Chapter II Organization
The PTS Foundation shall set up a board of directors, consisting of 17 to 21 people. The procedures for selection are as follows:
1. The Legislative Yuan shall recommend 11 to 15 just and fair people from society to form the PTS Directors and Supervisors Review Committee.
2. Candidates for PTS directors and supervisors shall be nominated by the Executive Yuan and then submitted to the premier for appointment with the consent of more than three-fourths of the members of the Review Committee.
The selection of PTS directors shall consider gender and ethnic representation and a balanced representation from education, arts, literature, academics, communications, and other professional fields.
Not more than a quarter of PTS directors shall be of the same political party affiliation. Directors may not participate in political activities during their tenures.
The following persons shall not serve as PTS directors:
1. Public officials, exclusive of educators and researchers at all levels of public schools and academic institutions
2. Political party workers
3. Responsible persons and executives of over-the-air and cable radio and television enterprises
4. Manufacturers, importers, and dealers of transmitting equipment and facilities
5. Persons whose total investments in the enterprises of the preceding two items exceed 5 percent of the capitalization of the enterprises
6. Members of the Review Committee
7. Non-ROC citizens.
The board of directors shall:
1. set the operational orientation of the PTS;
2. approve annual work plans;
3. review and approve PTS's fiscal budget and final accounts;
4. decide the orientation of PTS programming and development and supervise their implementation;
5. decide the establishment and dissolution of PTS branches;
6. amend the charter of the PTS Foundation;
7. formulate and revise important regulations on business management and implementation;
8. select and appoint the president and confirm the selection and appointment of the vice president and other first-level executives;
9. evaluate and approve the PTS personnel system;
10. establish various ad hoc advisory committees; and
11. perform other obligations of the board of directors as authorized by this Law or the charter.
A director shall serve a term of three years and is eligible for re-appointment when the term of service expires.
There shall be one chairperson on the board of directors who shall be elected by the directors from among themselves.
The chairperson shall be in charge of the general affairs of the board, preside at board meetings, and represent the PTS Foundation in dealing with third parties.
In the event that the chairperson cannot exercise his powers for any cause whatsoever, he shall designate one of the directors to act on his behalf during his absence. If the chairperson fails to make such a designation, the directors shall elect from among themselves, a chairperson to act on his behalf.
In the event that the chairperson cannot exercise his powers for more than three months for any cause whatsoever, he may be removed from office by a resolution of the board of directors.
The board of directors shall ask the premier to remove a director from office, when any of the following situations are applicable to that particular director:
1. Any situation as stipulated in Article 14
2. The director is declared to be under guardianship, requiring assistance or bankrupt
3. The director is sentenced to imprisonment for a definite period of time or a more severe punishment and the decision has become final, unless the punishment is suspended or commuted to a fine
4. The director is diagnosed by a public hospital to be mentally or physically impaired to the extent that he is incapable of exercising his powers
5. The director's conduct is determined through a board resolution to have violated the duties of a director or acted in such a way that is improper for a director.
In the event that one-third of the directors have vacated their offices, new directors shall immediately be selected pursuant to Article 13 to fill the vacancies. The new directors shall serve until the original term expires.
When the chairperson has vacated office, one of the directors shall be elected by the directors to exercise the chairperson's powers until the original term expires.
The chairperson shall be a full-time paid position, but directors shall receive no compensation other than fees for attending board meetings.
The board of directors shall meet at least once per month. Special meetings shall be called at such times as deemed necessary by the chairperson or upon request by at least one-third of the directors.
Except as otherwise provided herein, the board shall adopt no resolution unless the meeting is attended by two-thirds of the directors and a majority of the votes are cast in favor of the resolution.
The PTS Foundation shall establish a board of three to five supervisors, who shall elect a standing supervisor from among themselves.
Supervisors shall have relevant knowledge and experience in mass media, law, or accounting. Related provisions regarding the directors in this Law shall apply to the term and termination of service of the supervisors.
The board of supervisors shall audit the use of funds by the PTS Foundation and determine whether there has been a violation of the PTS Foundation's Financial Auditing Procedures and other laws.
The board of directors shall prescribe the PTS Foundation's Financial Auditing Procedures mentioned in the preceding paragraph.
The PTS Foundation shall have a president, who shall be nominated by the chairperson of the board and approved by two-thirds of the directors. There shall be one to three vice presidents, depending on the requirements of the business. The vice presidents shall be nominated by the president and approved by the board of directors.
The president shall be directed and supervised by the board of directors in conducting the business of the PTS Foundation. Within the scope of his powers, the president shall represent the PTS Foundation. The vice presidents shall assist the president with the business, and shall act on his behalf in his absence.
Managers and other first-level executives shall be nominated by the president and approved by the board of directors.
The following conduct of the president shall be subject to the advance written approval of the board of directors:
1. Acquiring, transferring, leasing, lending, or mortgaging real estate
2. Transferring, leasing, lending, or mortgaging all or part of the transmitting facilities
3. Investing in other industries related to the operational objectives of public television
4. Other items requiring the approval of the board of directors as mandated by this Law or the charter.
Companies subject to PTS Foundation investment in accordance with Item 3 of the preceding paragraph shall be restricted to limited companies or companies limited by shares.
The board of directors shall report the actions under Items 1 and 2 of Paragraph 1 to the regulatory agency.
The president and the vice president may not concurrently serve as a public official or political party worker, conduct other businesses, engage in profit-making businesses, or invest in newspapers, news agencies, or radio, television, motion picture, video tape, or other mass media businesses.
The president or vice president shall be dismissed by the board of directors, if he:
1. has violated any item in Paragraph 1 of Article 24;
2. The person has been declared commencement of guardianship, assistantship or bankrupt;
3. has been diagnosed by a public hospital to be mentally or physically impaired to the extent that he is incapable of exercising his powers; or
4. has been determined by a board resolution to have violated his duties or acted in such a way that is improper for his position.
To ensure the professionalism and independence of news production, the staff of the news department shall elect from among themselves three to five representatives to formulate policy on news production and broadcasting with the president.