Chapter I General Provisions

Article 1 The name of the Foundation is China Development Research Foundation.

Article 2 Foundations belong to public offering foundations. The geographical scope of the foundation's fundraising for the public is domestic and foreign.

Article 3 The purpose of the Foundation is to support policy research, promote scientific decision-making and serve the development of China.

Article 4 The original capital of the Foundation is 40 million yuan, which comes from donations and sponsorship from domestic and foreign enterprises, institutions and individuals; Interest income of principal deposit; Earnings from the purchase of bonds and company stocks; Other lawful income.

Article 5 The competent authority for registration of foundations is the Ministry of Civil Affairs, and the competent business unit is the State Council Development Research Center. Article 6 The domicile of the Foundation is No.8 Deshengmen East Street, Xicheng District, Beijing.

Chapter II Scope of Business

Article 7 The business scope of public welfare activities of the Foundation is as follows: (1) Supporting policy consultation and academic research activities; (two) to carry out international exchanges and cooperation; (3) Organizing personnel training; (four) reward personnel who have made outstanding contributions in policy consultation and academic research; (five) funding other social welfare activities in line with the purpose of the foundation.

Chapter III Organization and Person in Charge

Article 8 The Foundation consists of 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 Only experts, scholars, social celebrities, entrepreneurs and people who have made important contributions to the Foundation can be elected as directors.

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) 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 a new board of directors;

(3) The replacement or increase of directors shall be approved by the board of directors and reported to the competent business unit for examination and approval;

(4) 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) Election, being elected and voting rights of the foundation board;

(two) to participate in activities organized by the foundation;

(three) the right to criticize, supervise and suggest the work of the foundation;

(four) abide by the articles of association of the foundation and safeguard the legitimate rights and interests of the foundation;

(5) Be responsible for the resolutions after the voting by the Council;

(six) to support and help the work in line with the purpose of the foundation.

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;

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

(4) Annual budget and final accounts;

(five) to formulate internal management system;

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

(7) To decide on the appointment of deputy secretaries-general nominated by the Secretary-General and principal responsible persons of various institutions;

(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 or termination of the foundation;

(10) To decide on other major matters.

Article 13 The Council shall meet twice a year. The meeting of the board of directors shall be convened and presided over by the chairman. One third of the directors proposed 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 resolution of the board of directors shall be valid only if it is approved by more than half of the directors present at the meeting; Resolutions on the following important matters shall be valid only after being voted by the directors present at the meeting and approved by more than two thirds of the 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 and merger of foundations;

Article 15 Minutes of meetings of the Council shall be made. Where a resolution is made, minutes shall be made on the spot, which shall be reviewed and signed by the directors present at the meeting. If the resolution of the board of directors violates laws, regulations or articles of association and causes losses to the foundation, the directors who participated in the resolution shall bear the responsibility. However, if it is proved that the director opposed the voting and recorded it in the minutes of the meeting, he may be exempted from liability.

Article 16 The Foundation shall have 2 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, close relatives of directors and foundation 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: The supervisors shall inspect the financial and accounting materials of the Foundation according to the procedures stipulated in the Articles of Association, and supervise the compliance of the Council 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.

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.

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.

Twenty-fourth any of the following circumstances, shall not serve as the chairman, vice chairman or 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;

(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.

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.

Article 26 The chairman of the board 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. During the term of office of the legal representative of the Foundation, if the Foundation violates the Regulations on the Administration of Foundations and the Articles of Association, the legal representative shall bear relevant responsibilities. If the legal representative neglects his duty, resulting in illegal acts or property losses of the Foundation, the legal representative shall bear personal responsibility.

Article 27 The chairman of the Foundation shall exercise the following functions and powers:

(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;

(4) Proposing candidates for the Secretary-General to be elected by the Council;

(five) approved the important project plan. Article 28 The Vice-Chairman and the Secretary-General shall work under the leadership of the Chairman.

The vice chairman shall exercise the following powers:

(a) To assist the President in checking the implementation of the resolutions of the Council;

(two) entrusted by the chairman, to convene and preside over the meeting of the Council;

(3) Signing important documents on behalf of the Foundation with the authorization of the chairman.

The Secretary-General shall exercise the following powers:

(a) to preside over the daily work of the Council and organize the implementation of the resolutions of the Council;

(two) to formulate plans for fund raising, investment management and use;

(3) To formulate internal management rules and regulations of the Foundation and submit them to the Council for approval;

(four) to propose the appointment or dismissal of the Deputy Secretary-General, which shall be decided by the Council;

(five) to propose the establishment of internal organs and report to the Council for decision;

(six) to propose the appointment and removal of the principal responsible persons of the internal organs and report them to the Council for approval;

(seven) to decide on the employment of full-time staff in various institutions;

(8) Other functions and powers entrusted by the articles of association and the Council.

Article 29 A foundation may employ celebrities who care about and support the work of the foundation as consultants.

Article 30 The Foundation shall set up an academic committee, which shall be responsible for academic guidance, demonstration and evaluation of relevant activities of the Foundation. Academic Committee is a non-permanent institution. Members of the academic Committee are part-time staff.

Article 31 The Foundation shall set up an Asset Management and Compensation Committee, which shall be responsible for the decision-making of the Fund's asset management and employee compensation system. sequence

Thirty-second full-time staff of the Foundation shall be appointed, and their wages, social insurance and welfare benefits shall be implemented in accordance with relevant state regulations.

Chapter IV Management and Use of Property

Article 33 The Foundation is a public offering foundation, and its income comes from:

(1) Income from organizing fund-raising;

(2) Voluntary donations from natural persons, legal persons or other institutions and organizations;

(3) Investment income;

(4) Other lawful income.

Article 34 When organizing fund-raising and accepting donations, foundations must 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 fund-raising organized by the foundation shall not be assessed 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. 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.

Thirty-eighth foundation property is mainly used for:

(a) funding related research topics, personnel training, academic seminars and exchange activities;

(two) to reward people who have made outstanding contributions in the field of policy consultation and academic research;

(three) funding other social welfare activities in line with the purpose of the foundation;

Article 39 The main fund-raising and investment activities of the Foundation refer to:

(1) Donations to the public;

(2) Entrusted asset management;

(3) Other investment activities conducted according to the resolutions of the Council;

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 management expenses of the staff of the Foundation shall not exceed 65,438+00% of the total expenses of the current year.

Forty-second foundation to carry out public welfare funded projects, to announce the types of public welfare funded projects, as well as the application and evaluation procedures.

Forty-third 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 44 A foundation may sign an agreement with the donee to stipulate the mode and amount of funding, as well as the use and method of funds. The foundation has the right to supervise the use of grants. If the donee fails to use the grant as agreed in the agreement or violates the agreement in other ways, the Foundation has the right to terminate the grant agreement.

Article 45 A foundation shall implement a unified national accounting system, conduct accounting according to law, establish and improve an 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 shall be 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 annual business and accounting year of the Foundation is 65438+ 10/0 to 65438+February 3 1. Before March 3 1, the board of directors shall examine and approve the following matters:

(a) the business report and final accounts of the previous year;

(2) Annual business plan and budget;

(3) Inventory, including the list of donors in the current year and relevant materials.

Article 48 The annual inspection, transition, change of legal representative and liquidation of foundations shall be subject to financial audit.

Forty-ninth foundations shall accept the annual inspection organized by the registration authority in accordance with the Regulations on the Administration of Foundations.

Article 50 After passing the annual inspection by the registration authority, the foundation shall publish the annual work report in the media designated by the registration authority and accept public inquiry and supervision.

Chapter V Termination and Disposal of Surplus Property

Article 51 The Foundation shall be terminated under any of the following circumstances:

(a) unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the articles of association;

(2) Division or merger of foundations;

Article 52 The termination of the foundation shall be reported to the competent business unit for approval within 15 days after the vote of the board of directors. Within fifteen days after the approval of the competent business unit, it shall apply to the registration authority for cancellation of registration.

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 its registration with the registration authority within fifteen 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 public welfare undertakings in the following ways under the supervision of the competent business unit and the registration authority:

(a) to donate to the national policy research institutions;

(two) to donate national key policy research projects. If it cannot 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 55 Any amendment to the Articles of Association shall be submitted to the competent business unit for review 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 56 The Articles of Association was adopted by the board of directors on June 65438+1October 2 1 2006. 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.

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