ARTICLES OF ASSOCIATION OF
LUMBINI BUDDHA HOLY LAND CONSTRUCTION CHARITY FOUNDATION
Purpose
The Lumbini Buddha Holy Land Construction Charity Foundation is a relatively oriented Buddhist Project Foundation founded in Hong Kong by Hong Kong Buddhist believers as well as people from business and culture sectors who advocate for Buddhist causes. Approved by the Hong Kong Police Force and having the status of an independent legal entity, the nonprofit organization is committed to disseminate Buddhist culture, philanthropy and education work, which seeks to encourage the harmonious development of society by promoting Buddhist Culture. Majority of the donations raised will be used for the construction of the pilgrimage site of Lumbini Buddha Holy Land. Listed below are the detailed articles of Lumbini Buddha Holy Land Construction Charity Foundation:
Chapter I: General Provisions
Article 1
The Chinese name of the Foundation is: 蓝毗尼佛陀圣地建设慈善基金总
The English name is: Lumbini Buddha Holy Land Construction Charity Foundation.
Article 2
The Foundation is public fund and solicits donations globally, regardless of. geographic area.
Article 3
The Foundation will abide by the basic law of Hong Kong along with laws, regulations and national policies; adhere to social morality; love our country and religion; be compassionate and benefit to the society and all.
Article 4
The original fund amount is HKD $100 million, which comes from self-raised. fund and sponsorship from charitable enterprises.
Article 5
The Hong Kong Police Force is the registration authority of the Foundation.
Article 6
The Foundation is registered at Flat F, 41/F, Block 2, 8 Waterloo road, Kowloon, Hong Kong.
Chapter II: Scope of Business
Article 7
The business scope of public welfare activities of the Foundation:
(1) receiving donations from the Buddhist circles at home and abroad, as well as. donations. from social organizations, enterprises and individuals;
(2) making donations to Buddha's holy places, temples and Buddhist-related. undertakings, and helping people in extreme need;
(3) invest in related supporting projects for the construction of Lumbini Buddha Holy. Land;
Chapter III: Organization and Management
Article 8
The board of directors of the fund shall be composed of several directors. The. term of office of the general director of the fund is 10 years.
Article 9
Qualifications of directors:
(1) persons from various circles of society who have contributed to the development of. Buddhist culture and education;
(2) should have good character, keen to public welfare undertakings, impartial in. handling. affairs, have strong work ability and certain work experience;
(3) to have certain influence in society and leadership skill to unite all parties to. complete. their own work;
(4) to fulfill their duties;
(5) to be honest, impartial, and contribute to charity work.
Article 10
Election and dismissal of directors:
(1) each term of directors shall be nominated by the major donors and sponsors. respectively and determined through joint discussion;
(2) in the event of a change of term of the board of directors, the board of directors and. major donors shall jointly nominate candidates and organize a leadership group for the change of term, and organize all candidates to jointly elect a new term of directors;
(3) the dismissal or appointment of directors shall be voted by the board of directors.
Article 11
Rights and obligations of directors:
(1) to formulate and amend the articles of association, elect and dismiss the Chairman. and Vice Chairman, and appoint and dismiss the Secretary-General, Invite Honorary Chairman;
(2) to examine the work report and financial report submitted by the Chairman, and. examine the raising and use of funds;
(3) to examine, approve and supervise the implementation of major projects and decide. on other major matters;
(4) to decide on awards for persons who have made significant contributions to the Foundation;
(5) the director shall give priority to the projects invested and donated by the board under the same conditions.
Article 12
The decision-making body of the Foundation is the board of directors, which. shall exercise the following functions and powers:
(1) to formulate and amend Articles of Association;
(2) to elect or dismiss the Chairman or Vice Chairmen;
(3) the list of the Secretary-General shall be approved by the Chairman;
(4) to decide on plans for major business activities, including plans for the raising, management and use of funds;
(5) to examine and approve the annual budget, revenues, expenditures and final accounts;
(6) to formulate the internal management system;
(7) to decide on the establishment of management offices, branch offices and representative offices;
(8) to decide on the appointment of Deputy Secretary-General nominated by Secretary-General and the head of major organizations;
(9) to listen and examine Secretary-General’s work report and to examine his/her work;
(10) to decide on the division, merger or termination of branches of Foundation;
(11) to decide on other major matters.
Article 13
The board shall hold one or two meetings each year, which shall be convened. and hosted by the Chairman.
If over two-thirds of the directors proposed, a board meeting should be. convened. If the Chairman is unable to convene, the proposed directors may elect the convener.
The Chairman or convener shall notify all directors and supervisors 5 days in advance of the board meeting.
Article 14
The meeting of the board of directors shall be convened only when more than. 2/3 of the directors are present; The meeting of directors shall be valid only if more than half of the directors are present.
Decisions on the following important matters shall be subject to the votes of. the. directors present.
(1) amendment of the Articles of Association;
(2) to elect or dismiss the Chairman or Vice Chairmen, and to appoint or replace the. Secretary-General;
(3) major fund-raising activities as stated in the Articles of Association;
(4) division and merger of (branches) of the Foundation.
Article 15
Minutes of Meeting of the board shall be kept. If a decision is made, minutes of. the meeting shall be prepared in the meeting and to be reviewed and signed by the directors present. If a decision from the board of directors violates laws, regulations or Articles of Association, thus causing losses to the Foundation, the directors participating in the decision shall be liable. However, the director shall be exempted from liability upon proof of opposition at the time of voting and recorded in the minutes of the meeting.
Article 16
The Foundation shall always have one supervisor. The term of office of a. supervisor shall be the same as that of a director and may be renewed upon expiration of the term.
Article 17
Directors, close relatives of directors and financial and accounting personnel of. the Foundation cannot serve as supervisor.
Article 18
Election and Dismissal of Supervisor:
(1) supervisor is appointed by major donors;
(2) the change of the supervisor shall be in accordance with the procedure for his/her. appointment.
Article 19
Rights and Obligations of Supervisors:
The supervisor shall inspect the financial and meeting information of the. Foundation in accordance with the procedures stated in the Articles of Association, and shall supervise the compliance of the board of directors with laws and regulations.
The supervisor shall attend the meetings of the board and have the right to make inquiries and suggestions to the board.
The supervisor shall abide by the relevant laws and regulations and the Articles of Association of Foundation and faithfully perform his/her duties.
Article 20
The number of directors who receive remuneration from the Foundation shall. not exceed one third of the total number of directors. Supervisors and directors who do not work full-time in the Foundation shall not receive remuneration from the Foundation.
Article 21
The board of directors shall have a President and Vice Presidents, who shall be. elected from among the directors.
Article 22
the Chairman, Vice Chairman and Secretary-General of the Foundation shall. meet the following conditions:
(1) having significant influence on the business of the Foundation;
(2) the Secretary-General shall be nominated by the Chairman and approved by the. board through meeting. The Secretary-General and the Deputy Secretary-General shall be the staff of the Foundation and shall be responsible to the Chairman;
(3) to be in good health and able to work;
(4) having full capacity for civil action.
Article 23
Any person who falls under any of the following circumstances shall not serve. as Chairman, Vice Chairman or Secretary-General of the Foundation:
(1) current civil servant;
(2) appointed as president, vice president or secretary-general in deregistered. foundation within 5 years due to the violation of law, and has personal responsibility to the cause of violation.
Article 24
The Chairman and Vice Chairman of the Foundation shall serve for a term of. ten years and shall not be re-elected for more than two terms. If, under special circumstances, it is necessary to extend the term of office, it shall be voted through the special procedure of the board of directors.
Article 25
The Chairman or Executive Vice Chairman should be the legal representative. of. the Foundation. The legal representative of the Foundation shall not concurrently serve as the legal representative of other religious organizations.
The legal representative of the Foundation shall be a legal citizen.
During the term of office of the legal representative of the Foundation, if the. Foundation violates the regulations on the stated Articles of Association, the legal representative shall bear the relevant responsibilities. If the legal representative's dereliction of duty leads to any illegal act or asset loss of the Foundation, the legal representative shall bear personal responsibility.
Article 26
The Chairman of the Foundation shall exercise the following functions and powers:
(1) to convene and host meetings of the board of directors;
(2) to inspect the implementation of the decisions of the board;
(3) signing important documents on behalf of the Foundation;
Article 27
The Vice Chairman of the Foundation shall assist the Chairman in conducting the daily work. Under the leadership of the Chairman, the Secretary-General shall assist the Executive Vice Chairman in exercising the following functions and powers:
(1) to take charge of the daily work and organize the implementation of the directions of the board;
(2) to organize and implement the annual public welfare activity plan of the Foundation;
(3) to draw up plans for the raising, management and use of funds;
(4) to formulate rules and regulations for the internal management of the Foundation and submit them to the board of directors for examination and approval;
(5) to coordinate the work of various organizations;
(6) to appoint or dismiss the Deputy Secretary-General and financial director with the approval of the Chairman;
(7) to appoint or dismiss the head of each organizations with the approval of the Chairman;
(8) to decide on the employment and dismissal of full-time staff of each organization with the approval of the Chairman;
(9) other powers granted by the board of directors.
Article 28
Membership:
(1) persons from various circles in the society who recognize the Article of Association and wish to serve charitable undertakings may join the association;
(2) the Foundation will not collect membership fee from members (except voluntary donations).
Article 29
Rights and obligations of members:
(1) Members shall have the right to participate in various activities organized by the Foundation and shall have priority in enjoying the information of the association;
(2) Members are obliged to abide by the Articles of Association, publicize the purposes of the Foundation, safeguard the legitimate rights and interests of the Foundation, and take an active part in all activities of the Foundation.
Article 30
Establishment of branches:
(1) when establishing branches in accordance with the needs of the business development of the Foundation, it shall be implemented in accordance with 11th rule of article 12 from Chapter III and 4th rule of article 14 of the Articles of Association;
(2) the appointment of the head of a brach shall be made in accordance with the procedures stated in 1st rule of article 30.
Chapter IV: Management and Use of Asset
Article 31
The Foundation is a public fund foundation. The income of the Foundation comes from:
(1) donations by various parties;
(2) donation boxes for specific public welfare undertakings;
(3) return on investment.
Article 32
The Foundation shall abide by laws and regulations when raising and accepting donations, and shall comply with the purposes stated in the Articles of Association and the business scope of public welfare activities.
Article 33
The Foundation shall, when collecting donations, announce to the public the public welfare activities to be carried out after the funds have been raised and the detailed plan for the use of the funds.
Article 34
Asset and other income of the Foundation shall be protected by law.
Article 35
Wages, insurance, medical treatment and welfare of full-time staff of the Foundation shall be subject to the law of the Hong Kong government.
Article 36
The Foundation will always use the asset in accordance with the purposes in the Articles of Association and the business scope of public welfare activities; The donation agreement specifies the specific use of the donation and will be used according to the of the donation agreement.
If the donated goods cannot be used for the purpose of the Foundation, the Foundation, in accordance with the auction or sale, use the proceeds for the purpose of donation.
Article 37
Assets of the fund are mainly used for:
(1) the related undertaking of the pilgrimage site of Lumbini Buddha Holy Land in Nepal;
(2) to aid single elders, orphans and disabled children;
(3) to provide assistance to patients suffering from diseases in disadvantaged groups.
Article 38
The major fundraising activities of the Foundation refer to the fundraising activities of major construction projects of Buddha's Holy Sites and major Buddhist activities.
Article 39
The donor shall have the right to inquire the Foundation on the use and management of the donated asset and make suggestions. The Foundation shall promptly and truthfully respond to the donor's inquiries.
If the donation is used in violation of the donation agreement, the donator shall have the right to request the donation agreement to be complied with or apply to the court of Hong Kong where the donation is registered to withdraw the donation and terminate the donation agreement.
Article 40
The Foundation may enter into an agreement with the recipient on the mode of funding, the amount of funding and the use of the fund.
The Foundation always has the right to monitor the use of the fund. If the recipient fails to use the fund as agreed in the agreement or otherwise violates the agreement, the Foundation shall have the right to terminate the funding agreement.
Article 41
The Foundation shall conduct accounting in accordance with the law, establish and improve the internal accounting supervision system, and ensure that accounting data are lawful, true, accurate and complete.
The Foundation will always be subject to tax and accounting supervision implemented by tax and accounting authorities according to law.
Article 42
The Foundation will always cooperate with accountants with professional qualifications. An accountant may not be a cashier. Accounting personnel must transfer his/her work with receiving party upon work transfer or dismissal.
Article 43
January 1 to December 31 of each year is the business and fiscal year for the Foundation. Before March 31 of each year, the board of directors shall examine and approve the following matters:
(1) the business report of the previous year and the final accounts of revenue and expenditure;
(2) business plan and budget of revenue and expenditure for the current year;
(3) asset inventory (annual list of donors and related information).
Article 44
Financial audit shall be conducted for the Foundation in the event of a change of term, change of legal representative and liquidation.
Article 45
The Foundation shall announce to the members after annual review by the board of directors and board of supervisors.
Article 46
The Foundation shall publish the annual report on the official website for public inquiry and supervision.
Chapter V: Termination and Disposal of Remaining Asset
Article 47
The Foundation shall be terminated under any of the following circumstances:
(1) fail to fulfill the purposes stated in the Articles of Association;
(2) fail to continue to engage in public welfare activities in accordance with the purposes stated in the Articles of Association;
(3) division, merger or other situation of the Foundation.
Article 48
If the Foundation is terminated at any time, an application for deregistration shall be filed with the registration authority within 15 days after the vote of the board of directors.
Article 49
The remaining asset after the deregistration of the Foundation shall be distributed in the following way after being voted by more than 2/3 of the directors of the board of directors:
(1) to support Buddhist temples;
(2) to support the improvement of housing or facilities for elder homes or orphanages;
(3) to support disadvantaged persons in disadvantaged groups;
(4) to transfer to Buddhist charities.
Chapter VI: Amendment of Articles of Association
Article 50
The amendment of the Articles of Association shall be submitted to the registration authority for approval within 15 days after the board has voted for the amendment.
Chapter VII: Appendix
Article 51
The Articles of Association shall be voted by the board of directors.
Article 52
The board of directors reserve the right of final interpretation of Article of Association.
Article 53
The Articles of Association shall come into force on the date of approval by the registration authority.
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