Taiwan AIDS Society

As enacted in the General Membership Meeting of August 7, 1992
As amended in the 1994 General Membership Meeting held on December 9, 1994
As amended in the 2001 General Membership Meeting held on November 24, 2001

Chapter I General Provisions

Article 1

The AIDS Society is established under the official name of Taiwan AIDS Society (hereafter referred as the AIDS Society).

Article 2

The AIDS Society is a legitimately established non-profit social organization.

Article 3

The AIDS Society aims to assist the government in preventing the spread of the Acquired Immunity Syndrome (AIDS) and other sexually transmitted diseases (STD) and maintaining the general health and welfare of the nation.

Article 4

The organization area of the AIDS Society covers the administrative boundary of the nation

Article 5

The headquarters of the AIDS Society is located within the zone of its competent authority. It may establish branches in appropriate districts or regions following due approval of the competent authority.

Article 6

The duties of the AIDS Society are:

To assist the government in implementing AIDS control and prevention measures.
To provide medical assistance to AIDS sufferers (including related medical personnel).
To enhance community awareness and concern for the AIDS problem.
To assist the government in promoting the proper understanding and knowledge of AIDS among the general public.
To urge AIDS related academic studies and researches.
To assist the government in contacting and following up status of AIDS sufferers.
To assist in government campaigns for the prevention of sexually transmitted diseases.
To attend to other matters related to the credo and duties provided in the bylaws.

Chapter II General Membership

Article 7

There are four types of membership to the AIDS Society:

Individual members: Any individual, above twenty years of age and possessing any of the following qualifications, agreeing with the founding credo of the AIDS Society, may upon the recommendation of the society founder or two members and execution of the membership application form, apply for membership. Upon the evaluation and approving resolution of the Board of Directors, said applicant shall be granted the status of individual member.
(1) A bachelor degree graduate with a major in medical science.

(2) A bachelor degree graduate with a major in social work, psychology, or law.

(3) A concerned community member active in charity or social work.
Group members: A state or a private institution or organization agreeing with the founding credo of the AIDS Society may upon the execution of the membership application form, apply for membership. Upon the evaluation and approving resolution of the Board of Directors and payment of the pertinent membership fees, said applicant shall be granted the status of group member. Thereafter, the group member shall appoint a representative to exercise its rights and fulfill its duties on its behalf.
Sponsors: The Board of Directors may pass a resolution to designate the status of sponsor to any individual above twenty years of age or any business, institution, or organization agreeing with the founding credo of the AIDS Society and contributing support and assistance to the AIDS Society.
Honorary members: The Board of Directors may pass a resolution to award the status of honorary member to any individual above twenty years of age or any business, institution, or organization agreeing with the founding credo of the AIDS Society and contributing support and assistance to the AIDS Society.

Article 8

A member (member representative) violating the laws and regulations of the country, the bylaws of the Society, or failing to execute a resolution of the General Membership (Member Representative) Meeting may, upon a meeting resolution of the Board of Directors, be subject to a warning or suspension of membership. Where offense committed inflicts serious damage to the reputation and welfare of the organization, membership status of said member may be canceled upon the resolution of the General Membership (Member Representative) Meeting.

Article 9

Under any of the following circumstances a member shall be expelled from the association:

Member loses membership qualifications.
Membership status of a member has been canceled through a General Membership (Member Representative) Meeting resolution.
Member has outstanding membership fees unpaid for three years and requested to withdraw affiliation with the AIDS Society.

Article 10

A member may submit a letter expressing a request for withdrawal of affiliation and reason for such request. Letter should be submitted to the AIDS Society three months in advance. Thereafter, member may withdraw from the AIDS Society at the end of the fiscal year.

Article 11

Membership fees paid to the AIDS Society are not subject to refund upon the member¡¦s withdrawal or expulsion from the association.

Article 12

A member (member representative) is entitled to a right to vote for a resolution or for a candidate in an election, a right to run for election, and a right to depose.
Every member (member representative) is entitled to one vote. A ¡§sponsor¡¨ or an ¡§honorary member¡¨ is not granted the right to vote for a resolution or for a candidate in an election, the right to run for election, and the right to depose.

Article 13

Every member is obliged to abide by the bylaws and meeting resolutions of the AIDS Society, and the duty to pay membership fees.

Chapter III Organization and Staff

Article 14

The General Membership Meeting of the AIDS Society is the highest authoritative body of the society. The Board of Directors shall be empowered to execute the resolutions and decisions of the General Membership Meeting upon the end of the meeting session. The Board of Supervisors is the control body of the society. A member representative is elected in every district pursuant to the district ratio whenever membership population in a district has exceeded 300 members. A General Member Representative Meeting is then summoned to exercise the rights and authorities of the General Membership Meeting. A total of 100 member representatives shall be elected; each shall have a term of office of four years. Election procedure of member representative shall be defined by the Board of Directors and forwarded to the competent authorities for approval and implementation.

Article 15

The General Membership (Member Representative) Meeting shall have the following authorities:

To establish and amend provisions of the bylaws.
To elect or depose a Board Director or Supervisor.
To resolve the amount and payment terms of enrollment fee, annual membership fee, operating expenses, and member donations.
To decide on the annual projects and operations, reports, the annual budget, and the financial statements.
To resolve motions for the cancellation of membership (member representative) status.
To resolve the disposition of society properties.
To resolve the dissolution of the organization.
To resolve other significant matters pertaining to member rights and obligations.

Article 16

The AIDS Society shall be governed by a fifteen-seat Board of Directors and a five-seat Board of Supervisors elected to office from the general member (member representative) population; each established independently. Where circumstances require, elections of the Board of Director and Board of Supervisor may be conducted through mail voting; however, such type of election should not be conducted consecutively. Election procedures shall be defined by the Board of Directors and forwarded to the competent authorities for approval and implementation.

Article 17

The Board of Directors shall have the following authorities:

To decide on matters related to the convening of the General Membership (Member Representative) Meeting.
To evaluate the qualifications of members (member representatives).
To elect or depose Executive Directors and the Chairperson of the Board.
To resolve matters concerning the resignation of Directors, Executive Directors, and the Chairperson of the Board.
To decide on the employment and dismissal of staff members.
To decide on the annual projects and operations, reports, the annual budget, and the financial statements
To attend to all matters for execution.

Article 18

The Board of Directors shall include five Executive Director seats, elected to office from among the elected directors, and from among the five Executive Directors, the directors shall elect the Chairperson of the Board.
The Chairperson of the Board shall oversee the execution of the internal affairs and operations of the society, and is the official representative of the AIDS Society. He is also the convenor or chairperson of the General Membership (Member Representative) Meeting and Board of Directors meeting.
The Chairperson of the Board should occasionally show his presence at the office to attend to society matters requiring his attention. In the event that the Chairperson of the Board is unable to be present, he or she should appoint an Executive Director to act on his or her behalf. Where no deputation has been made, the Executive Director may elect a deputy chairperson from among themselves. In the event of a vacancy in the Executive Director seats or Chairperson seat, a new Chairperson or Executive Director should be elected to fill the seat within one month of its vacancy.

Article 19

The Board of Supervisors shall have the following authorities:

To monitor the Board of Directors in the execution of their duties.
To examine the annual financial statements.
To elect and depose the Executive Supervisor.
To decide on the matters concerning the resignation of Supervisors or Executive Supervisors.
To attend to all other matters requiring monitoring and control.

Article 20

The Board of Supervisors shall elect an Executive Supervisor from among the elected supervisors. The Executive Supervisor shall monitor the execution of the internal affairs and operations of the society and serve as the convenor of the Board of Supervisors meeting. In the event that the Executive Supervisor is unable to attend to his or her duties, he or she should appoint a Supervisor to act on his or her behalf. Where no deputation has been made, the Supervisors may elect a deputy Executive Supervisor from among themselves. In the event of a vacancy in the Executive Supervisor seat, a new Executive Supervisor should be elected to fill the seat within one month of its vacancy.

Article 21

Directors and Supervisors have a four-year term of office; term may be renewed upon reelection. However, the position of Chairperson of the Board is limited to a single reelection. ¡@

Article 22

Directors and Supervisors are positions with no pay.

Article 23

Upon the event of any of the following circumstances, a Director or a Supervisor shall be dismissed from office:

Loss of member (member representative) qualifications.
Party filed a resignation for some reason, and resignation has been approved and passed in a meeting resolution of the Board of Directors or Board of Supervisors.
Party is deposed or dismissed from position.
Party is subject to suspension penalty for a period exceeding half of the official term of office.

Article 24

The AIDS Society shall employ a secretary-general to attend to the affairs and matters of the AIDS Society under the direction of the Chairperson of the Board and a number of staff members subject to the nomination of the Chairperson of the Board and the approving resolution of the Board of Directors. Roster of employees shall be forwarded to the information of the competent authorities. However, dismissal of the secretary-general shall be reported to the competent authority prior to dismissal. Elected officers of the Society are prohibited from assuming any of the aforesaid staff member positions.

Article 25

The AIDS Society may organize committees, subcommittees, or teams; organization rules of which are subject to the discretion of the Board of Directors and approval of the competent authorities before implementation. The same shall be true in the event of amendments.

Article 26

The Board of Directors of the AIDS Society may retain an honorary Chairperson of the Board and several honorary directors and consultants. The term of office shall be the same as that of the directors and supervisors.

Chapter IV Meetings

Article 27

The General Membership (Member Representative) Meeting may be either be a regularly scheduled meeting or an emergency meeting, subject to the convening of the Chairperson of the Board. Meeting notice for which should be issued at least fifteen days before the intended meeting date.

Article 28

In the event that a member (member representative) is unable to personally attend the General Membership (Member Representative) Meeting, said member may execute a proxy letter appointing another member (member representative) to act on his or her behalf. Every member (member representative) may act as proxy for one absentee member only.

Article 29

The meeting resolutions of General Membership (Member Representative) Meeting shall have the agreement of majority of the attending members (member representatives), and meeting shall be attended by at least 50% of the total members (member representatives). However, a meeting resolution concerning any of the following matters shall require the agreement of at least two-thirds of the attending members (member representatives).

Establishment or amendment of bylaw provisions;
Cancellation of a membership (member representative) status;
Deposition of a Board Director or Supervisor;
Disposition of society properties
Dissolution of the organization.
Resolution of other significant matters pertaining to member rights and obligations.

Article 30

The Board of Directors meeting is held once every six months; likewise, the Board of Supervisors meeting is held once every six months. Where circumstances require, a joint meeting of the two boards or an emergency meeting may be convened. Except for the emergency meeting, notice of a meeting should be issued at least seven days prior to the intended meeting date. The attendance of at least 50% of the Directors or Supervisors shall be required to form a meeting quorum, and the agreement of majority of the meeting quorum shall be required to pass a resolution.

Article 31

Directors and Supervisors are obliged to attend the meetings of their respective boards; no proxy designation shall be authorized. Failure of a Director or a Supervisor to attend two consecutive meetings without a valid excuse for such absence shall be construed as a resignation from his or her position.

Chapter V Budget and Accounting

Article 32

The sources of the AIDS Society budget fund are as follows:

Enrollment fee: (1) Individual member ¡V NT$ 500 (2) Group member ¡V NT$ 5,000
Annual membership fee: (1) Individual member ¡V NT$ 500 (2) Group member ¡V NT$ 10,000
Operating expenses
Member donations
Trust earnings
Funds and related interest earnings
Other revenues

Article 33

The fiscal year of the AIDS Society commences on January 1 and ends on December 31 of each year.

Article 34

The annual budget (financial) reports of the AIDS Society is subject to the review of the Board of Directors around two months before (after) the end of each year; thereafter, reports shall be presented to the review and resolution of the General Membership (Member Representative) Meeting. Following their resolution, said reports should be forwarded to the information of the competent authorities and thereafter presented to the General Membership Meeting for acknowledgment. However, in the case of financial reports, report should undergo the evaluation of the Board of Supervisors. The pertaining evaluation results should be attached to the financial reports for presentation in the General Membership (Member Representative) Meeting.

Article 35

Upon the dissolution of the AIDS Society, remaining assets and properties of the society shall be turned over to the custody and ownership of the institution or organization designated by the autonomous organization or competent authority of the locality where the AIDS Society is registered.

Chapter VI Addenda

Article 36

Matters not provided in the bylaws shall be governed by the related laws and regulations of the country.

Article 37

Detailed rules of the AIDS Society affairs shall be defined by the Board of Directors.

Article 38

The bylaws shall be presented to the resolution of the General Membership (Member Representative) Meeting and thereafter forwarded to the approval of the competent authorities for implementation. The same is true for future amendments.

Article 39

The General Membership (Member Representative) Meeting resolution dates, session, competent authority approval dates, and document numbers of the bylaw enactment and amendments are as presented below:

Enacted in the First General Membership Meeting of August 7, 1992
Ratified under the Ministry of the Interior memorandum of August 7, 1992, Doc. No. Tai-(81)-nei-she-tzu-ti-8116434
Ratified under the Ministry of the Interior memorandum of June 17, 2002, Doc. No. Tai-nei-she-tzu-ti-0910066212.

Bylaws