Chapter 2 Organization
Article 6
The Center’s board of directors shall have 11 to 15 directors selected by the supervisory agency from the following persons and appointed by the Premier of the Executive Yuan. The same process shall apply to dismissal:
1. Representatives of relevant government agencies (institutions).
2. Experts and scholars on housing, urban renewal, law, or finance.
The number of directors in subparagraph 1 of the preceding paragraph may not be less than half of the total number of directors.
The number of full-time directors in Paragraph 1 may not exceed one third of the total number of directors.
The number of directors of any gender many not be less than one third the total number of directors.
Article 7
The Center’s board of supervisors shall have 3 to 5 supervisors selected by the supervisory agency from the following persons and appointed by the Premier of the Executive Yuan. The same process shall apply to dismissal:
1. Representatives of relevant government agencies (institutions).
2. Experts and scholars on housing, urban renewal, law, or finance.
Supervisors shall appoint an executive supervisor from themselves.
The number of supervisors of any gender many not be less than one third the total number of supervisors.
Article 8
The term of directors and supervisors is four years calculated individually regardless of session. Directors and supervisors may be reappointed once their term ends. After this Act takes effect, among the directors that are first appointed, the term of 7 directors shall be 2 years; among the supervisors that are first appointed, the term of 2 supervisors shall be 2 years.
Directors and supervisors representing government agencies (institutions) shall be reappointed according to their position change; their reappointment is not limited by the number of reappoints in the preceding paragraph. If a director or supervisor appointed according to Subparagraph 2, Paragraph 1, Article 6 or Subparagraph 2, Paragraph 1 of the preceding article leaves the position before their term ends, the supervisory agency shall select and request the Premier appoint a new director or supervisor. The term of the new director or supervisor will be until the term of the original director or supervisor ends.
Article 9
A person who has any of the following circumstances may not be appointed as a director or supervisor:
1. A person who has been placed under custodianship or guardianship, and such placement has not yet been withdrawn.
2. A person who has been sentenced to imprisonment, and has not yet been declared on probation.
3. A person who has been declared bankrupt and has yet to come out of bankruptcy.
4. A person whose citizen’s rights have been suspended and has not yet resumed the rights.
5. A person who has been certified by a public hospital as incapable of performing duties due to physical or mental disabilities.
A director or supervisor who has one of the above circumstances, or fails to attend meetings of the board of directors for three consecutive times without justified reasons, shall be dismissed.
A director or supervisor may be dismissed if one of the following circumstances arises:
1. A director or supervisor whose misconduct or poor character affects the image of the Center, and there is concrete evidence of the misconduct.
2. A director or supervisor who fails to devote reasonable effort or neglects to perform his/her duties, and there are specific facts amounting to material breach of his/her appointment.
3. The Center to which a director or supervisor is appointed fails the supervisory authority’s performance evaluation for two consecutive years.
4. A director or supervisor who is found by concrete evidence to have violated the Administrative Neutrality Act.
5. A director or supervisor who is found by concrete evidence to have accepted gifts or special treatments from lobbyists and misused his/her position to influence supervisory decisions, and as a result jeopardized the interests of the public or the Center.
6. A director or supervisor who is found by concrete evidence to have misused assets of the Center for non-official reasons.
7. A director or supervisor who has violated the principle of recusal, or engaged in the prohibited transactions stipulated in the first part of Paragraph 1 of Article 17, and there is concrete evidence of the misconduct.
8. A director or supervisor who has any conduct that renders him/her unfit for the position of director or supervisor.
The supervisory agency shall give the person involved an opportunity to give a statement or defend him/herself before dismissal for the conditions specified in the preceding paragraph.
Regulations on the appointment, dismissal, additional appointment, and related matters of the Center’s directors and supervisors shall be prescribed by the supervisory agency.
Article 10
Where the Center has a board of directors, a full-time chairperson shall be appointed by the supervisory authority or Premier of the Executive Yuan. The same shall apply to the dismissal of the chairperson.
The appointment of the chairperson shall be governed by the regulations enacted by the supervisory authority.
The chairperson oversees all matters of the Center and represents the Center externally. If the chairperson cannot perform his/her duties due to certain reasons, the chairperson shall appoint a director perform duties on his/her behalf. If the chairperson cannot appoint a director, the directors shall appoint a director from among themselves to perform duties on behalf of the chairperson.
A chairperson may not exceed the age of 65 at the start of his/her term. Where a chairperson reaches the age of 70 before the expiration of his/her term, he or she shall be immediately replaced. Notwithstanding, special exemptions may be made upon approval by the Executive Yuan.
The chairperson’s remuneration shall be prescribed by the supervisory agency.
Article 11
Remuneration for the Center’s full-time directors and supervisors shall be prescribed by the supervisory agency; a director and supervisor who concurrently holds another position shall receive no remuneration.
Article 12
The board of directors shall have the following power:
1. Review development goals and projects.
2. Review annual business and operating plans.
3. Appointment and dismissal of the CEO.
4. Fund raising and budget allocation.
5. Review annual budget and final reports.
6. Review the sale of real estate or setting encumbrances.
7. Review matters specified in this Act as requiring the board of directors’ resolution.
8. Review of regulations.
9. Review other material matters.
Article 13
The board of directors meets once every two months; an extraordinary meeting may be convened when necessary. Board meetings are called by the chairperson, who also serves as the chairperson of the meeting.
At least half of all directors shall be in attendance in board of directors’ meetings, and resolutions shall be approved by at least half of all directors in attendance. Resolutions for subparagraphs 1 through 8 of the preceding articles shall be approved by at least half of all directors.
Article 14
The board of supervisor shall have the following power:
1. To examine and approve financial statements from yearly project.
2. To supervise business and financial conditions.
3. To audit financial accounts, documents and assets data.
4. To examine and approve or audit other matters of material importance.
A supervisor exercises his or her powers independently. The executive Supervisor shall represent the committee of supervisors in attending the board meetings.
Article 15
Directors, supervisors, and the executive director shall attend meetings of the board of directors or board of supervisors in person, and may not designate a proxy to attend the meeting.
Article 16
A director or supervisor shall strictly comply with the principle of recusal, and may not abuse the power, opportunities or means arising from his/her position to seek gains for himself/herself or related persons. The scope of recusal and penalties for violation shall be stipulated by the supervisory authority.
A director or supervisor may not be a spouse or relative by blood or marriage within three degrees of kinship to another director or supervisor.
If any land or buildings owned by directors, supervisors or related parties is located within the area of social housing or urban renewal project, the director or supervisor shall report the matter to the board of directors and may not participate in reviews of the project involved.
The scope of related parties referred to in this Act is as follows:
1. Spouse or family members living together.
2. Relatives within the second degree of kinship.
3. A trustee entrusted with the assets of the director or supervisor or spouse.
4. A profit-seeking business in which the director or supervisor or persons listed in subparagraphs 1 and 2 serve as the person-in-charge, director, supervisor, or manager.
Article 17
A director, supervisor or related person thereof may not conduct transactions such as sales, lease or contracting with the Center.
A person who violates the requirements set forth in the preceding paragraph and causes harm to the Center shall be liable for compensation to the Center.
Article 18
The Center has one full-time CEO nominated by the chairperson and appointed after being approved by the board of directors; the same process shall apply for dismissal.
The CEO carries out the Center’s affairs and supervises personnel in accordance with the Center’s regulations, resolutions of the board of directors, and authorization from the chairperson.
Paragraphs 1 through 4 of Article 9, Paragraph 4 of Article 10, Article 16, Article 17, Paragraph 3 of Article 19, and Subparagraph 6 of Article 21 are applicable to the CEO.
Article 19
Persons employed by the Center shall be governed by their personnel regulations. These persons shall not have civil servant status, and their rights and obligations shall be clearly set forth in their contracts.
A spouse or relative by blood or marriage within three degrees of kinship of a director or supervisor may not hold a position in general affairs, accounting or personnel with the Center.
A chairperson of the Center may not hire his/her spouse or relative by blood or marriage within three degrees of kinship as an employee of the Center.
Directors, supervisors, and the Center’s personnel may not use their position at the Center to violate the law by offering or taking bribes and damage the Center’s reputation.
A person who violates the requirements set forth in the preceding paragraph and causes harm to the Center shall be liable for compensation to the Center.