Article 1 Shanghai Seawater Resources Protection Foundation (hereinafter referred to as the Foundation). English name: Shanghai Sea Water Resources Foundation. Short for "SWRF".

Article 2 The Foundation belongs to the public offering foundation. The geographical scope of the foundation's fundraising for the public is Shanghai.

Article 3 The purpose of this Foundation is to appeal to all sectors of society to care for and support the protection of seawater resources and related natural ecology, and to make extensive contacts with social groups, enterprises, organizations and individuals at home and abroad, and strive for moral support and help in terms of funds, materials, physical assets and intellectual property rights.

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

Article 5 The registration authority of this Foundation is Shanghai Civil Affairs Bureau (Shanghai Social Organizations Administration), and the competent business unit is Shanghai Water Affairs Bureau.

Article 6 Address of the Foundation: Ground Floor, Building 6, No.500 Ruijin South Road, Xuhui District, Shanghai.

Chapter II Scope of Business

Article 7 The business scope of the Foundation: raising and managing donated funds; Participate in international cooperation and exchange of water resources protection; Sponsor, participate in and carry out publicity activities and projects to protect water resources; Relief and assistance to victims of water shortage or water pollution.

(a) to carry out fund-raising activities to promote the development of marine resources protection and accept donations from relevant organizations and individuals at home and abroad who are enthusiastic about environmental protection and public welfare undertakings;

(two) to provide relief and help for victims of water shortage or water pollution;

(three) the fund's value maintenance, value-added operation and investment activities to increase the fund's capital;

(4) Participating in and funding the water resources protection project in Shanghai;

(five) funding and supporting scientific research, scientific and technological development and demonstration projects related to water resources and environmental protection;

(six) to promote the utilization and protection of water resources, and to expose and prevent the destruction of water resources by legal means;

(seven) to participate in international and regional cooperation and exchanges on environmental protection;

(eight) to fund and carry out publicity activities and projects to protect water resources and the environment and promote social development;

(nine) the establishment of special bonuses for water resources protection, reward organizations and individuals who have made outstanding contributions in water resources and ecological environment protection.

Chapter III Organization and Person in Charge

Article 8 The Foundation shall have a board of directors, consisting of 65,438+07-25 directors, which are divided into natural person directors and institutional directors. The board of directors shall be composed of representatives sent by natural person directors and institutional directors, with a term of five years, and may be re-elected at the expiration of the term.

Article 9 Qualifications of the representatives sent by directors and institutional directors:

(a) love environmental public welfare undertakings, identify with the purpose of the foundation, care for and support the work of the foundation, and voluntarily serve the foundation;

(2) Have experience in operation, management or research in a certain field, have good achievements in this field, and have certain social influence;

(3) Having a strong sense of responsibility for public interests and being able to participate in decision-making independently and objectively on the basis of the principles of fairness, justice and openness;

(4) Strong deliberation, decision-making ability and interpersonal communication ability;

(5) Being in good health, being able to work normally and having full capacity for civil conduct.

Article 10 Election and removal of directors:

(1) The first board of directors shall be nominated by major donors, sponsors and business units 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;

(four) the results of the election and recall of directors shall be reported to the registration authority for the record; Those who have close relatives may not serve on the board of directors at the same time;

(5) The adjustment of directors shall be discussed and approved by the board of directors and submitted to the board of directors for confirmation. The newly added directors shall be jointly recommended by three or more current directors.

Article 11 Rights and obligations of directors:

(1) Directors have the right to attend all meetings of the board of directors. Directors can fully express their opinions at the board meeting and exercise the right to vote on matters that need to be voted;

(two) the director has the right to question the draft document or other materials submitted to the Council for discussion, and ask the Secretary-General or the drafter entrusted to draft the draft document to make an explanation;

(three) the directors have the right to consult the relevant documents of the foundation, inquire about the relevant work of the foundation, and have the right to propose to the chairman of the board of directors to convene an interim meeting or a special meeting;

(4) Directors shall know the purpose of the Foundation and the operation mode of various activities and projects carried out by the Foundation, and be familiar with the relevant laws and regulations of non-profit organizations;

(five) the directors shall abide by the relevant laws and regulations of the state and the articles of association of the foundation, implement the resolutions of the Council, earnestly perform their duties and safeguard the interests of the foundation;

(six) the director shall attend the meeting of the Council on time, and prepare opinions on the topic, and actively put forward relevant suggestions or opinions;

(seven) the directors should understand the basic situation and needs of the foundation, mobilize social forces to expand the sources of funds, and make contributions to the development of the foundation and its various undertakings;

(8) Directors should support the work of the Foundation and establish a benign interactive relationship with the secretariat of the Council.

Article 12 The Council is the decision-making body of the Foundation and exercises 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, representative offices and their responsible persons;

(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;

(eleven) through the appointment of honorary posts.

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 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;

(4) Division and merger of foundations.

Article 15 Minutes of meetings of the Council shall be made. Where a resolution is made, minutes of the meeting shall be made on the spot, which shall be reviewed and signed by the directors attending the board 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. Minutes of board meetings shall be kept as institutional files for a long time.

Article 16 The board of directors shall have 3-5 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) 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;

(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.

Twentieth directors who receive remuneration from the foundation shall not exceed 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 Foundation shall elect 1 chairman, several vice-chairmen and 1 secretary-general from among the directors.

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, being experienced, knowledgeable, fair, honest and democratic in style;

(2) Full-time Secretary-General;

(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.

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. 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) Other functions and powers entrusted by the Council.

The vice-chairmen of the foundation work under the leadership of the chairman, who may entrust 1 vice-chairmen to exercise the functions and powers of the chairman.

Article 28 The Secretary-General of the Foundation shall work under the leadership of the chairman. The Secretary-General shall exercise the following powers:

(1) To preside over the daily work of the Foundation, organize the implementation of the resolutions of the Council, and undertake and complete the work objectives and tasks entrusted by the Council;

(two) to formulate business development plans and major project plans, and organize their implementation after approval by the Council;

(three) to organize the formulation of the fund raising, management and use plan, and organize the implementation after the approval of the Council;

(four) to promote the realization of the financial objectives of the organization and ensure the reasonable structure of donation income, subsidy expenditure and funds;

(five) according to the principles of the Council on asset operation, and strive to achieve the safe operation of assets and maintain and increase the value;

(six) to organize the formulation and implementation of the internal management rules and regulations of the Foundation, and the important rules and regulations shall be submitted to the Council for approval;

(7) Organizing and coordinating the work of various institutions of the Foundation;

(eight) to propose the appointment or dismissal of the Deputy Secretary General and the principal responsible persons of various institutions, which shall be decided by the Council;

(9) Advocating the basic culture of environmental protection, cultivating professionalism, rationally appointing talents, and establishing the management mechanism of survival of the fittest, so that human resources can meet the needs of work and develop;

(10) Accept the supervision and inspection of the Board of Directors and the Board of Supervisors, and regularly report to the Board of Directors the annual work progress and the implementation of the financial plan;

(eleven) to implement the articles of association and other functions and powers entrusted by the Council;

(twelve) to organize the implementation of the Foundation's annual public welfare activities plan.

Article 29 The Foundation shall have honorary chairman, honorary vice-chairman and honorary directors. The honorary chairman, honorary vice-chairman and honorary director shall be approved by the board of directors and reported to the competent business unit for the record.

Thirtieth foundation can set up branches, representative offices and special funds according to the needs of work. Branches and representative offices must be approved by the board of directors and reported to the registration authority for examination and approval after being approved by the competent business unit.

Thirty-first according to the needs of the work, the foundation may set up non-permanent institutions such as advisory committees and expert committees. Members of non-permanent institutions such as advisory committees and expert committees shall be reviewed and approved by the Council and reported to the competent business unit for the record.

Chapter IV Management and Use of Property

Article 32 Sources of foundations:

(a) donations from domestic and foreign organizations and individuals raised and accepted according to law;

(2) operating income of the fund;

(3) Investment income;

(four) to carry out water resources and related environmental protection projects and activities;

(five) grants and other subsidies from the China Municipal Government;

(6) Other lawful income.

Article 33 When organizing fund-raising and accepting donations, foundations must abide by the relevant laws and regulations of the state and conform to the purpose stipulated in the articles of association and the business scope of public welfare activities.

Article 34 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 35 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 36 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 37 The property of the Foundation is mainly used to finance and carry out water resources and related environmental protection work, as well as public welfare activities and projects conducive to promoting water resources development and related environmental protection.

Article 38 The main fund-raising and investment activities of the Foundation refer to:

(1) Fundraising activities with an estimated donation amount of more than 2 million yuan;

(2) Fund-raising activities in Shanghai;

(3) Major investment activities refer to investment activities with an investment of more than 2 million yuan.

Article 39 A foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness.

Article 40 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.

Forty-first foundation to carry out public welfare funded projects, should be open to the public the types of public welfare funded projects, as well as the application and evaluation procedures.

Forty-second donors have the right to inquire about the use and management of 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 for cancellation or termination of the donation agreement.

Article 43 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 recipient fails to use the grant as agreed or violates the agreement, the Foundation has the right to terminate the grant agreement.

Article 44 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 45 A 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 46 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) List of property (list of donors in the current year and related materials).

Article 47 The annual inspection, change of appointment, change of legal representative and liquidation of foundations shall be subject to financial audit.

Forty-eighth 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-ninth 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 inquiries and supervision.

Chapter V Termination and Disposal of Surplus Property

Article 50 A 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 51 The termination of a 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 52 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 53 Under the supervision of the competent business unit and the registration authority, the remaining property after the cancellation of the foundation shall be donated by the registration authority to social public welfare organizations with the same nature and purpose as the foundation and announced to the public.

Chapter VI Revision of Articles of Association

Article 54 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.

With the consent of the competent business unit, it shall be reported to the registration authority for approval.

Chapter VII Supplementary Provisions

Article 55 The Articles of Association was adopted by the board of directors on July 8, 2008.

Article 56 The right to interpret the Articles of Association belongs to the Council.

Article 57 The Articles of Association shall come into force as of the date of approval by the registration authority.