1. General Principles:

Article 1: The name of this foundation is China Foundation for the Prevention of STDs and AIDS.

Article 2: This foundation is a public foundation.

The geographical scope of the foundation’s public fundraising is: domestic and foreign.

Article 3 The purpose of this foundation: abide by the national constitution, laws, regulations and policies, abide by social morals, carry out research and publicity and education on the prevention and treatment of sexually transmitted diseases and AIDS, unite domestic and foreign forces, and work for the control of STDs and AIDS. , eliminate sexually transmitted diseases, prevent and treat AIDS, and make contributions to the benefit of all mankind.

Article 4 The original fund amount of the Foundation is RMB 800,000, which comes from public offerings.

Article 5 The registration and management agencies 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 Health.

Article 6 The address of the Foundation: Room 2002, Building C, Zhongguancun Science and Technology Development Building, No. 34 Zhongguancun South Street, Haidian District, Beijing.

2. Business scope:

Article 7: The business scope of the foundation’s public welfare activities:

(1) Promote domestic and foreign academic groups on the prevention and treatment of STDs and AIDS and friendly exchanges and cooperation between individuals, and organize academic exchanges at home and abroad;

(2) Introducing advanced prevention and treatment of sexually transmitted diseases and AIDS drugs, medical technology, instruments and equipment, sanitary materials and health care products;

< p>(3) Use various channels and forms to support China’s prevention and control of STDs and AIDS, and support related scientific research and publicity and education;

(4) Raise and accept funds, materials and equipment donated at home and abroad, Promote the prevention and control of STDs and AIDS in China;

(5) Accept commissions from relevant domestic and foreign groups and individuals to undertake activities that are consistent with the purpose of the Foundation.

3. Organizational Structure and Person in Charge:

Article 8 The Foundation shall consist of a Board of Directors composed of 5 to 25 directors.

The term of each director is 5 years. When the term expires, they can be re-elected.

Article 9 Qualifications of Directors:

(1) Have full capacity for civil conduct;

(2) Love public welfare undertakings;

(3) Have corresponding experience and work experience, and have a certain influence in the business field of the Foundation;

(4) Do their best to ensure the preservation and appreciation of the value of the Foundation’s property;

>

(5) Be honest and uphold justice, think carefully about major issues, and be responsible for your votes.

Article 10: Generation and removal of directors:

(1) During the re-election of the board of directors, the business supervisory unit, the board of directors or the major donor *** jointly nominate candidates And organize a leadership change group, organize candidates to vote together and elect a new generation of directors.

(2) 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;

(3) The results of the election and removal of directors shall be reported to the registration management authority for record.

(4) Close relatives shall not serve on the board of directors at the same time.

Article 11 Rights and obligations of directors:

(1) Participate in various decision-making of the Foundation;

(2) Participate in organizing various aspects of the Foundation Activities;

(3) Represent the foundation at various activities of social organizations;

(4) Supervise and assist the chairman, vice-chairman, and secretary-general in exercising their rights.

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 charter;

(2) Elect and remove the chairman, vice-chairman and secretary-general;

(3) Determine plans for major business activities, including fund raising, management and use plans;

(4) Review and approve annual revenue and expenditure budgets and final accounts;

(5) Formulate internal Management system;

(6) Decide on the establishment of offices, branches, and representative offices;

(7) Decide on the deputy secretary-general and the principal persons in charge of each agency nominated by the secretary-general Appointment;

(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 holds two meetings every year. The chairman is responsible for convening and presiding over the meeting.

1/3 of the directors proposed that a board meeting must be held. If the chairman is unable to convene the meeting, the proposed director can 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 board of directors meeting 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) Elect or remove the chairman, vice-chairman, and secretary-general;

(3) Major fundraising and investment activities stipulated in the charter;

(4) Split-up and merger of foundations ;

(5) Major social welfare activities organized by the foundation.

Article 15 Minutes of board meetings shall be made. When a resolution is formed, minutes of the meeting shall be prepared on the spot and reviewed and signed by the directors present. If the resolution of the board of directors violates the provisions of 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.

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

Article 18: The appointment and removal of supervisors:

(1) Supervisors shall be selected by major donors and business supervisory units respectively;

(2) Registration The management agency shall select and appoint supervisors based on work needs;

(3) Supervisors shall be changed in accordance with their selection procedures.

Article 19 Rights and obligations of supervisors:

Supervisors shall inspect the foundation’s financial and accounting information in accordance with the procedures stipulated in the articles of association, and supervise the board of directors’ compliance with laws and articles of association.

Supervisors shall attend meetings of the Board of Directors and have the right to raise questions and suggestions to the Board of Directors, and shall report the situation to the registration management authority, business supervisory unit and taxation and accounting authorities.

Supervisors shall abide by relevant laws, regulations and the Foundation's Articles of Association and faithfully perform their duties.

Article 20 The number of directors receiving remuneration from the Foundation shall not exceed 1/3 of the total number of directors. Supervisors and directors who do not hold full-time jobs in the foundation shall not receive remuneration from the foundation.

Article 21 The directors of the Foundation shall not participate in the decision-making of relevant matters when their personal interests are related to the interests of the Foundation; the directors, supervisors and close relatives of the Foundation shall not have any transactions with the Foundation Behavior.

Article 22 The board of directors shall have a chairman, vice-chairman and secretary-general, who shall be elected from among the directors.

Article 23 The chairman, vice-chairman, and secretary-general of the foundation must meet the following conditions:

(1) Have a greater influence in the business field of the foundation ;

(2) The maximum age of the chairman, vice-chairman, and secretary-general shall not exceed 70 years old, and the secretary-general shall be full-time;

(3) Good health and able to work normally ;

(4) Have full capacity for civil conduct.

Article 24: Persons with any of the following circumstances cannot serve as the chairman, vice-chairman, or secretary-general of the Foundation:

(1) Current national work Personnel;

(2) Sentenced to public surveillance, criminal detention or fixed-term imprisonment for a crime, and less than 5 years have passed since the completion of the sentence;

(3) Sentenced to a crime The deprivation of political rights is being implemented or has been sentenced to deprivation of political rights;

(4) Having served as the chairman, vice-chairman or secretary-general of a foundation that has had its registration revoked due to violations of the law, and has been responsible for the fund He is personally responsible for the foundation's illegal acts and it has not been more than 5 years since the foundation was revoked.

Article 25: The honorary chairman, consultants and specially invited directors shall be elected through consultations between relevant parties and decided by the board of directors. Each term shall be 5 years. Report to the business supervisory unit and registration management authority for filing.

Article 26 The chairman, vice-chairman, and secretary-general of the Foundation shall be elected for a term of five years each, and shall not be re-elected for more than two terms. If it is necessary to be re-elected beyond the term due to special circumstances, it must be voted through by the Board of Directors through special procedures, reported to the business supervisory unit for review, and approved by the registration management authority before taking office.

Article 27 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 Mainland China.

During the term of the legal representative of the Foundation, if the Foundation violates the "Foundation Management Regulations" and these Articles of Association, the legal representative shall bear relevant responsibilities. If the legal representative's negligence causes the foundation to commit illegal acts or cause losses to the foundation's property, the legal representative shall bear personal liability.

Article 28 The Chairman of the Foundation shall exercise the following powers:

(1) Convene and preside over meetings of the Board of Directors;

(2) Inspect the directors implementation of the resolutions of the meeting;

(3) Sign important documents on behalf of the foundation;

(4) Approval of financial expenditures;

(5) Propose appointments or The dismissal of the deputy secretary-general and the heads of each work department shall be decided by the board of directors;

(6) Approval of the employment of full-time staff of each agency;

(7) The charter and the duties assigned by the board of directors Other powers.

The Vice Chairman and Secretary General of the Foundation carry out their work under the leadership of the Chairman. The Secretary General exercises the following powers:

(1) Preside over the daily work and organize the implementation of the resolutions of the Board of Directors ;

(2) Formulate fund raising, management and use plans, and review and approve financial expenditures within the scope of authorization of the chairman;

(3) Formulate internal management rules and regulations of the foundation, Submit to the Board of Directors for review and approval;

(4) Nominate the full-time staff of each institution for employment;

(5) Other powers conferred by the Charter, the Board of Directors and the Chairman.

4. Management and use of property

Article 29 The foundation’s income comes from:

(1) Income from organizing donations;< /p>

(2) Voluntary donations from natural persons, legal persons or other organizations at home and abroad;

(3) Funds for scientific research, science popularization and patient care projects;

(4) ) Interest income from deposits;

(5) Investment income;

(6) Other legal income, etc.

Article 30 The Foundation shall abide by laws and regulations when organizing fund-raising and accepting donations, and shall comply with the purpose and business scope of public welfare activities stipulated in the Articles of Association.

Article 31 When organizing fund-raising, the Foundation shall announce to the public the public welfare activities it intends to carry out after raising funds and the detailed use plan of the funds. Major fundraising activities should be reported to the business supervisory unit and the registration management authority for record.

The foundation organizes fund-raising and shall not make apportionments or disguised apportionments in any form.

Article 32 The property and other income of the Foundation are protected by law, and no unit or individual may embezzle, privately divide or misappropriate them.

Article 33 The Foundation uses property in accordance with the purposes stipulated in the charter and the business scope of public welfare activities; donations that specify the specific use method in the donation agreement shall be used in accordance with the stipulations in the donation agreement.

When the donated materials cannot be used for purposes consistent with the purpose of the foundation, the foundation can auction or sell them in accordance with the law, and the proceeds will be used for donation purposes.

Article 34 The assets of this foundation are mainly used for:

(1) Training of grassroots STD and AIDS prevention and control staff;

(2) STD , NGO activities in the field of AIDS prevention and treatment;

(3) Fund publicity and education projects for the prevention and treatment of STDs and AIDS;

(4) Care for AIDS patients and orphans;

(5) Carry out international exchanges and cooperation related to the prevention and control of STDs and AIDS;

(6) Make legal investments to maintain and increase the value of the fund;

(7) Other activities consistent with the purpose of the Foundation's charter.

Article 35 The major fundraising and investment activities of the Foundation refer to:

(1) 121 Joint Action Plan;

(2) Others Relevant business activities that comply with the provisions of the foundation's charter;

Article 36 The foundation maintains and increases the value of the fund in accordance with the principles of legality, safety, and effectiveness.

Article 37 The foundation’s annual expenditures for public welfare undertakings stipulated in the charter shall not be less than 70% of the total income of the previous year.

The foundation’s staff salaries, benefits and administrative office expenses shall not exceed 10% of the total expenses for the year.

Article 38 When the Foundation carries out public welfare funding projects, it shall disclose to the public the types of public welfare funding projects carried out and the application and review procedures.

Article 39 Donors have the right to inquire about the use and management of donated property from the Foundation, and provide opinions and suggestions. Foundations should respond promptly and truthfully to inquiries from donors.

If the foundation uses 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 revoke the donation or terminate the donation agreement.

Article 40 The Foundation may sign an agreement with the recipient to stipulate the funding method, funding amount, and the purpose and use of the funds.

The Foundation has the right to supervise the use of funds. If the recipient fails to use the funding as stipulated in the agreement or has other violations of the agreement, the Foundation has the right to terminate the funding agreement.

Article 41 The Foundation shall implement the unified national accounting system, conduct accounting in accordance with the law, establish and improve an internal accounting supervision system, and ensure that accounting information is legal, authentic, accurate, and complete.

The Foundation accepts tax supervision and accounting supervision implemented by the tax and accounting authorities in accordance with the law.

Article 42 The Foundation is equipped with professionally qualified accounting personnel. Accountants cannot also serve as cashiers. When accounting personnel transfer jobs or resign, they must clear the handover procedures with the person who takes over.

Article 43 The foundation’s business and accounting year is from January 1st to December 31st each year. Before March 31st each year, the board of directors shall review and approve the following matters:

< p>(1) Last year’s business report and final account of funds and expenditures;

(2) This year’s business plan and budget of funds and expenditures;

(3) Property inventory (donations for the year roster and related information).

Article 44 The Foundation shall conduct financial audits when conducting annual inspections, term changes, replacement of legal representatives, and liquidation.

Article 45 The Foundation shall accept annual inspections organized by the registration management authority in accordance with the "Foundation Management Regulations".

Article 46: After passing the annual inspection by the registration and management authority, the Foundation will publish the annual work report on the media designated by the registration and management authority and accept inquiries and supervision from the public.

5. Termination and Disposal of Residual Property:

Article 47 The Foundation shall terminate under any of the following circumstances:

(1) Completion The purpose stipulated in the charter;

(2) The foundation cannot continue to engage in public welfare activities in accordance with the purpose stipulated in the charter;

(3) The foundation is split or merged;

(4) Other situations.

Article 48 The termination of the Foundation shall be reported to the business supervisory unit for review and approval within 15 days after the Board of Directors votes and approves the decision. Apply to the registration management authority for cancellation of registration within 15 days after review and approval by the business supervisory unit.

Article 49 Before deregistering, the Foundation shall establish a liquidation organization under the guidance of the registration management authority and business supervisory unit to complete the liquidation work.

The Foundation shall apply for deregistration with the registration management authority within 15 days from the date of completion of liquidation; it shall not carry out activities other than liquidation during the liquidation period.

Article 50 The remaining property of the Foundation after cancellation shall be used for public welfare purposes in the following ways under the supervision of the business supervisory unit and the registration management authority:

(1) ) shall be determined by the unit or individual who has donated the largest amount in previous donation activities;

(2) The superior leadership organization shall organize the original legal representative of the foundation and the aftermath staff to implement relevant regulations and arrangements in accordance with relevant national policies and regulations.

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

6. Amendment to the Articles of Association:

Article 51: Modifications to the Articles of Association must be submitted to the business supervisory unit for review and approval within 15 days after being voted and approved by the Board of Directors. After review and approval by the business supervisory unit, it shall be reported to the registration management authority for approval.

7. Supplementary Articles:

Article 52: This Article of Association was approved by the Board of Directors on May 25, 2005.

Article 53 The right to interpret this charter belongs to the Board of Directors.

Article 54 This Article of Association shall take effect from the date of approval by the registration management authority.

Baidu Encyclopedia-China Foundation for the Prevention of STDs and AIDS