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Chapter Law Content

Title: Commercial Group Act CH
Category: Ministry of the Interior(內政部)
Chapter 2 Commercial Trade Association
Section One: Establishment
Article 8
In a county, city, municipality, nationwide or in a municipality directly under central government with more than five licensed trade associations or firms of the same trade established in accordance with Company Act or Business Registration Act, a commercial trade associations should be organized.
Article 9
A district can have only one commercial trade association of the same trade. Exception is given to those that have been established before the adjustment of administrative districts.
Article 10
The establishment and organization of commercial trade association should be reported to competent authorities for approval. To call a preparatory and the inaugural meetings, a notice may be given to the competent authority, and the competent authority may send personnel to attend the meetings as non-voting delegates. A commercial trade association should submit the articles of association, scroll of its members and resumes of working staff to the competent authorities for future reference. The competent authorities shall inform the target business competent authority.
Article 11
The articles of commercial trade council should clearly state the follow items:
1. Name.
2. Purpose.
3. District.
4. Address.
5. Duties.
6. Organization.
7. Qualification for members and procedures of enrollment, and withdrawing from the association.
8. Rights and obligations of members.
9. The number and criteria of selection of member representatives.
10. The number, office term, authorities, election and dismissal of directors and supervisors.
11. Meetings.
12. Funds and accounting
13. Enactment and revision of the articles of association.
Section Two: Members
Article 12
All licensed publicly owned or nongovernmental corporations or firms established in accordance with the Company Act or Business Registration Act should join the local commercial trade association and become member within one month following the establishment; multi-occupation corporations or firms should join at least one of the commercial trade association and become member unless otherwise stipulated by law.
The above-mentioned members should send member representatives to attend the meetings of commercial trade association.
Article 13
Factories with retail department are also considered commercial corporation or firm.
Article 14
Corporation or firms should withdraw from commercial trade association when they stopped business, move out of the ruling area of the commercial trade association, or subject to the penalty of permanent suspension.
Article 15
Each corporation or firm send one to seven member representatives to commercial trade association in proportion to the level of its membership dues which is stipulated in the articles of the commercial trade association.
Article 16
Member representatives shall be principals, managers or staff of the corporations or firms who currently hold the posts, and they must be adult.
Corporations and firms may reappoint their member representatives at any time according to their needs, however the formerly appointed member representatives lose the representative qualification once new representatives are appointed.
Article 17
People who have any of the following situations cannot become member representatives:
1. Those in the execution of verdict after committing crimes.
2. Those who have been deprived of public rights and not yet restored related rights.
3. Those who have been placed under custodianship and such custodianship has not yet been withdrawn.
4. Those who are charged with bankruptcy and not yet restored related rights.
Appointed member representatives who have any of the above-mentioned situations lose their representative qualification automatically and the vacancies are to be filled by newly appointed member representatives.
Article 18
Member representatives have voting rights, rights to vote, rights to be elected, and right of recall, one vote for each member representative.
Article 19
When member representatives cannot attend the general meeting in person, they should entrust other member representatives in written form to deputize their votes. Each member representative can only deputize one member representative, and the number of member representatives who deputize other member representatives should not exceed half of the number of attending member representatives.
Section Three: Staff
Article 20
Commercial trade association should have directors and supervisors who are to be elected in general meetings from among member representatives and a board of directors and a board of supervisors are to be established; the number of directors and supervisors are subject to the following rules:
1. The directors of a county or city commercial trade association should not exceed twenty-one persons.
2. The directors of a commercial trade association in a municipality directly under the central government should not exceed thirty-three persons.
3. The directors of a national commercial trade association should not exceed thirty-nine persons.
4. The number of directors should not exceed half of the number of member representatives.
5. The number of supervisors should not exceed one third of the number of directors.
6. The number of alternate directors and supervisors should exceed one third of the number of the directors and supervisors respectively.
If the number of directors or supervisors of each commercial trade association is more than three, standing directors and standing supervisors are to be elected from them, but the number should not exceed one third of the number of directors and supervisors respectively, a chairperson of directors is to be elected from the standing directors; when there is no standing director, the chairperson of directors is to be elected from the directors; when standing supervisors exceed three persons, a convener of the board of supervisors is to be elected from the standing supervisors.
Article 21
The board of directors and the board of supervisors carry out their duties according to the resolutions adopted in general meeting and articles of association.
Article 22
The chairperson of directors should be of R.O.C nationality and has residence in R.O.C.
At lease two thirds of the directors, supervisors, standing directors and standing supervisors are of R.O.C. nationality and have residences in R.O.C. respectively.
Article 23
The office term of directors and supervisors is three years, those who hold office consecutively should not exceed half of the directors and supervisors that currently hold posts; the reappointment of the chairperson of directors should not exceed two consecutive office term.
Article 24
Directors and supervisors are unpaid positions.
Article 25
Directors and supervisors who have any of the following situations are to be relieved immediately and the vacancies are to be filled by alternate directors and supervisors.
1. Lose the qualification of member representative.
2. Resignation adopted by the board of directors and the board of supervisors.
3. Dismissal, recalling in accordance with the act.
4. The corporations or firms they represent withdraw from commercial trade association in accordance with the Act or are in punishment of membership suspension or log-out their membership.
Article 26
Commercial trade association should employ and dismiss its working staff in accordance with its articles of association and carry out the affairs of commercial trade association under the order of the chairperson of directors.
Section Four: Meeting
Article 27
General meetings are decided by the board of directors and convened by the chairperson of directors, they include the follows:
1. Regular meetings convened at least once a year.
2. Extraordinary meetings convened when the board of directors consider them necessary or convened when one fifth of the member representatives demand or convened when demanded by the board of supervisors.
When the above-mentioned meetings cannot be convened according to the act, the competent authorities should appoint a director to convene these meetings.
Article 28
General meeting should be announced fifteen days before the date of meetings except for urgent issues, extraordinary meetings are not subject to this limit when they can be conveyed punctually.
The competent authorities should send personnel to attend the aforementioned meetings as non-voting delegates.
Article 29
The resolutions made in general meetings will take effect when more than half of the member representatives attend the meetings and half of the attending member representatives agree to them. But, about the following items, the resolutions will take effect only when more than two thirds of the member representatives attending the meetings and more than two thirds of the attending member representatives agree to the decisions.
1. The modification of the articles of association.
2. Punishment of members and/or member representatives.
3. Dismissal of directors and/or supervisors.
4. Dispose of properties.
5. Resolutions about liquidation and the appointment of personnel in in charge of liquidation.
Article 30
When the member representatives of commercial trade association exceed three hundred persons, preparatory meetings are to be hold according to the division of districts before general meeting; group member representatives are to be elected in proportion to the number of member representatives of each district and then the group member representatives attend the general meeting to make decisions and exert duties of commercial trade association.
Article 31
The board of directors and the board of supervisors should hold meetings respectively at least once three months, the alternate directors and supervisors should also attend the meetings.
Article 32
The resolutions made in the meetings of board of directors and board of supervisors are to take effect when more than half of the directors and supervisors attend the meetings respectively; the resignation of directors and supervisors should be adopted and take effect only when more than half of the directors and supervisors attend the meetings respectively and more than two thirds of the attending directors and supervisors respectively agree to the resignation.
Section Five: Fund
Article 33
The income of fund of commercial trade association includes the following:
1. Admission fee paid by members when joining the commercial trade association, which is stipulated in the articles of association.
2. Annual fee in proportion to the members’ level of principal amount with reference to their turnover; the criteria of levels and membership dues are stipulated in the articles of commercial trade association. When members purchase chambers, acquire equipment or hold exhibitions, they should accordingly pay extra membership dues upon the resolutions of the general members’ meeting.
3. Operating fee raised in accordance with the resolutions made in general meeting.
4. Entrusted income.
5. Funds and its interests.
Article 34
Multi-occupation corporations or firms that join more than two commercial trade associations should pay their membership dues to each commercial trade association according to the turnover of each trade in accordance with the articles of relevant commercial trade association.
Article 35
The total operating cost, the amount of each share, and the number of shares to be borne by each member shall be determined in accordance with the resolutions made in the general meeting; the same applies in the event of adjustments to these amounts.
Article 36
The above-mentioned operating fee is not refundable when members withdraw from commercial trade association.
Article 37
The budget, financial statement of commercial trade association should be compiled into a report book and sent to board of supervisor for check, then adopted in general meetings and reported to competent authorities and target business competent authorities respectively for future reference.
Article 38
Enterprises run by commercial trade association should have separate accounts and the financial reports should be sent to the board of supervisors for check yearly, then adopted in general meeting and finally reported to competent authorities and target business competent authorities respectively for future reference.
Article 39
When being dissolved, commercial trade association should carry out liquidation work and the personnel in charge of the liquidation are to be appointed in general meeting; when no personnel can be appointed, the commercial trade association or the stakeholders or the competent authorities should request the local court to appoint the personnel in charge of the liquidation work.
The residual property of commercial trade association after liquidation belong to the newly organized commercial trade association, when no enough members are available to form a new commercial trade association, the residual property goes to the commercial trade association of upper level.
Article 40
The halt of enterprises run by commercial trade association should be adopted in general meeting, after the halt of the enterprises, the rights and obligations are to be borne by the commercial trade association.