Articles of Association of Zhengzhou Shanhai Calligou Museum (Revised)

Articles of Association of Zhengzhou Shanhai Callicarpa Museum

Chapter I General Provisions

Article 1 The name of this unit is Zhengzhou Shanhai Dujia Museum.

Article 2 The nature of this unit is a non-profit social organization which mainly uses assets such as non-state-owned cultural relics, specimens, materials and funds to organize and engage in social education and cultural service activities voluntarily.

Article 3 The purpose of this unit is to abide by the Constitution, laws, regulations and national policies, practice socialist core values, and inherit Chinese excellent traditional culture. It shall not violate the basic principles set by the Constitution, endanger national unity, security and national unity, or harm national interests, social public interests and the legitimate rights and interests of other social organizations and citizens, and abide by social morality, with the purpose of education, research and appreciation. Collect, protect, study and display the witnesses of human beings and the natural environment, and serve the sustainable development of economy, society and human beings.

Article 4 The registration authority of this unit is Zhengzhou Civil Affairs Bureau; The competent business unit of this unit is Zhengzhou Cultural Relics Bureau. This unit accepts the supervision and management of the registration authority, the competent business department, the business guidance department and other relevant functional departments.

Article 5 The domicile of this unit is the 4th floor, 6th floor, Xiangyun Street, West District, Wenbo City, at the intersection of Dongfeng South Road and Jingbei Sixth Road, Zhengzhou City, Henan Province.

Article 6 Where the articles in the Articles of Association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.

Chapter II Organizers, Start-up Funds and Business Scope

Article 7 The organizer of this unit is Henan Dongzhou Culture Development Co., Ltd.. Organizers enjoy the following rights:

(a) to understand the operating status and financial status of the unit;

(2) Recommend directors and supervisors;

(three) have the right to consult the minutes of the board of directors (bureau) (hereinafter referred to as the Council) and the financial and accounting reports of the unit;

Article 8 Start-up capital of this unit: 1 million yuan; Investor: Henan Dongzhou Culture Development Co., Ltd., amount: one million yuan.

Article 9 The business scope of this unit

(1) collecting and displaying the collection;

(2) Academic research;

(3) the popularization of the culture;

Chapter III Organizational Management System

Article 10 This unit has a board of directors, with five members, namely Zhou Yunxiang, Wang Yanli, Chen Xiujuan, Zhou Ting and Zhou Pu.

The term of office of the directors is 5 years, and they can be re-elected if re-elected.

The board of directors shall have one chairman and one vice chairman.

Article 11 The Council is the decision-making body of the unit and performs the following duties:

(1) Amending the Articles of Association;

(2) Business activity plan;

(three) to consider the annual financial budget and final accounts;

(4) A plan to increase the start-up capital;

(five) the division, merger or termination of the unit;

(six) to appoint or dismiss the director of the unit and the deputy director and financial officer of the unit nominated for appointment or dismissal;

(seven) to decide on the appointment and removal of the chairman, vice chairman and directors;

(eight) to determine the candidate for the legal representative, and to appoint and remove the person in charge of the executing agency;

(nine) the establishment of internal institutions;

(ten) to formulate internal management system;

(eleven) the wages and remuneration of employees;

(twelve) to consider major business activities, large property disposal and important foreign activities.

Article 12 The Council shall hold regular meetings every month. In any of the following circumstances, a meeting of the board of directors shall be held:

(a) when the chairman thinks it is necessary;

(2) When more than 1/3 directors jointly propose.

Article 13 The vice chairman shall assist the chairman in his work; If the chairman fails to perform his duties, more than half of the directors shall jointly recommend a vice chairman or director to convene and preside over the meeting.

Article 14 When convening a board meeting, all directors shall be informed of the time, place and contents of the meeting 10 days before the meeting. If a director is unable to attend the meeting for some reason, he may entrust other directors to attend the meeting on his behalf in writing, and the power of attorney must specify the scope of authorization.

Article 15 A meeting of the board of directors shall be held only when more than half of the directors are present. The meeting of the board of directors is based on one person, one vote system. A resolution made by the Council must be passed by more than half of all the directors.

Resolutions on the following important matters shall be valid only if they are passed by more than 2/3 of all directors:

(1) Revision of the Articles of Association;

(two) the division, merger or termination of the unit;

Article 16 Minutes of meetings of the Council shall be made. Where a resolution is made, minutes of the meeting shall be made on the spot, which shall be reviewed and signed by the directors present at the meeting. If the resolution of the board of directors violates laws, regulations or the articles of association, causing losses to the unit, the directors who participated in the resolution shall bear the responsibility. However, the director may be exempted from liability if it is proved that he opposed the voting and recorded in the minutes of the meeting.

The records of the board of directors shall be filed and kept by the personnel designated by the chairman.

Article 17 The chairman shall exercise the following functions and powers:

(1) Convening and presiding over the meetings of the Council;

(two) to check the implementation of the resolutions of the Council;

(three) other functions and powers stipulated by laws, regulations and the articles of association of the unit.

Article 18 The unit shall have a curator, who shall be responsible to the Council and exercise the following functions and powers:

(a) to preside over the daily work of the unit and organize the implementation of the resolutions of the Council;

(two) to organize the implementation of the annual business plan of the unit;

(three) to formulate plans for the establishment of internal institutions of the unit;

(four) to formulate internal management system;

(five) to propose the appointment or dismissal of the deputy and financial person in charge of the unit;

(six) to appoint or dismiss the person in charge of the internal organization.

The director of this unit attended the meeting of the Council as a non-voting delegate.

Article 19 This unit has two supervisors, namely Yang Xiaorong and Han Chongchong. Yang Xiaorong, supervisor.

Article 20 Supervisors are created or replaced among employees or major donors of their own units, competent business units and personnel selected by the registration authority. The employee representatives among the supervisors are democratically elected by the employees of the unit.

Directors, curators, deputy curators and financial officers of the unit shall not concurrently serve as supervisors.

Article 21 A supervisor shall perform the following duties:

(a) to check the financial affairs of the unit;

(two) to supervise the directors, curators (or deputy curators) of the unit in violation of laws, regulations or articles of association;

(three) when the behavior of the director, curator (or deputy curator) of the unit damages the interests of the unit, it is required to correct it;

Supervisors attend board meetings as nonvoting delegates.

Article 22 The resolution of the supervisor shall be valid only if it is approved by all the supervisors.

Chapter IV Legal Representative

Article 23 The legal representative of this unit is Zhou Yunxiang.

Twenty-fourth in any of the following circumstances, shall not serve as the legal representative of the unit:

(1) Having no or limited capacity for civil conduct;

(2) Being executed with a criminal penalty or criminal compulsory measures;

(3) Being wanted by the public security organ or the state security organ;

(4) Being sentenced to punishment for a crime, and the execution period has not exceeded 3 years, or being sentenced to deprivation of political rights for a crime, and the execution period has not exceeded 5 years;

(5) Being the legal representative of a private non-enterprise unit whose registration has been cancelled due to violation of law, and it has not been more than 3 years since the date of cancellation of registration of the unit;

(six) non China mainland residents;

(seven) there are other circumstances stipulated by laws and administrative regulations.

The legal representative elected or appointed in violation of the provisions of the preceding paragraph is invalid. In case of any of the circumstances listed in the preceding paragraph during the legal representative's term of office, the private non-enterprise unit shall terminate his post in accordance with the provisions of the articles of association.

On-the-job civil servants shall not serve as the legal representatives of private non-enterprise units.

Chapter V Asset Management, Use Principles and Labor Employment System

Article 25 The funds of private non-enterprise units include:

(1) Start-up capital;

(2) government funding;

(3) Income from service activities within the business scope;

(4) Interest;

(5) Donation;

(6) Other lawful income.

Article 26 This unit shall manage its own property in accordance with the principles of legality, safety and effectiveness.

The funds must be used for the development of the business scope and undertakings stipulated in the articles of association, and shall not be distributed among the applicants, donors and responsible persons, and the surplus shall not be distributed as dividends.

No organization or individual may privately divide, misappropriate, intercept or occupy the property of the unit.

This unit shall not provide guarantees to other organizations and individuals with its property or borrow money unrelated to the purpose of the organization, and shall not become a joint and several liability investor of the investment organization.

Twenty-seventh the implementation of the accounting system stipulated by the state, accounting according to law, establish and improve the internal accounting supervision system, to ensure that accounting information is legal, true, accurate and complete.

Accept the tax supervision and accounting supervision implemented by the competent tax and accounting departments according to law.

This unit shall use the account put on record by the registration authority for fund transactions, and shall not use the account of other organizations or individuals.

Twenty-eighth with professional qualifications of accounting personnel. An accountant may not concurrently serve as a cashier. When an accountant transfers his job or leaves his post, he must go through the handover procedures with the receiver.

Twenty-ninth this unit must carry out financial audit before changing or replacing its legal representative.

Thirtieth the labor and social insurance system of this unit shall be implemented according to the laws and regulations of the state and the relevant provisions of the administrative department of labor security of the State Council.

Chapter VI Revision of Articles of Association

Article 31 Any amendment to the Articles of Association shall be submitted to the competent business unit for examination and approval within 15 days after the voting by the board of directors, and to the registration authority for approval within 30 days after the examination and approval by the competent business unit.

Chapter VII Termination and Disposal of Assets after Termination

Thirty-second private non-enterprise units in any of the following circumstances, it shall terminate, and apply to the registration authority for cancellation of registration:

(a) to complete the purpose stipulated in the articles of association;

(two) unable to continue to carry out activities in accordance with the purposes stipulated in the articles of association;

(3) Division or merger occurs;

(4) Dissolving itself;

Article 33 Disposal of surplus property:

(1) Giving priority to paying the liquidation expenses and the remuneration of the members of the liquidation group;

(2) Handling tax cancellation, bank account cancellation and other procedures, and settling taxes and interest;

(three) under the supervision of the registration authority, the competent business unit and other functional departments, donate the remaining property to the social welfare organization with the same nature and purpose as the unit, and make an announcement to the public.

Thirty-fourth termination of this unit shall be reported to the competent business unit for examination and approval within 15 days after the vote of the Council.

Article 35 Before going through the cancellation of registration, this unit shall set up a liquidation organization under the guidance of the registration administration organ, the competent business unit and the relevant authorities to clean up the creditor's rights and debts, dispose of the remaining property and complete the liquidation work.

The remaining property shall be disposed of in accordance with the provisions of relevant laws and regulations. During the liquidation period, no activities other than liquidation will be carried out.

This unit shall, within 15 days from the date of completion of liquidation, go through the cancellation of registration with the registration authority.

Chapter VIII Information Disclosure

Thirty-sixth units shall submit the annual inspection materials of the previous year to the registration authority from March 1st to May 31st every year, and consciously accept the annual inspection.

Thirty-seventh units should make information disclosure files and keep them properly for the information that has been made public.

Thirty-eighth information involving state secrets, commercial secrets and personal privacy, as well as other information that is not disclosed by laws and administrative regulations, shall not be disclosed. Information that the donor does not agree to make public shall not be made public.

Chapter IX Party Building Work

Article 39 This unit adheres to the overall leadership of the Communist Party of China (CPC), and establishes a party organization according to the Constitution of the Communist Party of China and Opinions on Reforming the Management System of Social Organizations to Promote the Healthy and Orderly Development of Social Organizations and relevant regulations. The party organization of this unit belongs to the Party Working Committee of Shangdu Road Office in Zhengdong New District of Zhengzhou City.

Fortieth party organizations in this unit shall organize activities in accordance with the Constitution of the Communist Party of China and relevant regulations, provide necessary conditions for party organizations' activities, hold general elections on schedule, and consciously accept the leadership of party organizations at higher levels.

Chapter X Integrity and Self-discipline System, Brand Building and Social Service Activities

Forty-first units strictly implement the relevant provisions of social organizations on building a clean and honest government and anti-corruption work. Strengthen the construction of a clean and honest culture and integrate the concept of honesty and self-discipline into all work.

Forty-second this unit implements the self-discipline commitment system, actively signs the self-discipline commitment letter and makes it public, strengthens the implementation of responsibilities, and ensures the fulfillment of social commitments. Strengthen the investigation and rectification of potential safety hazards in this unit, strictly implement the responsibility system for production safety, and enhance the awareness of safety precautions.

Forty-third units in accordance with the relevant requirements, strengthen brand building, enhance service capabilities, expand brand promotion, improve social evaluation.

Chapter XI Supplementary Provisions

Article 44 The Articles of Association was adopted by the board of directors on March 23, 2023.

Article 45 The interpretation of the Articles of Association belongs to the Council.

Article 46 The Articles of Association shall come into force as of the date of approval by the registration authority.