Article 8 The Foundation shall have a council composed of ten council members (The Council). The Council Members shall serve five years as a term and can be re-elected at the end of a term.

Article 9 Qualifications of the Council Member
  9.1 Recognition of the Constitution of the Foundation and wiling to dedicate to undertakings for the good of the general public;
  9.2 Influential in a medical field;
  9.3 Capable of promoting related causes.

Article 10 Nomination, Election and Dismissal of the Council Member
  10.1 The First Council shall be formed by an agreement on the members nominated respectively by the overseeing authority, major donors and initiators.
  10.2 At the end of each term the overseeing authority, the Council and the major donors shall jointly nominate candidates for Council Members, and shall form a term-changing leading group, and shall organize all candidates for an election of new Council Members.
  10.3 Motions for dismissals or additions of Council Members shall be passed by a vote of the Council and approved by the Responsible Authority.
  10.4 Results of elections and dismissals of Council Members shall be reported to and recorded at the authority in charge of the registration of the Foundation.

Article 11 Rights and Obligations of the Council Members
  11.1 Has the right to elect and to be elected
  11.2 Has the right to participate in activities of the Foundation in compliance with its Constitution.
  11.3 Has the right to review and oversee activities of the Foundation, and put forward suggestions and comments.
  11.4 Has the right to carry out resolutions made by the Council in compliance with its Constitution.
  11.5 Spares no effort to carry out duties required by the Foundation in its best interests.

Article 12 The Council is the decision-making body of the Foundation. The Council has the power:
  12.1 To draw up and revise the Constitution;
  12.2 To elect and dismiss the Council Chair, Vice Chair and Secretary General;
  12.3 To decide on matters of the Foundation that are of great importance, including raising, administration and uses of funds;
  12.4 To make the annual budget and review of yearend final accounts;
  12.5 To set up internal management;
  12.6 To decide on the establishment of offices, branches and representative offices;
  12.7 To approve the nominations of Deputy Secretary General, Office bearers made by the Secretary General;
  12.8 To hear and review the work report of the Secretary General and to look over the work of the Secretary General;
  12.9 To decide on the separation, merger, and termination of the Foundation;
  12.10 To decide on other matters of great importance.

Article 13 The Council shall meet twice annually. The Council Chair shall convene and chair the two council meetings annually.

In case one-third of the Council Members propose that a Council Meeting be convened, a Council Meeting shall be held. When such a meeting must be held and the Council Chair cannot convene it, Council Members who have made such a proposal shall dominate a convener.

The Council Chair or Council Meeting convener shall inform all Council Members and Supervisors at least five days in advance of a Council Meeting.

Article 14 A Council Meeting can be held only when at least two-thirds of Council Members are present. Resolutions at Council Meetings shall be considered passed by a majority vote of Council Members present.

Resolutions regarding the following matters shall be decided by voting of Council Members present at a Council Meeting, and shall be considered passed when two-thirds of the Council Members present are in favor.
  14.1 Revision of the Constitution of the Foundation;
  14.2 Election or dismissal of Council Chair, Vice Council Chair, or Secretary General;
  14.3 Grand fundraising and investments in compliance with the Constitution;
  14.4 Separation or merger of the Foundation.

Article 15 Any Council Meeting shall have meeting minutes. When a resolution is adopted, it shall be recorded right away in the meeting minutes, which shall be reviewed, checked and signed on the spot by the Council Members present. Council Members present at a Council Meeting that pass any resolution that runs counter to relevant disciplines, regulations or the Constitution of the Foundation and that results in negative effects for the Foundation shall be held responsible for the negative results, and those Council Members who are against such a resolution at voting as recorded in the Council Meeting minutes shall be exempt from being responsible for the negative results.

Article 16 The Foundation shall have one Supervisor, whose term shall be the same as the Council Members and who may be re-appointed.

Article 17 Council Members, close relatives of the Council Members or financial staff of the Foundation shall not be appointed as the Supervisor.

Article 18 Nomination and Appointment of the Supervisor
  18.1 The Supervisor shall be selected and appointed by the major donors and the Responsible Authority;
  18.2 The Supervisor shall be appointed by the Registration Authority of the Foundation out of consideration of the work needs of the Foundation
  18.3 Change of the Supervisor shall follow the procedure for Nomination and Appointment of the Supervisor.

Article 19 Rights and Obligations of the Supervisor
The Supervisor shall inspect and check the finances and accounting documents of the Foundation in compliance with its Constitution, and shall superintend the compliance of disciplines and the Constitution of the Foundation.

The Supervisor shall be present at Council Meetings, shall have the right to question the Council and/or give comments, and shall have the right to report to the Registration Authority, the Responsible Authority, and relevant taxation and finance authorities about the Foundation.

The Supervisor shall abide by relevant laws and regulations, and the Constitution of the Foundation, and shall carry out the duties of the Supervisor trustily.

Article 20 The number of Council Members who get paid by the Foundation shall not exceed one-third of the total number of Council Members. The Supervisor and those Council Members who are not full time personnel at the Foundation shall not get paid by the Foundation.

Article 21 The Council Members shall not be involved in decision-making on matters related to personal interests, and the Council Members and the Supervisor, and their relatives shall not have any business (financial or trading) relations with the Foundation.

Article 22 The Council shall have a Council Chair, a Vice Council Chair, and a Secretary General, all of them shall be elected from among the Council Members.

Article 23 The Council Chair, the Vice Council Chair and the Secretary General shall meet the following criteria:
  23.1 Quite influential in fields related to the Foundation;
  23.2 Under 70 years of age, and the Secretary General shall serve full time;
  23.3 In good health and be able to work normal working hours;
  23.4 Full citizenship.

Article 24 Any of the following personnel shall not serve as Council Chair, Vice Chair or Secretary General of the Foundation:
  24.1 Current civil servants;
  24.2 Within five years of the ending of a detention, prison, or sentence;
  24.3 Political rights being deprived of or have been deprived of due to criminal acts;
  24.4 Former council chairs, vice council chairs or secretaries general who serve in a foundation which is closed by relevant authorities due to lawbreaking acts and who are held responsible for those acts, and they are still within five years of the closure of the foundation.

Article 25 Council Chair, Vice Council Chair and Secretary General shall not be residents in Hong Kong, Macau or Taiwan, or a foreign country who live in mainland China for less than three months yearly.

Article 26 Council Chair, Vice Council Chair and Secretary General shall serve five years as a term, and shall not serve more than two terms consecutively. In case there is a special need for Council Chair, Vice Council Chair or Secretary General to serve for more than two terms consecutively, such a need shall be passed by voting at the Council Meeting through a special procedure, and reviewed by the Responsible Authority and approved by the Registration Authority.

Article 27 The Council Chair of the Foundation shall be the Legal Person of the Foundation, and shall not serve as legal person of any other organizations.

The Legal Person of the Foundation shall be a resident in mainland China.

The Legal Person shall be held partially responsible for any breaches of the Administration of the Foundation and this Constitution, and shall be held personally responsible if any breaches mentioned above or damages done to the properties of the Foundation are due to the Legal Person’s breach of duty.

Article 28 The Council Chair of the Foundation shall have the power to:
  28.1 Convene and chair Council Meetings;
  28.2 Oversee the implementation of resolutions passed by the Council of the Foundation
  28.3 Sign important documents representing the Foundation;
  28.4 Coordinate different departments.

The Vice Council Chair and the Secretary General shall work under the leadership of the Council Chair, and the Secretary General shall have the power to:
  1. Be in charge of routine work and implementation of resolutions of the Council;
  2. Plan and carry out annual activities of the Foundation for the good of the general public;
  3. Work out plans for fundraising, administration and usage of funds raised;
  4. Plan internal management regulations and report to the Council for approval;
  5. Recommend personnel to be appointed or dismissed as Deputy Secretary General and/or Financial Chief to the Council for its final decision;
  6. Recommend personnel to be appointed or dismissed as Department Directors to the Council for its final decision;
  7. Decide on the full time staff in the Departments;
  8. Do other duties as required by the Constitution and the Council of the Foundation.