting where a quorum is present.
Chapter Six: Assets and Accounting
Article 38. Club assets: The assets of this Club shall consist of the following:
1. Membership fees made up of entrance fees and dues.
2. Income accruing from operation.
3. Moneys and properties donated to the Club.
4. Other income and property.
Article 39. Payments and accounting:
1. The fiscal year of the Club shall begin on January 1st of each year and end on December 31st of the same year. All the money owed to the Club shall be payable to the Treasurer, who may designate the Club’s administrator or others as his collection agents, subject to the President’s approval. No other officer, member, or staff employee shall receive moneys owed to the Club unless formally appointed as Acting Treasurer during the temporary absence of the Treasurer, or unless he or she has been designated as a collection agent by the Treasurer.
2. Both the President and the Treasurer shall have all relevant information about the Club’s bank account and bank balance. The Treasurer shall ensure that security information, such as PIN numbers, related to the account, are changed each year so only the current Treasurer and President have access to the account.
3. No funds of this Club shall be paid out except by order of the Treasurer after approval by the Board. The President may, if necessary, authorize unscheduled expenditures, but must first seek Board approval by e-mail or by phone if the amount exceeds an amount agreed upon by the Board and specified in the Bylaws. No other member of the Board may act to incur expenses for the Club or to authorize expenditures without the approval of the President and, if the amount exceeds the above amount agreed in advance by the Board, of a majority of Board members.
4. The Treasurer must report to the Board at least quarterly on the financial expenditures and status of the Club, and these reports must be made available to members. The Treasurer must immediately inform the Board if the Club is in danger of going into debt.
Article 40. Financial accountability to Members:
1. The Board shall submit to the Annual General Meeting and shall secure the approval of the membership for the following current information:
a. A statement of accounts of revenue and expenditure, and a property inventory.
b. A report of activities undertaken in the past year and plans adopted for the future.
2. A Correspondent Member may examine the financial documents and records of this Club at the Club office at any time during office hours, or by appointment.
Chapter Seven: Amendments to the Articles of Association, and Dissolution
Article 41. Amending Articles of Association: These Articles cannot be changed without approval by two-thirds of all Correspondent Members in a referendum, following Article 24.
Article 42. Dissolution of Club: This Club cannot be dissolved without an Extraordinary General Meeting to discuss the circumstances, followed by approval of two-thirds of all Correspondent Members in a referendum, following Article 24.
Article 43. Disposal of property upon dissolution: In the event this Club is dissolved, the remaining property shall be disposed of in accordance with a vote of approval of two-thirds of all Correspondent Members in a referendum, following Article 24.
Chapter Eight: Miscellaneous Provisions
Article 44. Bylaws: The Board shall propose the adoption or repeal of Bylaws necessary for the execution of these Articles and for the practical running of the Club. Provisional changes shall be approved by a majority of the Board, and shall immediately be implemented, but must be reviewed and approved at the next Annual General Meeting. Correspondent Members have the right to challenge new provisional Bylaws by calling for an extraordinary general meeting, as specified in Article 19.
Article 45. Working language of Club: The working language of this Club is English.