Constitution of Taiwan Artificial Intelligence Association

Amended at the first preliminary meeting on April 25, 2020

Amended at the second preliminary meeting on May 30, 2020

Amended at the first general meeting on June 21, 2020

The Ministry of the Interior, July 2020, Tai Nei Tuan Zi No. 1090037089 Letter Approved for Reference

Amended at a general meeting on December 18, 2021

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Chapter I: General Provisions

 

Article 1

The name of this association is Taiwan Artificial Intelligence Association (hereinafter referred to as this association).
 

Article 2

This association is a legally established, non-profit social organization whose purpose is to:
1. Promote the industrialization of artificial intelligence and expand the application of artificial intelligence in the industry.

2. Promote connections between alumni and domestic and overseas industries, government departments and public associations, Taiwan artificial intelligence schools, and research units, and expand the influence of alumni.

 

Article 3

The tasks of the Association are as follows, and are promoted and implemented in accordance with relevant laws and regulations:
1. Promote the development and application of artificial intelligence technology.
2. Promote the friendship among alumni of Taiwan Artificial Intelligence School and strengthen alumni services.
3. Utilize the entirety of the organizational strength of the Association to serve the public.
4. Participate in international activities and promote international exchanges.
5. Establish an exchange platform for industry, government, academia, and research.
6. Other matters related to the purpose and development of the association.
 

Article 4

The competent authority of this association is the Ministry of the Interior, and the purpose of this association shall be subject to the guidance and supervision of the competent authority of the business.

 

Article 5

This association takes the national administrative area as the organization area.

 

Article 6

The meeting place of the association is located in the area where the competent authority is located, and it may be reported to the competent authority for approval to establish a branch.

The organization brief of the branches mentioned in the preceding paragraph shall be drafted by the board of directors and implemented after being submitted to the competent authority for approval.

When setting up and changing the address of the meeting place and branch, it shall be submitted to the competent authority for verification.

 

 

Chapter II: Members, Directors, and Supervisors

 

Article 7

The membership qualifications and membership fees of the Association are divided into the following 3 categories:

1. Individual members: All alumni, current students, faculty, and staff of the Taiwan Artificial Intelligence School shall fill in the application for membership, be approved by the board of directors, and pay the membership fee. They will be individual members; an admission fee of NT$1,000 is paid when the member joins the membership; the annual membership fee is NT$2,000, and a 10-year membership fee is NT$16,000.

2. Honorary members: Anyone who has served as staff or lecturer at the Taiwan Artificial Intelligence School, or has made a special contribution to the Association, may be nominated by the president of the Association. After the board of directors approves it, they will be invited to be an honorary members of the Association without paying fees. Honorary members may participate in various activities and courses of the Association, but they are not allowed to exercise their membership rights unless otherwise expressly stipulated in this Articles of Association.

3. Sponsoring members: Any individual or group that agrees with the purpose of the association and sponsors the annual funding of the association all year round is qualified to fill in an application for a free membership, which will be reviewed and approved by the board of directors. The sponsoring group may apply for up to 4 members of the group to be representatives of the sponsoring member (group), and participate in the association after being reviewed and approved by the board of directors.

 

Article 8

Members (group representatives) have the right to vote, elect, be elected, and advocate for others' removal from office. Each member (group representative) has one vote.

Honorary members and sponsoring members have no rights in the preceding paragraph.

 

Article 9

The board of directors and supervisors of the association have a term of 2 years.

 

Article 10

The association has 21 directors (including 5 executive directors and 1 chairman) and 3 alternate directors.

Executive directors are selected by the board of directors, from the board of directors.

The chairman of the board is elected by all the directors from the executive directors.

 

Article 11

The committee has 7 supervisors (including 1 executive supervisor) and 1 alternate supervisor.

The board of supervisors has executive supervisors, who are elected by each other to supervise the daily affairs of the board of supervisors and serve as the chairman of the board of supervisors.

 

Article 12

Members have the obligation to abide by the articles of association, and resolutions of the association, and pay membership fees.

Members who have not paid their membership fees shall not be entitled to membership rights, and those who have not paid their membership fees for 2 consecutive years shall have their membership automatically withdrawn. Members who wish to apply for resumption or reinstatement after membership withdrawal or suspension of rights shall pay the outstanding fees with approval by the board of directors with justified reasons.

 

Article 13

When a member (group representative) violates laws, regulations, or fails to comply with the resolutions of the General Assembly, they may be warned or suspended by the board of directors. If the violation of the group is severe, they may be removed by the General Assembly.

 

Article 14

A member who has one of the following circumstances is considered as a member:

1. Death.

2. Those who have lost their membership.

3. Removed by the General Assembly.

 

Article 15

Members can state their reasons in writing and declare their withdrawal from the Association.

 

 

Chapter III: Organization and Powers

 

Article 16

This association takes the General Assembly as the highest authority. If the number of members (group representatives) in the organization exceeds 300, the member representatives will be selected according to the proportion of the districts, and then the member representative assembly will gather to exercise the functions and powers of the member assembly. The term of office of member representatives is the same as that of directors and supervisors. The number of members and the election method shall be drafted by the board of directors and submitted to the competent authority for approval.

 

Article 17

The functions and powers of the member (group representative) assembly are as follows:

1. To formulate and change the articles of association.

2. To elect and remove directors and supervisors.

3. Discuss the amount and method of submission for admission fees, annual membership fee, business fee, and member donations.

4. Discuss annual work plans, reports, budgets, and final accounts.

5. Discuss the removal of members (group representatives).

6. Discuss the disposition of property.

7. Discuss the dissolution of the Association.

8. Discuss other *important matters related to the rights and obligations of members.

     *What constitutes an important matter shall be determined by the board of directors.

 

Article 18

The directors and supervisors of this association are elected by members (group representatives). The board of directors and the board of supervisors are then established.

When electing the directors and supervisors mentioned in the preceding paragraph, alternate directors and alternate supervisors may be selected at the same time according to the counting of votes. When a director or supervisor is not available, the position shall be filled in order of votes.

The board of directors may propose a reference list of candidates for the next term of directors and supervisors.

Directors and supervisors may be elected by means other than in-person voting. This election method is adopted by the board of directors and submitted to the competent authority for approval before implementation.

 

Article 19

The chairman of the board of directors comprehensively supervises the affairs of the meeting internally, represents the association externally, and serves as the chairman of the general assembly and the board of directors.

When the chairman is unable to perform his duties due to circumstances, he shall appoint one executive director to act as his replacement. If he has not appointed or is unable to appoint someone, the executive directors shall appoint an executive director to act as his replacement.

When the chairman or an executive director is unavailable, a by-election shall be made within one month.

 

Article 20

The powers of the board of directors are as follows:

1. Review the qualifications of members (group representatives).

2. Election and removal of executive directors and chairman.

3. Decide the resignation of directors, executive directors, and the chairman.

4. Recruit and dismiss staff.

5. Drafting annual work plans, reports, budgets, and final accounts.

6. A reference list of candidates for the next board of directors and supervisors may be proposed.

7. Other matters to be implemented.

 

Article 21

When executive supervisors are unable to perform their duties due to circumstances, they shall appoint one supervisor to act as their replacement. If they have not appointed or are unable to do so, one supervisor shall be appointed to act as their replacement by the supervisors.

When the chairman of the board of supervisors (executive supervisor) becomes unavailable, a by-election shall be made within one month.

 

Article 22

The powers of the board of supervisors are as follows:

1. Supervise the implementation of the work of the board of directors.

2. Review the annual final accounts.

3. Election and removal of executive supervisors.

4. Decide the resignation of supervisors and executive supervisors.

5. Other matters to be monitored.

 

 

Article 23

The directors and supervisors are all unpaid and may be re-elected. The re-election of the chairman is limited to one time. The term of office of directors and supervisors shall be calculated from the date of the first meeting of the current delegation of the board of directors.

 

Article 24

Directors and supervisors who have committed one of the following violations shall be dismissed immediately:

1. Those who have lost membership (group representative) qualifications.

2. Those who have resigned for reasons approved by the board of directors or the board of supervisors.

3. Those who have been removed.

4. Those who have been suspended for more than half of their term.

 

Article 25

The association has 1 secretary-general, 5 deputy secretaries-general, and several other staff members, who are appointed by the chairman to handle the affairs of the association, nominated by the chairman and approved by the board of directors, and reported to the competent authority for review.

The positions mentioned in the preceding paragraph shall not be held by directors or supervisors.

The rights, responsibilities, and hierarchical responsibility of the staff shall be determined separately by the board of directors.

 

Article 26

The association may set up various committees, groups, or other internal operating organizations, and the organization guidelines and amendments to the guidelines will be implemented after the board of directors has approved them. 

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Article 27

The board of directors may hire one honorary chairman, honorary directors, and consultants. The appointment period is the same as the term of office of the directors and supervisors.

 

 

Chapter IV: Meeting

 

Article 28

The membership (group representative) conference is divided into two types: regular meetings and ad hoc meetings, which are called by the chairman of the board. When convening, except for emergency meetings, all attendees should be notified 15 days in advance.

Regular meetings are held once a year, and temporary meetings are held when the board of directors deems it necessary, at the request of more than one-fifth of the members (group representatives), or when they are requested by the board of supervisors.

After the association has registered as a legal person, a temporary meeting shall be convened at the request of more than one-tenth of the members (group representatives).

 

Article 29

When a member (group representative) is unable to attend the general meeting in person, he can entrust another member (group representative) to act as an agent. Each member (group representative) is limited to one agent.

 

Article 30

The resolutions of the member (group representative) meeting shall be implemented with the attendance of more than half of the members (group representatives) and the consent of the larger number of attendees. However, resolutions on the following matters shall be agreed upon by more than two-thirds of the attendees.

1. Formulation and modification of the articles of association.

2. Removal of members (group representatives).

3. Removal of directors and supervisors.

4. Disposition of property.

5. Dissolution of the Association.

6. Other important matters related to the rights and obligations of members.

After the association is registered as a legal person, the changes to the articles of association shall be subject to the consent of more than three-quarters of the attendees, or the written consent of more than two-thirds of all members.

The dissolution of the Association may be dissolved at any time by a resolution of more than two-thirds of all members.

 

Article 31

The board of directors meets at least once every 6 months, and the board of supervisors meets at least once every 6 months. Joint meetings or ad hoc meetings may be held when necessary.

When convening, except in the case of ad hoc meetings, all attendees shall be present 7 days prior to the convening of the meeting. The resolutions of the meeting shall be made with the attendance of more than half of the directors and supervisors and the approval of the larger number of attendees.

 

Article 32

The directors shall attend the meetings of the board of directors, the supervisors shall attend the meetings of the board of supervisors, and directors and supervisors may not appoint an agent to attend the meetings for them.

Director meetings, supervisory meetings, and joint meetings of directors and supervisors can be convened by video conferences. Directors and supervisors who attend each video conference are deemed to have attended in person, and the sign-in and voting methods are handled in accordance with the functions of the video equipment. However, for matters involving elections, by-elections, removals, and the formulation of organizational regulations, video conferencing shall not be allowed.

Directors and supervisors who absent from the board of directors or board of supervisors for two consecutive times without reason shall be deemed to have resigned.

 

 

Chapter V: Funding and Accounting

 

Article 33

The sources of funding for the Association are as follows:

1. Admission fee.

2. Annual membership fee.

3. Business expenses.

4. Member donations.

5. Commissioned income.

6. Funds and their interest.

7. Other income.

 

Article 34

The accounting year of the Association is based on the calendar year, from January 1 to December 31 of each year.

The board of directors prepares annual work plans, income and expenditure budgets, and employee remuneration tables every year 2 months before the start of the fiscal year, and submits them to the General Assembly for approval (if the general meeting fails to be held as scheduled for some reason, the board of directors and supervisors shall decide in a joint meeting.) and reported to the competent authority for approval before the start of the fiscal year. And within 2 months after the end of the fiscal year, the board of directors shall compile the annual work report, the final statement of income and expenditure, the cash register, the balance sheet, the property list and the fund income and expenditure statement, and the audit opinion will be prepared after the review by the board of supervisors. Return it to the board of directors and submit it to the general meeting for approval, and report to the competent authority for approval before the end of March (the general meeting fails to be held as scheduled, it will be approved in the joint meeting of directors and supervisors and submitted to the competent authority).

 

Article 35

After the association is dissolved, the remaining property belongs to the local government or organization designated by the competent authority.

The liquidation procedures for the dissolution of this association, if registered as a legal person, shall be handled in accordance with the provisions of the civil law, unless otherwise provided by law; if not registered as a legal person, it shall be handled in accordance with the articles of association or the resolutions of the General Assembly, and in case the articles of association do not stipulate the process or when the General Assembly cannot convene , the competent authority shall select the liquidator, and the provisions of the civil law shall be used to handle the liquidation.

 

 

Chapter VI: Supplementary Provisions

 

Article 36

Matters not stipulated in this Articles of Association shall be handled in accordance with relevant laws and regulations.

 

Article 37

This Articles of Association has been approved by the General Assembly and reported to the competent authority for verification. The same applies for changes.

 

Article 38

This Articles of Association was approved by the First General Meeting of the First Session of the Association on June 21, 2020.