Articles of association of the Internet Society of China 2001

(Adopted at the First Representative Assembly of the Internet Society of China on May 22. 2001)

Chapter 1 General Provisions

Article 1 The English name is “Internet Society of China” (hereinafter referred to as ISC).

Article 2 This Society is a national and nonprofit social organization dedicated to promoting the healthy, orderly and fast development of Internet in China and to serving the social development and economic construction. This Society is composed of enterprises and institutions, and individuals that engage in the Internet industry and the industries relating to the Internet industry, and of enterprises and institutions, and individuals from all sides of the society that care about and have the will to maintain the development of the Internet undertakings of China. It is an independent corporate organization that has been approved by the Ministry of Information Industry, ratified and registered by the Ministry of Civil Affairs and is protected by the state law.

Article 3 The tenets of this Society are: to abide by the constitution, laws and regulations of the state and comply with the social morality; to unite the enterprises and institutions, and academic organizations relating to the Internet industry, internally organize the formulation of industry agreements, industry rules, protect the interests of the whole industry and realize the industry self-discipline; to coordinate the exchange and communication between the industry and the competent government departments, publicize and carry out the policies, laws and regulations of the state, improve the application level of Internet technologies and the quality of Internet service of China, guarantee the interests of the state and the consumers, popularize the knowledge of network and guide the consumers to the access to Internet in healthy ways; to externally take part in international exchanges and the research of relevant technological standards; to promote the development of the Internet industry of China, and bring into play the positive role of Internet to promote the social, economic and cultural development and the building of socialism spiritual civilization.

Article 4 This Society shall be under the instructions on operation of the Ministry of Information Industry, and the supervision and administration of the Ministry of Civil Affairs. It shall follow the
road of democracy, self-discipline and self-development.

Article 5 The site of this Society is situated in Beijing.

Chapter 2 Tasks

Article 6 The basic tasks of this Society include:
1) Making known the policies, laws and regulations of the state to the members, reporting to the competent government departments about the wishes and reasonable requirements of the members and the industry, organizing and enhancing the exchange and communication between the competent government departments and the members.
2) Formulating and implementing the criterions and self-discipline agreements of the industry, coordinating the relationships among the members, promoting the communication and cooperation among the members, bringing the role of industry self-discipline into full play, guaranteeing the information safety of the state, protecting the interests of the whole industry and of the consumers, and improving the service quality of the industry.
3) Carrying out the investigations, information collections, arrangements, statistics and analysis of the Internet industry of China. Studying the development strategies, guidelines and policies of the Internet in China. Promoting the application and development of the Internet. Discussing the development planning of this industry and proposing advice to the government and relevant departments in charge.
4) Organizing and carrying out favorable activities for the development of Internet, enhancing the information exchange of the industry, making known the newest technological trends and market information, and promoting the development and application of the Internet in China.
5) Actively taking part in the activities of relevant international Internet organizations, enhancing the understanding and communication between the members and the international organizations in the aspects of ideas and thoughts, strengthening the participation of Chinese Internet groups in international Internet affairs, improving the international cooperation and communication, and making positive contributions to the healthy development of the Internet all over the world.
6) Editing and publishing society publications, information materials and the white books of annual development of the Internet.
7) Undertaking the matters that are entrusted by the members and other social organizations and government departments in charge.

Chapter 3 Society Members

Article 7 This Society is composed mostly of unit members, and at the same time accepts individual members that have some influence in this industry. The specific measures for acceptance shall be formulated and implemented by the standing council of this society.

Article 8 Members of the Society must meet the following conditions:
1) Abiding by the provisions of the constitution, laws and regulations of the state, supporting and acknowledging the articles of association of this Society;
2) Joining this Society voluntarily, taking part in relevant activities of this Society and supporting the work of this Society;
3) The unit members shall be enterprises, scientific research, educational and academic organizations relating to the Internet industry that have been established with the approval of the people’s governments, departments of civil affairs and administrative departments of industry and commerce of all levels.
4) The individual members shall be Chinese citizens that have some specialties and have made contributions in the Internet area.

Article 9 The procedures for joining this Society are as follows:
1) Unit members
Member certificates shall be signed and issued to the enterprises, scientific research, educational and academic organizations that meet the requirements in clauses 1), 2), 3) of Article 8 who had made applications to this Society, upon the examination of the departments of organization and publicity and the approval of the standing council.
2) Individual members
Member certificates shall be signed and issued to individuals that meet the requirements in clauses 1), 2), 4) of Article 8 who had made applications in written form to this Society, upon the examination of the departments of organization and publicity and the approval of the standing council.

Article 10 Members of this Society may enjoy the following rights:
1) the right to vote, the right to be elected and the voting power of the Society;
2) the right to criticize the Society and make suggestions to the Society, and the right of supervision of the work of the Society;
3) the right of priority to get the service of this Society;
4) the right to take part in all kinds of activities of
this Society and other rights that are in accordance with this articles of association;
5) the right to join the Society voluntarily and leave the society freely.

Article 11 The members of this Society shall perform the following obligations:
1) implementing the resolutions of this Society and performing obligations that are in accordance with this articles of association;
2) completing all kinds of work assigned by this Society, and protecting the reputation of this Society and the legal rights and interests of the members;
3) actively participating in all kinds of activities organized by this Society;
4) handing in membership dues according to the provisions (the standards of membership dues shall be provided clearly by the standing council of each session upon the approval of the members, and according to the relevant provisions and the actual circumstances of this Society);
5) proposing opinions and suggestions promptly and contributing to the development and strengthening of this Society;
6) reporting to this Society and providing relevant materials.

Article 12 The member shall inform this Society in written form if he wants to leave the Society, and the member who hasn’t handed in the membership dues without proper reasons for a year shall be deemed as leaving the Society automatically; and the member who has left the Society shall turn back the member certificate.

Article 13 The membership of the member who has conducted acts seriously against these articles of association shall be cancelled upon the decision of the standing council after discussion, and the cancellation shall be announced.

Chapter 4 Generating and Removal of Organizational Agencies and Persons in Charge

Article 14 The generating of the member representatives, members of the council, members of the standing council and other leaders shall fully reflect the principle of democratic centralism, and must come after full gestation and negotiation and be the result of election. The agency of supreme power is the member representative assembly, and the responsibilities of the member representative assembly are:
1) formulating and revising the articles of association of the Society;
2) electing the council, electing or remove the members of the council;
3) examining and approving the work report and financial report of the council;
4) approving important resolutions;
5) deciding on the important matters of change and the termination.

Article 15 The member representative assembly may not be held unless there are more than 2/3 of the member representatives present, and the resolution may not take effect until more than 2/3 of the member representatives that attend the assembly vote to approve it.
Article 16 The member representative assembly shall be held every three years. If it is needed to hold the assembly temporarily, or before or after the due time because of special circumstances, it must be approved by the council through voting and be reported to the operation authorities for examination, and be approved by the administration of organization registration. However, the extension of the expiration of office terms may not be longer than a year at the maximum.

Article 17 The council shall be generated by the member representative assembly through voting, and the office term shall be 3 years each. The council shall be the executive agency of the member representative assembly, and shall direct this Society to carrying out the daily work when the assembly is not in session, and shall be responsible to the member representative assembly. The council shall be composed of one president, a number of vice presidents, one secretary-general, and a number of members of the council.

Article 18 The responsibilities of the council are:
1) executing the resolutions of the member representative assembly;
2) electing or removing the president, the vice presidents and the secretary-general of the council;
3) preparing for the holding of the member representative assembly;
4) reporting to the member representative assembly about the work and financial status;
5) deciding on the acceptance of members and the cancellation of membership;
6) deciding on the establishment of working agencies, subordinate agencies, representative agencies and entity agencies, etc;
7) deciding on the employing of vice secretary-general, and the principals of the agencies;
8) directing on the agencies of this Society to carry out their work, and formulating the work plans of near and medium future of this Society;
9) formulating the internal management system;
10) deciding on the change of general matters of this Society.

Article 19 The council may not be held unless there are more than 2/3 of the members of the council present, and the resolution may not take effect until it is approved by half of the members that attend the council through voting.

Article 20 The council shall be held once a year, and may also be held in the form of communication by letters.

Article 21 This Society shall establish the standing council. Some members of the standing council shall be elected by the council, and the others shall be undertaken by the presidents of the societies at the level of province. The standing council shall exercise the functions and powers of Clauses 1), 3), 5), 6), 7),8), 9) of Article 18 when the council is not in session, and shall be responsible to the council. The standing council of this society may elect famous persons, who support the Internet undertakings of China, and several persons, who are enthusiastic about the development of the Internet in China and do have made actual contributions to the Internet undertakings, as the honorable president, honorable directors or consultants of this Society to direct the work of this Society.
Article 22 The standing council may not be held unless there are more than 2/3 of the members of the standing council present, and the resolution of the meeting may not take effect until it is approved by more than half of the members of the standing council through voting.

Article 23 The standing council shall be held once every half year; and may also take the form of communication by letters under special circumstances.

Article 24 The president, the vice president and the secretary-general of this Society must meet the following conditions:
1) adhering to the political principals, line, policies of the Communist Party of China and having good political qualities;
2) having relatively large influence in the business area of this Society;
3) the oldest age of the president, the vice president, the secretary-general in office may not be older than 70, and the secretary-general and vice secretary-general shall be full-time officers;
4) having good health and being able to do normal work;
5) having not been deprived of political rights or imposed on criminal punishments;
6) possessing full civil capacity.

Article 25 Under special circumstances, and due to the needs of work, if someone whose age has exceeded the oldest age in office but still need to be in the post of president, vice president, or secretary-general, he may not take the post until it is voted and announced by the council, reported to the operation authorities for examination and approval and is approved by the administration of organization registration.

Article 26 The terms of the president, vice president, and secretary-general of this Society shall be 3 years each. The president, vice president and secretary-general may be reelected and serve another term, but may not be reelected to the same post for more than two terms. If it is necessary to extend the term under special circumstances, one may not take the post unless it is approved by more than 2/3 of the member representatives of the member representative assembly through voting, and is reported to the operation authorities for examination and approval and is approved by the administration of organization registration.

Article 27 The president shall be the legal representative of this society. If it is necessary, under special circumstances, that the vice president, secretary-general, or vice secretary-general be the legal representative, it shall be approved by the council, reported to the operation authorities for examination and approval and approved by the administration of organization registration. The legal representative of this Society may not hold concurrent posts as the legal representatives of other social organizations.

Article 28 The president of this Society shall exercise and perform the following functions and duties:
1) convening and presiding over the council and the standing council;
2) inspecting the implementation of the resolutions of the member representative assembly, of the council and of the standing council;
3) signing relevant important documents on the behalf of this Society;
4) if the legal representative of this Society is assumed by the vice president, the secretary-general, or the vice secretary-general under special circumstances, the documents may be signed by the legal representative or signed jointly by the president and the legal representative based on the authorization of the president.

Article 29 The secretary-general of this Society shall exercise and perform the following functions and responsibilities:
1) taking charge of the working agencies to carry out the daily work, and organizing the implementation of annual work plans;
2) organizing the implementation of the resolutions of the member representative assembly, of the council and of the standing council;
3) coordinating the work of the agencies of this Society;
4) nominating the vice secretary–general and the principals of the working agencies, subordinate agencies, representative agencies and entity agencies, and submitting the nomination to the council or the standing council for decision;
5) deciding on the employment of the working agencies and the full time working staff;
6) handling other daily affairs.

Chapter 5 The Management of Assets and the Principles for the Use of Assets

Article 30 The funds of this Society shall come from:
1) membership dues;
2) donations;
3) incomes of the activities and services carried out within the ratified business scope;
4) interests; and
5) other legitimate incomes.

Article 31 This Society shall collect membership dues by year according to relevant provisions of the management of membership dues.

Article 32 The funds of this Society must be used within the business scope provided in this articles of association and for the development of the undertakings, and may not be distributed among the members.

Article 33 This Society shall strictly carry out the financial regulations of the state and relevant provisions, and establish strict system of financial management to ensure that the accounting information are legal, true, accurate and complete.

Article 34 This Society shall have accountants who have professional qualifications. The accountants may not hold concurrent posts as the cashiers. The accountants must carry out business accounting and accounting supervision. When transferring from or leaving the post, the accountants must clearly transact the formalities of handing over with the persons who take over the work.

Article 35 The asset management of this Society must adopt the system of financial management provided by the state, draw up annual budget and final accounts of the funds, report to the member representative assembly periodically about the financial income and expenses status, and accept the auditing supervision of the member representative assembly and relevant departments. Funds that come from the state allocated funds, or social donation and financial aids must accept the supervision of the auditing agencies, and relevant information shall be publicized to the public by appropriate means.

Article 36 Before the reelection of this Society or before changing the legal representative, the Society must accept the financial auditing organized by the administrations of organization registration and the operation authorities.

Article 37 No unit or individual may seize, distribute in private or embezzle the assets of this Society.

Article 38 The wages, insurances and welfares of the full time working staff of this Society shall be implemented by referring to relevant provisions on government-sponsored institutions of the state.

Chapter 6 The Procedures of the Revision of the Articles of Association

Article 39 The revision must be approved by the council through voting and then be submitted to the member representative assembly.

Article 40 The articles of association revised by this Society may not take effect until being approved by the operation authorities after examination within 15 days since it is approved by the member representative assembly, and be submitted to the administrations of organization registration for ratification.

Chapter 7 The Procedures of Termination and the Handling of Properties after Termination

Article 41 If this Society needs to dissolve because of the accomplishment of the aims, or needs to be written off because of division, merger or other reasons, it shall be the council or the standing council to propose the motion.

Article 42 It must be approved by the member representative assembly through voting and submitted to the operation authorities for examination and approval if this Society wants to terminate the motion.

Article 43 This Society must establish liquidation groups under the direction of the operation authorities and relevant departments to liquidate the credits and debts, and to handle the aftermath. No other activities apart from the liquidation shall be carried out during the period of liquidation.

Article 44 This Society shall terminate after going through the procedures for the registration of cancellation with the administrations of organization registration.

Article 45 The properties left after the termination of this Society shall be used in the development of undertakings that are relating to the aims of this Society under the supervision of the operation authorities and the administrations of organization registration according to the provisions of the state.

Chapter 8 Supplementary Provisions

Article 46 This articles of association shall be approved by the member representative assembly through voting.

Article 47 The right to interpret this articles of association shall belong to the council of this Society.

Article 48 This articles of association shall take effect as of the day of ratification of the administration of organization registration.