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Constitution

Chapter 1 General Provisions

1.The full name of the foundation is Beijing Meijiang Education Foundation.
2.The foundation is non-public fund raising.
3.The mission of the foundation is to support elementary education and help underprivileged individuals and families change their lives, thus contributing to social harmony and national unity.
4.The foundation’s original endowment amounted to 4.6 million RMB, mainly raised from enterprise and individual donations.
5.The foundation is registered and regulated at the Beijing Civil Affairs Bureau and supervised by the Beijing Municipal Bureau of Education.
6.The foundation is registered at Room 10-B1-1, Fenghuiyuan Compound, Xicheng District, Beijing, China.

Chapter 2 Scope of Activity

7.The activities of the foundation encompass helping children from impoverished families receive basic education.

Chapter3: Organizational Administration

8.The foundation has a Board of Directors with fifteen members. The members serve a term of five years and can be re-elected.
9.Board members must have the following qualifications:
  (1)He/she must have a passion for the charity education cause;
  (2)He/she must be willing to work voluntarily for the foundation;
  (3)He/she must be willing to donate to the foundation;
  (4)He/she must be an exemplary citizen in support of the foundation’s mission.
10.The election and removal of Board members:
  (1)The initial Board of Directors should be recommended and appointed jointly by the supervising organization, the main donors, and the initiator.
  (2)At the general election, candidates should be nominated jointly by the supervising organization, the present Board of Directors, and the main donors. The new members of the Board of Directors should be selected from the candidates.
  (3)Removal and appointment of a Board member should be decided by vote by the Board of Directors and should be submitted to the supervising organization for approval.
  (4)The result of an election and removal of a Board member should be entered into the records of the administrating organization.
  (5)Those of kinship relationship should not serve on the same Board of Directors.
11.Rights and obligations of the member of Board of Directors:
  The members of the Board of Directors enjoy the following rights:
  (1)To elect and to be elected;
  (2)To vote;
  (3)To give suggestions and make recommendations;
  (4)To participate in the internal management of the foundation;
  (5)Other rights as stipulated in the constitution.
  The members of the Board of Directors should fulfill the following obligations:
  (1)To observe the constitution;
  (2)To implement the resolutions of the foundation;
  (3)To execute work entrusted to them;
  (4)To protect the reputation of the foundation;
  (5)Other obligations as stipulated in the constitution.
12.As the policy-making body, the Board of Directors performs the following functions:
  (1)To draft and to make revisions to the constitution of the foundation;
  (2)To elect and to remove the president, the vice president, and the secretary general;
  (3)To make decisions on major operational activities, including the raising, management and use of funds;
  (4)To audit annual income and expenditures;
  (5)To make regulations for internal administration;
  (6)To make decisions regarding establishment of administrative, branch, and representative offices;
  (7)To approve the vice secretary general and heads of departments nominated by the secretary general;
  (8)To review and examine work reports submitted by the secretary general, and to inspect the work of the secretary general;
  (9)To make decisions regarding divisions, mergers and suspensions of the foundation;
  (10)To decide on other major issues.
13.The Board of Directors meets semi-annually. Meetings are summoned and presided over by the president. A meeting is held at the request of one third of the board members. If the president is unable to convene a meeting, a congregator should be elected by the proposing members. All the board members and the supervisors should be informed five days in advance of the meeting.
14.A meeting of the Board of Directors cannot be held with less than two thirds of the Board members in attendance, and the resolutions of the Board of Directors meeting cannot become effective unless they are approved by over half of the Board members.
Decisions concerning the following issues can become effective only with the presence of at least two thirds of the Board members:
  (1)Amendment of the constitution;
  (2)Election and removal of the president, vice president, and the secretary general;
  (3)Important fund-raising and investments as stipulated in the constitution;
  (4)Divisions and mergers of the foundation;
  (5)Other issues of considerable impact on the foundation.
15.Minutes of each meeting of the Board of Directors should be recorded. Once a resolution has been adopted, a summary of the meeting should be made on the spot, examined and signed in the presence of all the Board members who were in attendance. If the adopted resolution is against the law, or contradicts the constitution of the foundation, which would consequently bring damage to the foundation, the board members who participate in the meeting hold responsibility. However, members who expressed disagreement by vote, as noted in the minutes, would be exempted from liability.
16.The foundation has a five member Supervisory Board, one member being elected to serve as the presiding supervisor. The term served by the supervisors is the same as that of the directors. A supervisor can be re-elected.
17.No board member, or close relative of any board member, or the financial personnel of the foundation can serve as supervisor.
18.Appointment and removal of supervisors:
  (1)The major donors and supervising organization should nominate candidates;
  (2)The registration and administration organization should assign candidates when needed;
  (3)The change of supervisors should be carried out according to the procedure of the appointment.
19.The rights and obligations of supervisors:
To examine the financial and accounting materials according to the procedures stipulated by related regulations; to supervise the Board of Directors to observe the legal regulations; to question and give suggestion at board meetings non-voting attendees; to report to the administrative organization, the supervising organization, and the governmental office in charge of tax and accounting. The supervisors should faithfully fulfill their responsibility, abiding by the relevant laws, regulations, and the constitution of the foundation.
20.There should be no more than one third of the Board members who get pay from the foundation. Supervisors and Board members who do not work on a full-time basis for the foundation should not be paid.
21.Should any board member have any personal interest in a matter decided upon by the foundation, he/she should not take part in decision-making regarding that matter. No board member, supervisor, or their relatives can conduct any transaction with the foundation.
22.The Board of Directors should have a president, vice president, and secretary general, all elected from among the Board members.
23.The president, vice president, and secretary general should have the following qualifications:
  (1)Have considerable influence in the activities of the foundation;
  (2)No older than 70 years; the secretary general is a full-time post;
  (3)In good health, being of good physical and mental condition to work;
  (4)Have full civil rights and liabilities.
24.Persons in the following circumstances could not serve as the president, vice presidents, or the secretary general:
  (1)On post staff of governmental organizations;
  (2)Those who have committed a criminal offence, or have been sentenced under control/in custody/for imprisonment; and it is less than five year since they have served their term;
  (3)Those who are sentenced to be deprived of political rights and are serving a prison term, or who had been deprived of political rights;
  (4)Those who have served as the president, vice president, or the secretary general in a foundation and been revoked of their post due to violation of the law, and who held a personal responsibility for the violation; and it is less than five years since the revocation of registration.
25.The term of the president, vice presidents, and the secretary general is five years, and serving two consecutive terms is the maximum. Any seeking to serve more than two consecutive terms for specific reasons, must first obtain the approval by the Board of Directors by vote, and have been inspected by the supervising organization, and permitted by the administrative organization.
26.The president is the legal representative of the foundation. In his/her term, he/she should not serve as the legal representative of another organization. He/she should hold Chinese citizenship. When a violation against the Foundation Control Ordinance or the constitution of this foundation took place, the president should be held responsible. But if the president’s dereliction of duty results in violation against the law or financial loss of the foundation, the president should hold personal responsibility.
27.The president exercises the following power:
  (1)To summon and preside over the meeting of the Board of Directors;
  (2)To examine the implementation of the resolution adopted by the Board of Directors;
  (3)To sign important documents on behalf of the foundation;
  (4)To ensure the execution of the annual public welfare activities planned by the foundation;
  (5)To draft the regulation for internal management of the foundation, and submit it for approval to the Board of Directors;
  (6)To make plans for fund raising, management and application;
  (7)Other powers invested in him/her by the Board of Directors.
The vice presidents and the secretary general carry out their respective duties under the leadership of the president. The secretary general exercises the following power:
  (1)To manage the daily routine of the office, and to organize the implementation of the resolution adopted by the Board of Directors;
  (2)To co-ordinate the work between different departments of the foundation;
  (3)To nominate and to suggest dismissal of the deputy secretary general and financial director to Board of Directors for approval;
  (4)To nominate and to suggest dismissal of the head of departments of the foundation to Board of Directors for approval;
  (5)To decide on the employment of full time staff for all departments;
  (6)Other powers invested by the Board of Directors.

Chapter 4 Asset Management and Utilization

28.The foundation, being non-public fund raising, receives its revenue from the following sources:
  (1)Donations from individuals;
  (2)Voluntary donations from legal entities and other organizations;
  (3)Investment;
  (4)And other lawful income.
29.The funds raised and accepted by the foundation should be in line with the law, the principles stipulated by the constitution, and should also fall in scope of public welfare activities.
30.The assets and income of the foundation are under the protection of the law and no organization or individual should be allowed to infringe, divide, or misappropriate them.
31.The foundation makes use of its assets in accordance with the tenet of its constitution and within the scope of charitable activities. If agreement is reached on the means to use a specific donation, it should be carried out as agreed upon. In case the donated materials cannot be used in line with the tenet of the foundation, those materials can be sold or auctioned, with the income from such designated to be used for charitable purposes.
32.Assets of the foundation are mainly used in the following ways:
  (1)To help students from destitute areas finish their studies;
  (2)To support schools in impoverished regions;
  (3)To set up incentive scholarships for students from destitute areas.
33.Important fund-raising activities and investments are:
  (1)One-time donations of over 100 thousand RMB;
  (2)One-time investments of over 100 thousand RMB;
  (3)Other operations regarded as important by the Board of Directors.
34.The foundation should aim for capital protection and asset value growth in accordance with lawful, secure, and effective asset management principles. The increased funds should be used for charitable purpose.
35.The annual expenditures in charity activities as stipulated in the constitution of the foundation should be no less than 80 per cent of the total income of the previous year. The expenses in paying salary and welfare to the staff, and administration operating cost should be no more than 10 per cent of the total income of the current year.
36.Of all the projects initiated for charitable purposes, the foundation should keep open the types of projects, and the procedures for application and examination.
37.Any donor is entitled to request information from the foundation concerning the usage and management of his/her donation, and to offer advice and give suggestions. The foundation should give a truthful reply. If the foundation violates the agreement with the donor and misuses the donation, the donor has full rights to request the foundation to observe the agreement, or to file a claim to the court for withdrawal of the donation and suspension of the agreement.
38.The foundation would sign agreements with the beneficiaries, to specify the means of assistance, the amount of money, and the usage of the assistance. The foundation has full rights to supervise the usage of the donation. If the beneficiaries do not use the assistance according to the agreement or otherwise violate the agreement, the foundation is entitled to suspend the agreement.
39.The foundation should adopt the state’s accounting system, carry out accounting as stipulated by the law, and establish an internal accounting supervision system, thus ensuring that the accounts are lawful and accurate. The foundation is willing to be supervised by relevant governmental offices in regard to taxes and accounting.
40.The accountant of the foundation should be professionally qualified. The accountant should not concurrently be serving as the cashier. When he/she is to be transferred or removed from the post, the accountant should go through the handling-over procedure with the take-over.
41.The operational and fiscal year for the foundation is from January 1 to December 31. Before March 31 each year, the Board of Directors would inspect the following items:
  (1)Work reports and the income and expenditure of the previous year;
  (2)Work plans and budget of revenue and expenditure of the current year;
  (3)Detailed list of assets and property.
42.An audit is to be carried out at the time of annual inspection, change the term of office, and change the legal representative.
43.As regulated by the Foundation Administrative Clauses, the foundation accepts annual inspection by the registration and administration authority.
44.Once the annual inspection by the registration and administration authority is completed, the foundation should have the work report published in the media specifically indicated by the registration and administration authority, thus being subject to social enquiries and supervision.

Chapter 5 Termination and Disposal of Residual Assets

45.In the following circumstance, the foundation should be terminated;
  (1)The foundation has fulfilled the commitment as stipulated in the constitution;
  (2)The foundation is unable to continue its charitable course in line with its tenet;
  (3)The foundation is to be divided or merged.
46.Once the Board of Directors decides on the termination of the foundation, it must be submitted within 15 days to the administration authority for approval. Being approved, it must apply within 15 days to the registration authority for deregistration.
47.Before the foundation legally terminates, a liquidating group, under the leadership of the registration, administration, and supervising authorities, would carefully calculate and check the assets, debts and other remaining problems of the foundation. No other activity would be carried out during the liquidation period. The foundation should apply for deregistration within 15 days after the conclusion of the liquidation.
48.The remaining assets of the foundation after deregistration should be properly handled with consideration given to agreements made with the donors.

Chapter 6 Amendment of the Constitution

49.Any amendment of the constitution should be submitted to the administration. The administration authorizes examination, and the amendment should be approved within 15 days after being adopted by the Board of Directors. Once it is approved, it should then be submitted to the registration authority.

Chapter 7 Appendix

50.The constitution was adopted by the Board of Directors on August 28, 2010.
51.The interpretation of the constitution belongs to the Board of Directors.
52.The constitution is effective upon the approval of the registration and administration authorities.