China Social Assistance Foundation Constitutions

Chapter I  General

 

Article 1  The officail name of the Foundation is "China Social Assistance Foundation",  CSAF is the abbreviation.

Article 2  The Foundation is a public offering fund.
The geographical scope of public offering is China and the regions in which the financing and donation of our foundation is permitted.

Article 3  Objectives of our foundation: charity collection at home and abroad, promoting Chinese traditional virtues, helping destitute urban and rural populations, promote the development of social assistance. The operation of our activities will be carried out in accordance with local laws, regulations and policies.

Article 4  Our endowment funds total RNB is10 million, origination from funds raised through donation.

Article 5  Our foundation is registered and managed by the Ministry of Civil Affairs. Our supervisory work unit is also the MInistry of Civil Affairs.

Article 6  Address of the Foundation: No 45 Building, North Xinhua Street, Xuanwu District.

 

Chapter II  Scope of Business

 

Article 7  The scope of business is:

(1) We shall organize and conduct annual and special fund-raising to accept the donation from channels by groups both from home and abroad;

(2) Carry out the social assistance cause such as living assistance, medical assistance, educational assistance and other social assistance works.;

(3) Support urban and rural poor to improve living conditions via a variety of ways;

(4) Support social research and propaganda cooperation on the international social assistance, provide relevant advisory services on social relieving affairs;

(5) Awarding  the outstanding contribution groups and individuals ;

(6) Manage the collection and use of funds, increasing the value of the Fund, in accordance with relevant laws.

Chapter III  Organization & Structure

 

Article 8  The Board of the Foundation has 5-15 members.

Term of the office members of the Foundation is one year, with the right to be re-elected.

Article 9  Qualifications for Board Members:

(1) Support the constitution of the Foundation;

(2) Possess a good social reputation;

(3) Keep a historical record of social charity contribution;

(4) Possess  a considerable social influence.

Article 10  Election and Dissolution of the Board:

(1) The first council of directors are nominated and elected by the leading department, the main donors, sponsors, through their communication and negotiation.

(2) For the reelection of the council, candidates of directors are co-nominated by the departments or bureau in-charge and the main donors. They also organize the general nomination and reelection of the council, working out the list of new directors.

(3)Dismissal and re-election of members should be approved by the supervisory unit and approved by the Board.

(4) The results of elections should be reported in the registry.

(5) Close relatives may not serve in the Board.

Article 11  Rights and Responsibilities of Board members

Rights:

(1)The right to vote, to be voted and the voting rights;

(2) Recommend director candidates;

(3) Participate in the activities and the organization of the Foundation;

(4) Valuate, discuss, criticize, comment and advice on the work of the Foundation.

Responsibilities:

(1)Carry out the purposes of the Foundation;

(2) Make every effort to promote the work of social assistance;

(3) Safeguard the legitimate rights and interests of the Foundation;

(4) Carry out the resolutions of the Foundation;

(5) Complete the work of the Foundation;

(6) Take an active stance  in the raising activities of the foundation or charity.

Article 12   Policy making authority of the Foundation rests with the Board
The Board exercises the following responsibilities:

(1) Enact, amend Constitution of the Board;

(2) Elect and dismiss the Board Chairman, Vice Chairmans and Secretary-Generals;

(3) Decide on major business plans, including the raising of, management of, and spending of funds and operating principles.

(4) Create an annual budget of income and expenses,  examine and approve the final accounts;

(5) Develop an internal management systems;

(6) Make the decision to set up offices, branches and representative offices;

(7) Based on the proposal of the Secretary-General, who appoint a Vice Secretary-General and those responsible persons of units

(8) Review the report of the Secretary General on his/her work and evaluate his/her performance.

(9) Determine the Foundation's division, merger or termination.

(10) Make decisions on other major issues.

Article 13  The Board should have at least two meetings per year and the meetings should be convened and chaired by the Chairperson, who otherwise can authorize a Deputy.

When requested by 1/3 or more of the Board members, a Board meeting should be convened . If the Chairperson cannot convene such a meeting, the members may elect someone else to do so.

Board meeting notices should reach all members at least five days in advance.

Article 14 Board meeting attendance requires a quorum of 2/3 of the members.
Decisions are valid if approved by half of the members present. However, approval of 2/3 of all members is required on the following issues:

(1) Amendment on the constitution;

(2) Election or dismissal of the Chairperson, Vice Chairperson or the Deputy chairperson.and appointment or dismissal of the Secretary General;

(3) Major investment activities prescribed by the Foundation;

(4) Establishment, merger of or dissolution of the Foundation;

Article 15  Minutes of Board meetings should be taken and members can request his/her views be recorded in detail in the minutes. All resolutions should be recorded and approved and signed by the members. All minutes should be kept on file long term.

If the Board makes any decisions in violation of the Foundation Administration Regulations or procedures stipulated in this Constitution, or any decision that may result in financial loss for the Foundation, the members that take part in the decision making must bear responsibility for any related financial loss, except when the member was against the decision and had this recorded in the minutes.

Article 16   The Board has three Supervisors whose term is the same as the Board and who can be re-elected.

Article 17  Board members, their close family members and the Foundation’s financial staff cannot serve as Supervisors.

Article 18  The Appointment and Dismissal of Supervisors:

(1) To be appointed by major donors and the Foundation's supervisory work unit;

(2)To be appointed by the work unit which is responsible for the registration/administration of the Foundation;

(3) Procedures for naming a new supervisor are the same as for appointment.

Article 19  The Rights and Responsibilities of Supervisors:

Supervisors review the Foundation’s financial and accounting information to ensure it is in accordance with the provisions of the constitution, ensure the Board follows the law and the constitution, sit in on Board meetings, raise questions and make recommendations to the Board; and to report to government work units responsible for the Foundation's registration/administration and supervision as well as to government taxation and auditing authorities.

Article 20  No more than 1/3 of Board members should receive stipends from the Foundation. Supervisors and Board members who are not full-time Foundation staff should not receive remuneration. The Foundation will provide work-related expenses for the Supervisors and Board members including administrative fees, research fees, and trip expenses, etc. These expenses should be recorded as part of the Foundation’s administrative expenses.

Article 21 Board members should not take part in the making of any decision where there is a conflict of interest between personal interests and the Foundation's interests. There should be no trading of interests between the Foundation and Board members, Supervisors or their immediate family members.

Article 22  The Board has a Chairman, Vice Chairmans and Secretary-Generals who are elected from the Board members. 

Article 23  Qualifications of the Chairperson,  Vice Chairpersons and the Secretary-Generals:

(1) Be an influential member in the business society;

(2) Be under 70 years old. the Secretary-General for the full-time;

(3) Be physically healthy and able to work independently

(4) Possess common proper etiquette and manners

(5) The first president is not restricted by the 2nd  article.

Article 24  The following kinds of people cannot be Chairperson, Vice Chairperson or Secretary-Generals:

(1)Active civil servants.

(2) Those who had been convicted of a crime, sentenced, arrested, and completed sentence less than 5 years before;

(3)Those who have been deprived of political rights or had been deprived of political rights for their lifetime.

 (4)Those who had been Chairperson, Deputy Chairperson, or Executive Director of any foundation for which registration had been revoked less than 5 years before due to a violation or crime, when the person in question was liable for the violation or crime.

Article 25  The Chairperson and Vice Chairperson should be residents of mainland China. The Vice Chairpersons can be residents of Hong Kong, Macao, Taiwan or foreign nationals but should reside in China for not less than three months each year.

Article 26  Term of service for the Chairperson,  Vice Chairperson, and Secretory-Geeral is one year and could not be prolonged to more than two years. Super ssession due to special circumstances should be approved by the council through special procedure, and the result and the situation should be reported to in-charge department or bureau.

Article 27  The Chairperson is the Foundation’s legal person and cannot be the legal person of any other organization.

If the legal person acts in ways that go beyond the limits of or fail to perform duties and the result is financial losses for the Foundation, the legal person must bear individual responsibility for any related financial loss.

A financial review should be conducted when the legal person resigns from this position.

Article 28  Job Description of the Chairperson:

(1) Convene and chair the Board meeting;

(2) Oversee the implementation of the decisions made by the Board;

(3)  Sign documents on behalf of the organization or authorize someone to sign such documents;

(4) Decide on other major issues.

Vice Chairmans and the Secretary-General of the Foundation work under the leadership of the president. Duties of the Secretary General are:

(1) Chair the daily work, organizing the implementation of Council resolutions;

(2) Organize the implementation of the annual public charity programs of the Foundation;

(3) Develop capital raising, management and the use plans;

(4) Develop the Foundation's internal management rules and regulations, reported the Council for approval;

(5) Coordinate their work;

(6) The proposed appointment or dismissal of Vice Secretary-General and financial executives, determined by the Boardl;

(7) The proposed appointment or dismissal of the main responsible persons, determined by the Board;

(8) Decided to hire full-time staff of various agencies;

(9) Other professiona rights entrusted by the constitution and the council.


        Chapter IV  Management and Use of Property


Article 29  This Foundation is a State-approved fund raising foundation. Its income sources include:

(1) Funds raised from the public;

(2) Donations from individuals, legal representatives, and other organizations;

(3) Government subsidies;

(4) within the approved scope of business activities or services income;

(5) The Fund's legal interest and value;

(6) Other legitimate income.

Article 30  This Foundation should observe the requirements of the law, the Foundation's constitution, and legitimate business areas while conducting fund raising or receiving donations.

Article 31  In carrying out fund raising, this Foundation should announce to the public any proposed charity projects and detailed plans for the use of funds.  Major fund raising activities should be reported to the supervisory work unit and the work unit responsible for registration/administration.

Funds raised cannot be appropriated by staff.

Article 32  The assets and income of the Foundation are protected by the law and cannot be misused or appropriated by any organization or individual.

Article 33  The Foundation should use funds based on the principles stated in the Foundation's constitution and the business scope of charity activities. If donation contracts have specified the use of funds, then these contracts should be observed.
If donated items cannot be used, they should be auctioned or sold and all proceeds should go towards the donation.

Article 34  Foundation funds will mainly be used for:

(1) Improve rural living conditions of people with special difficulties;

(2) Help the social assistance to carry out skills training;

(3) Help families with special difficulties financing the treatment of major diseases, and their children attend schools;

(4) The temporary relief of other unexpected difficulties in the family;

(5) Support to unfold the social assistance research and advocacy;

(6) The Council decided the other matters;

(7) The Foundation funding and staff wages and benefits and administrative office expenses.

Article35  Major Investment Activities include:

(1) The annual investment plan;

(2)  More than one million yuan of investment.

Major fund-raising means:

(1) Fund raising activities that require approval as specified by the government;

(2) Large-scale public performances or fund-raising;

(3) The estimated amount of more than one million yuan fund-raising ;

(4) Outside the fund-raising activities.

Article 36  This Foundation will achieve capital preservation and growth by adopting the principles of legality, safety, and effectiveness.

Article 37  No less than 70% of income from the previous year should be used for charitable activities the subsequent year.

No less than 10% of total expenditures should be used for central administration and staff salaries and benefits.

Article38  The Foundation should openly and clearly announce to the public the nature, application process and review process of all new charity projects.

Article 39 All donors have the right to enquire about the use of money donated and give suggestions.

In such cases as the Foundation violates a donation agreement, the donor can request the Foundation abide by the agreement or apply in court to have the agreement annulled.

Article 40 This Foundation can sign an agreement with the beneficiary of the donation on the mode and amount of donation, and the use of the funds.

The Foundation has a right to monitor the use of donations. In case the beneficiary does not use the funds as specified in the agreement or violates the agreement in other ways, the Foundation can have the agreement annulled.

Article 41  The Foundation should implement the national unified accounting systems and accounting in accordance with laws, establish an internal accounting supervision system to ensure that accounting information legitimate, true, accurate and complete.

The Foundation accepts tax, accounting, tax authorities in accordance with law and accounting oversight monitor.

Article 42  This Foundation has professional accounting staff; accounting personnel and cashier personnel should be separated.  In case of a change in accounting staff, all handovers should be complete before the person leaves his/her job.

Article 43  The fiscal year is from January 1 to December 31.  The Board should review the following areas before March 31 each year:

1) The business and financial report of the previous year;

2) The business plan and financial budget for this year;

3) All other aspects having relation to finances.

Article 44  A financial audit should be conducted at the following times: yearly review, change of board, change of legal person and liquidation.

Article 45 This Foundation accepts the annual review of its supervisory work unit as specified in the Foundation Administration Regulations.

Article 46   After the annual review by the supervisory work unit, this Foundation will publish its annual review report and annual work plan in designated media spots for general public review.

 

Chapter V  Dissolution of the Foundation and Disposal of Remaining Assets


Article 47 The Foundation will be dissolved in the following cases:

1) It fulfills the mission specified in the constitution.

2) It fails to discharge the mission of the constitution to implement charity activities.

3) It is divided or merged.

Article 48  In case of dissolution, the Board should seek the approval of the supervisory work unit within 15 days of the decision to dissolve the Foundation.  Application for de-registration should be made with the work unit responsible for registration/administration within 15 days of receiving approval from the supervisory unit.

Article49  This Foundation, under the instruction of the work unit responsible for its registration and administration and the supervisory work unit, should set up a clearing unit and complete the dissolution.

This Foundation should cancel its registration at the work unit responsible for its registration and administration within 15 days since the completion of the dissolution.

Article 50  This Foundation, under the instruction of the supervisory work unit and the work unit responsible for its registration and administration, should use any remaining assets for activities related to its mission.

Items that cannot be handled according to the above principle should be donated by the registry to charitable organizations whose nature and mission are similar to CYDF and then be announced to the public.

 

     Chapter VI  Amendments to the Constitution


Article 51  The Boards should seek approval from the supervisory work unit within 15 days of making a decision about any amendment to the constitution; and then should seek approval from the work unit responsible for its registration and administration.

         Chapter VII  By-laws


Article 52 This constitution has been adopted on February 19, 2009 .

Article 53 The explaining authority of the constitution vests with the Board.

Article 54 This Constitution is effective upon the  approval of registration.

 


 

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