Chapter II: Organization
Article 6
The Center shall establish a board of directors with 11-15 seats, to be filled by the supervisory authority submitting candidates from the following for approval and appointment by the Premier of the Executive Yuan. The same shall apply for dismissals:
1. Representatives of related government authorities.
2. Scholars and professionals in fields related to the performing arts.
3. Individuals in the cultural and education field.
4. Experts in the operation and management of private businesses, or independent members of the public.
There shall be three directors from the category in Subparagraph 1of preceding Paragraph, and no more than four directors from each of the categories under Subparagraph 2-4.
Article 7
The Center shall establish a committee of supervisors with 3-5 seats, to be filled by the supervisory authority submitting candidates from the following for approval and appointment by the Premier of the Executive Yuan; the same shall apply for dismissals:
1. Representatives of relates government authorities.
2. Individuals with expertise in accounting, auditing, law, management and related fields.
The supervisor shall elect one individual amongst themselves as the Executive Supervisors.
Article 8
In selecting the directors and supervisors, the supervisory authority shall consider the representativeness, locality and balance of all types of candidates. In particular, there shall be at least one representative selected as a director under each of the categories from Article 6, Paragraph 1, Subparagraphs 2-4 that are from the Aborigine, Hakka and regions where the Institutions are located.
Either gender selected as director or supervisor shall not comprise of less than one-third of the total number of individuals selected.
Article 9
The term for a director or supervisor shall be four years. The same individual may have his or her appointment extended for one time at the end of the term. However, the number of individuals re-appointed may not exceed more than two-thirds of the total number of individuals, but they must make up at least one-third of the total.
Directors and supervisors who are representatives of government institutions shall enter and resign pursuant to the status of their position without limitation from the appointment limits under the preceding Paragraph; The supervisory authority shall request the Premier of the Executive Yuan to conduct replacements to fill any vacancies in directors and supervisors appointed under Article 6, Paragraph 1, Subparagraphs 2 to 4 and Article 7, Paragraph 1, Subparagraph 2 prior to the end of the term. The term of the replacement shall be until the end of the original individual’s term.
Article 10
Individuals under the following circumstances may not be appointed as a director or supervisor:
1. Under a guardianship or assistance declaration that has yet to be revoked.
2. Final and confirmed sentence above a definite term of imprisonment and has not received a probation announcement.
3. Under a bankruptcy declaration that has yet to be lifted.
4. Stripped of all citizen rights and has yet to be restored.
5. Certified by a public hospital for physical or mental disabilities that would cause the individual to be unable to perform the duties of the position.
Any director or supervisor with any of the above circumstances or otherwise fail to attend board or supervisor meetings without cause for three continuous instances shall be dismissed.
A director or supervisor may be dismissed in the event of any of the following circumstances:
1. Proven poor conduct or behavior that negatively impacts the image of the Center.
2. Concrete fact of, or a serious violation of the appointment terms regarding, incompetence or dereliction in the performance of duties.
3. Failure to attain, for a continuous two years, the standards prescribed by the supervisory authority for the evaluation of the Center’s annual operations performance.
4. Proven a violation of the Regulations on Administrative Neutrality for Public Officials.
5. Proven acceptance of lobbying or request for assistance for matters within one’s authority, or exploitation of the position to accept invitations or gifts, thereby harming the public interest and the interests of the Center.
6. Proven the use of the Center’s finances for reasons unrelated to the performance of duties.
7. Proven a violation of the recusal principles in this Act or the prohibition from engaging in certain transactions specified under the front half of Article 17, Paragraph 1.
8. All other acts inappropriate for the director or supervisor position.
In the event of any of the aforementioned circumstances, the supervisory authority shall provide the accused individual with a chance to present his or her defense prior to dismissal.
The Center’s appointment, dismissal, replacement procedures and all other related procedures shall be prescribed by the supervisory authority.
Article 11
The Center shall have one Chairperson, who shall be selected by the supervisory authority from the directors for submission to the Premier of the Executive Yuan for appointment; the same shall apply for dismissal.
The appointment of the Chairperson shall follow the operating procedure prescribed by the supervisory authority.
Internally, the Chairperson shall manage and oversee all affairs of the Center, while act as the representative of the Center to the public. If the Chairperson is unable to perform his or her duties, a director designated by the Chairperson shall act in his or her place. If no such director can be designated, the directors shall select one amongst themselves to serve as the acting Chairperson.
A first-term Chairperson shall not be over the age of 65. If the Chairperson reaches the age of 70 prior to the end of the term, the Chairperson shall be replaced. However, if there are special considerations that have been approved by the Executive Yuan, the aforementioned limitations do not apply.
Article 12
The board of directors shall be responsible for the following:
1. The review and discussion of development goals and plans.
2. The raising of funds of operational budget for the Center and allocating the government subsidies budget among the Institutions.
3. The approval of the Institutions’ annual operational guidelines.
4. The review and discussion of the annual operational plan.
5. The review and discussion of the annual budget, final accounting and performance targets.
6. The review and discussion of the organic regulations.
7. The review and discussion of the disposition of self-owned real estate property or burdens to be placed on such property.
8. All matters specified in this Act that require a review and resolution from board meetings.
9. The appointment and dismissal of the General Supervisor of Arts at each Institution.
10. Review and discussion of all other important matters.
Article 13
A board meeting shall be held every three months. If necessary, an ad hoc board meeting may be convened by the Chairperson, who will chair that meeting.
Each board meeting shall have a quorum of more than half of the directors, and resolutions shall have the approval of more than half of the directors in attendance. However, resolutions on Paragraphs 1-9 of the preceding Article shall require the approval of more than half of the total number of directors.
Article 14
The committee of supervisors shall be responsible for the following:
1. The review of the annual operational final accounting.
2. The supervision of the Center’s operational and financial status.
3. The audit of the accounting reports, documents and financial data.
4. The audits or reviews of all other important matters.
A supervisor exercises his or her powers independently. The Executive Supervisors shall represent the committee of supervisors in attending the board meetings.
Article 15
The directors, supervisors and the Executive Supervisors shall personally participate or attend the board meetings or supervisors’ meetings. No proxies may be used for attendance.
Article 16
The directors and supervisors shall comply with the principles of recusal. There shall be no exploitation of authority, opportunity or methods from the official position for personal gain or the benefit of related individuals. The scope of recusal and sanctions for violations thereof shall be prescribed by the supervisory authority.
Directors and supervisors may not be spouses or relatives within second degree of relationship either by blood or by marriage, of one another.
The term “related individuals” refer to a spouse or relatives within second degree of relationship or closer.
Article 17
Directors, supervisors and their related persons may not engage in transactional activity, such as sales, leasing and contractor work, with the Center. However, transactions with just cause and approved by special resolutions of the board of directors shall be exempt from the aforementioned limitation.
In the event the Center incurs damages as a result of the violation of the preceding Paragraph, the violator shall be held liable for compensation.
The Center shall actively disclose the board’s special resolution for the circumstance described in Paragraph 1 within 20 days of passage, as well as report the special resolution to the supervisory authority for recordation.
Article 18
The Center’s Chairperson, directors and supervisors shall be unpaid positions.
Article 19
There shall be one General Supervisor of Arts for each Institution of the Center, who shall be appointed through the proposal by the Chairperson for the approval by the board of directors. The General Supervisor of Arts shall manage the affairs of each Institution under the guidance of the board of directors, as well as attend each board meeting. The General Supervisor of Arts shall be the representative of the Institution he or she works in to the public.
The General Supervisor of Arts shall be responsible for the following:
1. The drafting of the annual operational plan for the Institution he or she works in.
2. The drafting of the annual budget, incentive target and the presentation of the final accounting report for the Institution he or she works in.
3. The hiring and termination of staff at the Institution he or she works in.
4. The execution and supervision of the operational affairs of the Institution he or she works in.
5. The approval of all other operational plans for the Institution he or she works in.
The rules for directors and the Chairperson stipulated under Article 10, Paragraph 1, the front half of Paragraph 2, Paragraph 3, Paragraph 4, Article 11, Paragraph 4, Article 16, Article 17, Article 21, Paragraph 6, Article 25, Paragraph 2 and Paragraph 3 shall apply to the General Supervisor of Arts appointed under Paragraph 1 of this Article.
Article 20
If required by operational needs, each Institution of the Center may establish a subordinate operational unit or a performing arts group upon approval by the board of directors and the supervisory authority after the board submits the proposal for review. This shall also apply to the dismissal of such subordinate operational unit or performing arts group.