ALXA SEE Ecological Association Articles |
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Chapter I General Provisions
Article 1 Name: The Chinese name of this Association is ＾唖性鋲SEE伏蓑亅氏￣ (＾Association￣); The English name of this Association is ＾ALXA SEE Ecological Association￣, which is abbreviated as ＾SEE￣.
Article 2 Purposes: Improve and restore ecological environment in ALXA area, realize reduced frequency of sandstorm or control of sandstorms; promote China¨s enterprises to undertake more ecological and social responsibilities.
Article 3 Mission: On the basis of sandstorms treatment in ALXA area, provide support to local projects that are helpful to environmental protection and ecological restoration; promote the public welfare mode of the Association in wider scope if successes have been achieved.
Article 4 Property: The Association is a non-profit league organization for public welfare environmental protection. According to ＾Regulations for Management of League Organization Registration￣ of the State Council and approved by civil administration of ALXA government, it is founded to operate in accordance with the Constitution, laws and regulations of China.
Article 5 Address: Jilantailu 7#, North Street, Wulanbuhe, ALXA, Inner Mongolia. The Association has an office in Beijing at: China International Science and Technology Convention Center (CISTCC), Section A, F22, Building 3, Beisanhuanxi Road 48#
Chapter II Initiators
Article 6 The Association is founded by entrepreneurs or enterprises, which care for environmental protection in China and ecological restoration in the ALXA area. All those who have donated 100,000 Yuan to the Association at the founding of the Association are the initiators of the Association.
According to their common understanding of supporting public welfares, initiators of the Association consent to donate 100,000 Yuan annually to the Association for 10 years in succession. Initiators of the Association will have the title of Council Member spontaneously in the year of the founding of the Association. The Association will provide description of the initiators in its website and publications.
Chapter III Members
A. Associate Members
Article 8 All natural persons, corporations, or other kinds of organizations, may become Associate Members of the Association, when they agree to the Articles of the Association and have donated cash or materials to the Association, with value of less than 100,000 Yuan.
Article 9 Associate Member neither has the right to vote nor the right to be elected in the Association, nor has the voting right for major projects and personnel management issues of the Association.
Article 10 Associate Members are entitled to raise recommendations and comments on the operation of the Association; for recommendations and comments from any Associate Member, Secretary General of the Association shall provide clear reply in writing within one month upon receiving such recommendations and comments.
Article 11 Associate Members are entitled to obtain the journals of the Association for free, and to participate in related activities organized by the Association for the members.
Article 12 In case of joint signing by more than 50 Associate Members, the Secretary General of the Association shall provide a statement in writing about projects and finance condition of the Association within 30 days; in case of joint signing by more than 100 Associate Members, the Supervisory Board shall implement an audit of the finance condition of the Association, and make available the results of the audit.
B. Council Member, Perpetual Council Member
Article 13 All natural persons, corporations, or other kinds of organizations, may become the Council Member of the Association in the same year, when they agree to the Articles of the Association and have donated cash or materials to the Association, with amount of more than 100,000 Yuan.
Article 14 In case the donor, who already has the title of Council Member, makes donation of less than 100,000 Yuan in the coming year, his title of Council Member will be forfeited spontaneously, and he will become an Associate Member of the Association.
Article 15 In case the donor makes donations of 1 million Yuan (or materials valued at 1 million Yuan) in a lump sum, or his aggregated donations have reached 1 million Yuan (or materials valued at 1 million Yuan), he will become the Perpetual Council Member, and enjoy rights of Council Membership for his/her life time.
Article 16 Perpetual Council Member of the Associations can enjoy rights of Associate Membership and corresponding rights provided in future by the Association.
Article 17 Rights and Obligations of Council Members:
17.1 Rights of Council Member:
Participate in meetings of the Council and voting for or being elected as Executive Member, Supervisor, President, and Vice President.
Participate in meetings of the Council and voting for major issues of the Association according to the Articles.
Be entitled to raise recommendations and comments on the operation of the Association; for recommendations and comments from any Council Member, Secretary General of the Association shall provide clear reply in writing within one month.
Be entitled to obtain the journals of the Association for free.
In case of joint signing by more than three Council Members, the Secretary General of the Association shall provide a statement in writing about projects and finance condition of the Association within 30 days; in case of joint signing by more than five Council Members, the Supervisory Board shall implement an audit of the finance condition of the Association, and make available the results of the audit .
17.2 Obligations of Council Members:
Complyng with the Articles of the Association;
Actively participating in various public welfare activities organized by the Association;
Participating in the annual Meeting of the Councill;
Other compulsory services to the Association
Chapter IV Council
Article 18 The highest authority of the Association shall be its Council, which is composed of all Council Members of the Association.
Article 19 The Council has the following powers:
Approval of the Articles of the Association by voting;
Voting for election and replacement of members of Executive Council and Supervisory Board;
Reviewing annual work report and financial report by the Executive Council, and approving working plan of the next year;
Reviewing and approving annual report by the Supervisory Board;
Amending the Articles of the Association;
Making resolutions for termination and liquidation of the Association;
Making resolutions for division and merging of the Association.
Article 20 Resolution by the Meeting may be valid after approval by more than 1/2 of the present Council members. And resolutions for the following issues may be valid only after approval by more than 2/3 of the presenting Council members:
Amendment of the Articles;
Termination and Liquidation of the Association;
Division and Merging of the Association.
Article 21 The Meeting of the Council will be held in October annually, and be valid when more than 1/2 of the Council members are present. Resolutions made on the Meeting according to the Articles are valid resolutions.
Should the Council member be unable to attend the Meeting of the Council, he may authorize another person as agent to attend the Meeting in writing; the opinions of the agent will be regarded as those of the Council member.
Article 22 Secretary General shall notify all members of the Council 30 days before the holding of the Meeting. Records shall be made of the Meeting.
Chapter V Executive Council
Article 23 The Association will establish an Executive Council, which is composed of 15 Executive Council Members elected by Council members through secret ballot.
Article 24 Executive Council Members have an office term of three years. However, if the Executive Council Member has lost his qualification of Council Member within his office term due to insufficient donations or improper donation amount, his qualification of Executive Council Member is also lost spontaneously. In such case, the Council shall call for election of a new Executive Council Member, so that there are 15 Executive Council Members, according to the Articles.
Article 25 The Executive Council is the standing body and decision making body of the Council.
Article 26 During the adjournment of the Council, the Executive Council will work on behalf of the Council. Executive Council Members have equal franchise. The Executive Council has the following powers:
Calling for Meetings of the Council, and make reports to the Meeting;
Implementing resolutions of the Council;
Reviewing and approving annual budget plans and annual accounting of the Association;
Electing the President and Vice President;
Employing or dismissing the Secretary General candidate nominated by the President, and deciding his responsibilities and pay;
Employing or dismissing the Deputy Secretary General candidate and Financial Manager nominated by the Secretary General, and deciding their responsibilities and pay;
Listening to and reviewing work reported by the Secretary General, and supervising work of the Secretary General;
Determining establishment of offices, branches and representatives of the Association;
Reviewing and approving major management systems, including those for finance, staff salary and project management;
Reviewing and approving project investment of the Association.
Article 27The Executive Council shall hold Meetings at least twice annually, which shall be called and presided over by the President.
In case of proposals by 1/3 of the Executive Council Members, a Meeting of Executive Council must be held; should the President be unable to call for the Meeting, he may propose to the Executive Council Members for electing a Chairman for the meeting.
President or Chairman of the meeting shall notify all Executive Council Members and Supervisors 15 days before the holding of the Meeting.
Article 28The President is responsible for calling the Meeting of the Council, who may decide the time, location and topic of the Meeting. The Meeting of Executive Council may be valid when more than 2/3 of the Executive Council Members are present. Resolution by the Meeting may be valid after approval by more than 1/2 of the present Executive Council Members.
Article 29 In case of special situation, the President may call for a temporary Meeting of the Executive Council, for discussion and voting of related issues.
Article 30 Records shall be made for the Meeting. In case there are any resolutions agreed, the Memorandum of the Meeting shall be prepared on the spot, and reviewed and signed by the Executive Council Members present. In case the resolutions of the Meeting breach the laws, regulations or the Articles, which cause losses to the Association, the Executive Council Members presenting shall be responsible for such results. However, if it¨s proven that there is an Executive Council Member, who is against the resolutions when voting, which is recorded in the meeting record, that Executive Council Member is exempt from the responsibilities.
In case an Executive Council Member, who has not participate in the Meeting of Executive Council for three times, his qualification as Executive Council Member is cancelled. And a new candidate for Executive Council Member, nominated by the President, will be voted and approved by the Executive Council.
Chapter VI Supervisory Board
Article 31 The Association will establish a Supervisory Board, which is the highest supervisory authority and composed of 5 Supervisors. The office term for Supervisor is three years.
Article 32 Supervisors are elected from Council Members through secret ballot and differential voting. Supervisors are entitled to attend Meeting of Executive Council as a nonvoting delegate; the Chairman is elected by the Supervisors. If the Supervisor or Chairman has lost his qualification of Council Member within his office term due to insufficient donations or improper donation amount, his qualification of Supervisor or Chairman is also lost spontaneously. In such case, the Council or the Supervisory Board shall call for election of a new Supervisor or Chairman.
Article 33 The Supervisory Board shall supervise the implementation of financial systems. It shall independently entrust a qualified accounting firm to make annual audits of the finances of the Association one month before holding of Meeting of Council Members, and the audit results shall be declared at the Meeting.
Article 34 In case any Supervisor proposes, which is approved by voting of Supervisory Board, provisional checks may be implemented on the financial condition of the Association, and the results of the checking shall be declared to all Council Members. In case joint signing by more than 10 Council Members, the Supervisory Board shall entrust a qualified accounting firm to perform an audit of the finances of the Association, and the audit results shall be declared to all Council Members.
Article 35 Secretary General shall submit financial report of the Association once each month to Supervisory Board.
Article 36 In case any Supervisors find that the President of the Council has behaved in a way that seriously breaches the Articles, financial system or laws of the state, after signing for consent by more than three members of Supervisory Board, a temporary Meeting of the Executive Council may be held for impeachment of the President and election of a new President.
Article 37 In case any Supervisors find that the Secretary General has behaved in a way that seriously breaches the Articles, financial system or laws of the state, after signing for consent by more than three members of the Supervisory Board, a Meeting of the Executive Council may be held for impeachment of the President. If such impeachment is approved by more than 2/3 of Executive Council Members, the President may appoint a new Secretary General.
Chapter VII President, Vice President
Article 38 The President is the legal representative of the Association, elected by Executive Council Members with approval by more than 2/3 of Executive Council Members. The office term for the President is three years, and the President may renew his term of office after the expiration of current term. If the position of President is open during adjournment of the Council, the Executive Council is responsible for election of the President.
Article 39 A Meeting of Executive Council shall be called and presided by the President; the President shall answer for the Council, and implement the following functions according to the Articles of the Association:
Provide Secretary General candidate for employment or dismissal to Executive Council; supervise Secretary General to implement work plan approved by Executive Council;
Preside over Meeting of the Council and Meeting of Executive Council;
Supervise the implementation of resolutions approved at Meeting of the Council and Meeting of Executive Council;
Sign contracts and files on behalf of the Association or authorize representatives to sign contracts and files;
Work on operation policies, tasks and plans of the Association, and provide work reports to the Meeting of Council Members and the Council.
Article 40 Vice President is elected through approval by more than 2/3 of the Executive Council Members, who shall assist the President to work.
Chapter VIII Secretariat
Article 41 The Association will establish a Secretariat, which is the implementation organ for handling routines under the leadership of Executive Council. The Secretariat is composed of one Secretary General, who governs routines, and several Deputy Secretary Generals, who assist the Secretary General.
Article 42 The Secretary General is responsible for routines of the Association, under the leadership of the Executive Council, and has the following rights and obligations:
Be responsible for routines of the Association, provide budget and accounting reports to the Executive Council, and be responsible for implementation of resolutions by the Council or the Executive Council;
Submit project operation plans, financial budget plans and major regulations of the Association to the Executive Council, and implement such plans and regulations after approval by the Executive Council;
Work out the organization structure of the Association, and be responsible for making of detailed regulations of the Association;
Provide candidates for the Deputy Secretary General and Financial Manager to be employed or dismissed to the Executive Council; employ or dismiss staff and determine their salaries, except for those employed or dismissed by the Executive Council;
Assist the President to hold Meetings of the Council or Meetings of the Executive Council;
Cooperate with related departments and institutions;
Provide work reports to the Council and the Executive Council;
Provide operation proposals to Executive Council, and submit the proposals to Advisory Committee of Experts for review.
Article 43 Secretariat shall unconditionally cooperate with the Supervisory Board to make periodical and nonscheduled financial checks.
Chapter IX Advisory Committee of Experts
Article 44 The Advisory Committee of Experts is composed of experts from various fields of environmental protection, economics, law, humanities, finance, planning etc. domestically and internationally. These experts are recommended in writing by Council Members or Secretary General, and employed by Executive Council.
Article 45 The Secretary General is responsible for convening Advisory Committee of Experts.
Article 46 Experts shall follow the principles of exclusion in case of benefit correlation during their cooperation with the Association.
Article 47 The Advisory Committee of Experts operates independently according to entrusting by the Association. It provides suggestions in term of development strategy, and participates in planning, initiating, implementation and evaluation of projects. For all major resolutions of the Association concerning development strategy, project implementation etc, advisory suggestions in writing by related experts shall be attached.
Chapter X Assets Management and Application
Article 48 Revenue of the Association consists of:
Membership fees and donations;
Voluntary donations by natural persons, corporations or other kinds of organizations;
[Finance Subvention?];
Other legal income.
Article 49 Assets financed by the Association are the assets of the Association, and are protected by laws of the state. No institution or individual may embezzle, privately distribute or misappropriate the assets.
Article 50 The President, Executive Council Member, and Secretary General shall implement project and finance management strictly according to operation plans and regulations of the Council.
Article 51 For Council Members and Executive Council Members, if their personal benefits have correlations with benefits of the Association, they shall actively declare it and avoid such situations, and shall not participate in discussions and decision making on related issues.
Article 52 The Association shall strictly follow purposes and business ranges regulated in the Articles and realize [inflation-proof and increment????] for capital and property safely and effectively.
Article 53 In case materials donations received cannot or are not suitable to be used for applications complying with the purposes of the Association, the Associations may implement auction or sell the materials, the income from which will be entered into the assets of the Association.
Article 54 For projects implemented by the Association, the Association shall publicize type, application and appraisal procedures of the projects.
Article 55 The Association shall follow accounting system regulated by the state, implement accounting according to laws, establish and improve an accounting supervisory system, and ensure legality, trueness, accuracy and completeness of accounting documents.
Special accountants with professional qualifications shall be arranged for the Association. When the accountants¨ positions are changed, or they are dismissed, they need to implement a hand over with their successors.
Article 56 Financial audits shall be implemented when there are annual checks of the registration, expiration of office terms, replacement of legal representatives and on liquidation.
Chapter XI Termination & Liquidation
Article 57 The Association may be terminated due to the following reasons:
Failure to fulfill the purposes of the Association as a result of force majeure;
Laws, regulations and policies of the state;
Decision by the Council.
Article 58 The termination of the Association shall be submitted to superior authority for approval within 15 days after approval by the Council, and shall be submitted to registration administration for applying for canceling of registration within 15 days after approval by the superior authority.
Article 59 Before implementing the cancellation of registration, the Association shall establish a liquidation organization, under directions of the registration administration and superior institutions, for implementing liquidation procedure.
The Association shall implement canceling of registration of the registration administration within 15 days after completing the liquidation procedure. No other activities, except for those concerning liquidation, may be implemented during liquidation period.
Article 60 After canceling of the Association, the remaining property will be allocated for public welfare applications according to decisions made by the Council before cancellation, under supervision by the superior institution and registration administration.
The remaining property, which cannot be allocated according to the above method, will be donated by registration administration to other public welfare organizations, which have the similar property and purposes with the Association and such allocations shall be publicized to society.
Chapter XII Amendment
Article 61 Within 15 days after the amendment of the Articles being approved by voting of the Council, the amended Articles shall be sent to and approved by the superior institution, and then be approved by registration administration.
Chapter XIII Supplementary Provisions
Article 62 The Articles were approved through voting by the first Meeting of Council on June 4, 2004. The Executive Council made amendment to the Articles according to suggestions submitted by the second Meeting of Council on August 12, 2004.
Article 63 The Articles are subject to explanation by the Executive Council.
Article 64 The Articles shall come into force from the date of approval by registration administration.
Article 65 ＾ within￣ and ＾less than￣ in the Articles imply that the referred number is excluded from the range, and ＾more than￣ implies that the referred number is included in the range.
