Article 1 The name of this Foundation is: China Children's Culture and Art Foundation (hereinafter referred to as "China Children's Art Society" and "Children's Art Society").

Article 2 The Foundation belongs to the public offering foundation. The geographical scope of fund-raising for the public is: inside and outside China.

Article 3 The purpose of the Foundation is to carry forward the excellent traditional culture of the Chinese nation, promote the prosperity and development of children's cultural and artistic undertakings, fund the development of children's cultural and artistic undertakings throughout the country, and promote international cultural exchanges with Hong Kong, Macao and Taiwan.

Article 4 The original amount of the Foundation is RMB 8,000,000 Yuan only, which comes from donations from natural persons, legal persons or other organizations.

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 Ministry of Culture of People's Republic of China (PRC).

Article 6 The domicile of the Foundation is: Beijing, China.

Chapter II Scope of Business

Article 7 The business scope of public welfare activities of the Foundation:

(a) according to the relevant provisions of the state to raise, manage and standardize the use of funds;

(two) the establishment of children's cultural and artistic education, cultural communication and other special funds in line with the purpose of the foundation;

(three) academic research, professional training, information production, consulting services, international and Hong Kong, Macao and Taiwan exchange activities and public welfare cooperation;

(four) funding the construction of cultural and artistic activities and places for children in old, young, border, poor and ethnic minority areas, and developing cultural and educational undertakings;

(five) to carry out other public welfare activities in line with the purpose of the foundation;

(six) in accordance with the principles of legality, safety and effectiveness, widely raise domestic and foreign public welfare funds to ensure the preservation and appreciation of public welfare funds.

Chapter III Organization and Person in Charge

Article 8 The Foundation consists of 7 to 25 directors.

The term of office of the directors of the foundation is 5 years, and they can be re-elected if they are re-elected.

Article 9 Qualifications of directors:

(1) Having full capacity for civil conduct, supporting the articles of association of the Foundation, loving public welfare undertakings and having the will to join the Foundation;

(2) people with prestige and influence in the foundation business (industry or discipline);

(3) Having work experience and work experience suitable for the work of directors;

(4) Social sages, philanthropists, experts and scholars who actively raise funds for the foundation and are enthusiastic about the development of children's culture and art, and heads of units who have made outstanding contributions to the development of the foundation;

(5) Be honest and trustworthy, fulfill their duties, ensure that the use of donated property conforms to the wishes of the donors and the public welfare purpose of the Foundation, and ensure the safety, preservation and appreciation of the Foundation's property.

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.

(II) 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 new directors.

(3) If a director fails to attend the board meeting or other foundation activities for more than three times without justifiable reasons, the chairman may propose to remove the director; The chairman can nominate new directors.

(4) The removal and addition of directors shall be approved by the Council and reported to the competent business unit for approval.

(5) The results of election and recall of directors shall be reported to the registration authority for the record.

(6) There shall be no kinship among the directors of the foundation.

Article 11 Rights and obligations of directors:

(a) to participate in the formulation and revision of the articles of association of the foundation;

(two) to participate in determining the working principles, tasks and plans of the foundation;

(3) Hearing and deliberating the work report of the Foundation;

(4) to exercise the right to vote, to be elected and to be elected;

(five) to put forward opinions and suggestions on the work of the foundation, and have the right to request to stop activities that violate the purpose of the foundation;

(six) have the right to put forward suggestions and supervision on the management and use of foundation property and the development of various activities;

(seven) abide by the articles of association of the foundation, strictly implement the resolutions of the Council, and keep the secrets of the foundation;

(eight) earnestly safeguard the legitimate rights and interests of the foundation and actively participate in various activities of the foundation;

(9) Have the right and obligation to exercise and perform the company's articles of association and laws.

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; To decide on the establishment and selection of honorary posts;

(3) Deciding on plans for major business activities, including plans for fund raising, management and use;

(4) Annual budget and final accounts;

(5) Examining and approving the internal management system;

(6) Deciding to set up offices, branches and representative offices;

(7) To decide on the appointment and removal of deputy secretaries-general and heads of institutions nominated by the Secretary-General;

(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 and termination of the Foundation;

(10) To decide on other major matters.

Article 13 The board of directors shall hold meetings at least twice a year, which shall be convened and presided over by the chairman.

Some 1/2 directors proposed that a board meeting must be held. If the chairman is unable to convene the meeting, the proposing director shall recommend the convener.

When convening a board meeting, the chairman or convener shall notify all directors and supervisors five days in advance.

Article 14 The meeting of the board of directors can only be held 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, secretary general and honorary positions;

(3) Major fund-raising and investment activities stipulated in the articles of association;

(4) Division and merger of foundations;

Article 15 Minutes shall be made at the meeting of the board of directors, and the directors present at the meeting shall review the minutes and sign them. In principle, the meeting of the board of directors shall be held on site. Under special circumstances, in order to effectively carry out the charity activities of the foundation, telephone conferences, online video conferences and other forms can also be flexibly used. However, the meeting can only be held when more than two-thirds of the directors attend or participate in telephone conference and network video conference, and the minutes of the meeting shall be made in time after attending the board meeting and reviewed and signed.

If the resolution of the board of directors violates laws, regulations or articles of association, resulting in illegal acts of the foundation, loss or infringement of the rights and interests of others, the directors involved in the resolution shall bear the responsibility. If it is proved that the voting object is recorded in the minutes of the meeting, the director may be exempted from responsibility.

Article 16 The Foundation has 1 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) Supervisors shall be selected by major donors and competent business units;

(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:

The supervisor shall check the financial and accounting information of the Foundation in accordance with the procedures stipulated in the Articles of Association, and supervise the compliance of the Board of Directors with laws and articles of association.

The supervisor has the right to raise questions and suggestions to the board of directors, and report the situation to the registration authority, the competent business unit and the competent tax and accounting departments.

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;

(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 and secretary-general of the 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; Serving as the chairman, vice-chairman or secretary-general of a foundation whose registration has been cancelled due to violation of law, and being personally responsible for the illegal acts of the foundation, less than five years have passed since the date of cancellation of the foundation.

Article 25 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.

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 3 months each year.

Article 26 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.

Article 27 The responsibilities of the chairman of the foundation:

(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 formulate and implement the work plan of the Council;

(5) To propose the removal of directors and nominate additional directors;

(six) the articles of association and other powers granted by the board of directors.

Article 28 The responsibilities of the vice-chairman and secretary-general of the Foundation are:

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;

(two) to formulate plans for raising, managing and using the fund;

(3) Drafting the internal management rules and regulations of the Foundation and submitting them to the Council for approval;

(four) to propose the appointment or dismissal of the Deputy Secretary General and the person in charge of finance, which shall be decided by the Council;

(five) to propose the appointment or dismissal of the principal responsible persons of various institutions, which shall be decided by the Council;

(six) to decide on the employment of full-time staff of various institutions, report to the Council on the organization of large-scale capital revenue and expenditure, and conduct deliberation and supervision;

(seven) to coordinate the activities of special funds, project funds and other institutions;

(8) Other duties entrusted by the articles of association and 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:

(a) donations and donations;

(2) Income from activities or services provided within the approved business scope;

(3) Investment income;

(4) Interest and other lawful income, etc.

Article 30 When organizing fund-raising 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 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 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.

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:

(1) According to the business scope and career development stipulated in the articles of association, the special fund shall strictly abide by the principle of earmarking;

(two) to establish a national base for children's cultural and artistic activities and carry out international exchanges of children's cultural and artistic activities;

(three) funding the construction of cultural and artistic activities and places for children in the old, young, border, poor and ethnic minority areas, as well as the development of cultural and educational undertakings;

(four) the establishment of special funds to support poor areas to train orphans and disabled children and children with special talents;

(5) Other purposes that conform to the business scope and the purpose of the Foundation as stipulated in the Articles of Association.

Article 35 The main fund-raising and investment activities of the Foundation refer to:

(a) the annual investment and targeted fund-raising plan;

(two) investment activities of more than 5 million yuan, and fund-raising activities that are expected to raise more than 6,543,800 yuan;

(3) Fund-raising activities subject to examination and approval or state approval in accordance with relevant laws and regulations;

(4) International fund-raising activities.

Article 36

The 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.

Article 38 foundations shall disclose the types, application and evaluation procedures of public welfare funded projects.

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.

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 40 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 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 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 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 (list of donors in the current year and related materials).

Article 44 The foundation shall conduct annual inspection, change, change of legal representative and liquidation, and conduct 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;

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 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 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) in accordance with the relevant provisions of the state to donate to the children's cultural and artistic institutions related to the purpose of the foundation.

(two) can not be handled in the above way, the registration authority shall organize donations to social welfare organizations with the same nature and purpose as the foundation, and make an announcement 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 July 38, 2004.

Article 53 The right to interpret the Articles of Association belongs to the Foundation Council.

Article 54 The Articles of Association shall come into force as of the date of approval by the registration authority.