Chapter one: General Provisions

Article 1 This foundation shall be known as: The China Population Welfare Foundation.
Article 2 The Foundation is a public fundraising foundation, which raises fund from China as well as other countries and regions that grant permissions by applicable law.
Article 3 The purpose of the China Population Welfare Foundation are: to try to obtain supports and donations both in China and abroad from the institutions and individuals who are concerned with China’s population welfare; to mobilize the social resource and to initiate such social charity activities and projects that are beneficial to solving China’s population issue; to focus on the risks brought upon families and individuals by significant social problems such as the poverty-reduction, quality of population, urbanization and aging of population, etc.; to improve the population welfare and the family happiness and contribute to the Establishment of a Harmony Society.
Article 4 The original founding capital of the China Population Welfare Foundation is RMB 12,000,000, which part of public social fund accumulation.
Article 5 Ministry of Civil Affairs of the People’s Republic of China is the registered administrative organization of the China Population Welfare Foundation; the operational management organization of it is the National Population and Family Planning Commission of China.
Article 6 Address of the China Population Welfare Foundation: No.12 Dahuisi Street, Haidian District, Beijing, China.

Chapter Two: Business Scope

Article 7 The business range of the public programs of the China Population Welfare Foundation:
I. To accept the public welfare donation and organize related donation activities;
II. To set up the poverty-reduction projects in the population areas; to carry out the “Project Happiness”-help the impoverished mothers and assist the poor family;
III. To establish the special assistance fund to assist the families who obey the family planning policy but suffer from the accidental injury etc.; and those family members work for the local issues of the family planning.
IV. To establish the special encouragement fund for the winner of “the China Population Award”, for the organization and individual person who contribute to the population welfare career;
V. To accept government-trusted or cooperate with government in order to develop varieties public welfare programs and give support and assistance to varieties public benefit activities related population welfare;
VI. To cooperate with Non-profit-organization, public benefit organizations and individuals, give support and assistance to varieties public programs related the population welfare;
VII. To subsidize the research project of the population welfare and organize the related training, consultation, education, propaganda and investigation, etc.;
VIII. To develop the international communication and cooperation in population welfare field;
IX. Other public programs related the population welfare.

Chapter Three: Administrative Institution and person in charge

Article 8 The Council of the China Population Welfare Foundation consists of 13 directors. The tenure of the directors shall be for five years, reelected can consecutively work as director when at the expiration of one’s term.
Article 9 The role of the members of the Council shall be:
I. To be enthusiastic in population and family planning career which the China Population Welfare Foundation is engaged in;
II. To have certain influences or outstanding contribution in the population and family planning field;
III. To have capability to participate into and promote the development of the population welfare activities;
IV. To uphold the purpose of the China Population Welfare Foundation
Article 10 The election and recall of members of the Council.
I. The new term of Council members is nominated respectively by the business in charge institution, main donator and initiator and decided by negotiation of all together.
II. At the period of reelection, the business in charge, the Council and main donator all together nominate candidates and organize leader group to lead the whole candidates to elect a new director of the Council.
III. The recall and subjoin of the Council members should be voted and passed by the Council, and should be censored by the business in charge institution.
IV. The result of election and recall should be registered and be put on record by administrative organization.
Article 11 The responsibility and obligation of the Council members:
The responsibility of the Council members:
I. the right of electing and being elected;
II. the right of vote;
III. the right of advice and criticism;
IV. the right of managing in interior administrative affairs;
V. Other rights corresponding this constitution.
The obligation of the Council members:
I. have the obligation of carrying out regulations in this constitution;
II. have the obligation of carrying out the effective resolution;
III. have the obligation of performing the commissioned works;
IV. have the obligation of the maintenance of foundation’s reputation;
V. other obligations prescribed by the constitution.
Article 12 The supreme policy-making body of the Foundation is the Council.
The Council exerts the following authorities:
I. establish and amend the constitution of the China Population Welfare Foundation;
II. enjoy the right of electing and recalling President, vice-President and secretary-general;
III. decide important activities projects, including raising, administrating and utilizing plan of funds;
IV. audit the annual budgetary revenues and expenditures and the final accounts
V. frame interior administrative system for organization;
VI. enjoy the right to set up affairs-handling institutions, branches and representative institutions;
VII. enjoy the right to decide vice secretary-general nominated by secretary-general and engagement of the leader of each department;
VIII. hear and discuss the work report from secretary-general, inspect secretary-general’s work;
IX. have the right to decide division, combination or ending of the Foundation;
X. have the right to decide other significant affairs.
Article 13 The board of directors should meet at least twice a year, the President is in charge of convoking and presiding of the conference.
Conference must be opened when one third of the members in the Council proposed. If the President can not convoke, the proposal member can elect a convoking person.
The President or the convoking person shall give not less than five consecutive clear days’ notice for a Council conference of Full members and investigators.
Article 14 The Council conference can be held only with two thirds of directors in attendance as quorum. Decisions must achieve a simple majority of those attending a meeting to be effective.
Article 15 Decisions concerning the following major items require a two thirds majority of directors attending a meeting to be effective:
I. Amending of the constitution;
II. Election or dismissal of the President, vice President or secretary-general;
III. Major fundraising or investment activities prescribe in constitution;
IV. The division or combination of the foundation.
V. other important resolution that can influence the Foundation.
Article 16 The Council should make meeting record. When resolution forms, conference summary must be done on the spot, as well as being examined and signified by members attended.
The Council members should bear related obligation if the resolution they made in conference breaks the law, legislation or constitution and because of this resolution makes illegal performance happened or property loosens in the Foundation. They can free from the responsibility if they can prove and according to the meeting record that the Council members against this resolution.
Article 17 The Foundation has two investigators. The term for investigators is the same as the Council members, when expired, those can be reappointed. Council members, their relatives and accountants of the Foundation can’t be appointed as Council investigators.
Article 18 The election and dismissal of Council investigators:
I. the Council investigator is designated by main donator and business in charge institution;
II. the registration manage department is designated according to business requirement;
III. The changing of Council investigators should pursue the election procedure.
Article 19 Council investigators’ rights and obligation.
The Council investigator examines finance and accountant’s documents according to procedures prescribed in the constitution, supervising the Council should abide by laws and the constitution.
The Council investigator should attend as a nonvoting delegate in the Council conference, enjoy the right to put forward inquiry and advice, and report relevant matters to registration manage department, business in charge organization, tax and fiscal in charge department.
Council investigator should abide by laws and constitution of the Foundation, legally fulfill one’s duty.
Article 20 The numbers of members who gain reward from the Foundation can’t overpass one third of the whole number of Council members. Council investigators and members without shouldering any full time work mustn’t gain reward from the Foundation.
Article 21 When Council members encounters matters related to personal benefits and the Foundation benefits, those who mustn’t participate in decision-making of related affairs; Council members, investigators and their relatives mustn’t participate in any kind of business transaction.
Article 22 The Council is composed with president, vice-president and secretary-general elected from the all Council members.
Article 23 Qualifications for president, vice-president and secretary-general of the Foundation:
I. to have certain influences in the business field of the Foundation;
II. the top age of holding a post for president, vice-president and secretary-general can’t overpass seventy years old, and secretary-general is a full time post;
III. having good health to keep nature work;
IV. full capacity for civil conduct.
Article 24 Those who with any condition as following can’t be president, vice-president or secretary-general:
I. Those who are now on the post of national civil servant;
II. Those who were condemned because of crimes such as observed by polices, arrested, set term of imprisonment and had been released less than 5 years.
III. Those who were bereaved political rights because of crimes or had been deprived political rights in the past.
IV. Those who were the president, vice-president or secretary-general of a foundation which had been retracted because of illegal activities and those who were responsible for the retraction of the foundation and the foundation had been retracted within 5 years.
Article 25 Each term of president, vice-president and secretary-general is five years, reappointment can’t expire two terms. Reappointment required because of special situations should be passed by the special process of the Council, be examined by the business in charge institution and be confirmed by the registered administrative organization.
Article 26 The president of the Foundation is the legal representative. The legal representative can’t do part-time job in any other organizations. The legal representative in the Foundation should be legal resident of mainland China.
During the term of the legal representative in the Foundation, if one’s performance disobeys “Regulations for the Management Foundations” and this constitution, the legal representative should bear related obligation. If the legal representative breaches of duty and makes illegal performance happened or property loosens in the Foundation, the legal representative should take on personal obligation.
Article 27 President of the foundation exerts following authorities:
I. convoking and presiding the Council conference;
II. inspect the fulfilling status of the Council resolution;
III. sign significant files on behalf of the Foundation;
IV. establish and carry out annual public benefit activities of the Foundation;
V. study out inner administrative by laws of the Foundation, and report to the Council to examine and approve;
VI. study out the fund raising, administrating and utilizing plan of the capital of the Foundation;
VII. enjoy other authorities entrusted by the Council.
Article 28 Vice-President and secretary-general are under the lead of President, secretary-general exerts following authorities:
I. preside and develop the Foundation daily work, organize and carry out the Council resolution;
II. coordinate the relevant departments and organizations;
III. proposing appointment and dismissal of vice secretary-general and the Finance manager and report to the Council to decide;
IV. the Council has the right of proposing appointment and dismissal of vice-President and the leader of each department and report to the Council to decide;
V. decide the engagement of full time missionary in each department;
VI. enjoy other authorities entrusted by the Council and the constitution.

Chapter Four: Administration and Utilizing of property

Article 29 The China Population Welfare Foundation is a public fundraising Foundation, the capital of the Foundation comes from:
I. incomings come from organized fundraising;
II. free will donation and auspices of natural person, legal entity or other organizations;
III. income from investments;
IV. incoming from activities or services within the approved scope of business;
V. other legal incomings and so on.
Article 30 Fundraising activities and donations organized by the Foundation should obey the rules of laws and the regulations, and should accord with the purpose of the constitution and the business scope of the public welfare programs.
Article 31 The Foundation should announce detailed plan of public welfare programs and capital utilizing after fundraising activities. Significant fundraising programs should report to business in charge institution and registered administrative organization to put on records.
No forms of apportion or converted apportion in fundraising programs of the Foundation.
Article 32 The property and other incomings of the Foundation is under the protection of the law, no seizing, secret division or appropriation by any institution and individual.
Article 33 The utilizing of property should accord to the purpose of the constitution and the business field of public welfare program of the Foundation; donation of which the exact utilizing ways is confirmed should be used according to the donation agreement.
The donated resources don’t fit for the purpose of the Foundation, the Foundation has right to auction or sell off complied with laws, and the incomings should be used for donation purpose.
Article 34 Main functions of the Foundation:
I. support the social vulnerable group in the population and family planning field;
II. support the significant research project in the population and family planning field;
III. award for the people of all circles who did the outstanding contribution work in china population and family planning field;
IV. establish the special fund or encourage fund if necessary and authorized to set up local fund for special project;
V. Other activities and program prescribe in this constitution.
Article 35 Significant donation and investment activities of China Population Welfare Foundation means:
I. the national public fundraising events;
II. the one-off donations of 1 million RMB or above
III. other activities that strongly influenced the foundation.
Article 36 The foundation should ensure the original funds maintain or grow according to the legal, safe and effective principles.
Article 37 The amount of annual expenses of public benefit activities of foundations according to the constitution must not be less than 70% of the previous year’s income.
A foundation may not allocate more than 10% of its total expenditure to cover staff wages and benefits and overheads.
Article 38 To set up the public benefit program of the Foundation, it should make public the variety of that activity and the procedure of the application, examining and approving process.
Article 39 Donator has the right to inquire the Foundation about the information of using and governing the donated fund as well as offering advice and suggestions. The Foundation must answer the inquiry honestly. If the Foundation uses donated property beyond the donation agreement, the donator has right to request the Foundation to obey the donation agreement or to apply the demotic court to retract donating activity and release from donation agreement.
Article 40 The foundation may sign a contract with the grantee in order to have agreement on the way to financial support, amount and its using.
Foundations have right to supervise the utilization of the grants. If a grantee does not use the grant in the agreed way or if they violate the agreement in any other way, the foundation may cancel their contract with them.
Article 41 The China Population Welfare Foundation should abide by 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 make sure the legality, honesty, nicety and integrity of accountant information. The Foundation accepts the legal supervision of the in-charge tax and accountant departments.
Article 42 The qualification of the accounting stuffs of the China Population Welfare Foundation have to be professional accountant and accountant and casher shall be established separately; Accountants should hand over all the duty-transition procedure before the time of remove or demission.
Article 43 The period from January 1st to December 31st each year is the business and fiscal year, the Council should to examine and approve following details before March 31st every year:
I. the last year annual business report and the final accounting of revenue and expenditure;
II. the annual business report and the final accounting of revenue and expenditure of this year;
III. the property detailed list.(Current year’s Donor and other relative information)
Article 44 The Foundation is responsible for annual examination, term exchanging, and replacement of legal entity and finish liquidation and should be fiscal audition.
Article 45 The China Population Welfare Foundation receives annual inspection organized by registered administrative organization according to “Regulations for the Management Foundations”.
Article 46 After passing annual inspection sponsored by the registered administrative organization, the Foundation must announce the result publicly in the appointed media and accept the public’s inquiry and supervision.

Chapter Five: Ending and dealing with leaving property

Article 47 The China Population Welfare Foundation must be terminated with any of the following situations:
I. achieved the purpose of the constitution;
II. can’t continue to carry out public benefit activities as the constitution requested;
III. the Foundation with division and combination.
Article 48 The termination of the Foundation should be passed by the business in-charge institution within fifteen days after being passed by the Council, and apply for the cancellation of registration within fifteen days to the registering administrative institution.
Article 49 The Foundation should establish a liquidation organization to finish liquidation under the direction of business in-charge department and registering administrative institution. The Foundation has to apply for the cancellation of registration within fifteen days after finished liquidation; during the period of liquidation, no other activities than those related with liquidation shall be carried out.
Article 50 The leaving property should be used for the following public welfares under the supervision of business in-charge department and registering administrative institution.
I. donate to the population and family planning research danwei-organization;
II. assist the population and family planning poverty-reduction projects;
III. support other activities prescribed in this foundation.
Funds which cannot be used in this way will be donated by the organ in charge of registration to another public benefit organization with similar aims and objectives to the original foundation. Any such action will be made public.

Chapter Six: Amending of the constitution

Article 51 The amending of the constitution must report to the business in-charge department within fifteen days after being passed by the Council. Then, reporting to the registering administrative institution to be approved.

Chapter Seven: Supplementary Articles

Article 52 This constitution is passed by the whole Council on the November 19th, 2004.
Article 53 The final authority to explain the constitution belongs to the Council.
Article 54 This constitution comes into effect at the time of being approved by the registering administrative institution.