Chapter I　General Provisions

　　Article 1 The foundation shall be known as Zhongguo Wenxue Yishu Jijinhui. English name is “CHINA LITERATURE AND ART FOUNDATION”.

　　Article 2 The Foundation is a public fundraising foundation, which raises fund from all over China.

　　Article 3 The aim of the Foundation is to abide by Constitution of the People’s Republic of China, Regulations on the Administration of Foundations enacted by the State Council, etc; to win extensive support and sponsorship of organizations and individuals at home and abroad who love and concern for the culture and art of the Chinese nation according to national cultural policy; to organize and finance cultural and artistic activities at home and abroad, support outstanding literary and artistic works created by talents; to hold cultural activities that are conductive to the society and people, promote the prosperity and development of Chinese literature and art.

　　Article 4 The amount of the original registered capital of the Foundation is 8.97 million RMB, which is from social donations.

　　Article 5 The registration authority of the Foundation is the Ministry of Civil Affairs of the People’s Republic of China and the supervisory body is the China Federation of Literary and Art Circles.

　　Article 6 The address of the Foundation is No.10 Nongzhanguan Nanli, Chaoyang District, Beijing.

　　Chapter II　Scope of Operation

　　Article 7 The scope of operation of the Foundation is as follows:

　　（1）Fundraising；

　　（2）Special grants；

　　（3）Cultural activities;

　　（4）Consult services；

　　（5）Promotion;

　　（6）Awards and trainings;

　　（7）International exchanges；

　　Chapter III　Organizations and Officers

　　Article 8 The Board of Directors of the Foundation consists of 15-25 Directors. The tenure of the Directors shall be five years. One may serve another term if he/she is reelected at the end of the tenure.

　　Article 9 The qualifications of the Directors:

　　（1）To be devoted to the literary and artistic cause；

　　（2）To commit to work and have made positive contributions to the Foundation；

　　（3）To be venerable and have some social impact.

　　Article 10 Appointment and Dismissal of the Directors

　　（1）The first term Directors are nominated respectively by the supervisory body and major sponsors and originators and are determined through consultation;

　　（2）At the period of reelection, the supervisory body, the Directors and major sponsors shall nominate candidates all together and organize leader group to lead the whole candidates to select new directors of the Directors;

　　（3）Dismissal and supplemental of Directors shall be decided by voting of the Board of Directors and approved by the supervisory body;

　　（4）Results of election and dismissal of the Directors shall be reported to the registration authority for records;

　　（5）People have close relative relation shall not occupy position in the Board of Directors at the same time.

　　Article 11 Rights and Obligations of the Directors:

　　（1）To attend meetings of the Board of Directors；（2） To give advice on important decisions of the Foundation；（3） To exercise the voting right and have strong sense of responsibility of his/her own function.

　　Article 12 The Board of Directors is the decision-making body of the Foundation, which exercises the following functions and powers:

　　（1）To make and modify the Constitution of the Foundation;

　　（2）To elect and dismiss the Chairperson, Vice-Chairperson and the Secretary-General;

　　（3）To decide important business programs, including raising, administrating and using plan of funds;

　　（4）To examine the annual budget and final accounts on revenue and expenditure;

　　（5）To formulate the internal management system;

　　（6）To decide to establish executive offices, branches and representative offices;

　　（7）To appoint candidates of Vice Secretary-General and principal officers of different departments nominated by the Secretary-General;

　　（8）To listen to and evaluate the report of the Secretary-General and supervise the performance of the Secretary-General;

　　（9）To make decisions on the division, merger or termination of the Foundation;

　　（10）To make decisions on other important issues.

　　Article 13 The Board of Directors shall convene two meetings annually. The Chairperson or Standing Vice-Chairperson commissioned by Chairperson is responsible for convening and presiding over meetings.

　　A Board meeting shall be held at the request of one-third of the Board Directors. If the Chairperson is unable to convene the meeting, the representative of the Directors who so proposed may convene the meeting.

　　The Chairperson or the meeting convener shall inform all the Directors and Supervisors of the meeting five days in advance.

　　Article 14 The meeting of the Board shall be held only when two-thirds of the Directors are present. A Board decision shall be deemed valid only when it is passed by the half of number of the Directors present.

　　Resolutions on the following important issues shall be deemed valid only when they are voted upon and adopted by two-thirds of the Directors present:

　　（1）Amendments to the Constitution;

　　（2）The election or dismissal of the Chairperson, Vice-Chairperson or the Secretary-General;

　　（3）Major donation and investment listed in the Constitution；

　　（4）Division or merger of the Foundation

　　Article 15 Each Board meeting shall keep its minutes and be filed in record. Where resolutions are made during the meeting, a meeting minutes shall be prepared that will be checked and signed by each Director present. Should the resolutions made by the Board violate laws, regulations or provisions of this Constitution that cause impairment to the Foundation, the Directors voting in favor of the resolutions shall be responsible for the consequences, whilst the Directors voting against the resolutions, as testified by the meeting minutes may be exempted from responsibility.

　　Article 16 The Foundation shall set up a Board of Supervisors, consisting of three Supervisors. The Supervisors enjoy the same tenure as the Directors, are eligible for another term.

　　Article 17 The Directors, their close relatives and accountants of the Foundation shall not assume the position of Supervisor.

　　Article 18 The 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 when the latter deems it necessary;

　　（3）The change of Supervisors shall follow the same procedure as their appointment.

　　Article 19 Rights and obligations of the Supervisors are:

　　To examine the financial and accounting documents of the Foundation according to the procedure provided in this Constitution, and monitor the observance by Board of Directors of laws and this Constitution.

　　To attend Board meetings as observers, have the right to question and give advice to the Board, and report to the registration authority, the supervisory body and relevant taxation and accounting departments.

　　To abide by the relevant laws and regulations and this Constitution, perform its functions faithfully.

　　Article 20 The number of Directors who obtain salaries from the Foundation shall not exceed one-third of the total. Supervisors and part-time Directors shall not obtain salaries from the Foundation.

　　Article 21 A Director shall not attend decision-making when his/her personal interest is interrelated with that of the Foundation. The Directors, Supervisors and their close relatives shall not do any business with the Foundation.

　　Article 22 The Board of Directors shall set up the positions of Chairperson, Vice-Chairperson and Secretary-General, who shall be selected from Directors.

　　Article 23 The Chairperson, the Vice-Chairperson and the Secretary-General shall have the following qualifications:

　　（1）To be have great impact in the business area of the Foundation;

　　（2）The maximum age of incumbent Chairperson, Vice-Chairperson and Secretary-General shall not exceed seventy. The Secretary-General shall be a full time officer;

　　（3）To be in good health and ensure normal work;

　　（4）To be in full capacity for civil conduct.

　　Article 24 Under any of the following circumstances, a person cannot service the post as Chairperson, Vice-Chairperson, or Secretary-General of the Foundation:

　　（1）He/she is an in-service civil servant；

　　（2）It is less than five years since he/she was punished of surveillance ,detention, or sentenced for a fixed-term imprisonment；

　　（3）His/her political rights are for the time just being under deprivation or used to be deprived due to his/her criminal act；

　　（4）It is less than five years since a foundation has been cancelled of registration due to its illegal practice where he/she used to serve as the Chairperson, the Vice-Chairperson or the Secretary-General and should bear personal responsibilities thereof for it.

　　Article 25 Tenure of the Chairperson, the Vice-Chairperson and the Secretary-General shall be for five years. And they shall serve no more than two consecutive terms. Their tenure may be extended only in extraordinary cases when the extension has been ratified by the Board of Directors, and be examined by the supervisory body and approved by the registration authority.

　　Article 26 The Chairperson of the Board is the Foundation’s legal representative and shall not serve concurrently as legal representative of another organization.

　　The legal representative of the Foundation shall be a resident from mainland China.

　　During the tenure, should it occur that the Regulations on the Administration of the Foundation or this Constitution are violated, the legal representative shall bear his/her relevant responsibilities. Should it that the Foundation suffers loss of property caused by breach of duty, the legal representative shall bear his/her personal responsibilities.

　　Article 27 The Chairperson of the Foundation shall perform the following functions and powers:

　　（1）To convene and preside over the board meetings;

　　（2）To supervise the implementation of the resolutions adopted by the Board of Directors;

　　（3）To sign important documents on behalf of the Foundation;

　　（4）To preside over consulting, planning and deciding annual working plan;

　　The Vice-Chairperson and the Secretary-General shall conduct work under the leadership of the Chairperson, the Standing Vice-chairperson shall guide the detailed work; the Secretary-General is responsible for the day-to-day work and performs the following functions and powers:

　　（1）To take charge of the daily operations of the Foundation and the implementation of the resolutions adopted by the Board of Directors;

　　（2）To organize and conduct annual plan concerning public welfare activities；

　　（3）To put forward plans for the raising, management and usage of funds;

　　（4）To draft the internal administrative rules of the Foundation and submit them to the Board of Directors for examination and approval;

　　（5）To coordinate among different units and branches of the Foundation;

　　（6）To propose and report employment and dismissal of Vice Secretary-General and chief financial officer, and submit the proposal to the Board of Directors for discussion and approval;

　　（7）To submit the annual report on the work to the Board of Directors of the Foundation;

　　（8）To propose and report employment and dismissal of candidate officers in charge of each unit of the Foundation, and submit the proposal to the Chairperson and the Vice-Chairperson for approval;

　　（9）To propose and report on the recruitment of full-time staff for each unit of the Foundation；

　　（10）To exercise other functions and powers authorized by this Constitution and the Board of Directors.

　　Chapter Ⅳ　Management and Utilization of Assets

　　Article 28 The Foundation is a public fund-raising foundation and its funds come from the following sources:

　　（1）Fund-raising income;

　　（2）Voluntary donations made by natural persons, legal persons or other organizations;

　　（3）Investment and interest income;.

　　（4）Other legitimate income.

　　Article 29 The fund-raising and the acceptance of donations and endowment by the Foundation shall abide by laws and regulations, comply with the purpose provided in this Constitution and its scope of operation for public welfare.

　　Article 30 The Foundation shall, when raising funds, make known to the public on its proposed activities for public welfare and the plan of using the funds after funds are raised. The Foundation shall report major events to the supervisory body and the registration authority for record.

　　The Foundation shall not, in any form, impose apportionment or de facto apportionment of donations in its fundraising activities.

　　Article 31 The assets and other income of the Foundation are protected by laws and should not in any way be embezzled or misappropriated for personal gains or other usages by any organization or any individual.

　　Article 32 The Foundation shall make use of funds and assets in compliance with the aims stipulated in this Constitution and within its scope of operation for public welfare. Where the ways of use of donations are already defined in an agreement, the Foundation shall make use of them in conformity with the said agreement.

　　When the donated assets proves unable to be utilized the way in conformity with the purpose of the Foundation, the Foundation may sell it by auction or sell it off according to laws and the income thus occurring shall be used for the purposes of the donation itself.

　　Article 33 The assets of the Foundation shall be used mainly for the following purposes:

　　（1）Cultural activities that conform to this Constitution and the purposes of the Foundation;

　　（2）Social grants that conform to this Constitution and the purposes of the Foundation;

　　（3）Cultural projects that conform to this Constitution and the purposes of the Foundation;

　　Article 34 The terms “major donation” and “major investment” are:

　　（1）“Major donation” refers to fundraising events within a public foundation, or the acceptance of donations of 1 million RMB or above in prospect;

　　（2）“Major investment” refers to investment activity of 1 million RMB or above.

　　Article 35 The Foundation shall make its utmost to maintain or increase the original value of its funds in conformity with the principles of lawfulness, security and effectiveness.

　　Article 36 The Foundation’s annual expenditure on its activities for public welfare as stipulated in this Constitution shall be no less than seventy percent of last year’s total income.

　　The amount of staff salaries, welfares and daily operating cost of the Foundation shall not exceed ten percent of the total expenditure of the year.

　　Article 37 The Foundation shall make known to the public funding programs it carries out, including the types of grants, procedures for their application, assessment and examination.

　　Article 38 Donors are entitled to inspect the utilization and management of their donations and to give their comments and suggestions. The Foundation shall respond promptly and truthfully to donors’ inquiries.

　　Article 39 The Foundation may sign an agreement with the beneficiaries, defining the form and amount of the grants, as well as the purposes and how the funds are to be used.

　　Should the Foundation be found to have used their donations in violation of the agreement, donors are entitled to demand observance of the donation agreement or otherwise appeal to the People’s Court to withdraw their donation and revoke the donation agreement.

　　The Foundation is entitled to monitor the actual usage of the grants. In case any beneficiary has violated the agreement in the manner of utilizing the grants or in other form, the Foundation is entitled to suspend the assistance and revoke the relevant agreement.

　　Article 40 The Foundation shall comply with the national accountant regulations, carry out audit according to the law, and set up internal system of accountant inspecting, thus ensuring the legitimacy, authenticity, accuracy and integrity of the accounting files.

　　The Foundation shall be, in accordance with law, subject to taxation and accountant monitoring by taxation and accounting authorities.

　　Article 41 The Foundation employs accountant with professional qualifications who shall not hold the post of cashier concurrently. When the accountant is transferred or relieved from office, he/she must ensure a clear handover with his/her successor of the whole accounts.

　　Article 42 The operational and accounting year of the Foundation starts from January 1st to December 31st. The Board of Directors shall finish the examination of the following items prior to March 31st:

　　（1）Work report and final accounts of revenue and expenditure of last year;

　　（2）Work plan and budget of revenue and expenditure of this year;

　　（3）Asset book, including a name list of the donors and related files.

　　Article 43 On occasion of annual inspection, shift of the term of office and replacing of the legal representative of the Foundation and liquidation, an audit shall be conducted.

　　Article 44 The Foundation shall undergo annual inspection by the registration authority in conformity with the provisions of the Regulations on the Administration of Foundation.

　　Article 45 Once the annual inspection by the registration authority is concluded, the Foundation shall publish its annual report on the media designated by the registration authority so as to receive inquiry and monitoring from the public.

　　Chapter V Termination and Disposal of Remaining Property

　　Article 46 The Foundation shall be terminated under any of the following circumstances:

　　（1）The purposes stipulated in this Constitution are achieved;

　　（2）Activities for public welfare in accordance with this Constitution can no longer be carried out;

　　（3）The division or merger of the Foundation.

　　Article 47 Termination of the Foundation shall be reported to the supervisory body for approval within fifteen days after the Board of Directors decides by voting on its termination. Application to revoke the registration shall be made to the registration authority within fifteen days after the supervisory body approves the termination.

　　Article 48 Prior to registration revocation, the Foundation shall set up a liquidation unit and accomplish the work of liquidation under the guidance of the registration authority and its supervisory body.

　　The Foundation shall apply registration cancellation to the registration authority within fifteen days after the accomplishment of liquidation. During the period of liquidation, no other activities than liquidation shall be conducted.

　　Article 49 Supervised by its supervisory body and the registration authority, the remaining properties of the Foundation after its revocation of registration shall be used for the purpose of public welfare:

　　（1）Activities and programs concerning promoting the development of literary and artistic cause;

　　（2）Social grants related to literature and art

　　In case the above approach proves inapplicable, the remaining properties shall be donated to other organizations for public welfare with identical characters and aims, and an announcement shall be made known to the public.

　　Chapter VI　Amendment

　　Article 50 Any amendment to this Constitution shall be reported to the supervisory body for approval within fifteen days after the Board of Directors makes a decision thereof by voting. Once the approval is granted, the amendment shall be reported to the registration authority for examination and approval.

　　Chapter VII　Supplementary Provisions

　　Article 51 This Constitution was passed by the First Session of the Third Board of Directors of China Literature and Art Foundation on the 26th day of December, 2007.

　　Article 52 The right to interpret this Constitution is vested in the Board of Directors of this Foundation.

　　Article 53 This Constitution comes into effect on the day when the registration authority approves it.