Chapter I General Provisions
Article 1 The full name of the Foundation is: China Red Cross Foundation.
Article 2 The Foundation is a public foundation. The geographical scope of the Foundation's public fund-raising is: within and outside China (overseas fund-raising activities must be approved by the Red Cross Society of China in advance).
Article 3: The purpose of the Foundation is to carry forward the Red Cross spirit of humanity, fraternity and dedication, to improve the survival and development of human beings, to protect human life and health, and to promote world peace and social progress.
Article 4 The Foundation's original fund amounted to RMB 8 million yuan, derived from donations from enterprises and individuals.
Article 5 The registration authority of the Foundation is the Ministry of Civil Affairs of the People's Republic of China*** and the business unit in charge is the Red Cross Society of China.
Article 6 The residence of the Foundation: No. 53, Ganmian Hutong, Dongcheng District, Beijing, China.
Chapter II Scope of Business
Article 7 of the Foundation's public welfare activities in the scope of business:
(1) the implementation of the "Chinese People's Red Cross Society Law", to carry out Red Cross humanitarian relief activities, and to promote the healthy development of the cause of the Red Cross;
(2) in the case of natural disasters and emergencies, the injured and sick and other victims of the relief;
(3) assisting the government in improving medical and health conditions in impoverished areas, and caring for and protecting human life and health;
(4) assisting the government in improving schooling conditions in impoverished areas, and subsidizing and supporting the cause of education;
(5) assisting in helping the needy and the elderly, respecting the elderly and helping the disabled, and subsidizing and supporting the cause of old-age welfare;
(6) carrying out activities of exchange and public welfare with the international community as well as Hong Kong, Macao, and Taiwan; and Macao and Taiwan;
(vii) to carry out other public welfare activities consistent with the Society's purposes and the characteristics of the Red Cross;
(viii) to widely raise public welfare funds, increase the sources of such funds, and realize the preservation and enhancement of the value of such funds in accordance with the principles of lawfulness, safety and effectiveness.
Chapter III organization, responsible person
Article VIII of the Foundation consists of 9 to 25 members of the Council. The Foundation's directors each term of five years, the expiration of the term, re-election can be re-elected.
Article IX of the qualifications of the directors:
(a) have the capacity for independent civil behavior;
(b) enthusiastic about the public welfare engaged in by the Foundation;
(c) with the work of the director of the work of the work of the readings and work experience;
(d) able to do their duty to ensure that the use of donated property in line with the wishes of the donor and the Foundation's public welfare purposes, to ensure that the Foundation's assets are used in accordance with the wishes of the donor and the Foundation. (D) to ensure that the use of donated property in line with the wishes of the donor and the public welfare purposes of the Foundation, to protect the safety of the Foundation's property and value-added;
(E) integrity and fairness.
Article X of the generation and removal of directors
(1) the first session of the director by the business unit, the main donors, the initiator of the nomination and *** with the consultation to determine;
(2) the Council for the re-election of the Council, by the business unit, the Council, the main donors *** with the nomination of candidates and the organization of the replacement of the leading group, the organization of all candidates *** with the election of a new director;
(2) the Council, the Council, the main donors *** with the nomination of candidates and organization of the replacement of the leadership group, the organization of all candidates *** with Election of new members;
(c) the removal and addition of members shall be voted by the Board of Directors and reported to the competent unit for review and approval;
(d) the results of the election and removal of members shall be reported to the registration authority for the record;
(e) there is no kinship between the members of the Foundation.
Article 11 Rights and Obligations of the Directors:
(1) To participate in the leadership of the Foundation;
(2) To vote on major decisions of the Foundation;
(3) To make suggestions on the operation of the Foundation;
(4) To fulfill the obligations to fulfill the powers and responsibilities as stipulated in the Articles of Association.
Article 12 The decision-making body of the Foundation is the Council. The Council exercises the following powers and functions:
(1) formulating and revising the Articles of Association;
(2) electing and dismissing the chairman, vice-chairman and secretary-general;
(3) deciding on the plans for major business activities, including plans for fund-raising, management and use of funds;
(4) finalizing the budget for the organization's income and expenditure and finalizing its accounts;
(5) formulating the internal management system;
(vi) deciding on the appointment of deputy secretaries-general and assistants to the secretary-general nominated by the secretary-general;
(vii) listening to and considering the work report of the secretary-general, and inspecting the work of the secretary-general;
(viii) deciding on the separation, merger, or termination of the Foundation;
(ix) deciding on other important matters.
Article 13 The Council shall hold at least two meetings a year. The chairman of the board of directors shall be responsible for convening and presiding over the meetings of the board of directors.
There are 1/3 of the proposal of the councilor, must convene a meeting of the council. If the chairman of the board of directors can not be convened, the proposal of the directors may elect the convenor. To convene a meeting of the Board of Directors, the chairman of the Board of Directors or the convenor must notify all the directors and supervisors 5 days in advance.
Article XIV of the Council meeting can be convened only if more than 2/3 of the members are present; the resolution of the Council shall be valid only if it is passed by a majority of the members present.
Resolutions on the following important matters shall be valid only if they are passed by more than two-thirds of the members present:
(1) revision of the articles of association;
(2) election or dismissal of the chairman, vice-chairman and secretary-general;
(3) major fund-raising and investment activities stipulated in the articles of association;
(4) separation and merger of the foundation.
Article XV of the Council meeting shall produce minutes. If a resolution is formed, the minutes shall be made on the spot and shall be reviewed and signed by the attending directors. Council resolutions in violation of laws, regulations or bylaws, resulting in the Foundation suffered losses, the directors involved in the resolution shall be held responsible. However, if it is proved that the resolution is opposed at the time of voting and recorded in the minutes, the director can be exempted from responsibility.
Article 16 of the Foundation shall have two supervisors. The term of office of the supervisors shall be the same as that of the directors, and they may be reappointed at the end of the term.
Article 17 of the directors, close relatives of the directors and the Foundation's financial and accounting personnel shall not serve as supervisors.
Article 18 Supervisors and removal:
(1) Supervisors are selected by the major donors, business units;
(2) the registration authority in accordance with the needs of the work of the selection;
(3) Supervisors in accordance with the procedures for the change of their generation.
Article 19 Rights and Duties of Supervisors
Supervisors inspect the financial and accounting information of the Foundation in accordance with the procedures stipulated in the Articles of Association, and supervise the Board of Directors in complying with the laws and the Articles of Association.
Supervisors attend the meetings of the Board of Directors, have the right to put forward questions and suggestions to the Board of Directors, and shall reflect the situation to the registration and management authorities, the operational supervisory units, and the competent authorities in charge of taxation and accounting.
Supervisors shall abide by the relevant laws and regulations and the articles of association of the foundation, and fulfill their duties faithfully.
Article 20 The directors who receive remuneration from the Foundation shall not be more than 1/3 of the total number of directors, and the supervisors and the directors who do not hold full-time jobs in the Foundation shall not receive remuneration from the Foundation.
Article 21: The directors of the Foundation shall not participate in the decision-making of the related matters when their personal interests are related to the interests of the Foundation; the directors, supervisors and their close relatives of the Foundation shall not have any transactions with the Foundation.
Article 22 of the Board of Directors shall have a chairman, vice-chairman and secretary-general, elected from among the directors.
Article 23 The chairman, vice-chairman and secretary-general of the Foundation must meet the following conditions:
(1) have a greater influence in the business field of the Foundation;
(2) the chairman, vice-chairman and secretary-general of the Foundation's maximum age of 70 years old, and the secretary-general is a full-time position;
(3) be in good health and be able to adhere to the normal work;
(4) the Foundation shall have a board of trustees, vice-chairman and secretary-general of the Foundation, who shall be elected from among the trustees. /p>
(d) have full capacity for civil behavior.
Article 24 A person who has one of the following circumstances cannot be the chairman, vice-chairman, or secretary-general of the Foundation:
(1) belonging to the current state employees;
(2) sentenced for a crime to control, detention, or fixed-term life imprisonment, the date of completion of the execution of the sentence is less than five years;
(3) sentenced to deprivation of political rights or has been sentenced to a crime is being executed period or has been sentenced to deprivation of political rights;
(4) having full civil capacity. political rights is being executed or has been sentenced to deprivation of political rights;
(4) has served as chairman, vice-chairman, or secretary-general of a foundation whose registration has been revoked due to a violation of law, and is personally responsible for the violation of law of the foundation, and not more than five years have elapsed since the date of the revocation of the foundation.
Article 25 Hong Kong residents, Macao residents, Taiwan residents and foreigners who serve as vice chairman of the board of directors or secretary general of the Foundation shall not reside in mainland China for less than three months each year.
Article 26 The Chairman, Vice Chairman and Secretary General of the Foundation shall be appointed for a term of five years and shall not be reappointed for more than two consecutive terms. Due to special circumstances need to be re-elected for more than one term, shall be voted by the Board of Directors in a special procedure, reported to the business unit in charge of the 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 mainland China.
The legal representative of the Foundation shall be held responsible for any violation of the Regulations on the Administration of Foundations and these Articles of Association during the term of office of the legal representative of the Foundation. In the event of any violation of law by the Foundation or any loss of the Foundation's property due to the negligence of the legal representative, the legal representative shall be held personally liable.
Article 28 The chairman of the Foundation shall exercise the following powers and functions:
(1) to convene and preside over the meetings of the Council;
(2) to check the implementation of the resolutions of the Council;
(3) to sign important documents on behalf of the Foundation;
(4) to formulate the work plan of the Council and to put it into practice;
(5) other powers and functions conferred by the Articles and the Council. other powers and functions assigned by the Board of Directors.
The vice president of the Foundation and the secretary-general work under the leadership of the president of the Board of Directors, the secretary-general exercises the following powers and functions:
1, preside over the day-to-day work of the Foundation, and organize the implementation of the resolutions of the Board of Directors;
2, formulate plans for the fund-raising, management and use of funds;
3, formulate the Foundation's important rules and regulations of the management of the Foundation, and submit them to the Board of Directors for approval;
4, nominate candidates for the appointment of deputy secretary-general or assistant secretary-general, propose the dismissal of deputy secretary-general or assistant secretary-general, and submit them to the council for decision;
5, decide on the appointment of the head of each department and the hiring of full-time staff, and recommend and lead a socially responsible and effective management team of the secretariat;
6, the statutes and other powers and functions conferred by the council.
Chapter IV Management and Use of Properties
Article 29 The Foundation is a public foundation, and the income of the Foundation is derived from:
(1) the income from the organization of fund-raising;
(2) voluntary donations from natural persons, legal persons, or other organizations;
(3) income from investments;
(4) other lawful incomes and so on.
Article 30 The Foundation shall comply with laws and regulations in organizing fundraising and accepting donations, and shall conform to the purposes and business scope of public welfare activities as stipulated in the Articles of Association.
Organization of Article 31 of the Foundation fund-raising, shall be announced to the community to carry out public welfare activities after the funds raised and the detailed use of funds plan. Major fund-raising activities shall be reported to the business unit in charge and the registration authority for the record.
The Foundation shall not organize fund-raising, in any form, or disguised as amortization.
Article 32 of the Foundation's property and other income is protected by law, no unit or individual shall encroach on, private, misappropriation.
Article 33 of the Foundation in accordance with the provisions of the Constitution of the purpose and public welfare activities of the business scope of the use of property; donation agreement specifies the specific use of donations, according to the agreement on the use of the donation.
To accept the donation of materials can not be used in line with the purpose of the Foundation, the Foundation can be auctioned or sold in accordance with the law, the proceeds for the purpose of the donation.
Article 34 The Foundation's property shall be used mainly for:
(1) carrying out Red Cross humanitarian relief activities;
(2) financing and supporting social welfare undertakings in the fields of medical care, education, the elderly, and poverty alleviation.
Article 35: The major investment activities of the Foundation refer to:
(1) annual investment plans;
(2) investment activities of more than 5 million yuan.
The Foundation's major fund-raising activities refer to:
(1) national fund-raising activities that are subject to approval in accordance with the provisions of national laws;
(2) fund-raising activities that are expected to raise more than 10 million yuan;
(3) fund-raising activities outside the country.
Article 36 The Foundation realizes the preservation and appreciation of 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 the public welfare undertakings stipulated in the Articles of Association shall not be less than 70% of the total income of the previous year.
The Foundation's staff salary and welfare and administrative office expenses shall not exceed 10% of the total expenses of the year.
Article 38: The Foundation shall disclose to the public the types of public welfare funding programs and the application and evaluation procedures.
Article 39 of the donor has the right to inquire about the Foundation's use of donated property, management, and put forward comments and suggestions. For the donor's inquiry, the Foundation shall promptly and truthfully reply.
The Foundation violates the donation agreement to use the donated property, the donor has the right to request the Foundation to comply with the donation agreement or to the people's court to apply for the revocation of the donation behavior, the lifting of the donation agreement.
Article 40 of the Foundation may enter into an agreement with the recipient to agree on the funding method, the amount of funding, as well as the use of funds and use.
The Foundation has the right to supervise the use of funding. The Foundation has the right to terminate the funding agreement if the recipient fails to use the funding according to the agreement or violates the agreement in other cases.
Article 41 of the Foundation shall implement the national unified accounting system, accounting in accordance with the law, establish and improve the internal accounting supervision system, to ensure that the accounting information is legal, true, accurate and complete.
The Foundation accepts the tax supervision and accounting supervision implemented by the competent tax and accounting authorities in accordance with the law.
Article 42 The Foundation is equipped with accountants with professional qualifications. The accountant shall not be a cashier at the same time. When accounting personnel transfer their jobs or leave their jobs, they must complete the handover procedures with the receiver.
Article 43 of the Foundation from January 1 to December 31 each year for the business and accounting year, before March 31 each year, the Board of Directors to finalize the following matters:
(a) the previous year's business report and final accounts of income and expenditures;
(b) the current year's business plan and budget of income and expenditures;
(c) the property inventory of the current year's donor Roster and related information.
Article 44 The Foundation shall conduct financial audits for annual inspection, renewal, replacement of legal representatives and liquidation.
Article 45 of the Foundation in accordance with the "Regulations on the Administration of Foundations" to accept the annual inspection organized by the registration authority.
Article 46 After the Foundation passes the annual inspection by the registration authority, it shall publish its annual work report in the media designated by the registration authority to accept public inquiry and supervision.
Chapter V Termination and Disposal of Remaining Property
Article 47 The Foundation shall be terminated under any of the following circumstances:
(1) when it accomplishes the purposes stipulated in the Articles of Association;
(2) when it is unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the Articles of Association;
(3) when there is a separation or merger of the Foundation.
Article 48 The termination of the Foundation shall be reported to the operational supervisory unit for examination and consent within 15 days after the vote of the Board of Directors. Within 15 days after the review and approval of the business unit in charge, apply to the registration authority for deregistration.
Article 49 Before the Foundation is registered for deregistration, it shall set up a liquidation organization under the guidance of the registration authority and the operational supervisory unit to complete the liquidation work.
The Foundation shall apply to the registration authority for deregistration within 15 days from the date of completion of liquidation; no activities other than liquidation shall be carried out during the liquidation period.
Article 50: The remaining property of the Foundation after liquidation shall be used for public welfare purposes in the following ways under the supervision of the operational supervisory unit and the registration authority:
(1) to finance public welfare undertakings organized;
(2) to be donated to the Red Cross Society of China.
If it is not possible to deal with it in the above manner, the registration authority shall organize the donation to a social welfare organization of the same nature and purpose as the Foundation and announce it to the public.
Chapter VI Revision of the Articles of Association
Article 51 The revision of the Articles of Association shall be submitted to the competent business unit for review and consent within 15 days after the vote of the Board of Directors. After review and approval by the business unit in charge, it shall be reported to the registration authority for approval.
Chapter VII Bylaws
Article 52 of this Constitution was adopted on August 5, 2008 by the second five Council.
Article 53 The power of interpretation of these bylaws belongs to the Council.
Article 54These statutes shall come into effect on the date of approval by the registration authority.