			Constitution

			SOS China Education Fund
			6726 Waldo Avenue
			El Cerrito, CA 94530
			U. S. A.

			December 1, 1992
                        Amended on November 6, 1993

Article I:      Name

     The name of this organization shall be SOS China Education Fund,
hereafter referred to as the Fund.



Article II:     Objectives

     The objectives of the Fund shall be to raise money from any
available sources to promote the education in China, especially to
help rural students, teachers and schools for better education.

     The Fund is registered as a non-political, non-profit, independent
organization.

Article III:    Membership

     Any person who contributes their money or time to help the Fund
reaching its goal could be a member of this organization. The suggested
membership fee is $20.00.  All new members should be registered by the
secretary and announced to all members by the president.


Article IV:     Officers

     The officers of the Chapter initially shall be as follows:

		President:  Xu Wang
		Vice-Presidents:  Minqi Bao, J. B. McCombs and Yanan Wu
		Secretary:  Shusheng Luan
		Treasurer:  Zhiyong Huang 

The Bylaws may establish additional officers.


Article V:     Executive Board

     The Fund's Executive Board shall consist of all the officers, and
one or more elected Board Members.  The number of Board Members shall
be determined by the Bylaws, and shall be set to achieve an Executive
Board with an odd number of total members (officers plus Board Members).


     The ultimate policy-making and management powers of the Fund shall
be held by the Executive Board, operating by a majority vote on any
matter.  A ``majority vote'' requires the positive vote of a majority of
the entire Executive Board, not a mere majority of those present at a
particular meeting.

     The Executive Board may delegate to one or more officers any
management powers it deems appropriate to carry out the purposes of the
Fund.  Delegations of power may be durable, such as those in the Bylaws,
or only for a specific task or event, by resolution of the Executive
Board.



Article VI:     Terms of Office

     The term of all officers (except Treasurer) is one year.  The term
of treasurer is two or three years (as determined by the Bylaws).  The
term of each officer starts right after the election and ends when the
officer of the successive term is elected. All officer shall be elected
at the Fund meeting. The election of Executive Broad members other than
the officers follows the same rule.



Article VII:     Meetings

    An annual meeting shall be hold for reports from officers and
committees,  election of Board Members and any officers whose terms are
expiring, and discussion and voting on proposed amendments to this
Constitution. Executive Board may present to the members via e-mail
net-work for additional meetings dealing with similar or other business
related to the fund.


Article VIII:     Amendment of Charter Constitution

     This Constitution may be amended by a two-thirds vote of e-mail
ballots cast, or of Fund members present at any annual meeting of the
Fund.  Notice of a proposed amendment must be mailed by the Secretary to
all members at least 14 days prior to the closing date for mail ballots
or the date of the meeting, as applicable (7 days for e-mail network).
Amendments to the Constitution may be proposed only by a majority vote
of the Executive Board, or by a written petition to the Executive Board
that is signed by 25% of the members.


Article IX:     Status and Dissolution

	The Fund is organized exclusively for charitable and educational 
purposes within the meaning of section 501(c)(3) of the internal revenue 
code.

	Notwithstanding any other provision of these articles, the Fund
shall not carry on any other activities not permitted to be carried on
(a) by an organization exempt from Federal income tax under section
501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding
provision of any future United States Internal Revenue law) or (b) by an organization contributions to which are deductible under section
170(c)(2) of the Internal Revenue Code of 1986 (or corresponding
provision of any future United States Internal Revenue law).

     The Fund may be dissolved by the procedures described above for
amendments to this Constitution.

	Upon the dissolution of the Fund, assets shall be distributed for 
one or more exempt purposes within the meaning of the section 501(c)(3)
of the Internal Revenue Code (or corresponding section of any future tax
code), or shall be distributed to the federal government, or to a state or
local government, for a public purpose.  Any such assets not so disposed
of shall be disposed by the Court of Common Pleas of the county in which
the principle office of the Organization is then located, exclusively for
such purposes or to such organization or organizations, as said Court
shall determine, which are organized and operated exclusively for such
purposes.
