One Foundation and SEE as “shell” Foundations

China Development Brief, No.44 (Winter 2009)

中文 English

Introduction: This article is part of our special issue on New Trends in Philanthropy and Civil Society in China (Summer, 2011). It provides a glimpse into the fluid, shifting nature of organizations in China. The One Foundation case highlights a peculiar feature of Chinese philanthropy that arises because private (literally: nonpublic fundraising) foundations are not allowed to engage in public fundraising. Instead they must depend on donations through private channels, such as a major gift from the corporate founder of the foundation. To be authorized to raise funds publicly, private foundations would need to be registered as a public (literally: public fundraising) foundation, but the requirements for a public foundation are higher than that of a private foundation. Moreover, because most public foundations tend to be GONGOs, many believe it is difficult to gain public foundation status without government connections. As this article shows, organizations set up by private individuals — even celebrities as well-connected as Jet Li, the martial arts action star — have a difficult time acquiring public foundation status. Some organizations are able to work around this obstacle by creating a “special fund” within a public foundation. Using this “special fund” mechanism, these organizations are able to raise funds publicly as long as they abide by the 2004 Regulations on Foundation Management that govern public foundations1.

On October 31, 2009, a statement of fewer than 150 words in Jet Li’s One Foundation’s (李连杰壹基金) Annual Report (Jan. 2008 – June 2009) caught my attention:

“In October of 2008, with the guidance and support of the Chinese Red Cross Society (中国红十字会总会), the Shanghai Civil Affairs Bureau, and other agencies, the Shanghai-based Jet Li One Public Welfare Foundation (上海李连杰壹基金公益基金会,hereafter the One Foundation), registered at the Shanghai Civil Affairs Bureau as a private foundation. The One Foundation acts as the implementing arm of the Chinese Red Cross Jet Li One Fund (中国红十字会李连杰壹基金,hereafter the Red Cross One Fund), and will carry out various activities according to the “Regulations on Foundation Management,” and submit reports, settle accounts, and accept annual audits to the Red Cross One Fund management committee.”

This statement may seem quite ordinary, but it reveals enough information to raise some questions.The One Foundation’s status as a private foundation has been verified by the Red Cross One Fund Executive Chairman Zhou Weiyan, who also acts as the legal representative of the One Foundation.   “We’ve used the annual report to explain the relationship between the two (organizations),” she explained. In its annual report, the One Foundation publicly explains the financial reports and project expenses of the two accounts before and after the merger.

Back in 2007, the One Foundation used the Chinese Red Cross to legitimize its establishment and to raise funds publicly to support the development of domestic NGOs. Why then would Jet Li want to register a private foundation (in Shanghai) in addition to his public charity, the Red Cross One Fund?

“As an organization under the Chinese Red Cross, the Red Cross One Fund is not a legal entity, so it cannot recruit its own staff,” said Ms.Zhou, as she explained the challenges facing the Foundation. To address such challenges, the One Foundation was established as a legally-registered private foundation in Shanghai in order to hire staff and implement the Red Cross One Fund’s projects.Zhou added that the reason she did not want to set up a private company to implement the Red Cross One Fund’s projects was because it would likely be accused of profiteering. According to Ms. Zhou, it may appear that the One Foundation is restricting itself by establishing a private foundation under the Shanghai Municipal Government. But in fact, by placing itself under public and government scrutiny, it will be able to gain the same confidence from the public, as if it were a public charity.

By law, both the Red Cross One Fund and theOne Foundation can accept grants, but the difference is that the latter cannot fundraise publicly. When funds are deposited into their bank accounts, especially in the case of private foundations, these funds must be managed in a public and transparent manner consistent with guidelines for public foundations. Ms. Zhou said that the One Foundation must abide by these strict guidelines – it must operate according to the regulations of public foundations. For example, operating costs must be kept within 10 percent of the total budget, quarterly reports need to be submitted, and so forth.The One Foundation would like to register as a public foundation, but has so far been unable to do so because of political and legal constraints.  The organization’s current hybrid private-public identity is a temporary solution, though one that it has adopted reluctantly.  However, Ms. Zhou emphasized that “both the One Foundation’s public and private entities will operate strictly according to regulations for public foundations. In the future, the only way to eliminate the fundraising difficulties facing private foundations is to resolve the legal status issues surrounding independent public foundations.”

The One Foundation is not alone in its pursuit of establishing a national-level public foundation. In 2004 the Alxa SEE Ecological Association (阿拉善生态协会,hereafter SEE) had the same hope and agreed to establish the SEE Foundation at its first Board of Directors meeting. But because “it wasn’t convenient to register a foundation at that time, SEE was established first as an association,” explained SEE’s Secretary-General Yang Peng2.

At that time, SEE gathered together a large number of successful private entrepreneurs, causing quite a stir. These entrepreneurs joined SEE as members, bringing along with them substantial resources that made SEE the envy of many domestic NGOs. After several years of development, SEE has grown increasingly influential in the area of environmental protection. Starting with environmental projects in Alxa, Inner Mongolia and expanding to projects in other parts of the country, SEE’s reputation has grown steadily.

To better follow legal and management standards, SEE launched the Beijing Entrepreneurs Environmental Protection Foundation (北京市企业家环保基金会), better known as the SEE Foundation, in October 2008. SEE is the sole founder of the SEE Foundation (which is registered as a private foundation). This way SEE can attract entrepreneurs from around the country as members, while ensuring that its Foundation can engage in environmental protection projects throughout the country without regional restrictions.

SEE Foundation’s position, as set forth in SEE’s annual report, is that “SEE’s environmental projects outside of the Alxa region will be managed by the SEE Foundation.”

This set up is a sign of future changes to the Association’s structure and project management approach. Mr. Yang explained the changes as follows: “The future focus of the SEE Foundation is to support NGOs and to fund their development. As to how exactly we will support NGOs, the SEE Foundation is still exploring different options. SEE’s present focus will be on environmental projects in the Alxa region, as well as on membership projects such as training member businesses on how to be more ‘green’.”

As both Secretary-General of SEE and the SEE Foundation, Mr. Yang sees the two organizations as one team. Looking at the organization’s governance, aside from Wu Jinglian, the Chair of the Board who was brought in from the outside, the rest of SEE Foundation’s Board of Directors and Supervisory Board came from SEE’s Board of Directors and Supervisory Board. The only difference between SEE and the SEE Foundation is that SEE’s Board of Directors, Supervisory Board, and its Rules Committee, were created by SEE’s General Assembly. Through the General Assembly, each member has voting rights with regard to SEE’s major affairs. This system of governance — using such rules of procedure to manage a foundation’s public affairs — has garnered the admiration of others.

The more recently established SEE Foundation has transferred authority over its affairs to its Board of Directors and Supervisory Board. Therefore, SEE members have no voting rights with regard to the SEE Foundation’s policies. However, SEE members can vote to influence the Board of Directors or Supervisory Board, which in turn exercises influence on the SEE Foundation’s affairs.

In addition to these changes, SEE no longer accepts membership dues. Instead, individual members now make a donation to the SEE Foundation. Once a donation is made, the donor automatically becomes a member of SEE and, therefore, enjoys all basic rights of a SEE member. As Mr. Yang explained, SEE Foundation acts as a collection agency for SEE. In turn, SEE then applies to the SEE Foundation to obtain funding for its projects.

The two organizations, one a social organization and the other a private foundation, have the appearance of being independent, but they are in fact intertwined. While it is still possible to differentiate between the two organizations and separate their domains of activity, Mr. Yang hopes that, in the future, the SEE Foundation will be able to develop independently from SEE.

This desire can be seen in the SEE Foundation’s bylaws, which clearly states that “following a period of development and maturation, and in line with procedures for amending the bylaws, the Foundation can register under the Ministry of Civil Affairs as a national public charity foundation.” Whether or not the organization can achieve this status, says Mr. Yang, will depend on its capability. If the organization’s management cannot keep up, a hastily established public foundation will not necessarily be a good thing, since disbursing funds is no simple matter.

The SEE Foundation is currently “not short of money, but it must consider how to spend it effectively.” This belief is recognized by the Boards of both SEE and the SEE Foundation. Mr. Yang added, “As the SEE Foundation disburses funds, it will develop its reputation, structure and staff, thereby enhancing its ability to use its funds effectively. The SEE Foundation should base its expansion plans on its actual disbursement and management capability. That would be the ideal.”


  1. The follow up to this story is even more interesting. In September of 2010, about a year after this article was published, Jet Li attracted media attention when he made a statement on CCTV that his three-year contract with the Red Cross might jeopardize the One Foundation’s ability to raise funds publicly.   Some interpreted his remarks to mean that the One Foundation was in danger of closing. But then several months later, in January of 2011, the One Foundation announced that it was able to register as a public foundation in Shenzhen. That event marked the first time that a private foundation operating as a special fund was able to register as a public foundation, and was an encouraging sign for other private foundations that public foundation status was attainable. The SEE case is somewhat different. It shows how an association registered in Alxa, Inner Mongolia is able to operate elsewhere and even register a foundation in Beijing. SEE and the SEE Foundation are part of the same entity, and even share the same governing boards and secretary-general, yet are registered in different places. As in the One Foundation case, appearances are not always what they seem. The One Foundation and SEE cases also show the importance of being flexible and thinking local when registering.  Both would have found it very difficult to register as national-level organizations.  Instead, they registered as local organizations, in places where the barriers were lower. In the case of SEE, it registered in Alxa where it had the support of local officials, yet continued to operate nationally. In the case of the One Foundation, it registered in Shenzhen where the registration regulations for foundations had been relaxed. 

  2. Editor’s Note: SEE stands for Society for Entrepreneurs and Ecology and is a NGO established by a group of entrepreneurs dedicated to environmental protection. Alxa is the Romanization of the Mongolian pronunciation of Alashan, a region in western Inner Mongoloia where SEE is registered. SEE is registered with Alxa Civil Affairs as a social organization (shehui tuanti), a category that enables it to have members. 

壹基金和SEE借壳私募基金会
王辉
中国发展简报2009冬季刊第44卷

2009年10月31日,李连杰壹基金在年会上对外公布的工作年报(2008年1月-2009年6月)中,一段不到150字的表述引起笔者注意:

“2008年10月,在中国红十字会总会、上海民政局等多方主管机构的指导和支持下,非公募机制的上海李连杰壹基金公益基金会在上海民政局注册成立。壹基金公益基金会作为中国红十字会李连杰壹基金计划的执行机构,并按照《基金会管理条例》开展各项业务活动,向李连杰壹基金计划管委会进行专项的汇报与结算并接受年度审计。”

这段表述看似平淡无奇,但其隐约透露出来的信息足以令人兴奋,但又让人满脑子问号和疑惑。

上海李连杰壹基金公益基金会的非公募基金会身份,也得到李连杰壹基金执行主席周惟彦的证实。她同时也是上海李连杰壹基金公益基金会的法人代表。“正是借用工作年报的机会,来解释一下两者的关系。”周惟彦道出初衷。在工作年报中,壹基金用了7页的篇幅,向公众公布两账户合并前后的财务报告和项目收支情况。

早在2007年,借势中国红十字会成全了李连杰成立壹基金专案的愿望,也顺理成章获得可以面向公众募款的资质,从而也为本土NGO发展提供了充足的资金支持(如典范工程等)。为什么李连杰在拥有了公募基金身份 的“壹基金计划”外,还要注册一个非公募基金会呢?

“(由于)壹基金只是红十字会下的一个计划,不是一个法人实体。(因此)它没有权力去招募人员。”壹基金执行主席周惟彦开门见山解释壹基金遇到的难题。所以,需要成立一个实体机构去招募人员,并执行壹基金计划的项目,而这个实体机构就是壹基金在上海的非公募基金会。

周还补充,她之所以不希望成立一个公司来执行这“壹基金计划”,是因为这样很可能被指责牟利。在周惟彦看来,尽管在上海市民政局下成立非公募基金会,像是壹基金给自己套的一个枷锁,但正因如此,才会将基金会置于公众和政府的监督之下,获得像公募组织一样的公信力。

按照法律规定,目前壹基金计划和壹基金公益基金会,都可以接受赠款(区别是后者没有公众募款资格)。捐赠进入各自账户,尤其是进入到非公募基金会账户的钱,也仍需向公众说明,它是按照公募基金会的公开、透明来管理的。周说,这是对壹基金的严格要求,必须按照公募基金会的条例的规范做事,包括基金会的运营 成本限制在10%内,以及3个月一次的季度工作报告公布等。

壹基金希望注册公募基金会,但这因政策和法律的约束目前尚无法得到批准。而现有的“公募基金”或者是“非公募基金会”身份,正是壹基金对这种情况无法突破而采取的折中办法,也是一种无奈。但周惟彦强调,“壹基金的公募基金和非公募基金会,都是严格按照公募基金会的条例来执行。在未来,只有解决了独立公募基金会的身份问题,才能消除由此而产生的尴尬和无奈”。

同样,有着全国公募基金会这个梦想的也绝非壹基金一家。早在2004年成立伊始,阿拉善SEE生态协会就有这样的想法,并在SEE协会的第一次理事大会 上批准筹建SEE基金会。但由于“当时注册基金会并不方便,所以只能先成立SEE协会先做起来再说”。阿拉善SEE生态协会秘书长杨鹏解释当时的原因。

当时,SEE生态协会聚集着本土的一大批成功的民间企业家,引起社会轰动。当然企业家以会员身份加入,也给协会带来本土NGO羡慕的各种社会资源。经过 几年的发展,阿拉善SEE协会在环保领域日渐崭露头角,自阿拉善地区的环保项目开始,到全国性资助环保领域的项目,都让阿拉善SEE协会声名鹊起.

后为更好与法律契合,以及规范管理,阿拉善SEE协会作为基金会唯一的发起人,在2008年10月发起并成立了北京市企业家环保基金会,即“SEE基金会”。这样的话,阿拉善SEE协会吸纳全国各地的企业家作为社会团体会员,而阿拉善SEE基金会也少了区域性限制,可以将环保领域的活动辐射至全国。

SEE基金会定位,如同阿拉善SEE协会对外公布的财年报告中指出的那般,“将阿拉善SEE生态协会在阿拉善地区以外的环保NGO资助业务移交到SEE基金会进行管理。”

这也昭示未来协会将发生机构变化和项目转移。杨鹏解释其中的变化:“未来SEE基金会的工作重点就是支持NGO、资助NGO的发展。而NGO支持里,有 什么样的业务方向和领域,现在SEE基金会还在探索之中。”而“SEE协会的工作则更多地聚焦在阿拉善地区的环保项目上,以及做好会员的工作,包括让会员的企业更加绿色”。

杨鹏身兼两职,同时也兼任SEE基金会的秘书长,而SEE协会与SEE基金会也是“一个班子”。就拿机构治理来说,SEE基金会的理事会和监事会,除了外聘吴敬琏为理事长外,其余都是SEE协会的理事会和监事会平移过去的。而唯一不同的地方在于,SEE协会的理事会和监事会,甚至章程委员会,都是经过 SEE协会会员大会产生的。换言之,每个会员都有权利参与到SEE协会的重大事务决定,让加入进来的企业家每人一票参与到SEE协会的公共事务。协会借用议事规则进行公共事务管理的方式,曾经一度为外界称道赞好。

而新近成立的SEE基金会则将这种权力收缩到平移过去的理事会和监事会,所以SEE协会的会员,则没有权利直接对SEE基金会决策进行投票干预。不过他们仍可以投票影响SEE协会的理事会或监事会,从而对SEE基金会施加影响。

此外的一点变化是,SEE协会不再接收会员的会费,改成向SEE基金会的个人捐赠。后者在捐赠的同时,自然成为SEE协会的当然会员并行使会员的基本权 利。用杨鹏的话来理解,SEE基金会更像是一个SEE协会指定的收款机构。与此同时,SEE协会所需的项目费用,则可以向SEE基金会申请。

一个是社会团体,一个是私募基金会,两个机构的治理结构看起来独立,但又交织在一起。目前协会的治理层尚能厘清这两种关系,并能够确定协会和基金会的活动范畴,但杨鹏希望未来SEE基金会能够有一个独立的发展方向,使其不再是协会下属的基金会。

此外,从刚刚通过的SEE基金会章程也可见一斑,在章程中SEE基金会已很明确地规定:“经过一段时间发展成熟后,按照本章程的修改程序,可以转变为在民政部注册的全国性公募基金会。”但能否走到那一步,杨鹏认为还是根据自己的操作能力来定,如果机构在管理以及人才队伍上跟不上,贸然成立公募基金会未必是好事,而且花钱未必是一个简单的事情。

所以,目前SEE基金会“在不缺钱的情况下,考虑的是怎么有效地花钱”。这种想法同样也是阿拉善SEE协会和基金会理事会的共识。杨鹏补充,“基金会在循序渐进花钱的过程中,建立起信誉、制度和人才,逐渐完备扩大它的用钱能力。基金会应该根据它实实在在的支配资金和管理资金的能力,在此基础上扩大它的资 源,这就比较理想。”

Translated by Betsy Shieh

Reviewed by Joyce Hau

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