Charter
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E-mail China.org.cn, March 27, 2013
This revision of the Charter is adopted by the Board meeting unanimously on October 25, 2002 in Beijing. This version is to be submitted to the GMM to be held in 2003 in Boao for approval.
Boao Forum for Asia Charter
Preamble
The representatives from Australia, the People's Republic of Bangladesh, Brunei Darussalam, Kingdom of Cambodia, the People's Republic of China, the Republic of India, the Republic of Indonesia, the Islamic Republic of Iran, Japan, the Republic of Kazakhstan, the Kyrgyz Republic, the Lao People's Democratic Republic, Malaysia, Mongolia, the Union of Myanmar, the Kingdom of Nepal, the Islamic Republic of Pakistan, the Republic of the Philippines, the Republic of Korea, the Republic of Singapore, the Democratic Socialist Republic of Sri Lanka, the Republic of Tajikistan, the Kingdom of Thailand, Turkmenistan, the Republic of Uzbekistan, the Socialist Republic of Vietnam ("the 26 BFA Initial Countries") held a meeting in Boao, Hainan Province, the People's Republic of China (the PRC) and formally declared the establishment of Boao Forum for Asia on February 27, 2001.
The Charter is prepared in accordance with the principles set forth in the Declaration on Boao Forum for Asia and the Guidelines for the Charter of Boao Forum for Asia.
Chapter One: General
Article 1 Name
The name of the organization shall be Boao Forum for Asia (BFA).
Article 2 Nature
BFA shall be a non-governmental and non-profit international organization with a permanent principal location and hold meetings on regular basis.
Article 3 Objectives
1. BFA shall be Asia-based so as to promote and strengthen the economic exchanges, interaction and cooperation within the region as well as between the region and other parts of the world.
2. BFA shall provide a high-level venue of dialogue for governments, enterprises and academe to discuss economic, social, environment and other related issues.
3. BFA shall facilitate the ever-growing economic cooperation among its members and between the members and the non-members through its established networks with the governments, business community and academe.
Article 4 Legal Jurisdiction
BFA shall comply with the Constitution and applicable laws and regulations of the People’s Republic of China and shall respect local social customs and ethics.
Article 5 Domicile
The headquarters of BFA shall be permanently located at Boao, Hainan Province, PRC. BFA’s registered address shall be 1 Gold Coast Boulevard, Boao, Qionghai City, Hainan Province, PRC.
Chapter Two: Business Scope
Article 6 Business Scope
The business scope of BFA shall be as follows:
1. To convene annual conferences, seminars and workshops to discuss important issues pertaining to Asian and global economic and social development, including finance, trade, investment and environment, etc.;
2. To propose other regional and international initiatives in order to promote and strengthen the cooperative relationships between governments and economic entities in matters of commerce, trade and investment;
3. To monitor economic trends and other developments affecting global and regional economies;
4. To identify issues that might have impact upon trade, finance and social development. To collect and disseminate information to highlight opportunities for regional economic cooperation;
5. To facilitate contacts among enterprises within the region and between the region and other parts of the world through the network established by BFA;
6. To establish and maintain a globally influential research and training center with the capability to provide business communities with advanced management and technical skills;
7. To pursue independently or in collaboration with others such undertakings as conference and exhibition management, information-exchange, economic-analysis, personnel training and e-commerce, etc in pursuit of the overall goals of BFA.
Chapter Three: Membership
Article 7 Categories of Membership
1. There shall be two categories of Membership, namely Full Membership and Partial Membership.
Initial Members, Honorary Members and Foundation Members are Full Members. Ordinary Members are Partial Members.
2. Initial Members are former state/government leaders, well-known individuals, or non-profit organizations nominated by each of the 26 BFA Initial Countries within its allocation (two for each country), who participate in all BFA events including decision-making.
3. Honorary Members are individuals, enterprises and organizations who have made substantial and outstanding contributions to the establishment of BFA. There shall be no more than ten Honorary Members.
4. Foundation Members are individuals, corporations and organizations whose applications have been approved for participation in all BFA events including decision-making.
5. Ordinary Members are individuals, corporations and organizations whose applications have been approved for participation in BFA annual conferences and other events.
Article 8 Qualifications for Membership
All applicants for membership of BFA shall:
1. Intend to join BFA;
2. Agree to abide by the Charter;
3. Be influential in the field the applicant practices; and
4. Be willing to perform the obligations of membership in BFA.
Article 9 Accession
All applications for membership in BFA shall be made in writing and in accordance with the procedures prescribed by BFA, subject to review and approval by the BFA department concerned.
Article 10 Rights of Members
1. Each of the Full Members shall be entitled to the following rights:
(1) To speak, vote, elect or be elected to the Board of Directors at the BFA General Meetings of Members;
(2) To recommend topics for the Annual Conferences and any other BFA events;
(3) To participate in BFA annual conferences;
(4) To have direct access to interactions with government, business and academic leaders;
(5) To obtain information provided by BFA and to use the Economic Information Database affiliated to BFA website with appropriate authorizations;
(6) To seek business opportunities through the established network of BFA;
(7) To seek assistance from BFA for "enterprise diagnosis";
(8) To commission BFA to hold specific seminars or workshops on issues of its concern;
(9) To commission BFA to conduct marketing survey and to provide legal consultation on its business expansion programs;
(10) To commission BFA to search for talents and to conduct training programs;
(11) To have priority in providing sponsorship at or in hosting various events of BFA;
(12) To claim and announce "BFA Membership" under authorization in external communications and publicity;
(13) To be provided the auditing report done by an internationally recognized auditing firm;
(14) To enjoy preferential treatment for utilization of all facilities available at Boao Aquapolis; and
(15) Such other rights as shall be determined by the Board of Directors.
2. Each of the Ordinary Members shall be entitled to the following rights:
(1) To participate in BFA annual conferences;
(2) To obtain information provided by BFA and to use the economic information database affiliated to BFA website with appropriate authorizations;
(3) To seek business opportunities through the established network of BFA;
(4) To have the priority of participating in various business events organized by BFA;
(5) To commission BFA to search for talents and to conduct training programs;
(6) To partially enjoy preferential treatment for utilization of all facilities available at Boao Aquapolis; and
(7) Such other rights as shall be determined by the Board of Directors.
Article 11 Obligations of Members
The obligations of Members shall include:
1. To comply with and carry out all resolutions adopted by BFA;
2. To abide by the Charter and Rules and Regulations of BFA;
3. To attend General Meeting of Members and other events or activities organized by BFA;
4. To protect the legitimate interests of BFA;
5. To pay membership fees pursuant to the regulations of BFA;
6. To provide true and reliable information to BFA; and
7. Such other obligations as shall be determined by the Board of Directors.
Article 12 Withdrawal of Membership
The Member who wishes to withdraw from BFA shall give a written notice to the Secretary-General two months in advance.
The Member shall be refunded membership fees upon withdrawal from BFA in accordance with relevant regulations of BFA.
Article 13 Termination of Membership
The Secretariat, upon the approval of the Board of Directors, shall have the right to terminate the membership of a Member by reason of lawbreaking activities or failure to communicate with BFA for more than two years; provided however that such Member shall be entitled to prior notice and may apply for a hearing.
Chapter Four: Organization Structure, Appointment and Termination of Officials
Article 14 Organization Structure
The main bodies of BFA are as follows:
1. General Meeting of Members;
2. Board of Directors;
3. Secretariat;
4. Research and training Institute; and
5. Council of Advisors.
Article 15 General Meeting of Members
1. The General Meeting of Members is the ultimate authority of BFA ("the GMM"). It shall be held once every calendar year. BFA Secretariat shall be responsible for the preparation of and all arrangements for the GMMs. All Members shall be notified in advance about the related matters of the GMM.
2. The inability to send notice of the GMM or the non-receipt of such notice due to force majeure by any one or more Members, or the absence of one or more Members from the GMM shall not impact the proceedings of that meeting, provided th ere is a quorum.
3. The GMM shall have the authority to:
(1) Review and adopt Charter and any amendments to the Charter;
(2) Elect Members of the Board of Directors;
(3) Approve the annual report and annual budget submitted by the Secretariat and reviewed by the Board of Directors;
(4) Conduct such other business specified in the meeting agenda;
(5) Consider written motions presented and signed by at least one-fourth of the Full Members. The motions shall be submitted to the Secretariat at least two weeks prior to the date on which the GMM is to be held.
4. Resolutions of the GMM shall require the approval by a simple majority of the Full Members present at the GMM.
5. The Chair of the Board of Directors shall be the Chair of the GMM; or, in the Chair's absence, the Vice Chair or any other member of the Board of Directors designated by the Chair, may serve as Chair of the GMM. In addition, there shall be a number of Co-Chairs from among the Full Members.
Article 16 The GMM Quorum and Voting
1. The quorum required for each the GMM shall be one-third of the Full Members.
2. Each Full Member has one vote at any the GMM or Extraordinary General Meeting of Members of BFA. Voting will take place by a show of hands or, upon request by at least three Full Members or a member of the Board of Directors, by secret ballot. Voting by proxy shall be allowed in accordance with the rules prescribed by the GMM.
Article 17 Extraordinary General Meeting of Members
The Board of Directors, upon the written request of at least one-fourth of the Full Members, shall convene an Extraordinary General Meeting of Members for the purpose of deliberating any urgent matter that cannot be deferred until the next the GMM.
Article 18 The Board of Directors
1. The Board of Directors shall be the supreme executive body of the GMM and shall be responsible to the GMM.
2. The members of the Board of Directors shall be elected by the Full Members at the GMM with a simple majority.
3. The meeting of the Board of Directors shall be held once a year to coincide with the GMM at the headquarters of BFA.
4. Upon the request of at least three Board Members and approved by majority members, the Chair of the Board may call for a Special Meeting of the Board.
Article 19 Composition of the Board of Directors
The Board of Directors shall consist of eleven members. The first Board of /directors will have a term of five years and the later Boards of Directors will have a term of three years.
1. Seven members shall be elected from the Foundation Members and Initial Members amongst themselves and are eligible for re-election;
2. Two members shall be elected from the Honorary Members amongst themselves and are eligible for re-election;
3. The Secretary-General and a representative of the Boao Aquapolis shall be ex-officio members of the Board of Directors;
4. No more than 4 of its members shall come from the same country/economy.
Subject to approval by the GMM, the number of Directors of the Board may be changed.
Article 20 Chair and Vice Chair of the Board of Directors
1. There shall be a Chair and a Vice Chair of the Board of Directors.
2. The Chair and Vice Chair shall be elected by at least two-thirds of the Members of the Board of Directors in a meeting of such Board. The election of the Chair shall follow the principle of balanced distribution among geographical areas.
3. The Vice Chair shall be a representative from the host city -- Boao.
4. The Chair and Vice Chair for the first Board shall serve a term of five years and shall be eligible for re-election. The Future Chair and Vice Chair will have a term of three years.
5. Should the Chair cease to be Chair for any reason, the Vice Chair shall serve as acting Chair until next Board meeting, at which a replacing Chair shall be elected for the remaining term.
Article 21 Responsibilities of the Board of Directors
The responsibilities of the Board of Directors include:
1. To review BFA annual reports and annual budgets presented by the Secretariat for submission to the GMM;
2. To appoint the Secretary-General and deputy Secretary-Generals of BFA;
3. To review Amendments to the Charter of BFA;
4. To approve and adopt substantive rules and regulations of BFA;
5. To decide to convene the GMM, review and adopt the proposed agenda of the GMM; and
6. To implement other responsibilities that may be delegated by the GMM.
Article 22 Adoption of Resolutions by the Board of Directors
Except stipulated otherwise in the Charter and pertinent Rules, any resolution of the Board of Directors shall require approval by a simple majority of the members present at the meeting and come into effect thereupon. Each member of the Board has one vote.
Board of Directors may pass resolutions on urgent and important matters in a non-meeting pattern.
Article 23 Responsibilities of the Chair of the Board of Directors
The responsibilities of the Chair shall be as follows:
1. The overall superintendence and control of the activities of BFA;
2. To preside over the meetings of the Board of Directors and the GMM;
3. To oversee the development and formulation of short and long term plans and programs in pursuit with the objectives and the promotion of the interests of BFA;
4. To sign on behalf of BFA, correspondence, messages and letters which are non-contractual, non-binding and non-executive in nature as may be authorized by the Board of Directors;
5. To report to the GMM on the activities of the Board of Directors; and
6. To perform other functions as designated by the Board of Directors.
Article 24 Responsibilities of the Vice Chair of the Board of Directors
1. To assist the Chair in fulfilling his/her duty;
2. To perform the responsibilities of the Chair when the latter is unable to carry out his/her official duties;
3. To perform other functions as designated by the Board of Directors.
Article 25 The Secretariat
The Secretariat shall be the standing executive body of BFA. Its responsibilities are as follows:
1. To prepare and organize all BFA meetings;
2. To implement all the resolutions of the GMM and the Board of Directors;
3. To prepare annual reports and annual budgets of BFA to be submitted to the Board of Directors for its review;
4. To raise and manage fund for BFA;
5. To draft or revise the rules and regulations of BFA to be submitted to the Board of Directors for approval;
6. To handle Membership application and withdrawal, conduct daily liaison work and related services;
7. To develop，with the assistant of the RTI and provide economic forecast on issues consistent with the goals and policies of BFA. Once the RTI functions properly, this function will be transferred to the RTI;
8. To provide，with the assistant of the RTI, intellectual resources for BFA conferences, seminars, and workshops. Once the RTI functions properly, this function will be transferred to the RTI;
9. To provide，with the assistant of the RTI, human resources development program for members and other partners of BFA. Once the RTI functions properly, this function will be transferred to the RTI;
10. To establish，with the assistant of the RTI, a virtual network and a clearinghouse for other research and training institutes in Asia and elsewhere. Once the RTI functions properly, this function will be transferred to the RTI;
11. To implement other responsibilities which may be designated by the Board of Directors; and
12. To assist the Chair in discharging his/her duties.
Article 26 The Secretary-General
The Secretary-General is the chief executive officer of BFA and head of the Secretariat. The Secretary-General shall serve a term of 5 years and may be extended by the Board of Directors.
The Secretary-General shall be responsible for the following:
1. Managing the day-to-day operation of BFA and representing BFA;
2. Presiding at all BFA meetings other than the GMM and meetings of the Board of Directors;
3. Implementing the rules and regulations approved by the Board of Directors;
4. Hiring, promoting and dismissing personnel at the Secretariat;
5. Submitting proposals to the Board of Directors on the restructuring of the functional departments of the Secretariat and BFA's representative offices;
6. Such other businesses that may be entrusted by the Board of Directors.
Article 27 Deputy Secretary-Generals
There shall be a number of Deputy Secretary-Generals as decided by the Board of Directors. The Deputies should be nominated by the Secretary-General and appointed or dismissed by the Board of Directors. If the nomination is from other members of the Board, verification from the Secretary General shall be obtained before it is submitted to the Board of Directors for approval. The Deputies shall serve a term of 5 years with the possibility of extension by the Board of Directors.
The responsibilities of the Deputy Secretary-Generals shall include:
1. Assisting the Secretary-General in managing the day-to-day operation;
2. Performing the responsibilities of the Secretary-General when the latter is unable to carry out his/her official duties;
3. Such other tasks as delegated by the Secretary-General.
Article 28 Termination of Secretary-General and Deputy Secretary-Generals
The Secretary-General and Deputy Secretary-Generals shall cease to hold the position, upon:
1. Resignation, by sending a written notice of resignation three months in advance to the Chair of the Board of Directors;
2. Resolution approved by a two-thirds vote at the meeting of the Board of Directors. Under this circumstance, the Secretary-General and Deputy Secretary-Generals shall be entitled to apply for a hearing;
3. Incapability to perform the duties of the office; or
4. Conviction by a competent court for a criminal offence.
Article 29 The Research and Training Institute
The Research and Training Institute is the important intellectual support to BFA. Its major functions include, among other things, to identify the theme and sub-topics for annual conference; to develop and provide economic forecast on issues consistent with the goals and policies of BFA; to provide intellectual resources for BFA conferences, seminars, and workshops; to provide human resources development program for members and other partners of BFA; to establish a virtual network and a clearinghouse for other research and training institutes in Asia and elsewhere.
The head of the RTI shall be nominated by the Secretary-General, in an open manner, and approved by the Board.
Article 30 The Council of Advisors
1. There shall be Council of Advisors consisting of 26 chief representatives from 26 BFA Initial Countries.
2. The Council of Advisors shall meet as the need arises to provide consultation and suggestions on significant issues and matters affecting BFA.
3. The Advisors shall not receive compensation except for their expenses incurred in relation to their duties towards BFA, which authorizes their mission be paid by BFA.
Chapter Five: Fund and Assets Management and Usage
Article 31 The Sources of BFA Fund
1. Membership fees;
2. Participation fees;
3. Donations;
4. Government sponsorships;
5. Income from events and services within the business scope of BFA;
6. Interests of BFA financial resources; and
7. Other income.
Article 32 Use of Fund
All the funds of BFA shall be used to achieve the goals of BFA and be pursuant to the business scope set forth in this Charter and related regulations.
Article 33 Financial Management
1. BFA shall comply with internationally accepted accounting principles and accounting rules of the host country and shall ensure that the financial books and records are legal, accurate and complete.
2. Each year there shall be an audit of the accounts of BFA by an internationally recognized auditing company.
3. The insurance, welfare and other employment benefits of BFA staff shall be in compliance with applicable regulations of the host country.
Chapter Six: Amendments to the Charter
Article 34 Procedure to Amend the Charter
1. Any amendment to the Charter shall be submitted by the Secretariat to the Board of Directors for their review and shall be approved by the GMM.
2. The amendments to the Charter shall come into effect upon the adoption by the GMM.
Chapter Seven: Dissolution
Article 35 Procedure for Dissolution
BFA shall be dissolved by the following procedures:
1. A resolution to dissolve BFA shall be adopted by the Board of Directors and submitted to the GMM;
2. A resolution to dissolve BFA, in accordance with the resolution adopted by the Board of Directors, shall be adopted by the GMM; and
3. Registrar of the host country shall be informed of the resolution of the GMM.
Prior to the dissolution of BFA, a liquidation committee shall be established, in compliance with the international practice and the applicable laws and regulations of the host country, for the purpose of liquidating all of the assets and liabilities of BFA.
Residual assets, if any, after payment of all debts and refund of membership fees, shall be contributed to, or disposed of in activities related to the vision of BFA under the supervision of the Registrar.
Chapter Eight: Supplementary Provisions
Article 36 Supplementary Rules and Regulations
Matters not specified in this Charter will be formulated in relevant rules and regulations. After its adoption by the Board of Directors, the rules and regulations shall come into effect.
Article 37 Language
The official working languages of BFA shall be English and Chinese.
Article 38 Interpretation
The authority to interpret provisions of the Charter shall rest upon the Board of Directors.
Article 39 Effective Date
This Charter shall come into effect as of the date on which it is approved by the GMM of BFA. Done at Boao, Hainan Province, PRC.
