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Chapter 2 Institutional long-term care juridical entities
Section 2 Long-Term Care Foundations
Article 23
A long-term care foundation shall submit articles of endowment, an incorporation plan, and relevant documents to the competent authority to apply for approval of the establishment thereof.
The eleemosynary founder or executor of a will shall, within thirty days of approval of the aforesaid application, appoint directors and form a board of directors in accordance with the articles of endowment, and shall, within thirty days from the day when the board of directors is formed, submit the list of directors to the competent authority for approval. The eleemosynary founder or executor of a will shall, within thirty days of approval, apply to the competent district court for registration as a legal organization, and shall, within fifteen days of issuance of a registration certificate by the court, submit a photocopy of the certificate to the competent authority for recordation purposes. This rule shall also apply in case of any change in registered particulars.
The eleemosynary founder or executor of a will shall, within three months from the day when the long-term care foundation completes registration with the court, transfer the ownership of all properties endowed to the long-term care foundation and report such transfer to the competent authority for recording purposes.
If the eleemosynary founder or executor of a will fails to transfer the ownership of properties endowed to the long-term care foundation within the deadline, the competent authority shall require the said person to complete such transfer within a specified period. If the said person still fails to do so within the specified period, the competent authority may revoke the approvals issued.
Article 24
The articles of endowment of a long-term care foundation shall contain the following particulars:
1. Its purpose, name, main business office, and branch offices.
2. The type and total amount of properties endowed, as well as the methods of their safekeeping and use;
3. Business activities.
4. The number, qualifications, methods of selection, term of office, appointment, and removal of directors and Board Auditors.
5. The method of selection, term of office, appointment, and removal of the chairman of the board.
6. The organization and authority of the board of directors as well as the methods of reaching resolutions.
7. The period of existence, if provided.
8. The causes of dissolution and ownership of the remaining properties.
9. The date when the articles of endowment are established.
For foundations established by means of endowment through a will, the executor of the will shall establish the articles of endowment if the will does not contain the particulars set forth in the preceding paragraph.
Article 25
The board of directors of a long-term care foundation shall consist of seven to seventeen directors.
The chairman of the board shall be elected by directors from among themselves, and may be re-elected for a second term.
The requirements for the composition of directors are as follows:
1. There shall be at least one director who possesses the qualifications for long-term care personnel, as specified in the Long-Term Care Services Act.
2. There shall be at least one disinterested member of society.
3. The number of international directors shall not exceed one-third of the total number of directors, and no international director may act as the chairman of the board.
4. The number of directors who are spouses or relatives within the third degree of consanguinity or affinity of other directors shall not exceed one-fourth of the total number of directors.
In the event that any long-term care institution established by a long-term care foundation is situated in two or more localities, the entirety of employees thereof may elect at least one representative to act as the director set forth in the preceding paragraph.
Directors shall serve a term of no more than four years, and may be re-elected for consecutive terms. However, the number of re-elected directors shall not exceed three-fourths of the total number of directors for each term.
If any director resigns, dies, or is removed from office due to inability to perform the duties thereof before expiration of the term of office, another director shall be elected to fill the vacancy until the term expires. If a successor becomes the chairman via a by-election, the current term shall be counted into the number of consecutive terms.
Article 26
A long-term care foundation shall obtain approval from the competent authority for any major change in the articles of endowment and registered particulars. This rule shall also apply to the dissolution thereof.
The foundation shall, within thirty days of approval of the competent authority, file the aforesaid major change or registration of dissolution with the competent court.
Article 27
If a long-term care foundation is unable to hold a re-election after the term of office of directors expires or if director vacancies occur and cannot be filled, which are likely to hinder the functions of the board of directors, the competent authority may, upon petition by other directors or stakeholders or upon its own authoritysuasponte, appoint directors to fill the positions. Regulations for such appointment shall be enacted by the central competent authority.
If any director of a long-term care foundation violates laws or the articles of endowment, which is likely to jeopardize the interests of the foundation or any institutions established by the foundation or to prevent the foundation or any such institutions from operating normally, the competent authority may, upon petition by other directors or stakeholders or upon its own authoritysuasponte, require suspension of authority or removal of such director.
The period of required suspension of a director’s authority, as set forth in the preceding paragraph, shall not exceed six months. If such absence is likely to hinder the functions of the board of directors during the suspension period, the competent authority shall appoint a temporary director to fill in for the absent director. No registration of change is required for appointing temporary directors. The appointment regulations set forth in Paragraph 1 shall apply mutatis mutandis to such appointment.
Article 28
A long-term care foundation shall set aside at least ten percent of its surplus from the previous fiscal year to conduct related research and development, long-term care education, and social welfare activities. It shall also set aside at least ten percent to increase employee remuneration and conduct professional training.
A long-term care foundation that engages in social welfare activities shall set aside a surplus in accordance with the preceding paragraph.
Article 29
A long-term care foundation shall voluntarily disclose the following information in the manner determined by the central competent authority. This rule shall also apply to any change in the disclosed information:
1. Articles of endowment.
2. Name of directors and Board Auditors.
3. Annual business reports.
4. Annual financial reports that have been submitted to the competent authority for recording purposes.
5. Other information that is designated by the competent authority to be disclosed within a specified period for the necessity of public supervision.