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China International Medical Foundation

Constitution

Chapter 1  General Provisions
Article 1  The name of this foundation shall be the China International Medical Foundation, CIMF for short. (Hereinafter referred to as the Foundation)
Article 2  The Foundation shall be a public foundation in nature. Geographic coverage of public donations shall be nationwide.
Article 3  Mission of the Foundation shall be to develop international medical exchanges, to actively get involved in social welfare activities and to serve the development of medical and health undertakings and medical modernization in China.
Article 4  The primitive fund for the Foundation is 8 million yuan (RMB), from donations.
Article 5  The Foundation is registered at the Ministry of Civil Affairs of the People’s Republic of China and its Overseeing Authority is the National Health and Family Planning Commission.
Article 6  The Foundation is located in Beijing.

Chapter 2  Work Range
Article 7  The work range for public benefits of the Foundation:
1) To be well aware of international and domestic development of medicine and financially support medical academic exchange activities;
2) To undertake liaison regarding international and domestic medical academic activities;
3) To carry out exchanges and cooperation internationally and with Hong Kong, Macau and Taiwan areas;
4) To organize other activities of charity and public welfare in accordance with the mission of the Foundation.

Chapter 3  Organizational Structure and People in Charge
Article 8  The Foundation shall have a Council composed of 13 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
1) Recognition of the Constitution of the Foundation and willing to dedicate to undertakings for the good of the general public;
2) Influential in a medical field;
3) Capable of promoting related causes.
Article 10  Nomination, Election and Dismissal of the Council Member
1) The first Council shall be formed by an agreement on the members nominated respectively by the Overseeing Authority, major donors and initiators.
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. Council Members shall not have immediate relatives in the Council in the same term.
3) Motions for dismissals or additions of Council Members shall be passed by a vote of the Council and approved by the Overseeing Authority.
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.
5) Immediate relatives of a Council Member shall not have a position in the same Council.
6) Council Members fail to participate in more than half of the total number of Council Meetings of one term or be absent twice in a row without a proper reason shall been regarded as a waiver of the Council Membership. The dismissal shall be passed by the Council then approved by the Overseeing Authority.
Article 11  Rights and Obligations of the Council Members
1) Has the right to elect and to be elected;
2) To participate in activities of the Foundation in compliance with its Constitution;
3) To review and oversee activities of the Foundation, and to put forward suggestions and comments;
4) To abide by the Constitution and to implement resolutions made by the Council its Constitution;
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:
1) To draw up and revise the Constitution;
2) To elect and dismiss the Council Chair, Vice Chair and Secretary General;
3) To decide on matters of the Foundation that are of great importance, including raising, administration and uses of funds;
4) To make the annual budget and review of yearend final accounts;
5) To set up internal management;
6) To decide on the establishment, change and termination of offices, branches and representative offices;
7) To approve the nominations of Deputy Secretary General, Office bearers made by the Secretary General;
8) To hear and review the work report of the Secretary General and to look over the work of the Secretary General;
9) To decide on the separation, merger, and termination of the Foundation;
10) To decide on other matters of great importance.
Article 13  The Council shall at least meet twice annually. The Council Chair shall convene and chair the council meetings.
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.
1) Revision of the Constitution of the Foundation;
2) Election or dismissal of Council Chair, Vice Council Chair, or Secretary General;
3) Grand fundraising and investments in compliance with the Constitution;
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 a Board of Supervisors with 3 Supervisors, 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 a Supervisor.
Article 18  Nomination and Appointment of the Supervisors
1) The Supervisors shall be selected and appointed by the major donors and the Overseeing Authority;
2) The Supervisors shall be appointed by the Registration Authority of the Foundation out of consideration of the work needs of the Foundation
3) Change of the Supervisors shall follow the procedure for Nomination and Appointment of the Supervisors.
Article 19  Rights and Obligations of the Supervisors
The Supervisors shall inspect and check the finances and accounting documents of the Foundation in compliance with its Constitution, and shall superintend the compliance of laws and of the Constitution of the Foundation.
The Supervisors 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 Overseeing Authority, and relevant taxation and finance authorities about the Foundation.
The Supervisors shall abide by relevant laws and regulations, and the Constitution of the Foundation, and shall carry out the duties of the Supervisors 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 immediate relatives shall not have any business 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:
1) Adhere to the Party's line, principles and policies;
2) Quite influential in fields related to the Foundation;
3) Under 70 years of age, and the Secretary General shall serve full time;
4) In good health and be able to work normal working hours;
5) Full citizenship.
Article 24  Any of the following personnel shall not serve as Council Chair, Vice Chair or Secretary General of the Foundation:
1) Current civil servants;
2) Within five years of the ending of a detention, prison, or sentence;
3) Political rights being deprived of or have been deprived of due to criminal acts;
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 on China’s mainland 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 Overseeing 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 on China’s mainland.
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:
1) Convene and chair Council Meetings;
2) Oversee the implementation of resolutions passed by the Council of the Foundation;
3) Sign important documents representing the Foundation;
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.

Chapter 4  Property Management and Usage
Article 29  The Foundation shall be a foundation open to the general public, and its sources of income shall be from:
1) Donations;
2) Incomes from organized donations;
3) Revenues from activities and services within the approved Work Range of the Foundation;
4) Returns from investments;
5) Other lawful revenues.
Article 30  Activities of fundraising and acceptance of funds and donations by the Foundation shall comply with relevant laws and regulations and the mission of the Foundation, and shall be within the work scope of social benefits stimulated in the Constitution.
Article 31  The Foundation shall announce the detailed funds usage plan to the general public when raising funds from society, and shall report to the Overseeing Authority and the Registration Authority about large-scale fundraising activities to put on records. 
The Foundation shall not in any way force anybody to donate.
Article 32  The property and other income of the Foundation shall be protected by law, and shall not be misappropriated in any way.
Article 33  The Foundation shall use its property in compliance with the mission and work range stipulated in the Constitution, and donations whose use is specified in the donation agreement shall be used properly as so specified.
Donated goods that cannot be used as stated in the mission of the Foundation shall be sold by an auction or sold off at a public sale, the income of which shall be used for donations.
Article 34  Property of the Foundation shall be used in:
1) Causes that are in compliance with the work range and mission of the Foundation;
2) Projects or programs or awards as required by donors.
Article 35  Large-scale investments of the Foundation shall mean:
1) Annual investment plans;
2) An investment in a sum above 1 million yuan (RMB).
Large-scale fundraising (donation collection) activities of the Foundation shall mean:
1) Fundraising events that are approved by authorities or national, according to national law and regulations;
2) A fundraising event in a sum above 1 million yuan (RMB);
3) Fundraising activities carried out overseas.
Article 36  The Foundation shall keep and increase the value of funds under the principle of being legal, safe and effective.
Article 37  The Foundation shall spend on commonweal activities each year no lower than 70% of the gross income in the previous year.
Annual wages and bonuses of the staff and administrative expenditure of the Foundation shall not exceed 10 % of the gross annual income of the Foundation.
Article 38  The Foundation shall make public announcements on its financial support items and the application, review procedures for those items when the Foundation carries out public financial support projects.
1) Projects application, approval, execution and evaluation shall strictly follow relevant management regulations;
2) The Foundation shall work with the Donor, the Executing Agency and the Recipient to jointly monitor the flow of funds;
3) An information disclosure system shall be used to accept supervision by relevant departments and the public.
Article 39  Donors shall have the right to query the use and management of goods donated, and to give suggestions and comments.  The Foundation shall see to those queries in a timely order and provide the facts.
In case the Foundation does not honor a donation agreement, the donor(s) shall have the right to ask the Foundation to comply with the agreement, or to resort to the people’s court for the withdrawal of the donation or for the termination of the agreement.
Article 40  The Foundation shall enter into an agreement with parties supported on the mode of support, amount of support and use of the funds.
The Foundation has the right to monitor the use of donations. In case a party supported does not use the donations in the way as stated in the agreement or does not honor the agreement in any way, the Foundation has the right the terminate the support agreement.
Article 41  The Foundation shall adopt the standard accounting system of the country, and shall have all its accounts audited, and shall set up a good internal accounts monitoring system to guarantee that all accounting documents are legitimate, true, accurate and comprehensive.
The Foundation shall accept the lawful monitoring of the taxation and the accounting authorities.
Article 42  The Foundation shall have full time and qualified accounting staff.  And accountants shall not serve as tellers. Accounting staff shall clearly hand over all work to their successors.
Article 43  The fiscal year of the Foundation shall be from January 1 of a year to December 31 of the same year, and before the date of March 31 each year the Council shall review the following:
1) Work report and final accounts of the previous year;
2) Work plan and budget for the current year;
3) Listing of Foundation properties. (Lists of donors in the same year and related materials)
Article 44  The Foundation shall have its annual renewal of license, change of Council and legal person and final accounts audited.
Article 45  The Foundation shall accept the yearly inspection by the Registration Authority in accordance with the Regulations on the Management of Foundations.
Article 46  The Foundation shall announce its work report in media designated by the Registration Authority after its yearly inspection to take queries and monitoring from the general public.

Chapter 5  Termination of the Foundation and Management of the Property Left
Article 47  The Foundation shall terminate when one of the following happens:
1) Mission of the Foundation is finished;
2) No longer able to carry out commonweal activities in accordance with the mission as stipulated in the Constitution;
3) A separation or merge of the Foundation.
Article 48  The Foundation shall report its termination, within 15 days of a resolution to that effect what is passed by the Council, to the Overseeing Authority for its approval, and shall report to the Registration Authority, within 15 days of the approval of the Overseeing Authority, to cancel the registration of the Foundation.
Article 49  The Foundation shall set up a special group to clear all its accounts under the guidance of the Registration Authority and the Overseeing Authority before the cancellation of its registration.
The Foundation shall go to cancel its registration within 15 days of the ending of final accounts clearance, and during the clearance period no other activities shall be conducted.
Article 50  Property left after the termination of the Foundation shall be dealt with, under the supervision of the Overseeing and Registration Authorities, in the following way for the public good:
1) To continue to financially support the public welfare activities that are already started;
2) To financially support public welfare activities organized by the Overseeing Authorities.
In case the property cannot be dealt with in the above mentioned way, the Registration Authority of the Foundation shall donate the property left to other similar commonweal organizations and shall make a public announcement on the donation.

Chapter 6  Revision of the Constitution
Article 51  Revision of the Constitution shall be reported, within 15 days of a resolution to that effect passed by the Council, to the Overseeing Authority for its approval, and shall be reported to the Registration Authority after the approval of the Overseeing Authority.

Chapter 7  Supplementary Articles
Article 52  The Constitution is passed by voting at the tenth Council Meeting of the Fourth Council on July 18, 2016.
Article 53  Interpretation of the Constitution shall reside in the Council of the Foundation.
Article 54  The Constitution shall come into effect at the date of approval by the Registration Authority.