FSC-China Voting Procedures

(Draft)

1. Voting

FSC-China members shall be entitled to vote:

(1)for directors or members of special committees;

(2)to amend articles and bylaws of FSC-China;

(3)to initiate policies of FSC-China, and

(4)for decisions on major matters.

2.Voting Methods

For all votes described in Article 1, each member of FSC-China shall have one vote and shall vote in one, and only one, of the following ways:

(1)in person;

(2)by official proxy

(3)by postal mail, or

(4)by electronic mail (E-mail), as made available for such vote.

3.Quorum

For all votes described in Article 1, a quorum shall be constituted when at least one-half of all members from each chamber have voted as set forth in Article 2. Abstentions shall be counted towards constituting a quorum. In the event that a quorum is not constituted in any of the three chambers, the matter shall be put to a second ballot within 60 days of the first ballot.

4.Abstentions

Ballots returned by members on which they indicate the choice of abstention are to be considered as abstentions and shall be counted as votes cast.

5.Non-votes

Any member who does not fill out the ballot form and return it or who returns it but fails to fill out the ballot form in accordance with rules as set for this case is to be considered as not having cast any vote. Non-votes shall not be counted as votes cast.

6.Weighting

(1)Chambers. Each of the three chambers, namely, the environmental chamber, the economic chamber and the social chamber shall have one equal vote (i.e. 33.3% of the weighting for each chamber) regardless of the number of members in each chamber.

(2)Individual members.The weighting for each member of any chamber will be 33.3% divided by the number of members who have cast votes in that chamber, including abstentions and excluding non-votes.

7.Threshold Number of Votes to Pass a Proposal

66.6% of affirmative votes are needed for any proposal to be passed either it is a vote held among all FSC-China members or a vote held within board directors.

8.Vote by Show of Hands

Proposals on which consensus has been reached without any substantial dispute or proposals which are simple enough to avoid the need of further discussion may, with the permission of the chair of the meeting, be voted on by show of hands. For any of the above proposals to be passed, at least two thirds of members present at the meeting shall put up affirmative hands.

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