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Constitution of CCTF

Chapter 1 - Preamble

1. Name of the Fund: China Children and Teenagers' Foundation, and CCTF in abbreviation.
2. CCTF is a public fundraising fund. CCTF public fundraising area is the whole nation.
3. 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.
4. CCTF original endowment amounted to RMB 8 million, emanating from the initial sponsor the All-China Women' s Federation (Fu Lian) and other social donations.
5. CCTF is registered and regulated at the Ministry of Civil Affairs, supervised by the All-China Women' s Federation, and managed by a Board of Directors.
6. CCTF is registered at No. 15, Jian Guo Men Nei Street, Beijing, China.

Chapter 2 - Scope of Activity

7. The activity of the Fund covers:
1. Lawfully sanctioned fund raising through charity performances, auctions, sales and other events and through mutually beneficial cooperation with other organizations at home and abroad;
2. Receipt and administration of donations from home and abroad;
3. Asset management in accordance with the principle of law, prudential security, risk management and effectiveness;
4. Implementation of charitable aid and assistance programs complying with the tenet of the Fund;
5. Implementation of all charitable activities favourable to the healthy growth, development and welfare of children and teenagers;
6. Engagement in friendly exchange and mutual cooperation with Hong Kong, Macao and Taiwan compatriots, overseas Chinese, and other organizations and individuals fromhome and abroad.

Chapter 3 - The Board of Directors & Management of the Fund

8. The Fund has a Board of Directors with 11-25 members. The Board members serve a term of 5 years. Upon expiration of the term, they can be re-elected and serve another term.
9. The Board members must have the following:
1. The ability to perform civil affairs and safeguard the property of the fund;
2. Love the charitable cause of helping children and teenagers;
3. Recognised qualifications and experience;
4. Dedication to ensuring that donations of cash and kind be used in accordance with the will of the donors and the charitable purpose of the fund;
5. Probity and fairness in performing official duties and all dealings.
10. The procedure for becoming a Board member and removal:
1. The initial Board of Directors should be proposed by the supervisory unit, the main donors and the initial sponsor and endorsed jointly;
2. At the end of the term of members of the Board of Directors, candidates will be nominated by the supervisory body, the Board of Directors and the main donors jointly.New Board members will be elected jointly;
3. Removal and cooption of a Board member should be decided by vote and be submitted to the supervisory unit for approval;
4. Those with close relative-relationship cannot serve in the same Board of Directors;
5. The result of an election and removal of a Board member should be entered into the records of the administration unit.
11. Rights of the Board members: 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. Join Deliberate, supervise, criticize, comment and advise on the work of the Fund and resign on a voluntary and free basis.

Board members have 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.
12. The Board of Directors is the decision-making body of the Fund. The Board of Directors performs the following functions:
1. Making revisions to the constitution of CCTF;
2. Election and removal of President, Vice Presidents and Secretary General;
3. Deciding on major business activity plans, including fundraising, management and fund-utilization plans;
4. Auditing annual income and expenditure;
5. Making internal administrative regulations;
6. Deciding the establishment of the administrative office, sub-offices and representative offices;
7. Appointing the Vice Secretary General and the departmental heads recommended by the Secretary General;
8. Reading and examining reports made by the Secretary General and examining the

Secretary General' s work;

9. Deciding on any division, merger and suspension of the Fund;
10. Deciding other major events.
13. 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.
14.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, onlybeing 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:
1. Amendment of the constitution;
2. Election and removal of the President, Vice Presidents and Secretary General;
3. Important fundraising and investment activities;
4. Ratification of annual work report and auditing report;
5. Deciding other major events and termination affairs;
6. Division and merger of the fund.
15. The meeting of the Board of Directors should have the meeting recorded. 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 beresponsible. But those who expressed disagreement during decision-making by vote and thedisagreement having been noted in the meeting record would not be responsible.
16. The Fund has 3 supervisors. The term of supervisor is the same with the Board member. When the term expires, the supervisor can be re-elected.
17. The Board member, the close relative of the Board member and the financial personnel of the Fund cannot serve as supervisor.
18. The appointment and removal of supervisors:
1. Supervisors are chosen by donors and initial sponsor separately;/dd>
2. The Register and Administrative Department can also select supervisors in accordance with need;/dd>
3. The change of supervisors will be done according to the procedure of the appointment.
19. The rights and obligations of supervisor:
1. In accordance with regulations, the supervisor examines the financial and accounting materials and supervises the Board of Directors in observing the law and regulations;
2. 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 Registerand Administrative Department, the supervisory body and the tax and accountantdepartment;
3. Supervisors should observe the relevant laws, regulations and the constitution of the

Fund and do their duties loyally.

20. The Board members who receive 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.
21. 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 cannot do any transaction with the Fund.
22. The Board of Directors shall have a President, Vice Presidents and Secretary General. The members of Board of Directors shall elect them.
23. President, Vice Presidents and Secretary General of the Fund must have the following

qualifications:

1. Have considerable influence in the professional fiends of the Fund;
2. The highest age limit for president, vice presidents and secretary general is 70;Secretary General is professional post;
3. Have a health body and can work normally;
4. Have ability to perform civil affairs.
24. Persons under the following conditions cannot serve as President, Vice president and Secretary

General:

1. Those who have committed criminal offence, who are sentenced under control, in custody, for imprisonment or who are not yet up to 5 years after prison term;
2. Those who are sentenced to be deprived of political rights and are serving a prison term or who had been deprived of political rights;
3. Those who have committed a violation of the laws pertaining to the Fund, and a President,Vice President, and Secretary General, who is deprived of registration and is personallyresponsible for the law violation of the Fund, which is not yet up to 5 years since thedeprivation of the Fund.
25. President, Vice Presidents and Secretary General of the Fund, who comes from Hong Kong, Macao, Taiwan and a foreign country, must stay in China proper for more than 3 months annually.
26. 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 Supervisory body and approved by the Registration and Administration Department.
27. The President of the Fund is the legal representative of the Fund. The legal representative of the Fund cannot serve concurrently as the legal representative of other organizations. TheFund' s legal representative should be a citizen of China proper. During the term of the legalrepresentative, the legal representative of the Fund should be responsible for law violationagainst ((The Fund Administration Clauses)) and the constitution of the Fund. Due to the wrongdoing of the legal representative of the Fund, which leads to law violation and financial loss ofthe Fund, the legal representative should hold personal responsibility.
28. President of the Fund performs the following powers:
1. Summons and presides over the meeting of the Board of Directors;
2. Examines the resolution implementation of the meeting of the Board of Directors;
3. 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:
1. Leads the daily work of the administrative office;
2. Organizes the implementation of the resolution of the Board of Directors;
3. Organizes the implementation of the annual charitable activities of the Fund;
4. Makes plans for fundraising, administration and utilization;
5. Makes the internal administrative regulations of the Fund and forwards them to the Board of Directors for approval;
6. Coordinates the work of developments, sub-organizations, representative office and functional offices;
7. Nominates deputy secretary general and the heads of the administrative office, sub-office, representative office and functional office and forwards to the Board of Directorsfor approval;
8. 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;
9. Makes suggestions to appoint or remove the chief responsible persons of various departments and forwards them to the Board of Directors for approval;
10. Makes decisions to appoint the staff members of the departments;
11. Makes work report to the Board of Directors;
12. Handles other daily related matters;
13. Performs other powers given by the constitution and the Board of Directors.

Chapter 4 - Asset Management and Utilization.

29. CCTF is a public fundraising fund. The sources of the fund come from:
1. Donations from organizations;
2. Voluntary donations from the people, legal representatives and other organizations;
3. Asset benefits;
4. Income from activities and service within approved scope;
5. Value increase of its assets and funds by law;
6. Other lawful income.
30. The funds raised and accepted by the Fund should adhere to the law and the tenet of the fund and be held for charitable purposes.
31. When the Fund organizes fundraising, the Fund should disclose the plan of the charitable activities to be organized and a detailed plan of the usage funds raised. Major fundraisingactivity should be the subject of a Report to the supervisory body and a record should beregistered with the Register and Administration Department. When organizing fundraising, theFund should not conceal how apportionment is to be made.
32. The assets and income of the fund are under the protection of the law and no unit nor individual are allowed to infringe, divide and misappropriate the same.
33. The fund uses its assets in accordance with the tenet of its constitution and within the scope of charitable activities. Donation agreements which clearly specify the manner to which donated funds may be used are binding upon the fund and such donations should be used in accordance with the donation agreement excepting that where donated materials cannot be used to satisfy the tenet or charitable purposes of the fund, the fund can put up such donated materials for auction. The income from such an auction can be used for the Fund' s charitable purposes.
34. The main usage of the assets of the fund:
1. To aid children' s education and welfare and to launch educational, cultural and welfare programs in areas struck by natural disasters, and minority regions;
2. To aid charitable programs according to donors wishes;
3. To support activities related to fund raising;
4. To honour organization and individuals with outstanding contributions to children welfare and education;
5. Other lawful use.
35. The important fundraising and investment activities are:
1. Fundraising and investment activities carried out in accordance with State law:
2. Regular investment activity in stock investments of over 2 million RMB;
3. Investment activities for over 10 million RMB in non-regular stock funds and mixed funds;
4. Other activities, which the Board of Directors deems as having important beneficial,influence on the Fund.
36. The Fund shall aim for capital protection and asset value growth in accordance with lawful,prudent and effective asset management principles.
37. 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.
38. In all charity assistance programs, the Fund should declare the charity assistance programs and the procedure of application and examination.
39. 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.
40. The Fund may sign agreements with beneficiaries, specify ways and means of assistance, the amount of assistance and the usage of the assistance. The Fund has the right to supervise the usage of the assistance. If the beneficiaries do not use the assistance according to the agreement or otherwise violate the agreement, the Fund has the right to terminate the agreement.
41. The Fund should implement the unified accounting system of the country, carry out accounting calculations according to the law, establish an internal accounting supervision system and ensure that accounts 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.
42. The Fund has accounting personnel of professional qualification. The accountant cannot 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.
43. 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:
1. Business report and the income and expenditure of the previous year;
2. Business report and the income and expenditure of the current year;
3. Detailed list of assets and property.
44. The Fund carries out annual examination, term change, change of legal representative, accounts and does financial auditing.
45. In accordance with ((The Fund Administrative Clauses)), the Fund accepts annual examination of the Registration and Administration Authority.
46. 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 Residual Assets

47. Under one of the following situations, the Fund shall be terminated:
1. Fulfilment of the tenet of the constitution;
2. Inability to perform charitable activities according to the tenet of the constitution;
3. The Fund has been divided or merged.
48. The Board of Directors should approve the termination of the Fund. Within 15 days of the approval, it should be sent to the supervisory body for endorsement. Within 15 days of theendorsement of the supervisory body, it should be sent to the Registration and AdministrativeAuthority for cancellation.
49. Before the Fund terminates, a liquidating group, under the leadership of the Registration and Administration Department and the supervisory body, 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.
50. After the cancellation of the Fund, the remaining assets shall be used, under the supervision of the supervisory body and the Registration and AdministrationDepartment, for the development of charity related projects according to relevant rules, under the supervision of the above-mentioned authorities.
1. The supervisory body shall organize implementation of the expenditure for children education and welfare purposes
2. For activities associated with disaster relief organized by the State and local governments. Assets which are unable to be tackled in the above manner, the Registration andAdministration Department will present to charitable organizations with a similar natureand tenet to the Fund and make full public disclosures.

Chapter 6 - Amendment of the Constitution

51. Any amendment of the constitution will be sent to the Supervisory body for endorsement within 15 days after being approved by the Board of Directors. With the endorsement of the Supervisory body, the amendment will be sent to the registration authorities for approval.

Chapter 7 - Appendix

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