Article 1 The name of this Foundation is China Biodiversity Conservation and Green Development Foundation.
China Biodiversity Conservation and Green Development Foundation (CBCGDF for short).
Article 2 The Foundation belongs to the public offering foundation. The scope of the Foundation's fundraising for the public is China and the countries and regions that allow the Foundation to raise donations.
Article 3 Purpose of the Foundation: to mobilize the whole society to care for and support the cause of biodiversity conservation and green development, protect the national strategic resources, promote the construction of ecological civilization and the harmonious coexistence between man and nature, and build a beautiful home for mankind.
Article 4 The original capital of the Foundation is 8 million yuan, which comes from donations at home and abroad.
Article 5 The registration authority of this Foundation is the Ministry of Civil Affairs of the People's Republic of China, and the business authority is the China Association for Science and Technology.
Article 6 The domicile of the Foundation: Beijing.
Chapter II Scope of Business
Article 7 The business scope of public welfare activities of the Foundation
(a) to establish a demonstration base, organize and support scientific research and popular science activities for biodiversity conservation and green development, and support technological development in line with the purpose of the Foundation;
(two) to carry out international exchanges and cooperation, and organize international and domestic academic exchanges and forums related to the foundation's business;
(3) To carry out and support personnel training and business consulting activities within the business scope of the Foundation;
(4) Organizing and rewarding organizations and individuals that have made contributions to biodiversity protection and green development;
(five) to carry out and fund other projects and activities in line with the purpose of the Foundation.
Chapter III Organization and Person in Charge
Article 8 The Foundation consists of 5-25 directors. The term of office of the directors of the foundation is 5 years, and they can be re-elected at the expiration of the term.
Article 9 Qualifications of Directors
(a) love biodiversity conservation and green development of public welfare undertakings, identify with the purpose of the foundation, care for and support the work of the foundation, and voluntarily serve the foundation;
(2) Have experience in operation, management or research in a certain field, have good achievements in this field, and have certain social influence;
(3) Having a strong sense of responsibility for public interests and being able to participate in litigation independently and objectively on the principle of fairness, impartiality and openness;
(4) Strong deliberation, decision-making ability and interpersonal communication ability;
(5) Being in good health, being able to work normally and having full capacity for civil conduct.
Article 10 Election and removal of directors
(1) The first directors shall be nominated by the competent business unit, major donors and sponsors respectively and determined through consultation;
(2) When the board of directors is reelected, the competent business unit, the board of directors and major donors * * * nominate candidates and organize a general election leading group to organize all candidates * * * to elect a new board of directors;
(3) The replacement or increase of directors shall be approved by the board of directors and reported to the competent business unit for examination and approval;
(four) the results of the election and recall of directors shall be reported to the registration authority for the record;
(5) Those who have close relatives shall not serve on the board of directors at the same time.
Article 1 1 Rights and obligations of directors
(1) Directors have the right to vote, to be elected and to vote;
(2) The directors have the right to question the draft document or other materials submitted to the meeting for discussion, and ask the Secretary-General or the drafter entrusted to draft the document to make an explanation;
(three) the directors have the right to consult the relevant documents of the foundation, inquire about the relevant work of the foundation, and have the right to propose to the chairman of the board of directors to convene an interim meeting or a special meeting;
(4) The directors shall understand the purpose of the Foundation and the operation mode of various activities and projects carried out by the Foundation, and be familiar with the laws and regulations concerning non-profit organizations;
(five) the directors shall abide by the relevant laws and regulations of the state and the articles of association of the foundation, implement the resolutions of the Council, earnestly perform their duties and safeguard the interests of the foundation;
(six) the director shall attend the meeting of the Council on time, and prepare opinions on the topic, and actively put forward relevant suggestions or opinions;
(seven) the directors should understand the basic situation and needs of the foundation, mobilize social forces to expand the sources of funds, and make contributions to the development of the foundation and its various undertakings;
(8) Directors should support the work of the Foundation and establish a benign interactive relationship with the secretariat of the Council.
Article 12 The decision-making body of the foundation is the board of directors. The Council shall exercise the following functions and powers:
(a) to formulate and amend the articles of association;
(two) to elect and recall the chairman, vice chairman and secretary general;
(3) Deciding on plans for major business activities, including plans for fund raising, management and use;
(4) Annual budget and final accounts;
(five) to formulate internal management system;
(6) Deciding to set up offices, branches and representative offices;
(7) To decide on the appointment of deputy secretaries-general nominated by the Secretary-General and principal responsible persons of various institutions;
(eight) to listen to and consider the work report of the Secretary-General and inspect the work of the Secretary-General;
(9) To decide on the division, merger or termination of the foundation;
(10) To decide on the establishment and candidates for honorary posts;
(eleven) to decide on other major issues.
Article 13 The Council shall hold at least two meetings each year, which shall be convened and presided over by the chairman.
There are13 directors who propose that a board meeting must be held. If the chairman is unable to convene the meeting, the proposing director may elect the convener.
When convening a board meeting, the chairman or convener shall notify all directors and supervisors five days in advance.
Article 14 The board of directors shall be convened only when more than two thirds of the directors are present. The resolution of the board of directors shall be valid only if it is approved by more than half of the directors present.
Resolutions on the following important matters must be voted by the directors present at the meeting and passed by more than two thirds of the directors.
(1) Amending the Articles of Association;
(two) to elect or recall the chairman, vice chairman and secretary general;
(3) Major fund-raising and investment activities stipulated in the articles of association;
(4) Division, merger and termination of the foundation.
Article 15 The Council shall make minutes of meetings. Where a resolution is made, minutes shall be made on the spot, which shall be reviewed and signed by the directors present at the meeting. If the resolution of the board of directors violates laws, regulations or articles of association and causes losses to the foundation, the directors who participated in the resolution shall bear the responsibility. However, if it is proved that the voting object is recorded in the minutes of the meeting, the director may be exempted from the responsibility, and the minutes of the board meeting shall be kept as an institutional plan for a long time.
Article 16 The Foundation shall have 3-4 supervisors. The term of office of a supervisor is the same as that of a director, and can be re-elected at the expiration of the term.
Article 17 Directors, close relatives of directors and financial personnel of a foundation shall not serve as supervisors.
Article 18 The emergence and removal of supervisors
(1) Supervisors shall be selected by major donors and competent business units respectively;
(two) the registration authority according to the needs of the work.
(3) The change of supervisors shall conform to the procedures for its formation;
Article 19 Rights and obligations of supervisors
(1) Supervisors shall inspect the financial and accounting materials of the Foundation according to the procedures stipulated in the Articles of Association, and supervise the compliance of the Council with laws and articles of association;
(2) Supervisors have the right to put forward questions and suggestions to the board of directors as nonvoting delegates, and report the situation to the registration authorities, business authorities and tax and accounting authorities;
(3) Supervisors shall abide by relevant laws and regulations and the articles of association of the Foundation and faithfully perform their duties.
Article 20 The number of directors who receive remuneration from the foundation shall not exceed 65,438+0/3 of the total number of directors. Supervisors and directors who do not hold full-time positions in the foundation shall not receive remuneration from the foundation.
Twenty-first foundation directors shall not participate in the decision-making of related matters when their personal interests are related to the interests of the foundation; Directors, supervisors and their close relatives of the Foundation shall not engage in any transactions with the Foundation.
Article 22 The Council shall have a chairman, a vice-chairman and a secretary-general, who shall be elected by the directors from among themselves.
Article 23 The chairman, vice-chairman and secretary-general of a foundation must meet the following conditions:
(1) Having great influence in the business field of the Foundation, being experienced, fair and honest, and having a democratic style of work;
(2) The maximum age of the chairman, vice-chairman and secretary-general shall not exceed 70, and the secretary-general shall be full-time;
(3) Being in good health and able to stick to normal work;
(4) Having full capacity for civil conduct.
Article 24 A person under any of the following circumstances may not serve as the chairman, vice-chairman or secretary-general of a foundation.
(a) belongs to the current national staff;
(2) Being sentenced to public surveillance, criminal detention or fixed-term imprisonment for a crime, and the execution has not been completed for more than five years;
(3) Being sentenced to deprivation of political rights due to a crime, being executed or being sentenced to deprivation of political rights;
(4) Being the chairman, vice-chairman or secretary-general of a foundation whose registration has been cancelled due to violation of laws, and being personally responsible for the illegal acts of the foundation, and less than five years have passed since the date of cancellation of the foundation.
Twenty-fifth Hong Kong residents, Macao residents, Taiwan Province residents and foreigners who serve as the vice chairman or secretary general of the Foundation shall stay in the mainland of China for not less than three months each year.
Article 26 The term of office of the chairman, vice-chairman and secretary-general of the Foundation shall be five years, and the term of office shall not exceed two terms. If it is necessary to be re-elected for more than the last term due to special circumstances, it shall be approved by the special procedures of the Council, reported to the competent business unit for review, and approved by the registration authority before taking office.
Article 27 The chairman of the foundation is the legal representative of the foundation. The legal representative of the foundation does not concurrently serve as the legal representative of other organizations.
The legal representative of the Foundation shall be a resident of Chinese mainland.
During the term of office of the legal representative of the Foundation, if the Foundation violates the Regulations on the Administration of Foundations and the Articles of Association, the legal representative shall bear relevant responsibilities. If the legal representative neglects his duty, resulting in illegal acts or property losses of the Foundation, the legal representative shall bear personal responsibility.
Article 28 The chairman of the Foundation shall exercise the following functions and powers:
(1) Convening and presiding over the meetings of the Council;
(two) to check the implementation of the resolutions of the Council;
Signing important documents on behalf of the Foundation;
(four) to examine and approve the expenses required for daily work;
(5) Other rights granted by the Council.
The vice chairman and secretary general of the Foundation shall work under the leadership of the chairman, and the secretary general shall exercise the following functions and powers:
(1) To preside over the daily work of the Foundation and organize the implementation of the resolutions of the Council;
(2) Organizing the implementation of the annual public welfare activity plan of the Foundation;
(3) To formulate internal management rules and regulations of the Foundation and submit them to the Council for approval;
(four) to coordinate the work of various departments, put forward suggestions for the appointment and removal of the Deputy Secretary-General and the principal responsible persons of various departments, and report them to the Council for decision;
(five) accept the supervision and inspection of the board of directors and the board of supervisors, and regularly report the annual work progress to the board of directors;
(six) the articles of association and other powers granted by the board of directors.
Chapter IV Management and Use of Property
Article 29 The Foundation is a public offering foundation, and its income comes from:
(1) Income from organizing fund-raising;
(2) Voluntary donations from natural persons, legal persons or other organizations at home and abroad;
(3) government subsidies;
(4) Investment income;
(5) Other lawful income.
Article 30 The foundation shall abide by laws and regulations when organizing fund-raising and accepting donations, and conform to the purpose stipulated in the articles of association and the business scope of public welfare activities.
Article 31 When organizing fund-raising, the foundation shall announce to the public the detailed plans for the public welfare activities and the use of funds to be carried out after fund-raising. Major fund-raising activities shall be reported to the competent business unit and the registration authority for the record.
The Foundation shall not apportion donations in any form or in disguised form.
Article 32 The property and other income of the Foundation shall be protected by law, and no unit or individual may occupy, privately divide or misappropriate it.
Article 33 A foundation shall use the property in accordance with the purposes stipulated in the articles of association and the business scope of public welfare activities. The donation agreement stipulates the specific purpose of the donation and shall be used in accordance with the provisions of the donation agreement.
When the donated materials cannot be used for the purpose of the foundation, the foundation can auction or sell them according to law, and the income will be used for the purpose of donation.
Article 34 The property of the Foundation shall be mainly used for:
(a) directly used for biodiversity conservation and green development activities related to the objectives and tasks of the association;
(2) Foreign exchange, cooperation and training;
(3) Publicizing and popularizing the knowledge of biodiversity conservation and green development;
(4) Reward organizations and individuals that have made contributions to biodiversity protection and green development;
(5) the daily work of the foundation.
Article 35 The main investment activities of the Foundation refer to:
(a) the annual investment plan;
(two) investment activities with an investment of more than 3 million yuan.
The main fund-raising activities of the Foundation refer to:
(1) Fund-raising activities that are subject to examination and approval or state approval according to national laws;
(2) Fundraising activities with an estimated donation of more than 2 million yuan;
(3) Foreign fund-raising activities.
Article 36 A foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness.
Article 37 The annual expenditure of the foundation for engaging in public welfare undertakings as stipulated in the articles of association shall not be less than 70% of the total income of the previous year.
The salary, welfare and administrative expenses of the staff of the Foundation shall not exceed 65,438+00% of the total expenditure of that year.
Thirty-eighth foundation in the development of public welfare funded projects, should be open to the public the types of public welfare funding, application and evaluation procedures.
Thirty-ninth donors have the right to inquire about the use and management of donated property from the Foundation, and put forward opinions and suggestions. The foundation shall give a timely and true answer to the donor's inquiry.
When the foundation uses donated property in violation of the donation agreement, the donor has the right to require the foundation to abide by the donation agreement or apply to the people's court for cancellation of the donation or termination of the donation agreement.
Article 40 A foundation may sign an agreement with the recipient to stipulate the way and amount of funding, as well as the use and method of funds.
The foundation has the right to supervise the use of funds. If the aided party fails to use the aid as agreed or violates the agreement in other ways, the Foundation has the right to terminate the aid agreement.
Article 41 The Foundation shall implement the unified national accounting system, conduct accounting according to law, establish and improve the internal accounting supervision system, and ensure the legality, truthfulness, accuracy and completeness of accounting data.
The Foundation accepts the tax supervision and accounting supervision implemented by the competent tax and accounting departments according to law.
Article 42 The Foundation shall be equipped with professional accountants. Accounting personnel shall not concurrently serve as cashiers. When an accountant transfers his job or leaves his post, he must go through the handover procedures with the recipient.
Article 43 The operating fiscal year of the Foundation is June+10/October 1 day to 1 February, 6438. Before March 3 1, the board of directors will examine and approve the following matters:
(a) the business report and final accounts of the previous year;
(2) Annual business plan and budget;
(3) list of property.
Article 44 The foundation shall conduct annual inspection, change of appointment, change of legal representative, liquidation and financial audit.
Forty-fifth foundations shall, in accordance with the provisions of the Regulations on the Administration of Foundations, accept the annual inspection organized by the registration authority.
Forty-sixth after passing the annual inspection by the registration authority, the foundation will publish the annual work report in the media designated by the registration authority, and accept public inquiries and supervision.
Chapter V Termination and Disposal of Surplus Property
Article 47 The Foundation shall be terminated under any of the following circumstances:
(a) to complete the purpose stipulated in the articles of association;
(two) unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the articles of association;
(3) Division or merger of foundations;
(4) Other circumstances.
Article 48 The termination of the foundation shall be reported to the competent business unit for approval within 15 days after the board of directors votes. Apply to the registration authority for cancellation of registration within 15 days after the approval of the competent business unit.
Article 49 Before going through the cancellation of registration, the foundation shall set up a liquidation organization under the guidance of the competent business unit of the registration authority to complete the liquidation work.
The foundation shall cancel the registration with the registration authority within 15 days from the date of liquidation; Activities other than liquidation shall not be carried out during the liquidation period.
Article 50 The remaining property after the cancellation of the foundation shall be used for public welfare undertakings in the following ways under the supervision of the competent business unit and the registration authority:
(a) Donated to in-situ and ex-situ conservation units of biodiversity;
(two) donated to the demonstration base of biodiversity protection and green development.
If it cannot be handled in the above way, the registration authority will organize donations to social welfare organizations with the same nature and purpose as the foundation and announce them to the public.
Chapter VI Revision of Articles of Association
Article 51 Any amendment to the Articles of Association shall be reported to the competent business unit for approval within 15 days after the approval of the board of directors. After the examination and approval by the competent business unit, it shall be reported to the registration authority for approval.
Chapter VII Supplementary Provisions
Article 52 The Articles of Association was adopted by the board of directors on September 26, 2009.
Article 53 The right to interpret the Articles of Association belongs to the Council.
Article 54 The Articles of Association shall come into force as of the date of approval by the registration authority.