The Research On The System Of Foundation Council In China

Since the reform and opening up,China’s public welfare undertakings have experienced the stage of exploration and leap to prosperity.Especially in recent 10 years,the development speed of private foundations represented by one foundation far exceeds that of government-run foundations.Private foundations hope to gain more independence and autonomy in legislation and get rid of administrative constraints imposed by competent authorities.In 2004,the regulations on the management of foundations were promulgated,taking the board of directors as the decision-making organ of the foundation and the core of the internal governance of the foundation.In 2017,the general provisions of the civil law was promulgated,defining foundations as donor legal persons,which belong to the category of non-profit legal persons,and establishing the internal governance structure of the decision-making organs,executive organs and supervision organs of the foundations,and making clear that the board of directors is the decision-making organ of the foundations.In 2016,the charity law was amended to cancel the division between government-run foundations and privately-run foundations.Privately-run foundations can also raise funds publicly.The qualifications,rules of procedure,powers and obligations of the board of directors stipulated in the regulations on the management of the foundation are no longer in line with the new development trend of the foundation.Against this background,the regulations on the management of foundations(draft for comments)of 2018 was released,in which the changes to the board system were not obvious,and many places were not designed in a more detailed way.Considering the important status of the board of directors as the decision-making body of the foundation,which plays a decisive role in the development of the foundation,this paper makes an in-depth study of the board of directors system,in the hope of contributing to the theoretical study of the board of directors system of the foundation in China and the improvement of the regulations on the management of the foundation to be revised.The main body of this paper is divided into four parts: the first part discusses the three academic views of the legal status of the council,compares the difference between the consortium legal person and China’s foundation,and draws the conclusion that the council is the decision-making department.The second part analyzes the system of appointment and removal of directors.In terms of the qualifications of directors,the author puts forward some Suggestions to improve the legislative defects of the negative conditions of directors’ appointment,and emphasizes that the legislation should clarify the positive conditions of directors’ appointment.In terms of the appointment and removal procedures,it further standardizes the procedures for the selection and removal of directors.The third part,about the work norms of the board of directors,summarizes the problems existing in the rules of procedure of the board of directors,such as lack of provisional meeting norms,too few meetings,too narrow scope of important matters,and imperfect resolution relief system,and puts forward Suggestions for improvement by comparing with relevant foreign legislation.The fourth part,referring to the "company law" and the experience of extraterritorial legislation in our country,puts forward the solutions to solve and improve the problems existing in the current legislation,such as the functions and powers of the council,the obligations of the directors and the responsibilities of the directors.