League Charter
Zhongguancun Integrated Circuit Materials Industry Technology Innovation Alliance
Articles of Association (Draft)
Chapter 1 General Provisions
Article 1: The name of this social organization is the Zhongguancun Integrated Circuit Materials Industry Technology Innovation Alliance. It is a non-profit social organization established based on the common aspirations of its members, with the purpose of public welfare or the common interests of its members.
Article 2: This social organization upholds the comprehensive leadership of the Communist Party of China, implements the Party’s guidelines and policies, establishes Party organizations in accordance with the provisions of the Constitution of the Communist Party of China and other internal Party regulations, conducts Party activities, promotes and enforces the Party’s lines, principles, and policies, leads mass organizations such as trade unions, the Communist Youth League, and the All-China Women's Federation, educates and manages Party members, guides and serves the masses, and promotes the development of the cause.
Article 3: This social organization shall abide by the Constitution, laws, regulations, and national policies; practice the core socialist values; promote the spirit of patriotism; uphold social ethics and customs; and carry out its activities in accordance with its approved articles of association and scope of business.
Article 4: This social organization adheres to the principles of self-governance in accordance with the law, standardized management, independent development, and integrity and self-discipline. It proactively serves the nation, society, the public, and the industry, earnestly fulfills its responsibilities as a legal entity, and achieves high-quality development of its own.
Article 5: The purpose of this social organization is to abide by the Constitution, laws, regulations, and national policies; practice the core socialist values; uphold social ethics and customs; adhere strictly to its public-interest mission; actively fulfill social responsibilities; consciously strengthen integrity and self-discipline; act with honesty and trustworthiness; pursue standardized development; and enhance societal credibility. Its leaders shall comply with laws and regulations, perform their duties diligently and responsibly, and maintain a good personal and social credit standing. The organization shall implement the nation’s medium- and long-term science and technology development plans, accelerate the industrialization of scientific and technological achievements, achieve localized supply of materials used in integrated circuit manufacturing in China, and promote the construction and development of the Zhongguancun National Independent Innovation Demonstration Zone. It shall continuously enhance its independent innovation capabilities, support technological innovation in China’s integrated circuits, and contribute to the global advancement of integrated circuit materials technology.
Article 6: The scope of business of this social organization includes: conducting academic research, academic exchanges, consulting and training, conferences and exhibitions, supporting the commercialization of research findings, undertaking commissioned projects, and engaging in international exchanges in the field of integrated circuit materials and components.
Matters within the scope of business that, according to laws and regulations, require approval shall be carried out only after obtaining such approval in accordance with the law.
The members of this social organization are distributed across and conduct activities throughout the entire country.
Article 7: The registration and administrative authority for this social organization is the Beijing Municipal Civil Affairs Bureau. Its business guidance authorities are the Beijing Municipal Science and Technology Commission and the Management Committee of the Zhongguancun Science and Technology Park. The organization responsible for Party building work is the Fourth Joint Committee of Communist Party of China Members in Zhongguancun Social Organizations, Beijing Municipality. This social organization shall accept business guidance and supervisory management from the registration and administrative authority, the business guidance authorities, the Party building organization, the industry regulatory authorities, and relevant functional departments.
Chapter Two: Members
Article 8: The members of this social organization shall be organizational members.
Those who uphold the articles of association of this social organization, express a willingness to join, and have demonstrated a certain level of influence within the organization’s field of activity (discipline or specialty) may voluntarily apply to join. This social organization does not compel, nor indirectly compel, citizens, legal entities, or other organizations to join.
Each unit member shall appoint one representative to exercise the member’s rights and fulfill the member’s obligations on behalf of its unit. If a unit member changes its representative, it must report the change to the Board of Directors for record.
Article 9: Membership Application Procedure:
(1) Submit an application for membership;
(2) Corporate members must submit copies of their legal person registration certificate or organizational institution certificate, a letter of authorization, and other relevant supporting documents. Representatives of corporate members must submit a copy of their identification card.
(3) Approved by the Board of Directors;
(4) The membership cards shall be issued and announced by the Board of Directors.
Article 10: Members shall enjoy the following rights:
(1) The right to participate in the activities and meetings of this social organization;
(2) The right to be informed about, the right to make suggestions on, and the right to supervise the work of this social organization;
(3) To exercise the right to vote and the right to be elected;
(4) Priority access to the services provided by this social organization;
(5) The right to decide on withdrawal from this social organization.
Article 11: Members shall fulfill the following obligations:
(1) Comply with the articles of association and various regulations of this social organization;
(2) Implement the resolutions of this social organization;
(3) Pay membership fees as required;
(4) Safeguard the legitimate rights and interests of this social organization;
(5) Report situations to this social organization and provide relevant materials.
Article 12: If a member violates any laws, regulations, or these Articles of Association, the Board of Directors, upon voting and approval, may impose the following disciplinary measures depending on the circumstances:
(1) Warning;
(2) Public criticism;
(3) Suspend the exercise of membership rights;
(4) Expulsion.
Article 13: Members wishing to withdraw from this social organization shall notify the Board of Directors in writing and return their membership card or membership bronze badge.
Article 14: Members shall automatically lose their membership if any of the following circumstances apply:
(1) Failure to pay membership fees as required for two consecutive years;
(2) Failing to participate in the activities of this social organization as required for two consecutive years;
(3) No longer meets membership requirements;
(4) Loss of civil capacity;
(5) Deprived of political rights.
Article 15: If a member withdraws from the association, is expelled, or automatically loses membership status, the member’s corresponding positions, rights, and obligations within the social organization shall terminate automatically. Such termination shall be announced to the members within ten days after confirmation by the Board of Directors.
If a member objects to the automatic loss of membership or expulsion, they may file an appeal with the Board of Directors within thirty days from the date of the decision. The appeal will be reviewed by the Board of Directors, and during the appeal and review period, the validity of the original decision shall not be affected.
Article 16: This social organization shall maintain a membership register and accurately record members’ information. In the event of any changes in members’ status, the membership register shall be updated promptly and members shall be notified accordingly. This social organization is responsible for properly preserving members’ files.
Chapter 3: Organizational Structure
Section 1: Members’ General Meeting
Article 17: The Members’ General Meeting is the highest authority of this social organization. Its powers are:
(1) Formulating and amending the articles of association;
(2) To review the Board of Directors’ work report and financial report;
(3) To review the work report of the Supervisory Board;
(4) Discuss and decide on major matters concerning this social organization;
(5) Electing and removing directors and supervisors;
(6) Decide on the establishment and termination of honorary positions and institutional entities;
(7) Formulating and amending membership fee standards;
(8) Amend or revoke inappropriate decisions made by the Board of Directors and the Supervisory Board;
(9) Decide on changes to the social organization’s name, scope of business, operating funds, and supervisory authority.
(10) Deciding on termination matters.
The powers of the general membership meeting may not be delegated to the board of directors or any other organization or individual for exercise, unless otherwise provided by laws, regulations, or these articles of association.
Article 18: The term of each members’ general meeting is five years. In special circumstances requiring an earlier or later election, the decision must be approved by a vote of the board of directors and submitted to the registration and administration authority for approval. The maximum extension or early termination of the term shall not exceed one year.
Article 19: The Members’ General Meeting shall be held at least once a year. If proposed by the Board of Directors or by more than one-fifth of the members of this social organization, the Members’ General Meeting shall be convened. Prior to convening the Members’ General Meeting, members shall be notified of the meeting agenda at least fifteen days in advance.
The general meeting of members shall adopt on-site voting.
The general meeting of members shall be chaired by the chairman of the board. If the chairman of the board is unable or unwilling to chair the meeting, one person nominated by the board of directors or by more than one-fifth of the members shall preside over the meeting.
Article 20: The Members’ General Meeting may be convened only if more than two-thirds of the members are present. Resolutions passed by the meeting shall become effective only if approved by a vote of more than two-thirds of the members present. Elections and removal of directors and supervisors, as well as the formulation and amendment of membership fees, shall be decided by secret ballot.
The general meeting of members shall be attended by the members themselves. If a member is unable to attend for valid reasons, the representative of a corporate member may, in writing, authorize personnel from the same organization or other members to attend the meeting on their behalf. The authorized representative must present a power of attorney and exercise voting rights within the scope of the authorization. Each member may accept only one such authorization.
Section 2: The Board of Directors
Article 21: The Board of Directors is the executive body of the General Assembly. It leads the work of this social organization during the intervals between General Assembly sessions and is accountable to the General Assembly.
The number of directors shall be at least seven and, in principle, no more than 100, and shall not exceed one-third of the members or member representatives.
Article 22: Directors shall meet the following conditions:
(1) Uphold the Party’s guidelines, principles, and policies, and comply with national laws and regulations;
(2) Comply with the articles of association and various regulations of this social organization;
(3) Has significant influence and a good reputation within this business field;
(4) Possess full civil capacity and be capable of performing the duties of a director;
(5) No adverse credit record;
(6) Has never been subjected to a criminal penalty involving deprivation of political rights.
Article 23: The members of the first board of directors shall be jointly nominated through consultation between the initiators and the members who applied for the establishment of the organization. After obtaining approval from the registration and administration authority, they shall be elected by the general membership meeting.
Before the change of terms, nominees for directors are proposed by the Board of Directors or the Committee for the Change-of-Terms Election, submitted for approval to the registration and administration authority, and then elected by the General Assembly of Members.
During the recess of the General Assembly, with authorization from the General Assembly, the Board of Directors may supplement or remove directors mid-term, provided that the number of such additions or removals shall not exceed one-fifth of the original total number of directors.
Article 24: Each member organization shall appoint one director to represent the organization and fulfill its duties. If a member organization adjusts its director, it shall notify the Board of Directors in writing.
Article 25: Directors shall enjoy the following rights:
(1) To exercise the voting rights and electoral rights of the Board of Directors, and to be eligible for election;
(2) The right to be informed about, the right to make suggestions on, and the right to supervise the work, financial status, and major matters of this social organization;
(3) Participate in the formulation of internal management systems and offer suggestions and advice.
(4) The right to propose to the Chairperson or the Board of Directors the convening of an ad hoc meeting;
(5) Participate in reviewing and deciding on the internal operations of the organization, changes to its affairs, annual reports, and other related matters.
Article 26: Directors shall fulfill the following obligations:
(1) Comply with the provisions of laws, regulations, and these Articles of Association, and exercise the lawful powers entrusted to you diligently, prudently, and independently.
(2) Attend board meetings and implement board resolutions;
(3) Do not use the powers and responsibilities of a director to seek improper benefits, nor engage in activities that harm the legitimate interests of this social organization or undermine the fair competition order of the industry.
(4) Confidential information obtained during the term of office concerning this social organization shall not be disclosed, unless otherwise provided by laws and regulations.
(5) Accept the lawful supervision and reasonable suggestions of the supervisory board.
Article 27: The powers of the Board of Directors are:
(1) Implement the resolutions of the Members’ General Meeting;
(2) Electing and removing the Chairperson, Vice-Chairpersons, and Secretary-General; and reviewing matters related to changes in the legal representative.
(3) Decide on candidates for honorary positions;
(4) Prepare for and convene the general membership meeting, be responsible for the election of new officers, review all meeting materials, and nominate proposed candidates for directors, supervisors, and key personnel.
(5) Report on work and financial status to the Members’ General Meeting;
(6) Decide on the admission and expulsion of members;
(7) Decide on the establishment, modification, and termination of branch offices, representative offices, liaison offices, and other affiliated institutions; submit proposals for the establishment, modification, and termination of physical entities for consideration by the Members’ General Meeting.
(8) Appoint the Deputy Secretary-General and the heads of various subordinate institutions;
(9) Lead the work of all subordinate institutions, review their work reports, and amend or revoke any decisions they have made.
(10) To review the annual work report and work plan;
(11) To review the annual financial budget and final accounts;
(12) Review the management system;
(13) Decide on the assessment and remuneration management measures for the leaders and staff of this social organization;
(14) Decide on matters of amendment and report them to the Members’ Assembly and announce them to the members;
(15) Handle members’ complaints, accept the supervisory board’s recommendations on addressing relevant issues, formulate corrective measures, and submit to oversight.
(16) Decide on the use of large-sum funds by this social organization;
(17) Decide on other major matters.
Article 28: The term of the Board of Directors is the same as that of the General Assembly, and both are renewed concurrently with the General Assembly.
Article 29: The Board of Directors shall hold at least one meeting each year. Prior to convening a Board meeting, the agenda for the meeting shall be notified to all directors seven days in advance.
The council may convene only if more than two-thirds of its directors are present, and its resolutions shall become effective only upon approval by a vote of more than two-thirds of the directors present.
The board meeting shall be convened and chaired by the chairman of the board. A board meeting shall be held upon the proposal of the chairman of the board or of more than one-fifth of the directors. If the chairman of the board is unable or unwilling to chair the board meeting, the person who proposed the convening of the meeting shall nominate a responsible person from this social organization to preside over the meeting.
The board meeting shall be attended by the directors themselves. If a director is unable to attend for valid reasons, the representative of the organizational member may delegate another member of their organization or another director to attend the meeting on their behalf. The delegate must present a letter of authorization and exercise voting rights within the scope of the authorization. Each director may accept only one delegation.
Article 30: The Board of Directors shall generally hold its meetings in person. In special circumstances, it may hold meetings by means of remote communication. The election and removal of the Chairman, Vice-Chairman, and Secretary-General shall be conducted at in-person meetings and approved by secret ballot.
Section 3: Person in Charge
Article 31: The leaders of this social organization include the Chairperson, Vice Chairpersons, Secretary-General, and Supervisor. Specifically, there is one Chairperson, several Vice Chairpersons, one Secretary-General, and one Supervisor. The total number of leaders (excluding the Supervisor) shall not exceed one-third of the total number of directors.
The person in charge shall meet the following conditions:
(1) Uphold the leadership of the Communist Party of China, support the system of socialism with Chinese characteristics, and firmly implement the Party’s guidelines, principles, and policies, possessing sound political qualities.
(2) Comply with laws and regulations and maintain a good personal social credit record;
(3) Possess the relevant professional knowledge, experience, and capabilities, and have significant influence in the business field of this social organization.
(4) Possess full civil capacity and be in good health;
(5) Able to faithfully and diligently perform duties and safeguard the legitimate rights and interests of this social organization and its members;
(6) Other circumstances prohibited by laws, regulations, or relevant national provisions from holding office.
The chairperson and the secretary-general shall not be held by the same person. The secretary-general shall hold a full-time position.
Article 32: The term of office for the head of this social organization shall be the same as the term of office for the board of directors. In general, the same individual shall not serve in the same position within this social organization for more than two consecutive terms, and the maximum age for holding office shall not exceed 70 years. Furthermore, there shall be no close familial relationships among the heads of the organization.
The term of office for the appointed Secretary-General is not subject to any limit, and they may be reappointed without going through a democratic election process.
Article 33: The Secretary-General shall serve as the legal representative of this social organization.
The appointed Secretary-General may not serve as the legal representative of this social organization.
The legal representative signs important documents on behalf of this social organization.
The legal representative of this social organization shall not concurrently serve as the legal representative of any other social organization.
Article 34: When the legal representative leaves office, this social organization shall, within twenty days after the departure, apply to the registration and administration authority for a change of registration. If the former legal representative refuses to cooperate with the application for change of registration, this social organization may, based on a valid resolution of the board of directors approving the change, have the new legal representative sign the application and submit it to the registration and administration authority for the change of registration.
Article 35: The Chairperson of the Board of Directors shall perform the following duties:
(1) Chair the general membership meeting, and convene and preside over the board of directors;
(2) To examine the implementation of resolutions passed by the General Assembly and the Board of Directors;
(3) Report work to the General Assembly and the Board of Directors, and submit an annual report to the Board of Directors.
When the chairperson is unable to perform their duties, a vice chairperson or secretary-general nominated by the chairperson or elected by the board of directors shall assume those duties in their stead.
Article 36: The Vice Chairperson and the Secretary-General shall assist the Chairperson in carrying out their duties.
The Vice Chairman shall perform the following duties:
(1) Assist the Chairperson in carrying out their duties;
(2) Attend the Board of Directors meetings and the General Assembly of Members;
(3) Handle other daily tasks.
The Secretary-General shall perform the following duties:
(1) Coordinate the work carried out by various agencies;
(2) Oversee the daily operations of the implementing agency;
(3) Attend (or observe) the Board of Directors and the General Assembly of Members;
(4) Handle other daily tasks.
Section 4: The Supervisory Board
Article 37: This social organization shall establish a Supervisory Committee. The supervisors shall be elected by the Members’ General Meeting through secret ballot from among the members. The term of office for supervisors is the same as that of the directors; upon expiration of their term, they may be re-elected. Any resignation shall follow the procedures used for their election. The Supervisory Committee shall consist of three supervisors, and one chairperson of the Supervisory Committee shall be appointed by the Committee itself through nomination. The Supervisory Committee is the supervisory body of this social organization and is accountable to the Members’ General Meeting.
The chairperson, vice-chairpersons, secretary-general, directors, and financial management personnel of this social organization may not concurrently serve as supervisors.
This social organization accepts and supports the supervision and guidance of the appointed supervisor.
Article 38: The powers and functions of the Supervisory Board are:
(1) Attend the board of directors’ meetings and raise inquiries or make suggestions on matters subject to resolution;
(2) To supervise the performance of duties by directors and responsible persons of this social organization, and to propose the removal of individuals who seriously violate the articles of association of this social organization or resolutions adopted by the members’ general meeting.
(3) Examine the financial reports of this social organization, report on the work of the Supervisory Committee to the General Assembly of Members, and submit proposals.
(4) Require those responsible, directors, and financial management personnel to promptly rectify any actions that harm the interests of this social organization.
(5) Report issues encountered in the work of this social organization to the Party building authorities, registration and administration agencies, industry regulatory authorities, as well as the tax and accounting authorities.
(6) Supervising the election of new leadership and matters related to additions and withdrawals;
(7) Handle members’ appeals and oversee decisions regarding automatic loss of membership and disciplinary actions;
(8) Coordinate the handling of internal conflicts and disputes, and convene internal dispute mediation meetings when necessary;
(9) Decide on other matters that should be reviewed by the Supervisory Board.
Article 39: The chairperson of the supervisory board shall perform the following duties:
(1) Convene and chair the Supervisory Board;
(2) Supervising the implementation of resolutions passed by the Members’ General Meeting and the Board of Directors;
(3) Report work to the General Assembly of Members and the Supervisory Board.
When the chairperson of the supervisory board is unable to perform their duties, a supervisor nominated by them or elected by the supervisory board shall step in to perform those duties in their stead.
Article 40: The Supervisory Board shall hold meetings at least once every six months. Prior to convening a Supervisory Board meeting, the agenda of the meeting shall be notified to all supervisors seven days in advance. A Supervisory Board meeting may be held only if more than two-thirds of the supervisors are present, and its resolutions shall become valid only if approved by more than two-thirds of the supervisors present.
Article 41: Supervisors shall comply with national laws, regulations, and the articles of association, and perform their duties faithfully and diligently.
Article 42: The Supervisory Board may investigate the activities of this social organization; if necessary, it may engage accounting firms or other entities to assist in its work. The expenses required for the Supervisory Board to exercise its powers shall be borne by this social organization.
Section 5: Administrative Offices, Branch Offices, Representative Offices, and Entity Institutions
Article 43: With the approval of the Board of Directors, an office shall be established to handle routine administrative tasks.
This social organization shall appoint one Secretary-General, who shall be responsible for overseeing the daily operations of the administrative office. Several Deputy Secretary-Generals shall also be appointed to assist the Secretary-General in carrying out their duties.
When hiring full-time staff, a labor contract should be signed with them.
Article 44: This social organization shall establish branch offices and representative offices within the scope of its objectives and business activities, in accordance with relevant national regulations and on the principle that such establishment is genuinely necessary for work purposes and commensurate with the organization’s management capabilities. The qualification requirements for the heads of branch offices and representative offices shall be consistent with those applicable to the heads of this social organization. The branch offices of this social organization shall be established based on the characteristics of their membership composition and the division of business scopes. Representative offices, authorized by this social organization, shall carry out liaison, exchange, and research activities on behalf of the organization within the designated geographical areas.
This social organization does not establish regional branches, nor does it set up further branches or representative offices under its existing branches or representative offices.
The finances of branch offices and representative offices shall be incorporated into the unified management of the legal account of this social organization, and all income and expenditures shall be uniformly accounted for within the financial system of this social organization.
Article 45: Any physical institutions established by this social organization shall, after being reviewed by the Board of Directors, be submitted to the General Assembly for a vote and approval. The scope of their business activities must be consistent with the purposes and scope of business stipulated in these Articles of Association.
This social organization is separate from the entity it sponsors in terms of assets, institutions, and personnel. When engaging in economic transactions with the sponsored entity, it charges fees and pays expenses based on market pricing.
This social organization will strengthen its oversight of the financial status of its physical entities and regularly report relevant information to the General Assembly and the Board of Directors.
Article 46: In its annual work report, this social organization shall submit information about its branches, representative offices, and entities to the registration and administration authority. At the same time, it shall promptly disclose such information to the public and voluntarily accept public supervision.
Chapter 4: Internal Management System and Conflict Resolution Mechanism
Article 47: This social organization shall establish internal management systems including the “Members’ General Assembly System,” the “Board of Directors System,” the “Supervisory Board System,” the “Financial Management System,” the “Membership Fee Management Measures,” and the “Remuneration Management System.”
Article 48: Written minutes of the Members’ General Meeting and the Board of Directors’ meetings shall be prepared. Where a resolution is adopted, a written resolution shall be drawn up; the Board of Directors’ resolutions shall also be signed and confirmed by the members present at the meeting. The minutes of the meeting shall primarily include the time and location of the meeting, the number of members expected to attend versus the actual number present, the matters resolved at the meeting, and the signatures of all attendees. The minutes and resolutions of the meetings shall be communicated to the members in an appropriate manner, and the relevant materials shall be retained for at least thirty years.
Resolutions passed at meetings of the Secretary-General’s Office or similar bodies may not be used in place of resolutions adopted at the General Assembly or the Board of Directors’ meetings.
The results of the election of directors and persons in charge shall be promptly communicated to the members. The election results of persons in charge shall be filed with the registration and administration authority within thirty days.
Article 49: This social organization shall establish and improve management systems for certificates, seals, archives, documents, and other such items. These items and materials shall be properly stored at the organization’s office premises, and no unit or individual may illegally seize them. If any item or material is illegally seized by an individual, the organization shall pursue its return through legal channels. When management personnel are transferred or leave their positions, they shall complete handover procedures with the person taking over their responsibilities.
Article 50: In the event that this social organization’s certificate or seal is lost, with the approval of more than two-thirds of the directors present at a board meeting, a notice of loss shall be published in a publicly circulated newspaper, and a request for reissuance or re-engraving shall be submitted in accordance with applicable regulations.
Article 51: In the event of internal conflicts, priority should be given to resolving them through democratic consultations via channels such as the Board of Directors, the Supervisory Board, and the Members’ General Meeting, under the supervision of the Party organization. If such conflicts cannot be resolved through internal democratic procedures, they shall be resolved in accordance with the law through mediation, arbitration, or litigation.
Article 52: If any member of this social organization discovers that directors, supervisors, or responsible persons have engaged in illegal or criminal activities, they may report such conduct to the judicial authorities. They may also file a complaint with the judicial authorities against any infringement upon their personal or property rights.
Chapter 5: Asset Management and Use
Article 53: Sources of income for this social organization:
(1) Membership fees;
(2) Donation;
(3) Government funding;
(4) Revenue generated from conducting activities and providing services within the approved scope of business;
(5) Interest;
(6) Other lawful income.
Article 54: This social organization shall collect membership fees in accordance with relevant national regulations.
Article 55: All income of this social organization, except for reasonable expenditures directly related to the organization’s activities, shall be used exclusively within the scope of business activities stipulated in these articles of association. The organization shall disclose its income and its usage to the Members’ General Meeting, the Board of Directors, and the Supervisory Board, and shall accept their supervision and inspection.
Article 56: This social organization shall implement the “Accounting System for Non-Profit Organizations in the Private Sector,” establish a standardized financial management system, and ensure that accounting records are lawful, authentic, accurate, and complete.
Article 57: This social organization shall be staffed with accounting personnel who possess professional qualifications. Accountants may not concurrently serve as cashiers. Accounting personnel shall conduct accounting operations and exercise accounting supervision. When accounting personnel are transferred or leave their positions, they shall complete the handover procedures with the person taking over their duties.
Article 58: The management of assets of this social organization shall comply with the financial management system prescribed by the state and shall be subject to supervision by the Members’ General Meeting and relevant authorities. If the sources of assets are from state appropriations or social donations and grants, they shall also be subject to oversight by the auditing authority, and relevant information shall be disclosed to the public in an appropriate manner.
Article 59: Major asset allocations and dispositions of this social organization shall be subject to review by the Members’ General Meeting or the Board of Directors.
If a resolution adopted by the board of directors violates laws, regulations, or the provisions of these articles of association, causing losses to this social organization, the directors who participated in the deliberation shall be held liable. However, a director who can prove that he or she voted against the resolution and whose objection is recorded in the minutes of the meeting shall be exempt from liability.
Article 60: Before this social organization undergoes a change of leadership or replaces its legal representative, it shall conduct a financial audit.
During the term of office of the legal representative, if this social organization commits any act in violation of the “Regulations on the Registration and Administration of Social Organizations” and these articles of association, the legal representative shall bear the corresponding responsibility. If the legal representative’s negligence results in illegal activities by this social organization or causes property losses, the legal representative shall assume personal liability.
If the head of this social organization incurs losses to the organization by engaging in value-preservation and value-enhancement investment activities without authorization and without following democratic decision-making procedures, he or she shall be held accountable.
This social organization does not provide any form of guarantee to other entities, organizations, or individuals, nor does it engage in investment activities that entail unlimited joint and several liability.
Article 61: All assets of this social organization and any increase in value thereof shall be owned by this social organization. No unit or individual may encroach upon, privately divide, or misappropriate these assets, nor may they be distributed among members.
Chapter 6: Information Disclosure and Credit Commitments
Article 62: In accordance with relevant policies and regulations, this social organization shall fulfill its obligation to disclose information, establish an information disclosure system, and promptly make available to its members the annual work report, reports issued by third-party agencies, details of membership fee income and expenditure, changes and adjustments in membership, directors, supervisors, and responsible persons, as well as other information that the Board of Directors deems necessary to disclose. It shall also promptly disclose to the public information regarding registration details, articles of association, organizational structure, acceptance of donations, credit commitments, government transfers or entrusted matters, services it can provide, and operational status.
Article 63: This social organization shall establish a spokesperson system. With the approval of the Board of Directors, one to two designated officials shall be appointed or assigned as spokespersons. These spokespersons shall proactively address public concerns regarding the organization’s important activities, major events, or topical issues through regularly or irregularly scheduled press conferences, briefings, and interviews. The content of press releases shall be reviewed and approved by the legal representative or principal person in charge of this social organization to ensure proper public opinion guidance.
Article 64: This social organization shall establish an annual inspection and reporting system, undergo annual inspections or fulfill its annual reporting obligations, and promptly disclose such information to the public, thereby accepting public oversight.
Article 65: This social organization shall establish a credit commitment system focusing on aspects such as service content, service methods, target beneficiaries, and fee standards, and shall publicly disclose the contents of these credit commitments to the public.
Chapter 7: Party Building Work
Article 66: The Party organization within this social organization shall play a central political role, guiding and supervising the organization to practice in accordance with the law and operate with integrity. It shall educate and guide members to enhance their political identification and proactively accept the leadership of the Party. Furthermore, it shall guide and support the organization in participating in social governance in an orderly manner, providing public services, and fulfilling its social responsibilities.
Article 67: In accordance with the Party Constitution of the Communist Party of China and other internal Party regulations, when this social organization has three or more formal Party members, it may, upon approval by its higher-level Party organization, establish a separate Party organization. When the number of formal Party members is fewer than three, the organization may, with the approval of its higher-level Party organization, jointly establish a Party organization. If there are no formal Party members at all, the organization may carry out Party work by accepting Party-building instructors dispatched by its higher-level Party organization or by establishing trade unions, Communist Youth League organizations, and the like.
Among the leaders of this social organization, if there are Communist Party members, Party member leaders should be given priority consideration for appointment as secretaries of the Party organization. If there are no Communist Party members among the leaders, Party member directors or supervisors who possess strong professional capabilities and enjoy solid public support should be recommended to serve as secretaries of the Party organization.
If the Party organization of this social group meets the conditions for a leadership transition, it shall undergo a leadership transition concurrently with the board of directors of this social group.
Article 68: The person in charge of the Party organization within this social organization shall attend or sit in on meetings such as the board of directors, and shall offer advice and suggestions on major decision-making matters, significant business activities, large-scale expenditure of funds, acceptance of substantial donations, and engagement in foreign-related activities of this social organization.
Article 69: This social organization shall provide the Party organization with necessary support, including venues, personnel, and funding, to carry out activities and perform its work effectively. This social organization supports the establishment of mass organizations such as trade unions, the Communist Youth League, and the All-China Women's Federation, and shall diligently engage in efforts to connect with and serve workers and the general public.
Chapter 8: Termination Procedures and Handling of Property After Termination
Article 70: A motion to dissolve this social organization shall be proposed by the Board of Directors and approved by a vote of the General Assembly of Members.
Article 71: Prior to the termination of this social organization, a liquidation organization shall be established in accordance with the law to settle claims and debts and handle any remaining matters. During the liquidation period, no activities other than liquidation shall be conducted.
The directors, supervisors, and persons in charge of this social organization are the liquidation obligors. If the liquidation obligors fail to fulfill their liquidation obligations in a timely manner and thereby cause damage, they shall bear civil liability.
If this social organization fails to promptly establish a liquidation group, its directors, supervisors, and responsible persons may apply to the people’s court for the appointment of relevant personnel to form a liquidation group and carry out the liquidation. The powers and procedures of the liquidation group shall follow the provisions of applicable laws.
Article 72: After the dissolution of this social organization, any remaining assets shall, under the supervision of the registration and administration authority, be used in accordance with relevant national regulations to develop non-profit undertakings that are consistent with the purposes of this social organization, or donated to social organizations whose purposes are similar.
Article 73: This social organization shall be terminated upon completion of the deregistration procedures with the registration and administration authority.
Chapter IX: Supplementary Provisions
Article 74: For matters not explicitly covered in these Articles of Association, if there are relevant provisions in laws, regulations, and rules, such provisions shall prevail.
Article 75: The power of interpretation of these articles of association rests with the Board of Directors of this social organization.
Article 76: These articles of association shall take effect from the date of approval by the registration and administration authority.
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