Chapter 4 Taking Office and Discharge
Article 40
Before an elected director or supervisor takes office, the amount of share capital subscribed by respective director or supervisor shall not be less than the average of 15% of total paid-in capital of the credit cooperative at the end of year prior to taking office divided by the number of directors and supervisors elected in accordance with the forgoing article to ensure that every director and supervisor will undertake the responsibilities of a director or a supervisor under the Act.
Up to one half of the required share capital subscribed by a director or supervisor may be pledged to the credit cooperative in the form of certificate of deposit, government bonds, bank debentures or secured corporate bonds of equivalent value.The amount of share capital referred to in the preceding two paragraphs may not be refunded or have pledge released until a director or supervisor has been relieved from office for at least one year and after the information has been reported to the Department of Finance of municipal government or the county (city) government for reference. Notwithstanding the foregoing, a director or supervisor is not subject to the one-year restriction, provided, that the credit cooperative confirms that the director or supervisor concerned is free of any liability during the term of office and the director provides an affidavit, which is passed by a resolution of the board of directors whereby the consenting directors agree to assume joint responsibility for the amount refunded or the amount of pledge released for the remaining part of the one-year period.
The application for refund of share capital or release of pledge shall be submitted no later than six months after the director or supervisor has been relieved from office for one year. The per share capital to be refunded will be determined by book value per share according to the latest examination report or the latest CPA-audited financial statement, whichever is lower, and passed by the general meeting of membership representative, which however shall not exceed the par value of share.
If a director or supervisor fails to apply for refund of share capital within the time period as provided in the preceding paragraph, the refund will be handled according to the share capital refund procedure for general members.
Article 41
A newly elected director or supervisor who fails to conform to the provisions in the foregoing article three (3) days before the first board of directors meeting or the board of supervisors meeting is held shall not take office. In such event, the credit cooperative will notify the alternate or the candidate with the next highest votes to fill the vacancy. The candidate who agrees to fill vacancy after receiving such notice shall conform to the provisions in the first and second paragraphs of the foregoing article before taking office.
Where the amount of shares subscribed by a director or supervisor falls below the amount prescribed in the first paragraph of the foregoing article during the term of office, such director or supervisor will be discharged ipso facto, and the Department of Finance of municipal government or the county (city) government will cancel related registration. If there is an alternate candidate, the credit cooperative will notify him/her to fill the vacancy. The candidate who agrees to fill vacancy after receiving such notice shall conform to the provisions in the first and second paragraphs of the foregoing article before taking office.
Article 42
The first board of directors or board of supervisors meeting after the election of new term of directors and supervisors will be called and convened by the incumbent chairman in ten (10) days after the election record has been submitted to the Department of Finance of municipal government or the county (city) government for reference.
Where the incumbent chairman of directors or chairman of supervisors fails to call the first board of directors or supervisors meeting past the prescribed period, the director or supervisor receiving the most votes will convene the first meeting. Where the director or supervisor receiving the most votes also fails to convene the first meeting, the meeting may be convened by newly elected directors or supervisors, provided the majority of the new board endorse the action. All actions just mentioned require approval from the Department of Finance of municipal government or the county (city) government.
Article 43
The newly elected directors or supervisors will take office on the date the first board of directors or supervisor meeting is held, and the formalities of handover between new and incumbent directors and supervisors shall be completed on the same day.
Article 44
Where there is a vacancy on the board of directors or supervisors, the alternate in line, if any, will fill the vacancy; the vacancy left by a professionally qualified director shall be filled by an alternate director having the same qualification. Vacancies filled shall be reported to the Department of Finance of municipal government or the county (city) government for reference.
Except when the number of directors or supervisors fails to reach half of the number of seats prescribed in the articles of incorporation that a by-election must be held in two months from the date the vacancy appears, a credit cooperative has the discretion to decide whether to hold a by-election when not all vacancies on the board of directors or supervisors have been filled. The number of vacancy left by a director who meets the qualifications provided in Article 9 herein shall be counted separately and handled in accordance with the provisions of Article 39 herein. If the number of directors is less than three, or if no supervisors take office, the central competent authority may assign people to fill the vacancies and act in the capacity of director or supervisor until the by-election is completed.
In the event the office of chairman of directors or chairman of supervisors becomes vacant, a board of directors or supervisors meeting shall be held immediately under a petition endorsed by a majority of the board for the election of a new chairman. Such a meeting shall be reported to the Department of Finance of municipal government or the county (city) government in advance.
Article 45
An alternate director or supervisor filling the vacancy left by an incumbent director or supervisor will take office on the date the first board of directors or supervisors meeting is held after receiving the notice from the credit cooperative to fill a vacancy, and serve until the current term of office for directors or supervisors expires.
Article 46
Where a membership representative, director or supervisor will be discharged ipso facto if he/she has a situation or becomes non-compliant with the requirement as described in Articles 3, 4, 6 or 7 during the term of office, and the Department of Finance of municipal government or the county (city) government will cancel his/her registration.
A managerial officer who has any of the situations described in Article 11 herein during the term of office will be discharged ipso facto.
A director, supervisor or managerial officer who is suspended from duty by the order of the competent authority is not subject to the provisions on discharge.
Where a director, supervisor or managerial officer has any situation that should result in an ipso facto discharge according to the Regulations herein, the person concerned shall inform the credit cooperative immediately.
A credit cooperative should take proactive action after learning that its responsible person has a situation that should result in his/her ipso facto discharge and file a report with the competent authority.
Article 47
Unless it is otherwise agreed in the articles of incorporation, the resignation of a membership representative, director, supervisor, chairman of directors or chairman of supervisors shall be submitted in writing and takes effect immediately. A resigned officer may not be re-elected to the same position during the same term of office.
Article 48
Where the board of directors or supervisors fails to or is unable to exercise its authority or responsibility that might harm the interest of the credit cooperative, the competent authority may designate a provisional administrator to act in the capacity of the chairman of directors, board of directors and board of supervisor. However the designated administrator shall not act in any way that is adverse to the interest of the credit cooperative.