Articles of Association
Shanghai Pu Shan New Finance Development Foundation
Chapter 1 General Rules
Article 1 The name of the Foundation is Shanghai Pu Shan New Finance Development Foundation.
Article 2 This Foundation is a charitable organization that engages in public welfare and non-profit activities which are carried out mainly within the territory of China.
Article 3 Purpose of the Foundation: to uphold the noble qualities Pu Shan embodied, to promote the innovation of financial theory, and to support the development of the Shanghai international financial center.
Article 4 The Foundation shall carry out charitable activities under the premises that it abides by the principles of legality, voluntariness, credibility and non-profits, and shall not violate the social morality, endanger the national security, or harm the public interest or the legitimate rights and interests of others.
Article 5 The Foundation shall obtain the legal qualification for fundraising and comply with relevant provisions of the Charity Law, Regulations on Charitable Organization Public Fundraising Management in carrying out fundraising activities.
Article 6 The original amount of funding for the Foundation is RMB 2 million, donated by Shanghai Finance Institute, and is legally donated.
Article 7 The registration and administration body of the Foundation is the Shanghai Administration Bureau of NGOs, and its business supervisory body is the Shanghai Financial Services Office.
Article 8 The address of the Foundation is Room 702, No.280 East Beijing Road, Huang Pu District, Shanghai, China.
Chapter 2 Business Scope
Article 9 The business scope of the Foundation:
(1) To reward economists who made contributions to the field of international finance;
(2) Financial support for research and discussion of topics in the field of new finance.
The foundation conducts charitable activities in strict accordance with the approved charter. The activities shall not go beyond the business scope stipulated in the articles of association, and shall be open and transparent.
Article 10 Fields of charitable activities that the foundation is engaged in:
Other charitable activities in accordance with the Charity Law, specifically: to reward the contribution of economists contributing to the field of international finance, and to fund studies and research in the field of new finance.
Article 11 The Foundation conducts charitable trust business in accordance with relevant provisions of the Charity Law and Trust Law of the People's Republic of China.
Article 12 The foundation shall abide by the Charity Law and other relevant laws and regulations in carrying out charitable activities.
Chapter 3 Organizational Framework and Persons in Charge
Article 13 The Council of the Foundation consists of seven to thirteen members. The Council is elected for a term of five years. Council members can be reelected at the end of a term at office.
Article 14 Qualifications of council members:
(1) Full civil capacity for civil conduct;
(2) Diligent, honest and trustworthy;
(3) Conform to the Party’s path, principle and policy, with high political qualities;
(4) Have certain impacts in the business area of the Foundation;
(5) Be healthy and able to complete regular work;
(6) No criminal penalty of being deprived of political rights;
Article 15 The election and recall of the Council members:
(1) The first session of the Council shall be nominated by the business supervisory authority, major donors, and sponsors, respectively, and elected through joint consultation.
(2) The business supervisory authority, the Council and major donors shall nominate candidates through mutual consultation at the Council’s general election and organize a leading group for the election. The group is responsible for organizing all candidates to jointly elect new Council members.
(3) The supplement and recall of council members shall be approved by the Council and be submitted to the business supervisory authority for examination and approval.
(4) The total number of directors with family relationships shall not exceed one third of the total number of directors.
(5) The results of the election and the recall of council members shall be submitted to registration administration body for record.
Article 16 Rights and obligations of council members:
(1) To participate in formulating and modifying the Foundation’s Articles of Association;
(2) To elect the Chairman, Vice Chairman and Secretary-General;
(3) To discuss and determine important issues stipulated by the Articles of Association;
(4) To hear and review the Foundation’s work report;
(5) To study and formulate the Foundation’s working guideline, tasks and plans;
(6) To decide other key issues of the Foundation.
Article 17 The Council is the decision-making body of the Foundation. The Council mandate includes:
(1) To formulate and modify the Articles of Association;
(2) To elect and recall the Chairman, Vice Chairman and Secretary-General;
(3) To decide plans for major business activities, including raising, management and use of funds;
(4) To examine and approve the annual budget and final accounts of the Foundation;
(5) To develop an internal management system;
(6) To decide the establishment of administrative bodies, branches and representative bodies;
(7) To decide the appointment and recall of Vice Secretary-General and other principals of all bodies nominated by the Secretary-General;
(8) To hear and review the Secretary-General’s working report, and to inspect the Secretary-General’s work;
(9) To decide the division, merger, and termination of the Foundation;
(10) To decide other key issues.
Article 18 The council meeting is convened twice a year. The council meeting shall be convened and presided over by the Chairman.
If proposed by one third of the Council members, a Council meeting must be convened. If the Chairman is unable to or the Chairman does not call a meeting, those who propose the meeting can elect a convener.
The Chairman or the convener shall notify all council members and supervisors five days before the council meeting.
Article 19 The council meeting can only be convened when more than two thirds of the council members can attend; the general council resolution requires the approval of more than half of the council members who attend the meeting.
Resolutions of the following important issues can only take effect with the approval of two third of the council members who attended the meeting:
(1) Amendment of the Articles of Association；
(2) Election or recall of the Chairman, Vice Chairman and the Secretary-General;
(3) Major fund raising and investment activities specified in the Articles of Association;
(4) Division and Merger of the Foundation;
Major investment plans shall be approved by more than two thirds of the members of the decision making body.
Article 20 Minutes of the council’s meeting are required. If a resolution is formed, it shall be examined and signed by present council members. If the resolution violates laws and regulations or the Articles of Association cause the Foundation to suffer losses, council members who engaged in the resolution shall assume the responsibility. If a council member has objected the resolution as recorded in the meeting minutes, the council member can be exempted from liability.
Article 21 The Foundation shall have one supervisor. The supervisor shall serve for a term of the same duration of council members, and may serve for successive terms upon re-election.
Article 22 Council members and their close relatives as well as accounting personnel of the Foundation shall not serve as supervisor.
Article 23 The election and recall of supervisor:
(1) Supervisors shall be nominated by major donors;
(2) The supervisory authority can nominate supervisors according to the needs of work;
(3) The registration and administration authority can nominate supervisors according to the needs of work;
(4) The procedure of changing of supervisors shall be in accordance with its election procedure.
Article 24 Rights and obligations of supervisor:
The supervisor shall inspect the financial and accounting information of the Foundation in accordance with the procedures stipulated in the Articles of Association, and oversee the Council’s compliance with laws and the Articles of Association.
The supervisor has the right to attend the council meetings and to make inquiries and suggestions to the council members and to report relevant issues to the registration and administration authority, the business supervisory authority as well as tax and accounting supervisory authorities.
The supervisor shall abide by laws and the Foundation’s Articles of Association and faithfully performs his or her duties.
Article 25 The number of council members who receive remuneration shall not exceed one third of the total number of council members. The supervisor and the council members who do not hold full-time positions in the Foundation shall not receive remuneration from the Foundation.
Principals and staff members of the Foundation shall not take part-time jobs and get paid at enterprises invested by the Foundation
Article 26 In the event of any interrelation between personal interests and the interests of the Foundation, the council members shall not participate in the decision-making of related matters; the council members, the supervisor and their close relatives shall not engage in any transaction with the Foundation.
Article 27 The Council shall have Chairman, Vice Chairman and Secretary-General, all of whom elected from the Council.
Article 28 The Chairman, Vice Chairman and the Secretary-General of the Foundation must meet the following conditions：
(1) Have certain impacts in the business areas of the Foundation;
(2) The maximum age for holding the position of Chairman, Vice Chairman and Secretary-General shall not exceed 70; Full time is needed for the position of Secretary-General;
(3) Be healthy and able to complete regular work;
Article 29 One person cannot serve as Chairman, Vice Chairman or Secretary-General of the Foundation under one of the following circumstances:
(1) Currently serve as civil servants;
(2) Within five years from the date of being put under surveillance, detention or fixed-time imprisonment;
(3) Having been or is deprived of political rights;
(4) Having served as Chairman, Vice Chairman or Secretary-General at Foundations whose registration had been canceled due to illegal acts, born personal responsibilities for the Foundation’s illegal acts, and having not exceeded 5 years from the date of the cancellation of the Foundation’s registration;
(5) Having no civil capacity or restricted civil capacity;
(6) Having served as principal at organizations that had been canceled of registration and having not exceeded 5 years from the date of the cancellation of the Foundation’s registration;
(7) Other circumstances stipulated by laws and administrative regulations.
Article 30 The Chairman, Vice Chairman and Secretary-General of the Foundation shall serve a term of five years, and may not serve for more than two successive terms. In case a term needs to be extended under special circumstance, it shall be voted by the Council through special procedures and shall be submitted to the business supervisory authority for examination and shall get the approval from the registration and administration authority. The Chairman, Vice Chairman and Secretary-General shall not be the same person.
Article 31 The Chairman of the Foundation is the Foundation’s legal representative. The legal representative of the Foundation shall not act as the legal representative of other organizations.
The legal representative of the Foundation shall be resident of mainland China.
In the event that the Foundation violates the Regulation on the Administration of Foundations or the Articles of Association, the legal representative of the Foundation shall take relevant responsibilities during his or her time in office. The legal representative shall bear personal responsibility in the event that he or she causes the illegal behavior or property losses of the Foundation due to his or her negligence at work.
Article 32 The Chairman of the Foundation performs the following functions and duties:
(1) To convene and preside over Council meetings;
(2) To inspect the implementation of resolutions;
(3) To sign important document on behalf of the Foundation;
(4) To nominate the Secretary-General and submit to the Council for final decision;
The Vice Chairman and Secretary-General of the Foundation shall carry out daily work under the guidance of the Chairman. The Secretary-General performs the following functions and duties:
(1) To lead the daily work of the Foundation, and organize the implementation of council resolutions;
(2) To organize the implementation of the Foundation’s annual charitable activities;
(3) To develop a plan for the raising, management and use of funds;
(4) To formulate the Foundation’s internal management rules and regulations, and report to the Council for examination and approval;
(5) To coordinate associated organizations in carrying out work;
(6) To decide the recruitment of full-time employees of the Foundation and its associated organizations;
(7) To propose the recruitment or dismissal of personnel in leading positions of the Foundation and its associated organizations for the Council’s final decision;
(8) Responsible for the examination and approval of the Foundation’s financial expenditure;
(9) To handle relevant works assigned by the Chairman；
(10) Other daily affairs.
Chapter 4 Management and Use of Properties
Article 33 Sources of the charitable property of the Foundation are:
(1) Founding property donated and sponsored by the originator;
(2) Voluntary donation by natural persons, legal persons or other organizations;
(3) Donation and endowment from related domestic organizations;
(4) Government subsidies;
(5) Income from investments;
(6) Other legitimate income.
Article 34 The Foundation carries out fundraising activities and accepts donations in accordance with laws and regulations and in line with the purpose of the Foundation set forth in the Articles of Association and business scope of charitable activities.
Article 35 The Foundation shall provide a donation receipt supervised and printed by the ministry of finance. The donation receipt shall include the donor, the type and amount of donated property, the name of the foundation and the name of the responsible person, the date of the receipt, etc. If the donor is anonymous or abandons the donation receipt, the Foundation shall make relevant records.
When the donor requests a written donation agreement, the Foundation shall sign a written donation agreement with the donor. The written donation agreement shall include the name of the donor and the Foundation, the type, quantity, quality, use and delivery time of the donated property.
When the donor and the Foundation make agreement on the usage and the beneficiary of the donated property, the donor’s interested party shall not be designated as the beneficiary.
Article 36 The Foundation shall carry out directional fund-raising activities within the originator, members of the Council and other specific personnel, and shall explain the purpose of fundraising, use of the raised fund and other relevant issues.
Article 37 The property and other income of the Foundation are protected by law; no unit or individual shall encroach, secretly distribute or embezzle the property and income.
(1) The contributor does not retain or have any property rights of the property donated to the Foundation;
(2) Except for reasonable expenses associated with the Foundation, all incomes shall be used for charitable activities with registration approval or stipulated in the Articles of Association;
(3) The Foundation’s property and its accrued interests cannot be used for distribution; however, this does not apply to reasonable wages and salaries.
(4) The Foundation’s taxable income and its related costs, expenses and losses and its tax-exempt income and its related costs, expenses and losses shall be accounted for separately.
Article 38 The Foundation shall use the property in accordance with the purpose of the Foundation stipulated in the Articles of Association and the scope of the charitable activities; if the donation agreement specifies usage, the Foundation shall use the property in accordance with the agreement.
In case the materials donated cannot be used for the purpose in conformity with the Foundation's tenet, the foundation may auction or sell them off, and the income therefrom shall be used for the purpose of donation.
Article 39 The Foundation’s properties are mainly used for:
(1) Setting up the special fund for the “Pu Shan Outstanding Paper Award on World Economics” to encourage and reward economists who have made outstanding contributions to international finance;
(2) Setting up the new finance special fund to encourage and reward economists who have made outstanding contributions to new finance;
(3) Staff salaries and welfare costs;
(4) Daily operational cost (water and electricity, office supplies, transportation, etc.));
(5) Other charitable programs approved by the Council.
Article 40 Major fundraising and investment activities refer to:
(1) Fundraising activities that exceed RMB 1 million;
(2) Annual investment plan;
(3) Investment activities that exceed RMB 1 million.
Article 41 The Foundation shall achieve value maintenance and appreciation of the funds under the principles of legality, safety and effectiveness.
Article 42 The proportion of the Foundation’s charitable expenses and annual management expenses stipulated by the Articles of Association annually is subject to the relevant standards.
The average salary of the staff of the Foundation shall not exceed twice the previous year average salary of the region of tax registration. The welfare of the staff shall be in accordance with relevant provisions of China.
Article 43 The Foundation shall make public the types of charitable projects, application and review procedures in carrying out charitable funding projects.
Article 44 The Foundation shall rationally design its charitable projects in line with the purpose and the relevant regulation of the Foundation, to optimize the implementation process, reduce operating costs and improve the efficiency of the use of charitable properties.
(1) The Foundation shall establish a sound mechanism for decision-making, implementation and supervision of charity projects, establish scientific, standardized and effective requirements regarding the establishment, review, implementation, control, evaluation and feedback of charitable projects, establish project management institutions, provide personnel and assume project management responsibilities.
(2) The Foundation determines charitable beneficiaries in accordance with the principles of openness, fairness and impartiality.
(3) Interested party of the Foundation’s management staff shall not be the beneficiaries.
Article 45 Major charitable activities of the Foundation shall be approved by the Council and the number of affirmative vote shall not be less than two third of the number of attendant council members.
Major charitable activities of the Foundation refer to:
(1) Annual charitable project;
(2) Charitable activities exceeding RMB1 million.
Before carrying out major charitable projects, the Foundation shall promptly report to the business supervisory unit.
The use of project funds shall strictly abide by the rules of national financial accounting system and the exclusive purposes stipulated in the donation agreement.
The management and use of funds of charitable projects should consciously accept the supervision of the ministry of finance, the auditing institution, the supervisory department of industry, the registration authority and the public; the foundation shall earnestly fulfill the obligation of information disclosure and accept social supervision.
Article 46 The Foundation shall strengthen the management of project files, preserve complete information of the charity projects, and complete the archive work.
Article 47 Donors reserve the rights to inquire and replicate relevant documents regarding the usage and management of his or her donated property. The Foundation shall provide prompt and truthful reply to the donor’s inquiry.
In case that the use of donated property by the Foundation violates the donation agreement, donors reserve the rights to request correction; if the Foundation refuses to make correction, the donor can make complaints and reports to the Ministry of Civil Affairs or bring a lawsuit to the People’s Court.
Article 48 The Foundation may sign agreements with a grantee to set out the method and amount of donation as well as the usage of the proceeds.
The Foundation reserves the right to supervise how the donation is used. If the grantee does not use the grant in accordance with the agreement or violates the agreement in other ways, the Foundation reserves the right to terminate the grant agreement.
Article 49 The Foundation shall implement the uniform accounting system of China, conduct accounting in accordance with relevant laws and regulations, establish and improve the internal accounting supervisory system and ensure that the accounting information is legal, authentic, accurate and integrated.
The Foundation shall accept tax supervision and accounting control from competent tax and accounting authorities according to law.
Article 50 The Foundation shall employ full-time staff and professionally qualified accountants that are compatible with the Fund's activities. Accounting personnel cannot serve as a cashier. Accounting personnel who are being transferred to other positions or leaving their posts must complete the hand-over procedure with the takeover staff.
Article 51 The Foundation’s business and fiscal year is from January 1 to December 31 each year. The Council will examine and approve the following issues each year before March 31:
(1) Business report and financial accounts of the previous year；
(2) Business plan and financial budget of the current year;
(3) Inventory of property 〖list of donors and relevant information of the current year〗.
Article 52 Financial auditing shall be conducted upon the Foundation’s general election, change of legal representative or liquidation.
Chapter 5 Reporting of Significant Events and Information Disclosure
Article 53 The Foundation shall fulfill its obligations for reporting significant events in accordance with the requirements and guidelines of the Charity Law and the registration and supervisory authorities.
Article 54 The Foundation shall perform its information disclosure obligations in accordance with the requirements of the Charity Law and the relevant information disclosure requirements of the registration authority.
Chapter 6 Termination and Disposal of Remaining Property
Article 55 The Foundation shall be terminated if any of the following circumstances occur:
(1) In the case of termination prescribed by this Articles of Association;
(2) In the event of merger or division;
(3) Not engaged in charitable activities for two consecutive years;
(4) Being cancelled of registration or license according to law;
(5) Other circumstances of termination prescribed by laws and administrative regulations.
The Council shall establish a liquidation group to carry out liquidation and announce to the public within thirty days from the date of the termination event. If no liquidation group is set up or if the liquidation group fails to perform its duties, the registration and administration authority may apply to the people's court to designate relevant personnel to form a liquidation group for liquidation.
Article 56 Termination of the Foundation shall be submitted to the business supervisory authority for examination and approval within 15 days after the approval by the Council; and shall apply to the registration and administration authority for cancellation of registration within 15 days after the approval from the business supervisory authority.
Article 57 The Foundation shall set up a liquidation group and complete liquidation under the guidance of the business supervisory authority before going through the formalities of cancellation of registration.
Remaining assets and property of the Foundation after liquidation shall be transferred to charitable organizations of the same or similar purposes in accordance with the Articles of Association of the Foundation for charitable cause under the supervision of the registration and administration authority.
Where there is no stipulation in the Articles of Association, the assets and properties shall be transferred to charitable organizations of the same or similar purposes of the Foundation for charitable cause by the registration and administration authority and this shall be publicly announced.
The Foundation shall apply for the cancellation of registration with the registration and administration authority within 15 days from the date of completion of the liquidation, and shall not carry out any activities other than liquidation during the liquidation process.
Article 58 The Foundation shall be terminated when the registration and administration authority issues the certificate of cancellation of registration.
Chapter 7 Amendments of the Articles of Association
Article 59 The amendment of the Articles of Association shall be submitted to the business supervisory authority for examination and approval within 30 days after it is voted through the council meeting. After the examination and approval by the business supervisory authority, this Articles of Association shall be reported to the registration and administration authority for examination and approval.
Chapter 8 Supplementary Provisions
Article 60 The Articles of Association were voted through by the Council on the first council meeting on Feb 25, 2017.
Article 61 The power of interpretation of the Articles of Association belongs to the Council.
Article 62 This Articles of Association shall come into force on the date of approval by the Council after getting the approval of the registration and administration authority.
Article 63 If the Articles of Association do not conform to the laws, regulations, rules and policies of China, it shall be subject to the provisions of the laws, regulations, rules and policies of the State.