Chapter One: General
- Article 1:
- The name of this Association is the “Taiwan Medical Association for the Study of Obesity”, hereafter “this Association”.
- Article 2:
- This Association is a non-profit seeking social association established in accordance with relevant laws.
The purpose of the Association is to promote research and development in the study of obesity, and enhance the levels of prevention and treatment of obesity.
- Article 3:
- The organization jurisdiction of this Association is the national administrative jurisdiction of Taiwan.
- Article 4:
- The address of this Association shall be located at the place of the competent authority and may establish branches by approval of the competent authority.
Organizational rules for a branch referred to in the preceding paragraph shall be prepared by the board of directors, and shall enter into force by approval of the competent authority.
The establishment and any change of address of this Association and its branch/es shall be reported to the competent authority for approval.
- Article 5:
- Missions of this Association are as follows:
1. Promoting research and development of prevention and treatment of obesity.
2. Holding academic seminars and discussions relating to the study of obesity.
3. Publishing magazines and journals relating to the study of obesity.
4. Providing professional training and continuing education to medical personnel in the field of the study of obesity.
5. Organizing selection of medical practitioners specializing in the field of obesity.
6. Liaising with other relevant academic associations within and outside Taiwan.
7. Undertaking other matters related to the purpose and missions stated in these Articles.
- Article 6:
- The competent authority of this Association is the Ministry of the Interior. Based on the purpose and missions of this Association as stated in the Articles, the principal competent authority for the purpose enterprise is the Department of Health of the Executive Yuan. The purpose enterprise shall be subject to the guidance and supervision of each relevant competent authority for the enterprise.
Chapter Two: Members
- Article 7:
Members of this Association may be of four categories: members, provisional members, honorary members, and sponsoring members. Their qualifications are as follows:
1. Member: Any person aged 20 years and above, supportive of the purpose of this Association, possessing research experience related to the study of
obesity, satisfying any one of the following criteria, and passed the review of the board of directors of the Association:
(1) Has been issued a Republic of China Medical Practitioner’s Certificate;
(2) Academic personnel in a field related to the study of obesity, ranked “Teaching Level” or above in accordance with the rankings set by the
Ministry of Education;
(3) Possesses a PhD from a Taiwan or overseas university or college that is recognized by the Ministry of Education, and has published a thesis
related to the study of obesity (as a first author or correspondent);
(4) Has been a provisional member of this Association for six (6) years or more, and has completed professional continuing education courses
recognized by this Association with accumulated points of 120 or more (no less than 20 points per year).
2. Provisional member: Any person who is a Republic of China national, aged 20 years or above, supportive of the purpose of this Association, is
graduated from a faculty related to the study of obesity at a university or college within or outside Taiwan, and has been recommended by two existing
members and passed the review of the board of directors of the Association.
3. Honorary member: Any person who has made a special contribution to research related to the study of obesity, and whose recommendation has been
approved by the board of directors of the Association.
4. Sponsoring member: Any person who is supportive of the purpose of this Association, has sponsored this Association, and has been recommended by
two existing members and approved by the board of directors of the Association. A sponsoring member may be either an individual member or a group
- Article 8:
- A member shall have voting right, election right, election candidacy right and impeachment right.
Each member shall have one right; provisional members, honorary members and sponsoring members shall not be entitled to the above rights.
- Article 9:
- Each member of this Association shall have the obligations of conforming to Articles of Association and resolutions of this Association, as well as paying the annual fees. A member who fails to pay the annual fee in accordance with these Articles for two (2) consecutive years shall be deemed to have voluntarily resigned from this Association.
- Article 10:
- In the event that a member of this Association violates any relevant laws or regulations, these Articles, or resolutions of the members meeting of this Association, the board of directors may resolve to issue a warning or suspend rights of the member; where the violation seriously and detrimentally affects the Association, the members meeting may resolve to remove such member from the membership register.
- Article 11:
- A member may be removed from this Association if the members meeting resolves to remove such member from the membership register.
- Article 12:
- A member of this Association may declare his/her resignation from this Association by a written declaration stating reasons.
Chapter Three: Organization, Powers and Duties
- Article 13:
- The members meeting of this Association is the highest authority of this Association. In the event that the Association has more than 300 members, the Association may divide the jurisdiction into regions and elect regional representatives to convene a meeting of member representatives, which shall exercise the duties and powers of the members meeting. A member representative shall serve for a term of three (3) years, and the number of members that he/she represents, the proportions of the regional divisions, and method of elections shall be determined by the board of directors and enforced following approval by the competent authority.
- Article 14:
- Duties and powers of a members meeting shall be as follows:
1. Determine and amend these Articles of Association;
2. Elect and impeach directors and supervisors;
3. Resolve on the amount of annual fees, annual dues, enterprise fees, and method of donations;
4. Resolve upon the annual work plans, reports, budgets and account settlements;
5. Resolve upon the de-registration sanctions against members of this Association;
6. Resolve upon the disposal of property;
7. Resolve upon the dissolution of this Association;
8. Resolve upon other important matters relevant to rights and obligations of members of this Association.
The scope of important matters referred to in subparagraph 8 above shall be as determined by the board of directors.
- Article 15:
- This Association shall appoint 15 directors and 5 supervisors, who shall be elected by the members. They shall form a board of directors and board of supervisors respectively.
When electing the directors and supervisors referred to in the preceding paragraph, 5 alternate directors and 1 alternate supervisor may also be selected based on the voting, who shall fill up any directorship or supervisorship vacancy in order.
The current term board of directors may produce a list of director and supervisor candidates as reference for election for the following term.
Directors and supervisors may be elected by a correspondence election, provided that such correspondence elections may not be held consecutively.
The method of correspondence elections shall be as passed by the board of directors and shall enter into force upon being approved by the competent authority.
- Article 16:
- Duties and powers of the board of directors shall be as follows:
1. Examine qualifications of members of this Association;
2. Elect and impeach the executive director/s and chairman of the board;
3. Resolve upon resignation of directors, executive directors and chairman of the board;
4. Hire and dismiss work staff;
5. Preparing the annual work plan, reports, budgets and account settlement;
6. Other matters to be carried out.
- Article 17:
The board of directors shall appoint 5 executive directors, who shall be elected by the directors from amongst themselves; the directors shall also elect one from amongst the executive directors to act as the chairman of the board. The chairman of the board shall internally supervise affairs of the Association and externally represent this Association, as well as serve as the chairman for members meetings and board of directors meetings.
Where the chairman of the board is unable for carry out his/her duties for any reason, he/she shall appoint one executive director to act as deputy; where such designation has not been made or cannot be made, the executive directors shall nominate one from amongst themselves to act as deputy.
In the event that the position of chairman of the board or executive director is vacant, an election shall be held within one (1) month to fill the vacancy.
- Article 18:
- The duties and powers of the board of supervisors shall be as follows:
1. Supervise the carrying out of work by the board of directors;
2. Audit the annual account settlement;
3. Election and impeachment of an executive supervisor;
4. Resolve the resignation of supervisors and executive supervisor;
5. Other matters to be supervised.
- Article 19:
- The board of supervisors shall appoint 1 executive supervisor, who shall be elected by the supervisors from amongst themselves, and who shall supervise the daily affairs of the Association and serve as chairman of the board of supervisors.
Where the executive supervisor is unable for carry out his/her duties for any reason, he/she shall appoint one supervisor to act as deputy; where such designation has not been made or cannot be made, the supervisors shall nominate one from amongst themselves to act as deputy.
In the event that the position of the executive supervisor is vacant, an election shall be held within one (1) month to fill the vacancy.
- Article 20:
- Directors and supervisors of this Association shall serve on a pro bono basis. Each term shall be three (3) years, and may be re-elected.
- Article 21:
- A director or supervisor shall be dismissed immediately if any of the following applies:
1. Loses his/her membership qualification;
2. Resigns for any reason, which is passed by resolution of the board of directors or board of supervisors;
3. Is impeached or removed;
4. Is subject to a suspension of rights.
- Article 22:
- The Association shall appoint one Secretary to handle affairs of the Association in accordance with instructions of the chairman of the board of directors. The Association shall also appoint several other work personnel, who shall be nominated by the chairman of the board, and whose appointment and removal shall be passed by the board of directors, and reported to the competent authority for approval. Dismissal of the Secretary shall first be reported to the competent authority for approval.
A director or supervisor may not also act as a member of the work staff referred to in the preceding paragraph.
The duties, powers and delegated responsibilities of the work staff shall be as separately determined by the board of directors.
- Article 23:
- The Association may establish various committees, teams or other internal work organizations. The relevant organizational regulations shall enter into force upon being determined by the board of directors; the same applies to any subsequent amendments.
- Article 24:
- The board of directors of the Association may appoint one honorary chairman of the board, and several honorary directors and consultants of the board, who shall serve for a term equal to that of the current term of directors and supervisors.
Chapter Four: Meetings
- Article 25:
- A members meeting may be either a regular meeting or extraordinary meeting, and shall be convened by the chairman of the board of directors. A written notice of convention of a meeting shall be issued 15 days before such convention, except in the case of extraordinary meetings convened in an event of emergency. A regular meeting shall be convened once a year; extraordinary meetings shall be convened whenever the board of directors deems necessary, or by request of one-fifth or more of all members, or by written request of the board of supervisors. Following the registration of juristic person status by this Association, the interim members meeting shall be convened by request of one-tenth or more of members.
- Article 26:
- Where a member is unable to attend a members meeting personally, he/she may appoint another member to act as proxy in writing. Each member may only act as proxy for one other member.
- Article 27:
- Resolutions of a members meeting shall be passed by a meeting attended by a majority of members, with the consent of a majority of attending members. However, a resolution concerning dissolution of this Association, and other important matters relevant to rights and obligations of the members shall be passed only with the consent of more than two-thirds of attending members.
Following the registration of juristic person status by this Association, an amendment of these Articles of Association shall be by consent of more than three-fourths of attending members, or written consent of more than two-thirds of all members. This Association may be dissolved at any time with the consent of more than two-thirds of all members.
- Article 28:
- The board of directors and board of supervisors shall each hold a meeting at least once every 6 months, and may convene joint meetings or extraordinary meetings whenever necessary. Convention of an aforementioned meeting shall be notified in writing 7 days in advance, with the exception of extraordinary meetings. A resolution of the meeting shall be passed by a meeting attended by a majority of directors or supervisors, and by consent of a majority of attending directors or supervisors.
- Article 29:
- A director shall attend board of directors meetings, and a supervisor shall attend board of supervisors meetings. Attendance at a board of directors or supervisors meeting may not be by proxy. Where a director or supervisor fails to attend two consecutive board of directors or board of supervisors meetings without proper cause, such director or supervisor shall be deemed to have resigned from the board.
Chapter Five: Funding and Accounting
- Article 30:
- Funding for this Association shall come from the following sources:
1. Entry fee: One Thousand New Taiwan Dollars (NT$1,000) for each member and provisional member, payable upon joining this Association.
2. Annual due: One Thousand New Taiwan Dollars (NT$1,000) for each member, and Five Hundred New Taiwan Dollars (NT$500) for each provisional
3. Enterprise fee.
4. Member donations.
5. Income from commissions.
6. Fund and interest accrued thereon.
7. Other income.
- Article 31:
- The accounting year of this Association shall be based on the calendar year, commencing on January 1 and ending on December 31 of each year.
- Article 32:
- The board of directors of the Association shall prepare an annual work plan, income budget, and employee remuneration spreadsheet two (2) months before commencement of each accounting year for adoption by the members meeting (where the members meeting cannot be convened in time for any reason, the same shall first be submitted to the joint meeting of boards of directors and supervisors for approval), and shall be reported to the competent authority for approval before commencement of the accounting year. The board of directors shall prepare the annual work report, income settlement statement, cash statement, balance sheet, assets inventory and fund income statement within two (2) months after the end of each accounting year for audit by the board of supervisors. The board of supervisors shall prepare an audit opinion to the board of directors, and all said documents shall be submitted to the members meeting for adoption and reported to the competent authority for approval before the end of March each year (where the members meeting cannot be convened in time for any reason, said documents shall first be reported to the competent authority).
- Article 33:
- In the event of the dissolution of this Association, the remaining property shall belong to the local self-governing association at the place of the relevant property, or the association or group designated by the competent authorities.
Chapter Six: Miscellaneous
- Article 34:
- Matters not fully provided in these Articles shall be governed by relevant laws and regulations.
- Article 35:
- These Articles shall be passed by the members meeting, and shall enter into force upon being approved by the competent authority; the same applies to any subsequent amendments.
- Article 36:
- These Articles are adopted by the first members meeting of the first term on December 10, 2000.
Approval of the Ministry of the Interior has been granted in Letter Tai (90) Nei-She-9002384 dated January 19, 2001.
Amended by the 8th board of directors meeting and 6th board of supervisors meeting of the second term on May 15, 2005.
Adopted by the second members representatives meeting of the second term on December 4, 2005.