Notice from the Ministry of Civil Affairs and the Central Department of Social Work on Issuing the "Opinions on Strengthening the Construction of Boards of Directors in Social Organizations"

Minfa [2025] No. 46

To the Civil Affairs Departments (Bureaus) and Party Committees' Social Work Departments of all provinces (autonomous regions, municipalities directly under the central government), as well as the Civil Affairs Bureau and Party Committee's Social Work Department of the Xinjiang Production and Construction Corps:

To further promote the standardized development of social organizations, the Ministry of Civil Affairs and the Central Department of Social Work have formulated the "Opinions on Strengthening the Construction of Social Organization Boards of Directors" (hereinafter referred to as the "Opinions"), based on relevant laws, regulations, and policy provisions. Please carefully implement and carry out these Opinions in light of your actual work.

First, it is essential to enhance ideological awareness. Strengthening the governance of the board of directors is a critical task for social organizations aiming to improve their internal management—and it also represents an intrinsic requirement for standardized development. We must fully recognize the importance and urgency of bolstering the governance structures of social organization boards, elevate our political perspective, carefully plan and implement initiatives, and firmly prioritize board-building as a foundational element in driving high-quality growth within these organizations.

Second, strengthen categorized guidance. Based on the distinct characteristics of social organizations across regions, levels, types, and sectors, refine targeted initiatives, promote precise policymaking, and enhance the scientific rigor, relevance, and effectiveness of board-of-directors development.

Third, strengthen supervision and management. Civil affairs departments at all levels and Party committees' social work departments should enhance coordination and collaboration with the supervisory bodies of social organizations and industry regulators. They should incorporate the operational status of social organization boards into routine inspections and oversight, effectively promoting standardized board operations, bolstering staff development, and proactively addressing and mitigating potential conflicts and risks.

Fourth, we must establish a robust long-term mechanism. It is essential to strengthen policy guidance and professional training, helping social organizations identify issues and address shortcomings in line with the requirements outlined in the "Opinions," while also improving the systems governing the operation of their boards of directors. Additionally, we should effectively promote exemplary cases and share best practices, promptly summarize achievements, refine management policies, and continuously enhance the long-term mechanisms that bolster the internal governance capabilities of social organizations.

Ministry of Civil Affairs, Central Department of Social Work
September 4, 2025

Opinions on Strengthening the Construction of Social Organization Boards

In recent years, as social organizations have established and strengthened their organizational structures—such as boards of directors—in accordance with the law, the level of standardized operations has steadily improved. However, some social organizations still face challenges, including unclear responsibilities and authorities of their boards, unscientific operational mechanisms, irregular decision-making processes, and inadequate support systems. As a result, the full potential of the board's role remains underutilized, making it imperative to address these issues promptly. To help social organizations refine their board governance systems and elevate the overall effectiveness of board operations, the following recommendations are now proposed.

I. General Requirements

Guided by Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, we will comprehensively implement the spirit of the 20th National Congress of the Communist Party of China, as well as the outcomes of the Second and Third Plenary Sessions of the 20th Central Committee. With the goal of building social organization legal entities that have clearly defined institutional responsibilities, smooth and coordinated operations, and effective internal governance, we will focus on strengthening the governance structure and enhancing the capacity of the board of directors. This includes refining systems related to board operations, safeguards, and oversight, thereby promoting clearer board responsibilities, more rational staffing, more scientific decision-making, and more standardized functioning. Ultimately, this will enable the board to fully and effectively serve as a central hub in internal governance, better facilitating democratic elections, consultations, decision-making, management, and oversight. Through these efforts, we aim to continuously enhance both the organizational capabilities of social groups and their ability to deliver high-quality services, leveraging the high-quality development of social organizations to powerfully support China's path toward modernization.

II. Implement the Council's Responsibilities

(1) Clearly define functional roles. The board of directors is a crucial decision-making body for social organizations. In accordance with laws, regulations, policy provisions, and its own articles of association, the board formulates development plans, makes decisions on major matters, establishes management systems, and proactively safeguards against operational risks. Social organizations must scientifically delineate the responsibilities of the board from those of other internal governance bodies, ensuring smooth working relationships and well-defined boundaries. Moreover, they should fully implement and uphold the board’s authority to make decisions, manage internal operations, and handle personnel matters—all in strict compliance with the law and the organization’s bylaws—thereby enhancing the board’s independence and credibility. The board should maintain robust communication and coordination with other internal governance bodies, while actively embracing oversight from party organizations, the supervisory board (or supervisors), members, and staff. Additionally, it should strengthen management and guidance over administrative offices. Social organizations may establish a Board Office through structures like the secretariat, providing essential support and resources to facilitate the board’s daily operations and enable its members to fulfill their duties effectively.

(2) Properly exercise authority. The Board of Directors primarily exercises its powers through Board meetings. During the intervals between meetings, if the Board deems it necessary to delegate certain powers and urgent matters to the Chairman or the Secretary-General (including secretaries-general of social organizations and foundations, as well as directors or heads of social service institutions, etc.), such delegation must first undergo collective deliberation and discussion by the entire Board, be reasonably determined based on actual work needs, and clearly specify the delegated tasks, deadlines, requirements, and responsibilities. However, for decisions involving major issues, significant personnel changes, critical project arrangements, or substantial financial expenditures—collectively referred to as "Three Major Matters"—the Board must make decisions collectively; delegation in these cases is strictly prohibited. When the Chairman or Secretary-General handles matters delegated by the Board, they should, in principle, convene office meetings, special sessions, or other forms of collective deliberation to reach a decision.

III. Enhance the Composition of the Board of Directors

(3) Optimize the organizational structure. Social organizations should, based on their specific circumstances and in accordance with the principle of balancing decision-making quality with efficiency, rationally determine the size of their boards of directors and the number of executive leaders. Selection and appointment of board members must prioritize both moral integrity and professional competence, ensuring that only the most qualified individuals are chosen to strengthen the board team. Organizations should also refine the criteria for board member selection, clearly define their responsibilities and accountability frameworks, and establish transparent guidelines for fulfilling their duties, thereby promoting standardized and effective governance. Furthermore, social organizations must enhance education and management for board members, providing tailored training programs on political literacy, legal knowledge, policy theories, and professional expertise as needed, to genuinely improve their ability to carry out their roles effectively. Board members are expected to lead by example in upholding the organization’s mission, strictly adhering to its rules and regulations, and proactively safeguarding the organization’s interests. They should actively engage in deliberations and decision-making processes while firmly resisting any behavior that violates laws or organizational policies for personal gain. The chairperson of the board bears primary responsibility for ensuring the board operates smoothly and fulfills its critical role effectively. As such, the chairperson must rigorously follow the organization’s charter and the board’s mandates when conducting their duties, actively championing the implementation of board resolutions. Additionally, the chairperson is tasked with closely overseeing board members’ adherence to their responsibilities, ensuring that all members fully exercise their rights to information, participation, oversight, and voting. Finally, the chairperson must promptly report significant issues and potential risks back to the board for timely attention and resolution.

(Four) Standardize the candidate selection process. Social organizations must strictly adhere to democratic election requirements, refining rules for candidate nomination, voting procedures, mid-term by-elections, and removal or dismissal of incumbents. They should enhance transparency throughout the process to ensure fairness in the final outcomes. Additionally, organizations must implement democratic consultation practices by strengthening communication and coordination with party organizations within the social organization, founders, members, and major donors, among others. This collaborative approach will enable the comprehensive consideration of diverse perspectives when nominating candidates for the board of directors. The board of directors, meanwhile, should carry out timely leadership transitions as stipulated in the organization’s charter, maintain close communication with relevant government authorities, proactively prepare in advance, develop detailed plans, and ensure that board meetings are conducted in a standardized and orderly manner, thereby guaranteeing a smooth, stable, and well-organized transition process.

4. Optimize the Board of Directors' Decision-Making Mechanism

(5) Strengthen conference preparation. The Board of Directors should enhance pre-meeting management, refine systems related to conference convening, agenda solicitation, and service support, thereby elevating the overall quality of meetings. The Chairman shall regularly or irregularly call Board meetings as stipulated by the charter and in accordance with operational needs. Additionally, any ad-hoc proposals for Board meetings submitted by relevant parties must be promptly reviewed and addressed. The Board Office should reinforce its role in providing robust meeting services, ensuring smooth communication and coordination—such as proactively gathering agenda items, issuing timely meeting notices, arranging and coordinating attendance among Board members, and supplying essential information, materials, and logistical support. To improve the quality of Board meeting agendas, thorough consultations with relevant stakeholders should precede each meeting, accompanied by a comprehensive review and preparation of all supporting documents. Furthermore, before putting agenda items to discussion, an in-depth analysis and risk assessment must be conducted to identify potential challenges. This ensures that Board members are fully informed and equipped to make well-informed, evidence-based decisions.

(6) Implement democratic decision-making. The board meetings must strictly adhere to the principles of democratic centralism, ensuring that each board member has an equal opportunity to express their views fully and vote individually with one vote per person. In principle, meetings should be held in person; however, if special circumstances require an online format—such as via video or telephone—effective measures must be taken to guarantee that all board members can actively participate in discussions and rigorously follow established procedures when casting their votes. The board meetings should invite the Supervisory Board (supervisors) and representatives from the administrative office to attend as observers, and their input should be carefully considered. Furthermore, it is essential to standardize the preparation of meeting minutes and summaries, ensuring a rigorous review and approval process among board members, so that the recorded content accurately reflects the discussions and the entire meeting process remains fully traceable. Finally, robust systems should be put in place to govern proxy attendance, conflict-of-interest voting avoidance, related-party transaction reporting, and information disclosure, thereby strengthening accountability for board members' voting decisions. Any violations of these rules that lead to adverse consequences or losses must be addressed promptly and appropriately, with relevant parties held accountable according to law and regulations.

(7) Strengthen the implementation of resolutions. The Board of Directors should fully leverage its roles in setting direction, ensuring effective implementation, and mitigating risks. It should regularly review progress reports on the execution of relevant resolutions, gaining a clear understanding of the operational status of social organizations as well as their financial assets, personnel changes, and overall dynamics. Furthermore, the Board must enhance comprehensive management and oversight throughout the entire resolution-implementing process, emphasizing the unified achievement of political, social, and legal-ethical outcomes to ensure safety and controllability. During periods when the Board is not in session, the Chairman will represent the Board in overseeing and guiding the administrative offices to clearly define responsibilities, accelerate resolution implementation and institutional compliance, and strengthen monitoring of progress while conducting rigorous performance evaluations.

V. Strengthen Governance Council Operations Support

(8) Leverage political strengths. Social organizations must firmly ensure the Party's overall leadership is implemented in all aspects of board governance and operational duties, actively supporting close collaboration and mutual reinforcement between Party organizations and the board in carrying out activities. Under the guidance of higher-level Party organizations, these groups should formulate, based on their specific circumstances, a list of decision-making matters involving Party participation, and establish robust institutional frameworks for integrating Party involvement into decisions related to the "three major issues" and other critical matters. Board meetings should invite Party organization secretaries to attend, and significant developments should be promptly reported back to the Party organization.

(9) Conduct performance evaluations of board members. Social organizations should refine their evaluation mechanisms for board activities, exploring annual and term-based assessments of both the board's overall performance and the individual contributions of its members. Over time, this will help establish an evaluation system that aligns with the organization's unique characteristics. Furthermore, organizations must strengthen the application of assessment results by implementing positive incentives and constructive accountability measures, thereby boosting board members' enthusiasm, sense of responsibility, initiative, and dedication to their roles and the organization's mission. Additionally, organizations should consider adopting a system of performance commitments, reinforcing the organization's commitment to public welfare and social responsibility. This will encourage board members to diligently and faithfully fulfill their duties. Finally, any violations of relevant regulations during their tenure—especially those that harm the legitimate rights and interests of the organization—must be addressed promptly and rigorously through established procedures.

(10) Strengthen information disclosure. Social organizations should establish comprehensive systems for recording the performance of board members, managing archives, and ensuring transparent information sharing. They must properly safeguard relevant materials, documents, and meeting records, and, in accordance with applicable regulations, include significant board matters and activities within the scope of public disclosure. When there are changes in board membership, detailed archival records should be maintained, and where feasible, such updates can be publicly announced through websites or other platforms. Additionally, the organization must promptly inform the Supervisory Board (supervisors), members, employees, and other stakeholders about board meetings, major decision-making processes, any changes in board composition, and instances of related-party transactions with the organization—ensuring that these communications are open to scrutiny from all relevant parties.

(11) Mediation of Conflicts and Disputes. Social organizations should establish and improve internal mechanisms for preventing, identifying, and resolving conflicts and disputes. In cases where significant disagreements arise within the board of directors, board resolutions fail to be effectively implemented, or the board is unable to carry out regular leadership transitions, the chairperson must strengthen communication and coordination, working closely with relevant parties to actively explore solutions, enhance democratic deliberation, and facilitate consensus-building. If the chairperson is unable to fulfill their duties as required, leading to disruptions in the normal convening of board meetings, the organization should promptly activate the mechanism for calling emergency meetings, ensuring that the board’s responsibilities are discharged efficiently and in a timely manner. Furthermore, when internal conflicts within the board jeopardize the smooth operation of the social organization, it is essential to reinforce the role and authority of the supervisory board (supervisors). If necessary, the organization should leverage third-party mediation services and, where appropriate, resort to judicial channels to help resolve the issues effectively.

Interpretation of the "Opinions on Strengthening the Construction of Social Organization Boards"

Recently, the Ministry of Civil Affairs and the Central Commission for Social Work jointly issued the "Opinions on Strengthening the Construction of Boards of Directors in Social Organizations" (hereinafter referred to as the "Opinions"). An interpretation is provided below.

I. Background of Development

The Party Central Committee, with Comrade Xi Jinping at its core, attaches great importance to the work of social organizations. The decisions made at the Third Plenary Session of the 20th Central Committee of the Communist Party of China include several significant deployments related to social organization work, explicitly emphasizing the need to improve the management system for these organizations. The board of directors is a crucial decision-making body within social organizations, playing a pivotal role as the central hub in their internal governance structure. In recent years, however, some social organization boards have faced varying degrees of challenges, including unclear responsibilities and authority, unscientific operational mechanisms, and irregularities in deliberation and decision-making processes. In some cases, these issues have even led to prolonged dysfunction, preventing organizations from operating effectively. To fully implement the guiding principles of the 20th National Congress of the Communist Party of China, as well as the outcomes of the Second and Third Plenary Sessions of the 20th Central Committee, and to clearly define the goals, requirements, and practical approaches for strengthening social organization boards, the Ministry of Civil Affairs and the Central Commission for Social Work have jointly formulated these "Opinions," building on extensive research and broad consultations while drawing from proven real-world experiences.

II. Main Content  

(1) Clearly define the overall requirements.

The "Opinions" propose aiming to establish social organization legal entities with clearly defined institutional responsibilities, smooth and coordinated operations, and effective internal governance. Focusing on strengthening the governance structure and enhancing the capabilities of the board of directors, the document emphasizes the need to refine systems related to board operations, safeguards, and oversight. This initiative seeks to enable the board to fully and effectively serve as a pivotal hub in the internal governance of social organizations, continuously improving both the organizations' own capacity-building efforts and their ability to deliver high-quality services to external stakeholders.

(II) Implement the responsibilities of the Board of Directors.
The "Opinions" state that the board of directors is a crucial decision-making body for social organizations, primarily responsible for formulating development plans, making major decisions, establishing management systems, and proactively managing operational risks. Social organizations are required to clearly delineate the roles and responsibilities of the board of directors and other internal governance bodies. Moreover, the board of directors must remain accountable to the Party organization, the supervisory board (supervisors), members, and staff. It is explicitly emphasized that the board of directors shall exercise its authority primarily through board meetings; however, for critical decisions involving major matters, significant personnel changes, important project arrangements, or substantial financial expenditures, delegation of authority is strictly prohibited. During periods when the board is not in session, the chairman and secretary-general are expected, in principle, to convene office meetings or specialized sessions to collectively deliberate and decide on matters previously delegated by the board.

(3) Strengthen the composition of the board of directors.

The "Opinions" require social organizations to reasonably determine the size of their boards of directors and the number of executive positions, while adhering to the selection criteria of "both virtue and talent." Organizations are urged to strengthen education and management for board members, providing tailored training as needed to enhance their ability to fulfill their duties. At the same time, board members should actively participate in deliberations and decision-making processes. The document clearly states that the chairman of the board is primarily responsible for ensuring the board operates smoothly and effectively, playing a key role in driving the implementation of board resolutions. The chairman is also tasked with overseeing and supporting board members to perform their duties correctly and uphold their respective rights. Social organizations are required to strictly adhere to democratic election procedures, guaranteeing transparency throughout the process and fairness in the outcomes. Additionally, they must uphold democratic consultation practices, carefully coordinating the nomination of candidates for board positions. Finally, organizations are expected to carry out timely board elections in accordance with their articles of association, fostering close communication with relevant authorities to ensure that the transition process proceeds smoothly, stably, and in an orderly manner.

(4) Optimize the board's decision-making mechanism.

The "Opinions" emphasize that the Board of Directors should strengthen meeting preparations, refine systems related to meeting convening, agenda solicitation, and service support, and enhance the quality of agenda items. Before placing agenda items on the meeting agenda, ensure thorough consultation with relevant parties to facilitate well-informed decision-making. The Board is required to strictly adhere to the principles of democratic centralism during its meetings, guaranteeing that each member has an equal opportunity to express their views fully, with voting conducted one person, one vote. In principle, Board meetings should be held in-person, with attendance extended to include members of the Supervisory Board (supervisors) and representatives from administrative offices. Additionally, the preparation of meeting minutes and summaries must be standardized, and robust systems should be established for managing delegation of attendance, recusal from voting, reporting of related-party transactions, and ensuring timely information disclosure. Finally, the implementation of Board resolutions must be closely monitored throughout the entire process, ensuring a seamless integration of political, social, and legal-ethical outcomes.