Article 24 The board of directors of Bar Associations is the executive body of the lawyers' congress, is responsible for leading the Bar Association to carry out its day-to-day work and reports to the lawyers' congress. The term of the board of directors is four years. A representative congress shall be convened at the expiration of the term for election. If the board of directors cannot be elected on time due to special circumstances, it shall, with the consent of the board of directors, be reported to the authorities in charge of the business for examination and approval, and an application for extension shall be submitted to the registration authority. The term may not be extended for more than one year.

The board of directors shall exercise the following functions and powers:

(1) to convene the lawyers' congress and report on its work to the congress;

(II) to decide on convening an interim congress;

(III) to implement the resolutions of the lawyers' congress；

(IV) to discuss the annual work summary of Bar Associations and decide on the key points of the Bar Association's work for the new year;

(V) to examine the income and expenditure of membership fees, to draw up annual budget and final account plans for the use of membership fees and to draw up the rules for the use of membership fees;

(VI) to elect president and vice-presidents, to elect honorary presidents and candidates for representatives and council members of the National Lawyers' Congress;

(VII) to decide on the method for electing or electing representatives of the Shanghai Lawyers' Congress, and to determine the qualifications, methods for electing representatives and their rights and obligations of the specially-invited representatives to attend the Shanghai Lawyers' Congress;

(VIII) to decide on the establishment of special committees and district lawyers' working committees;

(IX) to decide on the candidates for the director, vice-directors and members of the district lawyers' working committees;

(X) to appoint a secretary-general and decide on the candidate for deputy secretary-general upon nomination by the secretary-general;

(XI) to decide on the methods for the commendation and reward of members or sanctions;

(XII) to discuss and decide on other matters of major importance.

Article 25 Council members of Bar Associations shall be elected by the lawyers' congress from among the deputies.

The term of a council member is four years, with no more than two consecutive terms.

Article 26 Council members shall abide by laws, regulations and the articles of association of the Bar Association, perform the obligations of good faith and diligence, safeguard the interests of the Bar Association and accept the reasonable supervision and suggestions of the representatives on their performance of duties.

If a council member fails to perform his/her duties, he/she shall be dismissed upon a proposal by the council or the board of supervisors.

Article 27 The council meeting shall be convened at least once every three months, and may be convened at any time in special circumstances. Additional council members must be elected by the lawyers' congress. Under special circumstances, the council may elect a by-director, but the by-election must be confirmed by the next lawyers' congress.

Article 28 The council shall be convened and presided over by the president. If the president cannot perform his/her duties for special reasons, the vice-president appointed by the president shall convene and preside over the meeting.

A council meeting shall be convened if proposed by one-third or more of the directors. If the president cannot convene the council meeting, the proposing council member may elect a convener from among the council members.

To convene a council meeting, the convener shall notify all the directors five days in advance and inform them of the topic for the meeting.

Directors shall be present at meetings of the council in person. If a council member is unable to attend for any reason, he/she may designate in writing another council member to attend the meeting and vote on his/her behalf. The written designation shall indicate the matters authorized.

Article 29 The council meeting shall be convened only if attended by more than two-thirds of the directors. A resolution of the council shall be adopted by more than two-thirds of the directors present to be valid.

Article 30 The council shall listen to the opinions and suggestions of the board of supervisors on the work of the council and accept the supervision of the board of supervisors consciously.

Article 31 The president and vice-presidents shall be elected from the directors by the council. The term of office for the president is one term and shall not be reelected.

Article 32 Meetings of the council shall be held in a democratic manner, and minutes shall be made. Resolutions and minutes shall be made if any resolution is formed. Resolutions of the council meeting shall be reviewed and signed by directors present at the meeting.

Members have the right to consult the articles of association, rules and regulations, resolutions and minutes of various meetings and financial and accounting reports of the Bar Association.