Council Charter

SHANGHAI CHARITY FOUNDATION-UNITED WAY FUND COUNCIL CHARTER

March, 2014    

Article 1  VISION AND MISSION

United Way Worldwide (UWW) and Shanghai Charity Foundation (SCF) founded the Shanghai Charity Foundation – United Way Fund (the Fund) for the purpose of improving the lives of vulnerable groups and creating accountable, transparent and sustainable solutions to address major societal needs. The Fund is designed to execute on this purpose through a combination of international resources and domestic advantages as well as through collaborative work with government systems, NGOs, corporations and volunteers.  The founding of the Fund was marked by the signing of the SCF and UWW Collaboration Agreement on SCF- United Way Fund on September 27, 2013. 

The Shanghai Charity Foundation – United Way Fund Council (the Council) serves to guide and encourage volunteers and donors to support UWW and SCF’s collaborative efforts in Education, Income and Health (EIH) in a shared spirit of public service.   

Article 2  REGULATIONS

The Fund shall abide by the provisions of the Collaboration Agreement and applicable rules and regulations of UWW and SCF. The creation of the SCF – United Way Fund Council Charter (the Charter) is based on Shanghai Charity Foundation’s by-laws. 

Article 3  BUSINESS SCOPE

The business scope and activities of the Fund: 1) Accept donations from the wider community that are given in accordance with the Fund’s mission and dedication to enhancing the lives of disadvantaged groups, particularly with regard to the areas of Education, Income and Health; 2) Promote the United Way’s business model of collective impact; 3) Initiate international exchange and training activities. 

Article 4  COMPOSITIONS 

The Council is a volunteer-led and decision-making body of the Fund. The Council comprises representatives of great influence and reputation from Shanghai-based corporations, international organizations and non-profit organizations.  The Council numbers around nine to fifteen (9-15) people.  The term of each member is two years.  At the end of the term, the member may serve one additional term if reappointed.   

The initial group of Council members will be selected by the SCF and UWW.  Thereafter, the Council will nominate and vote on the appointment of new members. 

Article 5  DUTIES AND RESPONSIBILITIES 

The Council shall perform the following functions: 1) Steward the Fund in promoting volunteerism and creating a community impact that is in line with hot issues of social concern in Shanghai 2) Formulate and amend the Charter; 3) Review and determine the qualification of council members; elect or remove the Chair, as necessary; resolve in the case of the resignation of the Chair; hire and dismiss the Secretary General, as necessary; 4) Oversee the business planning of the Fund including fundraising, fund management and allocation; 5) Examine and approve the annual budget of income and expenditure; the Council shall assign a council member to review and approve the Secretary General’s report on special circumstances; 6) Establish internal rules and regulations; 7) Conduct other activities as needed to carry out the charitable purposes of the Fund consistent with this Charter and the Collaboration Agreement. 

Article 6  RIGHTS AND OBLICATIONS OF THE COUNCIL MEMBER

1) Understand the operational status of the Fund; 2) Recommend members of the Council; 3) Review the meeting minutes of the Council and the financial reports of the Fund; 4) Attend Council meetings and contribute to volunteering activities under the Fund; 5) Proactively provide advice and feedback towards the development of the Fund; 6) Introduce resources and recommend volunteers for the Fund. 

Article 7  CHAIR

The Council’s key officers include a Chair and two Vice Chairs. The Council members nominate and elect the Chair. The term for the Chair is TWO (2) years, or until resignation or removal via a formal vote of Council members. The Chair shall not be reelected more than once. 

Two individuals serve as Vice Chair by virtue of position in an ex-officio capacity: 1) Vice President of SCF 2) Executive Vice President of International Network, International Network, UWW Vice Chairs are full members of the Council and are expected to regularly inform their respective constituents of the Council’s activities. If for any reason the Chair is unable to perform his/her duties during his/her term, one Vice Chair will be elected to be the acting Chair. 

Responsibilities of the Chair are: 1) Call and convene the Council meeting; 2) Review the implementation and execution of Council decisions. 

Article 8  SECRETARY GENERAL

The Council has one Secretary General and several full-time staff. The Secretary General reports to the Council and shall be nominated and approved by the Council, SCF and UWW before hiring.  The Council determines Secretary General’s duties and responsibilities and the Secretary General has the following powers: 1) Conduct routine work and implement the resolutions of the Council meeting; 2) Organize and carry out philanthropic activities annually; 3) Draft plans on fund-raising, management and use of the funds; 4) Draft internal management regulations and report to the Council for final examination and approval; 5) Determine the agenda for each Council meeting; 6) Hire or remove staff; 7) Exercise other rights as given by the Charter and the Council. 

Article 9  MEETINGS

1) The Council meetings include regular meetings and special meetings. The Council is recommended to have regular meetings at least three times per year: generally once sometime during the months of February to March, July to August, and October to November, respectively.    Regular meetings shall be convened by the Chair, and a notice shall be sent 15 days in advance, with the exception of special meetings for emergency matters. Special meetings may be called by the Chair on forty-eight (48) hours’ notice to each member personally, by facsimile or email. 2) No business should be conducted at a Council meeting without the presence of a quorum of the members. The minimum level of participation that can constitute a quorum is two-third (2/3) of total Council members.  The Council may establish higher thresholds for quorums. 3) Any member who cannot attend a Council meeting in person should make every effort to join the meeting via conference call. Member may lose his/her membership if he/she is absent for two Council meetings in one year. 4) Resolutions at the Council meetings shall be approved by the majority of members attending a meeting that is attended by the majority of all members.  However, the following matters shall be approved by 2/3 or more of the attending members: i. Establishments or change of the Charter; ii. Removal of any member; iii. Disposal of any Fund assets;  

Article 10  AMENDMENT

The Council shall make necessary modifications to the Charter to meet actual needs.  The amendment shall be approved by the Council by voting and shall require the approval of SCF and UWW. The interpretation of the Charter resides in the Council. 

Article 11  SUPPLEMENTARY ARTICLES

The draft of the Charter became the trial version after being approved by the Council by voting on November 14th, 2013. The trial term is one term (TWO years).