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Articles of Association of the China Symphony Development Foundation

Chapter 1 General Principles·The name of the Foundation is China Symphony Development Foundation (hereinafter referred to as the Foundation).

· This foundation is a national public fundraising foundation.

The geographical scope of the Foundation's public fundraising is at home and abroad.

· The purpose of this foundation: to cultivate talents, prosper the market, improve skills, and promote international exchanges.

· The original fund amount of the foundation should be 8 million yuan, which comes from donations from domestic and overseas associations, enterprises, units, trading companies and individuals.

· The registration and management authorities of the Foundation are the People’s Republic of China and the Ministry of Civil Affairs, and the business supervisory units are the People’s Republic of China and the Ministry of Culture.

· The residence of the Foundation is Room 401 and Room 402, Beijing Concert Hall, No. 1, North Xinhua Street, Xicheng District, Beijing.

The zip code is 100031.

Chapter 2 Business Scope · The business scope of the Foundation’s public welfare activities: · Organizing public welfare performances and competitions; · Training talents and improving technical levels; · Organizing international cultural exchanges and academic exchanges; · Popularizing, developing and improving other activities of symphony art.

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Chapter 3 Organizational Structure and Person in Charge The Foundation consists of sixteen directors and a board of directors.

Each term of directors of the Foundation is five years. Upon expiration of the term, directors may be re-elected, but not for more than two terms.

Qualifications of directors: · People in the cultural and artistic circles with social influence; · Social celebrities; · Enterprise representatives with large donations and good reputation.

The emergence and removal of directors: (1) The first session of directors shall be nominated by business supervisory units, major donors, and sponsors respectively and determined through consultation.

(2) During the re-election of the Board of Directors, the business supervisory unit, the Board of Directors, and major donors shall jointly nominate candidates and organize a leadership group to organize all candidates to jointly elect a new generation of directors.

(3) The removal and addition of directors shall be approved by a vote of the board of directors and reported to the business supervisory unit for review and approval; (4) The results of the election and removal of directors shall be reported to the registration management authority for record.

Article 11 Rights and obligations of directors: · Elect and remove the chairman, vice chairman and secretary-general; · Hear and review the work report of the secretary-general; · Attend board meetings; · Review major business activity plans and annual revenue and expenditure estimates

Final accounts.

Article 12 The decision-making body of the Foundation is the Board of Directors.

The Board of Directors exercises the following powers: (1) Formulate and amend the Articles of Association; (2) Elect and remove the Chairman, Vice Chairman, and Secretary-General; (3) Decide on major business activity plans, including fund raising, management and use plans; (3)

4) Review and approve the annual revenue and expenditure budget and final accounts; (5) Develop internal management systems; (6) Decide on the establishment of offices, branches, and representative offices; (7) Decide on the appointment of the main leaders of each agency nominated by the Secretary-General;

8) Hear and review the work report of the Secretary-General and inspect the work of the Secretary-General; (9) Decide on the division, merger or termination of the Foundation; (10) Decide on other major matters.

Article 13: The Board of Directors shall hold two meetings every year.

Board meetings are convened and chaired by the chairman.

If 1/3 of the directors propose, a board meeting must be held.

If the chairman is unable to convene the meeting, the proposed director may elect a convener.

To convene a board of directors meeting, the chairman or convener must notify all directors and supervisors 5 days in advance.

Article 14 The meeting of the board of directors must be attended by more than 2/3 of the directors; the resolution of the board of directors must be passed by more than half of the directors present to be valid.

Resolutions on the following important matters must be voted by the directors present and passed by more than 2/3 to be valid: (1) Modification of the Articles of Association; (2) Election or removal of the Chairman, Vice Chairman, and Secretary-General; (3) Regulations stipulated in the Articles of Association

Major fundraising and investment activities; (4) Division and merger of foundations; Article 15 Minutes of board meetings shall be made.

If a resolution is reached, minutes of the meeting shall be prepared on the spot and reviewed and signed by the directors present.

If a resolution of the board of directors violates laws, regulations or articles of association and causes the foundation to suffer losses, the directors who participated in the resolution shall bear responsibility.

However, if it is proved that the director objected during the voting and it is recorded in the minutes of the meeting, the director may be exempted from liability.

Article 16 The Foundation shall have one supervisor.

The term of office of supervisors is the same as that of directors, and they can be re-elected upon expiration, but not for more than two terms.

Article 17 Directors, close relatives of directors and foundation financial personnel are not allowed to serve as supervisors.