Updated: 2008-04-08 11:53

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 at Bo'ao, Hainan Province, the People's Republic of China (the “PRC”) and formally declared the establishment of Bo'ao Forum for Asia on February 27, 2001.

The Charter is prepared in accordance with the principles set forth in the Declaration on Bo'ao Forum for Asia and the Guidelines for the Charter of Bo'ao Forum for Asia.

Chapter One General

Article 1 Name

The name of the organization shall be Bo'ao Forum for Asia (“BFA”).

Article 2 Nature

BFA shall be a non-government and non-profit international organization with a permanent principal location and shall hold meetings on a regular basis.

Article 3 Objectives

1. BFA shall be Asia-based so as to promote and strengthen 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 for dialogue between leaders from government, private enterprise, academia and other juridical associations to discuss, exchange and develop ideas in the scope of economic, social, environmental and related issues.

3. BFA shall facilitate the cooperation between its members, partners and supporting parties through its established networks.

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 Bo'ao, Hainan Province , PRC. BFA's registered address shall be 1 Gold Coast Boulevard , Bo'ao, 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 issues of significance pertaining to economic and social development in Asia and around the globe, including finance, trade, investment and environmental concerns, etc.;

2. To propose regional and international initiatives in order to promote and strengthen the cooperative relationships between governments and economic entities;

3. To monitor economic trends and other developments affecting global and regional economies;

4. To identify issues that impact trade, finance and social development. To collect and disseminate information to highlight opportunities for regional economic cooperation;

5. To develop networks of government, business and other organizations within the region and between the region and other parts of the world;

6. To establish and maintain a globally influential research and training center with the capacity 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 Memberships, namely Full Membership and Partial Membership.

Full Membership includes Initial Members, Honorary Members, Diamond Members and Platinum Members. Partial Membership includes Ordinary Members.

2. Initial Members are former state/government leaders, prominent public figures, or non-profit organizations nominated by each of the 26 BFA Initial Countries within its allotted representation (two for each country).

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. Diamond and Platinum 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. Manifest intent to join BFA;

2. Agree to abide by the BFA Charter and other BFA regulations;

3. Be a leader in respective industry or field; and

4. Be willing to perform the obligations of membership in BFA.

Article 9 Accession

All applications for membership in BFA shall be processed in accordance with procedures prescribed by BFA.

Article 10 Rights of Members

1. Each of the Full Members shall be entitled to the following rights:

A.

(1) To speak, to vote, to elect or be elected to the Board of Directors at the BFA General Meeting of Members;

(2) To make recommendations on topics for the Annual Conference or any other BFA events;

(3) To participate in the BFA Annual Conference;

(4) To have unique access and interaction with government, business and academic leaders;

(5) To obtain access to information provided by BFA and use of the information services and database resources available through the BFA website;

(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 concern;

(9) To commission BFA to conduct marketing and similar surveys 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 or hosting various BFA events;

(12) To claim and announce “BFA Membership” in external communications and publicity;

(13) To be provided the auditing report done by an internationally recognized auditing firm;

(14) To enjoy preferential treatment in use of all facilities available at Bo'ao Aquapolis; and

(15) Such other rights as shall be determined by the Board of Directors.

B. However, appropriate level of service fee will be charged if the members enjoy the rights as listed from (7) to (10).

2. Each of the Ordinary Members shall be entitled to the following rights:

(1) To participant in BFA Annual Conferences;

(2) To obtain access to information provided by BFA and use of the information services and database resources available through the BFA website;

(3) To seek business opportunities through the established networks 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 Bo'ao Aquapolis; and

(7) Such other rights as shall be determined by the Board of Directors.

Article 11 Obligations of Members

Each member shall be obliged:

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 Meetings 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

1. All members are entitled to withdraw their membership.

2. In the event that a member decides to withdraw from BFA, the member shall deliver written notice to the Secretary-General of BFA at least two months prior to the date of withdrawal. The associated membership shall be considered terminated upon receipt of written confirmation from the BFA Secretariat, informing the member of the acceptance of the member's withdrawal.

3. Upon acceptance of a member's notice of withdrawal, the following terms for refunding membership fees shall apply:

1) After membership confirmation, 30% membership fees shall be non-refundable.

2) The remaining 70% of membership fees shall be refundable according to the time of withdrawal. If a member withdraws in the first year of membership, all of the remaining 70% membership fee shall be refunded. Beginning from the second year of membership, there shall be an annual 1/15 deduction of the remaining 70% membership fee.

Article 13 Termination of Membership

Upon approval by the Board of Directors, the BFA secretariat shall reserve the right to terminate any individual membership based on evidence of a member's involvement in lawbreaking activities, fiduciary neglect or other acts considered harmful or detrimental to BFA, its mission, or partners. The Secretariat also reserves the right to terminate membership for failure on the part of the member to communicate with BFA for a period of more than two years. However such Member shall be entitled to prior notice. The membership fees shall not be refunded.

Chapter Four Organizational 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 (“the GMM”) is the ultimate authority of BFA. The GMM shall be held once every calendar year. The BFA Secretariat shall be responsible for preparation and arrangements for the GMM. All Members shall be notified in advance concerning the agenda of the GMM.

2. 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 adversely affect the proceedings of that meeting, provided the members in attendance constitute a quorum.

3. The GMM shall have the authority to:

(1) Review and adopt the BFA Charter and amendments to the Charter;

(2) Elect Members to 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 business in accordance with the meeting agenda;

(5) Consider written motions presented and signed by at least one-fourth of the Full

Members. 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. 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. There shall also be a number of Co-Chairs from the Full Members.

Article 16 The GMM Quorum and Voting

1. The quorum required for each GMM is constituted by one-third of the Full Members.

2. Each Full Member has one vote at the GMM, or, Extraordinary General Meeting of Members of BFA. Voting will take place by a show of hands or by secret ballot, upon request by at least three Full Members or a member of the Board of Directors. 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 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 a simple majority of the Full Members at the GMM.

3. A meeting of the Board of Directors shall be held at least once a year coinciding with the GMM at the headquarters of BFA.

4. Upon the request of at least three Board Members and approved by a majority of Board members, the Chair of the Board may call for a Special Meeting of the Board.

Article 19 Composition of the Board of Directors

1. The Board of Directors shall consist of eleven members. The first Board of directors will have a term of five years and later Boards of Directors will have a term of three years. Seven directors shall be elected from the Diamond Members, Platinum Members and Initial Members and are eligible for re-election.

2. Two directors shall be elected from the Honorary Members amongst themselves and are eligible for re-election.

3. The Secretary-General and a representative of the Bo'ao Aquapolis shall be ex-officio members of the Board of Directors.

4. No more than four members of the Board of Directors shall come from the same country/economy.

5. Subject to approval of 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 the Board. The election of the Chair shall follow a principle of balanced distribution among geographic areas.

3. The Vice-Chair shall be a representative from the host city --Bo'ao.

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 be unable to perform his/her duties as Chair, the Vice-Chair shall serve as acting Chair until the next Board meeting, at which time a new Chair shall be elected to fulfill the remaining term.

Article 21 Responsibilities of the Board of Directors

The responsibilities of the Board of Directors ：

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 execute any policy, act or duty delegated by the GMM.

Article 22 Adoption of Resolutions by the Board of Directors

Unless otherwise stipulated in the Charter and relevant rules and regulations, any resolution of the Board of Directors shall require approval by a simple majority of the members present at a meeting of the Board of Directors, and come into effect thereupon. Each member of the Board has one vote. The Board of Directors reserves the right to 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. To oversee 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 of the objectives and the promotion of BFA interests;

4. To sign on behalf of BFA, any correspondence, messages and letters which are non-contractual, non-binding and non-executive in nature as 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 BFA annual reports and annual budgets to be submitted to the Board of Directors for review;

4. To raise and manage funds 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 manage membership application and withdrawal, and other daily membership operations and services;

7. To provide assistance to Research and Training Institute (RTI) to perform its functions as stipulated in Article 29;

8. To implement other responsibilities which may be designated by the Board of Directors; and

9. 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, which 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 over 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 of 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. The execution of any other activities 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 nominated by other members of the Board, confirmation 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 the 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. Inability 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 an important intellectual support of BFA. Its functions include the following:

1. To identify the theme and sub-topics for the annual conference;

2. To develop and provide economic forecasting on issues consistent with the goals and policies of BFA;

3. To provide intellectual resources for BFA conferences, seminars, and workshops;

4. To provide human resource development programs for members and other partners of BFA;

5. 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 and shall be approved by the Board.

Article 30 The Council of Advisors

1. There shall be a 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, as authorized by BFA.

Chapter Five BFA Funds: Asset Management and Usage

Article 31 The Sources of the Funds

1. Membership fees;

2. Participation fees;

3. Donations;

4. Government grants;

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 Funds

All the funds of BFA shall be used pursuant to BFA's mission and shall be in line with 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 BFA accounts by an internationally recognized auditing firm.

3. 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. Amendments to the Charter shall come into effect upon adoption by the GMM.

Chapter Seven Dissolution

Article 35 Procedure for Dissolution

BFA shall be dissolved through 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 international practice and 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 it is approved by the GMM of BFA. Ratified at Bo'ao, Hainan Province , PRC on November 1, 2003. .