Article 1 The name of this Foundation is: Tsinghua University Education Foundation, hereinafter referred to as Tsinghua Foundation. The English translator is Tsinghua University Education Foundation, or TUEF for short.

Article 2 The Foundation is a non-public offering foundation.

Article 3 The purpose of this Foundation is to promote the development of China's education, improve the quality of education and academic level, and win the support and donations from domestic and foreign organizations and individuals. The Foundation abides by the Constitution, laws, regulations and national policies, abides by social ethics and serves social welfare undertakings.

Article 4 The original fund of the Foundation is 20 million yuan, which comes from voluntary donations from domestic and foreign enterprises and individuals.

Article 5 The registration authority of this Foundation is the Ministry of Civil Affairs of the People's Republic of China, and the competent business unit is the Ministry of Education of People's Republic of China (PRC).

Article 6 The domicile of the Foundation is in Tsinghua University.

Chapter II Scope of Business

Article 7 The business scope of public welfare activities of the Foundation:

(a) to raise funds from all walks of life, mainly from voluntary donations from domestic and foreign enterprises, social organizations and individuals;

(two) the establishment of financial support projects, mainly used for:

1. Support the improvement of teaching and research facilities (including buildings, instruments and equipment, books and materials, etc. );

2. Funding teaching and research, scientific and technological research projects and monograph publishing;

3. Attracting internationally renowned scholars to give lectures and teach in China;

4. Funding international cooperation projects between universities and international academic conferences;

5. Establish scholarships, grants and scholarships;

6. Funding activities conducive to the development of students' comprehensive quality;

7. Funded projects established according to the wishes of donors.

(three) entrusted by international organizations and domestic and foreign groups, organize experts to conduct special research, investigation and training.

Chapter III Organization and Person in Charge

Article 8 The Foundation consists of 25 directors. The term of office of the directors of the foundation is five years, and they can be re-elected if they are re-elected.

Article 9 Qualifications of directors:

(a) support the articles of association of the foundation and be enthusiastic about social welfare undertakings;

(2) Donate more than 6,543,800 yuan (including 6,543,800 yuan) to the Foundation or have certain influence in the Foundation's business (industry or discipline);

(three) due diligence, honesty and self-discipline;

(4) Having full capacity for civil conduct.

Article 10 Election and removal of directors:

(1) The first directors shall be nominated by the competent business unit, major donors and sponsors respectively and determined through consultation.

(2) When the board of directors is reelected, the competent business unit, the board of directors and major donors jointly nominate candidates and organize a reelection leading group to organize all candidates to jointly elect a new board of directors.

(3) The replacement or increase of directors shall be approved by the board of directors and reported to the competent business unit for examination and approval;

(four) the results of the election and recall of directors shall be reported to the registration authority for the record;

(5) Those who have close relatives shall not serve on the board of directors at the same time.

Article 11 Rights and obligations of directors:

(a) to enjoy the right to vote, to be elected and to vote of the Foundation;

(two) enjoy the right to supervise and guide the work of the foundation;

(3) Implementing the resolutions of the Council;

(four) to perform their duties and earnestly safeguard the legitimate rights and interests of the foundation;

(five) to ensure the legitimate use of donated funds and the preservation and appreciation of the fund.

Article 12 The decision-making body of the foundation is the board of directors. The Council shall exercise the following functions and powers:

(a) to formulate and amend the articles of association;

(two) to elect and recall the chairman, vice chairman and secretary general;

(3) Deciding on plans for major business activities, including plans for fund raising, management and use;

(4) Annual budget and final accounts;

(five) to formulate internal management system;

(6) Deciding to set up offices, branches and representative offices;

(7) To decide on the appointment of deputy secretaries-general nominated by the Secretary-General and principal responsible persons of various institutions;

(eight) to listen to and consider the work report of the Secretary-General and inspect the work of the Secretary-General;

(9) To decide on the division, merger or termination of the foundation;

(10) To decide on other major matters.

Article 13 The Council shall meet twice a year. The meeting of the board of directors shall be convened and presided over by the chairman.

If 1/3 directors propose, a board meeting must be held. If the chairman is unable to convene the meeting, the proposing director may elect the convener.

When convening a board meeting, the chairman or convener shall notify all directors and supervisors five days in advance.

Article 14 The meeting of the board of directors can only be held when more than two thirds of the directors are present. The resolution of the board of directors shall be valid only if it is approved by more than half of the directors present.

Resolutions on the following important matters shall be valid only after being voted by the directors present at the meeting and approved by more than two thirds of the directors:

(1) Amending the Articles of Association;

(two) to elect or recall the chairman, vice chairman and secretary general;

(3) Major investment activities stipulated in the articles of association;

(4) Division and merger of foundations.

Article 15 Minutes of meetings of the Council shall be made. Where a resolution is made, minutes 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 articles of association and causes losses to the foundation, the directors who participated in the resolution shall bear the responsibility. However, if it is proved that the director opposed the voting and recorded it in the minutes of the meeting, he may be exempted from liability.

Article 16 The Standing Council is the executive body of the Council, which leads the Council to carry out its daily work during the intersessional period and is responsible to the Council. The Standing Council shall exercise the following functions and powers:

(1) Implementing the resolutions of the Council;

(2) Prepare to convene a board meeting.

Article 17 The executive council shall be convened only when more than two thirds of the executive directors are present, and its resolutions shall take effect only after being voted by more than two thirds of the executive directors present at the meeting.

Article 18 The Foundation has 1 supervisors. The term of office of a supervisor is the same as that of a director, and can be re-elected at the expiration of the term.

Article 19 Directors, close relatives of directors and foundation accountants shall not serve as supervisors.

Article 20 Election and removal of supervisors:

(1) The supervisors shall be selected by the major donors and the competent business unit respectively;

(two) the registration authority according to the needs of the work;

(3) The change of supervisors shall be handled in accordance with relevant procedures.

Article 21 Rights and obligations of supervisors:

The supervisor shall check the financial and accounting information of the Foundation in accordance with the procedures stipulated in the Articles of Association, and supervise the compliance of the Board of Directors with laws and articles of association.

The supervisor has the right to raise questions and suggestions to the board of directors, and report the situation to the registration authority, the competent business unit and the competent tax and accounting departments.

Supervisors shall abide by relevant laws and regulations and the articles of association of the Foundation and faithfully perform their duties.

Twenty-second directors who receive remuneration from the foundation shall not exceed 65,438+0/3 of the total number of directors. Supervisors and directors who do not hold full-time positions in the foundation shall not receive remuneration from the foundation.

Twenty-third foundation directors shall not participate in the decision-making of related matters when their personal interests are related to the interests of the foundation; Directors, supervisors and their close relatives of the Foundation shall not engage in any transactions with the Foundation.

Article 24 The Council shall have a chairman, a vice-chairman and a secretary-general, who shall be elected by the directors from among themselves.

Article 25 The chairman, vice-chairman and secretary-general of a foundation must meet the following conditions:

(1) Having great influence in the business field of the Foundation;

(2) The maximum age of the chairman, vice-chairman and secretary-general shall not exceed 70, and the secretary-general shall be full-time;

(3) Being in good health and able to stick to normal work;

(4) Having full capacity for civil conduct.

Article 26 A person under any of the following circumstances may not serve as the chairman, vice-chairman and secretary-general of the Foundation:

(a) belongs to the current national staff;

(2) Being sentenced to public surveillance, criminal detention or fixed-term imprisonment for a crime, and the execution has not been completed for more than five years;

(3) Being sentenced to deprivation of political rights due to a crime, being executed or being sentenced to deprivation of political rights;

(4) Being the chairman, vice-chairman or secretary-general of a foundation whose registration has been cancelled due to violation of laws, and being personally responsible for the illegal acts of the foundation, and less than five years have passed since the date of cancellation of the foundation.

Article 27 The term of office of the chairman, vice-chairman and secretary-general of the Foundation shall be five years, and the term of office shall not exceed two terms. If it is necessary to be re-elected for more than the last term due to special circumstances, it shall be approved by the special procedures of the Council, reported to the competent business unit for review, and approved by the registration authority before taking office.

Article 28 The chairman of the foundation is the legal representative of the foundation. The legal representative of the foundation does not concurrently serve as the legal representative of other organizations.

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

During the term of office of the legal representative of the Foundation, if the Foundation violates the Regulations on the Administration of Foundations and the Articles of Association, the legal representative shall bear relevant responsibilities. If the legal representative neglects his duty, resulting in illegal acts or property losses of the Foundation, the legal representative shall bear personal responsibility.

Article 29 The chairman of the Foundation 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;

Signing important documents on behalf of the Foundation;

(4) Deciding on other major matters.

The vice chairman and secretary general of the Foundation shall work under the leadership of the chairman, and the secretary general shall exercise the following functions and powers:

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

(2) Organizing the implementation of the annual public welfare activity plan of the Foundation;

(three) to formulate plans for raising, managing and using funds;

(four) to propose the appointment or dismissal of the Deputy Secretary-General and the principal responsible persons of offices, branches, representative offices and units, which shall be decided by the Council;

(5) Coordinating the work of branches, representative offices and entities;

(six) to decide on the employment of full-time staff in all offices, branches, representative offices and entities;

(seven) the articles of association and other powers granted by the board of directors.

Chapter IV Management and Use of Property

Article 30 The Foundation is a non-public offering foundation, and its income comes from:

(1) Voluntary donations from natural persons, legal persons or other organizations;

(2) government funding;

(3) Income from activities or services provided within the approved business scope;

(4) Investment income;

(5) Other lawful income, etc.

Article 31 The foundation shall abide by laws and regulations when accepting donations, and conform to the purpose stipulated in the articles of association and the business scope of public welfare activities.

Article 32 The property and other income of the Foundation shall be protected by law, and no unit or individual may occupy, privately divide or misappropriate it.

Article 33 The foundation shall use the property in accordance with the purposes stipulated in the articles of association and the business scope of public welfare activities; The donation agreement stipulates the specific purpose of the donation and shall be used in accordance with the provisions of the donation agreement.

When the donated materials cannot be used for the purpose of the foundation, the foundation can auction or sell them according to law, and the income will be used for the purpose of donation.

Article 34 The property of the Foundation shall be mainly used for:

(a) according to the resolution of the board of directors, funds allocated for various public welfare undertakings;

(two) the necessary expenses to maintain the normal operation of the foundation and the corresponding fundraising funds;

(3) Other funds that meet the articles of association of the Foundation.

Article 35 The major investment activities of the Foundation refer to all kinds of investment activities of more than 5 million yuan in financial and other fields in order to maintain and increase the value of the Foundation's funds.

Article 36 A foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness.

Article 37 The annual expenditure of the foundation for engaging in public welfare undertakings as stipulated in the articles of association shall not be less than 8% of the fund balance of the previous year.

The salary, welfare and administrative expenses of the staff of the Foundation shall not exceed 65,438+00% of the total expenditure of that year.

Article 38 foundations shall disclose the types, application and evaluation procedures of public welfare funded projects.

Thirty-ninth donors have the right to inquire about the use and management of donated property from the Foundation, and put forward opinions and suggestions. The foundation shall give a timely and true answer to the donor's inquiry.

If the foundation uses the donated property in violation of the donation agreement, the donor has the right to require the foundation to abide by the donation agreement or apply to the people's court to cancel the donation or terminate the donation agreement.

Article 40 A foundation may sign an agreement with the donee to stipulate the way and amount of funding, as well as the use and method of funds.

The foundation has the right to supervise the use of funds. If the recipient fails to use the grant as agreed or violates the agreement, the Foundation has the right to terminate the grant agreement.

Article 41 The Foundation shall implement the unified national accounting system, conduct accounting according to law, establish and improve the internal accounting supervision system, and ensure the legality, truthfulness, accuracy and completeness of accounting data.

The Foundation accepts the tax supervision and accounting supervision implemented by the competent tax and accounting departments according to law.

Article 42 The Foundation is equipped with accountants with professional qualifications. Accounting personnel shall not concurrently serve as cashiers. When an accountant transfers his job or leaves his post, he must go through the handover procedures with the recipient.

Article 43 The operating fiscal year of the Foundation is June+10/October 1 day to 1 February, 6438. Before March 3 1, the board of directors will examine and approve the following matters:

(a) the business report and final accounts of the previous year;

(2) Annual business plan and budget;

(3) list of property.

Article 44 The foundation shall conduct annual inspection, change, change of legal representative and liquidation, and conduct financial audit.

Forty-fifth foundations shall, in accordance with the provisions of the Regulations on the Administration of Foundations, accept the annual inspection organized by the registration authority.

Forty-sixth after passing the annual inspection by the registration authority, the foundation will publish the annual work report in the media designated by the registration authority, and accept public inquiries and supervision.

Chapter V Termination and Disposal of Surplus Property

Article 47 The Foundation shall be terminated under any of the following circumstances:

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

(two) unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the articles of association;

(3) Division or merger of foundations;

(4) Other circumstances.

Article 48 The termination of the foundation shall be reported to the competent business unit for approval within 15 days after the board of directors votes. Apply to the registration authority for cancellation of registration within 15 days after the approval of the competent business unit.

Article 49 Before going through the cancellation of registration, the foundation shall set up a liquidation organization under the guidance of the registration authority and the competent business unit to complete the liquidation work.

The foundation shall cancel the registration with the registration authority within 15 days from the date of liquidation; Activities other than liquidation shall not be carried out during the liquidation period.

Article 50 The remaining property after the cancellation of the foundation shall be used for public welfare undertakings in the following ways under the supervision of the competent business unit and the registration authority:

(1) The surplus property designated for donation shall be used for other public welfare purposes designated by the donor after consultation with the donor (or its beneficiary);

(two) the remaining property of the foundation, after obtaining monetary funds through public auction, will be donated to social welfare organizations free of charge.

If it cannot be handled in the above way, the registration authority will organize donations to social welfare organizations with the same nature and purpose as the foundation and announce them to the public.

Chapter VI Revision of Articles of Association

Article 51 Any amendment to the Articles of Association shall be reported to the competent business unit for approval within 15 days after the approval of the board of directors. After the examination and approval by the competent business unit, it shall be reported to the registration authority for approval.

Chapter VII Supplementary Provisions

Article 52 The Articles of Association was adopted by the board of directors on July 6, 2004.

Article 53 The right to interpret the Articles of Association belongs to the Council.

Article 54 The Articles of Association shall come into force as of the date of approval by the registration authority.