Charter of Zhejiang China-Africa Economic& Cultural Exchange Center
Chapter one General principle
Principle one The official name of the organization is Zhejiang China-Africa Economic& Cultural Exchange Center, abbreviated to ZCAEC.
Principle two The organization consists of some enthusiastic representatives of businessmen who come from Zhejiang province and live and work in Africa for a long time, it is a social organization which is hold voluntarily and mainly makes use of non-state property and goes in for non-profit social services.
Principle four The administrative authority the organization has registered in is the Civil Affairs Department of Zhejiang Province and its business supervisor is Department of Commerce of Zhejiang Province.
Principle five The specific address of the organization is Room 705, Building No.1, Sunyard International Creative Center, No.1750 Jianghong Road, Binjiang District, Hangzhou City, Zhejiang Province, China.
Principle six If any rules in the regulation conflict with the national constitution and laws, the latter shall govern.
Chapter two Organizers, Startup Fund and Business Scope
Principle seven The organizers of the center are Li Jiading, Huang Zaisheng, Yuan Guochang, Zhang Yongqiao, Zheng Bin,Yin Chunxiang.
The organizers shall enjoy the following rights:
i) Manage the operating status and financial position of the organization;
ii) Recommend directors and supervisors;
iii) Enjoy the right of access to the meeting minutes of the council and the financial accounting reports of the center.
Principle eight The start-up capital of the organization: 200,000rmb; funder: Li Jiading; contribution of capital: 200,000rmb.
Principle nine Business scope of the unit
i) Introduce African customs, natural resources, economic development, investment environment, and other information through the network media.
ii) Assist the Party committee, governments and relevant departments in various activities of entering Africa.
iii) Provide comprehensive services for not only businessmen from Zhejiang Province into Africa but also helping African people station in Zhejiang and carrying out economy, trade, science and technology, education, culture, tour and exhibition activities.
Chapter three Organization Management System
Principle ten The unit sets up a council which members are Li Jiading, Yuan Guochang and Huang Zaisheng. The Council is the decision-making body of the unit.
The council members comprise the chairman, executive deputy chairman, deputy chairman and director. They are elected by the organizers (including funders), the workers' representatives (elected by all employees) as well as relevant units (business supervisor units).
Some special advisers and advisers can be invited.
Council members are elected every four years, and can be reappointed by reelection after expiration. .
Principle eleven The council exercises the power to make the decisions about the following matters:
i) The articles of association modification;
ii) Business activities planning;
iii) The annual financial budget and final accounts projects;
iv) Increase in start-up funding programs;
v) The division, merger or termination decisions of the unit;
vi) The appointment or dismissal of the chairman and its nomination as well as the appointment or dismissal of the deputy chairmen and financial officer of the unit;
vii) The removal or addition of the directors;
viii) The internal institutional settings;
ix) The formulation of internal management systems;
x) The wages of employees;
Principle twelve The council meeting shall be held twice a year, but when either of the following circumstances occurs, it shall be held in no time:
i) The chairman deems it necessary;
ii) More than 1/3 of the council members propose jointly.
Principle thirteen The council sets one chairman and 1 to 2 deputy chairmen. Chairman, deputy chairman are appointed or dismissed by a majority election from all council members.
Principle fourteen Vice chairman shall assist chairman to do the work, and the designated vice chairman on behalf of the chairman to exercise the functions and powers when chairman is unable to perform.
Principle fifteen All the council members shall be informed the concrete date, place and content of the meeting ten days in advance. In case council members who cannot attend the meeting are allowed to entrust to other director to be present in writing delegate, and the authorization letter shall state the scope of authority.
Principle sixteen The council meeting should be attended by more than 1/2 of the total members. And it adopts one-person one-vote system. Council resolutions can be passed only by over half votes from all directors.
Only with the agreement of over 2/3 of all members the following important resolutions are regarded as valid.
i) The modification of the regulation of the center.
ii) The division, merger or termination decisions of the unit.
Principle seventeen The council shall make meeting minutes. Any resolutions made in the meeting shall be recorded, which must be approved and signed by directors present. If the council resolutions violate laws, regulations or articles of association, and result in losses to the unit, all the directors involved in the resolution shall be responsible, but the ones who vote against and recorded in the minutes can be exempted from liability.
The council records shall be archived and kept by someone specified by the chairman.
Principle eighteen The president of the council exercises the following functions and powers.
i) Convene and preside over the meetings of the Council;
ii) Check the implementation situation of the resolutions of the Council;
iii) Other duties as prescribed by the laws, regulations and the Articles of Association of the units.
Principle nineteen The chairman is responsible for the council and exercises the following powers:
i) Presides over the daily work of the unit, and organizes the implementation of council resolutions;
ii) Organize and implement the unit’s annual business activity project;
iii) Draw up the unit’s internal agency setting program;
iv) Draw up the internal management system;
v) Propose the appointment or dismissal of the unit's deputy and financial administrator(s);
vi) Appoint or dismiss the principal(s) who in charge of the internal institution.
The chairman of the unit shall attend the council meetings.
Principle twenty Two supervisors are set in the council.
The tenure of the supervisor is identical with directors who can be reappointed through selection.
Principle twenty-one Supervisor is elected or changed among the organizers (including funders), the unit's employees or the staff recommended by units concerned. The employees of the board of supervisors are elected democratically from employees of the unit.
Chairmen and directors who in charge of the unit’s finance event shall not be allowed to hold the post of supervisor.
Principle twenty-two Board of supervisors or supervisors exercise the following functions and powers:
i) Check the financial status of the unit.
ii) Supervise the act of the chairmen and directors in violation of the laws, regulations or the articles of association of the unit;
iii) Require the chairmen and directors to correct their behaviors once they harm the interests of the unit.
Supervisors shall attend the meeting of the council.
Principle twenty-three Board of Supervisors meetings implement the one-person one-vote system. Board of Supervisors resolutions shall be valid only when they subject to a majority vote from all the supervisors.
Chapter four Legal Representative
Principle twenty-four The legal representative of the unit is Li Jiading.
Principle twenty-five He may not serve as the legal representative of the unit once any one of the following circumstance occurs:
i) No civil capacity or with limited capacity for civil conduct;
ii) In the process of the penalty or being executed criminal coercive measures;
iii) Being wanted for arrest by the police or state security organs;
iv) Be sentenced criminal penalty for committing a crime without going beyond three years, or be sentenced to deprivation of political rights because of crime, without going beyond five years;
v) As the legal representative of the private non-enterprise units whose registration has been revoked due to a violation of the law, and less than three years from the date on when the unit is deregistered;
vi) Non-Chinese mainland residents;
vii) Other circumstances that the laws and regulations declare he shall not act as a legal representative of the unit.
Chapter five Asset Management, Use Principles and Labor System
Principle twenty-six The unit's funding sources:
i) Start-up capital;
ii) The annual fee income of the council members;
iii) Government financial support;
iv) Income from the activities carried out within the scope of business;
v) Interest;
vi) Donations;
vii) Other legitimate income.
Principle twenty-seven The criteria of the annual fee: (RMB)
Chairman--150,000yuan, executive deputy chairman--100,000yuan, deputy chairman-- 50,000yuan and director or director units-- 20,000yuan.
Principle twenty-eight The funds must be used within the business scope and for the development that the regulation allows and the surplus shall not be shared.
Principle twenty-nine Implement the state accounting system, accounting in accordance with the law, establish a sound internal accounting supervision system to ensure that accounting information is legitimate, true, accurate and complete.
Accept the tax and accounting supervision by the tax and accounting department in charge according to law.
Principle thirty Equipped with qualified accounting personnel. Accounting shall not be appointed as cashier at the same time. Accountant to be transferred or leaving must perform handover procedures with the person who will take over.
Principle thirty-one Before changing the term of the office or replacing the legal representative, a financial audit must be conducted.
Principle thirty-two According to the provisions of the "Provisional Regulations on Administration of Registration of private non-enterprise units", the unit shall consciously accept the annual checks from the registration and administration authority.
Principle thirty-three The labor employment and social insurance system are implemented according to the relevant provisions of national laws, regulations and the Labor and Social Security Administrative Departments under the State Council.
Chapter six Modification of the Chater
Chapter thirty-four The modification of the regulation passed by the council meeting shall be reported to the business administrative department within fifteen days, after obtaining the permission it must be authorized by the registration and administration authority within 30 days which counted from the date that the modification is approved by the business administrative department.
Chapter seven Termination and Asset Disposal
Principle thirty-five The unit shall be terminated once any one of the following circumstances occurs:
i) The completion of the purpose proclaimed by the regulation;
ii) It is no longer possible to continue its activities in accordance with the purpose of the regulation.
iii) The occurrence of separation and incorporation situation;
iv) Voluntary dissolution
Principle thirty-six The termination of the unit should be reported to the business administrative department within 15 days after the council meeting votes and reaches an agreement.
Principle thirty-seven Before the unit transacts registration cancellation issue, it shall set up a liquidation organization to settle claims and debts, handle surplus property and complete liquidation issues under the guidance of the business administration authority as well as the relevant authorities.
The remaining property shall be dealt with in accordance with the provisions of relevant laws and regulations. Other irrelevant activities shall not be allowed during the period of liquidation.
The unit should manage registration cancellation issues within 15 days from the date the liquidation finished.
Principle thirty-eight The units shall be terminated since the date of cancellation of registration documents issued from the registration and administration authority.
Chapter eight Supplementary Provisions
Principle thirty-eight This regulation was passed by the council meeting on the day of March 6th, 2012.
Principle forty The interpretation right of this regulation belongs to the council.
Principle forty-one The regulation comes into force from the date it was approved by the registration and management authority
Zhejiang China-Africa Economic& Cultural Exchange Center
March 6th, 2012
