Chapter I General Principles
Article 1 The name of this Foundation is china green foundation. China Green Foundation. English abbreviation: CGF.
Article 2 The Foundation is a national public offering foundation, registered in the Ministry of Civil Affairs of China, and enjoys "special consultative status with the Economic and Social Council of the United Nations". Based in China and facing the world, the Foundation raises funds for greening.
Article 3 Purpose of the Foundation: collect and accept donations and government subsidies from natural persons, legal persons and other organizations according to law, and organize and implement greening public welfare projects and carry out related activities according to the purpose of the Foundation and the wishes of donors; Carry out public welfare activities such as greening publicity, training, consultation and investigation, and organize the public to participate in greening; Promote the preservation and appreciation of funds according to law; Carry out international greening exchanges and cooperation.
Article 4 The original fund of the Foundation is RMB 8 million.
Article 5 The registration authority of this Foundation is the Ministry of Civil Affairs, and the business authority is the State Forestry Administration.
Article 6 Address of the Foundation: No.0/8, Hepingli East Street, Dongcheng District, China.
Chapter II Scope of Business
Article 7 The business scope of public welfare activities of the Foundation:
(1) Accepting greening donations and government subsidies from natural persons, legal persons or other organizations at home and abroad according to law, and organizing the implementation of greening public welfare projects and related activities according to the purpose of the Foundation and the wishes of the donors;
(2) Organizing various greening public welfare fund-raising activities according to law;
(three) to carry out public welfare activities of social greening and organize social forces to participate in greening and ecological construction;
(four) in accordance with the provisions of national laws and policies, organize and implement the operation and investment activities of maintaining and increasing the value of greening funds.
(five) to carry out international exchanges and cooperation in greening public welfare undertakings and strive for international donations and funding.
Chapter III Organizational Structure
Article 8 The Foundation shall have 25 directors with a term of five years. After the expiration of the term of office, if re-elected, you can be re-elected.
Article 9 Qualifications of directors:
(1) Love green public welfare undertakings and be enthusiastic about foundation work;
(2) Willing to contribute to the development of the Foundation;
(3) Having high social prestige;
(4) Good health and can persist in work.
Article 10 Election and removal of directors:
(1) When the board of directors is reelected, the State Forestry Administration, the board of directors and major donors jointly nominate candidates, organize a general election leading group, and convene all candidates to elect a new board of directors.
(two) the removal and addition of directors must be approved by the Council and reported to the State Forestry Administration for approval.
(3) The results of election and recall of directors shall be reported to the Ministry of Civil Affairs for the record.
Article 11 Rights and obligations of directors:
(1) Enjoy the right to vote and be elected by the board of directors of the Foundation;
(2) Having the right to vote on the resolutions of the foundation board;
(3) To supervise the management and use of the funds and property of the Foundation;
(four) have the right to make suggestions and criticisms on the work of the foundation;
(5) Abide by the articles of association of the Foundation, attend the meetings of the Council and implement the resolutions of the Council;
(6) Actively raise greening funds for the Foundation and develop related businesses;
(7) Actively participate in relevant important activities organized by 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 business activities, including plans for fund raising, management and use;
(4) Examining and approving the annual budget and final accounts;
(five) to formulate internal management system;
(6) Deciding to set up professional working committees and 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 board of directors shall hold meetings at least twice a year, which shall be convened and presided over by the chairman.
1/3 Directors proposed to convene a board meeting. If the chairman is unable to convene the meeting, he may entrust the vice chairman to convene the meeting, or 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, and its resolution can only be valid 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;
(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 in the minutes of the meeting, the director's responsibility may be exempted.
Article 16 The Foundation shall have 3 supervisors. The term of office is the same as that of the directors, who 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:
(a) supervisors are selected by major donors and the State Forestry Administration;
(two) selected by the Ministry of Civil Affairs 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.
Supervisors have the right to raise questions and suggestions to the board of directors, and report the situation to the Ministry of Civil Affairs, the State Forestry Administration and the competent departments of taxation and accounting.
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 association; Directors, supervisors and their close relatives of this Association shall not engage in any transactions with this Association.
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 foundation may employ honorary chairmen, consultants and honorary directors.
Article 23 The chairman, vice-chairman and secretary-general of a foundation must meet the following conditions:
(1) It has great influence and prestige 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;
(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 Hong Kong residents, Macao residents, Taiwan Province residents and foreigners who serve as the chairman, vice chairman or secretary general of the foundation shall stay in China for not less than three months each year.
Article 26 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 the second term due to special circumstances, it shall be approved by the special procedures of the Council, reported to the State Forestry Administration for review, and approved by the Ministry of Civil Affairs before taking office.
Article 27 The chairman of the foundation is the legal representative of the foundation. The legal representative of the foundation shall not concurrently serve as the legal representative of other organizations.
The legal representative of the Foundation is 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 28 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;
(3) Signing relevant important documents on behalf of the Foundation;
(four) to propose the appointment or dismissal of consultants and honorary directors of the association, which shall be decided by the Council.
The vice chairman and secretary general of the foundation work under the leadership of the chairman.
The Secretary General of the Foundation shall exercise the following powers:
(1) To preside over the daily work of the Foundation and organize the implementation of the resolutions of the Council;
(2) Organizing the implementation of the annual public welfare activity plan of the Foundation;
(three) to organize the formulation of the fund raising, management and use plan;
(4) Organizing the formulation of internal management rules and regulations of the Foundation;
(five) to coordinate the work of various agencies;
(six) to propose the appointment and removal of the Deputy Secretary General and the principal responsible persons of various institutions, which shall be decided by the Council.
(seven) to propose the appointment and removal of the office director, deputy director and financial officer, and report to the competent unit for decision.
(eight) to decide on the appointment and dismissal of full-time staff of various institutions;
(9) The articles of association and other powers granted by the board of directors.
Article 29 A foundation may set up branches and representative offices according to the needs of its work. After being approved and registered by the Ministry of Civil Affairs, it is not qualified as a legal person to carry out activities under the authorization of the Foundation.
Chapter IV Property Management
Article 30 The Foundation is a public offering foundation, and its property comes from:
(1) Accepting donations from natural persons, legal persons or other organizations at home and abroad;
(two) the income from the organization of greening public welfare fund-raising;
(three) receiving government funding;
(4) Fund appreciation and investment income allowed by national laws and policies;
(5) Other lawful income.
Article 31 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 32 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 State Forestry Administration and the Ministry of Civil Affairs for the record.
The Foundation shall not apportion donations in any form or in disguised form.
Article 33 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 34 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 35 The property of the Foundation shall be mainly used for:
(a) give priority to supporting the greening public welfare projects in the national key ecological construction projects such as natural forest protection, returning farmland to forests, sand prevention and control, construction of key shelterbelts and nature reserves, and wildlife protection;
(two) support voluntary tree planting or departmental greening and other social greening public welfare projects;
(three) to support the greening public welfare projects such as promoting forests through science and education, strengthening forests with talents, managing forests according to law, managing forest resources, ecological culture, greening propaganda, and poverty alleviation in mountainous areas.
(4) Supporting greening international exchange and cooperation projects;
(five) to reward the advanced collectives and individuals who raise, manage and use greening funds and implement greening public welfare projects;
(six) other greening public welfare activities in line with the purpose of the foundation.
Article 36 The main fund-raising and investment activities of the Foundation refer to:
(1) major fund-raising activities nationwide or internationally.
(two) investment activities with the funds of the association.
Article 37 A foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness. You can deposit funds in financial institutions to collect interest, or you can buy securities such as bonds and stocks.
Article 38 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 received from social donations in the previous year.
The salary, welfare and office expenses of the staff of the Foundation shall not exceed 65,438+00% of the total expenditure of the current year.
Thirty-ninth public welfare funded projects carried out by the Foundation shall be open to the public, including the types, application and evaluation procedures of public welfare funded projects.
Fortieth 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 41 A foundation may sign an agreement with the recipient to stipulate the way and amount of funding, as well as the purpose and use 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 42 The Foundation shall implement the unified national accounting system and the Accounting System for Non-profit Organizations, conduct accounting according to law, establish and improve the internal accounting supervision system, and ensure the legality, truthfulness, accuracy and completeness of accounting materials.
The Foundation accepts the tax supervision and accounting supervision implemented by the competent tax and accounting departments according to law.
Article 43 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 44 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) A list of donors and related materials and a list of other properties in the current year.
Article 45 The foundation shall conduct annual inspection, change, change of legal representative and liquidation, and conduct financial audit.
Forty-sixth foundations shall be subject to the annual inspection organized by the Ministry of Civil Affairs in accordance with the Regulations on the Administration of Foundations.
Article 47 After passing the annual inspection by the Ministry of Civil Affairs, the Foundation will publish the annual work report in the media designated by the Ministry of Civil Affairs, and accept public inquiries and supervision.
Chapter V Termination and Disposal
Article 48 The Foundation shall be terminated under any of the following circumstances:
(a) unable to complete the purpose stipulated in the articles of association or unable to continue to engage in public welfare activities in accordance with the purpose stipulated in the articles of association;
(2) Division or merger of foundations;
(3) The registration of the foundation is cancelled by the registration authority;
(4) Termination for other reasons.
The termination of the Foundation due to any of the circumstances in Items (1), (2) and (4) shall be approved by the Council.
Article 49 The termination of a foundation shall be reported to the State Forestry Administration for examination and approval within 15 days after the board of directors votes. Apply to the Ministry of Civil Affairs for cancellation of registration within 15 days after the approval of the State Forestry Administration.
Article 50 Before going through the cancellation of registration, the foundation shall set up a liquidation organization under the guidance of the Ministry of Civil Affairs and the State Forestry Administration to complete the liquidation work. And go to the Ministry of Civil Affairs for cancellation of registration within 15 days from the date of liquidation; Activities other than liquidation shall not be carried out during the liquidation period.
Article 51 Under the supervision of the State Forestry Administration and the Ministry of Civil Affairs, the remaining property after the cancellation of the foundation shall be used for public welfare undertakings in the following ways:
(1) Failing to handle unfinished public welfare projects according to the agreement;
(2) Donate to national key ecological construction projects or transfer to local greening public welfare projects according to the business scope stipulated by the purpose of the Association.
(three) entrusted to the State Forestry Administration for management or treatment.
If it cannot be handled in accordance with the articles of association, it will be donated by the Ministry of Civil Affairs to social welfare organizations with the same nature and purpose as the foundation, and announced to the public.
Chapter VI Revision
Article 52 Any amendment to the articles of association of this Association must be submitted to the State Forestry Administration and the Ministry of Civil Affairs for approval within 15 days after it is adopted by the Council.
Chapter VII Supplementary Provisions
Article 53 The Articles of Association was adopted at the first plenary meeting of the fifth Council on June 3, 2005.
Article 54 The right to interpret the Articles of Association belongs to the Council.
Article 55 The Articles of Association shall come into force as of the date of approval by the Ministry of Civil Affairs.