Report on the Revision of the Memorandum and Articles of the Association of Traditional Chinese Medicine Dr. Kaicun Zhao 24.11.2013

Brief of the Memorandum and the Articles Memorandum of Association of ATCM 8 clauses; Name, Registry, Objectives of the Association etc. Articles of Association of ATCM 66 clauses; Membership, Terms of Offices, Organisation Structure, Powers of the Council, Audit etc.

Why revision now? The new name of the association has been approved on 2011 AGM Some clauses in the current M & A are not clear, eg. terms of office for council members Attempted on the 2011 AGM, but it did not go through Motion on the council election rules proposed on 2012 AGM.

Name of the Association The Association’s name is changed to the new name as The Association of Traditional Chinese Medicine and Acupuncture UK. ATCM will remain as the short name of the Association. Note: The new name of the association was approved by the 2010 AGM. Due to hosting the World Congress of Chinese Medicine, the new name of the association was officially announced on the 2011 AGM.

Revision of Memorandum of Articles – Clause 34 (a) Origin Text 原文 Changes 改动内容 Members of the Association who have been nominated by the council shall be eligible for election respectively at an Annual General Meeting of the Association to the offices of President and Vice-President, General Secretary, Treasurer and Members of the Council and shall be elected for a term of not less than two years but shall be eligible for re-election upon expiry of their terms of office. 被理事会正式提名的ATCM会员，有资格于ATCM年会上被选举并分别担任主席，副主席，秘书长，财务理事和其它理事会职务。选出理事的一届任期不少于两年，其任期届满后，有资格参与重选。 Ordinary Members of the Association who have been duly nominated in accordance with the provisions of article 36(b) shall be eligible for election at an Annual General Meeting of the Association to the offices of Members of the Council and the election is for a term of two years but shall be eligible for re-election upon expiry of their terms of office. 根据条款36（b）被正式提名的ATCM普通会员，有资格于ATCM年会上被选举担当ATCM理事会成员，任期两年，其任期届满后，有资格参与重选。

Notes – Article 34(a) 说明 This clause has been re-written and the election at AGM is clearly clarified. Main points include: 此条款已被重新编写，年会选举内容的修改澄清要点如下： As directly election of individual roles of the council at AGM is not practicable, it is proposed that at AGM only council members will be elected but the individual roles of council members will be determined on the 1st council meeting following AGM. 由于在年会上直选分别产生理事会各个职务的选举方法实际操作上不可行，所以建议在年会选举中只产生理事会成员，具体的职务将由新一届理事在选举大会后的第一次理事会上讨论决定。 The length of one office term for the council is fixed for two years. 一届理事的任期固定为两年

Revision of Memorandum of Articles – Clause 36 (b)v At every Annual General Meeting of the Association any Member of Council holding such appointment pursuant to the provisions specified in Article 36(a) and not having been elected at any of the previous two Annual General Meetings, shall retire but shall be eligible for re-election in accordance with these Articles. 在每次年会上，任何根据第36（a）条款规定被委任的理事会成员，如果在前两次年会上未曾参选， 并保持连任者，则应退任，但按照会章细则有资格再次参选下一届理事会理事。 This clause will be removed. 这一条款将被删除

Notes – Article 36(b)v 说明 As the office term of the election for the council members is fixed for two years, this clause is no longer needed. 由于理事会的一届任期将被固定为两年，所以这项条款不再需要。

Proceedings of the Council Management – Clause 39 The Council shall elect a Chairman who shall be entitled to preside at all meetings of the Council at which he shall be present, but if no such Chairman shall be elected or if at any meeting such Chairman shall not be present within five minutes after the time appointed for holding the meeting and willing to preside, the Member of the Council present shall choose one of their members to be Chairman of that meeting. The Council shall elect its Chairman each year at the first meeting of the Council following the Annual General Meeting of the Association or otherwise upon the death, resignation or incapacity of the Chairman. Subject thereto a Chairman so elected shall serve until the close of next following Annual General Meeting but shall be eligible for re-election. 理事会将选举产生一位主席，并有主席主持其出席的理事会，如果选举无法产生主席或指定的会议主持开始时间的5分钟内主席无法出席或不愿主持时，出席会议的理事会成员将商定一位理事会会议成员作为当次会议的主席。理事会将于每年年会后的第一次理事会中选举产生新主席，否则当出现现任主席死亡，辞职或不胜任的情况，理事会也将选举产生新一任主席。此外获委任主席的任期将至下一次年会结束为止，但有资格参选连任。 39 (a) The Council shall elect a Chairperson at the first meeting of the Council following the new council election at Annual General Meeting of the Association or otherwise upon the death, resignation or incapacity of the Chairperson. The Chairperson shall be the president of the Association. Subject thereto a Chairperson so elected shall serve a term of two years but shall be eligible for re-election for a maximum of two consecutive terms. 新一届理事会将于年会选举后的第一次理事会上将选举产生新一任主席。或当现任主席出现死亡，辞职或不胜任的情况，理事会也将重新选举产生一位主席。理事会主席同时也为学会的会长。每届主席的任期为两年，最多连任两届 (b) The Chairperson shall make proposals in consultation with the elected council members for assignment of different roles to Members of the Council, including a Vice-President and a general Secretary of the Association. 新任主席将与新一届理事会成员协商提出对理事会成员的职务分配方案，包括副主席和秘书长的提名。 (c) The Chairperson shall preside at all meetings of the Council at which he shall be present. If the Chairperson shall not be present, the vice president or the one agreed by members of the Council present shall preside at that meeting. 理事会会议将由主席主持。如果主席不能出席理事会，则由副主席或当时出席的理事商定的人员主持会议。

Notes – Article 39 说明 This clause has been re-written and sub-divided into 3 sub-clauses. The main changes to this clause include: 此条款已被重新编写，并被分为了3个子条款。主要的变动如下： The new clause further clarifies in principle how to elect a chairperson of the council who is also the president of the association. 新条款进一步说明了如何选举产生理事会主席，即学会会长的原则。 The new clause introduces a limit to the term of the association presidency. The presidency term is set for two years with a maximum of two consecutive terms. 新条款引入了学会主席（会长）的任期限制。主席的任期定为两年，并且最多连任两届 The new clause further clarifies the method for appointment of the different roles of the council members. 新条款进一步说明了理事会各项职务的委任分配方法

ATCM 理事会选举规程细则 ATCM理事会提案, 2013年8月 Procedures for the Council Election of the of Association of Traditional Chinese Medicine and Acupuncture UK Proposed by ATCM Council, August 2013 ATCM 理事会选举规程细则 ATCM理事会提案, 2013年8月

Council Election Procedures This document is a supplement to the Memorandum of the Association of Traditional Chinese Medicine and Acupuncture UK, presenting detailed procedures for the council election of the Association. 该文件是ATCM会章的补充材料，详细列出了理事会的选举细则和规程

Council Election Procedures All ordinary members of the Association of Traditional Chinese Medicine and Acupuncture UK (ATCM) are eligible to elect and to be elected at the council election. 所有ATCM的普通会员均享有选举理事会成员和被选举成为理事会成员的权利。 Any ordinary members with at least two years of ATCM membership who wish to stand for the council election should submit a self-nomination to the current council at least two month in advance of the Annual General Meeting (AGM) of ATCM. The self-nomination should be supported by at least two ordinary members. 任何会龄满两年并希望参加理事会竞选的普通会员应于ATCM年会举行的至少两个月前向现任理事会提交自我提名书。并需获得至少两位普通会员的支持。

Council Election Procedures In order to encourage new candidates to be elected to the council, two current council members will not be listed in the candidate list for new council election. 为鼓励新的候选人获选理事会成员，两位现任理事会成员将不被列入新一届理事会选举的候选人名单。 The determination of these two current council members will be on a voluntary basis. In case of no current council members are voluntarily stepping down, the two current council members will be randomly selected by lot or other method of the council’s choice. 将不被列入候选人名单的现任理事的产生方法将基于自愿的基础上。如果出现没有现任理事自愿退任的情况，这两个名额就将以随机抽签的方式或其它理事会选定的方式产生。

Council Election Procedures In case of no enough candidates standing for a marginal election, there will be no current council members to be removed from the candidate list for new council election. 如果没有足够数量的候选人参选新一届理事会，为保证差额选举的正常进行，则不会强制性地将现任理事从新一届候选人名单中去除。 The current council is responsible for the decision of a final candidates list for new council election and recommends it to all ATCM ordinary members for them to vote. The finalized candidates list should be distributed to all ATCM ordinary members at least 4 weeks in advance of the AGM of ATCM. 最终的新理事会候选人名单将由现任理事会决定产生，并推荐给所有普通会员进行投票选举。该名单应在ATCM年会选举至少4周前发给所有普通会员。

Council Election Procedures The current council is responsible for determination of the number of new council members according to the ATCM Memorandum and organization of the council election. The number of new council members must be decided prior to the vote at AGM. According to the number of votes obtained by candidates, the first 7 or 9 candidates who obtain the most of votes will be elected to form a new council. ATCM当任理事会将依据会章决定新一届理事会组成人数并负责组织理事会选举事宜，新理事会的人数必须在年会选举之前决定。根据候选人获得选票的数量，获票最多的前7或9名候选人将当选为新一届理事会成员。 Following AGM, the newly elected council should hold its first council meeting within a month. At the first council meeting, a chairperson should be elected on the basis of number of votes obtained by the newly elected council members. According to the Memorandum of ATCM, the chairperson is responsible to assign the roles of each council member. 新一届理事会应在选举产生后的一个月内举行第一次理事会议。在第一次理事会上，将选举产生理事会主席。 理事会主席的产生办法将基于新任理事所获选票的多少，获选最多者当选。按照会章的规定，理事会主席将在与各位理事协商的基础上对其他理事会成员的工作分工作出安排。