Article 1 The name of this Foundation is Beijing Women and Children Development Foundation. The English translation is "Beijing Women and Children Development Foundation".

Article 2 The Foundation belongs to the public offering foundation.

Article 3 The purpose of the Foundation is to care for the physical and mental health of women and children, help and rescue women and children in difficulty, set up welfare undertakings for women and children, improve the development environment for women and children, and promote the development of women and children's undertakings.

Article 4 The original fund of the Foundation is RMB 4 million, which comes from the sponsors and social donations.

Article 5 The registration authority of this Foundation is Beijing Civil Affairs Bureau, and the competent business unit is Beijing Women's Federation.

Article 6 Foundation domicile: Floor 3 10, Jinsong District 3, Chaoyang District, Beijing.

Chapter II Scope of Business

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

(1) Raising funds according to law. Organize various forms of fund-raising activities, accept donations from natural persons, legal persons and other organizations, and accept donations from overseas charitable organizations and friendly people; Utilize intangible assets according to law to carry out mutually beneficial cooperation and raise funds.

(two) to carry out public welfare assistance activities. Participate in and promote social charity and relief undertakings such as education, health, science and technology and culture; Set up social welfare undertakings; Organize volunteers who enthusiastically support and participate in charity and carry out various forms of charity activities.

(three) to carry out assistance activities. Organize and carry out various funding activities in line with the purpose of the association to assist the government in disaster relief and poverty alleviation.

(four) to carry out charitable publicity activities. Organize charity propaganda, popularize charity consciousness, carry out charity theory research, and explore and develop charity with capital characteristics.

(5) Organizing foreign exchanges and cooperation. Strengthen exchanges and cooperation with various provinces and cities and foreign charities to promote the development of charity.

(six) the establishment of non-profit entities and units. With the approval of the Civil Affairs Bureau, establish entities and non-profit units related to the purpose and business of the association to raise charitable funds.

(seven) other business activities permitted by the policy.

Chapter III Organization and Person in Charge

Article 8 The Foundation consists of 5-25 directors. Each term of office of the Council

The term of office is 5 years, and can be re-elected if re-elected.

Article 9 Qualifications of directors:

(1) Having full capacity for civil conduct;

(two) love women and children's public welfare undertakings;

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

(4) Being able to perform due diligence and ensure that the use of donated property conforms to the wishes and foundation of the donor.

The public welfare purpose of the gold association is to protect the fund property;

(5) Honesty and justice.

Article 10 Election and removal of directors:

(1) The first board of directors is composed of business authorities, major donors and sponsors.

Don't nominate and negotiate with you;

(two) when the Council is re-elected, the competent business unit, the Council and the donor.

Donors * * * jointly nominate candidates and organize a general election leading group, and organize all candidates to be jointly elected * * *.

Elect new directors;

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

(four) the results of the election and recall of directors shall be reported to the registration authority for the record;

(5) Those who have close relatives shall not serve on the board of directors at the same time.

Article 11 Rights and obligations of directors:

(1) rights

1, the right to vote, to be elected and to vote of the Foundation;

2. Recommend candidates for directors;

3. Participate in various activities organized by the Foundation;

4. Get the priority to serve the foundation;

5. Review, supervise and criticize the fund work, and put forward opinions or suggestions;

6. Freedom of voluntary participation and withdrawal.

(2) Obligations

1. Realize the purpose of the Foundation;

2. Love women and children, safeguard the legitimate rights and interests of women and children, and do our utmost to promote the development of women and children's welfare;

3. Safeguard the legitimate rights and interests of the Foundation;

4. Implement the articles of association and resolutions of the Foundation;

5. Complete the work arranged by the Foundation;

6. Actively participate in various activities 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, and to establish honorary posts; (three) to decide on the major business activities, including the raising, management and use of funds.

Row;

(4) Annual budget and final accounts;

(five) to formulate internal management system;

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

(7) Deciding to appoint 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 at least twice a year. The meeting of the board of directors shall be convened and presided over by the chairman. There are13 directors who propose 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 in writing 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 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;

(four) to approve the annual work report and financial report;

(five) to decide on other major matters and termination matters;

(6) 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:

(1) The supervisors shall check 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.

(2) 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.

(3) 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 (except the following vice chairman);

(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 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. 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) Deciding on other major matters.

The vice chairman and secretary general of the foundation work under the leadership of the chairman. The Secretary-General shall exercise the following powers:

(a) leading the office to carry out daily work;

(2) Organizing the implementation of the resolutions of the Council;

(3) Organizing the implementation of the annual public welfare activity plan of the Foundation;

(four) to formulate plans for raising, managing and using funds;

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

(6) Coordinating the work of branches, representative offices and entities;

(7) Nominating the Deputy Secretary-General and the important responsible persons of offices, branches, representative offices and entities, and submitting them to the Council for decision;

(eight) 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;

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

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

(eleven) report to the Council;

(twelve) to handle other related affairs;

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

Chapter IV Management and Use of Property

Article 28 The Foundation is a public offering foundation, and its income comes from:

(1) Income from organizing fund-raising;

(two) to accept domestic and foreign enterprises, social organizations and people who are enthusiastic about the cause of women and children.

Donation;

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

(four) the legitimate appreciation of funds and assets;

(5) Other lawful income.

Article 29 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 30 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 31 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 32 The property of the Foundation shall be mainly used for:

(a) to assist the government in the development of women's and children's education and welfare undertakings, and to set up women's and children's education, culture and welfare projects;

(2) The funded project conforms to the wishes of the donor;

(three) to carry out activities related to raising funds;

(four) commend and reward institutions and personnel who have made outstanding contributions to the welfare of women and children;

(5) Other lawful purposes.

Article 33 The main fund-raising and investment activities of the Foundation refer to:

(a) fund-raising activities subject to examination and approval in accordance with the relevant provisions of the state;

(two) fund-raising activities that have a significant impact on the foundation;

(3) Investment activities such as equity with an amount of more than 500,000 yuan;

(4) Unconventional stock funds, hybrid funds and other investment activities with an amount higher than 6,543,800 yuan;

(5) Other activities that the Council considers to have a significant impact on the Foundation.

Article 34 A foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness.

Article 35 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.

Thirty-sixth foundations shall disclose the types, application and evaluation procedures of publicly funded projects.

Thirty-seventh 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 38 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 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 39 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 40 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 41 The operating fiscal year of the Foundation is from June+10/October 1 day to February/year, 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.

Forty-second foundation in the annual inspection, change, change of legal representative and liquidation, shall conduct financial audit.

Forty-third 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-fourth 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 the inquiry and supervision of the public.

Chapter V Termination and Disposal of Surplus Property

Article 45 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.

(4) The board of directors decides to terminate.

Article 46 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 47 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 48 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:

(1) Expenditure on education and welfare for women and children organized and implemented by the competent business unit;

(2) Emergency rescue and disaster relief activities organized and implemented by the state or local government and paid by the competent business unit;

If it cannot be handled in the above way, the registration authority will organize donations to social welfare organizations with the same nature and purpose as the foundation and announce them to the public.

Chapter VI Revision of Articles of Association

Article 49 Any amendment to the Articles of Association shall be reported to the competent business unit for approval within 05 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 50 The Articles of Association was adopted by the Board of Directors on April 6, 2009.

Article 51 The right to interpret the Articles of Association belongs to the Council.

Article 52 The Articles of Association shall come into force as of the date of approval by the registration authority.