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Articles of Association of Technological Innovation Strategic Alliance of Changsha Agricultural Products Deep Processing Industry (Draft)

Articles of Association of Technological Innovation Strategic Alliance of Changsha Agricultural Products Deep Processing Industry (Draft)

(Summary description)Chapter I General Provisions.Article 1: Name of the union "in changsha city agricultural products deep processing industry technology innovation strategic alliance".

Articles of Association of Technological Innovation Strategic Alliance of Changsha Agricultural Products Deep Processing Industry (Draft)

(Summary description)Chapter I General Provisions.Article 1: Name of the union "in changsha city agricultural products deep processing industry technology innovation strategic alliance".

Information

Chapter I General Provisions

Article 1: Name of the union "in changsha city agricultural products deep processing industry technology innovation strategic alliance".

Article 2: This Union is an open and non-profit organization which, on the basis of voluntary, equality, mutual benefit and cooperation, unites with advantageous enterprises, universities and scientific research institutions of Changsha city in the field of intensive processing of agricultural products, and is open to all innovative enterprises in the field of intensive processing of agricultural products in Changsha city.

Article 3: The purpose of the Alliance is to integrate and coordinate the resources of changsha's agricultural intensive processing industry and social resources, coordinate the government to realize self-discipline of the industry, improve the research and development, production and manufacturing level of the members of the Alliance, and promote the agglomeration and rapid and healthy development of Changsha's agricultural intensive processing industry.

Article 4: The registration and management authority of this Union is Changsha Civil Affairs Bureau, and its business supervisor is Changsha Science and Technology Bureau.

Article 5: The domicile of the Union is Room 410, North Building, 8 Teaching Building, Hunan Agricultural University.

Article 6: In case of any discrepancy between the provisions of the Articles of association and the provisions of laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.

Chapter II Sponsors, start-up funds and business scope

Article 7 The sponsor of this unit is Hunan Agricultural University.

The organizer shall enjoy the following rights:

(1) To understand the operating and financial status of the unit;

(2) To recommend directors (hereinafter referred to as directors) and supervisors;

(3) having the right to consult the minutes of meetings of the Board of Directors (hereinafter referred to as the Board of Directors) and the financial and accounting reports of the board of directors.

Article 8: The establishment fund of the unit, RMB 30,000 yuan, shall be raised entirely by Hunan Agricultural University.

Article 9: Business scope of the Unit:

(1) Carry out technical cooperation, jointly break through and develop core common key technologies and food safety issues in the fields of grain and oil processing, livestock and poultry processing, tea processing, fruit and vegetable processing and dairy processing, organize and realize effective division of innovative resources and reasonable connection among allied units;

(2) To gradually establish engineering technology sub-centers in the fields of grain and oil processing, livestock and poultry processing, tea processing, fruit and vegetable processing and dairy processing, so as to form a public technology support platform among alliance units, improve the utilization efficiency of technological innovation resources, implement the sharing of intellectual property rights, and form industrial technical standards;

(3) Implement technology transfer, attract venture capital investment, accelerate the large-scale commercialization of innovative achievements, and directly promote the enhancement of the core competitiveness of the agricultural product processing industry;

(4) Relying on the advantages of universities and research institutes engaged in deep processing of agricultural products in cultivating talents in the field of agricultural product processing, jointly cultivating talents at different levels of agricultural product processing technology, promoting personnel exchanges and interaction, and enhancing the ability of continuous innovation of the industry.

(5) Collect and process technical and market information of agricultural products at home and abroad, track and study the development trends of the industry, and provide information and consulting services for alliance members; To organize various forms of scientific and technological cooperation and exchanges among alliance members at home and abroad.

(6) To coordinate the relations among members, form consensus on industrial development, coordinate the division of labor and product matching among members, and form a complete industrial chain; To safeguard the legitimate rights and interests of members and develop a good relationship between members and consumers.

(7) To give play to the self-discipline function of the alliance, assist the government to supervise and manage the industrial development, give play to the advantages of industrial channels, reflect the wishes and requirements of members to the government, put forward constructive Suggestions to promote industrial development, provide the basis for the government to formulate relevant industrial policies, and solicit and use government project funds.

Chapter III Organizational management system

Article 10 :The unit shall have a board of directors with 16 members. The council is the decision-making body of the unit.

Directors shall be elected by the organizers (including investors), staff representatives (elected by all the staff) and relevant units (business units in charge).

The term of office of the directors shall be four years. At the end of the term, the directors may be re-elected.

Article 11 :The council shall exercise the right of decision in the following matters:

(1) To amend the Articles of association;

(2) Business activity plan;

(3) plans for the annual financial budget and final accounts;

(4) plans for increasing initial funds;

(5) Division, merger or termination of the unit;

(6) To appoint or dismiss the chairman of the board of directors of the unit and the vice-chairmen, the Secretary-General and the person in charge of finance nominated and appointed by the chairman or the person in charge of finance of the unit;

(7) To recall or add directors;

(8) the establishment of internal organs;

(9) To formulate an internal management system;

(10) the remuneration of the employees;

Article 12 :The Board of Governors shall meet at least twice a year. A meeting of the Board of Governors shall be convened under any of the following circumstances:

(1) If the chairperson deems it necessary;

(ii) When more than 1/3 of the directors jointly make a proposal.

Article 13 :The board of directors shall have 1 chairman, 3 vice-chairmen, 1 Secretary-General and 11 directors. The chairperson, the vice-chairperson and the Secretary-General shall be elected or removed by more than half of all the council members.

Article 14: The vice-chairmen shall assist the chairman in his work. If the chairman is unable to exercise his functions and powers, the vice-chairmen appointed by the chairman shall exercise his functions and powers on his behalf.

Article 15: The time, place and content of the board meeting shall be notified to all the directors 10 days before the meeting is held. If the director is unable to attend the meeting for some reason, he may entrust other directors to attend the meeting in writing on his behalf. The letter of authorization must specify the scope of authorization.

Article 16 :A meeting of the Board of Governors shall be held only when more than half of the directors are present. The board of directors shall meet on a one - person, one - vote system. A resolution of the Board of Directors shall be adopted by a majority of all the directors.

Resolutions on the following important matters shall be valid only if adopted by more than two-thirds of all the directors:

Amendment of the articles of association;

Division, merger or termination of the unit;

Article 17 :The council shall prepare minutes for meetings. If a resolution is made, the minutes of the meeting shall be made on the spot and examined and signed by the directors attending the meeting. If the council resolution violates the provisions of laws, regulations or articles of association and causes losses to the unit, the directors participating in the resolution shall bear the responsibility. However, the director may be exempted from liability if it is proved that he objected to the vote and it is recorded in the minutes of the meeting.

The records of the Board of Directors shall be kept on file by a person designated by the Chairman of the Board.

Article 18: The chairperson shall exercise the following functions and powers:

(1) To convene and preside over meetings of the Board of Directors;

(2) To inspect the implementation of the resolutions of the Council;

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

Article 19 :The chairman of the board of directors shall be responsible to the Council and exercise the following functions and powers:

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

(2) To organize and implement the annual business activity plan of the unit;

(3) to draw up a plan for the establishment of the internal organs of the unit;

(4) to formulate an internal management system;

(5) To propose the appointment or dismissal of the deputy post, the Secretary-General and the person in charge of finance of the unit;

(6) To appoint or dismiss the person in charge of the internal organization;

Article 20 :The unit shall establish a board of supervisors with four members.

The term of office of the supervisor is the same as that of the director. Upon expiration of the term, the supervisor may be re-elected.

Article 21: A supervisor shall be created or replaced by the sponsor (including the investor), the employees of the unit or the personnel recommended by the relevant unit (mainly referring to the competent business unit). The representatives of the employees of the board of supervisors shall be democratically elected by the employees of the unit.

The director, chairman, vice chairman, secretary general and the person in charge of finance of the unit shall not concurrently serve as a supervisor.

Article 22 :The Board of supervisors or the supervisors shall exercise the following functions and powers:

(1) To examine the financial affairs of the unit;

(2) Supervise the ACTS violating laws, regulations or articles of association of directors, directors, vice directors, secretary general and financial officers of the unit;

(3) Requiring the directors, the chairman, the vice-chairmen and the Secretary-General of the unit to make corrections when their ACTS damage the interests of the unit;

Supervisors shall attend board meetings as non-voting observers.

Article 23: The board of Supervisors shall adopt the system of one person and one vote. The resolution of the board of Supervisors shall be valid only if passed by a majority vote of all the supervisors.

Chapter IV Legal Representative

Article 24 :The legal representative of the unit shall be the chairman of the board.

Article 25 :In any of the following circumstances, he shall not be the legal representative of his unit:

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

(2) being subjected to criminal punishment or to criminal coercive measures;

(3) being wanted by a public security organ or a state security organ;

(4) if he has been sentenced to criminal punishment for a crime and has not expired more than three years, or has been sentenced to deprivation of political rights for a crime and has not expired more than five years;

(5) serving as the legal representative of a people-run non-enterprise unit whose registration has been revoked due to violation of law, and it has not been more than 3 years since the date of the unit's registration cancellation;

(6) those who are not mainland Chinese residents;

(7) other circumstances in which the legal representative may not be served as prescribed by laws and regulations.

Chapter V Asset management, use principles and labor and employment system

Article 26 :Source of funds of the unit:

(1) initial capital;

(2) Government subsidies;

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

(4) Interest;

(5) Donations;

(6) other lawful incomes.

Article 27: Funds must be used for the business scope and the development of the enterprise as stipulated in the articles of association. Surplus funds may not be distributed as dividends.

Article 28: The accounting system of non-governmental non-profit organizations stipulated by the State shall be implemented, accounting shall be conducted in accordance with the law, and the internal accounting supervision system shall be established and improved to ensure the legitimacy, authenticity, accuracy and integrity of accounting materials.

Subject to tax and accounting supervision carried out by the competent taxation and accounting authorities according to law.

Article 29 :Accounting personnel with professional qualifications shall be provided. An accountant may not concurrently serve as a cashier. Accounting personnel must go through the handover procedures with the person taking over when transferring or leaving the post.

Article 30: Prior to the change of term of office or the change of legal representative, the unit must conduct financial audit.

Article 31: The unit shall voluntarily accept the annual inspection organized by the registration and administration authority in accordance with the provisional Regulations on the Registration and Administration of Civilian-run Non-Enterprise Units.

Article 32 :The labor and social insurance system of the unit shall be implemented in accordance with the relevant laws and regulations of the State and the relevant provisions of the labor and social security administrative department of the State Council.

Chapter VI Amendment to the Articles of Association

Article 33: The amendment of the articles of association shall be submitted to the competent business unit for examination and approval within 15 days after being voted by the Board of directors, and shall be submitted to the registration and administration authority for approval within 30 days after being examined and approved by the competent business unit.

Chapter VII Termination and disposal of assets after termination

Article 34 :The unit shall be terminated under any of the following circumstances:

(1) accomplishing the purposes prescribed in the articles of association;

(2) it is unable to continue to carry out activities in accordance with the purposes of the articles of association;

(3) division or merger occurs;

(4) if it disbands itself;

Article 35: Termination of the unit shall be reported to the competent business unit for examination and approval within 15 days after the vote of the Board of Governors.

Article 36 :Before going through the cancellation of registration, the unit shall, under the guidance of the registration and administration authority, the competent unit of business and the relevant authorities, establish a liquidation organization to clear up claims and debts, dispose of the remaining property and complete the liquidation.

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

The unit shall, within 15 days from the date of completion of liquidation, cancel the registration with the registration and administration authority.

Article 37: The unit shall terminate as of the date on which the registration and administration authority issues the certificate of cancellation of registration.

Chapter VIII Supplementary Provisions

Article 38 :The Articles of Association shall be adopted by the Vote of the Council on May 9, 2013.

Article 39 :The board of Directors shall have the right to interpret the articles of association.

Article 40 :The articles of association shall take effect from the date of approval by the registration and administration authority.

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