Article 2 The Foundation is a non-public offering foundation.
Article 3 Mission and purpose of the Foundation:
Committed to helping teenagers and children enjoy equal learning opportunities and supporting the improvement and development of education in China.
The Foundation shares the following core values:
(1) Equality: equal cooperation, mutual assistance and friendship;
(2) Integrity: Integrity is the duty, and it is said to be done;
(3) Integrity: integrity, self-discipline and high transparency.
Article 4 The original capital of the Foundation is RMB 50 million, which comes from the voluntary contributions of Mr. Duan Yongping and Ms. Liu Xin.
Article 5 The registration authority of this Foundation is the Ministry of Civil Affairs of the People's Republic of China, and the business authority is the Ministry of Civil Affairs of the People's Republic of China.
Article 6 The domicile of the Foundation is: Zhongguancun East Road 1, Haidian District, Beijing. Article 7 The business scope of public welfare activities of the Foundation:
(a) under the guidance of the Ministry of Civil Affairs, support and participate in charitable relief activities such as disaster relief, poverty alleviation, pension, helping orphans, helping the disabled and helping doctors;
(two) to support the improvement and development of China's education, and to provide help for adolescents and children to enjoy equal education and learning opportunities;
(three) to make suggestions and suggestions for the development and progress of charity in China, and to provide assistance within its capacity;
(four) other public welfare projects that the Council considers necessary to donate;
(5) Voluntary donations from domestic and foreign groups and individuals who agree with the mission and values of the Foundation. Article 8 The Foundation consists of 5 ~ 15 directors. The term of office of the directors of the foundation is 5 years, and they can be re-elected at the expiration of the term.
Article 9 Qualifications of directors:
(a) support the articles of association of the foundation and be enthusiastic about social welfare undertakings;
(2) Having certain influence in the business field of the Foundation;
(three) honest, conscientious, honest and self-disciplined;
(4) Having full capacity for civil conduct;
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;
(four) the results of the election and recall of directors shall be reported to the registration authority for the record;
(5) The total number of directors of a foundation with close relatives shall not exceed 65,438+0/3 of the total number of directors.
Article 11 Rights and obligations of directors:
(a) enjoy the right to vote, to be elected and to be elected;
(2) The right to introduce bills and the right to question bills, documents and materials submitted to the Legislative Council for voting;
(three) the right to supervise and inspect the operation and daily work of the foundation;
(four) the obligation to attend the meeting of the Council on time and actively participate in the activities of the Council;
(five) support the articles of association of the foundation, abide by and implement the resolutions of the Council, and safeguard the legitimate interests of the foundation and the Council;
(six) recommend volunteers and public welfare projects that meet the mission of the Foundation, and the obligation to actively raise funds for the Foundation;
(seven) keep the secret of the foundation, and shall not speak on behalf of the foundation without the authorization of the Council.
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.
1/3, the board of directors must be convened; 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 must be voted by the directors present at the meeting and passed 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 public welfare activities stipulated in the articles of association;
(4) Major fund-raising and investment activities as stipulated in the articles of association;
(5) 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 has 1 ~ 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 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.
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.
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:
(a) support the articles of association of the foundation and be enthusiastic about social welfare undertakings;
(2) Having great influence in the business field of the Foundation;
(three) honest, conscientious, honest and self-disciplined;
(4) The maximum age of the chairman, vice-chairman and secretary-general shall not exceed 70, and the secretary-general shall be full-time;
(5) Being healthy and able to stick to normal work;
(6) 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.
The chairman, vice-chairman and secretary-general of the Foundation shall stay in Chinese mainland for not less than 3 months each year.
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;
(four) to formulate plans for raising, managing and using funds;
(five) the articles of association of the foundation and other powers granted by the board of directors.
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) to preside over the daily work of the Council and organize the implementation of the resolutions of the Council;
(two) to propose the appointment and removal of the Deputy Secretary General and the principal responsible persons of the internal organs, which shall be decided by the Council;
(3) To decide on the appointment and dismissal of full-time staff of internal organs;
(4) To formulate internal management rules and regulations of the Foundation and submit them to the Council for approval;
(5) Organizing the implementation of the annual public welfare activity plan of the Foundation;
(six) to coordinate the work of internal institutions and external partners. Article 28 The Foundation is a non-public offering foundation, and its income comes from:
(1) Voluntary donations from sponsors;
(2) Investment income;
(3) Voluntary donations from natural persons, legal persons or other organizations;
(4) Other lawful income.
Article 29 The foundation shall abide by laws and regulations when accepting donations, and conform to the purpose 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:
(1) Public welfare activities within the business scope stipulated in the articles of association;
(two) wages and benefits, administrative expenses and other necessary expenses to maintain the operation of the foundation;
(three) legal, safe and effective investment, to achieve the preservation and appreciation of the fund.
Article 33 The major public welfare activities of the Foundation refer to:
(1) Public welfare activities that meet the provisions of Item (1) of Article 7 of the Articles of Association and the donation amount of a single project is not less than RMB 2 million;
(2) Public welfare activities that meet the provisions of Item (2) of Article 7 of the Articles of Association and the donation amount of a single project is not less than 5 million yuan.
Article 34 The main fund-raising and investment activities of the Foundation refer to:
(1) Donation with a promised amount of not less than RMB 654.38+million;
(2) The amount of a single investment product exceeds 20% of the fund balance of the previous year.
Article 35 A foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness.
Article 36 The annual expenditure of the foundation for engaging in public welfare undertakings as stipulated in the articles of association shall not be less than 8% of the fund balance 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-seventh when the foundation carries out public welfare funded projects, it shall disclose the types of public welfare funded projects and the application and evaluation procedures.
Thirty-eighth 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 39 A foundation may sign an agreement with the beneficiary 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 beneficiary 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 40 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 41 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 42 The operating fiscal year of this Foundation is from 65438+ 10/to 65438+February 3 1. 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) Property list (list of donors in the previous year and related materials).
Article 43 The foundation shall conduct annual inspection, change of appointment, change of legal representative, liquidation and financial audit.
Forty-fourth 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-fifth 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.
Article 46 The Foundation adheres to the principle of high transparency and publishes the following information on the official website of the Foundation according to the articles of association:
(1) The mission, values and articles of association of the Foundation;
(two) the types, objectives, application and evaluation procedures of the public welfare funded projects that have been carried out or planned;
(three) the semi-annual work report of the foundation and the annual work report that has passed the inspection by the registration authority;
(4) Basic information of public welfare projects, including: project background and donation amount, main contents of donation agreement, name and code of donor, use and management of donated property, project progress and adjustment, details of related expenses, third-party audit report, social public supervision, etc. ;
(5) Follow-up investigation and effect evaluation of public welfare projects were carried out, which gave feedback to the beneficiaries, showed the achievements and progress made by the Foundation, and reviewed the mistakes;
(6) Other information that should be published as decided by the Council. Article 47 The Foundation shall be terminated under any of the following circumstances:
(a) completed 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;
(four) the relevant laws and regulations of the state provide otherwise.
Article 48 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 49 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 50 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) First, the donation agreement specifies the specific purpose of the remaining donations and donates them to other non-profit organizations designated by the donors;
(2) Secondly, the remaining property is donated to the public welfare projects that have been carried out by the Foundation, but the donation money has not been paid in full;
(3) Third, the remaining property is donated to other similar public welfare organizations designated by donors who exceed 50% of the total donation of the Foundation.
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. Article 52 The Articles of Association shall be adopted by the board of directors.
Article 53 The right to interpret the Articles of Association belongs to the Council.
Article 54 The Articles of Association shall come into force as of the date of approval by the registration authority.