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◎ Law of Shanghai Angel Charity Foundation on Donation
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- Time of issue:2020-06-04 00:00:00
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This law is enacted with a view to standardizing the act of donation and acceptance of donation of Shanghai Angel Charity Foundation, to win the support from people of all kinds in society to our foundation, to promote the development of medical treatment services and public welfare undertakings, in accordance with "Law of the People's Republic of China on Donation for Public Welfare Undertakings" and "The Fund Management Rules".
CHAPTER Ⅰ. GENERAL PROVISIONS
Article 1.
The name of the Foundation is Shanghai Angel Charity Foundation.
Article 2.
The Foundation is a charitable organization engaged in social welfare and non-profit activities mainly in Shanghai.
Article 3.
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.
Article 4.
The Foundation shall engage in charitable activities in compliance with the principle of legality, voluntary, integrity and non-profit, and shall not be contrary to social morality, shall not endanger national security, and shall not damage the public interests and others legitimate rights and interests.
Article 5.
The Foudation should be eligible for public donations and comply with The Charity Law, Public Donations of Charitable Organizations' Management and other relevant provisions.
Article 6.
The registered capital of the funds is 2 million (RMB), originated from social donations. All the donated property is legitimate.
Article 7.
The Registration Authority of the Foundation is Shanghai Administration Bureau of NGOs, the relevant departments in charge of industry is the Shanghai Municipal Commission of Health and Family Planning.
Article 8.
The Foundation is located in Pudong New Area, Shanghai Municipal.
CHAPTER Ⅱ. WORK RANGE
Article 9.
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 willing 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.
The Foundation would carry out charitable activities strictly in accordance with the Constitution. The activities would not go beyond the scope of the Constitution with the principle of openness and transparency.
Article 10.
The field of the Foundation's charitable activities:
1. Help the poor and the needy ;
2. Promoting the development of education, science, culture, health, sports and other causes.
Article 11.
The Foundation would carry out charitable trust business in accordance with the relevant provisions of The Charity Law and The Trust Law of the People's Republic of China.
Article 12.
The Foundation would carry out charitable activities in accordance with the relevant provisions of The Charity Law.
CHAPTER Ⅲ. STRUCTURE AND RESPONSIBLE PERSONNEL
Article 13.
The Foundation shall have a Board of Trustees composed of five to fifteen members.
The trustees shall serve five years as a term and can be re-elected at the end of a term.
Article 14.
Qualifications of the trustees
1. Have full capacity for civil conduct;
2. Diligence, honesty, probity and integrity;
3. Abide by national policies and laws, demonstrate integrity, seriousness and other principles;
4. Willing to dedicate themselves to public welfare undertakings and make great contributions to the development of the Foundation;
5. Having relevant working experience;
6. Being conscientious and responsible, ensure the use of donated property in accordance with the donors' wishes and the Foundation's public welfare purpose, and guarantee the property security;
7. Prominent contributors of noble character and high prestige shall be entitled as honorary trustees.
Article 15.
Nomination and Dismissal of the trustees
1. The First Board of Trustees shall be formed by an agreement on the members nominated respectively by major donors and initiators and the registration authority;
2. At the end of each term, the board of directors, the major donors and the registration authority 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 registration authority;
4. The trustees with close relative relationship shall not exceed one-third of the total number;
5. Results of elections and dismissals of trustees shall be reported to and recorded at the registration authority.
Article 16.
Rights and obligations of the trustees:
1. The right of voting, elections and standing for election;
2. The right of criticism, suggestion and supervision;
3. To participate in the internal affairs management of the Foundation;
4. To participate in meetings of Board of Trustees, to discuss work plans, service scopes and other activities of Board of Trustees;
5. Positively donating for the Foundation, participating in all kinds of public commonweal activities organized by the Foundation;
6. Obeying the Constitution of the Foundation, safeguarding legitimate rights and interests;
7. Implementing the purpose of the Foundation; carrying out the resolution of Board of Trustees earnestly and spares no effort to carry out duties required by the Foundation in its best interests;
8. Providing the essential voluntary service for the Foundation if necessary.
Article 17.
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 and the deposition 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.
Article 18.
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.
Article 19.
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. Important fundraising and investments of great importance in compliance with the Constitution;
4. Separation, merger or termination of the Foundation.
Important investment program must be approved by more than 2/3 members of the decision-making body.
Article 20.
Any Board of Trustees Meeting shall have meeting minutes. When a resolution is adopted, it 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.
Article 21.
This Foundation shall sets up 1-3 supervisors, whose term shall be the same as the Trustees and who may be re-appointed.
Article 22.
Trustees, close relatives of the Trustees or financial staff of the Foundation shall not be appointed as the Supervisor.
Article 23.
Appointment and dismissal of the Supervisor:
1. The supervisor shall be appointed by the major donors;
2. The supervisor shall be appointed by the relevant administrative department if necessary;
3. The supervisor shall be appointed by the registration authority of the Foundation if necessary;
4. Change of the supervisor shall follow the procedure for Nomination and Appointment of the Supervisor.
Article 24.
Rights and Obligations of the Supervisor:
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.
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 administrative department, and relevant taxation and financial authorities about the Foundation.
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.
Article 25.
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.
The person in charge and the staffs of the Foundation shall not work part-time and get paid in the company which invested by the Foundation.
Article 26.
The Trustees 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.
Article 27.
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.
Article 28.
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.
Article 29.
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 chairmen, vice chairmen 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;
5. Having no capacity for civil conduct or limited capacity for civil conduct;
6. The person in charge of an organization that being banned or whose registration certificate being withdrawn; and they are still within five years from the termination of the organization;
7. Any other situation prescribed by law or administrative regulations.
Article 30.
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 Board shall not concurrently hold the secretary general and vice versa.
Article 31.
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.
Article 32.
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 and dismiss the full time staff in the Departments;
8. Coordinate different departments;
9. Other authorities entitled by the Constitution and the Board of Trustees.
CHAPTER Ⅳ. PROPERTY MANAGEMENT AND USAGE
Article 33.
All the charity property shall be from:
1. Founding capital;
2. Fundraising income;
3. Donation from natural persons, legal persons and other organizations;
4. Investment returns;
5. The increased value of original funds of this Foundation;
6. Other legal income of the Foundation.
Article 34.
The activities of fundraising and receiving donations of the Foundation shall abide by the laws and regulations, and in accordance with the mission of the Foundation and the business scope of charitable activities which are specified in the articles of the Constitution.
Article 35.
The Foundation that recevies donations shall issue to the donors a donation receipt uniformly printed by or printed under the supervision of the finance departments. Donation receipts shall specify the donor, the type and quantity of donations, the charitable organization's name, the name of the person responsible, the date of the receipt, etc. In the case of donors wishing to remain anonymous or waive the donation receipt, the Foundation shall record the relevant information.
When accepting a donation, charitable organizations shall sign a written donation agreement with the donor if the donor requests so. Written donation agreements shall include the names of the donor and the Foundation, the type, quantity, quality, purpose and delivery time of the donated property, etc.
When agreeing on the purpose and beneficiaries of the donated properties, donors and charitable organizations must not appoint interested parties as beneficiaries.
Article 36.
The non public fund-raising activities shall be carried out within the scope of the initiator, members of the Board of Trustees, etc. And the Foudation shall explain the purpose and the usage of the raised funds and items to the donators.
Article 37.
The assets and other income of the 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.
1. The sponsor would not reserve or enjoy any property right to the properties gave to the Foundation.
2. Except the legitimate expense related to the foundation, all the income we received should be used to the charitable cause stipulated in the regulations.
3. The property and its interest are not used in distribution, except proper salary and wages.
4. The foundation accounts the capital, cost and loss of taxable income and income exempt from taxation respectively.
Article 38.
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 cannot 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.
Article 39.
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.
Article 40.
Large-scale fundraising activities and investments shall mean:
1. Fundraising activities with proviso.
2. Investment valued more than 500,000 Yuan.
Article 41.
The Foundation shall keep and increase the value of funds in the principle of legality, security as well as effectiveness.
Article 42.
The proportion of annual expense of charitable activities as stipulated by the Foundation's Constitution and the annual management fee shall be in accordance with the relevant provisions.
The average wage of the Foundations' staffs shall not exceed twice of the per capita wage level of tax registration in the previous year; and the staff welfare shall be implemented in accordance with the relevant provisions of the state.
Article 43.
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.
Article 44.
In accordance with the mission and the Constitution, the Foundation shall employ rational designs for charity projects, optimize implementation processes, lower operating costs, and improve efficiency in the use of charitable property.
1. The Foundation shall establish sound charitable projects system of decision, implenmation and supervision; establish scientific, normative and effective requirements for the establishment, review, implementation, control, evaluation and feedback of charitable projects; and establish project management institutions, staffing personnel, and exercise the project management responsibilities;
2. The Foundation shall adhere to an open, fair and impartial process when determining the beneficiaries of charitable services;
3. The interested person of the Foundation's administration staff shall not be selected as the beneficiary.
Article 45.
Important charitable projects shall be subject to voted and approved by the Board of trustees; and the approval shall not be less than two-thirds of the trustees present.
Important charitable projects included:
1. Annual charity project;
2. Charity project valued more than 500,000 Yuan.
The Foundation should report to the relevant departments in charge of industry before a major charity project.
The use of project fund should be strictly in accordance with the provisions of the state financial accounting system; funds should be used exclusively for its intended purposes.
The management of charitable project funds should consciously accept the supervision of the financial department, audit offices, the relevant departments in charge of industry, registration and administration authority and social public, earnestly fulfill the obligation of information disclosure and accept social supervision.
Article 46.
The foundation should strengthen the project archives management, save the complete information of charity projects, and make the filing and archiving work well of charity projects.
Article 47.
Donors have the right to make inquiries to the foundation about how their donation was used; and copy the related document. The Foundation should respond to the inquiry of donators faithfully in time.
If the foundation violates agreements with donors concerning the use of their donations, or abuse of donated property, the donor has the right to ask for correction; if not, the donor can complain to the Civil Affairs Department or drawing a lawsuit to the people's court.
Article 48.
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.
Article 49.
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 shall submit themselves to the supervision of their accounts and tax records by the appropriate authorities in accordance with the law.
Article 50.
The Foundation shall have full time staff in accordance with the activities 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.
Article 51.
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).
Article 52.
The Foundation shall have its final accounts audited when change of Board of Trustees and legal person occurs.
CHAPTER Ⅴ. REPORT OF MAJOR PROJECT AND DISCLOSURE OF INFORMATION
Article 53.
The Foundation shall fulfill the reporting obligations in accordance with The Charity Law and the relevant requirements and guidelines of major events reports issued by the registration and administration authority.
Article 54.
The Foundation shall carry out information disclosure obligations in accordance with The Charity Law and the relevant requirements of information disclosure proposed by the registration and administration authority.
CHAPTER Ⅵ. TERMINATION OF THE FOUNDATION AND MANAGEMENT OF THE PROPERTY LEFT
Article 55.
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.
(1). Termination of the provisions of the Constitution
(2). Due to division or merger
(3). Not engaged in charity for two consecutive years
(4). To be revoked or revoked the registration certificate according to law
(5). Other circumstances according to the provision of the law and administrative regulations
The board of directors shall establish a liquidation group to conduct liquidation within 30 days from the date of termination, and make a public announcement. If not compose a liquidation group or the liquidation group does not perform the duties, the registration and administration authority may apply to the people's court to designate relevant personnel to form a liquidation group for liquidation.
Article 56.
The Foundation shall report its termination, within 15 days after being passed by voting of the Board of Trustees, to the Responsible Authority for its approval to cancel the registration of the Foundation.
Article 57.
The Foundation shall set up a liquidation committee to check up on the Foundation's assets under the guidance of the Registration Authority before the cancellation of its registration.
Under the supervision of the registration and administration authority, the residual property after the liquidation of the foundation shall be transferred to charitable organizations with the same or similar purposes according to the provisions of the articles of association for charity.
If not specified in provision of Constitution, the residual property shall be donated to charitable organizations with the same or similar purposes of the foundation by the registration and administration authority, and shall be announced to the public.
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.
Article 58.
The Foundation shall be terminated since the date of the registration certificate issued by the registration and administration authority.
CHAPTER ⅥI. AMENDMENTS
Article 59.
Amendments of this Constitution shall be reported to the Overseeing Authority for its approval within 30 days from being passed by voting of the Board of Trustees and shall be reported to the Registration Authority after the approval of the Overseeing Authority.
CHAPTER ⅦI. SUPPLEMENTARY PROVISIONS
Article 60.
This charter is passed by voting of the Third Board of Trustees at the sixth Board Meeting on March 2, 2017.
Article 61.
Interpretation of this Constitution shall reside in the Board of Trustees of the Foundation.
Article 62.
This Constitution shall take effect from the date when approved by the Registration Authority and voting of the Board of Trustees.
Article 63.
If the provision of Constitution are inconsistent with national laws, regulations, rules and policies, the provisions shall prevail in national laws, regulations, rules and policies.
Shanghai Angel Charity Foundation
June, 2006
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