Statutes of the European Chamber of Commerce for Traditional Chinese Medicine  ARTICLES OF ASSOCIATION, NAME AND REGISTERED OFFICE Article 1 The association bears the name of European Chamber of Commerce for Traditional Chinese Medicine and is domiciled in Amsterdam, The Netherlands. OBJECTIVE Article 2 The objectives of the Chamber of Commerce are: 2.1 To represent the interests and protect the rights of its members in their business activities. 2.2 To promote the integration of Traditional Chinese medicinal products into Europe’s phytotherapy and healthcare product market. 2.3 To provide advice and support to its members for the registration of products in light of the European Directive of Traditional Herbal Medicinal Products. 2.4 To establish contact and conduct negotiations with national and European authorities on matters affecting its members. 2.5 To self-regulate and improve the quality and sustainability of products of its members to acceptable standards in the European Union. 2.6 To facilitate and support the creation of associations within the European Union to achieve uniform approach to the above objectives. DURATION Article 3 The association has been established for an indefinite period of time. MEMBERSHIP Article 4 4.1 Companies that import and/or supply traditional Chinese medicinal products in Europe, and abide by the rules of and fulfill the obligations to this association are eligible for the membership. 4.2 Membership shall end by (a) notice of termination by the association; (b) notice of withdrawal by a member; and (c) suspension. 4.3 Membership shall be terminated when a member who, by virtue of its conduct, discredit or endanger the interestss of this association. The decision to terminate the membership shall be made by the Board. The member shall have the right to appeal to the chairman of the Board in writing according to the appealing procedure. An appealing procedure will follow. 4.4 Non-payment of membership fee shall automatically involve the exclusion of participation and loss of service of the Chamber of Commerce. ORGANIZATION AND MANAGEMENT Article 5 Board 5.1 The management of the Chamber of Commerce consists of a board of several members. The number of members of the board will be determined by the meeting of the General Assembly. 5.2 Members of the board are nominated and approved by the meeting of the General Assembly for a term of three years. The Board will elect the chairman, vice chairman, secretary general and treasurer. 5.3 Board decisions are valid when two-thirds of its members are present or represented. Board decisions are made by a simple majority of votes cast by the members present and represented. 5.4 The Board shall draw up Rules of Procedure to regulate the internal procedures of the Chamber of Commerce. The Rules of Procedure shall be approved by the meeting of the General Assembly. Article 6 General Assembly 6.1 The General Assembly is composed of all members of the Chamber of Commerce. The General Assembly shall convene one meeting each year. In the event of absence, a member can be represented by another member with letter of authorization from his/her association and must be an importer or supplier of traditional Chinese medicinal products. 6.2 An extraordinary meeting of the General Assembly can be called by the Board or by one-fourth of all members of the Chamber of Commerce. The request for an extraordinary meeting of the General Assembly should be made in writing to the secretariat of the Chamber of Commerce. 6.3 Resolutions of the meeting of the General Assembly are valid (a) in the first convocation, when two-thirds of its members are present or represented. Resolutions are taken with a simple majority of votes cast by members present and represented; or (b) in the second convocation, with a simple majority of the members present or represented. The meeting of the General Assembly is presided by the chairman of the board. In the event of absence of the chairman, the vice-chairman shall preside the meeting. 6.4 Secretary general, or a person designated by the secretary general, shall take the minutes of the meeting. The minutes shall be approved by subsequent meeting of the General Assembly. 6.5 The secretary general convenes the meeting of the General Assembly. The convocation notice of meeting should reach members no less than 30 days before the convocation. The convocation notice should set out the issues to be discussed during the meeting. Request of additional subjects to the agenda of the meeting should be made in writing by no less than one-fourth of all members and should reach the secretariat at least 15 days before the meeting is to take place. Article 7 Special Committees 7.1 The Chamber of Commerce shall form special committees. Members of the committees are nominated by members and shall be approved by the Board. 7.2 Special committees are composed of qualified persons. They may not be the members of the Chamber of Commerce. The special committees report to the Board. 7.3 Expert Committee The expert committee is tasked with: (a) Providing advise on and drawing up technical documents for the registration of traditional Chinese medicinal products in Europe; (b) establishing dialogue with national and European medicine regulatory authorities; (c) advising members on issues concerning the quality and sustainability of traditional Chinese medicinal products; (d) conducting researches on issues concerning traditional Chinese medicinal products that affect business activities of its members. 7.4 Public Relations Committee The public relations committee works to: (a) improve the public images of Chinese medicinal products, particularly in safety, quality and biodiversity; (b) promote the integration of Chinese medicinal products into Europe’s phytotherapy and healthcare product market; (c) coordinate the response to incidences and events that affect the reputation of traditional Chinese medicinal products in Europe; (d) establish international relations. 7.5 Other committees Other special committees may be established by the Board when it deems necessary. REPRESENTATION Article 8 8.1 The chairman, vice chairman of the board, or secretary general represents the Chamber of Commerce in and out of court. Members authorized by the Board will also be entitled to represent the Chamber of Commerce. 8.2 If there are conflicts of interests between the chairman, vice chairman and secretary general and the Chamber of Commerce, the Chamber of Commerce will be represented by one of the remaining board members designated by the board. FINANCIAL RESOURCES Article 9 The financial resources of the Chamber of Commerce are (a) contributions of the members, (b) donations, (c) grants, and (d) royalty of publications. FINANCIAL YEAR AND ANNUAL ACCOUNTS Article 10 The financial year of the Chamber of Commerce runs from January the first up to and including December the thirty-first. Article 11 11.1 Within 6 months after the end of each financial year, the board shall compile the annual accounts in accordance with standards which are considered acceptable in society. Due to special circumstances this period of time can be extended by not more than six months by the meeting of the General Assembly. 11.2 At the meeting of the General Assembly at which the annual accounts are dealt with, the board will report on business within the Chamber of Commerce and on its management over the past financial year. The annual accounts will be signed by the chairman, treasurer and secretary general. If the signature of one or more signatories is missing, the reason will be stated in the annual accounts. 11.3 If the annual accounts are adopted by the meeting of the General Assembly, the board will be discharged from all liability for fulfilling its obligations well over the financial year to which these annual accounts relate. AMENDMENTS TO THE ARTICLES OF ASSOCIATION, DISSOLUTION Article 12 12.1 Resolutions to amend these articles of association or to dissolve the Chamber of Commerce can only be taken at a meeting of the General Assembly at which at least two-thirds of the members are represented, by a majority of at least three-fourths of the votes cast. 12.2 If a proposal to amend the article of association is to be made to the meeting of the General Assembly, at the same time that the meeting is convened a copy of the proposal in which the proposal amendment has been included word by word must be made available for examination by each member. Article 13 13.1 If the Chamber of Commerce is dissolved, it will be liquidated by the board members unless the meeting of the General Assembly determines otherwise. 13.2 The provisions of these articles of association will remain in force as much as possible during liquidation. 13.3 The balance left after liquidation is used to distribute, if possible, to members in proportion to their membership fee. 13.4 The Chamber of Commerce will cease to exist at the time when there exist no longer any assets known to the liquidators. The liquidators will give notice thereof to the registers in which the Chamber of Commerce has been entered.