Article 1: This legal entity is named the “Taiwanese American Chamber of Commerce in Orange County, California, USA,” and is organized in accordance with the California Corporation Law and holds a federal tax-exempt license (501C(6) Non-PROFIT Organization).
Article 2: The objectives of this Association are as follows:
To promote networking and services among members of this chamber of commerce from Taiwan in the Gan County area.
Promote economic and cultural exchanges between Taiwan and the United States.
Improve the social status of Taiwanese industrialists and businessmen in the United States.
Article 3: The office of this association shall be located in Gan County, and the address shall be selected by the Board of Directors.
Article 4: Rights and Obligations of Members
Members are divided into three types: permanent members, corporate and firm members, and ordinary members. Permanent members must pay a permanent membership fee every three years, enjoy the basic rights stipulated in the Articles of Association, and can exercise the right to vote for the election of directors. Only those with one year of service are eligible to be candidates for directors. Corporate and firm members must pay membership fees. These corporate and firm members may designate one or two representatives to exercise the rights and obligations stipulated in the Articles of Association. Their rights to elect and be elected as directors are the same as those of permanent members. Changes in the representatives of corporate and firm members may be nominated and changed in writing by the company or firm. However, if a representative of a corporate and firm member is elected as a director or holds other administrative positions, his or her position as a director or other position will automatically be lost if his or her representative status is changed. Ordinary members must pay an annual fee once a year. Their rights to elect and be elected as directors are the same as those of permanent members. Other basic rights and obligations stipulated in the Articles of Association are the same as those of permanent members and corporate and firm members. The membership fee amounts for the above three types of membership are determined by the Board of Directors.
Applications for permanent or corporate membership must be recommended by two directors, reviewed by the Board of Directors, and approved by more than half of the directors. Applications for ordinary membership must be recommended by one director or two ordinary members, reviewed by the Board of Directors, and approved by a majority vote of more than half of the directors.
Members of the Association shall abide by and respect the provisions of the Association’s Articles of Association and the California Corporations Act. If any violation occurs or any behavior damages the reputation of the Association, the decision of the Board of Directors shall be accepted.
Members who have paid their dues will not be eligible for a refund. If a member fails to pay the annual dues, they will be deemed to have automatically withdrawn from the membership.
Article 5: The general meeting of members is the highest authority of the Association.
Article 6: There are two types of general meetings: annual meetings and extraordinary meetings.
The annual meeting is held once a year.
The convening of an extraordinary meeting shall be decided by the Board of Directors.
Article 7: The convening of a general meeting of members must be notified to all members fifteen days in advance. Resolutions must be passed with the approval of more than half of the attendees.
Article 8: The General Meeting shall be chaired by the President. In the event of the President’s absence, the Board of Directors shall nominate a Vice President to fill his/her position. If the Vice President is also absent, the Board of Directors shall nominate a new Chairman.
Article 9: The Board of Directors shall be composed of the directors, and the directors shall elect the president and vice president. The affairs of the Chamber of Commerce and other laws shall be based on the California Corporation Law, and the Board of Directors shall manage the Chamber of Commerce in accordance with this law.
Article 10: The Association shall have a Board of Directors, with a maximum of 21 directors elected from among the members and corporate members.
The voting shall be conducted by secret ballot with limited consecutive entries, and the maximum number of directors to be elected shall not exceed the approved number of directors.
Voting will be done on the spot and the ballots will be counted on the spot.
Correspondence and proxy votes will not be accepted.
Absentee election is valid.
Article 11: Term of office of directors, president, vice president and administrative staff:
The term of office of the president is one year, from July 1st of each year to June 30th of the following year, and he or she may be re-elected once.
There are two vice-presidents, whose term of office is the same as that of the president.
The board of directors is re-elected once a year and directors can be re-elected.
If a director is unable to attend the board meeting for any reason, he or she may authorize other directors to perform his or her duties through a power of attorney (see Chapter 3 of the Articles of Association for the powers of directors). However, a director can only authorize one power of attorney, and the power of attorney is limited to that meeting.
The election date for directors shall be in May or June every year.
The directors form the board of directors and elect the president and vice president. Other administrative personnel are nominated by the president and appointed with the approval of more than half of the board of directors.
Article 12: A director shall be dismissed immediately if any of the following circumstances occur.
Loss of membership.
Submit a written resignation and have it approved by the board of directors.
If a director fails to perform his or her obligations, he or she shall be removed from office by resolution of the Board of Directors.
Article 13: The Board of Directors shall hold a meeting at least once every two months. The directors responsible for administrative duties shall meet once a month.
Article 14: Meetings of the Board of Directors must be attended by more than half of the directors. Resolutions, except those specified in other articles, must be passed by more than half of the directors present.
Article 15: Under the Board of Directors, there are professional subcommittees. Each subcommittee elects a director as the convener and may invite members of the Association to serve as members of the subcommittee.
Article 16: The administrative department of the Association shall include the President, Vice President, Secretary General and Treasurer.
Article 17: The President shall be responsible for convening the General Meeting and the Board of Directors and shall serve as the ex-officio Chairperson of both meetings. In the event of a vacancy in the President’s position, the Board of Directors shall elect a Vice President to fill the position. If the Vice President’s position is also vacant, the Board of Directors shall elect a new President.
Article 18: Advisory Committee
The Advisory Committee is composed of outgoing presidents.
After the President leaves office, the Association may appoint him as Honorary President, a lifetime honorary position, and an ex-officio member of the Advisory Committee.
The Advisory Committee shall have a convener who shall be elected from among the advisors.
The main powers of the Advisory Committee are as follows:
Assist in the execution of the association’s affairs.
Assist the president in promoting the sustainable development and continuity of the association’s affairs.
Arbitrate and mediate internal disputes of the Association.
If an advisor fails to attend the advisory committee or board of directors meetings for two consecutive years, fails to pay dues, or voluntarily gives up his/her membership, his/her advisory qualification will be revoked after confirmation by the board of directors.
The consultant is an ex-officio director, but does not occupy a director seat. Other rights and obligations are the same as those of the directors.
Article 19: As this Chamber is a founding member of the Federation of Taiwanese Chambers of Commerce in North America, the Board of Directors shall nominate current directors to serve as Vice Presidents and other key positions at the Federation. If there are no suitable candidates among the current directors, then at-large members shall be nominated to participate.
Article 20: The operations of the Young Entrepreneurs Committee of the Chamber of Commerce shall comply with its Committee Regulations. The President of the Young Entrepreneurs Committee shall be an ex-officio member of the Board of Directors, but shall not concurrently hold any other administrative position within the Chamber (for administrative positions, see Article 16 of the Charter).
Article 21: Any addition or amendment to the Articles of Association must be approved by a two-thirds vote of the Board of Directors and then submitted to the General Assembly for a vote. Approval by a one-half vote of the General Assembly shall take effect immediately.
Article 22: The amendments to these Articles of Association were approved by the General Meeting of Members in June 2020 and will take effect immediately.