About
Bylaw
Chapter One General Provisions
Chapter Two Members, Directors and Supervisors
Chapter Three Organization and Responsibilities
Chapter Four Meetings
Chapter Five Funding and Accounting
Chapter Six Appendix
Article 1 The name of this association shall be Taiwan Smart Solutions Association (hereinafter referred to as the Association).
Article 2 The Association is a non-profit social organization established by law. In response to the growing development of the world's smart cities, the Association aims to establish a brand powered by Taiwan's smart solutions and a platform to market Taiwan and promote concrete international cooperation, and to lead Taiwan's smart industry to become a leader in the construction of global smart cities with the aim of enhancing international competitiveness.
Article 3 The mission of the Association is as follows, and shall be promoted and implemented in accordance with relevant laws and regulations:
(1) To develop the international smart city market and exporting Taiwan's intelligent solutions.
(2) To establish a brand driven by Taiwan's smart solutions.
(3) To cooperate and assist the direction of national strategy development, and cooperate with the industry chain to develop application of specific technologies.
(4) To serve as a window for members to link with the international community.
Article 4 The competent authority of the Association shall be the Ministry of the Interior. The purpose and business of the Association shall be subject to the guidance and supervision of the competent authority.
Article 5 The Association shall be organized in the national administrative region.
Article 6 The Association shall be located in the area where the competent authority is located, and may establish branch offices with the approval of the competent authority. The former branch organization guidelines shall be prepared by the Board of Directors and approved by the competent authorities. The address of the Association and the address of the branch office shall be reported to the competent authority for approval in a letter when it is set up and changed.
Chapter II. Memberhips, Directors and Supervisors
Article 7 The members and membership categories of this Association shall be as follows:
(1) Individual Members: Research units, school professors, consultants and individuals who agree to the purpose of this Association and are willing to actively participate in the activities of the Association. After filling out the membership application form, approved by the Board of Directors, and paying the membership fee, they will become individual members of the Association. The membership fee is NT$1,000, which is paid at the time of membership, and the annual membership fee is NT$2,000. For those who pay the annual membership fee for three years at a time, a 30% discount on the annual membership fee will be offered.
(2) Corporate Members: Those organizations or groups who agree to the purpose of this Association and are willing to actively and enthusiastically participate in the group activities of this Association. After filling out the membership application form and being approved by the Council and paying the membership fee, they shall be group members of this Association, and shall be entitled to the rights of members. The grade standards for the group members are as follows:
| Type | Capital | Annual Fee/Mo | Total (A+B) | No. of Members |
|---|---|---|---|---|
| A | Over NT$100 Million | 2,500 NTD | 33,000 NTD | 5 people |
| B | Over NT$40 Million | 2,000 NTD | 27,000 NTD | 4 people |
| C | Over NT$5 Million | 1,500 NTD | 21,000 NTD | 3 people |
| D | Less than NT$5 Milion | 700 NTD | 28,200 NTD | 2 people |
Group members who pay their annual dues for three years at a time will receive a 30% discount on their annual dues. The membership fees are graded as follows:
| Type | Capital | Annual Fee/Mo | Total (A+B) | No. of Members |
|---|---|---|---|---|
| A | Over NT$100 Million | 1,750 NTD | 66,000 NTD | 5 people |
| B | Over NT$40 Million | 1,400 NTD | 53,400 NTD | 4 people |
| C | Over NT$5 Million | 1,050 NTD | 40,800 NTD | 3 people |
| D | Less than NT$5 Milion | 700 NTD | 28,200 NTD | 2 people |
(3) Permanent Members: Individual members and corporate members of the Association shall be permanent members by paying the annual membership fee for 10 years in addition to the membership fee.
(4) Student Members: Students and postgraduates who agree with the purpose of the Association and who are 20 years of age or older shall become student members of the Association by completing an application form for membership and having it approved by the Board of Directors and paying the membership fee. The membership fee is NT$300, payable at the time of membership, and the annual membership fee is NT$500. For those who pay the annual membership fee for three years at a time, a 30% discount on the annual membership fee will be given.
(5) Sponsoring Members: Any individual or organization that agrees with the purpose of the Association and sponsors the funds and resources of the Association can become a sponsoring member of the Association after the approval of the Board of Directors and the payment of sponsorship, without paying the membership fee. In addition to the right to vote, election, the right to be elected and the right to be dismissed, members can enjoy general membership services and participate in the relevant activities of the Association.
(6) Honorary Members: Those who agree with the purpose of the Association and have made outstanding contributions to the promotion of the development of medical-related industries or their related affairs may become honorary members of the Association upon approval by the Council of the Association.
Article 8 Members (member representatives) have the right to vote, elect, be elected, and be removed from office. Each member (member's representative) shall have one right.
Article 9 The term of office of the directors and supervisors of the Association shall be three years.
Article 10 The Association shall have 11 directors (including 3 permanent directors, one of whom shall be the chairman) and 3 alternate directors. The Council will set the executive director, elected by the directors from among themselves, and the directors will elect the chairman of the executive director. The vice chairman shall be appointed by the chairman of the council from the council.
Article 11 The Association has 3 supervisors (one of them is the permanent supervisor) and 1 alternate supervisor. The Supervisors shall be elected by the Supervisors among themselves to supervise the daily affairs and to serve as the Chairman of the Supervisors.
Article 12 Members shall have the obligation to comply with the the Association‘s Bylaw, resolutions and pay the fees. Members who have not paid fees shall not have the rights of members, and those who have not paid fees for two consecutive years shall be deemed to have automatically withdrawn from the association. Members who have been discharged, withdrawn or suspended from membership, and wish to apply for reinstatement or restoration of membership, shall pay the outstanding dues unless there is a valid reason for approval by the Board of Directors.
Article 13 If a member (member representative) violates the Association‘s Bylaw or does not comply with the resolution of the general meeting, he/she may be warned or suspended by the resolution of the board of directors, and if he/she endangers the group in a significant manner, he/she may be removed by the resolution of the general meeting.
Article 14 A member who has one of the following circumstances shall be expelled from the association.
(1) Death.
(2) Loss of membership.
(3) Expulsion by resolution of the members (or representatives of the member) in a general meeting.
Article 15 Members may declare their withdrawal from the Association in writing with reasons.
Chapter III. Organization and Powers
Article 16 The Association shall have a general meeting as the highest governing body. If the number of members (representatives of members) exceeds 300, the members shall elect representatives of members in proportion to the number of members in the region, and then convene a general meeting of members to exercise the powers and functions of the general meeting. The term of office of member representatives is the same as that of directors and supervisors, and the quota and election method shall be approved by the board of directors. The number of members and the method of election shall be approved by the Board of Directors and then implemented and reported to the competent authorities for verification.
Article 17 The responsibities of the general meeting of members (or member's representatives) is as follows:
(1) to establish and amend the Association's Bylaw
(2) to elect and dismiss directors and supervisors.
(3) to decide the amount and method of admission fees, annual fees, business expenses and member donations.
(4) to decide the annual work plan, report and budget, and final accounts.
(5) to decide on the dismissal of members (or representatives representatives).
(6) to resolve the sale, transfer or other rights of property.
(7) to decide on the dissolution of the Association.
(8) to decide on other matters related to the rights and obligations of the members.
Article 18 The directors, supervisors shall be elected by the members (or member representatives), and the directors' council and supervisors' Council shall be established separately. When electing the directors and supervisors, candidates for directors and supervisors should be elected at the same time according to the voting situation. In case of the vacancy of directors and supervisors, they will be replaced in sequential order. The council can propose a list of candidates for directors and supervisors for the next term. Directors and supervisors can be elected by correspondence. The communication election method shall be approved by the council and reported to the competent authorities for record.
Article Nineteen The chairman of the directors shall be responsible for internal coordination and supervision of the Association's affairs, represent the Association externally, and shall serve as the chairman of the Member Conference and the directors' council. When the chairman of the directors is unable to perform his duties due to matters, he shall designate a permanent director to act on his behalf. If no appointment is made or the appointment cannot be made, the permanent director shall nominate 1 to act on his behalf. When the chairman and executive director are vacant, a by-election shall be held within one month.
Article 20 The responsibilities of the Directors' council are as follows:
(1) to examine the qualifications of members (member representatives).
(2) to elect and dismiss permanent directors and chairman of the directors.
(3) to decide on the resignation of directors, permanent directors and chairman of the directors.
(4) to hire staff.
(5) to draft the annual work plan, report and budget, and final accounts.
(6) to submit a list of candidates for directors and supervisors for the next term.
(7) other directors duties to be performed.
Article 21 When the permanent supervisor is unable to perform his duties due to matters, he shall designate one of the supervisors to act on his behalf. If no appointment is made or the appointment cannot be made, the supervisors shall nominate a person to act on his behalf. In case the chairman of the supervisors (permanent supervisors) is absent, he shall be re-elected within one month.
Article 22 The responsibilities of the Supervisory Board are as follows:
(1) to monitor the execution of the work of the Board of Directors.
(2) to review the annual financial statements.
(3) to elect and dismiss of Executive Supervisors.
(4) to resolve the Resignation of supervisors and Executive Supervisors.
(5) other Supervisory duties to be performed.
Article 23 Directors and Supervisors shall serve without remuneration and can be re-elected. The re-election of the Chairman of the Board of Directors shall be limited to one time. The term of office of the Directors and Supervisors shall be counted from the date of the first meeting of the Board of Directors of the current term.
Article 24 The Directors and Supervisors shall be dismissed in any of the following circumstances:
(1) Loss of membership (member representative) qualification.
(2) Resignation due to special reasons passed by resolution of the Board of Directors or the Supervisory Board.
(3) Dismissal or removal.
(4) Suspension of qualifications for more than half of the term.
Article 25 The Association shall have one Secretary-General to take orders from the chairman to deal with the affairs of the Association and several other staff members who shall be appointed and discharged by the chairman upon approval of the Board of Directors and reported to the competent authority for examination. The former staff members shall not be appointed by the directors or supervisors. The powers and responsibilities of the staff and the division of responsibility shall be separately determined by the Board of Directors.
Article 26 The Association may establish various committees, teams or other internal operating organizations, whose organizational regulations shall come into effect upon approval by the Board of Directors by a majority of five, and the same shall apply to any amendment.
Article 27 The Association may appoint one honorary chairman of the Board of Directors, several Honorary Directors and Advisors, and the term of their appointment shall be the same as that of the Directors and Supervisors.
Article 28 The general meeting of members (representatives of members) shall be divided into regular meetings and special meetings, which are convened by the chairman and he/she should notify all persons to be attended 15 days in advance except for emergency meetings. Regular meetings are convened once a year, and special meetings are convened when the Board of Directors considers it necessary, or when more than one fifth of the members (or member representatives) request it, or when the Supervisory Board sends a request to convene. After the registration of the legal person of this association, the special meeting shall be convened upon the request of more than one tenth of the members (or member representatives).
Article 29 When members (member representatives) are unable to attend the Member Assembly in person, they may entrust other members (member representatives) in writing, and each member (member representative) may be appointed to represent one person.
Article 30 The resolution of the general meeting of the members (member representatives) shall be made by a majority of the members (member representatives) present, and the agreement of the greater number of members present. However, the resolution of the following matters shall be carried out with the consent of at least two-thirds of those present:
(1) Establishing and amending the Association‘s Bylaw
(2) Removal of members (or member representatives).
(3) Dismissal of directors and supervisors.
(4) Distribution of property.
(5) Dissolution of the association.
(6) Other major matters related to the rights and obligations of members.
After the registration of the legal person of this association, the amendment of the articles of association shall be made by more than three fourths of the members (member representatives) attending or by more than two thirds of the members in writing. The dissolution of this association may be resolved at any time by more than two thirds of all members.
Article 31 The Board of Directors shall hold at least one meeting every six months, and the Supervisory Board shall hold at least one meeting every six months. Joint meetings or special meetings may be convened when necessary. When convening such meetings, except for special meetings, all persons to be attended shall be notified 7 days prior, and the resolution of the meeting shall be agreed by the majority of the directors and supervisors present, and the majority of those present.
Article 32 The directors shall attend the meetings of the Board of Directors, and the supervisors shall attend the meetings of the Supervisory Board. No proxy attendance is allowed in the meetings of the Board of Directors and the Supervisory Board. Video conferences may be convened for meetings of the Board of Directors, the Supervisory Board, and joint meetings of the directors and supervisors, and the directors and supervisors attending video conferences shall be deemed as attending in person. Sign in and voting methods shall be handled in accordance with the functions of the video equipment. However, video conference shall not be used for matters involving election, by-election, dismissal, or setting organizational regulations. If a director or supervisor is absent from the board meeting or supervisory meeting for two consecutive times without any reason, he/she shall be deemed to have resigned.
Chapter V. Funding and Accounting
Article 33 The sources of funds of this Association shall be as follows:
(1) Membership fees.
(2) Annual membership fees.
(3) Business expenses.
(4) Donations from members.
(5) Commissioned income.
(6) Funds and interest income thereof. (7) Other income.
Article 34 The accounting year of this Association shall be based on the calendar year, starting from January 1st and ending on December 31st of each year. The Board shall prepare the annual work plan and the income and expenditure budget of the current year at the beginning of the accounting year, and shall prepare the report on the work of the previous year and the accounting report three months after the end of the accounting year, and submit it to the Supervisory Board for review with the opinion of the Supervisory Board after review, together with the annual work plan and the income and expenditure budget of the current year, and submit it to the members’ meeting (representatives) for approval and report to the competent authority for record. If the members’ meeting (representatives) cannot be convened on schedule due to any reason, it shall be approved by the Board and Supervisory Board or the joint meeting of the Board and Supervisory Board, and shall be reported to the members’ meeting (representatives) for recognition afterwards and then reported to the competent authority for record.
Article 35 After the dissolution of this Association, the remaining property shall belong to the local self-government unit or the unit group designated by the competent authority of the place where the property is located. The selection of liquidators and the liquidation procedures of the Association upon dissolution shall, if the Association has been registered as a legal person, be handled in accordance with the provisions of the Civil Code; if the Association has not been registered as a legal person, it shall be handled in accordance with the resolution of the members' meeting (representatives), and if the members' meeting (representatives) is unable to resolve, it shall be handled by the chairman of the board as the liquidator and the provisions of the Civil Code shall be followed.
Article 36 This Chapter shall be implemented after being approved by the members’ meeting (representatives) and reported to the competent authority for record, and the same shall apply to any amendment.
Article 37 This Bylaw was approved by the first members' meeting (representatives) of the 1st session of the Association on December 28, 2021.
Article 38 This Bylaw was amended and approved by the second members' meeting (representatives) of the 1st session of the Association on December 28, 2022.
The provisions of this Bylaw shall be governed by the relevant laws and regulations in the matters not specified herein.