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About Us
Chapter I General Provisions
Article 1 The name of this foundation shall be Amway Charity Foundation, abbreviated to ACF (hereinafter referred to as "the Foundation").
Article 2 The Foundation is a non-public foundation.
Article 3 The purpose of the Foundation is to gather love, deliver warmth, and promote the harmonious development of humanity and society. The Foundation shall abide by the Constitution, laws, regulations and national policies, practice core values of socialism and observe social ethics.
Article 4 The Foundation shall firmly uphold the comprehensive leadership of the Communist Party of China ("CPC"), and, in accordance with the Constitution of CPC, the Foundation shall establish a CPC organization to carry out CPC activities and provide necessary conditions for the abovementioned activities.
Article 5 The start-up fund of the Foundation is RMB 50 million, contributed by Amway (China) Co., Ltd.
Article 6 The registration authority and supervisory body of the Foundation is the Ministry of Civil Affairs (MCA).
Article 7 The domicile of the Foundation is Beijing.
Chapter II Scope of Operation
Article 8 The foundation’s scope of operation is as follows:
(1) To aid vulnerable children;
(2) To support voluntary services;
(3) To establish charity funds to provide special aids;
(4) To carry out cooperation and exchanges;
(5) To carry out activities in the field of environmental protection.
Items in the Scope of Operation that require prior approval according to laws, regulations and rules shall only be carried out after obtaining approval in accordance with the law.
Chapter III Organizational Structure and Officers
Article 9 The Board of Trustees (hereinafter referred to as "the Board") of the Foundation consists of 5-25 Trustees.
The term of the Foundation Trustees shall be 5 years. One may serve another term if he/she is reelected at the end of the term.
Article 10 Trustees qualification requirements:
(1) Donors and initiators that have full capacity for civil conduct;
(2) Experts and scholars on philanthropy, environmental protection, culture, law, etc., and leaders of important non-profit organizations;
(3) Social personages who have extensive social influence and sound, meritorious public images.
Article 11 Election and dismissal of Trustees:
(1) Trustees of the first Board shall be nominated by the supervisory body, major donors and initiators, and affirmed through mutual consultation;
(2) At the end of the term, the supervisory body, the Board and major donors shall nominate candidates, organize a team to elect new trustees from all the candidates;
(3) Dismissal and supplement of a Trustee shall be decided through voting by the Board and approved by the supervisory body;
(4) The Trustee election and dismissal results shall be filed with the registration authority; and
(5) Candidates of filial relations or next-of-kin shall not serve as Trustees in concurrent terms.
Article 12 Rights and responsibilities of Trustees:
(1) To participate in election and voting processes;
(2) To supervise the operation of the Foundation;
(3) To attend Board meetings on time and take an active part in other activities organized by the Board;
(4) To actively expand resources and provide counsel for the development of the Foundation;
(5) To observe this Constitution, protect the reputation of the Foundation and carry out resolutions of the Foundation; and
(6) To maintain confidentiality of matters related to the Foundation upon leaving the position.
Article 13 The Board is the decision-making body of the Foundation. The Board exercises the following powers:
(1) To draft and modify this Constitution;
(2) To elect and dismiss Director-General, Deputy Director-General and Secretary-General;
(3) To make decisions on major business plans, including plans for fund raising, management and use;
(4) To review and approve the annual budget and final accounts on revenue and expenditure;
(5) To establish internal management systems;
(6) To make decisions on the establishment, alteration and termination of executive offices, branches and representative offices;
(7) To make decisions on the appointment of Deputy Secretary-General and heads of departments upon nominations by Secretary-General;
(8) To hear and evaluate the work report of Secretary-General and supervise the performance of Secretary-General;
(9) To make decisions on the division, merger or termination of the Foundation; and
(10) To make decisions on other important issues.
Article 14 The Board shall hold no less than 2 meetings annually. The Director-General is responsible for convening and presiding over the meetings.
A Board meeting must be held at the motion of at least one-third of the Trustees. When the Director-General is unable to convene the meeting, the Trustee who motions for the meeting may nominate another to convene the meeting. The Director-General or the nominated convener shall inform all Trustees and Supervisors 5 days in advance.
Article 15 A Board meeting shall be held only when at least two-thirds of the Trustees can be present. A Board resolution shall be deemed valid only when it is passed by at least half of the Trustees present.
Resolutions on the following major issues shall be deemed valid only when they are voted upon and adopted by at least two-thirds of the Trustees present:
(1) Amendment to this Constitution;
(2) Election or dismissal of Director-General, Deputy Director-General and Secretary-General;
(3) Major investment activities set forth in this Constitution; and
(4) Division or merger of the Foundation.
Article 16 Minutes of each Board meeting shall be prepared. Where resolutions are made during the meeting, meeting minutes shall be prepared on site and reviewed and signed by the Trustees present. If the resolutions made by the Board violate laws, regulations or provisions of this Constitution that incur losses to the Foundation, Trustees that voted in favor of the resolutions shall be held responsible. Trustees that voted against the resolutions, as testified by the meeting minutes, may be exempted from the responsibility.
Article 17 The Foundation shall have 3-4 Supervisors. Supervisors have the same term as Trustees, eligible for another term at the end of each term.
Article 18 Trustees, their close relatives and accountants of the Foundation shall not assume the position of Supervisor.
Article 19 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 as it deems necessary; and
(3) Any change of Supervisors shall follow the same procedures as their appointment.
Article 20 Rights and obligations of Supervisors:
Supervisors shall examine the financial and accounting documents of the Foundation according to the procedures set forth in this Constitution and monitor the Board’s observance of the law and this Constitution.
Supervisors shall attend Board meetings as observers, with the right to question or advise the Board, and report to the registration authority, the supervisory body, and taxation and accounting authorities;
Supervisors shall abide by the relevant laws, regulations and this Constitution, and perform their duties faithfully.
Article 21 The number of Trustees that receive salaries from the Foundation shall not exceed one-third of the total. Supervisors and part-time Trustees shall not receive salaries from the Foundation.
Article 22 Trustees shall not participate in the decision-making of relevant matters when their personal interest is interrelated with that of the Foundation. Trustees, Supervisors and their close relatives shall not engage in any transaction with the Foundation.
Article 23 The Board shall elect Director-General, Deputy Director-General and Secretary-General from among the Trustees.
Article 24 The Director-General, Deputy Director-General and Secretary-General shall have the following qualifications:
(1) Have extensive influence in the operational fields of the Foundation;
(2) The maximum age of incumbent Director-General, Deputy Director-General and Secretary-General shall not exceed 70. The Secretary-General shall be a full-time officer;
(3) Be in good health and capable of handling a normal work load; and
(4) Be in full capacity for civil conduct.
Article 25 Under any of the following circumstances, an individual must not assume the position of the Director-General, Deputy Director-General or Secretary-General of the Foundation:
(1) He/she is an in-service civil servant;
(2) He/she had been sentenced to surveillance, detention or fixed-term imprisonment for crime and it has been less than five years since he/she completed serving the sentence;
(3) He/she is being or was deprived of political rights for crime;
(4) He/she has served as the Director-General, Deputy Director-General or Secretary-General of a foundation whose registration statues was revoked due to illegal practice and has assumed personal responsibilities for such illegal practice, and it has been less than five years since the revocation.
Article 26 Residents of Hong Kong, Macao and Taiwan and foreigners who serve as the Director-General, Deputy Director-General or Secretary-General of the Foundation shall stay in Mainland China for no less than 3 months per year.
Article 27 The term of Director-General, Deputy Director-General or Secretary-General shall be 5 years. And they shall serve no more than two consecutive terms. Any term beyond that shall be granted only in extraordinary cases, and the extension must be voted on and adopted by the Board through special procedures, and be examined by the supervisory body and approved by the registration authority.
Article 28 The Director-General is the Foundation’s legal representative. The Foundation’s legal representative shall not serve concurrently as the legal representative of any other organization.
The legal representative of the Foundation shall be a resident of Mainland China.
The legal representative shall assume relevant responsibilities in the case of the Foundation violating the Regulations on the Administration of Foundations or this Constitution during his/her term. The legal representative shall accept personal responsibilities if the Foundation violates laws or suffers loss of property due to his/her breach of duty.
Article 29 The Director-General shall exercise the following powers:
(1) To convene and preside over the Board meetings;
(2) To supervise the implementation of Board resolutions; and
(3) To sign important documents on behalf of the Foundation.
The Deputy Director-General and Secretary-General shall conduct work under the leadership of the Director-General and exercise the following powers:
(1) To take charge of the daily operations of the Foundation and organize the implementation of Board resolutions;
(2) To organize the implementation of the Foundation's annual charity program;
(3) To draft plans for the management and use of funds;
(4) To draft internal administrative rules of the Foundation and submit for the Board’s review and approval;
(5) To coordinate work among departments;
(6) To propose the appointment or dismissal of Deputy Secretary-General, head of finance and other heads of organizations and submit for the Board’s review;
(7) To employ or dismiss staff; and
(8) Other powers granted by this Constitution or the Board.
Chapter Ⅳ Management and Utilization of Assets
Article 30 The Foundation is a non-public foundation and its income comes from the following sources:
(1) Donations from Amway;
(2) Social donations;
(3) Investment income;
(4) Other legal income, etc.
Article 31 When accepting donations, the Foundation shall abide by laws and regulations, and the purpose and scope of operation stipulated in this Constitution.
Article 32 Assets and other income of the Foundation are protected by law and shall not be embezzled, privately divided, or misappropriated by any organization or individual.
Article 33 The Foundation shall use the assets in accordance with the purpose and scope of operation stipulated in this Constitution. Where the uses of the donation are already defined in the donation agreement, the Foundation shall use it in accordance with the said agreement.
When the donated assets prove unable to be utilized in a way that conforms with the purpose of the Foundation, the Foundation may auction or sell them off according to law and the resulting income shall be used for the purposes of the donation.
Article 34 The assets of the Foundation shall be used mainly for the following purposes:
(1) Expenditure on charity projects; and
(2) Necessary administrative expenses and expenditure on staff wages and welfare.
Article 35 Major investment activities of the Foundation refer to: single investment activity with an investment amount of more than RMB 10 million.
Article 36 The Foundation shall realize value preservation and appreciation of funds under the principles of lawfulness, security and efficiency.
Article 37 The Foundation shall comply with relevant national regulations on annual activity expenditure and administrative expenses.
Article 38 The Foundation shall make known to the public the charity programs that it undertakes, including the types of programs and their application and assessment procedures.
Article 39 Donors shall have the right to inquire about the utilization and management of their donations and to give their comments and suggestions in this regard. The Foundation shall respond promptly and truthfully to donors' inquiries.
If the Foundation has used donations in violation of the donation agreement, donors shall have the right to request the Foundation to comply with the donation agreement or apply to a people's court for a revocation of their donation and the donation agreement.
Article 40 The Foundation may sign an agreement with the beneficiaries, defining the form of funding, the amount, purpose and ways of use of the grants.
The Foundation shall have the right to supervise the use of the grants. If any beneficiary’s use of the grants violates the agreement, or he/she violates the agreement in other ways, the Foundation shall have the right to revoke the relevant agreement.
Article 41 The Foundation shall implement the national accounting system, carry out audit according to law, and establish and improve the internal accounting supervision system to ensure the legality, authenticity, accuracy and integrity of accounting information.
The Foundation accepts tax supervision and accounting supervision by tax and accounting authorities according to law.
Article 42 The Foundation shall be staffed with professional accountants. Accountants shall not work as cashiers concurrently. In case of a job transfer or departure, accountants must fully complete the handover procedures.
Article 43 The operational & accounting year of the Foundation starts at January 1 and ends at December 31. Prior to March 31 of each year, the Board shall review the following items:
(1) Work report and final accounts of revenue and expenditure of last year;
(2) Work plan and revenue and expenditure budget of this year;
(3) Asset book, including a name list of the donors and related files.
Article 44 In the case of annual inspection, change of term, replacement of legal representative and liquidation of the Foundation, a financial audit shall be conducted.
Article 45 The Foundation shall accept annual inspection by the registration authority in accordance with the Regulations on the Administration of Foundations.
Article 46 After passing the annual inspection by the registration authority, the Foundation shall publish its annual work report on designated media by the registration authority so as to receive inquiry and supervision from the public.
Chapter V Termination and Disposal of Remaining Assets
Article 47 The Foundation shall be terminated in the case of any of the following circumstances:
(1) The Foundation has achieved its purpose stipulated in this Constitution;
(2) The Foundation can no longer continue to carry out charity activities in accordance with the purpose stipulated in this Constitution;
(3) The Foundation is divided or merged.
Article 48 Termination of the Foundation shall be reported to the supervisory body for examination and approval within 15 days upon the Board reaching the decision through voting. Application to revoke registration shall be made to the registration authority within 15 days after the supervisory body approves the termination.
Article 49 Before going through the registration cancellation procedures, the Foundation shall set up a liquidation team and complete the liquidation work under the guidance of the registration authority and supervisory body.
The Foundation shall go through the registration cancellation procedures with the registration authority within 15 days after the completion of liquidation. During the liquidation period, no other activities shall be conducted.
Article 50 The remaining assets of the Foundation after its registration cancellation shall be used for charity purposes through the following approaches under the supervision of the supervisory body and registration authority:
(1) To fund ongoing charity projects or activities; and
(2) To fund charity projects carried out by the supervisory body.
When the above approaches prove inapplicable, the registration authority will donate the remaining assets to other social charity organizations with an identical nature and purpose as the Foundation, and make the donation known to the public.
Chapter VI Amendment
Article 51 Any amendment to this Constitution shall be reported to the supervisory body for examination and approval within 15 days after the Board decides by voting on such amendment. Such amendment shall be reported to the registration authority for verification and approval after being examined and approved by the supervisory body.
Chapter VII Supplementary Provisions
Article 52 This Constitution was adopted at the Eighth Session of the Second Board of Trustees in December 2019.
Article 53 The Board shall have the right to interpret this Constitution.
Article 54 This Constitution shall take effect on the same date that it is approved by the registration authority.