Chapter Ⅰ General Principles
Article l： The official name of the foundation is China Environmental Protection Foundation, CEPF in acronyms.
Article 2：The Foundation is a nation-wide public-funding foundation to manage the donations to the cause of environmental protection from the enterprises, social organizations and individuals. CEPF is registered as a non-profit organization. CEPF is an independent legal entity.
Article 3：In accordance with the principle of " using what is taken from the people to serve for the people, protecting the environment and working for the benefits of mankind ", CEPF raises funds to commend organizations and individuals that have made outstanding contributions to the environmental protection, to sponsor environment friendly activities and projects in the field of the environmental protection in China.
Article 4：The original foundation of CEPF was RMB 8 million, which was from the donations of founders, organizations and individuals.
Article 5：The registration authority is Ministry of Civil Society of the People’s Republic of China. The supervising authority is Ministry of Environmental Protection of the People’s Republic of China.
Article 6：The permanent headquarters address is No.16 Guangqumennei Street, Chongwen District, Beijing, China
Chapter Ⅱ Working Scope
Article 7：The working scope of CEPF is as follows:
a) Raise fund from home and abroad to promote the development of environmental protection in China;
b) Increase the value of the funding through financial operations and investments;
c) Grant China Environment Prize and other commendations in the environmental protection;
d) Sponsor and carry out the management, advocacy, academic exchange and training programs in the environmental protection;
e) Promote scientific research, technical application and pilot projects in the environmental protection;
f) Boost international exchange and cooperation in the environmental protection;
g) Finance environment friendly initiatives and carry out social development projects;
h) Support other initiatives in accordance with the aims of the foundation.
ChapterⅢ Management
Article 8： The Board of the foundation comprises 19 to 25 members. The term of service is five years and the board members can pursue reappointment for one term.
Article 9: Board Member Qualifications:
a) A board member should commit himself/herself to the cause of environmental protection, adopt the Foundation’s mission and value and be willing to serve on the Board;
b) He/she should be someone who is influential and can materially advance the Foundation;
c) He/she should have a strong sense of public responsibility and be willing to commit the necessary time to attend board meetings with the principle of independent, objective, fairness, impartiality and openness;
d) He/she should be willing and anxious to provide leadership to the ongoing development program and have a strong ability of interpersonal communication;
e) He/she should be physically healthy and have full civil capacity.
Article 10: Election and Dissolution of the Board
a) The constitute of the first session of the board should be decided by the supervising authority, chief donors and founders;
b) The new board candidates should be appointed by the supervising authority, chief donors and founders and a leadership team should set up and organize all the candidates to elect the subsequent Board;
c) Dismissal and re-election of members should be approved by the Board and permitted by the supervising authority;
d) No close relative of the Board members shall serve on the Board;
e) Dismissal and re-election of members should report to the registration authority on file.
Article 11: Rights and Obligations of the Board members
a) Attend the Board meetings, express his/her opinions freely and exercise his/her right on decision making;
b) Submit to the Board written comments on the unedited working documents and request for explanation from the secretariat;
c) Read the Foundation’s documents or files, examine the work of the Foundation and request the Chairperson to call special meetings;
d) Thoroughly familiar with the Foundation’s mission, the ongoing development programs and the relevant laws and regulations of the non-profit organizations;
e) Comply with the national laws and the constitution of the Foundation, uphold the Board decisions, assume his/her responsibilities and safeguard the interests of the Foundation and the Board;
f) Attend the Board meetings on time, prepare for the issues and submit his/her comments;
g) Thoroughly understand the situation and the demand of the Foundation, assist in identification and cultivation of prospective donors and capable of materially advancing the Foundation;
h) Support the work of the Foundation and keep interactive relationship with the secretariat.
Article 12: Policy making authority of the Foundation rests with the Board.
The Board exercises the following responsibilities:
a) Make and amend the constitution;
b) Elect and dismiss the Board Chair, the Vice Chair and the Secretary General;
c) Decide on the honorary headship;
d) Decide on the major work plans, including fund raising, management, investment;
e) Make annual plans, budgets, final accounts and examine their implementation;
f) Decide on the establishment of the affiliates, branches and agencies;
g) Decide on the appointment of the Deputy Secretary General, directors of the affiliates, branches and agencies nominated by the Secretary General;
h) Receive and discuss the annual report of the Secretary General and evaluate his/her work;
i) Determine the founding, merger, or dissolution of the Foundation;
j) Decide on the other major issues.
Article 13: The Board should hold at least two meetings per year. The meetings should be convened and chaired by the Chairperson or the Vice Chairperson authorized by the Chairperson.
As requested by 1/3 or more of the Board members, a Board meeting should be convened. If the Chairperson can not convene such a meeting with a warrant, he/she should assign a Vice Chairperson to act on behalf.
A Board meeting notice should reach all members at least seven days in advance.
Article 14: The attendance of a Board meeting shall be a 2/3 majority of the members. The resolutions are valid only after approved by more than half of the members presented.
However, an approval of a 2/3 majority of the members is required on the following issues:
a) Amendment on the constitution;
b) Election or dismissal of the Chairperson, the Vice Chairperson or the Secretary General;
c) Major fund raising, investment activities prescribed by the constitution;
d) Establishment or merger of the Foundation
Article 15: Minutes of Board meetings shall be taken. All resolutions shall be recorded, which shall be approved and signed by the Board members presented.
If any resolution of the Board violates the laws, regulations or the constitution, which has caused a loss to the Foundation, the attendees shall be accountable, except that the minutes recorded proved the member to be against the related resolution. Any minutes of the Board meetings shall be filed for a long term use.
Article 16: The Board sets two Supervisors. The term of service is the same as the Board members, who can be re-elected.
Article 17: No close relative of the Board or financial staff of the Foundation shall serve as a Supervisor.
Article 18: Appointment and Dismissal of the Supervisors
a) A supervisor shall be appointed by major donors and the Foundation's supervisory authority;
b) The registration authority can appoint a supervisor if necessary;
c) To name a new supervisor takes the same procedure as the appointment
Article 19: Rights and Obligations of the Supervisors
a) Review the Foundation’s financial and accounting documents in accordance with the provisions of the constitution, supervise the compliance with the laws and the constitution of the Board;
b) Attend Board meetings as observers, submit inquiries or comments to the Board and report to the registration authority, supervision authority, taxation and auditing departments;
c) Assume his/her responsibility in compliance with the relevant laws, regulations and the constitution;
Article 20: No more than 1/3 of Board members should receive remuneration from the Foundation. Supervisors and Board members who are not full-time Foundation staff shall not be paid.
Article 21: A board member shall not participate in the process of decision-making when his/her personal interests conflict with the Foundation. No close relative of the Board members or Supervisors shall transact with the Foundation.
Article 22: The Board includes the Chairperson, Vice Chairperson and Secretary General, who shall be nominated from the Board members;
Article 23: Qualifications of the Chairperson, Vice Chairperson and Secretary General:
a) Influential in the related area, experienced, well-educated, fair and impartial, democratic in work;
b) Under 70 years old. Secretary General shall be full-time;
c) Physically healthy and commit to work;
d) Full civil capacity.
Article 24: A person shall not be qualified for the position of Chairperson, Vice Chairperson or Secretary General in the following cases:
a) Civil servants;
b) Less than five years after the complement of labor under surveillance, penal servitude or imprisonment;
c) Deprived of political rights;
d) Used to be a Chairperson, Vice Chairperson or Secretary General of a foundation whose registration had been revoked due to a violation to the laws within five years; moreover he/she was liable for the violation.
Article 25: Each term of service for the Chairperson, Vice Chairperson and Secretary General is five years. The terms are no more than two except that it is approved by the Board members, examined by the supervision authority and consented by the registration authority.
Article 26: The Chairperson is the legal person of the Foundation and shall not legally represent other organizations. The Legal person shall be a resident of mainland China.
If the Foundation violates to the Regulations for the Management of Foundations or the Constitute of the Foundation during the serve of the legal person, he/she shall be liable for the corresponding responsibilities; If any violation or financial loss caused by the Foundation due to the legal person’s failure in performing his/her responsibilities, he/she shall bear individual responsibilities.
When the legal person resigns from his/her position, there shall be a financial audit to his/her work.
Article 27: The Chairperson exercises the following functions:
a) Convene and chair the Board meetings;
b) Oversee the implementation of the resolutions made by the Board;
c) Sign documents on behalf of the Foundation;
d) Other functions authorized by the Board.
The Vice Chairperson works under the leadership the Chairperson. The Chairperson can designate the Vice Chairperson to perform the above duties if necessary.
Article 28: The Secretary General exercises the following functions under the leadership of the Chairperson:
a) General management of the Foundation, implementation of the resolutions of the
Board, responsibility in fulfilling the goals and mission of the Foundation;
b) Design work plans and major projects, implement them as approved by the Board;
c) Make plans for fund raising and management, implement the plans as approved by
the Board;
e) Promote the Foundation to the limit of its financial resources, balance the donation
f) income, grants and administration expenses;
g) Preserve and increase the value of the funds in accordance with the related principles of the Board;
h) Draw and implement the organization’s regulations and rules approved by the Board;
i) Manage and coordinate the work of the branches;
j) Nominate the candidates for or propose to dismiss the Vice Secretary General and other chief directors, which shall be decided by the Board;
k) Promote the organizational culture and professional spirits, be able to properly delegate, build a competitive system to improve human resources;
l) Accept the inspection of the Board and the Supervisors, submit the report of annual work progress and financial status to the Board;
m) Other duties authorized by the constitution and the Board.
Article 29: The Foundation sets the positions for Honorary Chairperson, Vice Honorary Chairperson and Honorary Board members, who shall be voted by the Board and report to the supervision authority on file.
Article 30: The Foundation can establish affiliates, branches, agencies and special funds if necessary. The establishment of the affiliates, branches and agencies shall be approved by the Board, consented both by the supervision authority and the registration authority.
Article 31: The Foundation can set non-standing committees for advisors or experts. The members of the advisory committee or experts committee shall be voted by the Board and filed by the supervision authority.
ChapterⅣ Management and Use of the Funds
Article 32: The main sources of funding of the Foundation are as follows:
a) Donations from organizations and individuals from home and abroad in accordance with the laws;
b) Funds income;
c) Investment income;
d) Projects operating income;
e) Government subsidies or grants;
f) Other legitimate income.
Article 33: The activities of fund raising and donation receiving shall comply with the relevant national laws and regulations, accord with the constitution and the working scope of the Foundation.
Article 34: The Foundation shall release its initiative plan and funds use plan to the public when it raises funds. Major activities in fund raising shall be reported to the supervision authority and registration authority.
Article 35: The assets and income of the Foundation are protected by the law and cannot be misused or apportioned by any organization or individual.
Article 36: The Foundation shall use funds based on the principles stated in the constitution and its working scope. The donations shall be exactly used in accordance with the provision of the donation contracts.
If the donated materials do not apply to any activity of the Foundation, they shall be auctioned or sold to meet the aim of donations.
Article 37: The funds of the Foundation shall be mainly used in sponsoring and implementing environment friendly work, as well as sound activities and projects to promote the development of the environmental protection.
Article 38: Major fund raising activities include:
a) Fund raised over RMB 2 million;
b) Fund raised nationwide or in abroad.
Major investment activities refer to an investment of over RMB 3 million.
Article 39: This Foundation shall preserve its funds and increase their value according to the principles of legality, safety and effectiveness.
Article 40: The funds used in philanthropy in accordance with the constitution of the Foundation shall not be less than 70% of the total income of the previous year. The general operating expenses shall not exceed 10% of the total expenditure of the year.
Article 41: The Foundation shall release its policy in the scope and process of financing projects.
Article 42: Donors have the right to enquire about the usage and management of their donations and give their comments. When so inquired, the Foundation shall respond truthfully.
In any case that the Foundation violates a donation agreement, the donor has the right to demand performance of the agreement; otherwise, the donor can apply to the court to annul the agreement and withdraw the donation.
Article 43: This Foundation shall sign donation agreements with beneficiaries on the mode and amount of donations, as well as the usage.
The Foundation has a right to examine the use of donations. In any case that the beneficiary does not perform the agreement or violates the agreement in any way, the Foundation shall annul the agreement.
Article 44: This Foundation shall abide by the "Accounting Principles for NGOs", be subject to the supervision of audit and strengthen its internal auditing system, so as to ensure the legality, truthfulness, accuracy and completeness of all financial information.
The Foundation is subject to supervision of taxation and financial departments in accordance with the law.
Article 45: The Foundation shall employ professional accountants who shall not serve along with the cashier position. In case of reassigning an accountant, all handovers shall be complete before he/she leaves the job.
Article 46: The fiscal year is from January 1st to December 31st. The Board shall review the following areas before March 31st each year:
a) The working and financial report of the previous year,
b) The working plan and financial budget for this year,
c) Statement of assets (including a list of donors and the relevant documents) .
Article 47: Financial audits shall be conducted at the time of yearly check, a new session the Board, change of the legal person and liquidation.
Article 48: The Foundation is subject to yearly check of the registration authority in accordance with the Regulations for the Management of Foundations.
Article 49: After the yearly check, the Foundation shall release its annual report in the media designated by the registration authority and accept public supervision.
ChapterⅤ Dissolution of the Foundation and Disposal of Residuary Assets
Article 50: The Foundation shall be dissolved in the following cases:
a) It fulfills the mission stated in the constitution;
b) It fails to implement philanthropy activities in accordance with the mission of the constitution;
c) It is divided or merged.
Article 51: In case of dissolution, the Board shall obtain consent of the supervision authority within 15 days after the decision made; within 15 days thereafter, it shall apply dissolution to the registration authority.
Article 52: The Foundation shall set up a liquidation team to carry out the relevant work under the leadership of the registration and supervision authorities.
The Foundation shall apply to cancel its registration to the authority within 15 days after it completes the liquidation. The Foundation shall not carry out any activities other than liquidation.
Article 53: Under the instruction of the supervision and registration authorities, the Foundation shall use its residuary assets in environment friendly actions or projects.
In the case that the residuals cannot be handled through the above ways, the registration authority has the right to grant the assets to other non-profit organizations with the similar nature and mission of the Foundation and announce to the public.
Chapter Ⅵ Amendments to the Constitution
Article 54: The Foundation shall obtain consent from the supervision authority within 15 days after any amendment to the constitution is approved by the Board; thereafter, the Foundation shall report to the registration authority for approval.
Chapter Ⅶ Supplementary Articles
Article 55: The constitution has been approved since Feb.20th, 2006.
Article 56: The explanation of the constitution rests with the Board.
Article 57: This constitution is effective upon approval of the registration authority.
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