Chapter 1 General Provisions

Article 1 The name of this foundation is China Biodiversity Conservation and Green Development Foundation.

The English translation is: China Biodiversity Conservation and Green Development Foundation, referred to as CBCGDF

Article 2 This foundation is a public foundation. The scope of this foundation's public fundraising is China and the countries and regions that allow this fund to raise funds.

Article 3 The purpose of this foundation: to mobilize the whole society to care about and support the cause of biodiversity conservation and green development, to protect national strategic resources, to promote the construction of ecological civilization and the harmony between man and nature, and to build a better world for mankind. home.

Article 4 The original fund amount of the Foundation is RMB 8 million, which comes from domestic and foreign donations.

Article 5 The registration and management authorities of the Foundation are the People’s Republic of China and the Ministry of Civil Affairs, and the business manager is the China Association for Science and Technology.

Article 6 The residence of the Foundation: Beijing.

Chapter 2 Business Scope

Article 7. Business Scope of the Foundation’s Public Welfare Activities

(1) Establish a demonstration base, organize and support the development of biodiversity conduct scientific research and science popularization activities on sexual protection and green development, and support technology development in line with the purpose of the Foundation;

(2) Carry out international exchanges and cooperation, organize international and domestic academic exchanges related to the Foundation’s business, and Forum;

(3) Carry out and support personnel training and business consulting activities within the business scope of the Foundation;

(4) Organize awards for contributions to biodiversity conservation and green development. Groups and individuals who have made contributions;

(5) Carry out and fund other projects and activities that are consistent with the purpose of the Foundation.

Chapter 3 Organizational Structure and Person in Charge

Article 8 The Foundation shall consist of a Board of Directors composed of 5-25 directors. Each term of directors of the Foundation is 5 years. Upon expiration of the term, they may be re-elected.

Article 9 Qualifications of Directors

(1) Love biodiversity conservation and green development public welfare undertakings, identify with the purpose of the Foundation, care for and support the work of the Foundation, And volunteer to serve the Foundation;

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

(3) Have strong public interest responsibilities and be able to participate in discussions independently and objectively based on the principles of fairness, impartiality and openness;

(4) Have strong public interest responsibilities The deliberation, decision-making and interpersonal communication skills;

(5) Good health, able to work normally, and having full capacity for civil conduct.

Article 10: The appointment and removal of directors

(1) The first session of directors shall be nominated by the business supervisory unit, major donors and sponsors respectively and determined through consultation;

(2) When the Board of Directors is re-elected, the business supervisory unit, the Board of Directors, and the major donors shall jointly nominate candidates and organize a re-election leadership group, and organize all candidates to be elected jointly The new term of directors;

(3) The removal and addition of directors shall be voted by 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 Filing with the registration management authority;

(5) Close relatives are not allowed to serve on the board of directors at the same time.

Article 11 Rights and Obligations of Directors

(1) Directors have the right to elect, be elected and vote;

(2) Directors have the right to comment on meetings Raise doubts on draft documents or other materials submitted for discussion, and request explanations from the Secretary-General or the drafter entrusted to draft the draft document;

(3) Directors have the right to access relevant documents of the Foundation, Inquire about the relevant work of the Foundation, and have the right to make suggestions to the Chairman for convening extraordinary meetings or special meetings;

(4) Directors should understand the purpose of the Foundation and the various activities carried out by the Foundation The operation methods of activities and projects, and be familiar with the legal regulations related to non-profit organizations;

(5) Directors should abide by relevant national laws and regulations and the Articles of Association of the Foundation, implement the resolutions of the Board of Directors, conscientiously perform their duties, and safeguard the Foundation. The interests of the foundation;

(6) Directors should attend board meetings on time, prepare opinions on topics, and actively put forward relevant suggestions or opinions;

(7) Directors should understand this The basic situation and needs of the foundation, mobilize social forces to expand funding sources, and contribute to the development of the foundation and its various undertakings;

(8) Directors should support the work of the foundation and cooperate with the board of directors The secretariat establishes a positive interactive relationship.

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) 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-generals nominated by the secretary-general and the main persons in charge of each agency Appointment;

(8) Listen to 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;

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(10) Decide on the establishment and candidates for honorary positions;

(11) Decide on other major matters.

Article 13 The Board of Directors shall hold at least two meetings each year. The Board of Directors meetings shall be convened and chaired by the Chairman.

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 must be attended by more than 2/3 of the directors before it can be convened; the resolutions of the board of directors must be passed by more than half of the directors present to be effective.

Resolutions on the following important matters must be voted by the directors present and passed by more than two-thirds of them 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, Mergers and Terminations.

Article 15 The Board of Directors shall prepare meeting minutes. When a resolution is formed, 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 meeting minutes, the director can be exempted from responsibility. The minutes and minutes of the board meetings should be kept as institutional files for a long time.

Article 16 The Foundation shall have 3-4 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 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;

(2) Registration authority Assigned according to work needs.

(3) Supervisors shall be changed in accordance with the procedures for their creation;

Article 19 Rights and Obligations of Supervisors

(1) Supervisors shall follow the procedures stipulated in the Articles of Association Inspect the foundation's financial and accounting information, and supervise the board of directors' compliance with laws and charters;

(2) Supervisors attend the board of directors and have the right to raise questions and suggestions to the board of directors, and shall report to the registration management authority, The business supervisory unit and the taxation and accounting supervisory departments shall report the situation;

(3) Supervisors shall abide by relevant laws, regulations and the foundation's articles of association, and faithfully perform their duties.

Article 20 The directors who receive 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 , experienced, impartial and honest, with a democratic style;

(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) Be in good health and be able to work normally;

(4) Have full capacity for civil conduct.

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

(1) Those who are current state workers;

(2) Those who have been sentenced to public surveillance, criminal detention or fixed-term imprisonment for crimes, and the period has not exceeded 5 years since the completion of the sentence;

(3) Those who have been sentenced to deprivation of political rights for a crime are currently serving or have been sentenced to deprivation of political rights;

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

Article 25 Hong Kong residents, Macau residents, Taiwan residents and foreigners who serve as the Vice Chairman or Secretary General of the Foundation must stay in mainland China for no less than 3 months each year.

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 expenses required for daily work;

( 5) Other rights granted by the Board of Directors.

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 of the Foundation and organize and implement the work of the Foundation

(2) Organize and implement the Foundation’s annual charity activity plan;

(3) Formulate the Foundation’s internal management rules and regulations and submit them to the Board of Directors for approval;

(4) Coordinate the work of various departments, propose the appointment or dismissal of the deputy secretary-general and the principal persons in charge of each department, and report to the Board of Directors for decision;

(5) Accept the supervision of the Board of Directors and the Board of Supervisors, Inspect and regularly report annual work progress to the Board of Directors;

(6) Other powers granted by the Charter and the Board of Directors.

Chapter 4 Management and Use of Property

Article 29 This foundation is a public foundation, and its income comes from:

(1) Income from organizational fundraising;

(2) Voluntary donations from domestic and foreign natural persons, legal persons or other organizations;

(3) Government funding;

(4) Investment income;

(5) Other legal income.

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

Article 33 The Foundation will use its property in accordance with the purposes stipulated in the charter and the business scope of public welfare activities. The donation agreement clarifies the specific use method of the donation, and it will be used according to 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 the Foundation are mainly used for:

(1) Directly used for biodiversity conservation and green development activities related to the mission and mission of the Foundation;< /p>

(2) External exchanges, cooperation and training;

(3) Publicizing and popularizing knowledge on biodiversity conservation and green development;

(4) Rewards for biodiversity Groups and individuals who have contributed to the cause of sexual protection and green development;

(5) Daily office work of the foundation.

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

(1) Annual investment plan;

(2) The investment amount is within 300 Investment activities exceeding RMB 10,000.

The foundation’s major fundraising activities refer to:

(1) National fundraising activities that require approval in accordance with national laws;

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

(3) Fundraising activities overseas.

Article 36 The Foundation shall maintain and increase 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 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.

When 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 cancel 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 professional 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:

(2) Business plan and budget of funds and expenditures for this year;

(3) Property inventory.

Article 44 The Foundation shall conduct financial audits when conducting annual inspections, term changes, changes in 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.

Chapter 5 Termination and Disposal of Residual Property

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

(1) Completion The purpose stipulated in the articles of association;

(2) The inability to continue to engage in public welfare activities in accordance with the purpose stipulated in the articles of association;

(3) The foundation is split or merged;

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 deregistration, the Foundation shall establish a liquidation organization under the guidance of the business supervisory unit of the registration management authority 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) ) Donate to units engaged in in-situ and ex-situ biodiversity conservation;

(2) Donate to biodiversity conservation and green development demonstration bases.

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.

Chapter 6 Amendments to the Articles of Association

Article 51: Modifications to the Articles of Association must be reported 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.

Chapter 7 Supplementary Provisions

Article 52 This Article of Association was approved by the Board of Directors on September 21, 2009.

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.