Global Energy Interconnection Development and Cooperation Organization
Building Global Energy Interconnection
for Green and Low-carbon Development
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Chapter I General Provisions

 

Article 1 The name of the organization is ȫԴչ֯ in Chinese and Global Energy Interconnection Development and Cooperation Organization ("GEIDCO") in English.

Article 2 GEIDCO is a non-governmental, non-profit international organization among willing firms, associations, institutions and individuals who are dedicated to promoting the sustainable development of energy worldwide. It is an "association legal person" (ŷ) incorporated in accordance with the laws of the People's Republic of China.

Article 3 GEIDCO complies with the constitution, laws, regulations and state policies of the country of its incorporation and respects social customs and ethics.

Article 4 The purpose of GEIDCO is to promote the establishment of a global energy interconnection ("GEI") system, to meet the global demand for electricity in a clean and green way, to implement the United Nations' "Sustainable Energy for All" and climate change initiatives, and to serve the sustainable development of humanity.

Article 5 The Registration Authority for GEIDCO is the Ministry of Civil Affairs of the People's Republic of China. The Business Regulation Authority for GEIDCO is National Development and Reform Commission of the People's Republic of China. GEIDCO is subject to the supervision and guidance of the Registration Authority and the Business Regulation Authority.

Article 6 The permanent office of GEIDCO is domiciled in Beijing, China.

Article 7 The Initiating Member of GEIDCO is State Grid Corporation of China.

Chapter II   Scope of Business

Article 8 The scope of business of GEIDCO is as follows:
(1) to promote the concept of GEI, to bring together resources from all walks of life, to achieve a broadly-based consensus;
(2) to formulate GEI development strategies and plans, and to promote the implementation of such strategies;
(3) to organize concerted and collaborative efforts in researches and innovations, to procure the integration and sharing of all types of resources, and to utilize competitive strengths of all participants;
(4) to promote the creation of a GEI technical standards framework, and to organize the institution of relevant technical standards;
(5) to organize researches and studies on significant GEI-related issues, and to provide relevant advisory services; 
(6) to organize international communications and cooperation, and to build up a platform for the communication and cooperation between its members.

Chapter III   Members

Article 9 GEIDCO membership consists of two categories: group members including (but not limited to) firms, associations, research and education institutions and relevant organizations in the areas of energy, electricity, science and technology, equipment, information and finance, and individual members including renowned experts and entrepreneurs.

Article 10 To become a GEIDCO member, the candidate must: 
(1) have certain influence in its area of expertise;
(2) commit to honour and comply with these Articles of Association;
(3) be willing to participate in the activities of GEIDCO.

Article 11 Procedures for the admission of a member to GEIDCO shall be as follows:
(1) Submission of a written application;
(2) Discussion and approval by the Council.

Article 12 The members shall have the following rights:
(1) the right to elect, to be elected and to vote;
(2) the right to participate in the activities of GEIDCO and to have preferential access to opportunities of business cooperation with other members;
(3) the right to have preferential access to the services rendered by GEIDCO; 
(4) the right to comment on and supervise the work of GEIDCO; 
(5) any other rights granted by the Council;
(6) the right to renounce the GEIDCO membership.

Article 13 The members shall perform the following obligations:
(1) to comply with these Articles of Association and relevant rules and bylaws and to implement the resolutions of GEIDCO;
(2) to support the work of GEIDCO and to defend the legitimate rights and interests and the reputation of GEIDCO; 
(3) to pay membership fees in accordance with the rules of GEIDCO, which is the members' only financial obligation towards GEIDCO.

Article 14 The membership of a GEIDCO member shall terminate upon the decision of the Council if the member: 
(1) submits a written notice to renounce the GEIDCO membership;
(2) fails to pay its membership fees for two consecutive years without justification;
(3) acts in violation of any provisions of these Articles of Association.

Chapter IV   Organization and Officers

 

Article 15 GEIDCO has a General Meeting of Members (the "General Meeting"), a Council, an Advisory Board, and various internal organs, branch offices and professional committees. GEIDCO has one Chairman, one or more Vice Chairman, one Secretary-General and one or more Deputy Secretary-General.

Article 16 The General Meeting is the highest authority of GEIDCO and shall have the following duties and powers:
(1) to institute and amend these Articles of Association;
(2) to vote on the proposals regarding the appointment or dismissal of the Chairman or the Vice Chairman;
(3) to elect and dismiss the members of the Council;
(4) to review the work reports and the financial reports of the Council; 
(5) to approve the rates of membership fees; 
(6) to determine the merger, division and termination of GEIDCO; 
(7) to determine other significant matters.

Article 17 The quorum of the General Meeting shall be two thirds of all the members. Resolutions of the General Meeting may only be passed by the affirmative votes of half or more of the members present.

Article 18 The General Meeting shall be convened once every five years. The approval of the Council is required if any General Meeting is to be moved forward or postponed in exceptional circumstances. General Meetings may be postponed for no more than a year. The Council has the right to convene ad hoc General Meetings as the Council considers appropriate.

Article 19 The Council is the executive body of the General Meeting. It is responsible for day-to-day operation of GEIDCO when the General Meeting is not in session and shall be accountable to the General Meeting.

Article 20 The Council shall have the following duties and powers:
(1) to report to and implement the resolutions of the General Meeting;
(2) to nominate candidates for the Chairman and the Vice Chairman and submit the same to the General Meeting for voting (the first Chairman and Vice Chairman shall be nominated by the Initiating Member in place of the Council);
(3) to propose the dismissal of the Chairman or the Vice Chairman to the General Meeting;
(4) to engage the director and members of the Advisory Board; 
(5) to decide on the establishment, alteration and wind up of the internal organs, branch offices and professional committees of GEIDCO; 
(6) to appoint the Secretary-General, the Deputy Secretary-General and the persons in charge of the internal organs, branch offices and professional committees, in each case based on the nominations by the Chairman; 
(7) to prepare for and to convene the General Meeting; 
(8) to review the annual financial reports of GEIDCO;
(9) to determine the admission of new members and the termination of memberships; 
(10) to lead the work of relevant bodies inside GEIDCO; 
(11) to institute and amend the internal rules of procedure of GEIDCO; 
(12) to propose the rates of membership fees; 
(13) to determine significant matters of GEIDCO;
(14) to deal with other matters authorised by the General Meeting.

Article 21 Each session of the Council shall serve for a term of five years, and thereafter may serve on an extension period of no more than one year in exceptional circumstances.

Article 22 The Council shall meet at least once a year. The quorum of the meetings of the Council shall be two thirds of all the members of the Council. Resolutions of the meetings of the Council may only be passed by the affirmative votes of half or more of the Council members present.

Article 23 The Advisory Board consists of politicians, experts and scholars that have material influence in the international energy sector. The Advisory Board is engaged by the Council to provide advisory services for the Council in connection with significant issues relating to the development of GEI and GEIDCO.

Article 24 The Chairman and the Vice Chairman must satisfy the following conditions: 
(1) having extensive influence and appeal in the international energy sector;
(2) being capable of playing a leading role in the GEI business;
(3) being healthy and competent to exert leadership in GEIDCO.

Article 25 The Chairman, Vice Chairman and Secretary-General shall not be older than 70 years of age. For Chairman, Vice Chairman or Secretary-General to serve the relevant office beyond the age limit, the matter shall be subject to approvals of the Council, the Business Regulation Authority and the Registration Authority.

Article 26 The Chairman shall have the following duties and powers: 
(1) to convene and chair the General Meetings and the meetings of the Council, and to lead the operations of GEIDCO; 
(2) to supervise the implementation of the resolutions of the General Meeting and the Council; 
(3) to recommend candidates for the Vice Chairman to the Council, and to nominate the Secretary-General, the Deputy Secretary-General and the persons in charge of the internal organs, branch offices and professional committees to the Council; 
(4) to exercise such other powers and duties authorised by the Council.

Article 27 The Vice Chairman shall assist the Chairman in exercising his/her powers and duties, and shall be the acting Chairman during the Chairman's absence.

Article 28 The Chairman, Vice Chairman and Secretary-General shall serve for a term of five years. The Chairman, Vice Chairman and Secretary-General may not serve for more than two consecutive terms. In exceptional circumstances, any extension beyond the aforementioned limits shall be subject to approvals of the General Meeting with affirmative votes of at least two third of the members present, the Business Regulation Authority and the Registration Authority.

Article 29 The Legal Representative of GEIDCO is the person-in-charge that exercises the duties and powers on behalf of GEIDCO in accordance with applicable laws and these Articles of Association and executes relevant legal documentations on behalf of GEIDCO. The Legal Representative shall be nominated by the Initiating Member and is subject to the approval of the Registration Authority and the Business Regulation Authority.

Article 30 The Legal Representative must satisfy the following conditions:
(1) being a Chinese national and domiciled in China;
(2) complying with the constitution, laws, regulations and state policies of the People's Republic of China;
(3) having extensive influence and appeal in the international energy sector; 
(4) actively promoting the development of GEI;
(5) healthy and competent to exert leadership in GEIDCO.

Article 31 The office of the Legal Representative shall be served by the Chairman.

Article 32 The Secretary-General shall have the following duties and powers:
(1) to organize the implementation of the resolutions of the General Meeting and the Council;
(2) to assist the Chairman with the day-to-day work of GEIDCO;
(3) to complete other tasks assigned by the Chairman.

Article 33 The Deputy Secretary-General shall assist the Secretary-General in exercising his/her powers and duties and shall be the acting Secretary-General during the Secretary-General's absence.

 

Chapter V   Asset Management and Utilization

 

Article 34 The sources of funds of GEIDCO shall be:
(1) membership fees;
(2) donations;
(3) revenue from activities or services within the approved business scope;
(4) government grants;
(5) interest income; and
(6) other legitimate revenue.

Article 35 Membership fees of GEIDCO will be charged in compliance with the relevant rules of the country of incorporation and with reference to relevant international practice.

Article 36 The funds of GEIDCO can only be used for the development of its business prescribed in these Articles of Association, and shall not be distributed among its members.

Article 37 GEIDCO shall establish strict financial management system to assure the legitimacy, authenticity, accuracy and completeness of the accounting records. Asset management shall be conducted in line with the applicable laws and policies of the country of incorporation, and shall be subject to the supervision of the General Meeting.

Article 38 Prior to the expiry of term of the Council or change of Legal Representative, the finance affairs of GEIDCO shall be audited as organized by Registration Authority and the Business Regulation Authority

Article 39 No organization or individual shall encroach, distribute or misappropriate any asset of GEIDCO.

Article 40 The salaries, insurances and benefits for fulltime employee of GEIDCO shall be determined with reference to relevant international practices and in compliance with applicable regulations of the country of incorporation.

 

Chapter VI   Rules of Procedure

Article 41 Details on the operation of GEIDCO shall be provided in the rules of procedure.

 

Chapter VII   Working Language

Article 42 The working language of GEIDCO shall be Chinese and English.

Chapter VIII   Amendments to the Articles of Association

Article 43 Any amendments to these Articles of Association shall be proposed by the Council and approved by the General Meeting, and shall be effective upon approval of the Registration Authority.

Chapter IX   Termination

Article 44 In the events that (i) the purposes of GEIDCO is fulfilled, (ii) GEIDCO is automatically dissolved, or (iii) GEIDCO is to be de-registered due to a division or merger, the Council shall propose a motion to terminate GEIDCO.

Article 45 The motion for termination shall be approved by the General Meeting and then submitted to the Business Regulation Authority for review and approval.

Article 46 Prior to the termination of GEIDCO, a liquidation committee shall be formed under the guidance of the Business Regulation Authority and other relevant authorities, to settle any outstanding credits and debts in compliance with applicable laws, and to deal with other matters arising from the termination. During the liquidation period, no activities other than those related to the liquidation shall be carried out.

Article 47 GEIDCO shall be terminated forthwith upon the de-registration with the Registration Authority.

Article 48 Any remaining assets after liquidation of GEIDCO shall, under the supervision of the Business Regulation Authority and Registration Authority, be used for causes related to the purpose of GEIDCO, in compliance with applicable regulations of the country of incorporation.

Chapter X   Legal Provisions

Article 49 For any matters not provided in these Articles of Association, the laws of the country of incorporation shall apply.

Chapter XI   Supplementary Provisions

Article 50 These Articles of Association are approved by the General Meeting on XX XX 2016.

Article 51 The power to interpret these Articles of Association is vested in the Council.

Article 52 These Articles of Association shall be effective on the date of approval by the Registration Authority.