THE CONSTITUTION OF THE FOUNDATION

Section1. Name and address:
The organization is named as C-A Education Development Foundation(referred as the “foundation”).The headquarters is located in California USA.
Address: 1615 N Garfield Ave. Alhambra CA 91801
The board of directors of the foundation has the right to change address at any time.

Section 2.Nature and purpose
Article1.
The foundation is non-profit organization as specified in section501(c)(3) of the Internal Revenue Code including for such purpose, the making of distributions to organizations that qualify as exempt organizations undersection501(c)(3) of the Internal Revenue code
and bylaws of California USA.

Article2.
The specific objectives and purposes of this foundation shall be to raise money from any available sources mainly from North America at present to promote the education in China, especially focus on to help rural students in schools left behind for better education in order to improve educational facilities and conditions.

Article3.
The foundation raise money mainly from USA, it also receives donations from other countries.
Section3. Members
Article1.
Membership: The member of the foundation should qualify as follows:
1) Submit member fee in time.
2) Admit and obey the constitution of the foundation and other relevant regulations to the member.
3) The members are not permitted to do anything which is harmful to the activities of the interests of the foundation, the purpose and the fame.
Article2.
If somebody will apply for the membership, he or she would apply to the member of the foundation and register in donor service group. The applicant would become member after the approval of the application. The applicant should not pay the application fee.

Article3.
The member fee is up to the foundation. The member fee for the time being:

$40.00 for regular member; $20.00 for student member; $100.00 for sponsor member and
$50.00 for eternal member. The foundation will adjust the member fee if it is necessary.

Article4.
The right and obligation of the member
The difference between general donor and the member is as follows:
1) The member has the right to vote or to be voted as the board of directors of the
Foundation.

2) The member is willing to be volunteers as the general donor could not be.
3) The member will receive the information from the foundation about the activities.
and the process of the foundation.
4) The member should admit the constitution of the foundation and other relevant
Regulations; should obey it; safeguard the interests and the fame of the foundation.
5) The member has to submit the member fee on time every year.

Article5.
The membership maybe cancelled if under the following two circumstances: 1) The member actively asks to leave the foundation and get approval. 2) The member disobey
The constitution of the foundation of Article 4.1) about the condition of the membership.

Section4.
Article1.
The board of directors of the foundation will be voted by the members at the member conference every two year. The term of office is two years. During the term of office, the board of directors has the right to increase or decrease the directors according to its necessary. It is determined by the board of directors for the increasing or decreasing of
Directors and the quorum should be over 2/3.

Article2.
The election for the new board of directors should follow the last board of directors for the means and steps and it will be determined by letters, e-mail or by raising hands.

Article3.
The board of the directors is the highest right organization including the election or appointment of the chief executive officer and other member of the executive committee
Approved. All the activities of the foundation is under the leadership of the board of
Directors.

Article4.
The board of directors of the foundation will have a regular meeting every two months, the chairperson of the board of directors will host the meeting. If the chairperson of the
Board of directors is absent, the secretary general will host the meeting. Each director
Would receive a notice about the time, site, agenda at least 3 days prior to the meeting of the board of directors. Each affair will be decided by ballot.
Article5.
If any director of the board would resign, he or she should submit the written resignation to the chairperson of the board of directors. The date of resignation is valid until the date of next meeting of the board of directors.

Article6.
The directors of the board are volunteers, they do not get pay.

Section5.
Article1.
The major members of the foundation
The major members of the foundation are chairperson of the board of directors, several deputy chairperson of the board of directors, secretary general, deputy secretary general,
Financial officer and so on.

Article2.
The chairperson of the board of directors, secretary general and financial officer will be elected by the board of directors. The deputy chairperson of the board of directors and other positions will be recommended by the chairperson of the board of directors.

Article3.
The chairperson of the board of directors is responsible for the general routine and operation for the foundation; convene and host a meeting for all the members of the
Foundation; the board of directors or the meeting of the executive committee; represents
The foundation for external liaison.

Article4.
The job of the deputy chairperson of the board of directors is to assist chairperson to complete the work. The deputy of chairman of the board of directors in the meantime holds two on more posts concurrently for the foundation. If the chairperson of the board of directors is not available for the official business, the chairperson will appoint one deputy chairperson or recommended by the board of directors to exercise authority of
The chairperson of the board of directors.

Article5.
The secretary general will takes notes of the event (main points) and important decision
Precisely in conference of the foundation or in conference of the executive committee;
Count the result of formal votes; distribute the conference record to the member of the executive committee or the member of the foundation; manage the record of the conference and the important documents of the foundation; to inform the directors to have a meeting for the board of directors; help the chairperson deal with the routine duties.

Article6.
The financial officer is in charge of financial work; to examine and approve the pay
(expenditure); to make financial budget and financial report for the foundation; filing
Income tax; responsible for the job of the financial committee; to make annual report in fiscal year conference of the foundation; submit the written report to the meeting of the executive committee and the board about the information of revenue and expenditure since the last conference.

Section6.
The committee
Article1. The foundation sets up the executive committee and the other work committee or work group under the leadership of the executive committee for the operation of routine work of the foundation. The executive committee is responsible for the operation and the management of the foundation.

Article2.
The executive committee consists of parts or all main officers in charge including other elected member of the executive committee. The numbers of the executive committee should be at least five persons and should be single number.

Article3.
It is nominated by the chairperson of the board of directors and decided by majority vote of the board of directors for the election results of the member of the executive committee and the increasing and cancellation of the member of the executive committee.

Article4.
The other chairperson of the committee and the group leader are decided and appointed by the chairperson of the board of directors. It is nominated by the chairperson of the
Committee or the group leader and approved by the chairperson of the board of directors
For the increasing or decreasing of these committees and the members of the group.

Article5.
Any member of the foundation, director or the member of the executive committee may
Participate in one or more committee or group. If they will join any committee or group,
They should apply to the officer in charge of the committee or the group directly; the said
Officer should make a report to the secretary general about the info of the members of each committee or group to put on file.

Section7.
The amendment of the constitution of the foundation
The amendment of the constitution of the foundation may be passed by a two-thirds vote at the annual meeting of the foundation or at the next meeting of the board. The proposed
Amendment of the constitution of the foundation should be decided by mail or 14 days prior to the meeting; or decided by e-mail 7 days prior to the meeting; or send a letter by
The chairperson of the board of directors or by the secretary general.

Section8.
Article1.
The status and dismissal of the foundation is organized under section501(c)(3) of the Internal Revenue Code USA. The foundation shall not carry on any activities not permitted to be carried on (1) since 1986 by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue code or (2) since 1986 by a corporation, contributions to which are deductible under 170(c) (2) of the Internal
Revenue Code (or future relevant income tax code).

Article2.
If the foundation dismisses, its property would be distributed to one or more or
Organization. under section 501(c) (3) of the federal income tax of USA( or future relevant income tax code) or for the public welfare, federal government, state or local
Government. Any other surplus property will be judged by the county lawsuit court which the foundation located in accordance with the purposes of the establishing of the
Foundation.

Copyright:
C-A Education Development Foundation
Add: 20128 Roscoe Blvd., Canoga Park, CA 91306+