Chapter 2 Industrial Trade Association
Section One: Establishment
Article 7
An industrial trade association should be established in a district with at least five licensed factories of the same trade, but the establishment of national industrial board of trade is not subject to the number of licensed factories.
Article 8
Criteria of dividing different trades of industrial groups are determined and revised by Ministry of Economic Affairs and Ministry of the Interior; the division of organizing districts of industrial boards of trade in special zones is determined and adjusted by Ministry of the Interior and Ministry of Economic Affairs together.
Article 9
Only one industrial trade association of the same trade should be allowed in a district. Exception is given to those that have been established before the adjustment of administrative districts.
Article 10
As for industry with more than two trades, Ministry of the Interior and Ministry of Economic Affairs jointly determine which industrial trade association it should join, those conforming to Article 7 after joining an industrial trade association should also join another industrial trade association at the same time.
Those out of special zones have to get approval of both Ministry of the Interior and Ministry of Economic Affairs to join the industrial trade association in the near special zones.
Article 11
The establishment and organizing of industrial trade association should be reported to relevant competent authorities for approval and should be under guidance and supervision of the competent authorities; and the articles of association, scroll of members and member representatives, resumes of staff should be reported to relevant authorities for files
The articles of association of industrial trade associations, scroll of members and member representatives, resumes of staff should be handed over to the target business competent authorities of the same level for future reference.
Article 12
The articles of association of industrial trade association should contain the following items:
A. Name.
B. Purpose.
C. District.
D. Address.
E. Duties.
F. Organization.
G. Membership qualification and procedures of joining in and withdrawing from industrial trade association.
H. The rights and obligations of members
I. Number of member representatives and criteria of electing member representatives.
J. The number, authorities, office term, election and dismission of directors and supervisors.
K. Meetings.
L. Funds and accounting.
M. Enactment and amendment of articles of association.
Section Two: Membership
Article 13
All licensed publicly-operated and nongovernmental-run factories must join in the relevant industrial trade associations within one month after establishment except for ordnance factories of national defense; multi-occupation enterprises should join all the relevant industrial trade associations respectively.
All member enterprises or factories of industrial trade associations have to send their member representatives to attend meetings convened by industrial trade associations.
Article 14
Factories are not allowed to withdraw from industrial trade associations unless they stop business, move out of the districts of industrial trade associations or suffer punishment of permanent shutout.
Article 15
The articles of association of trade associations should state clearly the number of representatives of each member factory in proportion to the level of its membership dues, and the quotas of the number of representatives are limited to one to seven.
Article 16
Member representatives must be adult and they shall be principals, managers or current staff of the member factories.
Article 17
Any of the following mentioned personnel is not eligible for member representative:
A. Those who commit crimes and are in execution of verdict.
B. Those who are deprived of public rights and not yet restored related rights.
C. Those who have been placed under custodianship and such custodianship has not yet been withdrawn.
D. Those who announce bankruptcy and not yet restored related rights.
If member representatives have any of the above-mentioned situations, their representative qualification will become invalid automatically and the vacancies are to be filled by newly appointed member representatives.
Article 18
Member representatives have the rights to vote, elect, be elected and the right of recall, each representative has only one ballot.
Article 19
In case that member representatives cannot attend the general meetings in person, they have to entrust other member representatives in written form to deputize theirs rights and duties. Each member representative can only deputize one absent representative, and the number of member representatives deputizing another absent representative should not exceed half of the representatives present.
Section Three: Staff
Article 20
Directors and supervisors of industrial trade association are elected in general meetings by member representatives among them, and then a board of directors, board of supervisors should be established, specific regulations as follows:
1. A Provincial (municipal) industrial trade associations should have no more than twenty-one directors.
2. An industrial trade associations in special zone should not have more than twenty-seven directors.
3. A national industrial trade association should have no more than thirty-three directors.
4. The number of supervisors of an industrial trade associations should not exceed one third of the number of directors.
5. Alternate directors and supervisors of industrial trade associations should be elected, and the number of alternate directors and backup supervisors should not exceed one third of the number of directors and supervisors respectively.
When there are more than three directors or supervisors in an industrial trade association, standing directors or standing supervisors should be elected, the number of standing directors and standing supervisors should not exceed one third of the number of directors and supervisors respectively; the chairperson of directors should be elected from the standing directors, the chairperson of directors should be elected from directors if there is no standing directors.
Article 21
The board of directors and the board of supervisors should carry out their authorities and duties respectively in compliance with decisions and rules adopted in general meetings.
Article 22
The chairperson of the directors must be resident in R.O.C. and he must be of R.O.C. nationality.
At least two thirds of directors, supervisors, standing directors and standing supervisors must be of R.O.C. nationality with residences in P.R.C. respectively.
Article 23
The office term of directors and supervisors is three years; the number of those serving two terms uninterruptedly should not exceed half of the total number in office. The maximum serving terms of chairperson of directors is six years.
Article 24
Directors and supervisors are unpaid positions.
Article 25
In case of any of the following situations, directors and supervisors should be dismissed immediately; the vacancies are to be filled by alternate directors and supervisors respectively:
A. Disqualification of member representatives.
B. Reasonable resignation approved by the board of directors or board of supervisors
C. Dismission and recall of positions in accordance with the Act.
D. The factories or enterprises member representatives delegate withdraw from industrial trade association.
Article 26
Industrial trade associations employ and dismiss staff according to the articles of association and carry out routine work under orders of the chairperson of directors; the employment and dismission of staff of industrial trade associations should be reported by the chairperson of directors to the boards of directors for approval and then submitted to relevant competent authorities for check and reference.
Section Four: Meetings
Article 27
The general meetings are organized and convened by chairperson of directors, include the following meetings:
A. Regular meetings that meet at least once a year, the date of meeting is determined by the board of directors.
B. Extraordinary meetings convened when the board of directors consider necessary or requested by at least one fifth of member representatives.
When the meetings could not be convened on time, the competent authorities should appoint one director to convene the meetings.
Article 28
The general meetings should be notified fifteen days before the date of meetings; emergent or extraordinary meetings are not subject to notification of fifteen days if the member representatives are able to attend them on time, all the meetings should be guided and supervised by appointed personnel of competent authorities.
Article 29
The resolutions adopted and approved by half of the present representatives in general meetings, the general meeting is valid only when attended by more than half of the member representatives will take effect, but any of the following resolutions will take effect only when two thirds of member representatives attend the meeting and approved by at least two thirds of member representatives present.
A. Amendment of the articles of association.
B. Punishment of members and member representatives.
C. Dismission of directors and supervisors.
D. Decision of liquidation and appointment of personnel in charge of liquidation.
Article 30
In case the number of member representatives exceeds three hundred, preliminary meetings should be convened in sub-districts and a certain number of member representatives in proportion to representative numbers should be elected from each sub-district to attend general meeting.
Article 31
The board of directors and the board of supervisors should hold meetings at least once a season respectively, alternate directors and supervisors have to attend these meetings as nonvoting delegates.
Article 32
The resolutions adopted in directors' meetings or supervisors' meetings take effect under the circumstance that at least half of directors or supervisors attend the meeting and half of the directors or supervisors present vote for the resolutions; the resignation of directors or supervisors is effective only under the circumstance that half of directors or supervisors attend the meeting and more than two thirds of the directors or supervisors present vote for the resignation.
Section Five: Fund
Article 33
The income of an industrial trade association includes the following:
A. Admission fee stipulated in the articles of association of industrial trade association and paid by members when joining.
B. Annual membership dues stipulated in the articles of association of industrial trade association and paid monthly in proportion to capital, producing tools, staff number or products quantity of member factories; in case members purchase clubs, add producing equipment or hold exhibitions, an increased membership due should be charged accordingly with approval of competent authorities.
C. Operating fee collected in accordance with resolutions made in general meetings.
D. Entrusted income.
E. Funds and its interests.
Article 34
Multi-occupation members that join more than two industrial trade associations should pay their membership dues to each industrial trade association in proportion to the capital, producing tools, staff number or products quantity that belong to the relevant trade for which they join in the industrial trade association.
Article 35
Members should periodic report their capital situations, producing tools, staff numbers, products quantity and other important data to the industrial trade association so that their membership dues may be easily and correctly calculated.
Article 36
Each member should at least bear one share of operating fee and no more than 50 shares will not be allowed, when necessary, an increase of membership dues may be charged upon resolutions made in general meetings, the total amount of operating fee and amount of each share are determined at general meetings and reported to competent authorities, and the competent authorities deliver the report to target business competent authorities for approval.
Article 37
The above-mentioned operating fees are not refundable when members withdraw from industrial trade association.
Article 38
The budget and financial statement of industrial trade associations should be compiled in annual reports, submitted to the board of supervisors for check, announced at general meeting for approval and finally submitted to competent authorities for future reference.
Article 39
Enterprises run by industrial trade association should have separate accounts, and the statements of annual financial situations should be submitted to board of supervisors for check, then announced at general meeting and finally submitted to competent authorities for future reference.
Article 40
When industrial trade association dissolved, personnel in charge of the liquidation work are to be appointed in accordance with resolutions made at general meeting; in case of no liquidators are available, the trade associations or stakeholders assume the task of applying for local court to decide the appointment of liquidators.
Article 41
Liquidation of the industrial trade associations and enterprises run by it should be made separately, personnel in charge of the liquidation work are to be elected in the general meetings.
Section Six: League of industrial trade associations
Article 42
When three industrial trade associations of a same trade exist in a province or a municipal or in a certain area, a national league of industrial trade associations should be established with the approval of the competent authorities.
For special industrial groups, the national league may be established accordingly with the approval of the competent authorities.
Article 43
The funds of national leagues of industrial trade associations should be borne by their member groups by paying one tenth to two tenth of their annual membership dues, specific criteria should be stipulated in the articles of association).
Article 44
Temporary operating fees of national league of industrial trade associations should be approved at general meetings if necessary.
Article 45
The member representatives of national leagues of industrial trade associations should be appointed by the member groups in proportion to the expenses shared by them.
Article 46
The board of directors and the board of supervisors of each national league of industrial trade associations should be established, the directors and supervisors will be elected from among its member representatives present in general meeting, regulations are as follows:
A. No more than thirty-three directors of each league are allowed.
B. The number of supervisors should not be more than one third of that of directors.
C. Alternate directors and supervisors should be elected from among member representatives, the number should not exceed one third of the number of directors and supervisors respectively.
When there are more than three directors or supervisors, standing directors and supervisors should be elected, the number of standing directors or supervisors cannot exceed one third of the number of directors or supervisors respectively; a chairperson of directors should be elected from among the standing directors, there are no standing directors are available, the chairperson of directors should be elected from among the directors.
Article 47
When it is necessary for a national league of industrial trade associations to demand its member groups to carry out consolidated actions, the implementation of consolidated actions should be approved at general meeting and submitted to target business competent authorities for approval.
Article 48
In addition to prescriptions in this section of chapter two, relevant prescriptions in other sections of this chapter are also practicable to national league of industrial trade associations.