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Constitution of The European Chamber of Commerce Taiwan


Chapter I General Clauses

Article 1
The name of the Chamber shall be "The European Chamber of Commerce Taiwan" (hereinafter referred to as "the Chamber".)

Article 2
The Chamber is a non-profit social organization duly incorporated by law, and established for purpose of maintaining the business interests and rights of the European enterprises in Taiwan and enhancing the reciprocal development of the economic and trade relationship between European and Taiwan.

Article 3
The Chamber shall be organized to operate in the entire nation.

Article 4
The site of the Chamber shall be located where the competent government authority is located and branches may be established with the approval of the competent government authority.
Organizational charters of branches as referred to in the above paragraph may be formulated by the Board of Directors, and shall be subject to the approval of the competent government authority.
Setting up or modifying the location of the office of the Chamber or its branches shall be reported to the competent government authority for confirmation.

Article 5
The objectives of the Chamber are as follows:
1. Providing the members consulting service, experiences, comments and commercial opportunities in relation to trades in Taiwan and periodically proposing policy proposals and members newsletters ;
2. Proceeding dialogue with all levels of government, institutions and local business organizations, economic and trade associations and think tanks on behalf of the members;
3. Maintaining close ties with European Union on behalf of the members, including the trade representative offices of EU Member States in Taiwan, the European Economic and Trade Office in Taipei and the European Commission in Brussels;
4. Following the spirits and principles of the World Trade Organization to promote market liberalization, free trade, international standards and corporate governance;
5. Maintaining a level playing field for European companies to compete fairly and ensuring the operation of European companies in Taiwan can be treated equally;
6. Conducting communication with  the media and the public of Taiwan on behalf of the members;
7. Facilitating social interaction and cultural understanding between Europe and Taiwan societies; and
8. Encouraging and supporting every social responsibility program and environmentally friendly business practice promoted by the members.

Article 6
The competent government authority of the Chamber is the Ministry of Interior and the competent government authority for the objectives of the Chamber is the Ministry of Economic Affairs. The objectives of the Chamber shall be directed and supervised by the applicable competent government authorities.

Chapter II Members

Article 7
The Chamber shall have three types of members:
1. Regular Members
(1) Individual Members: any individual of 20 years of age or older domiciled or holding an alien resident certificate in the Republic of China, who endorses the purposes of the Chamber and is a national of any of the European Countries, may become an individual member of the Chamber upon approval by the Board of Directors of the Chamber and reporting to the competent government authority for confirmation. “European Countries” shall include countries of the European Union and any other country that may be considered to be within the European geographical area.
(2) Corporate Member: Any European company, subsidiary, branch, affiliate, agency, representative, organization or liaison office operating in the Republic of China, in which a corporate body, firm, institution or person of European nationality has majority share, interest, effective management control or exclusive agency representation, which endorses the purposes of the Chamber, may become a corporate member of the Chamber upon approval by the Board of Directors of the Chamber and filing of the membership with the competent government authority. Each corporate member shall designate an individual as its representative to participate in all activities of the Chamber and shall have the right to replace said individual at its discretion.
2. Associate Members / Overseas Members / Non-government Organization Members
Any individual or corporation who endorses the purposes of the Chamber and makes the required financial contribution to the Chamber may be invited to act as an associate members, overseas members, or non-government organization members of the Chamber upon approval of the Board of Directors.
3. Honorary Members
An individual who has made a special or significant contribution in the promotion or implementation of the objectives of the Chamber may, with nomination by and approval of the Board of Directors, be invited to become an honorary member of the Chamber. The term of an honorary member shall be indefinite but the number of the honorary members shall be subject to an annual review by the Board of Directors.

Article 8
A regular member of the Chamber shall have the right to vote in elections and matters presented to the members for voting, to be elected, and to participate in a vote to dismiss an officer of the Chamber. Each regular member shall have one vote.
All the associate members, overseas members, non-government organization member and honorary members shall not be entitled to the rights set forth in the foregoing paragraph.
All regular, associate and honorary members may participate and speak in General Meetings and activities organized by the Chamber;

Article 9
Members shall abide by the Constitution and resolutions of the Chamber and pay its membership dues.

Article 10
Any member who violates the laws, provisions of this Constitution or resolutions of the Chamber, may, upon resolution of the Board of Directors, be punished by reprimand, suspension of rights or, in the case where the Chamber is significantly impacted by the violation, expulsion after approval by a General Meeting of the members.
Any member who fails to pay dues by the end of the month following delivery of notice to make payment and who does not make payment within 30 days after delivery of a second notice to make payment shall be suspended for two months. If payment is not made during these two months, the members shall be deemed having automatically withdrew from the Chamber.  In the event when the withdrawn members would like to apply for resumption of membership or rights, the members shall pay off all the past dues unless the members have justifiable excuse which has been reviewed and approved by the Board of Directors. .

Article 11
In any of the following circumstances, a member shall no longer be considered as a member of the Chamber:
1. A member no longer meets the qualifications of a member of this Chamber.
2. A member has been expelled by a resolution of a General Meeting of members.

Article 12
A member may withdraw from the Chamber by submission of a written statement to the Chamber, which shall state the member's reason for withdrawing from this Chamber.

Chapter III Organization and Authority

Article 13
The General Meeting of the members shall be the body of ultimate authority of the Chamber. When the number of the members (representative members) exceeds three hundred, a representative member may be elected to convene the General Meeting of representative member and exercise duties of the General Meeting of the members.  A representative member is elected for a term of one year.  The number and the method for election of representative member shall be stipulated by the Board of Directors, and be put in force upon reporting with and approval by the competent authority.

Article 14
The General Meeting of the members shall have the following powers:
1. to adopt the Constitution of the Chamber and to resolve any subsequent amendments thereof;
2. to elect or dismiss directors or supervisors;
3. to determine the initiation fee, membership dues, enterprise fees and the amount and procedure of donation by members;
4. to review and approve the annual work plan, report, budget and accounts;
5. to review and approve any expulsion of a member;
6. to resolve any disposition of assets;
7. to resolve the dissolution of the Chamber;
8. to adopt any resolutions pertaining to other important matters related to the rights or obligations of members.
The scope of the important matters stated in the subsection 8 shall be determined by the Board of Directors.

Article 15
The Chamber shall have a Board of Directors consisting of fifteen directors and a Board of Supervisors consisting of five supervisors. When electing the aforementioned directors and supervisors, up to five alternate directors and up to one alternate supervisor may be elected at the same time who will step in (in accordance with the order that such alternates are elected) as director or supervisor should any director or supervisor seat becomes vacant.

Article 16
The Board of Directors shall have the following responsibilities:
1. to review the qualification of members;
2. to elect or dismiss the executive directors, Chairperson or Vice Chairpersons;
3. to approve the resignation of directors, executive directors, Chairperson or Vice-Chairpersons;
4. to hire or dismiss the staff and employees of the Chamber;
5. to draft the annual work plan, report, budget and accounts; and
6. to carry out other matters that should be implemented.

Article 17
The Board of Directors shall elect five executive directors, which shall be chosen from among the directors. The directors shall elect a Chairperson and two Vice-Chairpersons, which shall be chosen from the executive directors.
The Chairperson, Vice Chairpersons and executive directors may not concurrently serve on the board of other foreign chambers. Likewise, the chairperson, vice chairpersons and executive directors of other foreign chambers may not concurrently serve on the Chamber’s Board of Directors.
The Chairperson shall manage the affairs of the Chamber, represent the Chamber externally and serve as the presiding officer of General Meetings of the members and meetings of the Board of Directors.
When the Chairperson is unable to perform his or her duties, the Chairperson shall designate one of the Vice Chairpersons to act on the Chairperson's behalf, failing which a person shall be chosen by the executive directors among themselves to act on the Chairperson's behalf.
Whenever the position of Chairperson, one of the Vice Chairpersons or one of the executive directors becomes vacant office, an election shall be held within one month to fill the position(s).

Article 18
The Board of Supervisors shall have the following responsibilities:
1. to oversee implementation of matters by the Board of Directors;
2. to review the annual accounts;
3. to elect or dismiss the executive supervisor;
4. to approve the resignation of any supervisor or executive supervisor; and
5. other matters that should be supervised.

Article 19
The Board of Supervisors shall have one executive supervisor elected by the supervisors, which shall be chosen from among the supervisors. The executive supervisor shall supervise routine affairs of the Chamber and shall be the presiding officer of the Board of Supervisors.
When the executive supervisor is unable to perform his or her duties, he or she shall appoint a person from the supervisors to act on his or her behalf, failing which a person shall be chosen by the supervisors among themselves to act on behalf of the executive supervisor.
Whenever the position of executive supervisor becomes vacant, an election shall be held within one month to fill this position.

Article 20
All directors and supervisors of the Chamber shall hold office without remuneration. Directors and supervisors shall hold office for a term of one year and shall be eligible for re-election. The Chairperson shall not hold the position for more than 2 consecutive terms. The term of directors and supervisors shall be calculated from the date of the first Board of Directors meeting of the same term.

Article 21
Upon any of the following circumstances, a director or supervisor shall be immediately discharged from office:
1. loss of membership qualifications;
2. resigned for cause and approved by the Board of Directors or Board of Supervisors;
3. dismissed or otherwise removed from office;
4. membership becomes suspended for more than one half of the director's or supervisor's term.

Article 22
The Chamber shall have one Chief Executive Officer, who shall attend to the affairs of the Chamber according to the instructions of the Chairperson, and several employed staff. The aforementioned persons shall be nominated by the Chairperson, approved by the Board of Directors and reported to the competent authority for confirmation.
The staff mentioned in the foregoing paragraph may not be one of the directors or supervisors.
The respective duties and responsibilities of the aforesaid staff shall be determined by the Board of Directors.

Article 23
The Chamber may establish various committees, divisions or other internal operating sections, and their organizational regulations (including amendments thereof) shall be subject to approval by the Board of Directors.

Article 24
The Chamber may, depending on its need, designate several honorary directors or consultants who shall provide voluntary services; provided that the number of honorary directors shall not exceed the number of directors and the number of consultants shall not exceed one-third of the directors.

Chapter IV Meetings

Article 25
The Chamber may have regular General Meetings and extraordinary General Meetings, both of which shall be called by the Chairperson.  Except in the case of an extraordinary General Meeting called in the event of an emergency, written notices shall be sent to the members at least 15 days prior to the General Meeting.
The regular General Meeting of the members shall be convened once each year.  Extraordinary General Meetings shall be convened when the Board of Directors deems it necessary to do so, upon request by at least one-fifth of the members, or pursuant to the written request of the Board of Supervisors.
After the Chamber becomes registered as a legal person, an extraordinary General Meeting shall be convened upon request by at least one-tenth of the members of the Chamber.

Article 26
When a regular member is unable to attend a General Meeting, the said member may appoint another regular member to attend and vote on the said member's behalf by written proxy. Each regular member may act as a proxy for no more than one other member in each General Meeting.

Article 27
A resolution of the General Meeting of members shall be adopted by plurality vote of the regular members in attendance (including those who attend via proxies). The necessary quorum for such a General Meeting shall be a majority of the regular members of the Chamber (including those who attend via proxies); provided that the following affairs shall be decided by approval of no less than two-thirds of the regular members (including those who voted by proxies) at a meeting attended by a majority of the regular members of the Chamber (including those who attend via proxies):
1. to adopt this Constitution and any amendment thereof;
2. to resolve the expulsion of any member;
3. to resolve the dismissal of any director or supervisor;
4. to resolve the disposition of assets;
5. to resolve the dissolution of the Chamber;
6. to resolve other important matters related to the rights or obligations of members.
After the Chamber becomes registered as a legal person, the Constitution of the Chamber may only be amended with the affirmative vote of at least three-fourths of all the regular members in attendance (including those who attend via proxies) at a General Meeting or by written consent of two-thirds of all regular members.
Dissolution of the Chamber may be resolved at any time by consent of at least two-thirds of all regular members.

Article 28
The Board of Directors shall convene a meeting once every two months, while the Board of Supervisors shall convene a meeting once every three months. If and when necessary a joint meeting of the Board of Directors and Board of Supervisors or an impromptu meeting shall be convened.
Except for impromptu meetings, prior written notices of at least seven days in advance shall be given for the meetings mentioned in the preceding paragraph. Resolutions of such meetings shall be adopted by a plurality vote of the directors or supervisors (as the case may be) attending the meeting, with at least a majority of all directors or supervisors (as the case may be) in attendance.

Article 29
Directors shall attend Board of Directors meetings and Supervisors shall attend Board of Supervisor meetings, and such attendance shall not be via proxy. Any director or supervisor who fails to attend a meeting without cause for two consecutive meetings shall be deemed as having resigned.

Chapter V Finance and Accounting

Article 30
Operations of the Chamber shall be funded from the following sources:

1. Initiation fees: each member shall pay an initiation fee as provided below upon joining the Chamber.
Corporate members: NT$ twenty thousand dollars and five representatives to be elected; NT$ fifteen thousand dollars and one representative to be elected.
Associate members: NT$ twenty thousand dollars and five representatives to be elected; NT$ fifteen thousand dollars and one representative to be elected.
Individual members: NT$ ten thousand dollars.
Overseas members: NT$ four thousand dollars.
Non-government organization: NT$ one thousand dollars.
 
2. Annual membership dues:
Corporate members: NT$ sixty seven thousand five hundred dollars and five representatives to be elected; NT$ thirty nine thousand five hundred dollars and one representative to be elected.
Associate members: NT$ sixty seven thousand five hundred dollars and five representatives to be elected; NT$ thirty nine thousand five hundred dollars and one representative to be elected.
Individual members: NT$ twenty eight thousand dollars.
Overseas members: NT$ twenty thousand dollars.
Non-government organizations: NT$ twenty two thousand five hundred dollars.
3. Enterprise fees.
4. Donations by members.
5. Mandate income.
6. Earnings from funds of the Chamber.
7. Other lawful revenue.

Article 31
The fiscal year of this Chamber shall correspond to the calendar year, which shall be from January 1st to December 31st each year.

Article 32
At least two months prior to the commencement of the next fiscal year, the Board of Directors shall prepare the annual work plan, budget and summary of employee compensation and submit those to the General Meeting for approval (if for any reason the General Meeting cannot be held on time, then such documents shall be submitted to the joint meeting of the directors and supervisors for approval), and such documents shall be submitted to the competent government authority for confirmation before the beginning of the next fiscal year. The Board of Directors shall also prepare the annual work report, final accounting of income and expenses, cashbook, balance sheets, property directory and income and expenses of the funds of the Chamber. These reports shall be reviewed by the Board of Supervisors and the Board of Supervisors shall prepare and submit its review opinion for the Board of Directors, and then submit it to the General Meeting for approval. These reports shall be filed with the competent government authority before the end of March each year (if the General Meeting cannot be convened on time, then these reports shall be submitted first to the competent government authority). 

Article 33
Upon dissolution of the Chamber, residual assets shall become the property of the local government organization or organization appointed by the competent government authority.

Chapter VI Supplementary Provisions

Article 34
Matters not provided for in this Constitution shall be handled according to applicable law.

Article 35
This Constitution shall become effective upon adoption by the General Meeting of the members and filing to the appropriate competent government authority for confirmation. Amendments shall be handled in the same manner.

Article 36
This Constitution was first approved by the General Meeting of the members convened on the date of October 30, 2012 and has been filed to and confirmed by the Ministry of Interior with the Letter No. [Tai-Nei-She-Tzu No. 1010353327] issued on the date of November 9, 2012.
Amendments to this Constitution were approved by members convened on the date of December 5, 2014 and filed to and confirmed by the Ministry of Interior with the Letter No. [Tai-Nei-Tuan-Tzu No. 1040007707] issued on the date of February 25, 2015.


 

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