Nantong Dadong Co., Ltd. Charity Foundation Charter
Article 1 The name of this foundation is Nantong Dadong Co., Ltd. Love Foundation.
Article 2 This foundation belongs to the "Non-Public Offer" Foundation.
Article 3 The purpose of this foundation is to gather love, help the needy and help students, give back to the society, and build harmony together.
Article 4 The original fund amount of the foundation was RMB 2 million, which was donated by Nantong Dadong Co., Ltd.
Article 5 The registration and management authority of the foundation is the Civil Affairs Department of Jiangsu Province, and the competent business unit is the Civil Affairs Bureau of Rudong County.
Article 6 The residence of the foundation is No. 168, Jiangxi Road, Fuchun, Jiugang Town, Rudong County, Jiangsu Province.
Chapter II Business Scope
Article 7 The business scope of the foundation's public welfare activities:
(1) To receive, manage and properly use Nantong Dadong Co., Ltd. administrative and employees' voluntary charitable donations;
(2) Organize and carry out various established poverty alleviation projects in accordance with the provisions of this charter, and spread and popularize the concept of the love fund;
(3) Organize to provide assistance and subsidies to the company's internal employees in difficulties;
(4) Organize full-course financial aid for the children of company employees who are admitted to the top 50 universities in the country;
(5) Organize the whole-course financial aid to the extremely poor students (including the children of the company’s difficult employees) who are studying in junior high schools, high schools, and universities in the county.
(6) Properly operate the Love Fund to realize the preservation and appreciation of the Love Fund and the supplementary capital injection of the Fund.
Chapter III Organization and Person in Charge
Article 8 The foundation consists of 5 directors to form a board of directors.
The term of office of the directors of this foundation is 1 year. After the term of office expires, they can be re-elected.
Article 9 Qualifications of Directors:
(1) are the incumbent cadres and employees of Nantong Dadong Co., Ltd., nominated and nominated by the company's administration and labor union, and discussed and approved by the company's administrative office, and I am willing to take up the position;
(2) Possess a positive, optimistic, and sunny personality and mentality, have affinity and good reputation among the surrounding groups;
(3) Possess certain activity planning and organization and coordination skills, are enthusiastic about charity, and are willing to participate in social welfare activities;
(4) Have a certain level of fund management ability and professional knowledge;
Article 10 The election and removal of directors:
(1) The first board of directors shall be nominated by the business supervisory unit, main donors, and promoters respectively and negotiated.
(2) When the board of directors is re-elected, the competent business unit, the board of directors, and the main donors jointly nominate candidates and organize a re-election leading group, and organize all candidates to jointly elect a new board of directors.
(3) Removal and addition of directors shall be approved by the board of directors and submitted to the competent business unit for review and approval;
(4) The results of election and removal of directors shall be reported to the registration and management authority for the record.
Article 11 The rights and obligations of directors:
(1), the rights of directors:
1, have the right to vote, be elected and vote;
2, have the right to participate in various activities organized by the Love Foundation;
3, have the right to make suggestions, criticize and supervise the work of the Love Foundation;
(2), the obligations of directors:
1. Comply with the constitution of the association, implement the resolutions of the association, support the work of the association, and complete all tasks entrusted by the association;
2, help the foundation absorb, manage and operate funds;
3. Report the situation to the Association and provide relevant information;
4. Consciously safeguard the legitimate rights and interests of the Association and publicize the role and significance of the Love Foundation;
Article 12 The decision-making body of the foundation is the council. The council exercises the following powers:
(1) Formulate and modify the articles of association;
(2) Election and removal of the chairman, deputy chairman and secretary-general;
(3) Decide on plans for major business activities, including plans for fundraising, management and use;
(4) Annual revenue and expenditure budget and final account review;
(5) Formulate internal management system;
(6) Decide to establish offices, branches, and representative offices;
(7) Decide on the appointment of the deputy secretary-general and the principal persons in charge of each agency nominated by the secretary-general;
(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;
(10) Decide other important matters.
Article 13 The board of directors convenes 3 meetings each year. The board meeting is convened and presided over by the chairman of the board.
One-third of the directors proposed that a board meeting must be held. If the chairman of the board cannot convene, it is proposed that the board of directors can choose the convener.
To hold a board meeting, the chairman or convener shall notify all directors and supervisors 5 days in advance.
Article 14 The board meeting can only be convened when more than two-thirds of the directors are present; the resolution of the board of directors must be passed by more than half of the attending directors to be effective.
The resolutions on the following important matters must be voted by the directors present and passed by more than two-thirds to be valid:
(1) Amendment of the articles of association;
(2) Election or removal of the chairman, deputy chairman, and secretary-general;
(3) Major fund-raising and investment activities specified in the articles of association;
(4) The separation and merger of the foundation;
Article 15 The meeting minutes of the board of directors shall be made. When a resolution is formed, the minutes of the meeting shall be prepared on the spot, and the meeting shall be reviewed and signed by the directors present. If the resolution of the board of directors violates laws, regulations or the provisions of the articles of association and causes the foundation to suffer losses, the directors participating in the resolution shall bear the responsibility. However, the director may be exempted from responsibility if it is proved that the objection was recorded in the meeting minutes during the voting.
Article 16 The foundation shall have 1 supervisor. The term of office of supervisors is the same as that of directors, and they can be re-elected upon expiration.
Article 17 The directors, close relatives of the directors, and foundation accounting personnel shall not serve as supervisors.
Article 18 The appointment and removal of supervisors:
(1) Supervisors are selected by the main donor and the business supervisor unit respectively;
(2) The registration management agency selects and assigns according to the needs of the work;
(3) The change of supervisors shall be in accordance with the procedures for their formation.
Article 19 The rights and obligations of supervisors:
Supervisors inspect the foundation’s financial and accounting data in accordance with the procedures stipulated in the articles of association, and supervise the board's compliance with laws and articles of association.
Supervisors attend the meeting of the board of directors as non-voting delegates, and have the right to raise questions and suggestions to the board of directors, and shall report the situation to the registration management authority, business supervisory unit, and taxation and accounting authorities.
Supervisors shall abide by relevant laws and regulations and the articles of association of the foundation, and faithfully perform their duties.
Article 20 The number of directors receiving 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 related 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.
Article 22 The board of directors shall have a chairman, vice-chairmen and secretary-general, who are elected from among the directors.
Article 23 The chairman, deputy chairman and secretary-general of the foundation must meet the following conditions:
(1) Have greater influence in the business area of the foundation;
(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) Good health, able to work normally;
(4) Have full capacity for civil conduct.
Article 24 Persons under one of the following circumstances cannot serve as the chairman, vice-chairman or secretary-general of the foundation:
(1) Belonging to current state staff;
(2) Sentenced to surveillance, criminal detention, or fixed-term imprisonment for a crime, and it has not been more than 5 years since the date of execution of the sentence;
(3) Those who have been sentenced to deprivation of political rights due to a crime are being executed or have been sentenced to deprivation of political rights;
(4) Once served as the chairman, deputy chairman or secretary-general of a foundation whose registration has been revoked due to violation of the law, and is personally responsible for the illegal activities of the foundation, and it has not been more than 5 years since the date of the cancellation of the foundation of.
Article 25 Hong Kong residents, Macao residents, Taiwan residents and foreigners who serve as the chairman, deputy chairman or secretary-general of the foundation shall stay in Mainland China for no less than 3 months each year.
Article 26 The term of office of the chairman, deputy chairman and secretary-general of the foundation is one year, and no more than two consecutive terms. Those who need to be re-elected for an extended term due to special circumstances must be approved by the special procedures of the board of directors, submitted to the professional supervisory unit for review and approved by the registration management agency before they can serve.
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 this 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 this constitution, the legal representative shall bear the relevant responsibilities. If the legal representative is negligent in his duties and causes the foundation to commit illegal acts or lose the foundation’s property, the legal representative shall bear personal responsibility.
Article 27 The chairman of the foundation shall exercise the following powers:
(1) Convene and preside over the board meeting;
(2) The chairman convenes office meetings of the chairman according to work needs to discuss and decide related matters;
(3) Check the implementation of the resolutions of the board of directors;
(4) Sign important documents on behalf of the foundation;
(5) Decide the employment and treatment of full-time directors.
The vice chairman and secretary general of the foundation carry out their work under the leadership of the chairman, and the secretary general exercises the following powers:
(1) Preside over the daily work of the foundation, organize the implementation of the annual work plan, and implement the resolutions of the board of directors;
(2) Responsible for the board of directors' conference affairs and the organization of major events;
(3) Coordinating the work of various branches, representative offices, and entities;
(4) Nominate the deputy secretary-general or above, and the principal responsible persons of various offices, branches, representative offices and entities, and submit them to the board of directors to decide on the appointment;
(5) Decide on the employment of full-time staff in offices, representative offices, and entities;
(6) Responsible for the approval of the planned funds;
(7) Responsible for reporting the use of funds to the council every year, and proposing a plan for the use of funds for the next year;
(eight) handle other daily affairs.
Chapter IV Management and Use of Property
Article 28 This foundation is a non-public fundraising foundation. The income of this foundation comes from:
(1) A donation from the administration of Nantong Dadong Co., Ltd.;
(2) Voluntary donations of internal employees of Nantong Dadong Co., Ltd.;
(3) The investment income of the Love Foundation in Nantong Dadong Co., Ltd.;
(四) Nantong Dadong Co., Ltd. executives and middle-level cadres received voluntary donations of various rewards.
(五) Other legal income.
Article 29 The property and other income of the foundation are protected by law, and no unit or individual may embezzle, divide or misappropriate it.
Article 30 The foundation uses the property in accordance with the purpose of the charter and the business scope of public welfare activities; the donation agreement specifies the specific use of donations, and the donation is used according to the donation agreement.
When the donated materials cannot be used for purposes that conform to the purpose of the foundation, the foundation may auction or sell them in accordance with the law, and the proceeds will be used for donation purposes.
Article 31 The property of the foundation is mainly used for:
(1) Used to subsidize employees in difficulties within the company;
(2) Used to subsidize the children of company employees who are admitted to the top 50 universities in the country;
(3) Used to subsidize the extremely poor students of the county (including the company);
(4) Used to pay various work costs.
Article 32 The major fundraising and investment activities of the foundation refer to:
(1) Nantong Dadong Co., Ltd.'s love donation to the foundation;
(2) The foundation's investment in Nantong Dadong Co., Ltd.;
Article 33 The foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness.
The annual expenditure of the foundation for engaging in public welfare undertakings stipulated in the articles of association shall not be less than 8% of the fund balance of the previous year.
The salary, welfare and administrative expenses of the staff of the foundation shall not exceed 10% of the total expenditure of the year.
Article 34 When the foundation develops public welfare funded projects, it shall disclose to the public the types of public welfare funded projects carried out and the application and review procedures.
Article 35 Donors have the right to inquire about the use and management of the donated property to the Foundation, and to make comments and suggestions. For donors’ inquiries, the foundation shall reply truthfully and timely.
If the foundation uses the donated property in violation of the donation agreement, the donor has the right to require the foundation to comply with the donation agreement or to apply to the people’s court to cancel the donation and terminate the donation agreement.
Article 36 The Foundation may sign an agreement with the grantee to agree on the method of funding, the amount of funding, and the use and use of funds.
The foundation has the right to supervise the use of funding. 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 37 The foundation shall implement the unified national accounting system, conduct accounting in accordance with the law, establish a sound internal accounting supervision system, and ensure that the accounting information is legal, true, accurate, and complete.
The foundation accepts taxation and accounting supervision implemented by taxation and accounting authorities in accordance with the law.
Article 38 The Foundation is equipped with professionally qualified accounting personnel. Accountants must not be cashiers. When an accountant is transferred or resigned, he must complete the handover procedures with the receiver.
Article 39 The foundation shall be the business and accounting year from January 1 to December 31 each year. Before March 31 each year, the board of directors shall review the following matters:
(1) Last year's business report and final accounts of expenses;
(2) Business plan and budget of expenditures for the current year;
(3) Property inventory [List of donors and related materials for the current year].
Article 40 The foundation shall conduct a financial audit for annual inspection, renewal, change of legal representative, and liquidation.
Article 41 The foundation accepts the annual inspection organized by the registration management agency in accordance with the "Foundation Management Regulations".
Article 42 After passing the annual inspection by the registration management agency, the foundation will publish the annual work report on the media designated by the registration management agency, and accept inquiries and supervision from the public.
Chapter V Termination and Disposal of Residual Property
Article 43 The foundation shall be terminated in one of the following situations:
(1) Complete the purpose stipulated in the articles of association;
(2) Failure to continue to engage in public welfare activities in accordance with the purposes stipulated in the articles of association;
(3) The foundation is split or merged;
Article 44 The termination of this foundation shall be reported to the business supervisory unit for review and approval within 15 days after the approval of the board of directors. Within 15 days after review and approval by the professional supervisory unit, an application for cancellation of registration shall be filed with the registration management authority.
Article 45 Before going through the cancellation of registration, the foundation shall establish a liquidation organization under the guidance of the registration management authority and the professional supervisory unit to complete the liquidation work.
The foundation shall go through the cancellation of registration with the registration management agency within 15 days from the date of the completion of liquidation; during the liquidation period, no activities other than liquidation shall be carried out.
Article 46 The remaining property after the cancellation of the foundation shall be used for public welfare purposes in the following ways under the supervision of the professional supervisory unit and the registration management agency:
(1) Construction of charity projects;
(2) Carrying out charitable things such as "care for the elderly, support the young, help students, and help the poor";
(3) If it is not possible to deal with the above-mentioned parties, the registration management agency will organize donations to social welfare organizations with the same nature and purpose as the foundation, and make an announcement to the public.
Chapter VI Amendments to the Constitution
Article 47 Amendments to this charter must be approved by the board of directors and submitted to the competent business unit for review and approval within 15 days. After review and approval by the professional supervisory unit, report to the registration management agency for approval.
Chapter VII Supplementary Provisions
Article 48 This charter was approved by the board of directors on × year × month × day.
Article 49 The power of interpretation of this charter belongs to the council.
Article 50 This charter shall take effect from the date of approval by the registration management authority.