| Chapter 1 General Provisions | |
|---|---|
| 1 | The name of this association is the Taiwan Industrial Financial Digital Technology Development Association (hereinafter referred to as this association) |
| 2 | This association is a non-profit public welfare social organization established in accordance with the law, with the purpose of promoting digital technology to support the digitalization of industrial finance and enhancing the future competitiveness of Taiwan's industries. |
| 3 | The tasks of this association are as follows, and they are promoted and implemented in accordance with relevant laws and regulations: |
| 1. Promote digital technology to support the digitalization of industrial finance. | |
| 2. Enhance the future competitiveness of Taiwan's industries. | |
| 4 | The competent authority of this association is the Ministry of the Interior, and the purpose of this association shall be guided and supervised by the competent authorities of the relevant industries. |
| 5 | The organization area of this association is the national administrative region. |
| 6 | The headquarters of this association shall be located in the area under the jurisdiction of the competent authority, and branches may be established with the approval of the competent authority. |
| The organizational rules of the branch in the preceding paragraph shall be formulated by the Board of Directors and submitted to the competent authority for approval before implementation. | |
| The address of the club and branches shall be reported to the competent authority for approval when they are established or changed. | |
| Chapter 2 Members, Directors and Supervisors | |
| 7 | The membership and dues of this association are classified as follows: |
| 1. Individual members: Anyone who agrees with the purpose of this association and has enthusiasm for investment, fills out an application for membership, is reviewed and approved by the board of directors, and pays the membership fee, and becomes an individual member; the membership fee is NT$1,000, payable when the member joins; the annual membership fee is NT$1,000. | |
| 2. Group members: Any organization or group that agrees with the purpose of this association, fills out an application for membership, is reviewed and approved by the board of directors, and pays the membership fee to become a group member. Group members nominate one representative to exercise membership rights; the membership fee is NT$5,000, which is paid when the member joins the association; the annual membership fee is NT$5,000. | |
| 3. Sponsor members: Any individual or group that agrees with the purpose of this association and sponsors the funds and resources of this association, fills out an application for membership, and is reviewed and approved by the board of directors to become a sponsor member. | |
| 8 | Members (member representatives) have the right to vote, elect, be elected, and recall. |
| Each member (member representative) has one right. | |
| Sponsoring members do not have the rights mentioned in the preceding paragraph. | |
| 9 | The term of office of the directors and supervisors of this association is 3 years. |
| 10 | The Association shall have 9 directors (including 3 standing directors, 1 of whom shall be the Chairman) and 1 alternate director. |
| The standing directors shall be elected by all directors. | |
| The Chairman shall be elected by all directors from the standing directors. | |
| 11 | The Association shall have 3 supervisors (1 of whom shall be a standing supervisor) and 1 alternate supervisor. |
| The Board of Supervisors shall have a standing supervisor, who shall be elected by the supervisors to supervise the daily affairs of the association and serve as the chairman of the Board of Supervisors. | |
| 12 | Members shall be obliged to abide by the constitution, resolutions and payment of dues of the association. |
| Members who fail to pay dues shall not enjoy the rights of members, and those who fail to pay dues for two consecutive years shall be deemed to have automatically withdrawn from the association. If a member who has been discharged from the association, withdrawn from the association or suspended from the association wishes to apply for reinstatement or restoration of rights, he shall pay off the outstanding dues unless there are legitimate reasons approved by the Board of Directors. | |
| 13 | When a member (member representative) violates laws, regulations or does not comply with the resolution of the general meeting of members, the board of directors may decide to give a warning or suspend his/her membership. If the situation is serious and harmful to the group, the general meeting of members may decide to expel him/her. |
| 14 | A member shall be dismissed if he/she has any of the following circumstances: |
| 1. Death. | |
| 2. Loss of membership. | |
| Third, those who are expelled by the resolution of the general meeting of members (member representatives). | |
| 15 | Members may declare their withdrawal from the association in writing with the reasons stated. |
| Chapter 3 Organization and Powers | |
| 16 | The general meeting of members is the highest authority of the association. If the number of members (member representatives) exceeds 300, member representatives shall be elected in proportion to the districts, and then a general meeting of member representatives shall be held to exercise the powers of the general meeting of members. The term of office of member representatives is the same as that of directors and supervisors. The number of representatives and the election method shall be implemented after approval by the Board of Directors and reported to the competent authority for record. |
| 17 | The powers of the Member (Member Representative) Assembly are as follows: |
| 1. Formulate and amend the Articles of Association. | |
| 2. Elect and remove directors and supervisors. | |
| 3. Decide on the amount and method of membership fees, annual dues, operating expenses and member donations. | |
| Fourth, decide on the annual work plan, report, budget and final accounts. | |
| Five, decide on the removal of members (member representatives). | |
| Six, decide on the sale, transfer or establishment of other rights of property. | |
| Seven, decide on the dissolution of the association. | |
| VIII. Determine other important matters related to the rights and obligations of members. | |
| The scope of the important matters in the eighth paragraph of the preceding paragraph shall be determined by the board of directors. | |
| 18 | The directors and supervisors of this association shall be elected by the members (member representatives) and the board of directors and the board of supervisors shall be established respectively. |
| When electing the directors and supervisors in the preceding paragraph, alternate directors and alternate supervisors may be elected at the same time according to the vote count. When a director or supervisor is absent, they shall be replaced in order. | |
| The Board of Directors may propose a list of candidates for the next term of directors and supervisors. | |
| Directors and supervisors may be elected by correspondence. The method of correspondence election shall be implemented after approval by the Board of Directors and reported to the competent authority for record. | |
| 19 | The Chairman shall supervise the affairs of the Association internally, represent the Association externally, and serve as the Chairman of the Members' Meeting and the Board of Directors. |
| When the chairman is unable to perform his duties due to some reasons, he shall designate one of the executive directors to act as his deputy. If he fails to designate or cannot designate, the executive directors shall elect one person to act as his deputy. | |
| 20 | The powers of the board of directors are as follows: |
| 1. Review the qualifications of members (member representatives). | |
| 2. Elect and remove executive directors and the chairman. | |
| 3. Decide on the resignation of directors, executive directors and the chairman. | |
| 4. Hire and dismiss staff. | |
| 5. Draft annual work plans, reports, budgets and final accounts. | |
| Sixth, a list of candidates for the next board of directors and supervisors may be proposed. | |
| Seventh, other matters to be implemented. | |
| 21 | When the standing supervisor is unable to perform his duties due to some reasons, he shall designate one supervisor to act as his deputy. If no appointment is made or no appointment can be made, the supervisors shall recommend one person to act as their deputy. |
| When the chairman of the board of supervisors (standing supervisor) is absent, a replacement shall be elected within 1 month. | |
| 22 | The powers of the Board of Supervisors are as follows: |
| 1. Supervise the execution of the work of the Board of Directors. | |
| 2. Review the annual financial statements. | |
| 3. Elect and remove standing supervisors. | |
| 4. Decide on the resignation of supervisors and standing supervisors. | |
| V. Other matters to be supervised. | |
| 23 | Both directors and supervisors are unpaid positions and can be re-elected. The re-election of the chairman is limited to one time. The term of office of directors and supervisors shall be calculated from the date of the convening of the first meeting of the current board of directors. |
| 24 | Directors and supervisors shall be dismissed immediately if they have any of the following circumstances: |
| 1. Those who have lost their membership (member representative) qualifications. | |
| 2. Those who resign for some reason and are approved by the board of directors or the board of supervisors. | |
| 3. Those who are dismissed or removed. | |
| 4. Those who are suspended for more than half of their term. | |
| 25 | The Association shall have one Secretary-General, who shall handle the affairs of the Association under the order of the Chairman, and several other staff members, who shall be appointed and dismissed after being approved by the Board of Directors. |
| The staff members in the preceding paragraph shall not be directors or supervisors. | |
| The powers and responsibilities of the staff members and the matters to be divided into different levels shall be determined by the Board of Directors. . | |
| 26 | The Association may establish various committees, groups or other internal working organizations, and their organizational rules shall be implemented after being approved by the Board of Directors, and the same shall apply when they are changed. |
| 27 | The Association may appoint one honorary chairman, several honorary directors and consultants through the Board of Directors, and their terms of appointment shall be the same as those of the directors and supervisors. |
| Chapter 4 Meetings | |
| 28 | Members (Members' Representatives) meetings are divided into regular meetings and temporary meetings. They are convened by the Chairman of the Board. Except for temporary meetings for emergencies, all attendees shall be notified 15 days in advance. |
| Regular meetings are held once a year. Temporary meetings are held when the Board of Directors deems it necessary, or when more than one-fifth of the members (members' representatives) request it, or when the Board of Supervisors requests it. | |
| After the association has completed the registration of a legal person, an interim meeting shall be convened upon the request of more than one-tenth of the members (member representatives). | |
| 29 | When a member (member representative) cannot attend the general meeting in person, he or she may authorize another member (member representative) to act on his or her behalf in writing. Each member (member representative) may only have one agent. |
| 30 | The resolution of the general meeting of members (member representatives) shall be made by the attendance of more than half of the members (member representatives) and the consent of more than half of the attendees or a greater majority. However, the resolution of the following matters shall be made by two-thirds of the attendees or moreThe above agrees to do so. |
| 1. Establishment and modification of the Articles of Association. | |
| 2. Removal of members (member representatives). | |
| 3. Removal of directors and supervisors. | |
| 4. Disposal of property. | |
| 5. Dissolution of the Association. | |
| Six, other important matters related to the rights and obligations of members. | |
| After the association has completed the registration of a legal person, the change of the articles of association shall be subject to the consent of more than three-quarters of the attendees or the written consent of more than two-thirds of all members; the dissolution of the association may be dissolved at any time by a resolution of more than two-thirds of all members. | |
| 31 | The board of directors shall hold a meeting at least once every six months, and the board of supervisors shall hold a meeting at least once every six months. When necessary, joint meetings or temporary meetings may be held. |
| When the preceding meeting is convened, except for the temporary meeting, all persons who should attend shall be notified 7 days in advance. The resolution of the meeting shall be carried out with the attendance of more than half of the directors and supervisors, and the majority of the attendance. | |
| 32 | Directors shall attend the board of directors meeting, and supervisors shall attend the
supervisory board meeting. The board of directors and the board of supervisors shall not be
represented by proxy.
The board of directors meeting, the board of supervisors meeting and the joint meeting of directors and supervisors may be convened by video conference. The attendance of directors and supervisors at each video conference shall be deemed to be in person, and the signing and voting methods shall be handled in accordance with the function of the video equipment. However, video conferences shall not be adopted for matters involving elections, by-elections, recalls, and the establishment of organizational regulations. If a director or supervisor is absent from the board of directors or the board of supervisors for two consecutive times without reason, it shall be deemed as resignation. |
| Chapter V Funding and Accounting | |
| 33 | The sources of funds for this association are as follows:
1. Membership fee. 2. Annual membership fee. 3. Business expenses. 4. Member donations. 5. Entrusted income. 6. Funds and their interest. 7. Other income. |
| 34 | The accounting year of this association shall be based on the calendar year, from January 1 to December 31 of each year. Before the beginning of the fiscal year, the Board of Directors shall prepare an annual work plan and revenue and expenditure budget table, and within 3 months after the end of the fiscal year, the Board of Directors shall prepare a work report and accounting report for the previous year, submit it to the Board of Supervisors for review, and then prepare a review opinion and return it to the Board of Directors, together with the work plan and revenue and expenditure budget table for the current year, and submit it to the competent authority for record after approval by the Members (Members’ Representatives) General Assembly. If the Members (Members’ Representatives) General Assembly cannot be held as scheduled for some reason, it may first be approved by the Board of Directors and the Board of Supervisors or the joint meeting of the Board of Directors and Supervisors, and then submitted to the General Assembly for ratification, and then submitted to the competent authority for record. |
| 35 | After the dissolution of this Association, the remaining property shall belong to the local
self-governing body or the agency or group designated by the competent authority.
The selection of liquidators and property liquidation procedures for the dissolution of the Association, if the Association is registered as a legal person, shall be handled in accordance with the provisions of the Civil Code unless otherwise provided by law; if the Association is not registered as a legal person, it shall be handled in accordance with the resolution of the Members (Members’ Representatives) General Assembly. If the Members (Members’ Representatives) General Assembly fails to reach a resolution, the Chairman shall serve as the liquidator and the provisions of the Civil Code on liquidation shall apply. |
| Chapter VI Supplementary Provisions | |
| 36 | Matters not provided for in this Charter shall be handled in accordance with relevant laws and regulations. |
| 37 | This Charter shall be implemented after being approved by the general meeting of members (member representatives) and reported to the competent authority for approval. The same applies to changes. |
| 38 | This Charter was approved by the 1st 1st Session of the Association on March 31, 2013. |