Share to: Chapter 1 General Principles Chapter 2 Business Scope Chapter 3 Organizational Structure and Persons in Charge Chapter 4 Management and Use of Property Chapter 5 Termination and Disposal of Surplus Property Chapter 6 Amendment to the Articles of Association Chapter 7 Supplementary Provisions Article 1 The name of this foundation is China Youth Development Foundation. The abbreviation is "China Youth Development Foundation", the English translation is "China Youth Development Foundation", and the abbreviation is "CYDF".
Article 2 The Foundation is a national public fundraising foundation, and the area for fundraising from the public is China and the countries and regions that allow the Foundation to raise funds.
Article 3 The mission of the Foundation is to help young people improve their abilities and improve their growth environment through funding services, interest expression and social advocacy.
The Foundation advocates the values ??of "social responsibility, creativity and enterprising, people-oriented, and pursuit of excellence".
Article 4 The original fund of the Foundation is RMB 8 million, which comes from income from organizational donations, voluntary donations from natural persons, legal persons or other organizations, investment income and other legal income stipulated in this Articles of Association.
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 unit is the Central Committee of the Communist Youth League of China.
Article 6 The address of the Foundation is No. 51, Wangjing West Road, Chaoyang District, Beijing. Article 7 The business scope of the Foundation’s public welfare activities is:
(1) Organizing and implementing funding, service and disaster relief assistance projects that are consistent with the Foundation’s mission;
(2) Organizing Carry out and fund various activities that are beneficial to the physical and mental health of young people;
(3) Support and organize the implementation of research on youth research and the development of non-profit organizations;
(4) Reward young people Outstanding talents and individuals and groups who have made outstanding contributions to youth causes;
(5) Carry out friendly exchanges with compatriots in Taiwan, Hong Kong and Macao, overseas Chinese, foreign friendly groups and individuals, as well as international youth organizations and non-profit organizations and cooperation. Article 8 The foundation shall consist of a board of directors composed of 15 to 25 directors.
The term of directors of the Foundation is 4 years. When the term expires, they can be re-elected.
Article 9 Director Qualifications:
(1) Have experience in research or management work in a certain field, have unique achievements in this field and enjoy high personal status Reputation;
(2) Identify with the foundation’s mission and goals, and volunteer to serve on the board of directors;
(3) Have a strong sense of responsibility for public interests, Ability to participate in discussions and decision-making independently, objectively and prudently based on the principles of fairness, impartiality and openness;
(4) Respect the diverse culture of the board of directors and have strong decision-making and interpersonal communication skills;< /p>
(5) Close relatives shall not serve on the board of directors at the same time.
Article 10: The appointment and removal of directors:
(1) The first directors shall be nominated by business supervisory units, major donors and sponsors respectively and determined through consultation ;
(2) The quota, composition and selection plan for the new board of directors shall be proposed by the previous board of directors with the consent of the business supervisory unit;
(3) Directors In principle, the number of directors to be re-elected during the general election shall not be less than one-fourth of the total number of directors;
(4) The removal and addition of directors shall be approved by the business supervisory unit and voted by the board of directors; < /p>
(5) 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:
(1) Directors should understand the foundation’s internal management policies and project operation methods, and master the laws of non-profit organizations System and external environment, fully express opinions at board of directors meetings, and exercise voting rights on voting matters;
(2) Directors have the right to question documents and materials submitted to board of directors meetings and request clarifications;
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(3) The directors have the right to propose to the chairman to convene extraordinary meetings or special meetings;
(4) The directors have the right to access the foundation’s files and documents or make appointments with the foundation Staff should understand the situation, inquire or investigate the foundation’s special work;
(5) Directors should abide by the "China Youth Foundation Charter", comply with the decisions made by the board of directors, faithfully perform their duties, and safeguard the foundation. The interests of the Foundation and its Board of Directors shall not be used to seek personal gain for oneself, shall not embezzle or misappropriate the property of the Foundation, or engage in activities that harm the interests of the Foundation;
(6 ) Directors have the obligation not to reveal the secrets of the Foundation in accordance with regulations, and cannot speak on behalf of the Board of Directors and the Foundation without authorization;
(7) Directors should attend 3 to 5 days every year 3 to 6 hours of board or professional group meetings each time, and prepare professional opinions on the issues and put forward policy-related suggestions;
(8) Directors should carefully read the foundation’s policies Financial reporting, prudent decision-making on fund control and operation, and effective fulfillment of the fiduciary responsibilities of public property;
(9) Directors should understand the foundation’s competitive advantages, disadvantages and needs, and have the obligation to expand the resource network , mobilize social forces to provide support for the sustainable development of the Foundation and its various undertakings;
(10) Directors should support the work of the Secretary-General, build a positive interactive relationship, and not interfere with the administrative affairs of the Secretariat and its Work within the scope of responsibilities;
(11) Directors have the responsibility to recommend new director candidates;
(12) Directors should participate in the self-evaluation of the board of directors and objectively evaluate directors Ability and performance.
Article 12 The decision-making body of the Foundation is the Board of Directors.
The Board of Directors performs the following duties:
(1) Formulate and amend the China Youth Foundation’s charter and determine the foundation’s mission, strategy and goals;
(2) Elect and remove the chairman, vice chairman, secretary-general, and directors;
(3) Decide on major business activity plans, including fund raising, management and use plans; decide on the foundation’s asset operations principles, strategies, approaches and major investment matters;
(4) Determine the annual revenue and expenditure budget and final accounts, supervise and moderately control the financial execution process, and select an independent accounting firm to audit the annual financial statements;< /p>
(5) Formulate the policies of the Foundation, including accounting policies, personnel compensation policies and management policies for major public welfare projects, to ensure effective decision-making and the efficiency, procedures, value creation and correction reflected in the decision-making process. ability to make mistakes;
(6) Decide on the establishment, change and cancellation of offices, branches, and representative offices;
(7) Decide on the appointment of deputy secretary-generals, financial officers proposed by the secretary-general Appointment and removal of responsible persons;
(8) Listen to and review the work report of the Secretary-General, inspect the work of the Secretary-General, provide support to the Secretary-General’s work and evaluate his performance;
(9) Ensure that the foundation's actions comply with laws, regulations and ethics, have transparency and credibility, and avoid conflicts of interest between directors and the foundation;
(10) Develop good public relations and establish sustained and stable Resource network to ensure that the Foundation has sufficient resources to achieve strategic goals and financial goals;
(11) Improve the Foundation’s public status, approve information disclosure plans, publicize achievements, and expand the Foundation’s Domestic and foreign influences;
(12) Summarize and evaluate the work of the Board of Directors to improve the effectiveness of the organization;
(13) Decide on the division, merger or termination of the Foundation;
(14) Decide on other major matters.
Article 13 The Board of Directors shall hold at least two meetings each year. Major matters that are not stipulated in the charter can be held through telephone conferences and other communication tools. Board meetings are convened and chaired by the chairman or the resident vice-chairman authorized by the chairman.
One-third of the directors proposed that 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 A meeting of the Board of Directors must be attended by more than two-thirds of the directors. Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may entrust a proxy in writing to attend the meeting of the board of directors. The scope of authorization shall be stated in the letter of authorization.
Board resolutions must be approved by more than half of all directors to be effective. Resolutions on the following important matters must be approved by more than two-thirds of all directors to be effective:
(1) Modification of the Articles of Association;
(2) Election or removal of the chairman, Vice Chairman and Secretary-General;
(3) Major fundraising and investment activities stipulated in the charter;
(4) Split, merger and termination of the foundation.
Directors may exercise their voting rights through authorization or communication.
Article 15 Minutes shall be produced for the meetings of the Board of Directors, and directors shall have the right to request explanatory records of their speeches at the meeting in the minutes. If a resolution is formed, meeting minutes should be produced and reviewed and signed by the directors present. The minutes of the Board of Directors meetings are kept as institutional archives and are kept for a long period of time.
If the Board of Directors violates the "Foundation Management Regulations" or the Articles of Association and makes improper decisions, causing the Foundation to suffer property losses, the directors participating in the decision-making shall bear the corresponding liability for compensation, but they shall object and record it when voting. If the meeting minutes are included in the meeting, they will be exempted from liability.
Article 16 The Foundation shall have three supervisors. 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 financial personnel of the Foundation 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:
(1) Supervisors shall inspect the foundation’s financial and accounting information in accordance with the procedures stipulated in the articles of association;
(2) ) Supervise the board of directors’ compliance with laws and articles of association;
(3) Supervisors attend board meetings and have the right to raise questions and suggestions to the board of directors, and shall report to the registration management authority, business supervisory unit, taxation, and Report the situation to the accounting department.
Article 20 The number of directors receiving remuneration from the Foundation shall not exceed one-third 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. The Foundation provides directors and supervisors with the necessary expenses for working in the Foundation, including office expenses, research expenses, travel expenses, etc. The work expenses of directors and supervisors are included in the administrative expenses of the Foundation.
Article 21: Directors shall not participate in the decision-making of relevant matters when their personal interests are related to the interests of the Foundation; directors, supervisors and their close relatives shall not engage in any transactions with the Foundation.
Article 22 The board of directors shall have a chairman, vice-chairman and secretary-general, who shall be elected from among the directors. The candidate for the chairman is nominated by the business supervisory unit, and the candidate for the secretary-general is recommended by the business supervisory unit and nominated by the chairman. The resident vice-chairman and secretary-general are full-time.
Article 23 The chairman, vice-chairman and secretary-general must meet the following conditions:
(1) The chairman and vice-chairman should have considerable experience in the social and economic fields. Great influence, rich experience, profound knowledge, fair and honest, democratic style, no more than 65 years old;
(2) The Secretary-General should have great influence in the business field of the Foundation and have industry-recognized reputation Qualifications of senior managers of non-profit organizations and professional knowledge in the industry, age no more than 60 years old;
(3) Good health and able to work normally;
(4) Full civil qualifications behavioral capacity.
Article 24: Persons with any of the following circumstances cannot serve as chairman, vice-chairman, or secretary-general:
(1) Current national staff;< /p>
(2) Being sentenced to public surveillance, criminal detention or fixed-term imprisonment for a crime, and the date of completion of the sentence has not exceeded 5 years;
(3) Being sentenced to deprivation of political rights for a crime and being During the execution period or have been sentenced to deprivation of political rights;
(4) Have served as the chairman, vice chairman or secretary-general of a foundation that has been deregistered due to violations of the law, and have committed illegal acts against the foundation Bear personal responsibility and it has not been more than 5 years since the foundation was revoked.
Article 25: The chairman, vice-chairman and secretary-general shall be residents of mainland China. Hong Kong residents, Macau residents, Taiwan residents and foreigners who serve as vice-chairmen must stay in mainland China for no less than 3 months each year.
Article 26 The term of office of the Chairman, Vice Chairman, and Secretary-General is four years, and they shall not be re-elected for more than two terms. If re-election is required due to special circumstances, the appointment must be approved by the business supervisory unit and the registration management authority, and approved by more than two-thirds of all members of the Board of Directors before taking office.
Article 27 The chairman is the legal representative. The legal representative of the Foundation does not concurrently serve as the legal representative of other organizations.
If the legal representative of the Foundation exceeds his authority or neglects his duties, causing the Foundation to commit illegal acts or suffer property losses, the legal representative shall bear personal liability in accordance with the law.
When the legal representative of the Foundation leaves office, he shall conduct an audit of his financial responsibilities during his tenure.
Article 28 The Chairman shall exercise the following powers:
(1) Convene and preside over meetings of the Board of Directors;
(2) Formulate the work plan of the Board of Directors and implement it;
(3) Supervise the directors to perform their duties;
(4) Inspect the implementation of the board of directors’ decisions;
(5) Cooperate with Two-way communication between the directors and the secretariat;
(6) Signing or authorizing the signing of relevant documents on behalf of the Foundation;
(7) Other powers granted by the board of directors.
The chairman may authorize the resident vice-chairman to exercise the above-mentioned relevant powers as necessary.
Article 29 The Board of Directors shall establish an implementation group and a professional group. The establishment and adjustment of executive groups and professional groups are proposed by the chairman and decided by the board of directors meeting. The executive group and professional groups are accountable to the Board of Directors and have no decision-making power.
(1) The Board of Directors shall establish an implementation group. The execution group shall have one convener, who shall be concurrently served by the resident vice-chairman. The executive team is responsible for the daily work of the board of directors, including preparing for board meetings, determining meeting procedures and topics; preparing and executing the board's work budget; implementing the recruitment of new directors; organizing the self-evaluation work of the board of directors; and executing other matters determined by the board of directors. task. During the inter-session period of the Board of Directors, with the approval of the Chairman of the Executive Group, emergency matters may be handled and reports shall be made at the Board of Directors meetings.
(2) The Board of Directors may establish several professional groups as needed. Each professional group has 1-2 conveners, who are concurrently served by the vice chairman or director. As an internal division of the Council, the professional group is responsible for investigating and studying certain special matters and forming proposals as the basis for the Council's decision-making.
(3) The executive team and professional team of the Board of Directors may recruit non-director experts and senior managers of the Foundation to participate when necessary.
Article 30 The Board of Directors may establish honorary positions as needed.
Article 31 The Board of Directors shall have a secretariat. The Secretariat is the executive agency of the Council and carries out daily work under the leadership of the Council.
The secretariat has a secretary-general and several deputy secretaries-general, and implements the secretary-general responsibility system.
The deputy secretary-general is nominated by the secretary-general and decided by the board of directors. The secretariat may have several part-time deputy secretaries-general as needed.
Article 32 The Secretary-General shall exercise the following powers:
(1) Preside over the daily work, organize the implementation of the resolutions of the Board of Directors; implement all policies formulated by the Board of Directors, and assume and complete The work goals and tasks assigned by the Board of Directors;
(2) Formulate business development plans and major project plans and submit them to the Board of Directors for decision;
(3) Comply with the main tasks determined by the Board of Directors Customers are the people we serve, and we establish, develop and support interactive and sustainable cooperative relationships with customers;
(4) Promote the realization of the foundation’s financial goals, ensure normal donation income and funding expenditures, and ensure that funding expenditures and funds Reasonable structure;
(5) According to the board of directors' principles on asset operation, specifically assume the responsibility for asset management, achieve safe asset operation and maintain and increase value;
(6) Recommendation and leadership A socially responsible and effective secretariat management team will provide opinions and suggestions on adjusting positions or positions to those who are incompetent;
(7) Select staff with enthusiasm and professional knowledge, and reasonably Appointment, establishing a management mechanism of survival of the fittest, so that human resources can meet work needs and be developed;
(8) Condensate the culture of the Foundation, advocate and cultivate professionalism;
(9) ) Responsible for communicating with the directors, cooperating with the chairman and vice-chairman to achieve information sharing and provide support for the board of directors' decision-making;
(10) Regularly report annual work progress and financial plans to the board of directors The implementation of the strategic plan, as well as the progress of long-term actions taken to implement the strategic plan, are subject to the supervision and inspection of the Board of Directors and Supervisors. Article 33 This foundation is a national public fundraising foundation, and its income comes from:
(1) Income from organizational fundraising;
(2) Natural persons, legal persons or other Voluntary donations from organizations;
(3) Investment income;
(4) Government funding or appropriations;
(5) Other legal income.
Article 34 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 specified in the charter.
Article 35 When the Foundation organizes fund-raising, it 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 36 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 37 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, they can be auctioned, sold for charity or sold in accordance with the law, and the proceeds will be used for donation purposes.
Article 38 The assets of this foundation are mainly used for:
(1) Business activity costs;
(2) Management expenses;
(3) Financing expenses;
(4) Asset value preservation and appreciation;
(5) Other expenses decided by the Board of Directors.
Article 39: The Foundation’s major fundraising refers to:
(1) National fundraising that requires approval in accordance with national laws;
(2) Fundraising with an estimated amount of more than 50 million yuan;
(3) Fundraising overseas;
(4) Other activities that the Board of Directors considers to have a significant impact on the Foundation .
The foundation’s major investments refer to:
(1) Annual investment plan;
(2) Equity investment with an amount exceeding 10 million yuan;
(3) Non-conventional investments in stock funds and hybrid funds with an amount outside the annual investment plan exceeding 20 million yuan.
Article 40 The Foundation shall maintain and increase the value of the Fund in accordance with the principles of legality, safety and effectiveness.
Article 41 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 42 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 43 Donors have the right to inquire from the Foundation about the use and management of property donated by themselves or the Foundation, and provide opinions and suggestions. Inquiries from donors should be answered promptly and truthfully.
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 44 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 agreed in the agreement or has other violations of the agreement, the Foundation has the right to terminate the funding agreement.
Article 45 The Foundation implements the "Accounting System for Private Non-Profit Organizations" formulated by the People's Republic of China and the Ministry of Finance, conducts accounting in accordance with the law, establishes and improves an internal accounting supervision system, and ensures that accounting The information is legal, true, accurate and complete.
The Foundation accepts tax supervision and accounting supervision implemented by the tax and accounting authorities in accordance with the law.
Article 46 The Foundation is equipped with professionally qualified accounting personnel. Accountants cannot also serve as cashiers. When accounting personnel transfer jobs or leave their jobs, they must clear the handover procedures with the person who takes over.
Article 47 The fiscal year of the Foundation is from January 1st to December 31st in the Gregorian calendar. The annual financial accounting report shall be audited by an accounting firm and submitted to the Board of Directors for review before March 31. The Board of Directors shall review and approve the following matters:
(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;
(4) Announcement of annual financial accounting reports.
Article 48 The Foundation shall conduct financial audits when conducting annual inspections, term changes, replacement of legal representatives, and liquidation.
Article 49 The Foundation shall accept annual inspections organized by the registration management authority in accordance with the "Foundation Management Regulations".
Article 50: 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. Article 51 The Foundation shall be terminated if one of the following circumstances occurs:
(1) Complete the mission stipulated in the charter;
(2) Unable to continue in accordance with the mission stipulated in the charter Engage in public welfare activities;
(3) The foundation is split or merged.
Article 52 The termination of the Foundation shall be reported to the business supervisory unit for review 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 53 Before the Foundation handles deregistration, it 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 54 The remaining property after the foundation has been cancelled, shall be used for undertakings related to the purpose of the foundation under the supervision of the business supervisory unit and the registration management authority and in accordance with relevant national 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 mission as the foundation, and announce it to the public. Article 56 This Article of Association was voted and adopted at the second meeting of the Seventh Council on March 28, 2014.
Article 57 The right to interpret this charter belongs to the Board of Directors.
Article 58 This Article of Association shall take effect from the date of approval by the registration management authority.