Statute of the Committee of Cruise Industry

Statute of the Committee of Cruise Industry of World Tourism Cities Federation

(Draft)

Chapter 1: General Provisions

Article 1: Name of the Committee

The Committee of Cruise Industry of World Tourism Cities Federation (hereinafter referred to as the “Committee”) is a non-government, non-profit international organization formed by the relevant institutions of the world cruise industry and a branch institution of World Tourism Cities Federation (hereinafter referred to as “WTCF”). The Secretariat of the Committee is located in Qingdao, China.

Article 2: Purpose of the Committee

By providing the platform for integrated development of the relevant industries through cruise tourism, the Committee aims to strengthen the exchanges and cooperation between cruise tourism cities, cruise terminals, cruise companies and cruise-related enterprises, promote win-win development of cruise-related industries and boost the international exposure and comprehensive competitiveness of cruise terminal cities.

Chapter 2: Mission

Article 3: Functions of the Committee

1. Building cooperation platform

The Committee builds a robust platform for serving the international cruise industrial chain, and promotes cooperation and exchanges between cruise terminal cities, cruise companies and cruise-related enterprises. By organizing regular events such as cruise summit, thematic forum, product presentation, market promotion, expert seminar, marketing network and system, the Committee helps its members engage in mutual exchanges and cooperation and build up international influence, promotes the integrated development of cruise and tourism industries, and increases the international exposure and comprehensive competitiveness of cruise terminal cities.

2. Releasing industry information

The Committee analyzes the relevant data and statistics of the cruise tourism industry, builds a platform of cruise tourism information and releases on a regular basis information and latest news of the cruise tourism industry, development of cruise tourism cities and tourism resources of cruise terminals, which serves as a reference for the member cities as well as the market and the business sector.

3. Establishing the mechanism of win-win development

The Committee explores the role of cruise tourism in driving the development of terminal cities, promotes the academic exchanges, technical collaboration, market cooperation and industrial connectivity between international cruise cities, and provides a mechanism for win-win development of its members featuring “shared information, joint industrial rejuvenation, win-win economies and prosperous cities”

4. Promoting the development of industries

Capitalizing on the strong catalytic effect, close mutual dependence, wide market coverage and integrating role of the cruise tourism industry and drawing the experience of cruise industry development in Europe and America, the Committee promotes the development of emerging cruise markets and industries like Asia to generate new momentum and energy for world cruise tourism development.

Chapter 3: Membership

Article 4: Criteria for Membership

Cruise terminal cities, cruise companies and cruise-related enterprises and institutions recognizing the Statute of the Committee, willing to join the Committee and commanding relative influence in the industry are all eligible for membership application.

Article 5: Procedures for Membership

1. Filling in the Membership Application Form

2. Submitting the application to the Secretariat of the Committee

3. Application review by the Secretariat

4. Submitting the application to the Council for approval

5. Completing the membership registration procedures

6. Issuing membership certificate

Article 6: Rights of Members

1. Right to attend, speak, vote and submit proposal in the General Assembly of the Committee;

2. Right to elect and be elected as members of the Council of the Committee;

3. Right to make suggestions on, supervise and criticize the work of the Committee;

4. Priority in attending the activities organized by the Committee;

5. Priority in accessing the services and materials provided by the Committee;

6. Right to apply for hosting and sponsoring the activities of the Committee;

7. Other rights granted by the Committee.

Article 7: Obligations of Members

1. Abiding by the Statute of the Committee;

2. Implementing the resolutions of the Committee;

3. Supporting and taking part in the activities organized by the Committee and its relevant work;

4. Protecting the reputation and lawful rights and interests of the Committee;

5. Paying membership fee on time;

6. Other obligations required by the Committee.

Article 8: Withdrawal

1. Members are free to withdraw from the Committee;

2. Members that decide to withdraw from the Committee must submit a written application for withdrawal to the Council through the Secretariat. The Council shall give its confirmation within 60 working days upon receipt of the written application, with a notice signed by the Chairman of the Council, and report to WTCF for record. The notice shall be effective upon the date of signature.

Article 9: Termination of Membership

Members of the Committee shall have their membership terminated in case of any of the following:

1. Seriously violating the Statute of the Committee, and failing to undertake the obligations of members, including not attending the activities organized by the Committee and its relevant work for three consecutive times;

2. Engaging in seriously dishonest conducts;

3. Seriously undermining the rights and interests of the Committee.

The Secretariat shall report the proposed termination of membership to the Council, which will make a decision through deliberation. Pending a final decision by the Council, the member concerned can provide an explanation. If the Council finally decides to terminate its membership, a notice shall be issued with the signature of the Chairman of the Council and reported to WTCF for record. The notice shall be effective upon the date of signature.

Chapter 4: Organizational Structure

Article 10: Institutional Setup

The main organs of the Committee are as follows:

(1) General Assembly

(2) Council

(3) Secretariat

Article 11: General Assembly

1. General Assembly (hereinafter referred to as the “Assembly”), composed of all the members of the Committee, is the highest decision-making organ of the Committee. It has the following functions and powers:

(1) Discuss and decide major matters consistent with the purposes of the Committee;

(2) Deliberate and adopt the Statute of the Committee;

(3) Deliberate and approve the Chairman and Vice Chairmen of the Council;

(4) Review and deliberate the work report of the Council;

(5) Deliberate matters related to the dissolution of the Committee.

2. Time and venue for the General Assembly

The General Assembly, to be held at least once every two years, makes decisions on the major matters of the Committee. The members of the Committee shall send representatives to the Assembly. The Assembly shall be called by the Council, chaired by the Chairman of the Council, and organized and coordinated by the Secretariat. Should it be held in advance or be postponed owing to special circumstances, the Secretariat shall report to the Council for a decision.

3. Quorum and method of voting

Quorum for the General Assembly shall be no less than half of the entire membership of the Committee, or the Council may decide to choose other methods it sees fit for deliberation of the relevant matters. Every member of the Committee attending the Assembly shall have one vote. Any resolution of the Assembly shall only come into effect with more than half of the votes of the members present. Resolutions concerning the amendment of the Statute or the dissolution of the Committee shall only come into effect with more than two thirds of the votes of the members present and the approval of WTCF.

4. Special conference of the General Assembly

When the General Assembly is not in session, in case of urgent necessity, a special conference of the Assembly may be held by proposal of the Council or a joint proposal by more than one fourth of the members of the Committee to discuss relevant urgent matters, which cannot be delayed until the next session of the General Assembly. The rules of procedure of the special conference shall be the same as the Assembly.

Article 12: Council

1. The Council is the decision-making and executive body of the Committee. It manages the day-to-day affairs of the Committee on behalf of the General Assembly. The Council has the following functions and powers:

(1) Organize the General Assembly, submit motions to the Assembly, implement the resolutions of the General Assembly and report to the General Assembly;

(2) Propose to hold special conference of the General Assembly;

(3) When the General Assembly is not in session, it can make resolutions on matters consistent with this Statute, however the resolutions must not contradict the resolutions already made by the General Assembly;

(4) Determine the annual guidelines and tasks of the Committee;

(5) Review the work report and financial report submitted by the Secretariat of the Committee;

(6) Admit new members, decide on the withdrawal and termination of membership;

(7) Review the matters related to the appointment and removal of Vice Chairmen of the Council and submit the decision to the General Assembly for approval;

(8) Formulate the basic administrative rules of the Committee;

(9) Establish auxiliary organs necessary for performing its functions;

(10) Undertake the responsibility for interpreting the Statute.

2. Council members

The members of the Council are elected by the General Assembly from the members of the Committee.

The General Assembly shall elect the members of the Council when in session, and take into full consideration the size and influence of the members during election. Each member shall serve a four-year term with the possibility of re-election.

The number of Council members may be increased or reduced whenever appropriate, yet such adjustment shall be approved by the General Assembly

3. Time and venue for the Council meeting

The Council shall meet at least once a year. The meeting shall be presided over by the Chairman of the Council and attended by the representatives of the Council members. The meeting can be held in the place where the General Assembly of the Committee or the General Assembly of WTCF is held, in the place where the WTCF Fragrant Hills Tourism Summit is held, or in the city where the Secretariat of the Committee is based. In accordance with the circumstances, the Council may also hold communication meetings.

4. Quorum and method of voting

The Council meeting shall be held with the attendance of more than half of the Council members, unless otherwise prescribed by this Statute and other relevant rules.

Every Council member shall have one vote. Any resolution of the Council shall come into effect only after it has been passed by more than half of the Council members with a vote.

Article 13: Secretariat

1. The Secretariat is the day-to-day administrative body of the Council. It has the following functions and powers:

(1) Implement the resolutions of the General Assembly and Council, organize the implementation of the annual plan;

(2) Undertake the responsibility for the internal and external liaison of the Committee;

(3) Collect, rearrange, edit and transfer documents and information;

(4) Accept and examine applications for admission into or withdrawal from the Committee and submit them to the Council for decision;

(5) Make preparations for the relevant activities of the Committee;

(6) Manage the funds of the Committee together with the WTCF Secretariat;

(7) Undertake the responsibility of submitting the annual work report and financial report of the Committee to the Council, and submitting the report adopted by the Council to WTCF;

(8) Undertake the responsibility of managing other affairs entrusted or mandated by WTCF and the General Assembly and Council of the Committee.

Article 14: Chairman and Vice Chairmen

1. Chairman

As the top leader of the Committee, the Chairman of the Council presides over the day-to-day work within the Committee and represents the Committee in external activities. The Chairman has the following functions and powers:

(1) Preside over the General Assembly, organize and preside over the Council meeting;

(2) Organize discussion to decide the annual guidelines and tasks of the Committee and major matters in the day-to-day work of the Committee;

(3) Supervise and examine the implementation of the resolutions of the Council and report to the Council;

(4) Sign important documents and materials of the Committee;

(5) Nominate the candidates for the Vice Chairmen of the Council;

(6) Appoint and remove the Secretary-General of the Committee and the heads of other auxiliary organs, and report to WTCF for record;

(7) Perform the functions and powers of the Council mandated by the Council when the Council is in recess, including the right to handle major activities of the Committee;

(8) Exercise the right to decide major business and administrative matters of the Committee other than matters that are required by this Statute to be decided by the General Assembly and Council of the Committee;

(9) The Chairman of the Council shall be recommended by the Council members through consultation, with a term of four years and can be re-elected once.

2. Vice Chairmen

The Council shall have a number of Vice Chairmen. The Vice Chairmen of the Council shall perform the functions on behalf of the Chairman upon authorization of WTCF when the Chairman is unable to perform his/her functions, or handle other affairs entrusted or mandated by the Chairman.

The Vice Chairmen shall be nominated by the Chairman. The appointment shall be approved by the General Assembly after it passes the Council and reported to WTCF for record.

The Vice Chairmen shall each serve a four-year term and can be re-elected once.

3. Termination of duties of the Chairman and Vice Chairmen

(1) The duties of the Chairman shall be terminated under the following circumstances:

a. A written resignation is submitted to and approved by WTCF;

b. The General Assembly of the Committee adopts a proposal to remove the Chairman when he/she commits a serious dereliction of duty or cannot perform his/her functions, which is then submitted to and approved by WTCF.

(2) The duties of the Vice Chairman shall be terminated under the following circumstances:

a. A written resignation is submitted to the Committee and approved by the General Assembly;

b. The Council of the Committee adopts a proposal to remove the Vice Chairman when he/she commits a serious dereliction of duty or cannot perform his/her duties, which is then submitted to and approved by the General Assembly, and reported to WTCF for record.

Article 15: Secretary-General, Deputy Secretary-General and Staff Members of the Secretariat

1. Secretary-General

The Secretary-General of the Committee is responsible for the day-to-day administrative affairs of the Secretariat. The Secretary-General is appointed by the Chairman of the Council and directly reports to the Chairman.

The Secretary-General is responsible for leading the day-to-day work of the Secretariat. The Secretary-General is recommended and appointed by the Chairman of the Council. The Secretary-General shall serve a four-year term with the possibility of re-election. The functions and powers of the Secretary-General are as follows:

(1) Lead the day-to-day administrative affairs of the Committee;

(2) Participate in external activities on behalf of the Committee;

(3) Attend the General Assembly and the Council meeting;

(4) Employ by contract or dismiss staff members of the Secretariat;

(5) Put forward motions to the Assembly or the Council;

(6) Handle other affairs entrusted or mandated by the Assembly or the Council.

2. Deputy Secretary-General

The Secretariat shall have a number of Deputy Secretaries-General. They shall be nominated by the Secretary-General and appointed by the Council. The functions and powers of Deputy Secretaries-General are as follows:

(1) Assist the Secretary-General in dealing with routine affairs;

(2) Perform the functions of the Secretary-General on behalf of the Secretary-General upon authorization when he/she is unable to perform his/her functions;

(3) Handle other affairs entrusted or mandated by the Secretary-General.

3. Staff members of the Secretariat

Efficiency, capability and loyalty shall be the top priority of conditions for the employment and service of staff members of the Secretariat.

4. Termination of the duties of Secretary-General and Deputy Secretaries-General

The duties of Secretary-General and Deputy Secretaries-General shall be terminated under the following circumstances:

(1) A written resignation is submitted to and approved by the Chairman of the Council;

(2) The person who commits a serious dereliction of duty or cannot perform his/her functions shall be removed from his/her position by the Chairman of the Council.

Chapter 5: Funds

Article 16: Source of Funds

The Committee’s funds come from:

1. Funding support provided by WTCF;

2. Membership fees (to be charged when appropriate according to the development of the Committee) and donations;

3. Funding provided by the governments or organizations of relevant countries;

4. Other legal income.

Article 17: Use of Funds

All the funds of the Committee shall be used for achieving the purposes of the Committee and within the scope prescribed by the Statute and other detailed rules of the Committee.

Article 18:

The Committee shall establish a stringent financial management system, voluntarily accept the supervision and examination of WTCF and the General Assembly, and ensure that all sources of funds are legal, true, accurate and intact

Article 19:

The Committee shall be staffed with professional accounting personnel. The accountants shall not concurrently hold the position of tellers. The accounting staff must conduct financial accounting and exercise accounting control. When moved to other positions or leaving office, the accounting staff must complete the handover procedures with his/her successor.

Article 20:

The asset management of the Committee shall strictly abide by the financial management regulations of the state, and accept the supervision of the General Assembly and the financial authorities. Funds coming from government budget or public donations and support must accept the supervision of auditing authorities, and the relevant circumstances shall be made public through appropriate means.

Article 21:

The asset of the Committee shall not be occupied, secretly divided or misappropriated by any organization or individual;

Article 22:

The salaries, insurance and entitlements of the full-time staff members of the Committee shall refer to the relevant regulations of the place where the Committee is based.

Chapter 6: Statute Amendment

Article 23: Statute Amendment

1. Statute amendments shall be considered by the Council and then submitted to the General Assembly for discussion.

2. Amendments adopted by the General Assembly shall be submitted to WTCF for approval.

3. Statute amendments shall come into effect upon the signature of the Chairman of the Council within 15 (fifteen) days after being approved by WTCF.

Chapter 7: Dissolution

Article 24:

The Committee shall be dissolved under the following circumstances:

1. WTCF is dissolved or WTCF adopts a proposal to dissolve the Committee;

2. A proposal to dissolve the Committee is adopted through the deliberation of the Council and discussion of the General Assembly

.

Chapter 8: Auxiliary Provisions

Article 25:

The Committee’s working languages are Chinese and English. In case of any divergence in interpretation, the Chinese text shall prevail.

Article 26:

After being adopted by voting at the General Assembly and approved by WTCF, this Statute shall come into force on the date of signature by the Chairman of the Council.

Article 27:

The Council of the Committee shall be responsible for interpreting this Statute.