CHAPTER 1 GENERAL PROVISIONS
Article 1 The name of the Association is the International Hydrogen Fuel Cell Association (hereinafter referred to as the “Association”).
Article 2 The Association is an international non-governmental organization with the objective of promoting hydrogen fuel cell commercialization encompassing its entire industry chain. The Association will be formed voluntarily by enterprises, financial institutions, scientific and research institutions, government organizations, and social groups, etc. that are actively promoting hydrogen fuel cell industry development.
Article 3 The Association, functioning as bridge and linkage to integrate the resources across the entire hydrogen fuel cell industry chain, will create an international platform to promote global communication and collaboration encompassing a complete hydrogen fuel cell industry chain. The objective is to collectively manage various challenges facing the fuel cell industry during its commercialization, foster a market environment encouraging fuel cell scalable applications, and promote global fuel cell technology advancement and commercial deployment as well as Association members’ collaborative development. The tenets of the Association are collaboration, innovation, and reciprocal sharing.
Article 4 The Association has five types of memberships as below:
（2）Vice Chairman Institutions
（3）Standing Executive Board Member Institutions
（4）Executive Board Member Institutions
（5）Council Member Institutions
CHAPTER 2 GOALS AND TASKS
Article 5 The mid- and long-term goal of the Association is to accelerate hydrogen fuel cell commercialization, through adequately utilizing its valuable member resources and their collective knowledge. It will focus on development of hydrogen fuel cell and fuel cell vehicle (FCV) technology and demonstration and deployment of related products, along with exploration of effective mechanisms and models for hydrogen fuel cells in large scale commercialization. To support this, the Association will promote international collaboration to build an entire hydrogen fuel cell industry chain, value chain, and technology chain while cultivating fuel cell sustainable development systems.
Article 6 The Association’s main tasks include:
（1）Technology demonstration and commercialization
The Association will promote the demonstration and deployment of FCVs, hydrogen infrastructure, and hydrogen fuel cell products in selected regions and cities with necessary facilities. FCV business models will also be investigated in order to facilitate FCV commercialization. In addition, the Association will promote fuel cell demonstration applications in expanding areas to further improve fuel cell market share and scale, through multi-fields development.
（2）Codes, standards, and policy studies
The Association will promote platform construction of hydrogen fuel cell regulations, standards and testing, and actively participate in formulating and revising fuel cell regulations, codes, and international standards. The Association will conduct fuel cell policy studies to actively promote supportive regulations and policies for hydrogen fuel cell commercialization.
（3）Promote capital investment and financing
The Association will promote connection and integration between hydrogen fuel cell industries and financial capital from multiple sources, and establish a platform for project capital investment and financing, with the objective of actively guiding and enhancing capital investment to accelerate hydrogen fuel cell technology commercialization.
（4）Establish unified communication and collaboration platform
The Association will develop preeminent activities within the hydrogen fuel cell industry such as an annual International Hydrogen Fuel Cell Vehicle Conference, and carry out various business and technological communication through international forums, technical seminars, technical exchanges, technical studies, and product displays to strengthen global communication and collaboration. The Association will release technical and business news, and establish a platform to connect and integrate the entire hydrogen fuel cell industry.
（5）Conduct public education and promote public awareness
The Association will carry out a range of activities to popularize hydrogen fuel cell science and technology and promote its public awareness, through various informational communication platforms and public media. The Association will organize a range of training programs in talent, technology, safety, etc. to enhance the capabilities of its stakeholders.
（6）Actively conduct consulting services
The Association will trace the development trends of the entire hydrogen fuel cell industry and share latest industry news. The objective is to provide advice and services for governments to develop and formulate hydrogen fuel cell development policies, incentive systems, and future plans, to render technical support and consulting for hydrogen fuel cell investment, and to conduct in-depth hydrogen industry studies for enterprises.
CHAPTER 3 ORGANIZATIONAL STRUCTURE AND POSITIONS
Article 7 The Association shall set up the General Assembly of Council Members, the Executive Board, the Standing Executive Board, the Secretariat, and the Technical Committee, as shown in the following organizational structure:
Article 8 The Council is the top decision-making body of the Association and responsible for the Association’s major issues. The attendees of the General Assembly of Council Members shall be representatives from the Association’s member enterprises or organizations. The Council shall convene once every five years, and it shall be convened only when quorum can be established. Quorum is established when more than two-thirds of members are in attendance. A resolution is deemed valid when it is approved by more than one-half of attendees through a vote.
The General Assembly meeting shall:
（1）Formulate and amend the Association’s constitution;
（2）Decide the Association’s objectives and tasks;
（3）Review and approve the work reports by the Executive Board;
（4）Elect and remove the Executive Board members, and elect the Executive Board;
（5）Review and approve the Association’s membership fee structures; and
（6）Decide other important issues.
Article 9 The Executive Board is the executive body of the Association’s General Assembly. In the interim period between General Assembly meetings, the Executive Board will carry out its daily work and be responsible to the Council. An Executive Board meeting shall be held once a year, and in special circumstances it could be conducted through telecommunication. The duties of the Executive Board shall include:
（1）Implementing the Council’s resolutions;
（2）Electing and removing the Chairman, Vice Chairman, Secretary General, and Standing Members of the Executive Board. The Chairman shall be elected every three years. During the election, the office of the Chairman shall be geographically rotated among the continental groups of Asia, the Americas, and Europe in an established pattern;
（3）Electing and removing the Chairman and Vice Chairman of the Technical Committee;
（4）Deciding to add or remove Standing Members of the Executive Board;
（5）Deciding to accept or remove members;
（6）Reporting work status and financial status to the General Assembly of Council Members;
（7）Preparing for the next meeting of General Assembly of Council Members; and
（8）Deciding other important issues.
Article 10 The Association has a Standing Executive Board. The Standing Executive Board meeting is convened by the Council Chairman, and the Standing Executive Board holds one or two meetings each year. The Standing Executive Board is responsible for managing daily tasks, and accountable to the Council. During the interim period between council meetings, the Standing Council takes the responsibilities of (1), (3), (4), (5), (6), (7) and (8) of Article 9.
Article 11 The Secretariat is the executing arm of the Association’s daily work. The Secretary General shall be responsible for the Secretariat. There shall be one Secretary General (the legal representative of the Association), and several Deputy Secretary Generals (flexible according to work requirements). The Deputy Secretary Generals are nominated by the Secretary General and are approved by the Standing Executive Board. The permanent staff of the Secretariat is appointed by the Secretary General.
Article 12 The tenure of the Secretary General is the same as the Executive Board. Its leadership transition shall be completed at the same time or within three months of the term completion of the Executive Board. The Secretary General may serve consecutive terms. Staff at the Secretariat shall remain relatively stable. In principle, the ratio of staff change in each term of transition shall not exceed 50% to maintain work consistency.
Article 13 The Technical Committee is set up based on the Association’s needs, consisting of representatives from enterprises (or organizations) and individuals. The term of the Technical Committee shall be the same as that of the Executive Board, and its general election shall be completed in the same period as the Executive Board or within three months of the Executive Board's general election. The Chairman of the Technical Committee may be re-elected.
The functions of the Technical Committee include:
（1）Providing technical support and guidance for the Association, and reporting to the Executive Board;
（2）Organizing activities and events in specialized fields; and
（3）Participating in industry communication and symposiums organized by the Association.
Article 14 Members of the Executive Board, the Secretariat, and the Technical Committee shall be in good health and be competent for the work undertaken.
Article 15 During their tenure, for whatever reason, if the Chairman or Vice Chairman of the Executive Board, Chairman of the Executive Board, or Secretary General are unable to work in the original agency for which they were appointed, they shall resign from their positions. Their respective institutions shall recommend a new nominee for the position, who will start their service after being approved by the Executive Board, with service term until the election of the next Executive Board.
CHAPTER 4 JOIN IN, WITHDRAWAL AND REMOVAL FROM THE ASSOCIATION
Article 16 Members of the Association shall meet the following qualifications:
（1）Members of the Association shall support and comply with the Association’s chapters and related articles; and
（2）Members of the Association shall be independent legal entities.
Article 17 Enterprises (or organizations) shall apply to join the Association with written application. Membership shall enter into force after approval by the Executive Board, and the membership agreement is signed by the Secretariat on behalf of the Association.
Article 18 Any member may withdraw from the Association for any reason with written notification. The withdrawal must be approved by the Council, and transitional solutions to be implemented must be outlined by the member to deal with any remaining issues.
Article 19 For any issues below, after being verified by the Secretariat, the Secretariat can submit requests to the Executive Board to remove the member from the Association:
Article 20 Any member who withdraws from the Association, for whatever reason, shall not carry out activities as a member of the Association, and may apply to re-join the Association after one year. When withdrawing from the Association, its appointed Executive Board member shall be removed from the Executive Board.
Article 21 Any member who has withdrawn from the Association shall no longer enjoy any rights as prescribed in the articles, and all payments to the Association are non-refundable.
CHAPTER 5 RIGHTS AND OBLIGATIONS OF MEMBERS
Article 22 Members of the Association shall have the following rights:
（1）Attending Council meetings and participating in the discussion and voting of major resolutions and issues of the Association;
（2）Proposing suggestions for the Association’s projects to be implemented, and the development of the Association;
（3）Submitting Executive Board meeting requests to the Chairman of the Executive Board;
（4）Participating in various training and exchange programs held by the Association at a preferential rate; and
（5）Proposing to withdraw from the Association.
Article 23 Association Member shall fulfill the following obligations:
（1）The Association member shall follow the mission to promote Association members’ collaborative development, actively contribute to Association members’ interests, provide suggestions and strategies for the Association’s development, and promote the Association’s construction;
（2）The Association member shall support and comply with the Association’s articles, execute resolutions and regulations from the Executive Board and the Standing Executive Board, keep the Association’s core technologies confidential, and protect the Association’s intellectual property rights;
（3）The Association member shall take its portion of financial obligations for the Association’s operations, conduct work according to Executive Board’s requirements, and provide necessary human resources, technology, and materials support for the Association to fulfill its work objectives;
（4）After the commencement of a project and before its completion, an Association member participating in the project shall not withdraw from the Association without justified reason. After approval of withdrawal, the remaining issues should be managed properly; and
（5）The Association Member shall not obstruct the transfer and scale up of Association’s demonstration technologies.
CHAPTER 6 FUNDRAISING AND ADMINISTRATION
Article 24 The channels of the Association’s fundraising mainly include:
（1）Membership fee. A membership fee is paid by the Association’s members to join the Association. Based on the members’ positions at the Association and their business types, the members will make their membership payment according to the following criteria.
（2）Project Support. The Project Support Funds are special supporting funds that the Association charges to its members for special projects. Depending on the type and scope of the special projects, the Association will calculate the amount of the supporting funds, and will sign a separate service agreement with its members.
（3）Fundraising through other programs.
Article 25 For fund administration, the Association shall observe the budgeting and final accounting system, and follow earmarking rules. The Secretariat shall submit a financial report to the Executive Board for annual review, which shall be audited by a third party appointed by the Executive Board.
Article 26 The Association’s funds shall be assigned to the Secretariat, who will set up a special account to be managed separately by qualified accountants. The accountants must conduct both financial accounting, and accounting control and supervision. When an accountant leaves or transfers to another job, he or she must complete the work transition for his or her successor. Meanwhile, the Secretariat shall set up a rigorous financial management system to ensure the legitimacy, authenticity, accuracy, and integrity of the accounting system.
Article 27 Expenses of the Association are mainly divided into daily administrative funds and project supporting funds. Daily administrative funds are basically used for daily operational expenses of the Executive Board, the Standing Executive Board and the Secretariat, and other expenditures approved by the Executive Board. Project supporting funds are mainly used for relevant special projects managed by the Association.
Article 28 Executive Board members are remunerated by their respective member enterprises. The remuneration of the Secretariat, facilities and equipment required in the Secretariat’s daily work shall be included in the Association’s routine administrative expenditures.
Article 29 The constitution takes effect as of the date of the Association’s establishment. Any amendment to the constitution shall take effect after approval by the Executive Board’s resolution.
Article 30 The Executive Board of the Association reserves the right of interpretation of the constitution.