Constitution of the Taiwan Society of Gene Therapy
Letter No. 1120026496 from the Ministry of the Interior, dated June 2023, is approved for future reference
Chapter 1 General Provisions
Article 1 The name of this association is Taiwan Gene Therapy Society (hereinafter referred to as the Association).
Article 2: This association is a non-profit public welfare organization established in accordance with the law, with the purpose of improving the quality of medical care and promoting medical education and research in gene therapy.
Article 3 The tasks of this association are as follows, and shall be promoted and implemented in accordance with relevant laws and regulations:
1. Hold academic seminars related to gene therapy.
2. Organize continuing education on gene therapy medicine and relevant new medical knowledge.
3. Publish gene therapy medical journals.
4. Promote cooperation and exchanges with domestic and foreign gene therapy-related medical societies.
5. Provide relevant suggestions in the field of gene therapy as a reference for health administration and medical education policies.
6. Other matters related to gene therapy medical quality and research promotion.
Article 4 The competent authority of the Association is the Ministry of the Interior, and the undertakings targeted by the Association shall be subject to the guidance and supervision of the competent authorities of the respective undertakings.
Article 5: This association takes the national administrative region as its organizational area.
Article 6: The association shall be located in an area under the jurisdiction of the competent authority, and may establish branches upon approval by the competent authority.
The organizational rules of the branch mentioned in the preceding paragraph shall be drawn up by the board of directors and submitted to the competent authority for approval before implementation.
When setting up or changing the address of the meeting place and branch offices, a letter should be reported to the competent authority for approval.
Chapter 2 Members, Directors and Supervisors
Article 7 The membership and dues of this association are classified as follows:
1. Individual membership:
(1) Anyone who has graduated from the Department of Medicine (Medicine), Department of Traditional Chinese Medicine, or Department of Dentistry from public or private medical schools at home and abroad, obtained a physician or dentist license, and is interested in gene therapy shall be considered a physician member.
(2) Those who have graduated from public or private universities or medical colleges at home and abroad, are engaged in gene therapy-related work in public or private medical teaching hospitals or medical research institutes, and are interested in gene therapy, the above are non-physician members.
(3) Anyone who meets the conditions (1) or (2) above will be an individual member after being introduced by two members of the Association, approved by the Board of Directors, and paying membership fees. The membership fee is NT$1,000, which is paid when the member joins the membership; the annual membership fee is NT$1,000.
2. Group membership: Any institution or group that agrees with the purpose of the association must fill in an application form for membership, and after being reviewed and approved by the board of directors and paying the membership fee, the group member shall nominate a representative to exercise membership rights; join the association The fee is NT$1,000, which is paid when members join the membership; the annual membership fee is NT$5,000.
3. Sponsoring members: Any individual or group that agrees with the purpose of the association and sponsors the funds and resources of the association, fills out an application for membership, and after being reviewed and approved by the board of directors, becomes a sponsoring member.
Article 8 Members (member representatives) have the right to vote, elect, be elected and remove. Each member (member representative) has one right.
Article 9 The directors and supervisors of the Association shall serve a term of three years.
Article 10: The Association shall have 15 directors (including 3 standing directors, one of whom is the chairman) and 1 alternate director.
The executive directors shall be elected by all directors.
The chairman shall be elected by all directors from among the standing directors.
Article 11 The Association shall have 3 supervisors (one of whom is a standing supervisor) and 1 alternate supervisor.
The board of supervisors shall have a standing supervisor, who shall be elected from among the supervisors to supervise daily affairs and serve as the chairman of the board of supervisors.
Article 12 Members have the obligation to abide by the association’s charter, resolutions and pay membership dues.
Members who have not paid their membership dues will not be entitled to membership rights. Members who have not paid their membership dues for two consecutive years will be deemed to have automatically withdrawn from membership. If a member who has been withdrawn, withdrawn or suspended from membership wishes to apply for reinstatement or reinstatement of membership, he or she shall pay all the owed membership fees unless there are valid reasons and is approved by the Board of Directors.
Article 13: When a member (member representative) violates laws, regulations or fails to comply with the resolutions of the general meeting of members, he may be given a warning or suspended by a resolution of the board of directors. If the member has seriously harmed the group, he may be expelled by a resolution of the general meeting of members.
Article 14: A member who has any of the following circumstances shall be deemed to be absent from the meeting:
1. Death.
2. Those who have lost their membership qualifications.
3. Those who are removed by resolution of the general meeting of members (member representatives).
Article 15: Members may declare their withdrawal from the Association by stating the reasons in writing.
Chapter 3 Organization and Authority
Article 16: The General Assembly of this Association is the highest authority. If the number of members (member representatives) exceeds 300, member representatives shall be elected in proportion to the districts, and then hold a member representative meeting to exercise the powers of the general meeting. The term of membership representatives is the same as that of directors and supervisors. Their quotas and election methods shall be implemented after approval by the board of directors and shall be reported to the competent authority for reference.
Article 17 The powers of the membership (member representative) conference are as follows:
1. Establishing and changing the articles of association.
2. Elect and remove directors and supervisors.
3. Decide on the amount and method of membership fees, annual membership fees, business fees and member donations.
4. Decide on annual work plans, reports, budgets, and final accounts.
5. Decide on the expulsion of members (member representatives).
6. Decide on the sale, transfer, or creation of other rights of property.
7. Decide on the dissolution of this association.
8. Decide on other major matters related to the rights and obligations of members.
The scope of major matters in Item 8 of the preceding paragraph shall be determined by the Board of Directors.
Article 18 The directors and supervisors of this association are elected by the members (member representatives), and a board of directors and a board of supervisors are respectively established.
When electing the directors and supervisors mentioned in the preceding paragraph, alternate directors and alternate supervisors may be elected at the same time based on the counting of votes. In the event of vacancies among directors or supervisors, they shall be replaced in sequence.
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 communication. The communication election method shall be implemented after approval by the Board of Directors and shall be reported to the competent authority for reference.
Article 19 The Chairman shall supervise and supervise the affairs of the Association internally, represent the Association externally, and serve as the Chairman of the General Assembly and the Board of Directors.
If the chairman of the board of directors is unable to perform his duties for some reason, he shall designate one of the standing directors to act as his deputy. If no appointment is made or cannot be made, the standing directors shall recommend one person to act as his deputy.
When the chairman or executive director becomes vacant, a replacement election shall be held within one month.
Article 20 The functions and powers of the Board of Directors are as follows:
1. Determine the qualifications of members (member representatives).
2. Elect and remove executive directors and chairman.
3. Decide on the resignation of directors, executive directors and chairman.
4. Recruiting and dismissing staff.
5. Formulate annual work plans, reports, budgets, and final accounts.
6. May propose a reference list of candidates for the next term of directors and supervisors.
7. Other matters that should be implemented.
Article 21 When a standing supervisor is unable to perform his duties due to business reasons, he shall designate one supervisor to act as his deputy. If no appointment is made or cannot be appointed, the supervisors shall recommend one person to act as his deputy.
When the chairman of the board of supervisors (standing supervisor) becomes vacant, a replacement shall be elected within one month.
Article 22 The powers of the Board of Supervisors are as follows:
1. Supervise the execution of the work of the Board of Directors.
2. Review the annual final accounts.
3. Elect and remove standing supervisors.
4. Decide on the resignation of supervisors and standing supervisors.
5. Other matters that should be monitored.
Article 23: Directors and supervisors are unpaid positions and may be re-elected. Re-election of the Chairman is limited to one term. The term of office of directors and supervisors shall be calculated from the date of convening the first meeting of the current session of the Board of Directors.
Article 24 Directors and supervisors shall be dismissed immediately if any of the following circumstances occur:
1. Those who have lost membership (member representative) qualifications.
2. Resignation for reasons approved by the board of directors or the board of supervisors.
3. Those who are dismissed or dismissed.
4. The period of suspension exceeds one-half of the term of office.
Article 25 The Association shall have a Secretary-General, Deputy Secretary-General and several other staff members to handle the affairs of the Association under the orders of the Chairman. They shall be appointed and dismissed upon approval of the Board of Directors. The staff members mentioned in the preceding paragraph shall not be directors or supervisors. The rights and responsibilities of staff and hierarchical responsibilities shall be separately determined by the Board of Directors.
Article 26: The Association may set up various committees, groups or other internal working organizations. The organizational rules shall be implemented after being approved by the Board of Directors, and the same shall apply when changes are made.
Article 27 The Association may appoint an honorary chairman, several honorary directors and consultants from the Board of Directors, and their terms of appointment shall be the same as the terms of directors and supervisors.
Chapter 4 Meeting
Article 28 The general meeting of members (member representatives) is divided into two types: regular meetings and temporary meetings. They are convened by the chairman. Except for emergency temporary meetings, all persons who should attend the meeting should be notified 15 days in advance.
Regular meetings are held once a year. Extraordinary meetings are held when the board of directors deems it necessary, or at the request of more than one-fifth of the members (member representatives), or at the request of the supervisory board.
After the Association registers as a legal person, a temporary meeting will be convened at the request of more than one-tenth of the members (member representatives).
Article 29 When a member (member representative) cannot attend the general meeting in person, he may entrust another member (member representative) in writing to act as his agent. Each member (member representative) is limited to one agent.
Article 30: Resolutions of the general meeting of members (member representatives) shall be passed with the approval of more than half of the members (member representatives) present or with the consent of more than half or a larger majority of the attendees. However, resolutions on the following matters must be approved by more than two-thirds of the attendees.
1. Formulation and modification of the Articles of Association.
2. Removal of members (member representatives).
3. Removal of directors and supervisors.
4. Disposition of property.
5. Dissolution of the Association.
6. Other major matters related to members’ rights and obligations.
After the association is registered as a legal person, changes to the articles of association shall be made with the consent of more than three-quarters of the attendees or the written consent of more than two-thirds of all members. The association may be dissolved at any time with the consent of more than two-thirds of all members. It can decide to dissolve it.
Article 31 The Board of Directors shall hold at least one meeting every six months, and the Supervisory Board shall hold at least one meeting every six months. A joint meeting or an extraordinary meeting may be held when necessary.
When the meeting mentioned in the preceding paragraph is convened, except for extraordinary meetings, all persons who should be present shall be notified 7 days in advance. Resolutions of the meeting shall be made with the approval of a majority of the directors and supervisors present.
Article 32: Directors shall attend the board meeting, and supervisors shall attend the supervisors' meeting. The board of directors and the board of supervisors shall not delegate attendance.
Board meetings, supervisory meetings and joint meetings of directors and supervisors can be convened by video conference. Directors and supervisors attending each video conference are deemed to be present in person. Sign-in and voting methods are handled in accordance with the functions of the video equipment. However, when it comes to matters involving elections, by-elections, and recalls, video conferencing is not allowed.
Directors and supervisors who are absent from the Board of Directors and Supervisory Committee for two consecutive times without reason shall be deemed to have resigned.
Chapter 5 Funding and Accounting
Article 33 The funding sources of this association are as follows:
1. Membership fee.
2. Annual membership dues.
3. Business expenses.
4. Member donations.
5. Entrusted income.
6. Funds and their dividends.
7. Other income.
Article 34 The fiscal year of the Association shall be based on the calendar year, starting from January 1st to December 31st of each year.
Before the start of the fiscal year, the board of directors will prepare the annual work plan and income and expenditure budget statement, and within 3 months after the end of the year, the board of directors will prepare the previous year's work report and accounting report, and submit them to the board of supervisors for review and approval. The letter is returned to the Board of Directors, together with the current year's work plan and income and expenditure budget, and submitted to the competent authority for reference after approval by the member (member representative) meeting. If the general meeting of members (member representatives) cannot be held as scheduled for any reason, it can be approved by the association's board of directors and board of supervisors or a joint meeting of directors and supervisors, and then reported to the general meeting for ratification, and then reported to the competent authority for reference.
Article 35 After the association is disbanded, the remaining property shall belong to the local self-government group or the agency designated by the competent authority.
The appointment of liquidators and property liquidation procedures for the association's dissolution shall be handled in accordance with the provisions of the Civil Code if the association is registered as a legal person, unless otherwise provided by law; if the association is not registered as a legal person, it shall be handled in accordance with the resolution of the general meeting of members (member representatives) , when the general meeting of members (member representatives) cannot make a resolution, the chairman shall serve as liquidator, and the liquidation provisions of the civil law shall apply mutatis mutandis.
Chapter 6 Supplementary Provisions
Article 36 Matters not stipulated in this charter shall be handled in accordance with relevant laws and regulations.
Article 37: This Article of Association shall come into effect after being approved by the members (member representatives) meeting and shall be reported to the competent authority for review and filing. The same shall apply to changes.
Article 38: This Article of Association was adopted by the first membership meeting of the Association on April 30, 2023.