Chapter III Medical Juridical Persons in Medical Care
Section III Medical Care Corporations
Medical care corporations shall submit organization bylaws, establishment plan, and related documents for approval by the central competent authority for establishment.
After approval from the central competent authority referred to in the preceding Paragraph, said medical care corporation shall establish aboard of directors in accordance with its bylaws within 30 days. Within 30 days of establishment of board of directors, the medical care corporation shall report to the central competent authority for registration and issuance of juridical person registration license.
When a medical corporation is established, the following entries shall be registered:
1. Purpose and name of juridical person;
2. The principal and branch of ices;
3. Name and domicile of directors, chairperson, and supervisors;
4. Classification and number of assets;
5. Location, classification, and scope of established institution;
6. Total number of assets and contributions from each member;
7. Year, month, and date of permit license.
The juridical person may not be a member of the medical care corporation.
All members of medical care corporations have aright to vote, regardless of the amount of contribution. However, the right to vote shall be distributed in proportion to the contribution in accordance with the bylaws of said medical care corporation.
The bylaws of medical care corporations shall clearly state that members shall retain rights to the assets of the juridical person in relation to their contributions, which may be transferred, in part or in whole, to third persons.
In the case that members who jointly serve as directors or supervisors transfer their rights to third persons in the situation referred to in the preceding Paragraph, said persons shall notify the central competent authority. Those who transfer all of their rights to the assets shall be dismissed from their duties automatically.
The directors of medical care corporations shall be limited to three to nine persons, in which no less than two-thirds shall be physicians or other medical personnel.
No more than one-third of the total number of directors shall be foreigners. Furthermore, foreigners shall not be the chairperson.
Medical care corporations shall establish supervisors, the number of which shall not exceed one-third of the number of directors.
Supervisors shall not serve concurrently as a director or employee.
Directors shall personally attend the board of directors meeting, and shall not authorize an agent to represent him/her.
The alteration of the bylaw of a medical care corporation shall be reported to the central competent authority for approval.
In the case that there is a change in chairperson, directors, or alteration in assets or other registered particulars, the medical care corporation shall register the alteration in accordance with regulations by the central competent authority.
In the case of dissolution, the medical care corporation shall register the dissolution.
In the case that a medical care corporation director is not elected or replaced after the previous one has fulfilled his/her term, which results in clear damage to the organization of the board of directors, the central competent authority shall order an immediate general meeting for the appointment of a replacement director according to the petition of other directors or interested parties. In the case that the general meeting cannot be called, the replacement director shall be appointed by the central competent authority. Regulations regarding appointment shall be determined by the central competent authority.
In the case that a medical care corporation director is in violation of the law or bylaws, resulting in harm done to the juridical person, is harmful to the interests of the established institution, and causes an inability to operate normally, the central competent authority may dismiss said director according to the petition of other directors or interested parties.
In the case that the resolution of board of directors of a medical care corporation is in violation of the law or bylaws, resulting in harm done to the juridical person, is harmful to the interests of the established institution, or causes an inability to operate normally, the central competent authority shall dismiss the board of directors and call for a general meeting in which to appoint new directors.
Medical care corporations shall allot at least ten percent of the income to conduct research and development, professional training, and health education, medical relief, community medical care services, and other community services. Medical care corporations shall allot at least twenty percent of the income as the operation fund.
Medical care corporations shall be dissolved under any of the following circumstances:
1. Occurrences calling for dissolution under the bylaw;
2. In the case that the established purpose can not be fulfilled;
3. Consolidation with other juridical persons in medical care;
5. Revocation of license or order for dissolution by the central competent authority;
6. General resolution;
7. Lack of members.
Dissolution in accordance with Subparagraph1of the preceding Paragraph shall be reported to the central competent authority. Dissolution in accordance with Subparagraphs2 through7ofthe preceding Paragraph shall meet with the approval of the central competent authority.
The remaining assets shall be dispersed in accordance with provisions under the organization bylaw after the dissolution of the medical corporation, with exception of consolidations and bankruptcies.