On September 2, 2012, the 25th Tongxieyi Forum was held in Qingchengshan, Chengdu, during which the Articles of Association of Tongxieyi New Drug Elites Club were formulated as follows in the spirit of the Guiding Principles for the Articles of Association of the Tongxieyi New Drug Elites Club after the discussion of all the guests at the forum:
Article 1 Name
“Tongxieyi New Drug Elites Club” (hereinafter referred to as the “Club”)
Article 2 Nature
A non-profit, non-governmental club
Article 3 Purpose
To bring together new drug R&D talents with vision and sense of mission, explore the scientific rules and business models for the R&D of new drugs and promote the healthy development of China’s pharmaceutical industry.
Chapter II Scope of Activities
Article IV Contents of Activities
1. Organizing annual meetings, seminars, workshops and other club activities to discuss the main issues faced by those engaged in R&D of new drugs, including important issues related to macro policies, technology trends, transfer of research achievements, humanistic and sentiment, philosophical thoughts, investment management, business activities and other areas and help Club members to enhance their ability to deal with different problems they meet during R&D of new drugs;
2. Making rational proposals to competent governmental departments to promote continuous improvement of the policy environment for the R&D of new drugs in China;
3. Proposing industry self-regulating initiatives to promote the regulated, orderly and healthy development of the R&D of new drugs in China;
4. Setting up communication platforms in the Club to facilitate cooperation among club members in the fields of technical services, business and capital, and open up channels for the members to have dialogues with political, business, and technical literature and academic circles;
5. Organizing meetings and exhibitions, information exchanges, project appraisals, education trainings, e-businesses and other activities that facilitate the achievement of the mission of the Club; assessing the conditions that make a new drug very influential and creating a spiritual home for the members of the Club.
Chapter III Members
Article V Categories of the Members
1. The Club has founding members, honorary members and regular members;
2. The founding members refer to the six founders of the Club;
3. Honorary members refer to the individuals, enterprises and organizations that have made important and substantial contributions to the founding and development of the forum of the Club; honorary membership has to be confirmed by the Club’s Board of Directors;
4. Regular members are the individuals, enterprises and organizations that have been accepted as the members of the Club.
Article VI Conditions for Becoming a Member
1. Senior management talents or technical experts in new drug-related fields with proven accomplishments who have been recommended by more than two existing members of the Club;
2. Abiding by the Articles of Association of the Club;
3. Fulfilling the obligations of the Club members and paying membership fees.
Article VII Joining the Club
To join the Club, one has to have the recommendation of more than two existing Club members, submit a written application and pass the assessment made in the meeting of the Club’s Board of Directors.
Article VIII Rights of the Members
1. The right to elect and be elected as a member of the Board of Directors;
2. The right to propose the topics to be covered in the Club’s annual meetings and other activities;
3. The right to participate in all kinds of activities of the Club;
4. The right to receive the information that the Club provides to the members;
5. The right to seek business opportunities through the network platform established by the Club;
6. The right to entrust the Club to hold dedicated seminars on topics that he/she is concerned about;
7 The right to entrust the Club to recommend or train talents;
8. The priority in undertaking or sponsoring the activities organized by the Club;
9. The right to exit from the Club;
10. Other rights granted by Board of Directors of the Club.
Article IX Obligations of the Members
1. Abide by and implement the resolutions of the Club;
2. Abide by the Articles of Associations of the Club and by the related regulations;
3. Take part in relevant activities of the Club;
4. Safeguard the lawful rights and interests of the Club;
5. Pay membership fees according to related stipulations of the Club;
6. Provide true and reliable document and information to the Club;
7. Other obligations stipulated by the Board of Directors of the Club.
Article X Members’ Exit from the Club
1. In case a member decides to exit from the Club, a written notification has to be handed to the Secretariat of the Club. Once a written confirmation has been received from the Secretariat, his/her membership is automatically terminated;
2. Follow the related rules in the Detailed Member Recruitment Rules and Regulations of the Club to process the exiting procedures.
Article XI Termination of Membership
In the event of any unlawful activity on the part of any member, or if a member fails to pay membership fee for more than two years, the membership of the party involved will be terminated upon the approval of the Board of Directors after receiving a report from the Secretariat.
Chapter IV Organizational Structure and Appointment and Dismissals
Article XII Organizational Structure
1. Board of Directors and Standing Board of Directors
3. Advisory Committee
Article XIII Board of Directors and Standing Board of Directors
1. The Board of Directors consists of 30 board members that have been selected from the members of the Club;
2. To add a new member to the Board of Directors, the candidate has to have the recommendation of an existing or former member of the Board of Directors, and have the approval of no less than half of the members of the Board of Directors. The Secretariat will report the candidate to the Standing Board of Directors for confirmation;
3. The term of the first Board of Directors was four years, after that the term has been two years for each Board of Directors. The members of the Board of Directors can be re-elected, but not for more than two consecutive terms. Honorary club members can be re-elected to the three terms.
4. The Standing Board of Directors consists of 11 members and it is the highest executive department in the Club reporting to the Board of Directors. The first Standing Board of Directors was made up by the six founders of the Club plus a few others selected from the members of the first Board of Directors;
5. The number of the members of the Board of Directors can be increased or reduced upon the approval of the Standing Board of Directors.
1. The Board of Directors has a Chairman and a couple of Vice Chairmen;
2. The Chairman and the Vice Chairmen are elected by more than two thirds of the board members present at the meeting of the Board of Directors;
3. The terms of the Chairman and the Vice Chairmen of the first Board of Directors were four years and they could be re-elected. After that, the terms have been two years.
Article XV Responsibilities of the Board of Directors
1. Supervising and managing the activities of the entire Club;
2. Reviewing the Club’s annual work report and annual budgets submitted by the Secretariat to the Board of Directors;
3. Appointing the Secretary-General of the Club;
4. Reviewing proposals to amend the Articles of Associations of the Club;
5. Approving important rules and regulations of the Club;
6. Deciding to hold annual meetings, reviewing and approving the agenda of the meeting.
Article XVI Formulation of the Resolutions of the Board of Directors
1. Except for this Articles of Association and the rules otherwise provided, the resolutions of the Board of Directors comes into effect if they have been voted in favor by the simple majority of the board members present at the meeting. One member has one vote;
2. The Board of Directors can also make resolutions about important or urgent issues through non-conference form.
Article XVII Responsibilities of the Chairman
1. Chairing the meetings of the Board of Directors and of the Standing Board of Directors;
2. Supervising the formulation of medium and long-term plans and projects that facilitates and promotes the realization of the Club’s missions;
3. Submitting the annual work report to the Board of Directors;
4. Exercising other responsibilities assigned by the Board of Directors.
Article XVIII Responsibilities of Vice Chairmen
1. Assisting the Chairman in his execution of responsibilities;
2. Executing the responsibilities on behalf of the Chairman in case the Chairman is not able to perform his duties;
3. Supporting and providing guidance on the daily operation of the Club and of the Secretariat.
4. Executing other responsibilities assigned by the Board of Directors.
Article XIX Secretariat
The Secretariat is the standing executive department of the Club and it has the following responsibilities:
1. Making preparations for all the meetings held in the Club;
2. Executing the resolutions by the Board of Directors;
3. Preparing for the Club’s annual work report and the annual budget and submit them for review by the Board of Directors;
4. Responsible for raising and operating funds for the Club;
5. Drafting or revising the rules and regulations of the forum and submit them for approval by the Board of Directors;
6. Handling club member admission, exit, daily coordination and the related affairs.
7. Other responsibilities delegated by the Board of Directors;
8. Assisting the Chairman in execution of his duties.
Article XX Responsibilities of the Secretary-General
1. Handling daily affairs in the Club and representing the Club to the outside;
2. Exercising the rules and regulations approved by the Board of Directors;
3. Hiring, promoting and dismissing staff members in the Secretariat;
4. Making proposals about adjusting the functioning departments of the Secretariat or of the offices of the Club and submit them for review and approval by the Board of Directors;
5. Other affairs entrusted or authorized to handle by the Board of Directors and the Standing Board of Directors.
Article XXI The Advisory Committee
1. The Club has an Advisory Committee that has a few members. They have been selected by the Board of Directors from those who have made positive contributions to the cause of new drugs development and from well-known figures in the political, and the business, the academic and other circles. The Advisory Committee elects a Chairman from its members and the term for the members is two years and they can be re-elected for no more than two terms;
2. The Advisory Committee holds meetings during the annual meeting of the Club, and it also holds meetings irregular meetings providing advices and proposals on important issues of the Club;
3. The members of the Advisory Committee do not receive salaries, However, Costs arising from performing function, according to the relevant provisions of the Secretariat, paid by the club;
4. The members of the Advisory Committee can be invited to take part in the activities organized by the Club as guests of honor.
Chapter V Management and Use of the Assets
Article XXII Sources of the Fund of the Club
1. Membership fees
2. Meeting attendance fees
4. Government support
5. Income from activities or services organized or provided within the Club’s business scope
6. Interests on the funds of the Club
7. Other legal income
Article XXIII Use of Fund
All the funds of the Forum are used serving the purpose of the Forum and within the scope stipulated by this Articles of Association as well as related detailed regulations.
Article XXIV Financial Management
Abide by the financial laws and regulations of the state and ensure legality, authenticity and completeness of all the accounting information;
The financial statements need to be audited and approved by certified auditing firms;
The annual financial reports need to be reviewed and approved in the meeting of the Board of Directors.
Chapter VI Amendment of the Articles of Association
Article XXV Procedure of Amending the Articles of Association
Amendment to the Articles of Association has to be submitted by the Secretariat for approval by the Board of Directors.
Chapter VII Dissolution of the Club
Article XXVI Procedure of dissolution
The proposal about the dissolution of the Club has to be reviewed and approved by the Board of Directors, which then makes the resolution to dissolve the Club.
Chapter VIII Supplementary Articles
Article XXVII Detailed Regulations of the Articles of Association
Issues not covered by this Articles of Association will be specified in related detailed regulations; the detailed regulations come into effect after the approval of the Board of Directors.
Article XXVIII Interpretation
The Board of Directors of the Club reserves the right to interpret this Articles of Association.
This Articles of Association was approved on October 25, 2012 after deliberations in Suzhou.