CHINA CHILDREN AND TEENAGERS’ FUND

Constitutaion of CCTF

Chapter One: General Rules

Name of the Fund: China Children and Teenagers’ Fund, and CCTF in abbreviation.
CCTF is a public fundraising fund. CCTF public fundraising area is the whole nation.
The mission of the Fund is to care, foster and educate children, teenagers, and to assist in developing education and welfare of children and teenagers, especially, in the impoverished regions of China.
CCTF original some of fund amounted to 8 million RMB, coming from the launching unit and the social donations.
CCTF was registered and administered at the Ministry of Civil Affairs and supervised by All-China Women's Federation.
CCTF is registered at No. 15, Jian Guo Men Nei Street, Beijing, China.

Chapter Two: Scope of Activity

The activity of the Fund covers:

(1)Fund raising by law;
(2)Fund raising through charity performances and sales, etc;
(3)Fund raising with access to its intangible assets through mutually beneficial cooperation；
(4)The reception of donations from home and abroad;
(5)Fund increase in accordance with the principle of laws, security and effectiveness;
(6)Implementation of aid programs complying with the tenet of the Fund;
(7)Implementation of various charitable activities favorable to the healthy growth of children and teenagers, such as summer camps, winter camps, knowledge and physical contests and cultural activities;
(8)Engagement in friendly exchanges and mutual cooperation with Hong Kong, Macao and Taiwan compatriots, overseas Chinese, organizations and individuals from home and abroad.

Chapter Three: Board of Directors

The Fund has 11 – 25 members of Board of Directors. The Board members serve a term of 5 years. Upon expiration of the term, they can be reelected and serve another term.
The Boar members must have the following qualifications:

(1)Have the ability to perform civil affairs;
(2)Love the charitable cause of children and teenagers;
(3)Have the qualification and experience to work as the members of the Board of Directors;
(4)Can go all out to ensure that the donation of cash and kind to be used in accordance with the will of the donors and the charitable purpose of the fund and safeguard the property of the fund;
(5)Be honest in performing official duties and do things fairly.

The procedure for becoming a Board member and removal:

(1)The first Board of Directors should be recommended separately by the unit in charge of business, the main donors and the launcher and endorsed jointly;
(2)In the term change of the Board of Directors, candidates will be nominated by the unit in charge of business, the Board of Directors and the main donors jointly and a leading group of term change will be organized, the new Board members will be elected jointly by all the candidates;
(3)Removal and co-option of a Board member should be decided by vote and be submitted to the unit in charge of the business for approval;
(4)Those with close relative-relationship can not serve in the same Board of Directors;
(5)The result of election and removal of a Board member should enter into the records of the administration unit.

11. Rights and obligations of the Board members

I) The Board members have the following rights:
(1) Vote and to be voted and exercise the right to vote;
(2) Recommend candidates of the Board;
(3) Participate in the activities organized by the Fund;
(4) Enjoy the preferential service for the Fund;
(5) Deliberate, supervise, criticize, comment and advise on the work of the Fund;
(6) Join and resign on a voluntary and free basis.
II) Board members should perform the following obligations:
(1)Fulfill the missions of the Fund;
(2)Love children and teenagers, uphold their lawful rights and dedicate efforts in promoting the welfare and education cause of Chinese children;
(3)Protect the lawful rights of the Fund;
(4)Implement the resolutions of the Fund;
(5)Complete the work of the Fund;
(6)Actively participate in the activities of the Fund.

The decision-making body of the Fund is the Board of Directors. The Board of Directors performs the following functions:

Making and revision of the constitution of CCTF;
Election and removal of President, Vice Presidents and Secretary General;
Deciding making of major business activity plans, including fundraising, management and fund-utilization plans;
Auditing annual income and expenditure;
Making internal administrative regulations;
Deciding establishment of administrative office, sub-office and representative office;
Deciding the appointment of vice secretary general and the departmental heads recommended by the Secretary General;
Reading and examining work reports made by the Secretary General and examining Secretary General's work;
Deciding the division, merge and suspension of the Fund;
Deciding other major events.?

The Board of Directors has at least two meetings annually The meeting of the Board of Directors will be summoned and presided over by the President. The meeting of the Board of Directors must be convened if 1/3 Board members make the suggestion. If President of the Board of Directors is unavailable to summon the meeting, the Board members who made the proposal can elect a summoner. To summon a meeting of the Board of Directors, the President or summoner has to inform all Board members and supervisors 5 days ahead of schedule.
The meeting of the Board of Directors can only be convened with over two-thirds attendance of the Board members; the resolution of the Board of Directors’ meeting can be effective, only being approved by over half of the Board members. The following important resolutions can be effective, only being approved by over 2/3 of the present Board members:

Amendment of the constitution;
Election and removal of the President, Vice Presidents and Secretary General;
Important fundraising and investment activities;
Ratification of annual work report and auditing report;
Deciding other major events and termination affairs;
Division and merge of the fund.

15.The meeting of the Board of Directors should have the meeting record. A summary of the meeting should be made on the spot, once a resolution has been adopted. The said summary should be examined and signed by the Board members. If the resolution of the Board of Directors is against the law, regulation and the constitution of the Board of Directors and has caused damage to the Fund, the Board members who participated in the meeting should be responsible. But those who expressed disagreement during decision-making by vote and the disagreement has been taken in the meeting record would not be responsible.

The Fund has 3 supervisors. The term of supervisor is the same with the Board member. When the term expires, the supervisor can be reelected.
The Board member, the close relative of the Board member and the financial personnel of the Fund can not serve as supervisor.
The appointment and removal of supervisors:

Supervisors are chosen by donors and the unit in charge of business separately;
The Register and Administrative Department can also select supervisors in accordance with need;
The change of supervisors will be done according to the procedure of the appointment.

The rights and obligations of supervisor:

In accordance with the procedure of the regulations, the supervisor examines the financial and accounting materials and supervises the Board of Directors in observing the law and regulations;
Supervisor attends the Board meetings as a non-voting member and has the right to raise questions and to give suggestions. A supervisor should tell the truth to the Register and Administrative Department, the unit in charge of business and the tax and accountant department.
Supervisors should observe the relevant laws, regulations and the constitution of the Fund and do their duties loyally.

The Board members who get their payment from the Fund should not exceed 1/3 of the total number of the Board members. Supervisors and the Board members who do not do professional work should not get payment from the Fund.
When the interests of the Board member and the interests of the Fund contradict, the said Board member should not take part in the decision-making; the Board member of the Fund, the supervisor and their close-relatives can not do any transaction with the Fund.
The Board of Directors has President, Vice Presidents and Secretary General. They are elected by the members of Board of Directors.
President, Vice Presidents and Secretary General of the Fund must have the following qualifications:

Have considerable influence in the professional fiends of the Fund;
The highest age limit for president, vice presidents and secretary general is 70; Secretary General is professional post.
Have a health body and can work normally;
Have ability to perform civil affairs.

People under the following conditions can not serve as president, vice president and secretary general:

Due to committing crimes, the people, who are sentenced under control, in custody, for imprisonment or who are not yet up to 5 years after prison term;
?Due to committing crimes, the people, who are sentenced to be deprived of political rights and are serving prison term or who had been deprived of political rights;
Due to law violation, President, Vice President, and Secretary General, who is deprived of registration and is personally responsible for the law violation of the Fund, which is not yet up to 5 years since the deprivation of the Fund.

President, Vice presidents and Secretary General of the Fund, who comes from Hong Kong, Macao, Taiwan and foreigner country, must stay in China proper for more than 3 months annually.
The term of the Fund's President, Vice Presidents and Secretary General is 5 years and two terms are the maximum. Due to extraordinary need to serve extraordinary term, the case must be approved by the Board of Directors by vote according to the extraordinary procedure and examined by the Unit in Charge of Business and approved by the Registration and Administration Department.
President of the Fund is the legal representative of the Fund. The legal representative of the Fund can not serve concurrently as the legal representative of other organizations. The Fund's legal representative should be a citizen of China proper. During the term of the legal representative, the legal representative of the Fund should be responsible for law violation against ((The Fund Administration Clauses)) and the constitution of the Fund. Due to the wrong doing of the legal representative of the Fund, which lead to law violation and financial loss of the Fund, the legal representative should hold personal responsibility.
President of the Fund performs the following powers:

Summons and presides over the meeting of the Board of Directors;
Examines the resolution implementation of the meeting of the Board of Directors;
Signs important documents on behalf of the Fund.

　　　Under the leadership of the President, Vice Presidents and Secretary General carry out their work. The Secretary General performs the following duties:

Leads the daily work of the administrative office;
Organizes the implementation of the resolution of the Board of Director’
Organizes the implementation of the annual charitable activities of the Fund;
Makes plans for fundraising, administration and utilization;
Makes the internal administrative regulations of the Fund and forwards them to the Board of Directors for approval;
Coordinates the work of developments, sub-organizations, representative office and? functional offices;
Nominates deputy secretary general and the heads of the administrative office, sub-office, representative office and functional office and forwards to the Board of Directors for approval;
Makes suggestions to appoint or remove deputy secretary and the head of the financial office and forwards them to the Board of Directors for approval;
Makes suggestions to appoint or remove the chief responsible persons of various departments and forwards them to the Board of Directors for approval;
Makes decisions to appoint the staff members of the departments;
Makes work report to the Board of Directors;
Handles other daily related matters;
Performs other powers given by the constitution and the Board of Directors.

29. The Fund has President, Vice Presidents and specially invited Board members as honorary posts.

Chapter four: Assets management and Utilization.

30. CCTF is a public fundraising fund. The sources of the fund come from:

Donations from organizations.
Voluntary donations from the people, legal representatives and other organizations;
Asset benefits;
Income from activities and service within approved scope.
Value increase of its assets and funds by law;
Other lawful income.

31. The fund raised and accepted by the Fund should adhere to the law and the tenet of the fund, within the scope of the charitable activities.
32.When the Fund organizes fundraising, the Fund should disclose the plan to the??????? society as to the charitable activities to be organized and detailed plan of the usage of the Fund. Important fundraising activity should be reported to the unit in charge of business and should be registered for records in the Register and Administration Department. When organizing fundraising, the Fund should not do apportion or apportion in disguise.
33. The asset and other income of the fund are under the protection of the law, any unit and individual are allowed to infringe, divide and misappropriate it.
34. The fund uses the asset in accordance with the tenet of its constitution and the scope of the charitable activities. Donation agreement clearly specified the manner to use the fund, the fund should be used in accordance with the donation agreement. When the donated materials can not be used to satisfy the tenet of the fund, the fund can put up the goods for auction. The income from the auction can be used for donation.
35. The main usage of the asset of the fund:
(1)To aid children's education and welfare cause and to launch educational, cultural and welfare programs in the natural disasters struck areas, and minority regions;
(2) To aid programs according to the donors;
(3) To launch activities related to fund raising;
(4)To honor organization and individuals with outstanding contributions to children welfare and education causes;
(5) Other lawful use.

36. The important fundraising and investment activities are:
(1) Rectify fundraising activities in accordance with the state law and national fundraising activities;

Stock right investment activity of over 2 million RMB;
Investment activities of over 20 million RMB of non-regular stock fund and mixed fund;
Other activities which the Board of Directors deems having important influence to the Fund.

37.The Fund realizes value protection and value increase in accordance with lawful, secure and effective principle.
38.The annual expenditure in charity activities in accordance with the constitution of the Fund should be no less than 70 percent of the total income of the previous year. The salary welfare of the staff and the administrative expenditure of the Fund should not be over 10 percent of the total income of the currant year.
39.In the charity assistance programs, the Fund should declare the charity assistance programs and the procedure of application and examination.
40.The donors have the right to request the Fund to give information on the usage of the donated cash and kind and management and put forward opinions and suggestions. The Fund should give true answer to the request of the donors. In violation of the donation agreement to use the donated cash and kind by the Fund, the donors have the right to request the Fund to observe the donation agreement or apply to the People's Court for withdrawal of the donation and removal of the donation agreement.
41.The Fund may sign agreement with the assisted, specify the ways of assistance, the assistant amount and the usage and ways of the assistance. The Fund has the right to supervise the usage of the assistance. If the assisted do not use the assistance according to the agreement or have other violations against the agreement, the Fund has the right to remove the agreement.
42. The Fund should implement the unified accounting system of the country, carry out accounting calculation according to the law, establish internal accounting supervision system and ensure that the accounting materials are lawful, true, accurate and complete. The Fund accepts the tax and accounting supervision of the tax and accounting departments in accordance with the law.
43. The Fund has accounting personnel of professional qualification. The accountant can not serve as cashier concurrently. In case of work change or departure from the post of the accounting personnel, the said person and the accountant must undergo the give-and- take procedure.
44. The Fund takes January 1 to December 31 as the fiscal and accounting year. Before March 31 every year, the Board of Directors will make following examinations:

Business report and the income and expenditure of the previous year;
Business report and the income and expenditure of the current year;
Detailed list of the property.

45.The Fund carries out annual examination, term change, change of legal representative, clear accounts and does financial auditing.
46.In accordance with ((The Fund Administrative Clauses)), the Fund accepts annual examination of the Registration and Administration Authority.
47.After going through the annual examinations of the Registration and Administration Authority, the Fund will publish the work report in the mass media specially indicated by the Registration and Administration Authority and accepts the social enquiries and supervision.

Chapter 5, Termination and disposal of the remaining assets

48.Under one of the following situations, the Fund shall be terminated：

Fulfillment of the tenet of the constitution;
Inability to perform charitable activities according to the tenet of the constitution;
The Fund has been divided or merged.

The termination of the Fund should be approved by the Board of Directors.? Within 15 days of the approval,? it should be sent to the unit in charge of the business for endorsement. Within 15 days of the endorsement of the unit in charge of the business, it should be sent to the Registration and Administrative Authority for cancellation.

50. Before the Fund terminates, a liquidating group, under the leadership of the Registration and Administration Department and the unit in charge of business, will clear the Fund's debt and tackle remaining problems. 15 days after the conclusion of the liquidation, the Fund should undergo cancellation procedure in the Registration and Administration Department; During the liquidating period, no other activities shall be carried out.
51.After the cancellation of the Fund, the remaining assets shall be used, under the supervision of the unit in charge of business and the Registration and Administration Department, for the development and charity related projects according to relevant rules, under the supervision of the above-mentioned authorities.
(1)The unit in charge of business organizes implementation of the expenditure of children education welfare cause;
(2)The payment offered by the unit in charge of business for relief and emergent calamity activities organized by the state and local governments.
Assets which are unable to be tackled in the above manner, the Registration and Administration Department will present them to social charitable organizations with similar nature and tenet of the Fund and make it known the society.

Chapter Six

Amendment of the constitution
52. The amendment of the constitution, within 15 days after being approved by the Board of Directors, will be sent to the Unit in charge of business for endorsement. With the endorsement of the Unit in charge of business, the amendment will be sent to the registration authorities for approval.

Chapter Seven: Appendix

53. The constitution was approved by the Board of Directors of CCTF on October 17, 2006
54. The right of interpretation of the Constitution belongs to the Board of Directors of CCTF.
55. The Constitution is effective upon the approval of the Registration Authorities.