3. board meetings shall generally be held at the location of joint venture's legal address， once each year. a quorum for a meeting shall consist of not fewer than two thirds (2/3) of the directors. should any director be unable to attend the meeting， he shall authorize a representative to be present at the meeting and vote for him.in case a director dies， resigns， or is otherwise unable to fulfil his duties prior to the fulfilment of his term， the parties agree to cooperate fully to have as his replacement a director nominated by the party that nominated the director whose death， resignation or other conditions created the vacancy.
4．對於下列問題，必須經出席會議的董事一致通過，方可作出決定：
4. decisions on the following items shall be made only when unanimously agreed upon by the directors present at the board meeting.
（1）修改合營企業章程；
(1) amendment to the articles of incorporation of joint venture；
（2）終止和解散合營企業；
(2) termination and dissolution of joint venture；
（3）增加或轉讓合營企業的註冊資本；
(3) increase or assignmnet of the registered capital of joint venture；
（4）合營企業同其他經濟組織合併。
(4) merger of joint venture with another economic organization.
其他問題的決定，以出席會議董事人數的微弱多數票作出。
decisions on other items shall be made by a simple majority vote of the directors present at the meeting.
第八條 管理
article 8management
1．合營企業設經營管理機構，負責企業的日常經營管理工作。
1. joint venture shall establish a management office which shall be responsible for daily management of joint venture.
2．經營管理機構設經理1人、副經理2人，任期4年。總經理由甲方指定，負責執行董事會的決議和日常管理工作。副總經理由雙方各指定1人，協助總經理工作。
2. the management office shall have a general manager and two deputy general managers， whose term is 4 years. the general manager nominated by party a is responsible for the implementation of the decisions of the board of directors and daily operation. the deputy managers， one of whom is nominated by each party， shall assist the general manager in his duties.
3．管理機構設若干部門，在總經理和副總經理的領導下，負責企業各部門的工作。
3. the management office may have its subdivisions， the duties of which are to manage different business departments under the leadership of the general manager or deputy general managers.
第九條 勞動管理
article 9 labour management
1．合營企業的中方專家、技術人員、工人和其他人員由甲方招聘；合營企業的外方專家由乙方招聘。