Chapter I General Provisions
Article 1 The name of the Foundation is China International Medical Foundation. The English translation of the name "China International Medical Foundation", referred to as "CIMF".
Article 2 The China International Medical Foundation (hereinafter referred to as the Foundation) is a legal person formally approved and registered by the Ministry of Civil Affairs of the People's Republic of China, initiated and founded by the Chinese Medical Association. The Foundation is a public foundation.
The geographic scope of the Foundation's public fundraising is: the whole country.
Article 3 The purpose of the Foundation is to promote international medical exchanges, to raise and accept domestic and foreign donations of funds and materials, and to actively carry out social public welfare undertakings for the cause of China's health care and medical modernization services.
Article IV The Foundation's original fund amounted to four million yuan from donations.
Article 5 The registration authority of the Foundation is the Ministry of Civil Affairs, and the unit in charge of business is the Ministry of Health.
Article 6 The domicile of the Foundation is No. 42, Dongsi West Street, Beijing, 100710.
Chapter II Scope of Business
Article 7 The scope of business of the Foundation's public welfare activities.
(1) To raise funds and accept donations.
(2) To undertake international liaison matters entrusted by domestic and foreign medical groups or individuals, including the organization of various international medical exchanges; to receive visiting medical groups or individuals; to undertake conferences and meetings and exhibitions of medical technology and equipment during the meetings.
(3) Selecting and sending personnel abroad for further training or technical cooperation; accepting foreign visiting scholars to China for further training or cooperative research; and supporting or financing participation in international academic organizations or academic conferences under necessary and possible conditions.
(4) The Foundation will use the collected funds for medical exchanges and funding of domestic incentives, including:
1. Organizing medical teams to carry out medical and health care and lecturing activities in old revolutionary bases, remote areas and areas inhabited by ethnic minorities.
2. Training medical personnel for the grassroots (rural) level in a way that is funded by the donor's will.
3. Organize nationwide charity clinics.
4. Setting up various special funds and scholarships for rewarding activities.
Chapter III: Organization and Person in Charge
Article 8 The Foundation shall have a board of directors consisting of 10 members.
The term of office of the directors of the Foundation shall be five years, and the term of office shall expire at the end of which the directors shall be re-elected.
Article IX Qualifications of Directors:
(1) Recognition of the Foundation's constitution and dedication to public welfare;
(2) Influence in the field of medical technology;
(3) Ability to promote the development of related causes.
Article X: Generation and Removal of Directors:
(1) The first directors shall be nominated by the business unit in charge, the major donor, and the initiator respectively and **** determined by the same consultation.
(2) Council re-election, by the business unit, the Council, the major 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 term of directors.
(C) the removal and addition of directors shall be voted on by the Council, reported to the business unit in charge of the review and consent;
(D) the results of the election and removal of the directors shall be reported to the registration authority for the record.
Article XI Rights and Obligations of Directors:
(1) Have the right to elect and be elected;
(2) Participate in the activities of the Foundation in accordance with the Articles of Association;
(3) Deliberate on and supervise the work of the Foundation and put forward opinions and suggestions;
(4) Abide by the Articles of Association and implement the resolutions of the Council;
(5) Dedication, best efforts, diligence and responsibility to engage in the public welfare of the Foundation, and safeguard the legitimate rights and interests of the Foundation.
Article 12 The decision-making body of the Foundation is the Council. The Board of Directors shall exercise the following powers and functions:
(1) to formulate and amend the articles of association;
(2) to elect and dismiss the chairman, vice-chairman and secretary-general;
(3) to decide on plans for major business activities, including plans for fund-raising, management and use of funds;
(4) to decide on the annual budget for income and expenditure and final accounts;
(5) to formulate an internal management system;
(6) to decide on the management of the Foundation; and
The Board of Directors shall be responsible for the management of the Foundation's activities. management system;
(vi) deciding on the establishment of offices, branches and representative organizations;
(vii) deciding on the appointment of deputy secretaries-general nominated by the secretary-general and the main heads of organizations;
(viii) listening to and deliberating on the secretary-general's work report, and inspecting the work of the secretary-general;
(ix) deciding on the foundation's division, merger or termination;
(j) Decide on other important matters.
Article 13 The Board of Directors shall meet twice a year. The chairman of the board of directors shall be responsible for convening and presiding over the meetings of the board of directors.
A council meeting must be convened if 1/3 of the council members propose it. If the chairman of the board of directors can not be convened, the proposed 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: A meeting of the Board of Directors shall be convened with the attendance of more than two-thirds of the directors; the resolution of the Board of Directors shall be valid only if it is passed by a majority of the directors present.
Resolutions on the following important matters shall be valid only if they are passed by a majority of the members present:
(1) Amendment 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 15 p>
Article 15 The meetings of the Board of Directors shall produce minutes. If a resolution is formed, the minutes shall be made on the spot and reviewed and signed by the attending directors. Council resolutions in violation of laws, regulations or the provisions of the bylaws, resulting in the Foundation suffered losses, the directors involved in the resolution shall be held liable. 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 The Foundation shall have one supervisor. The term of office of the Supervisor shall be the same as that of the Director, and the Supervisor may be reappointed at the end of the term.
Article 17 The directors, close relatives of the directors and the financial and accounting personnel of the Foundation shall not be appointed as supervisors.
Article 18 Generation and Removal of Supervisors:
(1) Supervisors shall be selected by major donors;
(2) Supervisors shall be selected by the registration authority according to the needs of the work;
(3) Supervisors shall be changed in accordance with the procedures for their generation.
Article 19 Rights and Obligations 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, business administration units, and tax and accounting authorities.
Supervisors shall abide by relevant laws and regulations and the foundation's articles of association, and faithfully fulfill their duties.
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 relevant matters when their personal interests are related to the interests of the Foundation; the directors, supervisors and their close relatives shall not have any transactions with the Foundation.
Article 22 The Board of Directors shall have a chairman, vice-chairman and secretary-general, who shall be elected from among the directors.
Article 23 The chairman, vice-chairman and secretary-general of the Foundation must meet the following conditions:
(1) having a great influence in the business field of the Foundation;
(2) the maximum age of the chairman, vice-chairman and secretary-general shall not be more than 70 years of age, and the secretary-general shall be a full-time position;
(3) having a good health, and able to insist on his normal work;
(4) having a good health, and able to insist on his normal work;
(5) having an average age of 30 years. /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) a state employee in active service;
(2) a person who has been sentenced for a crime to control, detention, or fixed-term imprisonment for a period of time, and the date of completion of the execution of the sentence is less than five years;
(3) a person who has been sentenced for a crime to deprivation of political rights during the execution or has been sentenced to deprivation of political rights during the execution or has been sentenced to deprivation of political rights during the execution. 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 the chairman, vice-chairman or secretary-general of the Foundation shall not reside in mainland China for 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, with no more than two consecutive terms. If they need to be reappointed for more than one term due to special circumstances, they shall be approved by the Board of Directors through a special procedure, reported to the business unit in charge for examination and approved by the registration authority before they can take office.
Article 27 The chairman of the Foundation shall be the legal representative of the Foundation. The legal representative of the Foundation shall 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 Board of Directors;
(2) to check the implementation of the resolutions of the Board of Directors;
(3) to sign important documents on behalf of the Foundation;
(4) to coordinate the work of various organizations.
The Foundation's vice president and secretary-general work under the leadership of the president of the Board of Directors, the secretary-general exercises the following powers and functions:
(a) presiding over the conduct of day-to-day work, and organizing the implementation of the resolutions of the Board of Directors;
(b) organizing the implementation of the Foundation's annual plan of public welfare activities;
(c) formulating the plan of fund-raising, management and use of funds;
(d) formulating internal management rules and regulations of the Foundation;
( (d) formulate the internal management rules and regulations of the Foundation and submit them to the Board of Directors for approval;
(e) propose the appointment or dismissal of the Deputy Secretary General and the Treasurer, to be decided by the Board of Directors;
(f) propose the appointment or dismissal of the principal officers of each organization, to be decided by the Board of Directors;
(g) decide on the employment of full-time staff of each organization;
(h) other authorities conferred by the Articles of Incorporation and the Board of Directors. 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. donations;
2. income from organizing fund-raising;
3. income from carrying out activities or services within the approved scope of business;
4. investment income;
5. other legitimate income. >5. Other lawful income.
Article 30 The Foundation shall abide by the laws and regulations in organizing fund-raising and accepting donations, and shall conform to the purposes and business scope of public welfare activities as stipulated in the Articles of Association.
Article 31 The Foundation shall announce to the public the public welfare activities to be carried out after the funds raised and the detailed plan for the use of funds. 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 The property and other income of the Foundation shall be protected by law, and no unit or individual shall misappropriate, privatize, or misappropriated.
Article 33 The Foundation uses the property in accordance with the purposes and business scope of public welfare activities as stipulated in the Articles of Association; donations whose specific use is specified in the donation agreement shall be used in accordance with the agreement of the donation.
Accepted donations 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 property of the Foundation shall be used mainly for:
(1) undertakings within the scope of business and in conformity with the purposes;
(2) social welfare undertakings;
(3) special funds established according to the needs of business.
(iv) Subsidized and rewarded programs in accordance with the wishes of the donors.
Article 35 The major fund-raising and investment activities of the Foundation refer to:
(1) public welfare activities to promote medical science and technology and popular science and culture in the society;
(2) public welfare fund-raising activities for institutions, organizations, and individuals at home and abroad;
(3) investment activities in conformity with the purposes of the Foundation.
Article 36 The Foundation shall realize 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 public welfare undertakings stipulated in the Articles of Association shall not be less than 70% of the total income from public welfare undertakings of the 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 it conducts, as well as the application and evaluation procedures.
Article 39 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 dissolution of the donation agreement.
Article 40 The Foundation may sign an agreement with the recipient to agree on the method of funding, the amount of funding, as well as the purpose and use of funds.
The Foundation has the right to supervise the use of the funding. The Foundation has the right to terminate the agreement if the recipient fails to use the funds as agreed or violates the agreement in other cases.
Article 41 The Foundation shall implement the national unified accounting system, conduct accounting in accordance with the law, establish and improve the internal accounting supervision system, and 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 The Foundation shall have a business and accounting year from January 1 to December 31 of each year, and the Board of Directors shall finalize the following matters before March 31 of each year:
(1) the business report of the previous year and the final account of the income and expenditure of the funds;
(2) the business plan of the current year and the budget of the income and expenditure of the funds;
(3) an inventory of the property.
Article 44 The Foundation shall be subject to financial auditing when it conducts annual inspection, renewal, replacement of legal representatives and liquidation.
Article 45 The Foundation shall accept the annual inspection organized by the registration authority in accordance with the Regulations on the Administration of Foundations.
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 for public inquiry and supervision.
Chapter 5 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 the Foundation undergoes a separation or merger;
Art. Article 48 The termination of the Foundation shall be reported to the competent unit for examination and consent within 15 days after the vote of the Board of Directors. Within 15 days after the review and approval by the business unit in charge, it shall apply to the registration authority for deregistration.
Article 49 Before applying for deregistration, the Foundation shall set up a liquidation organization under the guidance of the registration and management authorities and the operational supervisory unit to complete the liquidation work.
The Foundation shall apply for deregistration with the registration authority 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 the cancellation shall be used for public welfare purposes under the supervision of the operational supervisory unit and the registration authority in the following ways:
Transferred to other foundations of the same nature with similar purposes to carry out public welfare activities in line with the wishes of the donors.
If the donation cannot be handled in the above manner, the registration and management organ 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 Any revision of the Articles of Association shall be submitted to the business administration 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 The present articles of association were adopted by the Council on November 30, 2004 by a vote.
Article 53 The power of interpretation of these bylaws belongs to the Council.
Article 54 This Constitution shall enter into force on the date of approval by the registration authority.