INTERNATIONAL CHINESE EIGHT-BALL ASSOCIATION LTD

CONSTITUTION

​章程

NB: Any reference made to the male gender in these Statutes will also include the female gender and/or vice versa.

CONSTITUTION

Article 1 Name, Seat and Language


The name of the company is International Chinese Eight-Ball Association Ltd (hereinafter referred to as the ICEA) and is located in London, the UK. It is

registered in London, NN11 8PL, the UK, registration number 8068614.

The official and administrative language of the Association are English and Chinese.




Article 2 General Principles


ICEA is the global governing body for Chinese 8-ball and its derivatives, including all forms of play on a Chinese 8-ball (sometimes referred to as Chinese pool) table, and is an international body voluntarily comprised of Chinese 8-ball and its derivative organizations from all continents and countries.




Article 3 Purpose


  1. To promote the game of Chinese 8-ball under amateur and professional conditions worldwide, making it one of the most popular and influential indoor sports in the world.
  2. To better serve the development of the industry and to better serve Chinese 8-ball fans and practitioners all over the world.
  3. To actively coordinate with the international billiards association and governing bodies from all countries, to seek friendly cooperation in earning mutual benefits for the continued development of Chinese 8-ball and the billiard sports.
  4. To create and determine Rules and Regulations for the discipline of Chinese 8-Ball, to make comprehensive planning for the game, to organize, coordinate, and assist with the Chinese 8-ball promotional activities in the world, exercise management and sanctioning matters for members of the association, and to provide beneficial services to the members and the industry.
  5. The ICEA recognises the WPA as the world governing body of pool, and WCBS as the world governing body of billiard sports with regards to their association to the IOC, GAISF, ARISF, ASOIF and multiple sports events.
  6. The association is a non-profit organisation.




Article 4 Duration


The ICEA Ltd is founded for an indefinite period.




Article 5 Membership


The ICEA has two types of membership, voting and non-voting. The ICEA accepts only one voting member per country.

A. Voting MembersVoting Members

Only pool-billiard organisations representing themselves as a national federation and individuals who belong to these federations, and are able to demonstrate to the satisfaction of management that they are the only or leading organisation or individuals in that country can be considered for voting membership. A General Assembly or Extraordinary General Assembly must approve their application with a vote of two-thirds majority of votes cast.

Voting members have equal votes with the exception of provisional members, and all pay an equal membership fee.

New members will have provisional status for the first three years. They shall be entitled to all benefits with the exception of voting as explained in Article 11.i. Full membership shall be automatic after three years providing there is no misfeasance or objection. In the event of an objection, the General Assembly will take the decision.

B. Non-Voting members

Any organisation or individual can be considered for non-voting membership.

This category will include Life and Honorary membership. They have no seat on the Board and have no decision-making capability. Such members may attend General Assemblies.

Membership is personal and therefore not eligible for transfer or transition.




Article 6 Membership Rights & Obligations


1. Members have the right to:

a) vote and to be voted in an election (voting members only);

b) supervise the work of this association and to make suggestions;

c) participate in activities organized by this association;

d) members who are active in the association will be given priority to enter the general assembly;

e) obtain the priority to access association's services, such as Chinese 8-ball coaching and other services;

2. Members are obliged to:

a) acknowledge the ICEA as the world governing body for Chinese 8-ball and its derivative disciplines;

b) conform to any reasonable request asked of it by ICEA management. Management will consider what is deemed to be reasonable;

c) manage their affairs and conduct their business in a manner that is not detrimental to the ideals of the ICEA and/or of the sport or cause any action that can bring the ICEA or the sport into disrepute;

d) comply with the constitution of this association and to implement the resolution of this association;

e) actively participate in the activities of this association and undertake all the tasks entrusted by this association;

f) pay the membership dues on time.Members who fail to meet any or all of the points in Article 5 may have their membership suspended.




Article 7 End of Membership


  1. Membership ends when the member:
    1. expires;
    2. resigns;
    3. is excluded by general assembly;
    4. becomes insolvent;
  2. Exclusion of membership must take place by virtue of a management decision taken by a majority of votes cast. The Board member nominated by the member being excluded is not permitted to vote.
  3. Suspension of the membership by the member can only take place towards the end of the fiscal year, in writing and respecting a notice period of at least four weeks. 1. if it cannot be reasonably demanded to continue membership; 2. within a month after a decision that limits member’s rights or increases their obligations, has become known or has been communicated to a member (except where modifications of financial rights and obligations are concerned); 3. within a month after a member has been informed of a decision to transform the association to a different legal form or to merger. If a suspension did not take place in due time, membership will continue to the end of the next year.
  4. Suspension must be done by Management, which must immediately inform the member of the decision, including its reasons. The member concerned has the right to appeal to the General Assembly within one month after receiving the notification. Membership suspension by the Association can also only take place towards the end of the financial year. Suspension must be done by Management, in writing and respecting a notice period of at least four weeks. Membership suspension by the Association can only occur when it cannot be required to continue membership. If a suspension did not take place in due time, membership will continue until the end of the next year.
  5. When the membership ends in the course of the fiscal year, the entire annual contribution remains due nonetheless. Management can suspend a member who acts in violation of the Articles of Association, regulations or decisions of the Association, or who creates an unreasonable disadvantage to the association, for a period to be determined by management with a maximum of six months. The decision can be appealed to the General Assembly. What was determined in paragraph iv concerning “appeal” likewise applies.
  6. Exclusion of membership can only be pronounced when a member acts in violation of the Articles of Association, regulations or decisions of the Association, such as in case of, in spite of payment reminders, the annual contribution was not, or not timely paid or when the member creates an unreasonable disadvantage to the Association. During the appeal and with the appeal pending, the member is suspended. The General Assembly can only decide to exclude a member by a decision to that end, taken by at least a two-third majority of the votes cast.




Article 8 Right of Appeal


Any decision made to exclude membership of the ICEA will be effective immediately. An appeal against the exclusion can be made to a General Assembly, but notice of an appeal must be lodged with the ICEA within one month of the decision taken to exclude. A General Assembly will decide with a two-thirds majority of those members eligible to vote.




Article 9 Management


1. Management is the Board of Directors, which consists of at least four natural persons.

2. Each member is entitled to nominate a person from their territory to serveas a Director.

3. Management elects the president and all other positions, which mustinclude a secretary and treasurer.

4. Directors are appointed for a term of four years. They are entitled to holdoffice for the full-term subject to an exception as listed in 9.v. At the endof their term, a Director may offer himself for re-election and canimmediately be reappointed.

Members cannot replace Directors before their full term has expired without valid reason. Members wanting to withdraw a Director before their full term expires require a decision by a General Assembly with a two-thirds majority. Persons replacing Directors mid term will start their full term from the date of their commencement.

5. Directors can at any time and listing a reason be suspended ordismissed by Management.

Any Director who is suspended or dismissed can appeal to a General Assembly who will decide with a two-thirds majority vote.

6. Vacancies must be filled as soon as possible. An incompletemanagement remains authorised to manage the Association.

7. Management is charged with managing the Association. Managementcan, until revoked, delegate tasks and authority to a daily management.

8. Management is, save what has been determined in paragraph ix of this Article, jointly authorised to decide to enter into agreements to acquire,alienate or encumber registered goods and to enter into agreementswhereby the Association commits itself as guarantee or joint debtor,provides guarantees toward third parties or guarantees a debt of a thirdparty and for entering into financial obligations of more than fifteenthousand dollars (US $15,000).

9. Management requires the approval of the General Assembly fordecisions to enter into agreements as described above in paragraph viii.Without said approval, the Association cannot be legally represented forthese legal acts.

10. Management represents the Association.

11. The representation authority falls to the president, or to his deputytogether with one other Director.

12. Every Director is entitled to one vote. All decisions for which by law orby these Articles of Association no greater majority is required are taken by simple majority of votes cast. Abstentions, illegal or blank votes do not count. The president or his representative will use a casting vote tobreak any tie.




Article 10 General Assembly


1. General Assemblies are held in a location as decided by the president. 2. A quorum of at least half the members is required in attendance. 3. At least one General Assembly is held every two years to be known asthe “Annual General Assembly” or simply “General Assembly, whichshall be held within twenty four months after the end of the previousGeneral Assembly, save extension of this period by the GeneralAssembly. 4. Members shall be notified in writing at least eight weeks prior to the commencement of the General Assembly.

Proposals from the Board and/or members must be submitted no later than four weeks prior to the commencement of the General Assembly. This includes reports from directors and members.

The final agenda will be sent to members no later than two weeks prior to the commencement of the General Assembly.

5. Access to the General Assembly is granted to those members who havenot been suspended, as well as to those who have been invited bymanagement and/or the General Assembly.A suspended member has access to the General Assembly that willdebate the suspension decision and is authorised to speak in thatregard.




Article 11 Voting


1. The members as described above have the right to vote in the GeneralAssembly. Every normal member has two votes, and every provisional member has one vote.

Anyone with the right to vote can grant anyone else with the right to vote a proxy to cast his vote. Any one person with the right to vote can act as an authorised representative for a maximum of one other. All proxy votes must be announced to the Secretary prior to the commencement of the meeting.

2. A unanimous decision by all those entitled to vote in the GeneralAssembly, even if they are not together in the Assembly, has, if takenwith prior knowledge of the management, the same power as a decisionby the General Assembly.

3. The Chairman of the meeting determines the way votes are cast in theGeneral Assembly. The Chairman of the meeting does not vote at aGeneral Assembly with the exception as explained in paragraph iv).iv) All decisions for which by law or by these Articles of Association nogreater majority is required are taken by simple majority of votes cast.Abstentions, illegal or blank votes do not count.

4. All decisions for which by law or by these Articles of Association nogreater majority is required are taken by simple majority of votes cast.Abstentions, illegal or blank votes do not count.

If a vote is tied on any matter(s) that require a simple majority, the Chairman of the meeting shall cast a vote to break the tie. If in an election to the position of President the vote is equal, the person holding the position prior to the ballot will retain the position, the challenger must have a clear majority.

If an election to a vacated position of President is tied, there will be a second ballot, and a third if necessary. If there is no majority after the third ballot, the Vice-President will lead the association until another

election is called.

If in an election between more than two persons no one has reached a majority, a second vote is held between the two persons who obtained the largest number of votes, where necessary using an intermediary vote.




Article 12 Procedure


1. Notice of a General Assembly 2. The General Assemblies are led by the president, or his appointee, or inhis absence, the longest serving Director present. If no Directors are present, the General Assembly will appoint its own leadership. 3. The judgement reached by the General Assembly that is announced bythe president is decisive. The same is true for the content of a decision taken, insofar as votes were cast for a proposal not fixed in writing.

However, if immediately after declaring the president’s judgement the correctness thereof is disputed, a new vote will take place if the majority of the Assembly or, if the original vote was not done jointly or in writing, any person present with the right to vote should so demand.

This new vote supersedes the legal consequences of the original vote.

4. What is discussed at the General Assembly is taken down in minutes bythe secretary or any person appointed by the secretary.

These minutes are determined in the same or the very next General Assembly and as a proof thereof signed by that General Assembly’s president and secretary.




Article 13 Finance


13.1 Accounting

1. The Association’s fiscal year equals the calendar year.

2. The official currency of the Association is British Pounds.

3. The Treasurer is obligated to maintain such an administration of theactivities and the financial situation of the Association that the rights andobligations of the Association can at any time be known.

4. In the General Assembly, the Treasurer presents its annual report on thecurrent status of the Association and the financial policy.He submits the annual account and the profit and loss account with aclarification to the Assembly for approval. The Treasurer and Presidentsigns these documents.

5. If regarding the correctness of the documents described in the previousparagraph no declaration is provided to the General Assembly stemmingfrom an accountant as described in article 2:393 paragraph 1 of the civilcode, then the General Assembly must, annually, appoint a committee ofat least two persons who cannot be part of the management.

6. The Treasurer must submit to management those documents asdescribed in paragraph iv at least one month before the day when theGeneral Assembly will be held that will discuss these documents.Management peruses these documents and reports its findings to theGeneral Assembly.

7. Treasury is obligated to provide management with all the information itrequires for its perusal, to show the finances and values where necessaryand to grant access to the books and documents of the Association.

8. If according to management such a perusal requires specific accountingskills, then it can request the help of a specialist at the expense of theAssociation.

9. Treasury is obligated to safeguard the books, documents and other datacarriers described in this article for at least seven years.

13.2 Membership Fees

Member Federations will pay an annual membership fee, the level of which is determined by the General Assembly.

1. Membership fees are due on 1st March of each year.

2. If a Member has not paid the membership fee by 31st May of thatyear, or by the first day of a General Assembly, whichever comesfirst, that Member’s rights under Article 6, including the right to voteat and/or participate in General Assemblies will be suspended untilall outstanding fees have been paid.

3. If the Member’s fees remain outstanding for 24 months after they aredue and after two reminders, then that Member’s Federation shallautomatically be terminated.

13.3 Membership Fees for Players Members

1. Membership period is 3 years after a valid registration.

2. Registered players are eligible to enter the ICEA ranking system.

3. Registered player will receive an electronic membership card.

4. Registered player can enjoy support service from professional event service team during tournaments in China.

5. Ranking points can be exchanged to gifts.

6. Registration can be done either online and offline.

7. ICEA charges a certain fee for the operation and management of the players' archives system. Membership period lasts for 3 years.




Article 14 Extraordinary General Assemblies


1. In addition to the General Assembly as described in Article 10,Extraordinary General Assemblies are convened by management asoften as it deems necessary to do so. 2. At the discretion of the president, an Extraordinary General Assembly maybe conducted via electronic means; email, facsimile or similar. 3. At the written request of at least such a number of members as isauthorised to cast one-half of the votes in a complete Assembly,management is obligated to convene a General Assembly within a periodof no more than four weeks after the request is submitted. If the request has not been answered within fourteen days, the requestersmay proceed to convene the General Assembly themselves. Therequesters may in that case appoint other persons than directors withleadership over the Assembly and the taking of minutes. 4. Convocation of the General Assembly occurs by written notification tothose who have the right to vote respecting a term of at least seven days.The convocation must mention the topics to be discussed. 5. If no written convocation of the general assembly has taken place, thegeneral assembly can nonetheless validly decide, if at least such anumber of persons having a right to vote is present at the assembly asthat is authorised to cast half the number of votes that can be cast in acomplete assembly and none of them, nor the management, oppose thedecision taking.If convocation of the general assembly occurred at a shorter term thatprescribed, the General Assembly can nonetheless validly decide, unlesssuch a number of those present as is authorised to cast one-half of thevotes in a complete assembly is opposed thereto.

What has been determined in the first paragraph of this article likewiseapplies to decision making by the general assembly regarding matters not mentioned on the agenda.




Article 15 Modifying the Articles of Association


1. Modification of the articles of association can only take place by a decisionof the General Assembly or Extraordinary General Assembly, which wasconvened with the notification that a proposal to modify the Articles ofAssociation will be submitted. 2. Those who have made the convocation to the general assembly todiscuss a proposal to modify the Articles of Association, must provide, atleast thirty days prior to the day of the Assembly, a copy of that proposal,which includes the modification word for word, at a suitable place forperusal by the members until the end of the day on which the Assemblyis held. 3. A modification of the Articles of Association can only be decided upon bythe General Assembly or Extraordinary General Assembly with a majorityof at least two-thirds of the number of votes cast. 4. The modification of the Articles of Association only comes into effect aftera notary document has been executed. Any director is authorised to havethe document of modification executed. 5. What is determined in paragraphs i and ii of this article shall not apply if the General Assembly for all holders of a right to vote are present or represented and if the decision to modify the Articles of Association is taken by a unanimous vote. 6. The directors are obligated to submit an authentic copy of the documentto modify the Articles of Association as well as a complete running textof those Articles of Association as they are set after the modification, tothe offices of the trade register.




Article 16 Dissolution and Liquidation


1. That which has been determined in article 15 paragraphs i, ii, iii and vequally applies to a decision by the General Assembly to dissolve theAssociation. 2. That which has been determined in article 15 paragraphs i, ii, iii and vequally applies to a decision by the General Assembly to dissolve theAssociation. 3. The General Assembly determines in its decision as described in theprevious paragraph what will be the destination of the positive balance,where possible in accordance with the purpose of the Association. 4. Liquidators will be decided by the General Assembly. 5. After the dissolution the Association will continue to exist insofar as suchis necessary to liquidate its assets. During the liquidation the stipulationsof the Articles of Association remain in force where possible. Alldocuments and notifications issued by the Association, must include thesuffix “in liquidation” to its name. 6. The Association ceases to exist at the time when no assets are knowneither to the Association or to its liquidator(s). The liquidator notifies thetermination to the registry as mentioned in paragraph vi of article 15 7. The books and documents of the dissolved Association must be kept forat least seven years after the Association has been dissolved.The keeper is whoever who was appointed to this task by the liquidators.




Article 17 Regulations


1. The General Assembly can determine and modify one or moreregulations, which describe topics not or not entirely provided for inthese Articles of Association. 2. No regulations may contain stipulations that violate the law or theseArticles. 3. That which was determined in Article 15 paragraphs i, ii and v equallyapplies to decisions to determine and modify regulations. 4. Management’s interpretation of any item contained within thisconstitution that is ambiguous or vague will be final.





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