Statutes and fee schedule
Please find hereunder the Statues of the Chinese European Legal Association (CELA) as well as the fee schedule.
31 October 2011
A. The technical revolution of the past decades, the evolution of the internet, the decrease of costs of travel and communication have brought about the phenomenon of "globalisation". This includes a substantial increase of
- trade between China and traders from all over the world including Europe,
- international investments in China and
- Chinese investments in the world.
B. Where trade takes place, disputes may arise. Such disputes can be settled smoothly if the people talk to each other, know about each other and learn about each other.
C. Around the globe, in China as well as in Europe, merchants and investors are usually guided by commercial principles which commit them to commercial loyalty. In this respect, the actions of people in China, Europe and the world have similar roots. Confucius, the Chinese philosopher (551-479 b.c.) taught: "What one does not wish for oneself, one ought not to do to anyone else; what one recognizes as desirable for oneself, one ought to be willing to grant to others." Immanuel Kant, a German philosopher (1724-1804), taught a similar principle of life: "Behave in such a way that the ground for your decisions could serve as a basis for all decisions (of reasonable men in similar circumstances)."
D. Hamburg has a longstanding tradition in international trade, as well as in trade with China. Hamburg is the sister-city of Shanghai. More than 400 Chinese companies are active in Hamburg. Hamburg has also a long tradition as a place of international arbitration. Over 20 years ago, in 1987, Chinese and German lawyers have created the Beijing-Hamburg Conciliation Centre which is now operated by the Chamber of Commerce in Hamburg. 6It has cooperated with the Beijing Conciliation Centre of the China Council for the Promotion of International Trade (CCPIT) in Beijing.
E. The Hamburg Bar Organisation has concentrated on legal exchange with China for a number of years. It has hosted numerous delegations of Chinese lawyers in Hamburg and has sent delegations to China, for example, to Beijing, Shanghai and Tianjin.
F. To meet the needs of merchants in a modern globalised world, the Hamburg Bar Organisation, together with the Hamburg Chamber of Commerce, and with support from the Tönissteiner Circle and approximately 470 supporters from 47 nations, has undertaken to create a Chinese European Arbitration Centre (CEAC).
The CEAC is organised in a truly international way integrating Chinese, European and international arbitration competence.
CEAC gives Chinese, European and international merchants and lawyers a tool to structure their business relations in a coherent environment which, when it comes to arbitration, secures the contracting parties equal rights. For this purpose, it is intended that the CEAC will provide equal rights in its bodies for the European region, the Greater China region, and the internationals (beyond China and Europe). It is envisioned in particular that the "Appointing Authority" of the Arbitration Centre is always internationally occupied and that it is not dominated by any legal tradition.
The CEAC is "tailor-made" to the needs of business between Greater China and Europe and the world (beyond China and Europe). 7It takes into consideration the joint roots of Chinese and European continental legal traditions, which are represented, for example, in
- the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards;
- the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG);
- the UNIDROIT Principles of International Commercial Contracts;
- the UNCITRAL Arbitration Rules; as well as
- the UNCITRAL Model Law on International Commercial Arbitration (which is the basis of the Chapter on Arbitration in the German Civil Procedure Law).
G. The Chinese-European Arbitration Centre complements the existing Hamburg Beijing Conciliation Centre.
H. Moreover, in the spirit of communication, cooperation and the need to learn from each other, the creation of the Chinese European Arbitration Centre shall be accompanied by efforts to educate young lawyers in cross-cultural and comparative law including in particular the areas of negotiation, dispute avoidance and dispute settlement by conciliation/mediation and arbitration.
I. The members of the association recognize the importance of international cooperation in the area of international dispute avoidance and resolution. Therefore it is envisioned that the Chinese-European Arbitration Centre cooperates with other mediation and arbitration centres. In particular, the Chinese European Legal Association e.V. is willing to open itself to the world.
Article 1: Name and Registered Office
1. The name of the association shall be
CHINESE EUROPEAN LEGAL ASSOCIATION e.V.,
- in the following called "association".
2. The association shall have its registered office in Hamburg, Germany.
3. The association shall be registered with the association register of the district court of Hamburg.
Article 2: Object of the Association
1. The object of the association is the support and promotion of:
a. science and research
c. international understanding.
The association's statutory objects shall be achieved by:
- Legal comparative activities and analysis of international and different national rules of law (particularly in the area of comparative law, uniform law and international procedural law, including dispute avoidance, mediation and arbitration), the advancement, development and harmonisation of these legal rules and generation of transparency. The results and conclusions shall be published in the public interest (as widely as possible, worldwide and at the internet);
- Basic and advanced training of lawyers and the interested public, in particular by symposia, training courses and any kind of events providing basic and advanced training in addition to the granting of stipends and awards;
- Organisation and execution of events serving the exchange and the understanding among the trading nations of this world, in particular between China and Europe.
The criteria for the granting of stipends and awards shall be determined in guidelines, which require the prior consent of the competent tax authorities. 4The same applies any to changes of these guidelines.
2. The association solely and directly pursues non-profit objectives in accordance with the section "tax-privileged purposes" ("steuerbegünstigte Zwecke") of the German Abgabenordnung (German General Fiscal Act). The association is non-profit oriented; it does not pursue primarily its own commercial aims. The means of the association may be used only for purposes in conformity with the statutory objects. Members shall not receive any stipends out of the funds of the association. No person may benefit from expenditures which are not compatible with the objects of the association or receive disproportionately high remunerations.
Article 3: Membership
1. Any natural or legal person, who is willing and undertakes to promote the objectives of the association as set forth in Article 2 to the best of his, her or its abilities, may become a member of the association.
2. An application to become a member is to be directed to the Board of Directors ("Vorstand"). Membership applications can be made either in writing, by way of telefax or by sending a pdf-document attached to an email. The Board of Directors decides on the application.
3. By resolution of the General Assembly, institutional members of the association can receive the right to propose a member of the "Appointing Authority" of the Chinese European Arbitration Centre (CEAC) to be established by the association ("Special Appointing Rights").
4. A person who has promoted the objectives of the association in an outstanding manner may be appointed an Honorary Member. The decision shall be made by resolution of the General Assembly. A former member of the Board of Directors may be appointed Honorary Member of the Board of Directors.
5. Any member who joined the association before the establishment and the inauguration of the Chinese European Arbitration Centre in Hamburg on 18 September 2008 is called founding member irrespective of the fact whether the member took part in the formal founding meeting for the foundation of the association.
 It is intended that some potential members or supporters of the Chinese European Legal Association e.V. from which a participation in the furtherance of the aims of the association is of special importance may receive special rights. The Board of Directors has the right to negotiate such agreements with such institutions.
Article 4: Loss of Membership
1. Membership is terminated:
(a) by death,
(b) by voluntary withdrawal,
(c) by loss of legal capacity,
(d) as well as upon majority decision of both the Board of Directors and the Advisory Board by striking from the List of Members.
2. Voluntary withdrawal must be notified to the Board of Directors by registered mail at least three months prior to the end of the business year.
3. A member can only be struck from the List of Members upon majority decision of both the Board of Directors and the Advisory Board, if the member
(a) does not comply with his, her or its financial obligations towards the association within six months after the due date,
(b) has become permanently insolvent,
(c) has lost the capacity to accept public office,
(d) has violated the objectives of the association, has damaged its reputation or has shown himself, herself or itself to be unworthy of membership of the association by any other means.
Article 5: Contributions and Financial Year
1. The association is financed by:
(a) Admission fees and annual membership fees,
(b) administrative fees,
(d) fees and revenues derived from seminars or other activities within the scope of the object of the association as defined in Article 2.
2. The annual membership fees and the amount of the admission fees are set out in a special Fee Schedule. The first Fee Schedule which is attached as Annex to these Statutes was confirmed by the Foundation Meeting together with these Statutes. Adjustments are to be made by the Advisory Board upon a proposal by the Board of Directors, with effect as of the beginning of the year after the next. Payment of membership fees is due on February 15 of each calendar year; in case of late payment an administrative fee in an amount to be fixed by the Advisory Board is due. Grants to the association are given on a voluntary basis or for a specific period of time.
3. The Advisory Board is empowered to reduce the rate of the admission fees and of the annual membership fees upon request of an applicant for membership, an individual member or a non-profit organisation or a legal entity; the Advisory Board may delegate this decision to the Board of Directors provided that it supervises the Board of Directors. The General Assembly authorizes the Board of Directors to conclude special agreements with organisations whose involvement, by the nature, activity or purpose of such organisation, is likely to assist the association in reaching and promoting its purpose.
4. The financial year of the association corresponds to the calendar year.
Article 6: Organs of the Association
The organs of the association are:
(a) General Assembly,
(b) Board of Directors,
(c) Advisory Board.
Article 7: Board of Directors
1. The Board of Directors consists of a Chairman (President), two Deputy Chairmen (Vice Presidents) and up to three additional members. In case only three members of the Board of Directors have been elected, one of the Deputy Chairmen is the Treasurer and the other Deputy Chairman is the Secretary. The Board of Directors may be supported by further persons for the fulfilment of its duties ("extended Board of Directors").
2. The Chairman of the Board of Directors and both Deputy Chairmen and the up to three additional members of the Board form the Board of Directors within the meaning of Section 26 BGB (German Civil Code).
3. The association is represented judicially and extra-judicially by either the Chairman or by two members of the Board of Directors acting together. The members of the Board of Directors are exempted from the restrictions of Section 181 BGB (German Civil Code).
4. The members of the Board of Directors are elected by the General Assembly for a period of four years. The elected Board of Directors remains in office until a new Board of Directors has been elected.
5. The Board of Directors elects the Chairman, his Deputies, the Treasurer and the Secretary from among its members. In case the Board of Directors consists only of three members, the Treasurer shall be the same person as the first Deputy Chairman and the Secretary shall be the same person as the second Deputy Chairman.
6. If a member of the Board of Directors leaves office before his tenure is at an end, the next ordinary General Assembly shall elect a substitute member for the remaining tenure.
Article 8: Rights and Duties of the Board of Directors
1. The Board of Directors is competent for all matters of the association to the extent that such matters have not been assigned to another organ of the association by the statutes. In particular, the Board of Directors has the following duties:
(a) to prepare and convene of the General Assembly, as well as to set the agenda;
(b) to implement resolutions of the General Assembly;
(c) to decide on the presentation of the budget and the annual financial report;
(d) to decide on applications for membership as well as on the striking of members from the List of Members.
2. In matters of particular importance, the Board of Directors gives the Advisory Board an opportunity to comment.
3. The Board of Directors is authorized to make any changes to these statutes which are necessary to register the association with the registry of associations not including changes in the purpose of the association.
Article 9: Advisory Board
1. The Advisory Board consists of a Chairman, two Deputy Chairmen and up to twelve additional members. The composition of the Advisory Board should reflect in a balanced fashion the professions, organizations and industries which have a particular interest in the aims and objectives of the association.
2. Members of the Advisory Board are elected by the General Assembly upon proposal of the Board of Directors for a period of four years. The elected Advisory Board remains in office until a new Advisory Board has been elected.
3. Deviating from the provision in para 2 all members of the first Advisory Board are elected until the first General Assembly held after 18 September 2012 in which a new Advisory Board will be elected. This General Assembly should take place shortly after 18 September 2012. The Board of Directors is authorized to nominate members of the first Advisory Board; these members have to be confirmed by votes in the first General Assembly following the nomination. In case the confirmation fails, the mandate of such members ceases. Members of the Advisory Board who have not yet been confirmed by the General Assembly shall not participate in the votes on amendments to the Statutes according to Article 10, para 4.
Article 10: Rights and Duties of the Advisory Board
1. The Advisory Board advises the Board of Directors in all matters of special importance. It can make proposals for consideration by the Board of Directors or the General Assembly.
2. The Advisory Board determines the schedule of membership dues. The budget is subject to the approval of the Advisory Board.
3. The Advisory Board is entitled to request the Board of Directors to convene an extraordinary General Assembly if the state of financial affairs of the association so warrants. If the Board of Directors does not convene a General Assembly within four months after receiving such written request, the Advisory Board itself may convene an extraordinary General Assembly through its Chairman.
4. The Advisory Board is the competent organ for any change in the Statutes after registration of the Association in the Association Registry. Section 33 paragraph 1 BGB (German Civil Law Code) does not apply. Changes in the Statutes by resolution of the Advisory Board require a majority of two thirds of the members of the Advisory Board.
5. The Advisory Board should convene once per year or as necessary. A meeting is to be called if five members of the Advisory Board so demand.
6. The Advisory Board can adopt own rules of procedure. Votes by telefax or the transmission of signed documents attached to emails as PDF-attachments are admissible.
Article 11: General Assembly
1. The General Assembly
(a) elects the Board of Directors and the Advisory Board,
(b) appoints two individual auditors or one accounting firm to audit the annual financial report,
(c) gives formal approval ("Entlastung") to the actions of the Board of Directors,
(d) approves the budget and the annual financial report,
(e) can grant "Special Appointing Rights" according to § 3 sub. 3,
(f) can exercise the right to decide on amendments to the Statutes - notwithstanding the competence of the Advisory Board according to Art. 10 para. 4. Such decision of the General Assembly shall supersede any prior respective decision of the Advisory Board.
2. The General Assembly shall be convened once during each financial year. It is chaired by the Chairman of the Board of Directors or one of his deputies.
3. Extraordinary General Assemblies are to be convened whenever it is in the interests of the association to do so, or if so required by the Board of Directors, or by written request of at least 10 per cent of the members or upon request of the Advisory Board (Article 10 para 3).
4. The Board of Directors sets the agenda of the General Assembly and issues a separate written invitation to members informing them of the agenda. The invitation shall be sent at least four weeks prior to the meeting.
5. Resolutions are passed by a majority vote of members attending. In the event of a tie vote, the Chairman of the General Assembly has the casting vote.
6. Resolutions passed by the General Assembly are to be recorded in minutes signed by the Chairman of the Board of Directors and the Secretary and to be made available (including electronic form) to the members.
Article 12: Organisation of the General Assembly
1. The Annual Meeting and extraordinary meetings of the General Assembly shall be held, by choice of the Board of Directors, in Hamburg (Germany) or anywhere in the world, at the occasion of an annual meeting of the International Bar Association (IBA), a meeting organised by the Arbitration Committee of the IBA, or an Annual Meeting or a meeting organised by the Interpacific Bar Association provided that the invitation is sent out at least 4 (four) weeks prior to such meeting.
2. In general, only members subject to membership fees are entitled to exercise voting rights in the General Assembly. Every member is entitled to one vote. Corporate members are entitled to additional votes based on the membership fee paid in the respective year of the Annual Meeting and received at least ten days prior to the Annual Meeting. Each 200 Euro of membership fees paid grant one additional vote. Institutional founding members shall have the same voting rights as corporate members paying the highest amount of membership fees. The Board of Directors is entitled to grant voting rights to other institutional members which do not pay a membership fee. Members not subject to membership fees shall not have any voting rights, however, have a right to be heard. Members entitled to vote can vote by proxy given to another member of the association. For the proof of the proxy it is sufficient that it is plausible to the Board of Directors.
3. The General Assembly can vote on all issues circulated by email at least two weeks prior to the date of the General Assembly.
4. Decisions of the General Assembly may be made by email exchange ("Email Voting") at the occasion of personal votes of members attending the meeting of members according to Art. 11a paragraph 1. Such decision making is valid if
(i) the Chairman or its Deputy (e.g. the Secretary) sends an email to all members to the email address duly communicated by the member
(ii) the receipt of such emails is doubtful in view of technical indications such as "information by the filemaster of failure in delivery" in a maximum of 20 per cent of the mails,
(iii) in such cases as described in (ii) an effort is made and documented to send the email to a telefax address, if such address has been communicated by the member,
(iv) the vote can clearly be traced back to a member as it was received from the email address duly communicated by the member and subsequently used by the CEAC,
(v) the members have a response time of ten (10) days, and
(vi) more than 50 per cent of the votes favour a certain decision;
(vii) In this context, a consent documented otherwise in writing (e.g. by signature to a document containing the proposal on which a vote is being cast) or by telefax shall be counted as a valid email and vote.
5. In order to ensure that a maximum of members can take part in the decision making process, the rules for the General Assembly or an extraordinary meeting change once the association has more than 100 members. As of that size of the association, the questions to be voted on shall all be addressed not only at the General Assembly but also by Email Voting. The Board of Directors has the choice to cast an email voting prior to the General Assembly or an extraordinary meeting and/or after such General Assembly or extraordinary meeting accordingly ("Supplementary Email Vote"). In case of such Supplementary Email Vote the vote of the members present at the General Assembly or an extraordinary meeting shall be counted (deviation from the procedure in subpara (4) (vi)). The result of the counting, both at the General Assembly or an extraordinary meeting and of the "combined counting" of the Email Voting and the General Assembly or an extraordinary meeting shall be duly documented in a protocol to be signed by the Secretary and the Chairman.
6. With these rules, the international community which joins the association is going new paths. By adhering to the association all members grant power to the Advisory Board to deliver a binding interpretation and, if necessary, supplementation to all of the above rules in (1) through (5) if the Board of Directors has difficulties in implementing them.
Article 13: Dissolution of the Association
1. Dissolution of the association shall be subject to applicable statutory provisions.
2. In case of dissolution or cancellation of the association or if the tax-privileged purposes of the association cease to apply, the assets of the association shall be transferred to a public corporation or to any other tax-privileged corporation for utilization in furthering international legal research. The decision shall be made by the Board of Directors or by the liquidator.
3. The granting of assets or any part of assets to members of the association shall not be permitted.
Article 14: Binding Character of the German Version of the Statutes
Due to special requirements of German law, the German version of these Statutes shall prevail over the English version in case of any divergence between the two versions.
The membership is free of charge.