Constitution
Chapter I General rules
Item 1 Name of the unit: Modern Watercolor Art Academy of Heilongjiang Province.
Item 2 The nature of the unit: a social organization, mainly taking advantage of non-state-owned assets, held voluntarily, engaging in non-profit social service activities.
Item 3 Tenet of the unit: comply with the Constitution, laws, regulations and national policies, as well as social ethics, and research, inherit, exchange, develop and carry forward the traditional watercolor art of the motherland.
Item 4 The administrative organ for the unit to register: Department of Civil Affairs of Heilongjiang Province;
The business management organ of the unit: Culture Department of Heilongjiang Province.
Item 5 The address of the unit: No.103, Nantong Street, Nangang District, Harbin, Heilongjiang Province
Item 6 In case that the provisions in the constitution do not conform to laws, codes and regulations, the laws, codes and regulations prevail.
Chapter II Organizer, start-up financing and business scope
Item 7 The organizer of the unit is: Zhang Xiangde.
The organizer holds the following rights:
(1) Be aware of the state of operation and financial condition of the unit;
(2) Recommend directors and supervisors;
(3) Refer to the proceedings of council and financial report of the unit;
(4) Supervise various activities and affairs.
Item 8 Start-up financing of the unit: RMB30, 000Yuan; capital owner: Zhang Xiangde.
Item 9 The business scope of the unit: research, innovation of watercolor painting art, development of watercolor theory and academic research, at the same time, carrying through the international and domestic exchange of watercolor art and training the reserve force of watercolor painting.
Chapter III Organizational management system
Item 10 The unit has set up council with 7 members. The council is policy-making body of the unit, generated by election by organizer (including capital owner), painters’ representatives (elected by whole painters) and relevant units (the units in charge of business). Director of each term is three years, when the term expires, directors will be re-elected and permitted reappointment.
Item 11 The council will perform the right of making decisions for the following matters:
(1) Revision of constitution;
(2) Business activities plan;
(3) Yearly financial budget, final accounts plan;
(4) The plan for increasing startup financing;
(5) Division, incorporation and termination of the unit;
(6) Engage or dismiss the president of the unit and the deputy president and finance chief of the unit, engaged and dismissed by the president;
(7) Dismiss and supplement of directors;
(8) Setup of interior organ;
(9) Work out interior management system;
(10) Wage and pay of the employed.
Item 12 Council will convene 4 times of meetings each year, and the meeting will be convened in one of the following cases:
(1) When directors thought it necessary;
(2) When directors over 1/3 jointly suggest.
Item 13 Council sets up one director-general, two vice-director-generals, elected or removed by a majority of all members of the council.
Item 14 Vice director-generals assist with director-general in work. The vice director-general appointed by the latter will exercise the functions and powers on behalf of director-general, when he (she) fails to exercise them.
Item 15 Total directors should be informed of the time, address, contents and etc, 10 days before holding council meeting. In case that any director is unable to attend, it is permitted to entrust, in writing, other directors to attend the meeting on behalf of him (her), with the proxy indicated with the scope authorized.
Item 16 The Council meeting cannot be held unless there are directors over 1 / 2 or more to attend it. Council implements the system of one vote/person. The resolution made by the Council must be approved by a majority of the directors. The following important resolutions should subject to the directors over 2 / 3 or more, before putting into effect:
(1) Revision of constitution;
(2) Division, incorporation and termination of the unit.
Item 17 The Council meeting should produce meeting records. For those with resolutions formed, meeting minutes should be made on the spot for approval and signature of the directors attending the meeting. For the council resolution in violation of laws, rules or regulations, or having resulted in losses of the unit, the directors taking part in the resolution should be held accountable. The director(s) certified to reject in vote and recorded in minutes may be exempt from liabilities. The records of council meeting will be filed and kept by the personnel appointed by director-general.
Item 18 Director-general will exercise the powers as follows:
(1) Call in and preside over council meeting;
(2) check the implementation of the resolutions of the Council;
(3) The functions on laws, rules and the other regulations stated in the constitution of the unit.
Item 19 The president of the unit is responsible for the council and exercises the following powers:
(1) Presides over day-to-day work of the unit, organizes the implementation of the resolutions of the council;
(2) Organizes the implementation of yearly business plan of the unit;
(3) Sketches out the program of setting up organ within the unit;
(4) Works out internal management system;
(5) Submits to the deputy or financial head of the unit;
(6) Appoints or dismisses the person in charge of the organs inside the unit. The president of the unit should attend council meeting.
Item 20 There is a board of supervisors in the unit, with 3 members. The term of office of the supervisors is same as that of directors, when the term expires, supervisors will be re-elected and permitted reappointment.
Item 21 Supervisors are produced and replaced among organizers (including capital owners), the employed of the unit or the personnel recommended by other units. The representatives in the board of supervisors are democratically elected from the employed of the unit. It is not permitted for the directors, president and the person in charge of finance to act as supervisors.
Item 22 The board of supervisors or supervisors will exercise the following powers:
(1) Inspect the finance of the unit;
(2) Supervision of the directors and president in the unit for their behavior violating laws, regulations and the constitution of the unit;
(3) Require the directors and president of the unit to correct their behavior when the behavior damages the interests of the unit.
Item 23 The meeting of board of directors implements the system of one vote/person. The resolution made by the meeting of board of directors must be approved by a majority of the directors before putting into effect.
Chapter IV Legal representative
Item 24 The legal representative of the unit is director-general Zhang Xiang-de.
Item 25 The one having the following situations can not act as the legal representative:
(1) The one who has no civil disposition capacity or his civil disposition capacity is limited;
(2) The one being in execution of a punishment or of criminal coercive measure;
(3) The one wanted by public security organs or the national security organs;
(4) The one sentenced to penalty as a result of crime, or the one sentenced to deprivation of political rights as a result of crime but less than 5 years after maturity of executive period.
(5) The legal representative of private nonbusiness unit, with registration revoked as a result of violation of the law, less than 3 years from the date when the unit was deregistered;
(6) Non-residents of the mainland of China;
(7) The other cases which can not act as legal representative in accordance with law and regulations.
Chapter V Assets management, use principle and labor and employment system
Item 26 Funds source of unit:
(1) Startup financing;
(2) The income from the service activities in the scope of business;
(3) Donation;
(4) The other legal income.
Item 27 Funds must be used for the business scope stated in constitution and the development of the cause, no surplus can be used for dividends.
Item 28 It is a must to implement the accounting system stated by the country, carrying through accounting in accordance with the law, establishing and improving internal accounting control system to ensure the accounting data legitimate, accurate, true and complete, at the same time, accepting the tax and accounting supervision implemented by taxation and accounting competent departments according to laws.
Item 29 It is a must to be provided with professionally qualified accountants. No accountant can act as cashier. When accountants transfer work or quit, it is important to fulfill handover procedures with the personnel taking over the work.
Item 30 Financial audit should be done before term change and replacement of the legal representative of the unit.
Item 31 The unit consciously accepts annual inspection organized by Civil Affairs Department of Heilongjiang province, in accordance with the “Provisional regulations on registration and management of private nonbusiness units ".
Item 32 Labor, employment and social insurance system of the unit will be implemented in accordance with national laws, regulations and the relevant provisions from the labor security administration department of the state department.
Chapter VI Revision of constitution
Item 33 The revision of the constitution should be reported to the unit in charge of business for review and agreement in 15 days after passing through the vote of the council, before reporting to Civil Affairs Department of Heilongjiang province for approval, in 30 days after the date when reviewed and agreed by the unit in charge of business.
Chapter VII Termination and the handling of assets after termination
Item 34 The unit will be terminated in case of one of the following situations occurs:
(1) The tenet stipulated in the constitution is completed;
(2) Unable to go on carrying through activities according to the tenet stipulated in the constitution;
(3) When separation and merger occurs;
(4) Voluntary dissolution.
Item 35 Termination of the unit should be reported to the unit in charge of business for its review and agreement within 15 days after the vote of council.
Item 36 Before deregistration of the unit, it is a must to set up a liquidation organ to settle claims and debts, deal with the remaining property, complete liquidation work under the guidance of registration management organ, the unit in charge of business and appropriate bodies. The remaining property should be treated in accordance with the provisions in relevant laws and codes. During liquidation period, no any activities other than liquidation will be taken. The unit, in 15 days after completion of liquidation, will transact cancellation of registration in Civil Affairs Department of Heilongjiang province.
Item 37 The unit will be terminated from the date when the certificate for registration of withdrawal is issued by registration management department.
Chapter VIII Supplementary articles
Item 38 The constitution has been passed through by vote on June 10, 2008.
Item 39 The council holds the right of interpretation of the constitution.
Item 40 The constitution becomes effective from the date when it is approved by registration management department. |
