Articles of Association of Wenzhou-Kean University

(Modified May 30, 2016)

Chapter Ⅰ General Provisions

Article 1 The Articles of Association of Wenzhou-Kean University is formulated pursuant to “Higher Education Law of the People’s Republic of China,” “Regulations on Chinese-Foreign Cooperation in Running Schools,” “The Implementation Measures for the Regulations on Chinese-Foreign Cooperation in Running Schools,” and Cooperation Agreement between Wenzhou University and Kean University USA on the establishment of Wenzhou-Kean University, and with the aims of clarifying educational purposes of Wenzhou-Kean University, regulating operation and management of Wenzhou-Kean University, and ensuring healthy development of Wenzhou-Kean University.

  • Article 2 The name of the university is “温州肯恩大学” in Chinese, and “Wenzhou-Kean University” in English. Abbreviation of its English name is “WKU.”
  • Article 3 The domicile of Wenzhou-Kean University is 88 Daxue Rd., Li’ao Sub-district, Ouhai District, Wenzhou, Zhejiang Province, PRC.
  • Article 4 Wenzhou-Kean University is a non-profit Chinese-American cooperatively run educational institution established by the Chinese and American parties to engage in educational activities with PRC Legal Person status and limited liabilities.
  • Article 5 The goal of Wenzhou-Kean University is to establish a world-class international university with distinct characteristics, to cultivate innovative, creative, and entrepreneurial internationalized working personnel with a global view as well as an awareness of international rules and conventions.
  • Article 6 Wenzhou-Kean University’s planned enrollment capacity shall be 5,000 full-time students in the short run, and 10,000 (8500 of which shall be undergraduate students) in the long run.
  • Article 7 Levels of Education Wenzhou-Kean University offers are undergraduate and postgraduate.
  • Article 8 Business scope of Wenzhou-Kean University
  • Wenzhou-Kean University shall mainly offer full-time higher education degree programs, and also offer an array of select professional training and certificate courses (subject to approval by and registration with relevant authorities), carry out activities related with higher education and research, undertake academic exchange and cooperation with domestic and international universities and institutions, and engage in other activities approved by relevant authorities.
  • Article 9 Major disciplines offered by Wenzhou-Kean University are within the following Chinese Ministry of Education Categories: Economics, Management,,Literature, Engineering, Arts, Education, Science and Technology, etc. Wenzhou-Kean University shall establish and adjust its disciplines according to social demands and the mission and purpose of the institution in accordance with the academic judgment of the Vice Chancellor for Academic Affairs under the direction of the President of Kean USA.

Chapter Ⅱ Funds and Principles of Property Management

  • Article 10 Capital and Operation Funds
    Wenzhou government invests RMB1.5 billion Yuan for construction of the campus and facilities. Operation funds of Wenzhou-Kean University shall come from tuition and fees, government subsidies, income generated from the activities within the university’s business scope, donation, and other legal income.
  • Article 11 Assets Management
    11-1 Wenzhou-Kean University shall enjoy legal person property rights to all of its properties in accordance with relevant laws.
    11-2 Wenzhou-Kean University shall assume responsibilities for its debts within the limit of the volume of its assets
    11-3 As the user’s right to the land, the campus building, facilities and equipment of Wenzhou-Kean University are all invested by the Chinese party, the American party makes no claim on such assets.
    Article 12 Acceptance of Donation
    12-1 Wenzhou-Kean University shall establish a unit to deal with issues related to acceptance of donation and to supervise the use of donations to the University. Such unit shall be accountable to the Board.
    12-2 Upon establishment of the Unit for acceptance of donations, the Unit supervisor shall submit proposed rules for review by the Chancellor in consultation with the Executive Vice Chancellor, and shall make a recommendation to the Board.

Chapter Ⅲ   Board of Directors

Article 13 Board of Directors shall be established pursuant to “Regulations on Chinese-Foreign Cooperation in Running Schools” and “The Implementation Measures for the Regulations on Chinese-Foreign Cooperation in Running Schools,” and except where prescribed otherwise herein, shall be the highest authority of the Wenzhou-Kean University, and determine all major issues of Wenzhou-Kean University.
Article 14 The Board of Directors shall consist of sixteen (16) voting Directors , including the Director elected by the students. , Eight (8), including the Chancellor as ex officio Director, shall be appointed by the the Wenzhou Municipal Government, and seven (7) shall be appointed by the the Kean USA Board of Trustees. One (1) voting Director and one (1) alternate shall be a member of the student body elected by the students at large. Each Party may appoint one alternate Director to participate in deliberation and voting only if one or more of that Party’s voting Directors are not present. Two (2) student directors shall be elected by the students; the primary student director shall have one (1) vote and the alternate student director shall serve as non-voting. The Student directors shall attend and participate in the meetings and business of the Board of Directors except those specifically prohibited by law, or these Articles. This exclusion shall include but is not limited to personnel and litigation matters. The Board shall have a Chairperson and a Vice Chairperson, the combination of which shall be representative of both the PRC and USA. If the Chairperson is a Chinese appointment then the Vice Chairperson shall be an American appointment and vice versa. List of the Board members shall be submitted to all approval authorities as necessary for record.
Article 15 After leaving Board membership a director who has served a full four (4) year term and who has provided outstanding service shall be eligible for nomination as a Director Emeritus. Nominations for Director Emeritus may come from the Wenzhou Municipal Government or the Kean USA Board of Trustees and forwarded to the Board of Directors for consideration. The honor shall be bestowed upon a Board of Directors’ vote in accordance with the voting rules prescribed in these Articles of Association. A Director Emeritus shall serve for a term of two (2) years and may be re-elected by the Board of Directors without term limits. While it is a non-voting position, the Director Emeritus may be invited to participate in all Board meetings and functions and may be called upon to assist the Board and the Chancellor in those matters where the individual’s interest, experience and expertise will best serve the University. The number of such positions is at the discretion of the Board, however the honor will be reserved for individuals with a record of distinguished service.
Article 16 Directors shall serve a term of four (4) years. Directors may be re-appointed to serve consecutive terms. Appointing party may replace Directors of that side at any time, and shall appoint a successor in case a vacancy should occur.
Article 17 The Directors shall exercise all their power and duties for the interest of Wenzhou-Kean University, and in compliance with relevant laws and regulations.
Article 18 Except as otherwise specified herein, the Board of Directors shall exercise the following powers:
18-1 to approve the Chairperson and Vice Chairperson;
18-2 to appoint or dismiss the Chancellor;
18-3 to amend the Articles of Association and approve fundamental rules and regulations of Wenzhou-Kean University;
18-4 to approve development strategies and annual work plans of Wenzhou-Kean University;
18-5 to raise operational funds and approve annual financial budget and final accounts of Wenzhou-Kean University;
18-6 to make decisions on division, merger or termination of Wenzhou-Kean University; and
18-7 other authorities this Articles of Association stipulates.
Article 19 Rules of Procedure
19-1 Board meetings include regular meetings and interim meetings. Regular meetings shall be held at least once a year. Interim meetings may be summoned based on a proposal made by at least one-third (1/3) of voting Directors, but that meeting will not have affect unless a quorum is achieved in accordance with section 19-4.
19-2 Board meetings shall be summoned and presided over by the Chairperson; when the Chairperson cannot or fails to perform the duty, the Vice Chairperson shall summon and preside over such a meeting; and when the Vice Chairperson cannot or fails to perform the duty, a Director jointly elected by no less than two thirds (2/3) of the members shall summon and preside over such a meeting.
19-3 The date, time and venue for each Board meeting shall be determined by mutual consent of the President of Kean USA and the Board Chairperson of Wenzhou-Kean University, and the Board members shall be notified of the time and venue in writing vial mail, facsimile, telegram or email at least seven (7) days prior to the meeting.
19-4 A Board meeting requires a quorum of ten voting (10) directors present at the meeting. Resolutions adopted at a Board meeting where such quorum is not reached shall be void.
19-5 The Board may pass a resolution according to written votes by each of the Directors out of necessity, but not without prior notice acknowledged in writing by the Wenzhou-Kean Chancellor and the Kean USA President
19-6 Minutes of the Board meetings shall be approved by a vote of the Board at the following Board meeting. Minutes of Board meetings and resolutions adopted by the Board shall be filed and kept at the domicile of the Wenzhou-Kean University.
19-7 Board resolutions on the following matters shall be adopted only after consented to by at least two-thirds (2/3) of all voting Directors (i.e. at least ten voting Directors):
19-7-1 appointment and/or dismissal of the Chancellor, Executive Vice Chancellor or Vice Chancellor for Academic Affairs; and with respect to the Executive Vice Chancellor and Vice Chancellor for Academic Affairs, such vote shall require prior written recommendation from the President of Kean USA;
19-7-2 appointment of the Legal Representative of the Wenzhou-Kean University;
19-7-3 amendment to the Articles of Association;
19-7-4 approval of development strategy and fundamental rules of Wenzhou-Kean University except where specified otherwise herein; and
19-7-5 division, merger, or termination of Wenzhou-Kean University.
19-7-6 Notwithstanding anything within these Articles of Association to the contrary, all matters related to academic standards generally and the American Accreditation Agency Standards of Excellence specifically are expressly the purview of Kean USA and shall be handled as judged appropriate by the Wenzhou-Kean Executive Vice Chancellor and Vice Chancellor of Academic Affairs under the direction of the President of Kean USA or his designee,
19-8 Resolutions on matters other than those described above shall be adopted by more than half vote of the Directors present and voting at the meeting.

Chapter Ⅳ The Legal Representative

Article 20 Legal Representative of Wenzhou-Kean University shall be appointed from the Board Chairperson or the Chancellor, as decided by the Board of Directors.
Article 21 If the Legal Representative has not been appointed by the Board of Directors within three (3) months, the Board Chairperson shall automatically assume the office.

Chapter Ⅴ  The Chancellor and the Vice-Chancellors

Article 22 Chancellor
22-1 Wenzhou-Kean University shall have a Chancellor, who shall be jointly nominated by both Parties in full consultation with the President of Kean University USA, and appointed by the Board of Directors upon approval of Chinese examination and approval authorities.
22-2 The Chancellor shall exercise his/her power and duty pursuant to the “Regulations on Chinese-Foreign Cooperation in Running Schools,” within the scope authorized by the Board of Directors.
22-3 The Chancellor shall serve a term of four (4) years, subject to annual assessments by the Board of Directors during his/her term of office.
22-4 The Chancellor along with the Legal Representative if someone other than the Chancellor must work cooperatively with all parties involved and regularly report to the Board of Directors and communicate regularly with the President of Kean University USA.
Article 23 Vice-Chancellor
23-1 Wenzhou-Kean University shall have Vice-Chancellors to assist the Chancellor to carry out daily academic and administrative management. The University may appoint additional Vice-Chancellors to meet the need arising from its development provided that any individual given responsibilities related to academic matters shall report to the Kean USA President or his designee, and shall not be appointed without prior written recommendation from the same.
23-2 The Executive Vice Chancellor and Academic Vice-Chancellor shall be nominated by the President of Kean University USA in full consultation with the Chinese Party, and appointed by the Chancellor or the Board of Directors; and the Administrative Vice-Chancellors shall be nominated by the Chinese Party in full consultation with the President of Kean University USA, and appointed by the Chancellor or the Board of Directors.
23-3 The Vice-Chancellors shall serve as at-will employees, subject to annual assessments by the Chancellor during their term of office. The Chancellor shall solicit opinions from both appropriate Chinese authorities and the President of Kean University USA while conducting such annual assessments.
23-4 The Academic Vice-Chancellor shall take the responsibilities and duties of academic affairs such as curriculum design and update, program development, teaching and research management etc., and ensuring that the University maintains Kean University standards including but not limited to the American accreditation agency’s standards of excellence. The Academic Vice-Chancellor, as chief academic officer, must report to the President of Kean USA or his designee in all academic and personnel matters and work cooperatively with academic units at Kean USA to ensure program quality, academic management consistency and enforcement of accreditation standards. The Chancellor and the Board shall respect the Academic Vice-Chancellor’s authority with this regard.
23-5 The Administrative Vice-Chancellors shall take the responsibilities and duties of daily administrative management and service such as campus infrastructure, purchase and maintenance of facilities and equipment, raising and management of operation funds etc., ensuring support and services to academic activities, appropriate allocation of resources- other than those necessary for the proper delivery of academic programs and services, and security of operation funds of the University.
23-6 The Vice-Chancellors shall work cooperatively and keep all parties informed.
Article 24 Chancellor’s Administrative Meeting
The University adopts the practice of Chancellor’s administrative meetings, where the members of senior management discuss matters with regard to daily operation and make corresponding decisions.

Chapter Ⅵ Academic Management

Article 25 In order to ensure that the awarding of Kean University USA degrees at Wenzhou-Kean University meets the requirements and academic quality of Kean USA and its accreditation authority, the Vice Chancellor for Academic Affairs and the President of Kean USA have the authority to determine the academic standards and curriculum, and the Vice Chancellor for Academic Affairs is fully responsible for implementing these standards. Academic management of the University shall be organized and conducted by the Vice-Chancellor for Academic Affairs. All academic policies, procedures, and grading systems shall comply with Kean University standards including but not limited to the standards and requirements of American higher education accreditation. The Board of Directors fully respects this academic right of the Kean University USA President and the Vice Chancellor for Academic Affairs.
Article 26 Academic management and the selection of faculty to provide the instruction at Wenzhou-Kean University shall be consistent with current practices in place at Kean University USA.
Article 27 Wenzhou-Kean University shall be subject to assessment and accreditation by Chinese educational administrative authorities and American accreditation authorities.
Article 28 Wenzhou-Kean University shall establish academic organizations such as an academic senate and degree appraisal committee, which shall ensure the intellectual autonomy of the University by playing the advisory, deliberative roles for decision-making in areas of academic program development, academic assessment, teaching and research planning, and faculty professional development, etc.
Article 29 The University shall grant to qualified students academic certificates and degrees of Wenzhou-Kean University, and degrees of Kean University in compliance with the accreditation standards of Middle States Commission for Higher Education (MSCHE).

Chapter Ⅶ Democratic Management and Monitoring

Article 30 The University shall establish CPC party organization pursuant to the Constitution of the Communist Party of China to deal with party affairs.
Article 31 The University shall have Union and other democratic organizations, and hold Congress of Representatives of Employees to facilitate democratic management and monitoring, so as to protect employees’ legal rights.
Article 32 The Congress of Representatives of Employees shall perform the following functions:
32-1 to nominate candidates to attend Board meeting as observers;
32-2 to review education policies, development planning, academic managerial regulations, and budget on major expenditures of the university;
32-3 to offer advice and proposals on working conditions, rules and regulations concerning rights and interest of faculty and staff such as rules about reward and punishment, promotion, payment standards etc.

Chapter Ⅷ Student Affairs

Article 33 Rights and obligations of the students
33-1 Students of Wenzhou-Kean University shall have the following rights:
33-1-1 to participate in academic, social and cultural activities scheduled by the University, and to utilize the University’s resources that are in compliance with the educational cultivation objectives;
33-1-2 to receive fair evaluation on academic achievement, and to obtain corresponding certificates and degree diplomas after meeting graduation requirements;
33-1-3 to file appeals with the University or educational authority with appropriate jurisdiction against academic or disciplinary decisions made by the University;
33-1-4 to file appeals or initiate legal proceedings against any violation of their legitimate personal or property rights by the University or its employees; and
33-1-5 other rights as stipulated in laws and regulations.
33-2 Students of the University shall undertake the following obligations:
33-2-1 to abide by the laws and the University rules, protect the reputation of the University, work hard and complete their degrees;
33-2-2 to complete the course in Chinese national situation and Culture as required by the Chinese Ministry of Education in order to earn the Wenzhou-Kean University Chinese degree
33-2-3 pay tuition and fees in compliance with the University regulations, and fulfill obligations related to scholarship awarding;
33-2-4 other obligations as stipulated in laws and regulations.
Article 34 Regulations on student affairs
34-1 Regulations on student affairs cover the areas of registration and student status, code of conduct, academic regulations, financial aids and scholarship, and student societies, etc. Where appropriate for compliance with the rules and regulations stipulated by the Chinese Ministry of Education, Wenzhou-Kean University shall supplement the Kean University Code of Conduct. Any such supplement shall be developed in collaboration with the Kean University USA division of Student Affairs to ensure that Wenzhou-Kean University remains in compliance with the Middle States Commission on Higher Education standards.
34-2 Students shall simultaneously register with both Wenzhou-Kean University and Kean University. Registration with Wenzhou-Kean University shall be conducted by the University in compliance with all relevant laws and policies; while registration at Kean University USA shall be conducted by Kean University. The University shall assist students in registration with Kean University, and related student services.
34-3 Rules and policies in student affairs shall fully safeguard the legitimate rights and interests of the students, and shall be conducive to improvement of students’ abilities of self-instruction, self-management, self-service and self-discipline.
Article 35 Students societies
35-1 Definition: student societies are organization within the University initiated by the students with the goals of self-service, self-enhancement, self-management or academic enhancement.
35-2 Students shall apply for registration of their societies with the University. Only registered student societies are allowed to use in its name the terms of “温州肯恩大学” or “Wenzhou-Kean University,” or abbreviation of the Chinese and English name of the University, or its logo. The University shall have the right to require any student society not officially registered and recognized by the University to remove the above described Chinese or English names, abbreviations or logo of the University from its organization name or any documents or publicity materials, and reserves all legal rights.
35-3 Students societies shall abide by university regulations, the Student Code of Conduct and social norms, as well as protect the University’s reputation when carrying out their activities.
35-4 Student Government
35–1 Definition: Student Government is a student organization established in compliance with laws, university regulations and its bylaws, with the aims of expressing the opinions and safeguarding the interests of the students and serving the university community.
35–2 The roles and functions: the Student Government is an autonomous organization comprised of students elected by the student body at-large, which functions as a bridge and bond between the University and the students, and serves as a component of democratic leadership for the University.
35-3 The Student Government implements democratic management within the organization.

Chapter IX Financial Management

Article 36 Wenzhou-Kean University shall establish sound financial and accounting systems pursuant to Chinese laws and regulations. The University shall adopt Chinese accounting system and procedure, in compliance with the internationally Generally Accepted Accounting Principles to the maximum extent allowed by relevant Chinese accounting laws and regulations.
Article 37 Wenzhou-Kean University shall open a Renminbi account or accounts with a bank located in China, and open and use a foreign exchange account in compliance with foreign exchange regulations of PRC. All funds of the University shall be deposited in a bank account or accounts in the name of Wenzhou-Kean University, in compliance with Chinese laws and accounting regulations.
Article 38 The accounting year of Wenzhou-Kean University shall begin on January 1st and end on December 31st.
Article 39 All accounting records, vouchers, books and statements of Wenzhou-Kean University shall be made and kept in Chinese and English. The accounting books and financial statements of WKU shall be kept in Renminbi, but certain data shall be additionally recorded in US dollars where appropriate.
Article 40 The entire revenue of Wenzhou-Kean University shall be completely dedicated to the operation and development of the University. Neither party of the cooperation seeks profit from the operation of the University.

Chapter X Amendment to The Articles of Association

Article 41 Amendment may be made to these Articles of Association when one of the following occurs:
41-1 the Cooperation Agreement is amended and consequently causes discrepancy between the Agreement and the Articles of Association; or
41-2 at least three (3) Directors or the Wenzhou-Kean Chairperson and Kean USA President jointly propose an amendment to these Articles of Association.
Article 42 Amendment to the Articles of Association shall be consented by at least two-thirds (2/3) of the voting Directors, and approved by the authority that originally approved the Articles of Association.

Chapter XI Amendment, Termination and Liquidation

Article 43 Any change in the domicile, Chancellor, legal representative and business scope shall be verified or approved by appropriate authorities. The University shall undertake amendment registration with relevant authorities, when any of above described changes occurs.
Article 44 Termination of the university shall be in compliance with the “Regulations on Chinese-Foreign Cooperation in Running Schools”, the Implementation Measures of Regulations on Chinese-Foreign Cooperation in Running Schools and the Cooperation Agreement.
Article 45 If there are still students enrolled in any programs provided by the university, who have not finished their courses at the time of the university’s termination, both parties must adopt necessary measures to ensure that termination of the university shall not cause substantial influence to these students in completing their courses in Wenzhou-Kean University and being granted corresponding degrees.
Article 46 Wenzhou-Kean University shall apply to the examination and approval authority for termination when one or more of the causes for termination stipulated in the Cooperation Agreement occur, and undertake lawful liquidation under the guidance of the appropriate authorities. Liquidation shall be conducted a manner that causes the least influence on current students.
Article 47 Wenzhou-Kean University shall protect legal rights of the employees and students when it comes into liquidation.
Article 48 On or before the first day of classes each fall, Kean USA shall advise Wenzhou-Kean of the financial obligation incurred by Kean USA for salary and benefits for employees contracted for assignment to Wenzhou-Kean. Wenzhou-Kean shall within fourty five (45) days of receipt, escrow the entire amount necessary to fulfill the contractual obligations of Kean USA. In the event of termination, Wenzhou-Kean shall pay any and all outstanding contractual obligations with these funds.
Article 49 Wenzhou-Kean University shall go through cancellation procedure with the registration authority after completion of liquidation.

Chapter XII  Miscellaneous

Article 50 The Articles of Association are governed by applicable PRC laws, and shall be construed in compliance with PRC laws. In the event of any discrepancy between this Articles of Association and PRC laws, the PRC laws shall prevail.
Article 51 Wenzhou-Kean University shall make university regulations in compliance with the Articles of Association. In an event of any discrepancy between university regulations and these Articles of Association, the Articles of Association shall prevail.
Article 52 The Articles of Association are written in both Chinese and English languages. Both language versions shall be of equal force and effect.
Article 53 The right of interpretation of these Articles of Association rests with the Board of Directors.
Article 54 The Articles of Association shall become effective upon approval by the approving authority.