IHFCA - Constitution

THE INTERNATIONAL HYDROGEN FUEL CELL

ASSOCIATION CONSTITUTION

CHAPTER 1 GENERAL PROVISIONS

Article 1The name of the Association is the International Hydrogen Fuel Cell Association (the Association).

Article 2The Association is an international, academic and non-profit social organization voluntarily formed by enterprises, scientific research institutions and industry organizations in the fields of hydrogen, Fuel Cells and Fuel Cell Vehicles around the world.

Article 3The purpose of the Association: to promote exchanges and cooperation in the field of hydrogen energy and fuel cells, to create an international exchange and cooperation platform covering the entire industry chain, to optimize international technical standards and regulations, to promote information sharing and open science, to promote the technological progress of hydrogen energy and fuel cells global deployment, to cultivate a market environment that promotes the large-scale application of hydrogen energy and fuel cells, and to promote the realization of carbon peaking and carbon neutrality goals.

The Association complies with the Constitution, laws, regulations and government policies in the country of registration, and abides by social morals and ethics.

Article 4The Association accepts the guidance and supervision of the China Association for Science and Technology and the registration management authority of the Ministry of Civil Affairs.

Article 5The domicile of the Association is located in Beijing, P.R.China.

CHAPTER 2 GOALS AND TASKS

Article 6The goals and tasks of the Association are:

(1)To build a platform for international academic exchanges and cooperation;

(2)To promote the research and formulation of policies, standard, rules and regulations, and provide consulting services;

(3)To carry out systematic publicity and popular science activities;

(4)To establish an international cooperation mechanism for common technology research and development, and initiate international cooperation projects;

(5)To undertake other matters entrusted by the members of the Association.

CHAPTER 3 MEMBERSHIP

Article 7The members of the Association are organization/company members.

Article 8Members who apply to join the Association must meet the following conditions:

(1)Support the articles of the Association’s Constitution;

(2)Willingness to join the Association;

(3)Has a certain influence in the industry field of the Association.

Article 9The membership procedure is as follows:

(1)Submit an application for membership;

(2)Has been discussed and approved by the Executive Board of the Association;

(3)The membership card shall be issued by the Executive Board or an agency authorized by the Executive Board.

Article 10Members shall enjoy the following rights:

(1)The right to vote, and to be voted;

(2)Participate in the activities of the Association ;

(3)The priority to obtain the services of the Association;

(4)The right to criticize, suggest and supervise the work of the Association;

(5)Membership is voluntary and withdrawal is free.

Article 11Members shall fulfill the following obligations:

(1)Comply with the articles of the Association’s Constitution and execute the resolutions of the Association;

(2)Safeguard the legitimate rights and interests of the Association;

(3)Complete the work assigned by the Association;

(4)Pay membership dues as required;

(5)Report to the Association and provide relevant information.

Article 12If a member withdraws from the membership, it shall notify the Association in writing and return the membership card. If a member fails to pay membership dues for more than one year or never participates in the Association's activities, it will be regarded as an automatic withdrawal from the Association.

Article 13If a member seriously violates the articles of the Association’s Constitution, the member will be removed from the membership upon approval by the Executive Board.

Chapter 4 ORGANIZATIONAL STRUCTURE AND PRINCIPALS SELECTION AND REMOVAL

Article 14The highest authority of the Association is the General Assembly. The functions and rights of the General Assembly are:

(1)To formulate and amend the articles of the Association;

(2)To elect and remove the Executive Board members;

(3)To review the work report and financial report of the Executive Board;

(4)To formulate and revise the standard of membership fees;

(5)To decide on termination matters;

(6)To decide other major matters.

Article 15The General Assembly must be convened only when more than 2/3 of the members are present, and its resolutions must be passed by more than half of the members present to take effect.

Article 16The General Assembly is held every five years.

Article 17The Executive Board is the executive body of the General Assembly. It leads the Association to carry out its daily work when the General Assembly is not in session, and is responsible to the General Assembly.

Article 18The functions and rights of the Executive Board are:

(1)To implement the resolutions of the General Assembly;

(2)To elect and remove the Chairman, Vice Chairman and Secretary General;

(3)To prepare to hold the General Assembly of the Council Members;

(4)To report work and financial status to the General Assembly;

(5)To decide on the admission and removal of members;

(6)To decide on the establishment, modification and cancellation of offices, branches, representative offices and entities;

(7)To decide on the appointment of the Deputy Secretary General and the principals of each institution;

(8)To lead the work of various institutions of the Association;

(9)To formulate internal management systems;

(10) To decide other major matters.

Article 19The Executive Board meeting must be convened only when more than 2/3 of the Executive Board members are present, and its resolutions must be passed by more than 2/3 of the executive board members present.

Article 20The Executive Board meets at least once a year. In special circumstances, it may be held in the form of virtual communication.

Article 21The Chairman, Vice Chairman and Secretary General of the Association must meet the following conditions:F

(1)Has a great influence in the industry field of the Association;

(2)The maximum age of the Chairman , Vice Chairman and Secretary General shall not exceed 70 years old, and the Secretary General shall be full-time;

(3)Be healthy and able to work normally;

(4)Has not received any criminal punishment of deprivation of political rights;

(5)Has full capacity for civil conduct.

Article 22If the Chairman, Vice chairman and Secretary General of the Association exceed the maximum age for office, they must be approved by the Executive Board, reported to the supervision departments for review and approved by the registration management authority before taking office.

Article 24The Chairman is the legal representative of the Association.

Due to special circumstances, the Vice Chairman or the Secretary General may serve as the legal representative after being entrusted by the Chairman of the Executive Board and approved by the Executive Board, reported to the supervision departments for review and approved by the registration management authority.

The legal representative shall sign relevant important documents on behalf of the Association.

The legal representative of the Association shall not concurrently serve as the legal representative of other organizations.

Article 25The Chairman of the Association exercises the following rights:

(1)To convene and preside over the General Assembly;

(2)To check the implementation of the resolutions of the General Assembly and the Executive Board.

Article 26The Secretary General of the Association exercises the following rights:

(1)To preside over the daily work of the office, organize the implementation of the annual work plan;

(2)To coordinate the work of all branches, representative offices and entities;

(3)To nominate the Deputy Secretary General and the principals of each agency, and submit it to the General Assembly for decision;

(4)To propose the appointment of full-time staff of offices, representative offices and entities, and submit it to the Executive Board for decision;

(5)Handling other daily affairs.

CHAPTER 5 ASSET MANAGEMENT AND PRINCIPLES OF USAGE

Article 27 Sources of funding for the Association:

(1)Membership fees;

(2)Donations;

(3)Government funding;

(4)Income from permitted businesses and services;

(5)Interests;

(6)Other legal income.

Article 28The Association collects membership dues in accordance with relevant national regulations.

Article 29The funds of the Association must be used for the business and development within the scope stipulated in this Constitution and shall not be distributed among the members.

Article 30The Association establishes a strict financial management system to ensure the legality, authenticity, accuracy and integrity of accounting information.

Article 31The Association is staffed with professionally qualified accountants. Accounting should not act as cashier. Accountants must conduct accounting and exercise accounting supervision. When accountants transfer jobs or leave their jobs, they must go through the handover procedures with their successors.

Article 32The asset management of the Association shall observe the required financial management systems regulated by national rules and accept the supervision of the representatives of General Assembly members and the State’s financial departments. The assets funded by governments or from social donations and assistance shall be subject to the supervision of audit authorities, and relevant information should be released to public in an appropriate means.

Article 33The Association must undergo a financial audit before changing the term of office or changing the legal representative.

Article 34Any enterprise, organization or individual shall not embezzle or misuse The Association's assets.

CHAPTER 6 AMENDMENT PROCEDURES FOR ASSOCIATION’S CONSTITUTION

Article 35Amendments to the articles of the Association’s Constitution must be approved by the Executive Board and reported to the General Assembly for deliberation.

Article 36The revised articles of the Association’s Constitution must be reviewed and approved by the General Assembly within 15 days. It will become effective after it is reported to the supervision departments for review and approval and reported to the registration management authority for approval.

CHAPTER 7 TERMINATION PROCEDURE AND PROPERTY DISPOSAL

Article 37If the Association completes its purpose or dissolves on its own, or needs to be cancelled due to division, merger, etc., the Executive Board shall propose a termination motion.

Article 38The Association's termination motion must be voted and approved by the General Assembly and reported to the supervision departments for review and approval.

Article 39Before the Association’s termination, the liquidation shall be conducted under the guidance of The Association’s supervision departments and relevant authorities by establishing an organization to clear credits and debts and administer aftermath issues. During the liquidation period, The Association shall not carry out activities other than liquidation.

Article 40The Association will be terminated after the registration management authority has gone through the cancellation registration procedures.

Article 41After the Association’s termination, no one shall be allowed to embezzle or take the remaining property. The property after liquidation shall be used for matters related to the objectives of the Association, and observe the State’s relevant regulations and under the supervision of the Association’s registration authority and supervision departments.

CHAPTER 8 SUPPLEMENTARY PROVISIONS

Article 42This Constitution has been approved by the First General Assembly of Council Members on June 30th 2022

Article 43The interpretation of this Constitution belongs to the Executive Board of the Association.

Article 44This Constitution shall come into effect on the date of approval by the registration management authority.

International Hydrogen Fuel Cell Association The Membership Fee Standards and Management Measures

Membership fees are one of the important sources of income for the development of the Association and the maintenance of daily operations. In accordance with the State Council's "Social Organization Level Management Regulations", the Ministry of Civil Affairs and the Ministry of Finance's "Notice on Adjusting the Group Membership Fee Policy and Other Relevant Issues" and the "International Hydrogen Fuel Cell Association Constitution (Draft)", modelling on the international hydrogen energy and fuel cell industry organization membership fee standard, to ensure that members perform their obligations in a timely manner and strengthen the reasonable and effective expenditure of membership dues, these measures are specially formulated in combination with the actual situation of the Association.

1. The principle of membership fee collection

According to the rights enjoyed by members of the Association, they are charged in different categories.

2. Membership fee standards

Membership payment is based on the following criteria.

- Chairman and Vice Chairman Institution:US$50,000(or equivalent in RMB)/year

- Standing Executive Board Member Institution:US$30,000(or equivalent in RMB)/year

- Executive Board Member Institution:US$10,000(or equivalent in RMB)/year

- Council Member Institution: US$ 5,000(or equivalent in RMB)/year
Rules of payment:

- Enterprises: full membership fee payment.

- Non-profit organizations, and international organizations: free membership; and

- Public institutions, research institutes, and universities: 80% membership discount.

The exchange rate shall be subject to the central parity between USD and RMB of the Bank of China on the day of remittance.

3. Membership fees payment due time

• Membership dues are paid annually.

• New members should pay the membership fee within 15 working days after the approval of membership.

4. Use and management of membership fees

The Association’s membership fees must be used within the business scope and career development specified in the articles of the Constitution, mainly for the daily expenses of the Secretariat or other expenses required by the Executive Board, including but not limited to personnel salaries, travel expenses, and various business activities, expert consultation fees and office daily operations.

The Association membership fees implement the budget and final accounting system, and the special funds are used exclusively. The Association Secretariat is required to submit financial reports to the Association’s General Assembly every year, and accept a third-party audit entrusted by the Association’s Executive Board.

5. Miscellaneous
According to the Constitution, if a member does not pay membership dues for more than one year or never participates in the activities of the Association, it will be regarded as an automatic withdrawal from the Association.
These Measures shall come into force on the date of approval by the Association’s General Assembly.

国际氢能燃料电池协会