Chapter I General Provisions

Article 1 This Foundation shall be known as “China Oceanic Development Foundation”, abbreviated as CODF (hereinafter referred to as “CODF”).

Article 2 CODF is a national public-raising organization and follows Charity Law of the People’s Republic of China, Measures for the Administration of Public Fundraising for Charitable Organizations and other relevant regulations.

Article 3 CODF adheres to the overall leadership of the Communist Party of China, establishes the organization of the Communist Party of China, carries out the activities of the Party, and provides necessary conditions for the activities of the Party organization in accordance with the provisions of the Constitution of the Communist Party of China.

Article 4 The purpose of CODF is under the guidance of Xi Jinping thought on socialism with Chinese characteristics for a new era and acting on the central government’s requirements for the unified exercise of the responsibility of all natural resource asset owners and the responsibility for land use control and ecological protection and restoration, CODF is dedicated to mobilizing social forces to understand and manage the ocean so as to build a harmonious coexistence between human beings and the ocean.

Article 5 CODF strictly abides by the Constitution, laws, regulations and national policies, practices the core socialist values, promotes the spirit of patriotism, abides by social morality, and consciously strengthens the construction of integrity and self-discipline.

Article 6 The amount of the original registered capital of CODF is 582 million yuan, which is donated by relevant organizations and enterprises.

Article 7 CODF is registered in the Ministry of Civil Affairs of the People’s Republic of China, and its department in charge is the Ministry of Natural Resources of the People’s Republic of China.

Article 8 The address of CODF is No. 33 Xidan Damucang Hutong, Xicheng District, Beijing.

Chapter II Scope of Operation

Article 9 CODF’s scope of operation are as follows:
(1) Subsidize island remediation and restoration, marine ecological environmental protection projects;
(2) Subsidize introduction, training and education of marine talents;
(3) Subsidize technology R&D and technological innovation activities for marine development and utilization;
(4) Subsidize public services for marine disaster prevention and reduction as well as marine relief activities;
(5) Subsidize scientific and research activities in the polar and sea areas;
(6) Popularize marine knowledge and enhance public awareness of protecting the ocean;
(7) Carry out research activities on major issues related to the ocean;
(8) Conduct research and international exchanges on issues of national maritime rights and participate in marine rights maintenance activities;
(9) Accept the government’s entrustment or authorization to carry out various funding activities related to the marine industry;
(10) Carry out relevant marine cooperation and exchanges at home and abroad.
Items in the business scope that are subject to approval by laws, regulations and rules shall be carried out after approval in accordance with the law.

Chapter III Organization and Person in Charge

Article 10 The Board of Directors of CODF consists of 7-25 members. The tenure of the Directors shall be for five years. One may serve another term if he/she is reelected at the end of the tenure.

Article 11 The Directors shall have the following qualifications:
(1) Love the marine cause, recognize the purpose of CODF, care for and support the work of CODF and volunteer to serve CODF;
(2) Have a rich experience in arrangement, management or research work, good performance in their work and enjoy certain social influence;
(3) Have a strong sense of responsibility and be able to participate in the proceedings independently and objectively in accordance with the principles of fairness, impartiality and openness;
(4) Have strong ability of decision-making and communication;
(5) Be in good health and capable of work and be in full capacity for civil conduct.

Article 12 Appointment and Dismissal of the Directors
(1) The first Board of Directors shall be nominated by CODF’s department in charge, major donors and co-founders respectively and determined through consultation;
(2) When the Board of Directors is re-elected, CODF’s department in charge, the Board of Directors, and major donors will jointly nominate candidates and organize a new leadership group, and organize all candidates to jointly elect a new Board of Directors;
(3) The removal and addition of Directors shall be approved by the Board of Directors and reported to CODF’s department in charge for review and approval;
(4)Results of election and dismissal of the Directors shall be reported to the department of registration for records;
(5) Directors and his/her close relatives may not serve on the Board of Directors at the same time.

Article 13 Rights and Obligations of the Directors are:
(1) Having the right of electing, being elected and voting;
(2) Having the right of taking part in the activities held by CODF;
(3) Having the right of criticizing, supervising and advising the daily work of CODF;
(4) Having the right to obtain information and materials related to CODF as needed to perform their duties and to raise inquiries at the Board of Directors;
(5)Abiding by this constitution and safeguard the lawful rights and interests of CODF;
(6) Implementing the resolutions of CODF; 
(7) Accomplishing the tasks given by CODF;
(8) Offering feedback and propose advice to CODF;
(9) Discreetly exercising the rights granted by CODF so as to ensure that CODF’s work is in accordance with national laws and it’s constitution;
(10) Discreetly reviewing the financial report and learn the situation of CODF’s management of activities in time;
(11) Exercising powers granted by law independently and in person without manipulations by others; powers may not be delegated to others without the permission of the constitution or the resolution of the Board of Directors;
(12)Without the consent of the Board of Directors, the confidential information concerning CODF obtained during the term of office shall not be disclosed, unless otherwise stipulated by laws and regulations.

Article 14 The Board of Directors is the decision-making body of CODF, which exercises the following powers:
(1) Draft and modify the constitution of CODF;
(2) Elect and dismiss the President, Vice President and the Secretary-General;
(3) Make decisions on plans for major events, including raising, management and utilization of the fund;
(4) Examine the annual budget for revenue and expenditure and final accounts;
(5) Establish internal management system;
(6) Decide on the establishment, change and termination of CODF’s Secretariat, branches and offices;
(7) Decide on the appointment of Deputy Secretary-Generals and heads of CODF’s branches and offices nominated by the Secretary-General;
(8)Listen to, deliberate and approve the report of the Secretary-General and inspect the work of the Secretary-General;
(9) Make decisions on the division, merger or termination of CODF;
(10) Make decisions on other important issues.

Article 15 The Board of Directors shall convene no less than two meetings annually. The President is responsible for convening and presiding over meetings.
A the meetings of Board of Directors shall be held at the request of one-third of Directors. If the President cannot convene, propose to the Directors and elect a convener.
The President or the convener shall inform all the Directors and Supervisors of the meeting five days in advance.

Article 16 The meeting of the Board of Directors shall be held only when two-thirds of the Directors are present. The resolution shall be deemed valid only when it is passed by half of the Directors present. Resolutions must be passed by more than half of the Directors present to be valid.
Resolutions on the following major issues shall be deemed valid only when they are voted upon and adopted by two-thirds of the Directors present:
(1) Amendment to this constitution;
(2) The election or dismissal of the President, Vice President or the Sectary-General;
(3) Major fundraising and investment activities stipulated in this constitution;
(4) Division or merger of CODF.

Article 17 Minutes of the meetings of Board of Directors shall be made. If a resolution is formed, the minutes of the meeting shall be prepared on the spot, which shall be reviewed and signed by the attending Directors. If the resolution of the Board of Directors violates the provisions of laws, regulations or this constitution and causes the foundation to suffer losses, the Directors participating in the resolution shall bear the responsibility. However, the director may be exempted from responsibility if it is proved that he/she objected at the time of voting and recorded in the minutes of the meeting.

Article 18 CODF shall set up a Board of Supervisors, consisting of three or more Supervisors. The tenure of Supervisors is the same as that of Directors, and can be re-elected upon expiration.

Article 19 Directors, their close relatives and the personnel working in the financial department shall not serve as Supervisors.

Article 20 The appointment and dismissal of Supervisors
(1) Supervisors shall be appointed respectively by major donors and CODF’s department in charge;
(2)The department of registration can select and assign Supervisors according to the needs of the work;
(3) The change of Supervisors shall follow the same procedure as their appointment.

Article 21 Rights and obligations of the Supervisors are:
(1) Inspecting the financial and accounting material of CODF in accordance with the procedures stipulated in this constitution, and supervise whether the Board of Directors comply with laws and this constitution;
(2) Attending the meetings of Board of Directors as observers, with the right to question or to advise the Board, and report to the department of registration, the department in charge, and relevant taxation and accounting departments;
(3) Abiding by the relevant laws, regulations and this constitution, and faithfully performing their duties.

Article 22 The number of Directors who obtain salaries from CODF shall not exceed one-third of the total. Supervisors and part-time Directors shall not obtain salaries from CODF.

Article 23 A Director shall not be associated with decision-making when his/her personal interest is interrelated with that of CODF. The Directors, Supervisors and their close relatives shall not do business with CODF.

Article 24 The Board of Directors shall set up the positions of President, Vice President and Secretary-General. They shall be elected from the Board of Directors.

Article 25 The President, the Vice President and the Secretary-General shall have the following qualifications:
(1) Have a great influence on CODF’s business;
(2) The maximum age of incumbent President, Vice President and Secretary-General shall no more than 70 years old;
(3) Be in good health and capable of full time work;
(4) Be in full capacity for civil conduct.

Article 26 Under any of the following circumstances, a person cannot sit as President, Vice President, or Secretary-General of CODF:
(1)  He/she is an incumbent 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 canceled of registration due to its illegal practice where he/she used to serve as the President, the Vice President or the Secretary-General and should bear personal responsibilities thereof for it.

Article 27 Tenure of the President, the Vice President 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 department in charge and approved by the department of registration.

Article 28 The President of CODF shall be its legal representative and shall not serve concurrently as the legal representative of another organization.
(1) The legal representative of CODF shall be a resident from mainland China. 
(2) During the tenure, should it occur that Regulation on Foundation Administration or this constitution are violated, the legal representative shall bear relevant responsibilities. Should it that CODF suffers loss of property caused by breach of duty, the legal representative shall bear responsibilities.

Article 29 The President of CODF shall exercise the following powers:
(1) Convene and preside over the meetings of Board of Directors;
(2) Supervise and inspect the implementation of the resolutions adopted by the Board of Directors;
(3) Review the annual plan of major events submitted by the Secretary-General for discussion by the Board;
(4) Sign important documents on behalf of CODF;
(5) Review the annual report on budget for revenue and expenditure and final accounts submitted by the Secretary-General.
The Vice Presidents shall assist the President in dealing with all the major issues under the leadership of the President.
The Secretary-General conducts work under the leadership of the President and he/she has the following duties:
(1) Submit a report on the annual work of CODF and make proposals on the main work of next year;
(2) Take charge of the daily operations of CODF and the implementation of the resolutions adopted by the Board of Directors;
(3) Submit to the Board of Directors proposals on major issues of CODF for the current year;
(4) Put forward plans for the raising, management and use of funds;
(5) Draft the rules and regulations of CODF and submit them to the Board of Directors for examination and approval;
(6) Coordinate among different departments and branches of CODF;
(7) Propose the appointment or dismissal of persons in charge of CODF’s departments, and report to the Board of Directors for decision;
(8) Put forth an annual report on budget for revenue and expenditure and final accounts, and submit them to the Board of Directors for review;
(9) Decide on the recruitment of full-time staff for each department of CODF;
(10) Exercise other duties authorized by this constitution and the Board of Directors.

Chapter IV Management and Use of Property

Article 30 The income of CODF comes from:
(1) Funds and property raised by CODF;
(2) Voluntary donations by natural persons, legal persons or other organizations;
(3) Investment income;
(4) Government funding;
(5) Other legal income.

Article 31 CODF shall abide by laws and regulations in organizing and accepting donations, and in line with the purpose of the foundation and the business scope of public welfare activities.

Article 32 When CODF organizes fundraising, it shall announce to the public the public welfare activities to be carried out and the detailed use plan of the funds after the funds are raised. Major fundraising activities shall be reported to its department in charge and the department of registration for the record.
When CODF organizes fundraising, it shall not apportion or disguise apportionment in any form.

Article 33 The property and other income of CODF are protected by law, and no unit or individual may encroach on, privately divide or misappropriate it.

Article 34 CODF uses the property in accordance with the purpose stipulated in the constitution and the business scope of public welfare activities; the donation agreement specifies the specific use method of donation, and it is used according to the donation agreement.
When the donated materials cannot be used in line with the purpose of CODF, it may auction or sell them in accordance with the law, and the proceeds will be used for the purpose of donation.

Article 35 The property of CODF is mainly used for:
(1) Funding public welfare activities in line with the purpose of CODF;
(2) Public welfare projects for the purposes, objects and methods designated by the donors and sponsors;
(3) Rewarding institutions and individuals who have made outstanding contributions to the marine cause;
(4) Expenses for the daily operation, management and fundraising of CODF.

Article 36 The major fundraising activities of CODF refer to:
(1) In accordance with the provisions of national laws, the fundraising activities that are subject to approval or are nationwide;
(2) Fundraising activities with an estimated donation amount of more than 10 million yuan;
(3) Fundraising activities abroad.
The significant investment activities of CODF are:
(1) Annual investment plan;
(2) Investment activities in which the cash of foreign investment exceeds 5 million yuan (inclusive).

Article 37 CODF realizes the preservation and appreciation of the fund in accordance with the principles of legality, safety and effectiveness.

Article 38 CODF shall meet the national standards on the annual expenditure and annual management expenses of charitable organizations to carry out charitable activities.

Article 39 When CODF conducts public welfare funding projects, it shall disclose to the public the types of public welfare funding projects and the procedures for application and review.

Article 40 Donors have the right to inquire about the use and management of donated properties to CODF, and to make comments and suggestions. As for the inquiries of donors, CODF shall answer in a timely and truthful manner.
If CODF uses the donated property in violation of the donation agreement, the donor has the right to require CODF to abide by the donation agreement or apply to the people’s court to revoke the donation and rescind the donation agreement.

Article 41 CODF may sign an agreement with the recipient to agree on the method of funding, the amount of funding, and the purpose and use of the funds.
CODF has the right to supervise the use of funds. If the recipient fails to use the funds in line with the agreement or has other violations of the agreement, CODF has the right to terminate the funding agreement.

Article 42 CODF shall implement the national accounting system, conduct accounting in accordance with the law, establish and improve the its accounting supervision system, and ensure the legality, authenticity, accuracy and integrity of accounting materials.
CODF accepts tax and accounting supervision implemented respectively by the tax and accounting authorities based on the law.

Article 43 CODF has professionally qualified accountants. Accountants may not also be cashiers. When accountants transfer jobs or leave their jobs, they must go through the handover procedures with the receivers.

Article 44 CODF’s business and financial year is from January 1st to December 31st each year. Before March 31st of each year, the Board of Directors shall examine and approve the following items:
(1) The work report and the final account of the income and expenditure of the previous year;
(2) The work plan and budget of the income and expenditure for the current year;
(3) The inventory of property (including the annual list of donors and related information).

Article 45 CODF shall conduct financial audits when compiling annual work report, re-election, replacement of the legal representative and liquidation.

Article 46 CODF shall meet the national standards on the annual expenditure and annual management expenses of charitable organizations to carry out activities.

Article 47 CODF publishes its annual work report on the media designated by the department of registration, and accepts inquiries and supervision from the public.

Chapter V Termination and Disposal of Residual Property

Article 48 CODF shall be terminated in one of the following circumstances:
(1) Fulfilling the purpose stipulated in this constitution
(2) Unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the constitution;
(3) CODF is divided or merged.

Article 49 The termination of CODF shall be reported to its department in charge for review and approval within 15 days after the approval of its Board of Directors. Within 15 days after the review and approval of its department in charge, it shall apply to the department of registration for cancellation of registration.

Article 50 Before CODF cancels its registration, it shall establish a work group of liquidation under the guidance of the department of registration and its department in charge to complete the liquidation work.
CODF shall cancel the registration in the department of registration within 15 days from the end of the liquidation; no activities other than liquidation shall be carried out during the liquidation period.

Article 51 The remaining property after the cancellation of CODF shall be used for activities or projects for the public welfare of marine undertakings under the supervision of its department in charge and the department of registration.
If the remaining property cannot be handled according to the above procedures, the department of registration will organize donations to charitable organizations with the same nature and purpose as CODF, and announce it to the public.

Chapter VI Amendments to the Constitution

Article 52 Amendments to this constitution must be reported to the CODF’s department in charge for review and approval within 15 days after the approval of its Board of Directors. After being examined and approved by its department in charge, the amendments shall be reported to the department of registration for approval.

Chapter VII Supplementary Provisions

Article 53 This constitution was voted and approved by the first meeting of the second Board of Directors on December 26th, 2020.

Article 54 The right to interpret this constitution belongs to CODF’s Board of Directors.

Article 55 The constitution shall go into effect on the date of approval by the department of registration.