Article 1 This Foundation shall be known as “China Oceanic Development Foundation”, abbreviated as CODF(hereinafter referred to as “CODF”).
Article 2 CODF is a national public-raising organization, which raises fund from China as well as other countries and regions when CODF is granted the permission..
Article 3 The purpose of CODF is to mobilize social forces to understand and manage the ocean so as to comprehensively promote the construction of a maritime power.
Article 4 The amount of the original registered capital of CODF is RMB 25 million yuan, which is arranged by donations of relevant organizations and enterprises.
Article 5 CODF is registered in the Ministry of Civil Affairs of the People's Republic of China, and its department in charge is the Ministry of Natural Resources of the People’s Republic of China..
Article 6 The address of CODF is No. 33 Xidan Damucang Hutong, Xicheng District, Beijing.
Article 7 The functions and powers of CODF are as follows:
(1)to make grants to subsidize sea island remediation and restoration, marine ecological environmental protection projects;
(2) to make grants to subsidize introduction, training and education of marine talents;
(3) to make grants to subsidize technology R&D and technological innovation activities for marine development and utilization;
(4) to make grants to subsidize public services for marine disaster prevention and reduction as well as marine relief activities;
(5) to make grants to subsidize scientific and research activities in the polar and oceanic areas;
(6) to publicize marine knowledge and enhance public awareness of the ocean;
(7) to carry out research activities on major issues related to the ocean;
(8) to conduct research and international exchanges on issues of national maritime rights and to participate in marine rights maintenance activities;
(9) to be entrusted or designated by the government for various programs assisting and subsidizing ocean and other related undertakings;
(10) to carry out relevant marine cooperation and exchanges at home and abroad.
Article 8 The Board of Directors of CODF consists of 7-25 Directors. The tenure of the Directors shall be for five years. One may serve another term if he/she is reelected at the end of the tenure.
Article 9 The Directors shall have the following qualifications:
(1) to love the marine cause, recognize the purpose of CODF, care for and support the work of CODF and volunteer to serve CODF;
(2) to have a rich experience in arrangement, management or research work; good performance in the business field and enjoy certain social influence;
(3) to have a strong sense of public interest responsibility and be able to participate in the proceedings independently and objectively in accordance with the principles of fairness, impartiality and openness;
(4) to have a strong decision-making ability and interpersonal communication ability;
(5)to be in good health and capable of full time work and to be in full capacity for civil conduct.
Article 10 Appointment and Dismissal of the Directors
(1). The first term Directors are nominated by the supervisory body, major donors and sponsors, and are determined through consultation;
(2). In the process of general election, Candidates nominated by the supervisory body, major donors and sponsors organize a leadership group and elect the second term of Board of Directors.
(3). Dismissal and supplemental of Directors shall be decided by voting of the Board of Directors and approved by the supervisory body;
(4). People and his/her close relatives may not serve on the board of directors at the same time.
(5). Results of election and dismissal of the Directors shall be reported to the registration authority for records.
Article 11 Rights and Obligations of the Directors are:
(1)?to be entitled with the right of electing, being elected and voting;
(2)?to be entitled with the right of taking part in the activities held by CODF;
(3)?to be entitled with the right of criticizing, supervising and advising the daily work of CODF;
(4) to be entitled with the right of the access to the information and materials and the inquiry on the Board of Directors;
(5)?to abide by this Constitution and safeguard the lawful rights and interests of CODF;
(6)?to implement the resolutions of CODF;?
(7)?to accomplish the tasks given by CODF;
(8)?to make comments and propose advice to CODF;
(9)to discreetly exercise the rights granted by CODF so as to ensure that the behaviors are in accordance with national laws and Foundation’s regulations;
(10) to discreetly read the financial report and learn the management situations in time;
(11)To independently exercise official powers granted by law without manipulations by others; powers may not be delegated to others without the permission of the Constitution or the resolution of the Board of Directors
The confidential information concerning CODF obtained during the term of office shall not be disclosed without the consent of the Board, except as otherwise provided by laws and regulations.
Article 12 The Board of Directors is the decision-making body of CODF, which exercises the following responsibilities:
(1)?to draft and modify the Constitution of CODF;
(2)?to elect and dismiss the President, Deputy President and the Secretary-General;
(3)?to make decisions on annual plan for major events, including the raising, management and utilization of the fund;
(4)?to examine the annual budget and final accounts on revenue and expenditure;
(5)?to establish internal management system;
(6)?to establish executive offices, branches and representative offices;
(7)?to appoint principal officers of different departments nominated by the Secretary-General;
(8)?to listen to and evaluate the report of the Secretary-General and supervise the performance of the Secretary-General;
(9)?to make decisions on the division, merger or termination of CODF;
(10)?to make decisions on other important issues.
Article 13 The Board of Directors shall convene no less than two meetings annually. The President is responsible for convening and presiding over meetings.
A Board meeting shall be held at the request of one-third of the Board Directors. When the President is unable to convene the meeting, the Vice-President or the representative of the Directors who so proposed may convene the meeting.
The President or the meeting convener shall inform all the Directors and Supervisors of the meeting five days in advance.
Article 14 The meeting of the Board shall be held only when two-thirds of the Directors are present. A Board decision shall be deemed valid only when it is passed by half of number of the Directors present.
Resolutions on the following major issues shall be deemed valid only when they are voted upon and adopted by two-thirds of the Directors present:
(1).?amendment to this Constitution;
(2).?the election or dismissal of the President, Vice-President or the Sectary-General;
(3). activities of donation and investment
(4).?division or merger of CODF.
Article 15 Each Board meeting shall keep its minutes and filed in record. Where resolutions are made during the meeting, a meeting minutes shall be prepared that will be checked and signed by each Director present. Should the resolutions made by the Board violate laws, regulations or provisions of this Constitution that cause impairment to CODF, the Directors voting in favor of the resolutions shall be responsible for the consequences, whilst the Directors voting against the resolutions, as testified by the meeting minutes may be exempted from responsibility.
Article 16 CODF shall set up a Board of Supervisors, consisting several Supervisors. The President shall be selected among the Supervisors. The Supervisors as well as the President enjoy the same tenure as the Directors, eligible for another term.
Article 17 The Directors, their close relatives and accountant of CODF shall not assume the position of Supervisor.
Article 18 The appointment and dismissal of Supervisors
1.?Supervisors shall be appointed respectively by major donors and the supervisory body;
2.?Supervisors may be appointed by the registration authority when the latter deems it necessary;
3.?The change of Supervisors shall follow the same procedure as their appointment.
Article 19 Rights and obligations of the Supervisors are:
(1)?to examine the financial and accounting documents of CODF according to the procedure set forth in this Constitution, and monitor the observance by Board of Directors of laws and this Constitution；.
(2)?to attend Board meetings as observers, with the right to question or to advise the Board, and report to the registration authority, the supervisory body, and relevant taxation and accounting departments；.
(3)?to abide by the relevant laws, regulations and this Constitution, and exercise its functions faithfully.
Article 20 The number of Directors who obtain salaries from CODF shall not exceed one-third of the total. Supervisors and part-time Directors shall not obtain salaries from CODF.
Article 21 A Director shall not be associated with decision-making when his/her personal interest is interrelated with that of CODF. The Directors, Supervisors and their close relatives shall not do business with CODF.
Article 22 The Board of Directors shall set up the positions of President, Vice-President and Secretary-General. The first term President, Vice-President and Secretary-General shall be selected from the Board of Directors.
Article 23 The President, the Vice-President and the Secretary-General shall have the following qualifications:
(1)?have a great influence on Foundation business;
(2)?the maximum age of incumbent President, Vice-President and Secretary-General shall not exceed seventy.
(3)?to be in good health and capable of full time work;
(4)?to be in full capacity for civil conduct.
Article 24 Under any of the following circumstances, a person cannot sit as President, Vice-President, or Secretary-General of CODF:
(1)? He/she is an in-service civil servant；.
(2)? It is less than five years since he/she was punished of surveillance detention, or sentenced for a fixed-term imprisonment；.?
(3)? His/her political rights are for the time just being under deprivation or used to be deprived due to his/her criminal act；.
(4)? It is less than five years since a foundation has been cancelled of registration due to its illegal practice where he/she used to serve as the President, the Vice-President or the Secretary-General and should bear personal responsibilities thereof for it.
Article 25 Tenure of the President, the Vice-President and the Secretary-General shall be for five years. And they shall serve no more than two consecutive terms. Their tenure may be extended only in extraordinary cases when the extension has been ratified by the Board of Directors, and be examined by the supervisory body and approved by the registration authority.
Article 26 The President of the Board is CODF’s legal representative and shall not serve concurrently as legal representative of another organization.
The legal representative of CODF shall be a resident from mainland China.?
During the tenure, should it occur that the Regulations on the Administration of CODF or this Constitution are violated, the legal representative shall bear his/her relevant responsibilities. Should it that CODF suffers loss of property caused by breach of duty, the legal representative shall bear his/her personal responsibilities.
Article 27 The President of CODF shall exercise the following responsibilities:
(1)?to convene and preside over the board meetings;
(2)?to exercise the duties on behalf of the Board of Directors between sessions of the Board;
(3)?to supervise and urge the implementation of the resolutions adopted by the Board of Directors;
(4)?to examine and ratify the annual program of major events submitted by the Secretary-General for discussion by the Board;
(5)?to sign important documents on behalf of CODF;
(6)?to examine and ratify the annual reports on budget and final accounts of revenue and expenditure submitted by the Secretary-General.
The Vice-President shall assist the President in dealing with all the major duties under the leadership of the President, and preside over the board meetings whenever the President fails to do so.
The Secretary-General conducts work under the leadership of the President and the Vice-President, and exercises the following duties:
(1)?to submit a summary report on the annual work of CODF and make proposals on the main work of next year;
(2)?to take charge of the daily operations of CODF and the implementation of the resolutions adopted by the Board of Directors;
(3)?to submit to the Board of Directors proposals on major events of the Board for the current year;
(4)?to put forward plans for the raising, management and usage of funds;
(5)?to draft the in-house administrative rules of CODF and submit them to the Board of Directors for examination and approval;
(6)?to coordinate among different units and branches of CODF;
(7)?to propose employment and dismissal of candidate officers in charge of each unit of CODF, and submit the proposal to the Board of Directors for approval;
(8)?to put forth an annual report on budget and final accounts of revenue and expenditure;
(9)?to decide on the recruitment of full-time staff for each unit of CODF；.
(10)?to exercise other duties authorized by this Constitution and the Board of Directors.