Article 9 The board of directors of the foundation shall consist of 5-25 directors. The term of office of each member shall be five years. Upon expiration of the term of office, the directors may be re-elected.
Article 10 The qualifications of the directors of the foundation:
(I) Love public welfare and charity, and willing to contribute to the development of the foundation.
(II) Have the experience of engaging in research or management in a certain field, have a high personal reputation in the field, and have a good social image and influence.
(III) Outstanding individuals with high personal reputation, overseas study and work experience or resources.
(IV) Experts and scholars in the fields of education, science and technology, culture and talent training.
(V) No breach of trust and no criminal record.
Article 11 Selection and dismissal of directors:
(I) The first session of the board of directors shall be nominated and determined by the supervisory administration, major donors and sponsors through joint consultation.
(II) In the event of a change of term of the board of directors, the supervisory administration, the board of directors and major donors shall jointly nominate candidates and organize a leadership group for the change of term, and organize all candidates to jointly elect a new term of the board of directors.
(III) The removal or replacement of directors shall be approved by the board of directors by vote and reported to the supervisory administration for examination and approval.
(IV) Those who are close relatives shall not be in the board at the same time;
(V) The results of election and dismissal of directors shall be reported to the registration and administration authorities for the record.
Article 12 Rights and Obligations of Directors
(I) Rights
a. The right to vote, to be elected and to vote.
b. Participate in various activities organized by the foundation;
c. To review, supervise, criticize, and put forward comments or suggestions on the work of the foundation, etc.
(II) Obligations
a. Board members must abide by the regulation of the foundation and relevant laws and regulations.
b. Abide by the decisions of the board of directors, love charity, and have the obligation to expand resources to support the development of the foundation.
c. Must not use the foundation for personal gain, and must not embezzle or misappropriate the foundation's property.
d. Must not engage in activities that are detrimental to the interests of the foundation and must not release information to the public on behalf of the foundation without authorization.
Article 13 The decision-making body of the Foundation is the board of directors. The board exercises the following functions and powers:
(I) Implement the spirit of the CPC Central Committee and the Charity Law of the People's Republic of China and other relevant laws and regulations.
(II) Formulate, modify the regulation.
(III) To elect or dismiss the chair of the board, vice-Chair of the board and secretary-general.
(IV) To decide on plans for major business activities, including plans for the raising, management and use of funds.
(V) To approve the annual budget and final accounts of income and expenditure.
(VI) The Secretariat shall nominate the board of directors for approval to formulate the foundation’s management system.
(VII) To decide on the establishment, change and termination of branches and representative offices.
(VIII) To decide on the appointment of the deputy secretary-general nominated by the secretary-general.
(IX) To hear and value secretary-general’s work reports and to inspect the work of the secretary-general.
(X) To decide on the separation, merger or termination of the foundation.
(XI) Decide on other important matters.
Article 14 The board of directors shall meet at least twice a year. The board of directors meeting shall be convened and chaired by the chair of the board.
If 1/3 of the board members propose, the council meeting must be convened. If the chair of the council cannot convene, the proposed council directors can elect a convener. To convene a meeting of the board, the chair or the convener shall notify all directors and supervisors in writing 5 days in advance.
Article 15 The board meeting shall be convened only when more than 2/3 of the members are present; the decision of the board shall be valid only when it is passed by a majority of the members present. Resolutions on the following important matters shall be valid only if they are passed by 2/3 or more of the council members present:
(I) The amendment of the constitution.
(II) Election or dismissal of the chair, vice-chair and secretary-general.
(III) Major fund-raising and investment activities as stipulated in the regulation.
The major fund-raising, investment and public fund-raising activities stipulated in the regulation over RMB 500,000 yuan.
(IV) Approval of annual work reports and financial reports.
(V) The division, merger and termination of the foundation.
Article 16 Minutes of meetings of the board of directors shall be made. If a resolution is made, minutes of the meeting shall be prepared on the spot and reviewed and signed by the directors present. If the resolution of the board of directors violates laws, regulations or foundation’s regulation and causes losses to the foundation, the directors participating in the resolution shall be held responsible. However, if it is proved that the director disagrees at the time of voting and it is recorded in the minutes of the meeting, the director shall be exempted from liability.
Article 17 The foundation shall have two supervisors. The term of office of the supervisor is the same as that of the director.
Article 18 The directors, close relatives of the directors and financial and accounting personnel of the fund shall not work as supervisors.
Article 19 Appointment and dismissal of supervisors:
(I) Supervisors shall be selected by the major donors and the competent business units respectively;
(II) Selection by the registration and administration authorities according to work needs.
(III) The change of supervisors shall be in accordance with the procedures for their appointment.
Article 20 Rights and Obligations of Supervisors:
(I) The Supervisor shall inspect the financial and accounting materials of the fund in accordance with the procedures prescribed in the foundation’s regulation and supervise the board of directors' compliance with the laws and regulation.
(II) The Supervisor shall be entitled to raise questions and suggestions to the board of directors when he/she attends the board meeting as non-voting members, and shall report the situation to the registration and administration authority, the supervisory administration and the supervisory taxation and accounting department;
(III) Supervisors shall abide by relevant laws, regulations and foundation’s regulation, faithfully perform their duties.
Article 21 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 22 The directors of the foundation shall not participate in the decision making of the relevant matters when their personal interests are related to those of the foundation; the directors and supervisors of the foundation and their close relatives shall not have any transaction with the foundation.
Article 23 The board shall have a chair, a vice-chair and a secretary-general, who shall be elected from among the directors.
Article 24 The chairman, vice-chairman and secretary-general of the Foundation must meet the following conditions.
(I) Have influence in the field of business of WRSF.
(II) The maximum age of the chair, vice-chair and secretary-general shall not exceed 70 years old, and the secretary-general shall be a full-time position.
(III) In good health and able to adhere to normal work
(IV) Has full civil capacity.
(V) Leading cadres who are members of the Communist Party of China shall also have other conditions for appointment as stipulated in the internal regulations of the Communist Party of China.
Article 25 Any person who falls under any of the following circumstances shall not serve as the chair of the board, vice-chairman of the board or secretary-general of the foundation:
(I) Those who are serving as state functionaries.
(II) It has not been more than 5 years since the date on which the sentence of public surveillance, criminal detention or fixed-term imprisonment was completed for a crime.
(III) Those who have been sentenced to deprivation of political rights during the course of their execution or have been sentenced to deprivation of political rights.
(IV) It has been less than 5 years since the date of the cancellation of the registration of a fund that has been deregible due to violation of the law, and has been personally responsible for the illegal acts of the fund.
Article 26 Hong Kong residents, Macao residents, Taiwan residents and foreigners who serve as the vice- chair or secretary- general of the foundation shall stay in the mainland of China for no less than 3 months each year.
Article 27 The chair, vice- chair and secretary- general of the foundation shall serve a term of five years and shall serve no more than two terms. If it is necessary to serve more than one term due to special circumstances, it shall be voted through by the board of directors in special procedures, reported to the supervisory administration for examination and approved by the registration and administration authority before taking office.
Article 28 The chair of the foundation is the legal representative of the foundation. The legal representative of the foundation shall 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 office of the legal representative of the foundation, if the foundation violates the Regulations on the Administration of Foundation and WRSF’s regulation, the legal representative shall bear the relevant responsibilities. If the legal representative dereliction of duty results in any illegal act of the fund or property loss of the fund, the legal representative shall take personal liability.
Article 29 The Chair shall exercise the following functions and powers:
(I) To convene and preside over board meetings.
(II) To inspect the implementation of board resolutions;
(III) Sign or authorize the signing of important documents on behalf of the foundation.
The vice-chair and secretary-general of the foundation shall work under the leadership of the chair, and the secretary-general shall exercise the following powers and functions:
(I) Presiding over the day-to-day work and organizing the implementation of the resolutions of the board.
(II) To organize and implement the annual public welfare activities plan of the foundation.
(III) To draw up plans for the collection, management and use of funds.
(IV) To draw up the internal management rules and regulations of the foundation, submit them to the board for approval.
(V) To coordinate the work of the branches, representatives and entities
(VI) Propose the appointment or dismissal of the deputy-secretary-general and the finance director, as decided by the board.
(VIII) To decide on the employment of full-time staff of the institutions
(IX) Other powers conferred by the regulation and the board.
Chapter IV Administration and Use of Property
Article 30 The income of the foundation comes from:
(I) Income from the organization's fund-raising.
(II) Voluntary donations from a natural person or a juridical person or other organizations.
(III) Government support and investment income.
(IV) other lawful income.
Article 31 The foundation organization fund-raising, accepting donations, shall comply with the laws and regulations, in line with the purpose of the foundation’s regulation and the scope of business of public welfare activities.
Article 32 When the foundation organizes fund-raising, it shall announce to the public about the public welfare activities to be carried out after the funds are raised and the detailed plan for the use of the funds. Major fund-raising activities shall be reported to the supervisory administration and the registration and management authorities for the record.
The foundation shall not organize any form of apportionment or disguised apportionment for the collection of donations.
Article 33 The property and other income of the foundation shall be protected by law and shall not be appropriated, privately divided or misappropriated by any organizations or individual.
Article 34 The foundation in accordance with the purposes set forth in the regulation and the scope of business of public welfare activities to use property; donation agreement specifies the specific use of the donation, according to the agreement on the use of the donation agreement. Acceptance of donated materials cannot be used for purposes consistent with the purposes of the foundation, the foundation can be auctioned or sold in accordance with the law, the proceeds for donation purposes.
Article 35 The property of the Foundation shall be used mainly for.
(I) Expenditure on the implementation of the foundation's public welfare donations according to this regulation.
(II) Expenditure on management costs incurred in carrying out public welfare projects.
(III) The salaries, benefits and administrative office expenses of the staff of the foundation.
(IV) Other lawful purposes.
Article 36 Significant investments and fundraising activities of the foundation.
Significant investments are defined as:
(I) Investment activities amount more than RMB 2 million.
(II) Investment activities such as non-conventional class equity funds and hybrid funds in an amount more than RMB 10 million.
(III) Other activities that the board considers to be significant in terms of their impact on the foundation.
Major fund-raising activities are defined as:
(I) Fund-raising activities that require approval in accordance with national laws.
(II) Fund-raising with an estimated amount of RMB 50 million or more.
(III) Fundraising outside of China.
(IV) Other activities which, in the opinion of the board, have a significant impact on the foundation.
Article 37 The foundation shall achieve the preservation and appreciation of funds in accordance with the principles of legality, safety and effectiveness.
Article 38 The foundation shall implement the standards set by the State regarding the annual expenditure and annual management expenses of charitable organizations for carrying out charitable activities.
Article 39 The foundation to carry out public welfare funding projects, shall disclose to the public the types of public welfare funding projects carried out and the application and evaluation procedures.
Article 40 The donor has the right to inquire the foundation about the use and management of the donated property, and to make comments and suggestions. For the donor's enquiry, the foundation shall reply promptly and truthfully. If the foundation violates the donation agreement in the use of the donated property, the donor has the right to request the foundation to comply with the donation agreement or apply to the people's court to revoke the donation act, terminate the donation agreement.
Article 41 The foundation may sign an agreement with the recipient to agree on the mode of funding, the amount of funding and the use of funds and the manner of use.
The foundation has the right to supervise the use of funding. The Foundation has the right to terminate the funding agreement if the recipient does not use the funding as agreed or if there are other violations of the agreement.
Article 42 The foundation shall implement a uniform national accounting system, conduct accounting in accordance with the law, establish a internal accounting supervision system, and ensure that accounting information is legal, true, accurate and complete.
The Foundation shall accept the tax supervision and accounting supervision carried out by the competent taxation and accounting authorities in accordance with the law.
Article 43 The foundation should hire professionally qualified accounting staff. The accountant shall not also double as the cashier. When an accountant is transferred to another job or leave a job, he or she must complete the handover procedures with the person taking over.
Chapter V Termination and Disposal of Surplus Property
Article 48 The foundation shall be terminated under one of the following circumstances:
(I) It has complete the purposes prescribed in its regulation.
(II) When it is unable to continue to engage in public welfare activities in accordance with the purposes set forth in its regulation.
(III) When the foundation is divided or merged.
Article 49 The termination of the foundation shall be reported to the supervisory administration for review and consent within 15 days after the vote of the board. Within 15 days after the review and consent of the supervisory administration, apply to the registration and management authorities for deregistration.
Article 50 The foundation shall establish a liquidation organization under the guidance of the registration authority and the supervisory administration to complete the liquidation work before proceeding with deregistration.
The Foundation shall register for cancellation with the registration authority within 15 days from the date of liquidation; no activities other than liquidation shall be carried out during the liquidation period.
Article 51 The remaining property of the foundation after its cancellation should be used in the purposes of public welfare under the supervision of the registration authority and supervisory administration: donations or remaining fund of the cooperation projects should be used in public welfare activities.
If cannot be dealt as above, the remaining property shall be donated to the public welfare organizations that share the same nature and purpose with WRSF and announced to the public by the registration authority and the supervisory administration.
Chapter VI Modification of the Regulation
Article 52 modification of this regulation shall be submitted to the supervisory administration for review and approval within 15 days after being voted by the board. After the review and consent of the supervisory administration, it shall be reported to the registration and management authority for approval.
Chapter VII Supplementary Provisions
Article 53 This regulation is voted by the board of directors on September *, 2020.
Article 54 The right of interpretation of this regulation belongs to the board.
Article 55 This regulation shall take effect from the date of approval by the registration and management authorities.
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