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Chapter Law Content

Title: Private School Law CH
Category: Ministry of Education(教育部)
Chapter 2: School Legal Persons
Section 1: Establishment
Article 9
Natural and legal persons may form school legal persons by applying for permission from the legal person authority according to the Law in order to establish private schools.
The donator or executor shall draw up rules governing the donation and a plan for establishing the private school, and submit them to the legal person authority to apply for permission with an asset list and pertinent information attached.
Rules governing the procedure for and conditions for approval to the above applications, and related matters shall be drawn up by the Ministry.
Article 10
The rules governing the donation (the Rules) shall include the following:
1. Purpose of the school legal person.
2. Assets donated.
3. Objectives of the school.
4. Recommendations made by the founder.
5. Number and qualifications of and candidates for board members, and the appointment, dismissal and reelection thereof.
6. Election and discharge of the president.
7. Organization and powers of the board, the number of meetings, the procedure for calling a board meeting, election of chairperson of the meeting, the method used to reach resolutions, provisions addressing conflicts of interest, etc.
8. Number, qualifications and powers of supervisors, and their appointment and dismissal.
9. Management of the school legal person and the school(s) it establishes.
10. Date the Rules are drawn up.
The Rules shall be approved by the legal person authority before the school legal person is formed. Changes to the Rules shall be approved by the legal person authority as well.
Guidelines for drawing up the Rules shall be drawn up by the Ministry.
Article 11
The donator or executor shall be the founder of the school legal person. The person designated by the donator or executor as the founder in accordance with the Rules may be the founder as well.
If the founder is a legal person, the representative it appoints shall exercise the legal person’s powers.
There shall be no more than three founders in a school legal person.
Article 12
A school legal person shall install persons as board members and supervisors. The founder(s) may form part of its first board members or supervisors. The remaining board members and supervisors shall be elected in accordance with the Rules within three months after the legal person authority grant them permission to establish the school legal person with their names submitted to the legal person authority for endorsement.
First board members and supervisors shall be hired by the founder(s) within 30 days following the legal person authority’s endorsement. A meeting shall be held to form the board with one member elected president.
Section 2: Registration
Article 13
The first president of a school legal person shall submit pertinent information to the legal person authority within 30 days following his/her election. The legal person authority shall forward the information to the court of the place in which the head office of the legal person is located for registration.
Reelection and by-election of the president, board members and supervisors following registration and occurrence of other changes to the registration shall be submitted to the legal person authority for relaying the changes to the abovementioned court for a change in registration.
If additions or reductions have been made to the immovable property or key property items following registration, the school legal person shall, within five months after the end of the school year, submit a CPA-certified updated asset list to the legal person authority for relaying the changes to the abovementioned court for a change in registration.
Article 14
The founder(s) shall transfer all matters regarding the organizing of the school legal person to the first board members within three months following their endorsement by the legal person authority, with ownership of the donated assets transferred to the school legal person.
The legal person authority shall revoke permissions granted for those failing to comply with Article 12, and the first paragraph of Articles 13 and 14 by the deadlines indicated. For those who have completed registration, the court shall be notified to cancel their registration.
Section 3: The Board, Board Members and Supervisors
Article 15
The board shall install 7-21 persons as the board members, with a president elected. The president shall act as the representative of the school legal person.
The board may hire several office clerks, who may be included in the workforce of the school.
Article 16
No more than one-third of the board members shall be spouses, or blood relations or in-laws within the third degree of kinship of each other.
Article 17
Each board member is elected for a four-year term. They may run for the office at the end of each term and be reelected.
On top of the existing number of board members, the board shall recommend at least an additional one-third of eligible staff for membership of the next board.
To be included in the list of candidates, the candidates shall present a letter of consent. If a candidate dies, whose candidacy is canceled or fails to take office after election and before endorsement by the legal person authority, the position is considered vacant and a by-election shall be held. The same applies to candidates elected in accordance with the Law in a by-election.
Article 18
The founder(s) are board members. They do not need reelection to remain board members.
If the founder is a natural person, they lose their board membership when they resign, die, or are removed from office or dismissed in accordance with the Law. If the founder is a legal person, it loses board membership when it dissolves. A by-election shall be held to fill the vacancies left.
Article 19
A school legal person shall install 1-3 persons as supervisors. The board shall hire persons with qualifications indicated in the Rules as the supervisors for a four-year term.
Powers of the supervisors are as follow:
1. Supervision of financial affairs.
2. Supervision of account books, documents and asset information.
3. Supervision of reports on revenue and expenditure.
4. Supervision of other matters as indicated in the Rules.
If the rewards and grants the school legal person receives from the school authority amount to 25% of its revenue in the preceding year or NT$100 million, the legal person authority may appoint an impartial third party as the legal person’s public-interest supervisor, whose powers are the same as those of the other supervisors and who may be replaced or displaced when circumstances require.
Rules governing qualifications, appointment of and expenses incurred as a result of the public-interest supervisor shall be drawn up by the Ministry.
Article 20
Persons meeting one of the following criteria shall not be founders, board members or supervisors:
1. Having been president or board member of a private school belonging to a juridical person, or president, board member or supervisor of a school legal person, or schoolmaster of a private school, who have abused their power to commit crimes and been convicted, removed from office or dismissed before the Law, amended on (date), entered into force.
2. Having been sentenced to one year or longer in prison and completed serving their time for less than three years.
3. Having been declared and remain bankrupt.
4. Who are incompetent or having limited capability.
Article 21
The board shall convene two months before its term expires to elect new board members and submit names of the elected board members to the legal person authority for endorsement within 30 days following the election. The new board members shall not exercise their powers until endorsement of their election is obtained.
If incumbent board members fail to elect new board members in accordance with the Rules four months after their term expires, which threatens to cause damage to the legal person, the legal person authority shall petition for appointment of provisional board members after consulting the school’s consultative committee.
Article 22
Within 30 days after the new board is endorsed by the legal person authority, the outgoing president shall call a board meeting to elect a new president and submit his/her election for endorsement by the legal person authority. The hand-over shall be completed by the date the outgoing board’s term expires and the legal person authority shall be notified of its completion.
If the newly-elected board members fail to elect a new president in accordance with the Rules four months after the new board is formed, which threatens to cause damage to the legal person, the legal person authority shall petition for appointment of a provisional president after consulting the school’s consultative committee.
Article 23
The board shall convene to elect new supervisors three months before incumbent supervisors’ term expires. Election of the new supervisors shall be submitted to the legal person authority for endorsement within 30 days following the election.
If the board fails to elect new supervisors in accordance with the Rules four months after the terms of outgoing supervisors expire, the legal person authority shall appoint provisional supervisors after consulting the school’s consultative committee.
The legal person authority may petition for the removal of supervisors meeting the criteria as set forth in Article 80, Paragraph 1, Subparagraph 2, 3, 5 or 7.
Article 24
Presidents, board members and supervisors meeting one of the following criteria shall be removed from office:
1. Having a letter of resignation presented to a board meeting and included in the meeting’s minutes.
2. Meeting one of the criteria as set forth in Article 20.
3. Having abused their power to commit crimes and been convicted.
4. Presidents having been absent from three consecutive board meetings for no legitimate reasons.
5. Presidents having called no board meetings in one year.
Enforcement rules for the Law shall stipulate the date starting which the abovementioned removal from office takes effect.
Presidents, board members and supervisors suspected of committing crimes as stated in Paragraph 1, Subparagraph 3 above and Article 20, Subparagraph 1, or who have been indicted shall be suspended from office.
Article 25
The legal person or school authority shall order the board, president, or board members breaking the law or breaching the Rules to the extent that normal operation of the school legal person and/or the school has been affected to take steps to improve the situation by a specified date. The legal person authority may petition for suspension or removal of the president and/or some or all of the board members from office after consulting the school’s consultative committee if improvements fail to materialize by the specified date.
In the event that all the board members are removed by the court, the legal person authority shall choose persons from among the original board members or those enthusiastic about education to form a new board.
After the court removes all the board members according to the first paragraph, it may choose at least one provisional board member to exercise the board’s powers before the new board is formed.
The chosen provisional board member(s) shall exercise the board’s powers for no more than one year. However, they may exercise such powers for up to four years where necessary.
The legal person authority may petition for removal of the president and/or board members meeting one of the criteria set forth in Article 80, Paragraph 1, Subparagraphs 2, 3, 5 or 7 after consulting the school’s consultative committee.
Article 26
If the president, a board member or supervisor leaves their position before their term expires, the board shall find their replacement in one month’s time.
If the board fails to find their replacement as stated above and fails to do so by the date set by the legal person authority, the legal person authority shall petition for the appointment of a provisional board member after consulting the school’s consultative committee, or it shall appoint a provisional supervisor after consulting the committee.
Article 27
The president and board members elected to fill a vacancy in the middle of a term shall not remain in the position beyond the date on which the term expires.
The board shall submit information regarding election of the replacement to the legal person authority for endorsement within 30 days.
Article 28
If a board cannot convene because there are not enough board members in attendance, threatening to cause damage to the school legal person, the legal person authority shall petition for appointment of provisional board members after consulting the school’s consultative committee.
Article 29
The board, board members and supervisors shall exercise their powers in accordance with the Law and the Rules, and respect the schoolmaster’s powers as endowed by the Law, related regulations and contracts.
The president, board members and supervisors shall not be the headmaster of the school or hold concurrent administrative positions at the school.
Article 30
Presidents, board members and supervisors holding their position without remunerations may receive payments for attendance and transportation. However, presidents, board members and supervisors who are remunerated for their services shall not receive payments for attendance and transportation.
The upper limit to the above payments shall be decided by the legal person authority.
Article 31
The board shall convene in accordance with the Rules.
In the event of one of the following, the legal person authority shall appoint board members to organize a board meeting in response to application by two or more board members or based on its authority:
1. The board has not convened for two consecutive terms/semesters.
2. The board has failed to elect a president or the president has left the position after election.
3. The board fails to convene according to the Rules, causing problems in the operation of the school legal person.
Article 32
Resolutions reached at board meetings shall be carried out only with over half the board members in attendance and over half the board members in attendance voting on them. Resolutions having to do with the following shall be carried out only with at least two-thirds of the board members in attendance and over half the board members in attendance voting on them.
1. Reelection and by-election of board members.
2. Election, reelection and by-election of the president.
3. Employment or removal of the schoolmaster.
4. Disposing of, collateralizing, purchasing, or leasing immovable property according to regulations in Article 49, Paragraph 1.
5. Decision to suspend, dissolve the school or declare bankruptcy.
If a meeting has been aborted three times because less than two-thirds of the board members attended the meeting and less than two-thirds of the board members are attending the fourth meeting, resolutions may be carried by the actual number of board members in attendance with over half the board members in attendance voting on the resolutions.
The Rules shall stipulate the number of board members. Board members having died, resigned, or served a provisional injunction and forbidden to exercise their powers, or suspended or removed from office shall be excluded.
Article 33
Resolutions reached at board meetings that violate the law or the Rules are null and void.
Board members may petition in one month for cancellation of resolutions reached using a method that is against the law or Rules at board meetings called using a procedure that is against the law or Rules. The above rule does not apply to board members who fail to raise objections at the meetings.
Aware of the above, the legal person authority shall, in reaction to a petition or based on its authority, notify the board of its failure to abide by the law or Rules and order it to make improvements by a specified date. The legal person authority may petition within six months after the resolutions were reached for cancellation of said resolutions if the board fails to make improvements in this time.
Web site:Laws & Regulations Database of The Republic of China