Charter of CGCF

Charter of China Green Carbon Foundation

Chapter I General

Article 1 The official name of the Foundation is "China Green Carbon Foundation".

Article 2 The Foundation is a public offering fund. The geographical scope of the public offering is China and the countries and regions in which the financing and donation of the Foundation is permitted.

Article3 Objectives of the Foundation: to promote afforestation, forest management, deforestation reduction and other related carbon sink increasing and emission reduction activities in response to climate change; to popularize related knowledge and raise the public awareness of and ability to address climate change; and to support and improve China's forest ecological compensation mechanism.

Article 4 The endowment funds of the Foundation total RMB fifty million, which was donated by China National Petroleum Corporation.

Article 5 The Foundation is registered and managed by the Chinese Ministry of Civil Affairs, and the competent authority is the State Forestry Administration.

Article 6 Address of the Foundation: No. 12 Hepingli Dongjie, Dongcheng District, Beijing.

Chapter II Scope of Business

Article 7 The Foundation’s scope of business is:

  1. to support all sectors of the society to actively participate in afforestation, forest management, wetland desertification control, energy forest base construction, and wetland and biodiversity conservation activities in response to climate change;

  2. to support memorial forest, forest management, green space claim and maintenance and other activities for the purpose of accumulation of carbon sink;

  3. to support and strengthen the protection of forests and woodlands, reduce carbon emissions caused by unreasonable use of land;

  4. to support science and technology research, education and training for the purpose of public welfare, carbon sink increasing and emission reduction;

  5. to support carbon sink metering, monitoring and establishment of related standards;

  6. to publicize the function and role of forests in coping with climate change, and to enhance the public awareness of ecological environment and climate protection;

  7. to support domestic and foreign cooperation and exchanges in terms of addressing climate change by means of forests;

  8. to carry out other social activities in line with the purpose of the Foundation.

Chapter III Organization and Structure

Article 8 The Board of the Foundation is composed of 13 to 25 directors.

The Foundation’s directors enjoy a term of office of five year, with the right to be re-elected.

Article 9 Qualifications for the Board directors:

  1. A strong sense of ecological environment protection, and are committed to making contributions to China’s forestry to tackle climate change;

  2. Work hard and earnestly, and are willing to strive for the development of the Foundation;

  3. Possess a considerable social influence, integrity and good health.

Article 10 Election and Dissolution of the Board directors:

  1. The first board of directors are nominated and determined by the competent authority, main donors and sponsors through consultation;

  2. For the reelection of the Board, the competent authority, the Board and main donors co-nominate candidates of directors and organize a reelection group to work out a list of new directors;

  3. Dismissal and reelection of directors shall be approved by the Board and the competent authority;

  4. The results of elections shall be reported to the registration and management authority for filing;

  5. Close relatives may not serve in the Board.

Article 11 Rights and Responsibilities of Board directors

  1. Attend the Board meetings, and exercise the right to vote, to be voted and the voting rights;

  2. Supervise the management and use of funds and property of the Foundation;

  3. Valuate, discuss, criticize, comment and advice on the work of the Foundation.

  4. Abide by the charter of the Foundation, attend the Board meetings and execute the Board's resolutions;

  5. Raise money for the Foundation, and develop related business work;

  6. Take an active part in the important activities organized by the Foundation.

Article 12 The policy making authority of the Foundation rests with the Board. The Board shall exercise the following functions and powers:

  1. Enact and amend the Charter;

  2. Elect and dismiss the Board Chairman, Vice Chairmen and Secretary-Generals;

  3. Decide on major business plans, including the raising, management and use of funds;

  4. Create an annual budget of income and expenses, examine and approve the final accounts;

  5. Develop an internal management system;

  6. Make the decision to set up offices, branches and representative offices;

  7. Decide on the appointment of Vice Secretary-General nominated by the Secretary-General and heads of various departments;

  8. Review the report of the Secretary General on his/her work and evaluate his/her performance;

  9. Determine the Foundation's division, merger or termination;

  10. Make decisions on other major issues.

Article 13 The Board shall have at least two meetings per year. The meetings shall be convened and chaired by the Board Chairman who otherwise can authorize a Deputy.

When requested by 1/3 or more of the Board directors, a Board meeting shall be convened. If the Chairperson cannot convene such a meeting, the directors may elect someone else to do so.

Board meeting notices shall reach all directors and supervisors at least five days in advance.

Article 14 Board meeting attendance requires a quorum of 2/3 of the directors. Decisions are valid if approved by half of the directors present.

However, approval of 2/3 of all directors is required on the following issues:

  1. Amendment to the Charter;

  2. Election and dismissal of the Board Chairman, Vice Chairmen and Secretary-Generals;

  3. Major fund raising and investment activities prescribed by the Foundation;

  4. Establishment, merger or dissolution of the Foundation.

Article 15 Minutes of Board meetings shall be taken and directors can request his/her views be

recorded in detail in the minutes. All resolutions shall be recorded and approved and signed by the directors. If the Board makes any decisions in violation of laws, regulations or procedures stipulated in this Charter that result in financial loss for the Foundation, the directors that take part in the decision making must bear responsibility for any related financial loss, except when the director was against the decision and had this recorded in the minutes.

Article 16 The Board has two Supervisors whose term is the same as the Board Directors and who can be re-elected.

Article 17 Board directors, their close family members and the Foundation’s financial staff cannot serve as Supervisors.

Article 18 Appointment and Dismissal of Supervisors:

  1. Supervisors are appointed by major donors and the competent authority of the Foundation;

  2. To be appointed by the registration and management authority as required by work;

  3. Procedures for naming a new supervisor are the same as for appointment.

Article 19 Rights and Responsibilities of Supervisors:

Supervisors shall review the Foundation’s financial and accounting information to ensure it is in accordance with the provisions of the Charter and ensure that the Board follows the law and the Charter.

Supervisors shall sit in on Board meetings, raise questions and make recommendations to the Board; and report to the registration and management authority, competent authority, tax authority and accounting authority.

Supervisors shall abide by relevant laws and regulations and the Charter of the Foundation, and faithfully perform their duties.

Article 20 No more than 1/3 of Board directors shall receive stipends from the Foundation. Supervisors and Board directors who are not full-time Foundation staff shall not receive remuneration.

Article 21 Board directors shall not take part in making of any decision where there is a conflict between personal interests and the Foundation's interests. There shall be no trading of interests between the Foundation and Board directors, Supervisors or their immediate family.

Article 22 The Board has a Chairman, Vice Chairmen and Secretary-Generals who are elected from the Board directors.

Article 23 Qualifications for the Chairman, Vice Chairmen and the Secretary-Generals:

  1. Have an impact in the business area;

  2. Be under 70 years old, and the Secretary-General shall be a full-time position;

  3. Be physically healthy and able to work independently;

  4. Possess full capacity for civil conduct;

  5. The first Board Chairman is not restricted by the above Clause (2) in terms of age.

Article 24 The following people cannot be Chairman, Vice Chairman or Secretary-General:

  1. Active civil servants;

  2. Those who have been put under public surveillance, detained or imprisoned within five years of the end of that sentence;

  3. Those who are currently or have formerly been under sentence of having their political rights removed;

  4. Those who have served in such posts and had legal culpability at other foundations that were closed down for illegal activities within five years of the closure of the said foundation.

Article 25 Residents of Hong Kong, Macau or Taiwan, or foreign nationals serving as Chairman or Secretary-General of the Board must reside in mainland China for at least three months every year.

Article 26 Term of office of the Chairman, Vice Chairman, and Secretory-General is five years and shall not be extended to more than two terms. Overextended reelection due to special circumstances shall be approved by the Board through special procedure, and the result shall be reported to the competent authority for review and approval.

Article 27 The Chairman is the Foundation’s legal person and cannot be the legal person of any other organization.

The Foundation’s legal person shall be a legal resident of mainland China.

If the Foundation acts in ways that go beyond the Regulations for the Management of Foundations and the Charter of the Foundation during the tenure of the legal person, the legal person shall bear the relevant responsibility. If the legal person acts in ways that go beyond the limits of or fail to perform duties, and results in financial losses to the Foundation, the legal person must bear individual responsibility for any related financial loss.

Article 28 The Chairman shall exercise the following functions and powers:

  1. Convene and chair the Board meeting;

  2. Oversee the implementation of the decisions made by the Board;

  3. Sign important documents on behalf of the Foundation;

  4. Nominate the candidates of honorary positions for resolution by the Board.

Vice Chairmen and the Secretary-General of the Foundation work under the leadership of the Chairman. Secretary General shall exercise the following functions and powers:

  1. Chair the daily work, and organize the implementation of the Board's resolutions;

  2. Organize the implementation of the annual public charity programs of the Foundation;

  3. Organize the preparation of plans of raising, management and use of funds;

  4. Organize the development of the Foundation's internal management rules and regulations;

  5. Coordinate work among various departments;

  6. Propose the appointment or dismissal of Vice Secretary-General for resolution by the Board;

  7. Propose the appointment or dismissal of the main department heads for resolution by the Board;

  8. Decide on the appointment or dismissal of full-time staff;

  9. Other functions and powers entrusted by the Charter and the Board.

Chapter IV Management and Use of Property

Article 29 The Foundation is a public fund raising foundation. Its sources of income include:

  1. Donations from individuals, legal representatives, and other organizations;

  2. Funds raised from the public;

  3. Government subsidies;

  4. Funds appreciation and return on investment allowed by national laws and policies;

  5. Other legitimate income.

Article 30 The Foundation shall observe laws and regulations, the Charter, and legitimate business scope in conducting fund raising or receiving donations.

Article 31 In carrying out fund raising, the Foundation shall announce to the public any proposed charity projects and detailed plans for the use of funds. Major fund raising activities shall be

reported to the competent authority and registration and management authority for filing. The Foundation shall not raise funds by means of apportion or apportion in a disguised form.

Article 32 The assets and income of the Foundation are protected by law and cannot be misused or appropriated by any organization or individual.

Article 33 The Foundation shall use funds based on the principles stated in the Foundation's Charter and the business scope of charity activities. If donation contracts have specified the use of funds, then these contracts shall be observed.

If donated items cannot be used for any purpose conforming to the objective of the Foundation, they shall be auctioned or sold and all proceeds shall go towards the donation.

Article 34 The Foundation funds are mainly used for:

  1. Cost of business activities;

  2. Management cost;

  3. Cost of raising funds;

  4. Value maintenance and appreciation of assets;

  5. Other expenses decided by the Board.

Article 35 Major fund-raising activities of the Foundation include:

  1. Fund raising activities that require approval as specified by the government;

  2. Fund raising activities enjoying an estimated amount of over RMB 5 million;

  3. Overseas fund-raising activities.

Major investment activities include:

  1. Annual investment plan;

  2. Investment values over RMB 5 million.

Article 36 The Foundation shall achieve value maintenance and appreciation of funds according to the principle of legality, safety and effectiveness.

Article 37 No less than 70% of income from the previous year shall be used for charitable activities in the subsequent year.

No less than 10% of total expenditures shall be used for staff salaries and benefits, and administrative expense.

Article38 The Foundation shall openly and clearly announce to the public about the nature, application process and review process of all new charity projects.

Article 39 All donors have the right to enquire about the management and use of their money donated, and give comments and suggestions. The Foundation shall promptly give truthful answers to donors.

In such cases as the Foundation violates a donation agreement, the donor can request the Foundation to abide by the agreement or apply to the court to have the agreement annulled.

Article 40 The Foundation can sign an agreement with the beneficiary of the donation on the mode and amount of donation, and the use of the funds.

The Foundation has a right to monitor the use of donations. In the case the beneficiary does not use the funds as specified in the agreement or violates the agreement in other ways, the Foundation is entitled to have the agreement annulled.

Article 41 The Foundation shall implement the national unified accounting system and conduct the financial accounting in accordance with laws; establish an internal accounting supervision system to ensure a legitimate, true, accurate and complete accounting information.

The Foundation accepts the tax and accounting supervision by competent authorities in

accordance with law.

Article 42 The Foundation shall have professional accounting staff, and the accounting personnel must not serve as cashier personnel. In the case of a change in accounting staff, all handovers shall be complete before the person leaves his/her office.

Article 43 The fiscal year of the Foundation lasts from January 1 to December 31. The Board shall review the following items before March 31 each year:

  1. Business and financial report of the previous year;

  2. Business plan and financial budget for this year;

  3. Detailed list of property, including list of donors for the current year and relevant information.

Article 44 A financial audit shall be conducted at the following time periods: yearly review, change of board, change of legal person and liquidation.

Article 45 The Foundation accepts the annual review by the competent authority as specified in the Regulations for the Management of Foundations.

Article 46 After the annual review, the Foundation shall publish its annual review report and annual work plan in designated media spots for general public review.

Chapter V Dissolution of the Foundation and Disposal of Remaining Assets

Article 47 The Foundation shall be dissolved in the following cases:

  1. It fulfills the mission specified in the Charter;

  2. It fails to discharge the mission of the Charter to implement charity activities;

  3. It is divided or merged;

  4. Dissolved due to other reasons.

Article 48 In the case of dissolution, the Board shall seek the approval of the competent authority within 15 days upon the decision to dissolve the Foundation. Application for de-registration shall be made with the registration and management authority within 15 days upon receiving approval from the competent authority.

Article 49 The Foundation, under the instruction of the registration and management authority and competent authority, shall set up a clearing unit and complete the liquidation.

The Foundation shall cancel its registration at the registration and management authority within 15 days upon the completion of the liquidation; and shall not carry out any activities other than liquidation in the period of liquidation.

Article 50 The Foundation, under the instruction of the registration and management authority and competent authority, shall use any remaining assets for activities related to its mission:

  1. Donate to the national key ecological construction projects or local carbon sink afforestation projects according to the business scope specified in the objective;

  2. Transfer to the public welfare activities that in line with the mission of the Foundation via the competent authority.

Items that cannot be handled according to the above principles shall be donated by the registration and management authority to the public service organizations of similar nature and mission to the Foundation, and then announce to the public.

Chapter VI Amendments to the Charter

Article 51 The Board shall seek approval from the competent authority within 15 days upon making a decision about any amendment to the Charter; and then report to registration and management authority for approval.

Chapter VII By-laws

Article 52 The Charter has been adopted on July 9, 2010.

Article 53 The power of interpretation of the Charter shall be vested in the Board.

Article 54 The Charter is effective upon the approval of the registration and management authority.




Organized by China Green Carbon Foundation  

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