CHAPTER Ⅰ． GENERAL PROVISIONS
The name of the Foundation is Shanghai Angel Charity Foundation.
The Foundation is a non-public fundraising Foundation.
The mission of Shanghai Angel Charity Foundation is: to ensure healthy lives, to carry forward the spirit of humanitarianism, to provide disadvantaged people with medical treatment and other forms of help, to carry out various charity activities, to exemplify the harmony of our society.
The registered capital of the funds is 2 million (RMB), originated from social donations.
The Registration Authority of the Foundation is Shanghai Administration Bureau of NGOs, the relevant department in charge of industry is the Shanghai Municipal Commission of Health and Family Planning.
The Foundation is located in Shanghai Municipal.
CHAPTER Ⅱ． WORK RANGE
Work range: to provide medical aid and health care service to the underprivileged population through donations accepted from people from all walks of life.
1. To accept donations from domestic and overseas groups, enterprises and individuals who are wiling to dedicate themselves to public welfare undertakings.
2. To offer basic medical and healthcare service for people who lack medical insurance premium and live under the poverty-line as well as disadvantaged citizens, to reduce the risk of them becoming poorer as a result of serious diseases.
3. To aid hospitals that offer basic medical services to people living under the poverty line.
4. To support all sorts of social services of the public welfare undertakings open to the whole city in order to help disadvantaged people.
CHAPTER Ⅲ． STRUCTURE AND RESPONSIBLE PERSONNEL
The Foundation shall have a Board of Trustees composed of eight to fifteen members.
The trustees shall serve five years as a term and can be re-elected at the end of a term.
Qualifications of the trustees
1. Abide by national policies and laws, demonstrate integrity, seriousness and other principles
2. Wiling to dedicate themselves to public welfare undertakings and make great contributions to the development of the Foundation
3. Representatives and individuals of organizations, enterprises overseas or from Taiwan, Hong Kong and Macao
4. Prominent contributors of noble character and high prestige shall be entitled as honorary trustees.
Nomination and Dismissal of the trustees
1. The First Board of Trustees shall be formed by an agreement on the members nominated respectively by the relevant department in charge of industry, major donors and initiators.
2. At the end of each term the relevant department in charge of industry, the trustees and the major donors shall jointly nominate candidates for trustees, and shall form a term-changing leading group as well as organize all candidates for an election of new trustees.
3. Motions for dismissals or additions of trustees shall be passed by a vote of the Board of Trustees and approved by the relevant department in charge of industry.
4. Results of elections and dismissals of trustees shall be reported to and recorded at the registration authority.
5. The trustees with close relative relationship shall not exceed one-third of the total number.
Rights and obligations of the trustees
1. Obeys the Constitution of the Foundation, has the rights to participate in meetings of Board of Trustees, to discuss work plans, service scopes and other activities of Board of Trustees.
2. Carries out the resolution of Board of Trustees earnestly and spares no effort to carry out duties required by the Foundation in its best interests.
3. Provides the essential voluntary service for the Foundation if necessary
4. Positively donates for the Foundation, participates in all kinds of public commonweal activities organized by the Foundation
5. Has the right to review and oversee activities of the Foundation, and put forward suggestions and comments.
The Board of Trustees is the decision-making body of the Foundation. The Board of Trustees shall perform the following obligations:
1. To draw up and amend the Constitution.
2. To elect and dismiss the Chairman, Vice Chairman and Secretary General.
3. To decide on matters of great importance, including the raising, administration and using of funds.
4. To make the annual budget and review of yearend final accounts.
5. To set up internal managerial system.
6. To decide on the establishment of offices, branches and representative offices.
7. To approve the nominations of Deputy Secretary General, major principles in other departments made by the Secretary General.
8. To hear and review the work report of the Secretary General and to look over the work of the Secretary General.
9. To decide on the separation, merger, and termination of the Foundation.
10. To decide on other matters of great importance.
Board of Trustees shall meet twice annually convened and chaired by the Chairman.
In case one-third of the Trustees propose that a Meeting of Board of Trustees be convened, a Meeting of Board of Trustees shall be held. When such a meeting must be held and the Chairman cannot convene it, trustees who have made such proposal shall nominate a convener.
The Chairman or the Meeting convener shall inform all Trustees and Supervisors at least five days in advance of the Meeting.
A Meeting of Board of Trustees can be held only when at least two-thirds of trustees are present. Resolutions at Meetings shall be considered passed by a majority vote of at least half of trustees present.
Resolutions regarding the following matters shall be decided by voting of Trustees present at a Board of Trustees Meeting, and shall be considered passed when two-thirds of the Trustees present are in favor,
1. Revision of the Constitution of the Foundation.
2. Election or dismissal of Chairman, Vice Chairman, or Secretary General.
3. Fundraising and investments of great importance in compliance with the Constitution.
4. Separation, merger or termination of the Foundation.
Minutes of the Board of Trustees meeting.
Any Board of Trustees Meeting shall have meeting minutes. When a resolution is adopted, it shall be recorded right away in the meeting minutes, which shall be reviewed, checked and signed on the spot by the Trustees present. Trustees present at a Board of Trustees Meeting that pass any resolution running counter to relevant disciplines, Constitution or the Constitution of the Foundation and that results in negative effects on the Foundation shall be held responsible for the negative results, and those Trustees who are against such a resolution at voting as recorded in the Board of Trustees Meeting minutes shall be exempt from being responsible for the negative results.
This Foundation shall sets up 1-3 supervisors, whose term shall be the same as the Trustees and who may be re-appointed.
Trustees, close relatives of the Trustees or financial staff of the Foundation shall not be appointed as the Supervisor.
Appointment and Dismissal of the Supervisor.
1. The Supervisor shall be selected and appointed by the major donors and the relevant department in charge of industry respectively.
2. The Supervisor shall be appointed by the Registration Authority of the Foundation out of consideration of the work needs of the Foundation.
3. Change of the Supervisor shall follow the procedure for Nomination and Appointment of the Supervisor.
Rights and Obligations of the Supervisor.
1. The Supervisor shall inspect and check the finances and accounting documents of the Foundation in compliance with its Constitution, and shall supervise Board of Trustees according to the laws and the Constitution of the Foundation.
2. The Supervisor shall be present at Board of Trustees Meetings, shall have the right to question the Board of Trustees and/or give comments, and shall have the right to report to the Registration Authority, the relevant department in charge of industry, and relevant taxation and financial authorities about the Foundation.
3. The Supervisor shall abide by relevant laws and Constitution, and the Constitution of the Foundation, and shall carry out the duties of the Supervisor trustily.
The number of Trustees who get paid by the Foundation shall not exceed one-third of the total number of Trustees. The Supervisor and those Trustees who are not full time personnel at the Foundation shall not get paid by the Foundation.
TheTrustees shall not be involved in decision-making on matters related to personal interests, and the Trustees and the Supervisors, and their relatives shall not have any business (financial or trading) relations with the Foundation.
The Board of Trustees shall have a Chairman, a Vice Chairman, and a Secretary General, all of whom shall be elected from among the Trustees.
The Chairman, the Vice Chairman and the Secretary General shall meet the following qualifications:
1. Quite influential in fields related to the Foundation.
2. Under 70 years old and the Secretary General shall serve full time.
3. In good health and be able to undertake normal work.
4. Have the complete civil capacity.
Any of the following personnel shall not serve as Chairman, Vice Chair or Secretary General of the Foundation:
1. Current civil servants.
2. Within five years from the ending of a detention, prison, or sentence.
3. Political rights being deprived of or have been deprived of due to criminal acts.
4. Former Chairmans, vice Chairmans or secretaries general who once served in a Foundation which was closed by relevant authorities due to lawbreaking acts and who were responsible for those acts, and they are still within five years from the termination of the Foundation.
Chairman, Vice Chairman and Secretary General shall serve five years as a term, and shall not serve more than two terms consecutively. In case there is a special need for Chairman, Vice Chairman or Secretary General to serve for more than two terms consecutively, such a need shall be approved by voting at the Board of Trustees Meeting through a special procedure, and approved by the Registration Authority.
The Chairman of the Foundation shall be the Legal Person of the Foundation, and shall not serve as legal person of any other organizations.
The Legal Person of the Foundation shall be a resident in mainland China.
The Legal Person shall be held partially responsible for any breaches of the Administration of the Foundation and this Constitution, and shall be held personally responsible if any breaches mentioned above or damages done to the properties of the Foundation is due to the Legal Person's breach of duty.re due to the Legal Person's breach of duty.
The Chairman of the Foundation shall have the power to:
1. Convene and chair Board of Trustees Meetings.
2. Oversee the implementation of resolutions passed by the Board of Trustees of the Foundation.
3. Sign important documents on behalf of the Foundation.
4. Other authorities entitled by the Constitution and the Board of Trustees.
The Vice Chairman and the Secretary General shall work under the leadership of the Chairman, and the Secretary General shall have the power to:
1. In charge of routine work and implementation of resolutions of the Board of Trustees.
2. Plan and carry out annual activities of the Foundation for the good of the general public.
3. Work out plans for fundraising, administration and usage of funds raised.
4. Plan internal management Constitution and report to the Board of Trustees for approval.
5. Recommend personnel to be appointed or dismissed as Deputy Secretary General and/or Financial Chief to the Board of Trustees for its final decision.
6. Recommend personnel to be appointed or dismissed as Department Directors to the Board of Trustees for its final decision.
7. Decide on the full time staff in the Departments.
8. Coordinate different departments.
CHAPTER Ⅳ．PROPERTY MANAGEMENT AND USAGE
This foundation is a non-public fundraising foundation, engaged in public benefit activities and unprofitable activities. The main scope of activities is in within our borders and all the income sources shall be from:
1. Donation or aid from enterprises, companies and from other organizations as well as individuals.
2. Donation or aid from friendly associations, organizations and individuals overseas or from Taiwan, Hong Kong and Macao.
3. Investment returns.
4. The increased value of original funds of this Foundation.
5. Other legal income of this Foundation.
The assets and other income of Foundation must be protected by related laws and regulations. No unit or individual shall encroach on, share (divide) in private or divert the assets of Foundation to other purposes.
The usage of assets of Foundation must accord with the aims and business scope prescribed in the articles of constitution; donations with specific usage in donation agreement must be used in accordance with the donation agreement.
Donated goods that can not be used in accordance with aims of Foundation should be sold off or auctioned, and all proceeds should be used for donations.
Period of validity of donated medicines should be more than half year, and cost of destroying overdue medicines should be paid by donators.
Property of the Foundation shall be mainly used in:
1. Projects or programs to offer the people living under the poverty line with charitable medical service.
2. Medical organizations offering basic medical services to people living under the poverty-line.
3. Various public welfare undertakings aiming to care people living under the poverty line.
4. Daily expenditures.
5. Except the legitimate expense related to the foundation, all the income we received should be used to the public benefit activities and unprofitable activities stipulated in the regulations.
6．The property and its interest are not used in distribution, except proper salary and wages.
Large-scale fundraising activities and investments shall mean:
1. Fundraising activities with proviso.
2. Investment valued more than 100,000 Yuan.
The Foundation shall keep and increase the value of funds in the principle of legality, security as well as effectiveness.
The Foundation shall spend on commonweal activities each year no less than 8% of the funds left in the previous year.
Annual wages and bonuses of the staff and administrative expenditure of the Foundation shall not exceed 10 % of the gross annual income of the Foundation.
The Foundation shall make public announcements on its financial support items, the application and review procedures for those items when the Foundation carries out public financial support projects.
Donors have the right to make inquiries to the foundation about how their donation was used and how it is being managed and offer opinions and suggestions concerning this. The foundation shall respond to such inquires in a timely and truthful fashion. The investor doesn't reserve or enjoy any property rights. "The investor" in this paragraph refers to the legal representative, a human being or other organizations apart from various people governments and their departments.
If the foundation violates agreements with donors concerning the use of their donations, the donor has the right to demand the foundation follow their agreement or to ask the courts to revoke the donation and annul the agreement.
The Foundation shall enter into an agreement with parties supported on the mode of support, the amount of support and use of the funds.
The Foundation has the rights to monitor the use of donations. In case a party supported does not use the donations in the way as stated in the agreement or does not honor the agreement in any way, the Foundation has the rights to terminate the support agreement.
The foundations shall employ the national unified system of accounting, keep accounts in accordance with the law and establish a full and effective internal system for the monitoring of accounts and shall guarantee that all accounting documents are legitimate, true, accurate and comprehensive. The foundation accounts the capital, cost and loss of taxable income and income exempt from taxation respectively.
The foundation shall submit themselves to the supervision of their accounts and tax records by the appropriate authorities in accordance with the law.
The Foundation shall have full time and qualified accounting staff. Accountants shall not serve as tellers. Accounting staff shall clearly hand over all work to their successors when leaving the position.
The fiscal year of the Foundation shall be from January 1 of a year to December 31 of the same year, and before the date of March 31 each year the Board of Trustees shall review the following items:
1. Work report and final accounts of the previous year.
2. Work plan and budget for the current year.
3. Listing of Foundation property (name list and related data of donators of the current year).
The Foundation shall have its final accounts audited when annual renewal of license, change of Board of Trustees and legal person occurs.
The Foundation shall accept the yearly inspection by the Registration Authority in accordance with the Constitution on the Management of Foundations.
The Foundation shall announce its work report in media designated by the Registration Authority after its yearly inspection to open to the queries and monitoring from the general public.
CHAPTER Ⅴ． TERMINATION OF THE FOUNDATION AND MANAGEMENT OF THE PROPERTY LEFT
This Foundation shall be terminated when one of the following happens:
1. Mission of the Foundation is finished.
2. Unable to carry out commonweal activities in accordance with the mission as stipulated in this Constitution.
3. A separation or merger of the Foundation occurs.
The Foundation shall report its termination, within 15 days after being passed by voting of the Board of Trustees, to the Registration Authority, to cancel the registration of the Foundation.
The Foundation shall set up a liquidation committee to check up on the Foundation's assets under the guidance of the Registration Authority and the relevant department in charge of industry before the cancellation of its registration.
The Foundation shall submit the liquidation to the Registration Authority to cancel the registration of the Foundation within 15 days of the completion of the liquidation, and during the liquidation no other activities shall be conducted.
According to the regulations, monies left over when the foundation is wound up shall be used for public welfare or unprofitable purpose under the supervision of the relevant department in charge of industryand the organ in charge of registration, or donated by the organ in charge of registration to another public benefit organization with similar aims and objectives to the original foundation. Any such action will be made public.
CHAPTER Ⅵ． AMENDMENTS
Amendments of this Constitution shall be reported to the Registration Authority for its approval within 15 days from being passed by voting of the Board of Trustees.
CHAPTER Ⅶ． SUPPLEMENTARY PROVISIONS
This charter is passed by voting of the Second Board of Trustees at the first Board Meeting on February 24, 2016.
Interpretation of this Constitution shall reside in the Board of Trustees of the Foundation.
This Constitution shall take effect from the date when approved by the Registration Authority.