Article 2 The Foundation is a national public offering foundation, and the areas that donate to the public are China and the countries and regions that allow the Foundation to donate.
Article 3 The mission of the Foundation is to help young people improve their abilities and improve their growth environment through financial services, interest expression and social advocacy.
The foundation advocates the values of "social responsibility, innovation and enterprising, people-oriented and pursuing Excellence".
Article 4 The original capital of the Foundation is RMB 8 million, which comes from the income from donations, voluntary donations from natural persons, legal persons or other organizations, investment income and other lawful income as stipulated in the Articles of Association.
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 Central Committee of the Communist Youth League of China.
Article 6 The domicile of the Foundation is No.51Wangjing West Road, Chaoyang District, Beijing. Article 7 The business scope of public welfare activities of the Foundation is:
(a) according to the mission of the foundation, organize the implementation of funding, services and disaster relief assistance projects;
(2) Organizing and sponsoring activities beneficial to the physical and mental health of teenagers;
(three) support and organize the implementation of the development of scientific research and non-profit organizations for young people;
(four) to reward outstanding young talents and individuals and groups that have made outstanding contributions to the cause of youth;
(five) to carry out friendly exchanges and cooperation with compatriots in Taiwan Province, Hong Kong and Macao, overseas Chinese, foreign friendly groups and people, international youth organizations and non-profit organizations. Article 8 The Foundation consists of 25 directors.
The term of office of the directors of the foundation is 4 years, and they can be re-elected if they are re-elected.
Article 9 Qualifications of directors:
(1) Having research or management experience in a certain field, having made unique achievements in this field and enjoying high personal prestige;
(2) identify with the mission and objectives of the Foundation, and volunteer service council;
(3) Having a strong sense of responsibility for public interests, and being able to participate in deliberation and decision-making independently, objectively and prudently based on the principles of fairness, impartiality and openness;
(4) Respect the multi-culture of the Council and have strong deliberation and decision-making skills and interpersonal communication skills;
(5) Those who have close relatives shall not serve on the board of directors at the same time.
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) The number of directors, composition and candidate scheme of the new Council shall be approved by the competent business unit and put forward by the last Council;
(3) In principle, the number of directors reelected at the general election of the Council shall not be less than one quarter of the total number of directors;
(4) The removal or addition of directors shall be approved by the competent business unit and voted by the board of directors;
(5) The results of election and recall of directors shall be reported to the registration authority for the record.
Article 11 Rights and obligations of directors:
(1) Directors should know the internal management policies and project operation mode of the Foundation, master the legal system and external environment of non-profit organizations, fully express their opinions at board meetings and exercise their voting rights on voting matters;
(two) the directors have the right to question the documents and materials submitted to the meeting of the board of directors and ask for explanations;
(3) The directors have the right to propose to the chairman to convene an interim meeting or a special meeting;
(4) The directors have the right to consult the archives and documents of the Foundation or meet with the staff of the Foundation to learn about the situation and make inquiries or investigations on the special work of the Foundation;
(5) Directors shall abide by the articles of association of the China Youth Foundation, obey the decisions of the board of directors, faithfully perform their duties, safeguard the interests of the Foundation and its board of directors, and shall not use their powers in the Foundation for their own personal gain, occupy or misappropriate the property of the Foundation, or engage in activities that harm the interests of the Foundation;
(6) Directors have the obligation not to disclose the secrets of the Foundation according to regulations, and shall not speak on behalf of the Council and the Foundation without authorization;
(7) Directors attend the meetings of the board of directors or professional groups three to five times a year, each time lasting three to six hours, to prepare professional opinions on topics and put forward policy-related suggestions;
(eight) the directors shall carefully read the financial report of the foundation, make prudent decisions on the control and operation of funds, and earnestly fulfill the fiduciary responsibility of public property;
(9) Directors should grasp the competitive advantages, disadvantages and needs of the Foundation, and have the obligation to expand the resource network and mobilize social forces to provide support for the sustainable development of the Foundation and its various undertakings;
(X) Directors should support the work of the Secretary-General, establish a benign interactive relationship and not interfere in the administrative affairs of the Secretariat and the work within its scope of duties;
(11) Directors have the responsibility to recommend new candidates for directors;
(12) Directors shall participate in the self-assessment of the Council and objectively evaluate the ability and performance of the Council.
Article 12 The decision-making body of the foundation is the board of directors.
The Council shall perform the following duties:
(1) To formulate and revise the articles of association of the China Youth Foundation and decide on the mission, strategy and objectives of the Foundation;
(two) to elect and recall the chairman, vice chairman, secretary general and directors;
(3) Deciding on plans for major business activities, including plans for fund raising, management and use; Deciding on the principles, strategies, methods and major investment matters of fund assets operation;
(4) Deciding the annual budget and final accounts, supervising and moderately controlling the financial execution process, and selecting an independent accounting firm to audit the annual financial statements;
(5) Formulating the policies of the Foundation, including accounting policies, personnel remuneration policies, major public welfare project management policies, etc., to ensure the effectiveness of decision-making and the efficiency, procedures, value creation and error correction capabilities embodied in the decision-making process;
(six) to decide on the establishment, alteration and cancellation of offices, branches and representative offices;
(seven) to decide on the appointment and removal of the Deputy Secretary General and the person in charge of finance proposed by the Secretary General;
(eight) to listen to and consider the work report of the Secretary-General, inspect the work of the Secretary-General, give support to the work of the Secretary-General and evaluate his performance;
(nine) to ensure that the foundation's behavior conforms to laws, regulations and ethics, with transparency and credibility, and to avoid conflicts of interest between directors and the foundation;
(10) Develop good relations with the public, establish a continuous and stable resource network, and ensure that the Foundation has sufficient resources to achieve its strategic and financial goals;
(eleven) to improve the public status of the foundation, approve the information disclosure plan, publicize the results, and expand the influence of the foundation at home and abroad;
(twelve) summarize and evaluate the work of the Council, improve organizational efficiency;
(thirteen) to decide on the division, merger or termination of the foundation;
(fourteen) to decide other important matters.
Article 13 The Council shall meet at least twice a year. Major issues not specified in the articles of association can be held by telephone conference and other communication tools. The board meeting shall be convened and presided over by the chairman or the vice-chairman authorized by the chairman.
One third of the directors suggested 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 A meeting of the board of directors can only be held when more than two thirds of the directors are present. The board meeting shall be attended by the directors themselves. If a director is unable to attend the board meeting for some reason, he may entrust an agent to attend the board meeting in writing, and the power of attorney shall specify the scope of authorization.
The resolution of the board of directors shall be valid only if it is approved by more than half of all directors. Resolutions on the following important matters shall be valid only if they are approved by more than two thirds of all 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.
Directors may exercise their voting rights through authorization or communication.
Article 15 Minutes shall be kept at the meeting of the board of directors, and directors have the right to request explanatory records of their speeches at the meeting. Where a resolution is made, minutes of the meeting shall be made, and the directors present at the meeting shall review the minutes and sign them. The minutes of Council meetings are kept as institutional archives for a long time.
If the Board of Directors makes improper decisions in violation of the Regulations on the Administration of Foundations or the Articles of Association, thus causing property losses to the Foundation, the directors involved in the decision-making shall bear the corresponding liability for compensation, but those who object to the voting and record it in the minutes of the meeting may be exempted from liability.
Article 16 The Foundation shall have 3 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 of the Foundation, their close relatives and accountants shall not serve as supervisors.
Article 18 Election and removal of supervisors:
(1) The supervisors shall be selected by the major donors and the competent business unit 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) The supervisor shall check the financial and accounting information of the Foundation according to the procedures stipulated in the Articles of Association;
(two) to supervise the compliance of the Council with laws and regulations;
(3) The supervisor has the right to raise questions and suggestions to the board of directors, and report the situation to the registration authority, business authorities and tax and accounting authorities.
Twentieth directors who receive remuneration from the foundation shall not exceed one-third 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. The Foundation provides necessary expenses for directors and supervisors to work in the Foundation, including office expenses, research expenses and travel expenses. The working expenses of directors and supervisors are included in the management expenses of the foundation.
Twenty-first directors' personal interests are related to the interests of the foundation, and they shall not participate in the decision-making of related matters; Directors, supervisors and their close relatives 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. The director shall be nominated by the competent business unit, and the Secretary-General shall be recommended by the competent business unit and nominated by the director. The vice-chairman and the secretary-general are full-time.
Twenty-third chairman, vice chairman and secretary general must meet the following conditions:
(1) The chairman and vice-chairman should have great influence in the social and economic fields, be experienced, knowledgeable, fair and honest, have a democratic style of work, and be no more than 65 years old;
(2) The Secretary-General should have great influence in the foundation's business field, have the quality of senior managers of non-profit organizations recognized by the industry and have professional knowledge in this industry, and be no more than 60 years old;
(3) Being in good health and able to work normally;
(4) Having full capacity for civil conduct.
Twenty-fourth any of the following circumstances, shall not serve as chairman, vice chairman or secretary general:
(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 chairman, vice chairman and secretary general should be held by China mainland residents. Hong Kong residents, Macao residents, Taiwan Province residents and foreigners serving as vice-chairmen shall stay in the Mainland for at least three months each year.
Article 26 The term of office of the chairman, vice-chairman and secretary-general shall be four years, and the re-election shall not exceed two terms. If it is necessary to be re-elected for the second term due to special circumstances, it must be approved by the competent business unit and the registration authority, and more than two-thirds of all directors of the board of directors can take office.
Article 27 The chairman of the board is the legal representative. The legal representative of the foundation does not concurrently serve as the legal representative of other organizations.
If the legal representative of the foundation exceeds his authority and neglects his duty, resulting in illegal acts or property losses of the foundation, the legal representative shall bear personal responsibility according to law.
When the legal representative of the foundation leaves his post, he shall conduct an economic responsibility audit during his term of office.
Article 28 The chairman shall exercise the following functions and powers:
(1) Convening and presiding over the meetings of the Council;
(two) to formulate and implement the work plan of the Council;
(3) urging the directors to perform their duties correctly.
(four) to check the implementation of the decisions of the Council;
(5) Two-way communication with directors and secretariat;
(6) Signing or authorizing the signing of relevant documents on behalf of the Foundation;
(7) Other functions and powers entrusted by the Council.
If necessary, the chairman may authorize the resident vice chairman to exercise the above-mentioned relevant functions and powers.
Article 29 The Council shall establish an executive group and a professional group. The establishment and adjustment of the senior management team and professional team shall be proposed by the chairman and decided by the board meeting. The executive team and professional team are responsible to the Council and have no decision-making power.
(1) The Board shall set up an implementation team. Executive Team 1 Convenor, with the resident vice chairman concurrently. The executive team is responsible for the daily work of the Council, including preparing for the Council meeting and determining the meeting procedures and topics; To prepare and implement the work budget of the Council; Implement the appointment of new directors; Organize the self-assessment of the Council; Perform other tasks decided by the Council. When the Council is not in session, with the consent of the chairman, the executive team can handle emergency affairs and make a report at the Council meeting.
(two) the Council may set up a number of professional groups as needed. Each professional group has 1-2 conveners respectively, and the vice chairman or director concurrently holds the post. As the internal division of labor of the Council, the professional group is responsible for investigating and studying some special matters and forming suggestions as the basis for the decision-making of the Council.
(3) When necessary, the executive team and professional team of the Council can attract non-director experts and senior managers of the Foundation to participate.
Article 30 The Council may set up honorary posts according to needs.
Article 31 The Council shall have a secretariat. The secretariat is the executive body of the Council, and carries out daily work under the leadership of the Council.
The Secretariat shall have a Secretary-General and several Deputy Secretaries-General, who shall be responsible to the Secretary-General.
The Deputy Secretary-General is nominated by the Secretary-General and decided by the Council. According to needs, the secretariat may have several part-time Deputy Secretaries-General.
Article 32 The Secretary-General shall exercise the following functions and powers:
(a) to preside over the daily work of the Council and organize the implementation of the resolutions of the Council; To implement the policies formulated by the Council and undertake and complete the work objectives and tasks entrusted by the Council;
(2) To formulate business development plans and major project plans and submit them to the Council for decision;
(3) Establish, develop and support the interactive and continuous cooperative relationship with the major customers identified by the board of directors as service groups;
(four) to promote the realization of the financial objectives of the foundation, to ensure that the donation income and subsidy expenditure are normal, and to ensure that the expenditure and subsidy structure is reasonable;
(five) according to the principles of the board of directors on asset operation, specifically assume the responsibility of asset management, and realize the safe operation and preservation and appreciation of assets;
(six) recommend and lead the secretariat management team with social responsibility and effectiveness, and put forward opinions and suggestions on adjusting posts or jobs for incompetent;
(7) Selection of enthusiastic and professional staff, rational appointment, establishment of management mechanism for survival of the fittest, so that human resources can meet the needs of work and development;
(8) Cohesing foundation culture, advocating and cultivating professionalism;
(9) Communicate with the directors, cooperate with the chairman and vice chairman to realize information sharing and provide support for the decision-making of the board of directors;
(10) Regularly report to the board of directors the annual work progress and the implementation of the financial plan, as well as the progress of long-term actions taken to implement the strategic plan, and accept the supervision and inspection of the board of directors and the board of supervisors. Article 33 The Foundation is a national 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;
(3) Investment income;
(4) government appropriation or appropriation;
(5) Other lawful income.
Article 34 When organizing fundraising and accepting donations, foundations shall abide by laws and regulations, and conform to the purposes stipulated in the articles of association and the business scope of public welfare activities.
Article 35 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 36 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 37 The 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.
If donated materials cannot be used for foundation purposes, they can be auctioned, sold for charity or sold according to law, and the proceeds will be used for donation purposes.
Article 38 The property of the Foundation shall be mainly used for:
(a) the cost of business activities;
(2) management expenses;
(3) financing costs;
(four) the preservation and appreciation of assets;
(5) Other expenses decided by the Council.
Article 39 The main fund-raising activities of the Foundation refer to:
(a) according to the provisions of national laws need approval or national donations;
(two) donations with an estimated amount of more than 50 million yuan;
(3) raising funds abroad;
(4) Other activities that the Council considers to have a significant impact on the Foundation.
The main investments of the Foundation are:
(a) the annual investment plan;
(2) The amount of equity investment is higher than 6,543,800 yuan;
(three) the annual investment plan amount is higher than 20 million yuan, that is, investment in stock funds and hybrid funds.
Fortieth foundations shall maintain and increase the value of funds in accordance with the principles of legality, safety and effectiveness.
Article 41 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 10% of the total expenditure of the current year.
Forty-second when the foundation carries out public welfare funded projects, it shall disclose the types of public welfare funded projects and the application and evaluation procedures.
Forty-third donors have the right to inquire about the use and management of property donated by themselves or the foundation, and put forward opinions and suggestions. Donors' inquiries should be answered truthfully and promptly.
If the foundation uses the 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 to cancel the donation or terminate the donation agreement.
Article 44 A foundation may sign an agreement with the donee 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 recipient fails to use the grant as agreed or violates the agreement, the Foundation has the right to terminate the grant agreement.
Article 45 The Foundation shall implement the Accounting System for Non-profit Organizations formulated by People's Republic of China (PRC) and the Ministry of Finance, 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 46 The Foundation is equipped with accountants with professional qualifications. 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 47 The fiscal year of the Foundation is from 65438+ 10/to 65438+February 3 1 on the Gregorian calendar. The annual financial accounting report shall be audited by an accounting firm and submitted to the board of directors for consideration before March 3 1. The Council shall review 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;
(4) Announcement of the annual financial accounting report.
Article 48 The foundation shall conduct annual inspection, change of appointment, change of legal representative, liquidation and financial audit.
Forty-ninth foundations shall accept the annual inspection organized by the registration authority in accordance with the provisions of the Regulations on the Administration of Foundations.
Article 50 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. Article 51 The Foundation shall be terminated under any of the following circumstances:
(a) to complete the mission stipulated in the articles of association;
(two) unable to continue to engage in public welfare activities in accordance with the mission stipulated in the articles of association;
(3) Division or merger of foundations.
Article 52 If the foundation is terminated, it shall be reported to the competent business unit for review within 15 days after it is voted by the board of directors. Apply to the registration authority for cancellation of registration within 15 days after the approval of the competent business unit.
Article 53 Before going through the cancellation of registration, the foundation shall set up a liquidation organization under the guidance of the registration authority and the competent business unit 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 54 The remaining property after the cancellation of the foundation shall be used for the cause related to the purpose of the foundation under the supervision of the competent business unit and the registration authority in accordance with the relevant provisions of the state.
If it cannot be handled in the above way, the registration authority will organize donations to social welfare organizations with the same nature and mission as the foundation and announce them to the public. Article 56 The Articles of Association was adopted by voting at the second meeting of the seventh Council on March 28th, 2004.
Article 57 The right to interpret the Articles of Association belongs to the Council.
Article 58 The Articles of Association shall come into force as of the date of approval by the registration authority.