ARTICLES OF ASSOCIATION
Articles of Association of the Taiwan Paint Industry Association
Amendment History
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Amended and adopted at the 3rd Meeting of the 18th General Assembly of Members on 20 July 1995
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Recorded by the Ministry of the Interior on 9 August 1995 by Letter Tai (84) Nei She Zi No. 8420905
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Amended and adopted at the 2nd Meeting of the 23rd General Assembly of Members on 25 June 2009
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Recorded by the Ministry of the Interior on 9 July 2009 by Letter Nei Shou Zhong She Zi No. 0980012421
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Amended and adopted at the 1st Meeting of the 24th General Assembly of Members on 23 June 2011
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Recorded by the Ministry of the Interior on 8 July 2011 by Letter Nei Shou Zhong She Zi No. 1000015451
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Amended and adopted at the 1st Meeting of the 26th General Assembly of Members on 29 June 2017
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Recorded by the Ministry of the Interior on 13 July 2017 by Letter Tai Nei Tuan Zi No. 1060051660
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Amended and adopted at the 1st Meeting of the 27th General Assembly of Members on 27 August 2020
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Recorded by the Ministry of the Interior on 18 September 2020 by Letter Tai Nei Tuan Zi No. 1090049218
Chapter I · General Principles
Chapter II · Functions
Chapter III · Members and Member Representatives
Chapter IV · Organization and Authority
Chapter V · Meetings
Chapter VI · Funding and Accounting
Chapter VII · Supplementary Provisions
Chapter I
General Principles
Article 1
These Articles of Association are established in accordance with the Industrial Group Act and its Enforcement Rules.
Article 2
The Association shall be named the Taiwan Paint Industry Association.
Article 3
The purpose of the Association is to coordinate relations among peer enterprises, advance their common interests, plan the improvement and promotion of the paint and coatings industry, and foster economic development.
Article 4
The Association is a juridical person.
Article 5
The organizational area of the Association is the Taiwan region.
Article 6
The Association has its seat in Taipei.
Article 7
The Association may establish branch offices upon a resolution of the General Assembly of Members and with the approval of the competent authority.
Article 8
The competent authority of the Association is the Ministry of the Interior. In light of the purpose and functions set out in these Articles, the authority in charge of the relevant enterprise is principally the Ministry of Economic Affairs, and the Association's activities in that field shall be subject to the guidance and supervision of that authority.
Chapter II
Functions
Article 9
The functions of the Association are as follows:
1.
Survey, statistics, research, improvement and development relating to the domestic and overseas paint and coatings manufacturing and coating-application industries.
2.
Survey of raw-material sources and assistance in their allocation.
3.
Survey, statistics and promotion relating to members' production and distribution.
4.
Liaison and promotion relating to technical cooperation.
5.
Protection of the lawful rights and interests of members.
6.
Survey of the business conditions of members.
7.
Exhibition of members' products.
8.
Establishment, ongoing survey and registration of the basic data of members and member representatives.
9.
Services relating to the application for, alteration and renewal of members' licences and certificates, and the certification of membership status.
10.
Mediation of disputes among peer enterprises and assistance in the mediation of labour-management disputes.
11.
Research into and promotion of labour productivity, and the organization of skills training and seminars for employees of peer enterprises.
12.
Organization of public-welfare undertakings for members.
13.
Acceptance of services entrusted by government agencies, organizations or members.
14.
Assistance in, implementation of, and research and recommendations on government economic policies and industrial laws and regulations.
15.
Participation in various social movements.
16.
Other matters required to be handled under other laws and regulations.
Chapter III
Members and Member Representatives
Article 10
Any publicly or privately operated factory within the organizational area of the Association that has lawfully obtained a factory registration certificate stating that it engages in paint and coatings manufacturing or coating application shall, except for national-defence and military factories, join the Association as a member within one month after commencing business. Where the same factory also engages in business other than paint and coatings manufacturing or coating application, its paint and coatings division shall likewise join the Association as a member.
A member under the preceding paragraph shall appoint representatives to attend the Association; such persons are referred to as member representatives.
Article 11
When a factory applies to join the Association, it shall complete an application form and submit it together with four copies of the membership registration card and two photocopies of its factory registration certificate. Membership is granted after review and approval by the Board of Directors. The Association shall report two copies of the registration card and one photocopy of the certificate to the competent authority for recordation and shall thereafter notify the applicant.
Article 12
A member may not withdraw from the Association other than by reason of cessation of business, relocation outside the organizational area of the Association, or a permanent suspension-of-business sanction.
Article 13
Members of the Association are classified into Class One, Class Two and Class Three, calculated on the basis of the factory's capital, production equipment, number of workers or product volume. The classification standards shall be determined by resolution of the General Assembly of Members and implemented after being submitted to and approved by the competent authority.
To facilitate the approval of changes in member classification, each member factory shall report to the Association at the end of each year its capital, production equipment, number of workers or product volume, together with other material matters, for recordation.
Article 14
The number of representatives appointed by each member of the Association shall be determined as follows:
1.
Class One members shall appoint three representatives.
2.
Class Two members shall appoint two representatives.
3.
Class Three members shall appoint one representative.
Article 15
A member representative shall be limited to the responsible person, the manager, or a current employee of the factory, being at least twenty years of age.
Article 16
A person in any of the following circumstances may not serve as a member representative of the Association:
1.
Having been convicted of a criminal offence by a final judgment and currently serving the sentence.
2.
Having been deprived of civil rights, with such rights not yet restored.
3.
Having been declared subject to a guardianship order that has not yet been revoked.
4.
Having been declared bankrupt, with rights not yet restored.
A member representative who falls under any of the circumstances in the preceding Article shall lose the status of representative; the appointing member shall appoint another representative to fill the vacancy.
Article 17
Every member representative has the right to vote, to elect, to be elected and to recall, with one vote per representative.
Article 18
Where a member representative is unable to attend the General Assembly of Members in person, the representative may appoint another member representative in writing to act as proxy. However, each member representative may act as proxy for one person only, and the total number of proxies may not exceed one half of the number of representatives attending in person.
Article 19
The Association shall issue a membership certificate and a member representative certificate to each member and member representative respectively, and shall reissue them once, two months before the General Assembly of Members convenes to re-elect directors and supervisors.
Article 20
The Association shall, one month before convening the General Assembly of Members, notify each member to declare, no later than twenty days before the Assembly, whether its originally appointed member representatives will continue to serve or be replaced. A member that fails to make such a declaration shall be deemed to have waived its right to continue or replace its representatives.
The notice and declaration under the preceding paragraph shall both be made in writing.
Article 21
When a member of the Association appoints or replaces a member representative, it shall complete four copies of the member representative registration card and notify the Association in writing.
Article 22
Where a peer factory fails to join the Association as a member in accordance with the law within six months after commencing business, the matter shall be submitted to the Board of Directors for resolution and reported to the competent authority, which shall notify the factory to join within a prescribed period.
Where a peer factory has been so notified but has still not joined the Association as a member after more than one year, the Board of Directors may resolve to report the matter to the competent authority, which shall refer it to the authority in charge of the relevant enterprise for a suspension-of-business sanction.
Chapter IV
Organization and Authority
Article 23
The Association shall have twenty-seven directors forming the Board of Directors and nine supervisors forming the Board of Supervisors, together with nine alternate directors and three alternate supervisors, all of whom shall be elected from among themselves by the member representatives at the General Assembly of Members by secret cumulative ballot. Those receiving the highest numbers of votes shall be elected, and those receiving the next-highest numbers shall be alternates, ranked in order of votes received; in the event of a tie, the ranking shall be decided by lot.
Where a vacancy arises among the directors or supervisors referred to in the preceding paragraph, it shall be filled in order by the alternate directors or alternate supervisors, who shall serve only for the remainder of the predecessor's term.
Article 24
The Board of Directors shall have nine standing directors, elected from among the directors by secret cumulative ballot at a meeting of the Board of Directors.
Article 25
The Board of Supervisors shall have three standing supervisors, elected from among the supervisors by secret cumulative ballot at a meeting of the Board of Supervisors.
Article 26
The Association shall have one Chairperson, elected by the directors from among the standing directors by secret single-name ballot at a meeting of the Board of Directors.
There shall be two Vice Chairpersons, appointed or nominated by the Chairperson and approved by resolution of the Board of Directors.
Article 27
The Chairperson of the Association shall hold Republic of China nationality and be domiciled within the territory of the Republic of China.
At least two thirds of the directors, the supervisors, the standing directors and the standing supervisors of the Association shall each hold Republic of China nationality and be domiciled within the territory of the Republic of China.
Article 28
The Association shall have one Convener of the Board of Supervisors, selected by mutual nomination among the standing supervisors at a meeting of the Board of Supervisors.
Article 29
The term of office of the directors and supervisors of the Association is three years. Where they are re-elected for a consecutive term, the number so re-elected may not exceed one half, and the Chairperson may serve no more than one consecutive term.
Article 30
The term of office of the directors and supervisors of the Association shall be counted from the date on which the first meeting of the Board of Directors of that term is convened.
The meeting of the Board of Directors under the preceding paragraph shall be convened within fifteen days from the date of the close of the General Assembly of Members, and may not be extended without the approval of the competent authority.
Article 31
The directors and supervisors of the Association serve without remuneration.
Article 32
A director or supervisor in any of the following circumstances shall be discharged forthwith, and the resulting vacancy shall be filled in order by the alternate directors or alternate supervisors respectively:
1.
Loss of the status of member representative.
2.
Resignation for cause, approved by resolution of the Board of Directors or the Board of Supervisors.
3.
Discharge, recall or removal pursuant to the Industrial Group Act.
4.
Withdrawal of the represented factory pursuant to the Industrial Group Act, or suspension or cancellation of its membership.
Article 33
Where a vacancy arises among the directors or supervisors of the Association, it shall be filled in order by the alternate directors or alternate supervisors within one month. Where no alternate director or alternate supervisor is available to fill the vacancy and the number of directors or supervisors remains above two thirds of the total number of director or supervisor seats, no by-election shall be held.
Article 34
The powers of the General Assembly of Members (Representatives) of the Association are as follows:
1.
To elect or recall directors and supervisors.
2.
To resolve on member classification and dues standards, and on the amounts of the undertaking fee and member donations.
3.
To resolve on the annual plans, reports, budgets and final accounts for the Association's affairs and business.
4.
To resolve on the various rules and regulations.
5.
To resolve on sanctions against members and member representatives.
6.
To resolve on the discharge of directors and supervisors.
7.
To resolve on the establishment, merger or abolition of branch offices.
8.
To resolve on liquidation and to appoint liquidators.
9.
To resolve on the disposal of property.
10.
To resolve on other matters concerning the rights and obligations of members.
Article 35
The duties of the Board of Directors of the Association are as follows:
1.
To review and determine the qualifications of members and member representatives.
2.
To convene the General Assembly of Members (Representatives) and implement its resolutions.
3.
To elect or recall the standing directors and the Chairperson.
4.
To resolve on the resignation of a director, a standing director or the Chairperson.
5.
To impose sanctions on members that fail to pay their dues.
6.
To appoint or dismiss the Association's staff.
7.
To handle, jointly with the Board of Supervisors, the appointment, replacement or resignation of member representatives attending superior organizations.
8.
To review and determine the annual plans, budgets and final accounts for the Association's affairs and business, and to monitor and review their progress and results.
9.
To resolve on the division of districts for preparatory meetings and on the implementation plan for the number of member representatives to be elected.
10.
To submit matters for resolution to the General Assembly of Members (Representatives).
11.
Other matters to be handled in accordance with its duties.
Article 36
The duties of the Board of Supervisors of the Association are as follows:
1.
To supervise the Board of Directors' implementation of the resolutions of the General Assembly of Members (Representatives).
2.
To supervise the Board of Directors' reports on the Association's affairs, business and finances.
3.
To audit the annual budget and final accounts, submit written audit opinions to the Board of Directors, and report to the General Assembly for approval or ratification.
4.
To elect or recall the standing supervisors.
5.
To resolve on the resignation of a supervisor or standing supervisor.
6.
To have the standing supervisors nominate from among themselves the Convener of the Board of Supervisors.
7.
To handle, jointly with the Board of Directors, the appointment, replacement or resignation of member representatives attending superior organizations.
8.
To supervise the finances and property of the Association.
9.
Other matters to be supervised in accordance with its duties.
Article 37
The Chairperson shall have general charge of the affairs of the Association and represent the Association externally. Where the Chairperson is unable to perform these duties for any reason, the Chairperson shall designate one standing director to act on the Chairperson's behalf; failing such designation, the standing directors shall nominate one of their number to act.
Article 38
The Association shall have one Secretary-General and such other staff as may be required, who shall administer the Association's affairs under the direction of the Chairperson. They shall be appointed or dismissed by the Chairperson subject to approval by the Board of Directors, and shall complete their onboarding or separation procedures after the matter has been reported to the competent authority for recordation within ten days from the date of such approval. The number, job titles, remuneration and service rules of the staff referred to in the preceding paragraph shall be prescribed by the Association, approved by the Board of Directors, and implemented after being reported to the competent authority for recordation.
Article 39
The directors and supervisors of the Association may not concurrently serve as staff of the Association.
Article 40
The Association may establish various committees as actual needs require.
The directors and supervisors of the Association may hold concurrent positions on the Association's various committees without being subject to the restriction in the preceding Article.
The Association may, through the Board of Directors, engage an Honorary Chairperson, advisers and other such persons, whose term of engagement shall be the same as the term of office of the directors and supervisors for that period.
Chapter V
Meetings
Article 41
The General Assembly of Members of the Association shall be divided into the following meetings, convened by the Chairperson:
1.
Regular meeting: held once each year, on a date determined by resolution of the Board of Directors.
2.
Extraordinary meeting: convened where the Board of Directors deems it necessary, upon the request of at least one fifth of the member representatives, or upon written request of the Board of Supervisors.
Article 42
Notice of a General Assembly of Members shall be given fifteen days in advance. However, where an extraordinary meeting is convened owing to an urgent matter and notice has been served such that attendance in due time is possible, this restriction shall not apply. In all cases the competent authority shall be requested to send personnel to provide guidance or to supervise the election.
Article 43
The Chairperson shall preside over the General Assembly of Members; alternatively, the directors and supervisors may jointly nominate three to five persons from among the standing directors and standing supervisors to form a presidium and preside in rotation.
Article 44
Resolutions of the General Assembly of Members shall be adopted with the attendance of more than one half of the member representatives and the consent of more than one half of the representatives present. However, resolutions on the following matters shall be adopted with the attendance of at least two thirds of the member representatives and the consent of at least two thirds of the representatives present:
1.
Amendment of these Articles of Association.
2.
Sanctions against members and member representatives.
3.
Discharge of directors and supervisors.
4.
Resolutions on liquidation and the appointment of liquidators.
Article 45
In calculating the total number of representatives required to attend the General Assembly of Members, the member representatives appointed by members under a suspension-of-rights sanction shall be excluded.
Article 46
The Board of Directors and the Board of Supervisors shall hold their meetings separately, at least once every three months, and alternate directors and alternate supervisors may attend as observers. Where necessary, a joint meeting of the Board of Directors and the Board of Supervisors may be held.
Meetings of the Board of Directors and of the Board of Supervisors may be held by video conference. A director or supervisor participating by video conference shall be deemed to have attended in person and shall transmit a signed attendance card by facsimile in lieu of signing in, and may exercise voting rights. Where a meeting of the Board of Directors or the Board of Supervisors is held by video conference, the matters discussed may not involve elections, by-elections, recalls or the establishment of organizational rules.
Article 47
Where the Chairperson or the Convener of the Board of Supervisors, without justification, fails to convene meetings of the Board of Directors or the Board of Supervisors in accordance with the preceding Article for more than two sessions, that person shall be removed from the office of Chairperson or Convener of the Board of Supervisors, and a re-election or new nomination shall be held.
Article 48
Resolutions of the Board of Directors and of the Board of Supervisors shall be adopted with the attendance of more than one half of the directors or supervisors respectively and the consent of more than one half of those present. In the event of a tie, the chair shall have the casting vote. However, the resignation of a director or supervisor shall require the attendance of more than one half of the directors or supervisors and the consent of at least two thirds of those present.
Article 49
Directors and supervisors shall attend meetings of the Board of Directors and the Board of Supervisors in person and may not appoint a proxy. Apart from official leave, two consecutive leaves of absence shall be counted as one absence; a person absent for two full consecutive sessions shall be deemed to have resigned, and the vacancy shall be filled in order by the alternate directors or alternate supervisors.
Chapter VI
Funding and Accounting
Article 50
The revenues of the Association are as follows:
1.
Admission fee: payable in a single instalment upon a member joining, calculated as three months of the annual dues.
2.
Annual dues: payable monthly according to the approved member class, at NT$1,500 per month for Class One members, NT$1,000 per month for Class Two members and NT$500 per month for Class Three members.
Where the annual dues under the preceding subparagraph are required for the purchase of premises, additional equipment or the holding of exhibitions and similar work, members may, upon a resolution of the Board of Directors and with the approval of the competent authority, pay an appropriate additional amount according to their class or by another method.
3.
Undertaking fee: raised by resolution of the General Assembly of Members.
4.
Income from entrusted work.
5.
Funds and the interest accruing thereon.
The funds and interest under the preceding subparagraph shall be kept in a dedicated account and may not be drawn upon without the approval of the Board of Directors and the consent of the competent authority.
Article 51
Where a member factory belongs to two or more industrial associations at the same time and its class has been determined on the basis of the factory's total capital, production equipment, number of workers or product volume, it may, in accordance with paragraph 2 of the preceding Article, calculate for itself the annual dues payable in respect of its participation in this Association, report the amount together with the calculation method for verification, and pay it after approval by the Board of Directors.
Article 52
Each member shall bear at least one unit of the undertaking fee and no more than fifty units; where necessary, the number may be increased by resolution of the General Assembly of Members. The total amount of the undertaking fee and the amount of each unit shall be resolved by the General Assembly of Members and shall take effect after being reported to the competent authority and referred by it to the authority in charge of the relevant enterprise for approval.
Article 53
A member may not claim a refund of the undertaking fee referred to in the preceding Article upon withdrawal from the Association.
Article 54
Where a factory fails to join the Association as a member in accordance with the law within one month after commencing business, the total dues payable shall, upon its joining, be calculated retroactively from the month following the commencement of business and paid together with the admission fee.
Article 55
Where a member fails to pay dues as prescribed in these Articles of Association, sanctions shall be imposed in accordance with the following procedure:
1.
Advisory notice: where dues have been in arrears for three months.
2.
Warning: where dues have been in arrears for six months and the advisory notice has not been complied with.
3.
Suspension of rights: where dues have been in arrears for nine months and the warning has still not been complied with, the member may not attend meetings of any kind, be elected as a director or supervisor, or enjoy any rights and interests within the organization.
Where a member subject to the suspension of rights under subparagraph 3 of the preceding paragraph has appointed a member representative who has been elected as a director or supervisor, that person shall be discharged forthwith and the vacancy shall be filled in order by the alternate directors or alternate supervisors.
Article 56
The Association shall, within two months before the start of the following year, prepare the work plan and the statement of revenue and expenditure budget for the following year, submit them to the Board of Directors for approval, and then send them to the Board of Supervisors for audit. The Board of Supervisors shall prepare a written audit opinion and return it to the Board of Directors, and after approval by the General Assembly of Members the documents shall be reported to the competent authority for recordation before the start of the following year. Where the General Assembly of Members cannot be convened in time, the matter shall first be reported to the competent authority and then submitted to the General Assembly of Members for ratification.
Article 57
The Association shall, within two months after the close of the year, prepare the annual work report, the statement of revenue and expenditure final accounts, the balance sheet, the statement of income and expenditure and the inventory of property, submit them to the Board of Directors for approval, and then send them to the Board of Supervisors for audit. The Board of Supervisors shall prepare a written audit opinion and return it to the Board of Directors, and after approval by the General Assembly of Members the documents shall be reported to the competent authority for recordation before the end of March. Where the General Assembly of Members cannot be convened in time, the matter shall first be reported to the competent authority and then submitted to the General Assembly of Members for ratification.
Article 58
The fiscal year of the Association runs from 1 January to 31 December of the same year.
Article 59
Where the Association undertakes any enterprise, separate accounts shall be kept, submitted each year to the Board of Supervisors for audit and then reported to the General Assembly of Members, and reported separately to the competent authority and the authority in charge of the relevant enterprise for recordation.
Article 60
Where an enterprise undertaken by the Association ceases operations, the property belonging to that enterprise shall be liquidated in accordance with the law, and the liquidators shall be appointed by the General Assembly of Members.
Article 61
Upon the dissolution or revocation of the Association, its remaining property shall be dealt with in accordance with the law and may not in any manner vest in any individual or private enterprise; it shall vest in a self-governing body or the government.
Chapter VII
Supplementary Provisions
Article 62
Matters not provided for in these Articles of Association shall be handled in accordance with the Industrial Group Act, its Enforcement Rules and other relevant laws and regulations.
Article 63
These Articles of Association shall take effect after being approved by the General Assembly of Members and reported to the competent authority for recordation; the same shall apply to any amendment.