Articles of Association of Taiwan Asia Academy of Implant Dentistry

Officially resolved in the First Membership Conference of Session Two Convened on July 1, 2012

Chapter One General Provisions 　

Article I	This Academy is duly associated in the full name of Taiwan Asia Academy of Implant Dentistry (hereinafter referred to as the “Academy”).
Article II	This Academy is a nonprofit social body duly established according to law for thepurposes of promoting science & professionalism of implant dentistry.
Article III	The Academy takes the entire administrative territories of the Republic of China asits region of services.
Article IV	The Academy is headquartered in the place where the competent authority is located and may duly set up its branch(es) as approved by the competent authority. The Organizational Rules of the Branch(es) mentioned in the preceding paragraph shall be drawn up by the Board of Directors of the Academy and shall be put into enforcement after being reported to and approved by the competent authority. The establishment and a change in the addresses of the Academy and its Branch(es) shall be reported to the competent authority for information.
Article V	The Academy shall carry out the following duties: I. Discuss implant dentistry related technology and business affairs through meetings to be convened on a regular basis in an attempt to promote science & professionalism of implant dentistry. II. Issue and publish dentistry & stomatology related academic reports. III. Provide dentists with on-the-job educational & training programs.
Article VI	The competent authority over the Academy is the Ministry of the Interior. The competent authority in charge of the target business of the Academy is the Department of Health, Executive Yuan. The target businesses of the Academy shall be subject to the instructions and superintendence of the respective competent authorities.
Article XII	A member may duly apply to the Academy in writing for withdrawal from the membership.

Chapter Two Membership　

Article VII	An applicant who applies for membership of the Academy shall be the one who holds a dentist license and who has participated in and satisfactorily completed the relevant programs or seminar activities, duly fill up the membership application form, pass the review process of the Board of Directors and pay the membership initiation fee before becoming a member of the Academy.
Article VIII	A member (Member Representative) shall be empowered to vote, to elect, to recall and to be elected. Each member (Member Representative) is entitled to one power unit.
Article IX	All members of the Academy are obliged to comply with these Articles of Association, decisions resolved by the Academy and to pay the membership fee
Article X	A member (Member Representative) who violates the laws and ordinances concerned, these Articles of Association or defies the decisions resolved in the Members’Congress of the Academy shall be subject to a warning or penalty of being suspended from membership. In case of a critical offense which leads to a significant damage to the Academy, such member (Member Representative) shall be dismissed from the membership after the decision is resolved in the Members’ Congress. To facilitate sound performance by the Academy, a member who fails to pay the membership fee is not entitled to rights and privileges of the Academy. A member who has failed to pay the membership fee for two years in a row is deemed to have withdrawn from the membership by his or her discretion. A member who applies for resumption of membership after having withdrawn, been dismissed or suspended from membership shall clear off all outstanding membership fee in full beforehand unless there is a justifiable reason.
Article XI	A member shall be dismissed from the membership when meeting any of the situations below: I. Having forfeited the qualifications of membership. II. Having been dismissed from the membership as resolved in the Members’ Congress.

Chapter Three Organization & Powers　

Article XIII	The Academy takes the Members’ Congress as the body of the supreme power. When the total number of members (Member Representatives) exceeds three hundred, the Member Representative may be duly elected pro rata for the respective regions before the Member Representatives’ Congress is convened to exercise the responsibilities and powers of the Members’ Congress. A Member Representative has a two-year tenure of office. The quota and the rules for election shall be worked out by the Board of Directors and be put into enforcement after being submitted to and approved by the competent authority.
Article XIV	The Members’Congress (Member Representatives’Congress) shall have the following responsibilities and powers: I. Enact and update these Articles of Association. II. Elect and recall the directors and supervisors. III. Resolve the amounts and terms of payment of the admission fee, perennial membership dues, funds for public undertakings, donations from members. IV. Resolve annual operating plans, reports, budgeting and final accounting. V. Resolve decisions on penalty of dismissal of members (Member Representatives). VI. Resolve decision on disposal of properties. VII. Resolve decision on dissolution of the Academy. VIII. Resolve decisions on major issues regarding members’ rights & obligations. The range of the major issues as per Subparagraph VIII of the preceding paragraph shall be defined by the Board of Directors.
Article XV	The Academy has fifteen (15) directors, five (5) supervisors, to be elected from among the members (Member Representatives) to establish the Board of Directors and Board of Supervisors. The aforementioned directors and supervisors shall be duly elected through calculation of the ballots they win. （Remarks: Upon election of the aforementioned directors and supervisors, five(5) alternate directors and two (2) alternate supervisors shall be elected simultaneously who shall fill up the vacancy(es) whenever the post(s) of the director(s) and supervisor(s) is(are) vacated by order. The Board of Directors may propose the list of the referential candidates of the directors and supervisors of the next session.）
Article XVI	The Board of Directors shall have the following responsibilities and powers: I. Check and verify the qualifications of the members (Member Representatives). II. Elect and recall the standing directors, the chairperson. III. Resolve a decision regarding resignation by a director, standing director and the chairperson. IV. Hire and discharge staff members. V. Work out annual operating plans, reports, budgeting and final accounting. VI. Take charge of other issues that should be implemented.
Article XVII	The Board of Directors shall have five(5) standing directors, to be elected from among directors themselves. From among the standing directors, one chairperson shall be elected. The chairperson shall superintend the Academy affairs internally and represent the Academy externally. The chairperson shall chair the Member Congress Meeting and the Board of Directors Meeting. Where the chairperson is unavailable to take charge of duties, he or she shall appoint a standing director to act as his or her substitute. If no such appointment is made, one standing director shall be elected from among themselves to act as the substitute. Where the post of the chairperson or a standing director is vacated, the by-election shall be conducted to elect the replacement within one month.
Article XVIII	The Board of Supervisors shall have the following responsibilities and powers: I. Supervise implementation of the business operation by the Board of Directors. II. Check and verify the annual final accounting. III. Elect and recall the standing supervisors. IV. Resolve decisions regarding resignation of a supervisor or a standing supervisor. V. Take charge of other supervisory affairs.
Article XIX	The Board of Supervisors shall have one (1) standing supervisor, to be elected from among supervisors themselves to superintend the routine supervisory affairs and to chair the Board of Supervisors Meeting. Where the standing supervisor is unavailable to take charge of duties, he or she shall appoint a standing supervisor to act as his or her substitute. If no such appointment is made or such appointment proves impossible, one supervisor shall be elected from among themselves to act as the substitute. Where the post of the chairperson of the Board of Supervisors Meeting (Standing Supervisor) is vacated, the by-election shall be conducted to elect the replacement within one month.
Article XX	Both the directors and supervisors shall serve the posts on a non-salaried basis and shall have a two-year tenure of office. The chairperson shall serve only one tenure of office. The tenure of office of the directors and supervisors shall start to run from the date on which the first board of directors meeting of the current session is convened.
Article XXI	A director or supervisor shall be discharged forthwith when meeting any of the situations below: I. Having forfeited the qualifications as a member (Member Representative) II. Having resigned from the post and the resignation has passed the resolution by the Board of Directors or Board of Supervisors. III. Having been recalled or dismissed. IV. Having been suspended from the membership for a period that exceeds one-second of the total tenure of office.
Article XXII	The Academy has one Secretary-General to take charge of the business operation of the Academy as instructed by the chairperson. The Academy has a certain number of other staff members who shall be duly hired, discharged after being nominated by the chairperson and resolved by the Board of Directors and shall be reported to the Competent Authority for information. The staff members mentioned in the preceding paragraph shall not be concurrently served by a director or supervisor. The powers and responsibilities of the staff members and matters of their hierarchical responsibility rules shall be separately enacted by the Board of Directors.
Article XXIII	The Academy may set up a variety of committees, task forces or other internal operating organizations the organizational rules of which and the change thereof shall be put into enforcement after being resolved by the Board of Directors.
Article XXIV	The Academy may, through its Board of Directors, retain one honorary chairperson, a certain number of honorary directors, consultants whose tenure of office shall be same as the tenure of office of the directors and supervisors.

Chapter Four Meetings

Article XXV	The meetings of the Members’ Congress (Member Representatives’ Congress) are in two categories, i.e., the regular and temporary (extraordinary) ones. Except for a temporary (extraordinary) convened on an emergency, the notices of such meetings shall be served in writing fifteen (15) days in advance. The regular meeting shall be convened on an annual basis. A temporary (extraordinary) meeting may be duly convened whenever the Board of Directors considers it necessary, or while requested by over one-fifth of the members (Member Representatives) or requested by the Board of Supervisors in writing. After the Academy duly complete s the registry as a juristic person (legal entity), a temporary (extraordinary) meeting may be duly convened when requested by over one-tenth of the members (Member Representatives).
Article XXVI	A member (Member Representative) who is unavailable to attend a Members’ Congress meeting may authorize another member (Member Representative) to act as his or her proxy. Each member (Member Representative) may act as the proxy only for another member (Member Representative).
Article XXVII	A decision in the Members’ Congress meeting (Member Representatives’ Congress meeting) shall be resolved by a majority vote in the meeting which is attended by members (Member Representatives) representing a majority of the total number of members (Member Representatives). A decision on the following issues shall be, nevertheless, resolved by members (Member Representatives) who represent a two-thirds majority of the total number of members (Member Representatives). I. The enactment and change in these Articles of Association. II. Dismissal of a member (Member Representatives). III. Recall of a director or supervisor. IV. Disposal of properties. V. Dissolution of the Academy. VI. Other significant issues regarding rights & obligations of members. After the Academy completes registry of juristic person (legal entity), a change in these Articles of Association may be made only by a three-quarter majority vote of the present members (Member Representatives) or under agreement by two-thirds majority of the total members in writing. The Academy may be dissolved at anytime under resolution by a two-thirds majority of the total members.
Article XXVIII	The Board of Directors shall convene a meeting every three months. The Board of Supervisor shall convene a meeting every three months. A joint meeting or a temporary (extraordinary) meeting may be duly convened whenever necessary. Except a temporary (extraordinary) meeting, notices for the aforementioned meetings shall be served in writing seven(7) days in advance. Decisions in these meetings shall be resolved by a majority vote in the meeting that is attended by a majority of the total directors and supervisors.
Article XXIX	Directors shall participate in the Board of Directors meeting. Supervisors shall participate in the Board of Supervisors meeting. The meetings of the Board of Directors, Board of Supervisors shall be attended in person, not through a proxy. A director or supervisor who is absent from the Board of Directors meeting, Board of Supervisors meeting twice in a row without a justifiable reason is deemed to have resigned.

Chapter Five Funds & Accounting

Article XXX	The Academy’s funds shall come from the following sources: I. Admission fee: NT$1,000, payable at the moment of admission. II. Perennial membership dues: NT$300. III. Funds for public undertakings. IV. Donations from the members. V. Entrusted incomes. VI. Fund and its interests. VII. Other incomes.
Article XXXI	The Academy’s fiscal year is the Gregorian calendar and is starting from January 1 until December 31 of every calendar year.
Article XXXII	The Academy shall work out the annual operating plan, anticipated revenues and expenditures, employee payroll charts through its Board of Directors two months prior to start of every fiscal year to be resolved in the Members’ Congress (To be resolved in the Joint Meeting of the Directors and Supervisors if the Members’ Congress meeting is not convened as scheduled for any reason). All those documents shall be submitted to the competent authority for information before start of the fiscal year. Within two months after closure of the fiscal year, the Academy shall work out through he Board of Directors the annual operation report, closed revenues and expenditures statement, cash flow statement, balance sheet, inventory of properties and revenues and expenditures statement of the funds to be reviewed by the Board of Supervisors which shall, after completing the review process, work out the review opinion statement to be resolved in the Members’ Congress and submit the review opinion statement to the competent authority for information not later than March 31 (to be submitted to the competent authority beforehand if the Members’ Congress meeting is not convened as scheduled).
Article XXXIII	After the Academy is dissolved, the remaining properties shall belong to the local autonomous organization in the place where the Academy is located, or belongs to the entity as designated by the competent authority.

Chapter Six Bylaws

　

Article XXXIV	Any matters insufficiently provided for in these Articles of Association shall be subject to laws and ordinances concerned.
Article XXXV	These Articles of Association and a change thereof shall be put into enforcement after being resolved by the members (Member Representatives), reported to and approved by the competent authority.
Article XXXVI	These Articles of Association were duly resolved in the ____ Members’ Congress meeting of Session ___ convened on April __, 2010 and officially approved by the Ministry of the Interior with Letter Tai-( )-Tze #_________ dated on April __, 2010.