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Constitution of China Foundation for Human Rights Development

Constitution of China Foundation for Human Rights Development

 

Chapter I: General Provisions

Article 1
The name of this Foundation is China Foundation for Human Rights Development.

Article 2
The Foundation is a public fundraising foundation. It conducts public fundraising activities in accordance with the Charity Law of the People’s Republic of China, the Administrative Measures for Public Fundraising by Charitable Organizations, and other relevant regulations.

Article 3
Purpose: The Foundation adheres to the guidance of Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, upholds the constitutional principle that “the state respects and safeguards human rights,” promotes the development and progress of human rights in China, strengthens international exchanges and cooperation in the field of human rights, and advances the global cause of human rights. The Foundation complies with the Constitution, laws, regulations, and national policies, practices socialist core values, promotes patriotism, maintains social ethics, and strengthens self-discipline in integrity.

Article 4
The Foundation upholds the overall leadership of the Communist Party of China (CPC). In accordance with the Constitution of the Communist Party of China, the Foundation establishes CPC organizations, conducts Party activities, and provides necessary conditions for such activities.

Article 5
The initial endowment of the Foundation is 13.6 million RMB, sourced through fundraising.

Article 6
The registration administrative authority of the Foundation is the Ministry of Civil Affairs of the People’s Republic of China, and its competent business authority is the Publicity Department of the CPC Central Committee (State Council Information Office, P.R.C).

Article 7
The Foundation is headquartered in Beijing.

Chapter II: Scope of Activities

Article 8
The scope of public interest activities of this Foundation includes:

  1. Conducting human rights publicity, research, education, and training activities;
  2. Conducting international human rights exchanges and cooperation activities;
  3. Conducting human rights public welfare and charitable activities;
  4. Other projects and activities related to the purpose.
    Matters within the scope of activities that require approval under laws, regulations, or rules shall be carried out after obtaining approval in accordance with the law.

Chapter III: Organizational Structure and Leadership

Article 9
This Foundation has a Council of Directors composed of 5 to 25 members. Each term of office for Council of Directors members is 5 years, and members may be re-elected upon expiration of their term.

Article 10
Qualifications for Council of Directors members:

  1. Chinese citizens, organizations, overseas Chinese, or ethnic Chinese;
  2. Love the motherland, comply with the Constitution and laws;
  3. Support the development and progress of human rights in China;
  4. Recognize the Foundation’s Constitution and actively participate in Foundation activities.

Article 11
Appointment and removal of Council of Directors members:

  1. The first Council of Directors members are nominated by the competent business authority, major donors, and founders through separate nominations and joint consultation.
  2. During Council of Directors re-election, candidates are jointly nominated by the competent business authority, the Council of Directors, and major donors. A leadership group for re-election is organized to conduct elections among all candidates to form a new Council of Directors.
  3. The removal or addition of Council of Directors members requires a resolution by the Council of Directors and the inspection and approval by the competent business authority.
  4. The results of elections and removals of Council of Directors members shall be reported to the registration administrative authority for record.
    Individuals with close kinship shall not serve on the Council of Directors simultaneously.

Article 12
Rights and obligations of Council of Directors members:

  1. Participate in Council meetings and activities;
  2. Have the right to vote and be elected within the Foundation;
  3. Participate in the management of the Foundation and decision-making on major matters;
  4. Provide opinions and suggestions on the work of the Foundation;
  5. Complete other tasks assigned by the Foundation.

Article 13
The decision-making body of this Foundation is the Council of Directors. The Council of Directors exercises the following powers and functions:

  1. Formulate and amend the Constitution;
  2. Elect and remove the President, Vice President, and Secretary-General;
  3. Decide on major operational plans, including fundraising, management, and use of funds;
  4. Review and approve annual revenue and expenditure budgets and final accounts;
  5. Formulate internal management systems;
  6. Decide on the establishment, modification, or termination of offices, branches, and representative agencies;
  7. Decide on the appointment of Deputy Secretaries-General and heads of various agencies nominated by the Secretary-General;
  8. Hear and review work reports of the Secretary-General and inspect their work;
  9. Decide on the division, merger, or termination of the Foundation;
  10. Decide on other major matters.

Article 14
The Council of Directors shall hold no fewer than two meetings each year. Council meetings are convened and chaired by the President or a Vice President entrusted by the President. If one-third of the Council of Directors members propose a meeting, a Council of Directors meeting must be convened. If the President cannot convene the meeting, the proposing members may elect a convener. When convening a Council of Directors meeting, the President or convener shall notify all Council of Directors members and Supervisors at least five days in advance.

Article 15
A Council of Directors meeting requires the attendance of at least two-thirds of the Council of Directors members to be valid. Resolutions of the Council of Directors require approval by a majority of the attending members to be effective. Resolutions on the following important matters require approval by at least two-thirds of the attending members:

  1. Amendments to the Constitution;
  2. Election or removal of the President, Vice President, or Secretary-General;
  3. Major fundraising or investment activities specified in the Constitution;
  4. Division or merger of the Foundation.

Article 16
Council of Directors meetings shall produce meeting minutes. Resolutions shall be recorded in meeting summaries on the spot, reviewed, and signed by attending Council of Directors members. If a Council of Directors resolution violates laws, regulations, or the Constitution and causes losses to the Foundation, the Council of Directors members who participated in the resolution shall bear responsibility. However, a Council of Directors member may be exempted from liability if they opposed the resolution during the vote and such opposition is recorded in the meeting minutes.

Article 17
This Foundation shall have a Supervisory Board composed of at least three Supervisors. The term of office for Supervisors is the same as that of Council of Directors members, and they may be re-elected upon expiration of their term.

Article 18
Council of Directors members, their close relatives, and financial personnel of the Foundation shall not serve as supervisors.

Article 19
Appointment and removal of Supervisors:

  1. Supervisors are appointed by major donors and the competent business authority separately;
  2. The registration administrative authority may appoint Supervisors as needed;
  3. Changes to Supervisors follow the same procedures as their appointment.

Article 20
Rights and obligations of Supervisors:
Supervisors shall inspect the Foundation’s financial and accounting materials in accordance with the procedures specified in the Constitution and supervise the Council of Directors’ compliance with laws and the Constitution. Supervisors may attend Council meetings, have the right to raise inquiries and suggestions to the Council of Directors, and shall report issues to the registration administrative authority, competent business authority, tax authorities, and accounting regulatory departments. Supervisors shall comply with relevant laws, regulations, and the Foundation’s Constitution, and perform their duties faithfully.

Article 21
The number of Council of Directors members receiving remuneration from this Foundation shall not exceed one-third of the total number of Council of Directors members. Supervisors and Council of Directors members not working full-time for the Foundation shall not receive remuneration from the Foundation.

Article 22
When a Council of Directors member has a personal interest related to the Foundation’s interests, they shall not participate in decision-making on the relevant matter. Council of Directors members, Supervisors, and their close relatives shall not engage in any transactions with the Foundation.

Article 23
The Council of Directors shall have a President, Vice President, and Secretary-General, elected from the Council of Directors members.

Article 24
The President, Vice President, and Secretary-General of this Foundation must meet the following conditions:

  1. Have significant influence in the Foundation’s business area;
  2. The maximum age for holding office is 70 years old, and the Secretary-General must be a full-time position;
  3. Be in good health and capable of performing normal duties;
  4. Have full capacity for civil conduct.

Article 25
Individuals in any of the following circumstances may not serve as President, Vice President, or Secretary-General of this Foundation:

  1. Current national staff member;
  2. Have been sentenced to criminal penalties such as control, detention, or fixed-term imprisonment, with less than five years having passed since the completion of the sentence;
  3. Currently serving or have previously been sentenced to deprivation of political rights;
  4. Have served as President, Vice President, or Secretary-General of a foundation that was deregistered due to illegal activities, bear personal responsibility for such violations, and less than five years have passed since the deregistration.

Article 26
Hong Kong residents, Macau residents, Taiwan residents, or foreigners serving as Vice President or Secretary-General of this Foundation shall reside in mainland China for no less than three months each year.

Article 27
The President, Vice President, and Secretary-General of this Foundation serve a term of five years per term and may not serve more than two consecutive terms. If extraordinary circumstances require extension beyond the term limit, a special resolution by the Council of Directors, review by the competent business authority, and approval by the registration administrative authority are required before assuming office.

Article 28
The President of this Foundation is the legal representative of the Foundation. The legal representative of this Foundation shall not concurrently serve as the legal representative of other organizations. The legal representative of this Foundation shall be a resident of mainland China. During the tenure of the legal representative, if the Foundation violates the Regulations on Foundation Management or this Constitution, the legal representative shall bear relevant responsibilities. If the legal representative’s dereliction of duty leads to illegal activities or loss of Foundation property, the legal representative shall bear personal liability.

Article 29
The President of this Foundation exercises the following powers and functions:

  1. Convene and preside over Council meetings;
  2. Inspect the implementation of Council of Directors resolutions;
  3. Sign important documents on behalf of the Foundation;
  4. Other powers and functions granted by the Constitution and the Council of Directors.
    Under the leadership of the President, the Vice President and Secretary-General perform their duties. The Secretary-General exercises the following powers and functions:
  5. Manage daily operations and organize the implementation of Council of Directors resolutions;
  6. Organize the implementation of the Foundation’s annual public welfare activity plans;
  7. Regularly report work to the Council of Directors;
  8. Draft internal management rules and regulations for Council of Directors approval;
  9. Propose the appointment or dismissal of heads of various agencies, to be decided by the Council of Directors;
  10. Decide on the employment of full-time staff for various agencies;
  11. Other powers and functions granted by the Constitution and the Council of Directors.

Chapter IV: Property Management

Article 30
The income sources of this Foundation include:

  1. Voluntary donations from individuals, legal entities, or other organizations;
  2. Bank interest;
  3. Investment income;
  4. Other lawful income.

Article 31
Fundraising and acceptance of donations by this Foundation shall comply with laws and regulations and align with the purpose and scope of public interest activities specified in the Constitution.

Article 32
When organizing fundraising, this Foundation shall publicly announce the public interest activities to be carried out and the detailed use plan of the funds. Major fundraising activities shall be reported to the competent business authority and registration administrative authority for record. This Foundation shall not engage in any form of coercion or disguised coercion in fundraising.

Article 33
The property and other income of this Foundation are protected by law. No entity or individual may embezzle, privately divide, or misappropriate them.

Article 34
This Foundation shall use its property in accordance with the purpose and scope of public interest activities specified in the Constitution. Donations with specific usage terms defined in donation agreements shall be used as agreed. If donated materials cannot be used for purposes aligned with the Foundation’s purpose, the Foundation may lawfully auction or sell them, with proceeds used for the original donation purpose.

Article 35
The property of this Foundation shall primarily be used for:

  1. Conducting activities within the scope of operations;
  2. Covering daily operational expenses of the Foundation and its affiliated agencies;
  3. Other legitimate expenditures approved by the Council of Directors.

Article 36
Major fundraising and investment activities of this Foundation refer to:

  1. Fundraising activities expected to raise over 20 million RMB;
  2. Investment activities exceeding 2 million RMB;
  3. Other major activities determined by Council of Directors resolution.

Article 37
This Foundation shall preserve and increase the value of its funds under the principles of legality, safety, and effectiveness.

Article 38
This Foundation shall comply with national standards for annual charitable expenditures and administrative costs applicable to charitable organizations.

Article 39
This Foundation shall publicly disclose the types of public welfare funding projects and their application and review procedures.

Article 40
Donors have the right to inquire about the use and management of donated property and to provide opinions and suggestions. The Foundation shall respond truthfully and promptly to such inquiries. If the Foundation violates a donation agreement in using donated property, the donor may demand compliance with the agreement or apply to a people’s court to revoke the donation or terminate the agreement.

Article 41
This Foundation may enter into agreements with beneficiaries to specify funding methods, amounts, purposes, and usage. The Foundation has the right to supervise the use of funds. If a beneficiary fails to use funds as agreed or violates the agreement, the Foundation may terminate the funding agreement.

Article 42
This Foundation shall implement national unified accounting standards, conduct accounting in accordance with the law, establish sound internal accounting supervision systems, and ensure the legality, authenticity, accuracy, and completeness of accounting materials. The Foundation shall accept tax and accounting supervision by relevant authorities in accordance with the law.

Article 43
This Foundation shall employ professionally qualified accounting personnel. Accounting personnel shall not concurrently serve as cashiers. When accounting personnel are transferred or resign, they must complete handover procedures with their successors.

Article 44
The operational and fiscal year of this Foundation runs from January 1 to December 31. By March 31 each year, the Council of Directors shall review:

  1. The previous year’s operational report and financial statements;
  2. The current year’s operational plan and budget;
  3. The property inventory (including the annual donor registry and related materials).

Article 45
Financial audits shall be conducted for annual reports, leadership transitions, changes of legal representative, and liquidation.

Article 46
This Foundation shall submit annual work reports and financial accounting reports to the registration administrative authority in accordance with the Charity Law.

Article 47
This Foundation shall publish its annual work report on media designated by the registration administrative authority to accept public inquiries and supervision.

Chapter V: Termination and Residual Property

Article 48
This Foundation shall terminate under any of the following circumstances:

  1. The purpose specified in the Constitution is fulfilled;
  2. It becomes impossible to continue public interest activities in accordance with the Constitution;
  3. The Foundation undergoes division or merger.

Article 49
Upon termination, the Foundation shall submit a resolution to the competent business authority for review within 15 days after Council of Directors approval. Within 15 days after obtaining competent business authority approval, it shall apply to the registration administrative authority for deregistration.

Article 50
Before deregistration, a liquidation body shall be established under the guidance of the registration and governing authorities to complete liquidation. The Foundation shall complete deregistration with the registration administrative authority within 15 days after liquidation and shall not conduct activities unrelated to liquidation during this period.

Article 51
Residual property after deregistration shall be transferred to charitable organizations with purposes identical or similar to this Foundation under the supervision of the governing and registration authorities, followed by public announcement.

Chapter VI: Constitutional Amendments

Article 52
Amendments to this Constitution shall be submitted to the competent business authority for review within 15 days after Council of Directors approval and then to the registration administrative authority for ratification after competent business authority approval.

Chapter VII: Supplementary Provisions

Article 53
This Constitution was adopted by the Third Council of Directors at its Ninth Meeting on November 18, 2020.

Article 54
The authority to interpret this Constitution resides with the Council of Directors.

Article 55
This Constitution takes effect upon approval by the registration administrative authority.

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