Articles of Association of China Ethnic Minority Culture and Art Foundation

Chapter I: General Provisions

Article 1 The name of the Foundation is: China Ethnic Minority Culture and Art Foundation, the English translation of China Ethnic Minority

Foundation, abbreviated as CEMF.

Article 2 The Foundation belongs to the public fund.

Article 3 The purpose of the Foundation is to revitalize national culture, protect national art, rescue national heritage and promote national spirit.

Article 4 The original fund of the Foundation shall be RMB 8 million yuan, which shall be derived from the income of the organization's fund-raising, investment income and other lawful income.

Article 5 The registration authority of the Foundation is the Ministry of Civil Affairs of the People's Republic of China, and the unit in charge of its business is the Ministry of Culture.

Article 6 The residence of the Foundation: No. 83 Beiheyan Street, Dongcheng District, Beijing.

Chapter II Scope of Business

Article 7 The scope of business of the Foundation's public welfare activities

(1) protection, research, exhibition of the various nationalities at home and abroad, folk art treasures, and promote the research and development of various types of outstanding cultural and artistic works and exchanges.

(2) To carry out exchanges of national culture and art at home and abroad, and to organize summit forums and national culture expositions in accordance with relevant regulations.

(3) Rescuing, maintaining and rebuilding endangered monuments, constructing and updating ethnic cultural facilities, equipment and all kinds of technical software, and establishing ethnic cultural protection bases and new rural cultural demonstration bases for ethnic minorities.

(d) Protecting intangible cultural heritage and all kinds of original ecological resources.

(v) Carrying out educational activities and programs on traditional ethnic culture to care for the older generation and help the next generation.

(vi) Organizing training for talents, editing and distributing cultural and artistic magazines and publications.

Chapter III Organization and Person in Charge

Article VIII The Foundation consists of a board of directors consisting of 5 to 25 members. The term of office of the directors of the Foundation shall be four years, and the term of office shall expire and the directors shall be reelected for a second term.

Article IX Qualifications of Directors:

(1) upholding the Constitution of the Foundation;

(2) having a good social image;

(3) making significant contributions to the Foundation;

(4) having a certain degree of influence in the field of national culture and art.

Article X: Generation and Removal of Directors:

(1) The first session of directors shall be nominated by the business unit in charge, the major donors, and the initiator respectively and **** determined by the same consultation.

(2) Council re-election, by the business unit, the Council, the major donors *** with the nomination of candidates and the organization of the replacement of the leading group, the organization of all candidates *** with the election of new members.

(C) the removal and addition of directors should be voted by the Council, reported to the operational unit in charge of the examination and consent.

(d) The results of the election and recall of directors shall be reported to the registration authority for the record.

(E) with close family relations shall not serve on the Council at the same time.

Article XI Rights and Obligations of Directors:

(1) The Foundation's right to elect, to be elected and to vote;

(2) Recommendation of candidates for the Board of Directors;

(3) Participation in activities organized by the Foundation;

(4) Deliberation on the Foundation's work, supervision, criticism of the opinions or suggestions, etc..

Article 12 The decision-making body of the Foundation is the Council. The Board of Directors shall exercise the following powers and functions:

(1) to formulate and amend the Articles of Association;

(2) to elect and dismiss the chairman, vice-chairman and secretary-general;

(3) to decide on plans for major business activities, including plans for fund-raising, management and use of funds;

(4) to finalize the annual budget for income and expenditure and final accounts;

(5) to formulate an internal management system;

(6) to review the work of the Foundation and to make recommendations to the Board of Directors. management system;

(vi) deciding on the establishment of offices, branches and representative organizations;

(vii) deciding on the appointment of deputy secretaries-general nominated by the secretary-general and the main heads of organizations;

(viii) listening to and deliberating on the secretary-general's work report, and inspecting the work of the secretary-general;

(ix) deciding on the foundation's division, merger or termination;

(j) Decide on other important matters.

Article 13 The Board of Directors shall meet twice a year. The chairman of the board of directors shall be responsible for convening and presiding over the meetings of the board of directors. A council meeting must be convened if 1/3 of the council members propose it. If the chairman of the board of directors can not be convened, the proposed directors can elect the convenor. To convene a meeting of the Board of Directors, the chairman of the Board of Directors or the convenor must notify all the directors and supervisors 5 days in advance.

Article XIV of the Council meeting shall be held with the attendance of more than 2/3 of the directors. Resolutions of the Board of Directors shall be valid only if they are passed by a majority of the directors present.

Resolutions on the following important matters shall be valid only if they are passed by a majority of the attending directors:

(1) revision of the articles of association;

(2) election or dismissal of the chairman, vice-chairman, and secretary-general;

(3) major investment activities stipulated in the articles of association;

(4) separation, merger, and termination of the foundation.

Meetings of the Board of Directors may be held by correspondence. The directors may exercise their voting rights through authorization.

Article 15 The meetings of the Board of Directors shall produce minutes. If a resolution is formed, the minutes shall be made on the spot and reviewed and signed by the attending councilors. Council resolutions in violation of laws, regulations or bylaws, resulting in the Foundation suffered losses, the directors involved in the resolution shall be held responsible. However, if it is proved that the resolution is opposed at the time of voting and recorded in the minutes, the director can be exempted from responsibility.

Article 16 The Foundation shall have one supervisor. The term of office of the Supervisor shall be the same as that of the Director, and the Supervisor may be reappointed at the end of the term.

Article 17 The directors, close relatives of the directors and the financial and accounting personnel of the Foundation shall not be appointed as supervisors.

Article 18 Generation and Removal of Supervisors:

(1) Supervisors shall be selected and assigned by the major donors and business administration units;

(2) Supervisors shall be selected and assigned by the registration authority in accordance with the needs of the work;

(3) Supervisors shall be changed in accordance with the procedures for the generation of supervisors.

Article 19 Rights and Obligations of Supervisors: Supervisors inspect the financial and accounting information of the Foundation in accordance with the procedures stipulated in the Articles of Association, and supervise the Board of Directors in complying with the laws and the Articles of Association.

Supervisors attend the meetings of the Board of Directors, have the right to put forward questions and suggestions to the Board of Directors, and shall reflect the situation to the registration and management authorities, the business units in charge, and the tax and accounting authorities.

Supervisors shall abide by relevant laws and regulations and the foundation's articles of association, and faithfully fulfill their duties.

Article 20 The directors who receive remuneration from the Foundation shall not be more than 1/3 of the total number of directors, and the supervisors and the 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 the related matters when their personal interests are related to the interests of the Foundation; the directors, supervisors and their close relatives shall not have any transactions with the Foundation.

Article 22 The Board of Directors shall have a chairman, vice-chairman and secretary-general, who shall be elected from among the directors.

Article 23 The chairman, vice-chairman and secretary-general of the Foundation shall meet the following conditions:

(1) they shall have a great influence in the business field of the Foundation;

(2) the maximum age of the chairman, vice-chairman and secretary-general shall not be more than 70 years of age, and the secretary-general shall be a full-time position;

(3) they shall be in good health and be able to hold on to their normal work;

(4) they shall be elected from among the members. p>

(D) have full capacity for civil behavior.

Article 24 A person who has one of the following circumstances cannot be the chairman, vice-chairman, or secretary-general of the Foundation:

(1) a state employee in active service;

(2) a person who has been sentenced for a crime to control, detention, or fixed-term imprisonment for a period of time, and the date of completion of the execution of the sentence is less than five years;

(3) a person who has been sentenced for a crime to deprivation of political rights during the execution or has been sentenced to deprivation of political rights during the execution or has been sentenced to deprivation of political rights during the execution. political rights is being executed or has been sentenced to deprivation of political rights;

(4) has served as chairman, vice-chairman or secretary general of a foundation whose registration has been revoked due to a violation of law, and is personally responsible for the violation of law of the foundation, and not more than five years have elapsed since the date of revocation of the foundation.

Article 25 Hong Kong residents, Macao residents, Taiwan residents and foreigners who serve as chairman, vice-chairman or secretary-general of the Foundation shall not reside in mainland China for less than three months each year.

Article 26 The Chairman, Vice Chairman and Secretary General of the Foundation shall be appointed for a term of four years and shall not be reappointed for more than two consecutive terms. Due to special circumstances need to be re-elected for more than one term, shall be voted by the Board of Directors in a special procedure, reported to the business unit in charge of the review and approved by the registration authority before taking office.

Article 27 The chairman of the Foundation shall be 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 the Foundation shall be a resident of mainland China. During the term of office of the legal representative of the Foundation, the Foundation violates the "Regulations on the Administration of Foundations" and the Articles of Association, the legal representative shall bear the relevant responsibility. In the event of any violation of law by the Foundation or any loss of the Foundation's property due to the negligence of the legal representative, the legal representative shall be held personally liable.

Article 28 The chairman of the Foundation shall exercise the following powers and functions:

(1) to convene and preside over the meetings of the Board of Directors;

(2) to check the implementation of the resolutions of the Board of Directors;

(3) to sign important documents on behalf of the Foundation.

The vice president and secretary-general of the Foundation work under the leadership of the president. The secretary-general exercises the following powers and functions:

(1) to preside over the conduct of daily work and organize the implementation of the resolutions of the board of directors;

(2) to organize the implementation of the foundation's annual plan of public welfare activities;

(3) to formulate the plan for the collection, management and use of funds;

(4) to formulate the foundation's internal management rules and regulations and submit them to the board of directors for approval;

(v) coordinating the work of each organization;

(vi) proposing the appointment or dismissal of the deputy secretary-general and the person in charge of finance, to be decided by the council;

(vii) proposing the appointment or dismissal of the main person in charge of each organization, to be decided by the council;

(viii) deciding on the employment of the full-time staff of each organization;

(ix) the other powers and functions conferred by the statutes and the council.

Chapter IV Management and Use of Properties

Article 29 The Foundation shall be a public foundation, and the income of the Foundation shall be derived from:

(1) subsidies from the state treasury and the relevant departments;

(2) revenues from the organization of fundraising;

(3) voluntary donations from natural persons, legal persons or other organizations;

(4) Investment income;

(v) Other lawful income, etc.

Article 30 The Foundation shall abide by laws and regulations in organizing fund-raising and accepting donations, and shall conform to the purposes and business scope of public welfare activities as stipulated in the Articles of Association.

Article 31 of the Foundation organization of fund-raising, shall be announced to the community to carry out public welfare activities after the collection of funds and detailed plans for the use of funds. Major fund-raising activities shall be reported to the business unit in charge and the registration authority for the record.

The Foundation shall not organize fund-raising, in any form, or disguised as amortization.

Article 32 The property and other income of the Foundation shall be protected by law, and no unit or individual shall misappropriate, privatize, or misappropriated.

Article 33 of the Foundation in accordance with the provisions of the statutes of the purpose and public welfare activities of the business scope of the use of property; donation agreement specifies the specific use of donations, according to the agreement on the use of donations. Acceptance of donated materials can not be used in line with the purposes of the Foundation, the Foundation can be auctioned or sold in accordance with the law, the proceeds for the purpose of the donation.

Article 34 The Foundation's property is mainly used for: (a) the implementation of the Foundation's articles of association of public welfare donations and related expenditures; (b) the Foundation's staff wages and benefits and administrative office expenses.

Article 35 of the Foundation's major investment activities refers to: annual investment plan and more than three million yuan investment activities. The Foundation's major fund-raising activities refer to: national fund-raising activities that are subject to approval according to national laws; fund-raising activities within the country that are expected to raise more than RMB 10 million; and fund-raising activities outside the country.

Article 36 The Foundation shall realize the preservation and appreciation of the value of the fund in accordance with the principles of legality, safety and effectiveness.

Article 37 The Foundation's annual expenditure for engaging in the public welfare undertakings stipulated in the Articles of Association shall not be less than 70% of the total income of the previous year. The Foundation's staff wages and benefits and administrative office expenses do not exceed 10% of the total expenditure for the year.

Article 38 The Foundation shall disclose to the public the types of public welfare funding programs and the application and evaluation procedures.

Article 39 The donor has the right to inquire about the Foundation's use of donated property, management, and put forward comments and suggestions. For the donor's inquiry, the Foundation shall promptly and truthfully reply. The Foundation violates the donation agreement to use the donated property, the donor has the right to request the Foundation to comply with the donation agreement or to the people's court to apply for the revocation of the donation behavior, the lifting of the donation agreement.

Article 40 The Foundation may sign an agreement with the recipient to agree on the funding method, the amount of funding, as well as the use of funds and use. The Foundation has the right to supervise the use of funding. The Foundation has the right to terminate the agreement if the recipient fails to use the funds as agreed or violates the agreement in any other way.

Article 41 of the Foundation shall implement the national unified accounting system, accounting, establish and improve the internal accounting supervision system in accordance with the law, to ensure that the accounting information is legal, true, accurate and complete.

The Foundation accepts the tax supervision and accounting supervision implemented by the competent tax and accounting authorities in accordance with the law.

Article 42 The Foundation is equipped with accountants with professional qualifications. The accountant shall not be a cashier at the same time. When accounting personnel transfer their jobs or leave their jobs, they must complete the handover procedures with the receiver.

Article 43 The Foundation shall have a business and accounting year from January 1 to December 31 each year. Before March 31 each year, the Board of Directors shall finalize the following matters: (1) the business report of the previous year and the final account of the income and expenditure of the funds; (2) the business plan of the current year, and the budget of the income and expenditure of the funds; and (3) the inventory of the property.

Article 44 The Foundation shall conduct financial audits when it conducts annual inspections, changes the term of office, replaces legal representatives, and goes into liquidation.

Article 45 The Foundation shall accept the annual inspection organized by the registration authority in accordance with the Regulations on the Administration of Foundations.

Article 46 After the Foundation passes the annual inspection by the registration authority, it shall publish its annual work report in the media designated by the registration authority and accept the inquiry and supervision of the public.

Chapter V Termination and Disposal of Remaining Property

Article 47 The Foundation shall be terminated under any of the following circumstances: (1) when it accomplishes the purposes stipulated in the Articles of Association; (2) when it is unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the Articles of Association; (3) when the Foundation undergoes a separation or merger; and (4) when the Foundation is terminated due to other reasons.

Article 48 The termination of the Foundation shall be reported to the competent unit for examination and consent within 15 days after the vote of the Board of Directors. Within 15 days after the examination and consent of the operational supervisory unit, it shall apply to the registration authority for deregistration.

Article 49 Before the Foundation applies for deregistration, it shall set up a liquidation organization under the guidance of the registration authority and the operational supervisory unit to complete the liquidation work.

The Foundation shall apply for deregistration with the registration authority within 15 days from the date of completion of liquidation; no activities other than liquidation shall be carried out during the liquidation period.

Article 50 The remaining property of the Foundation after the cancellation shall continue to fulfill the relevant project contracts that have been signed under the supervision of the business supervisory unit and the registration and management organ. If it cannot be disposed of in the above manner, the registration authority shall organize donations to social welfare organizations of the same nature and purpose as the Foundation and make public announcements to the public.

Chapter 6: Revision of the Articles of Association

Article 51: Any revision of the Articles of Association shall be submitted to the business administration unit for review and consent within 15 days after the vote of the Board of Directors. After review and approval by the business unit in charge, it shall be reported to the registration authority for approval.

Chapter VII Supplementary Provisions

Article 52 This Constitution was voted on and adopted by the May 27, 2009 Council.

Article 53 The power of interpretation of these bylaws belongs to the Council.

Article 54 The present Articles of Association shall enter into force on the date of approval by the registration authority.