Charter

Chapter 1 General Provisions

Article 1:

    The name of this association is the Taiwan Green Building Development Association (hereinafter referred to as "the Association").

Article 2:

    The Association is a legally established non-profit social organization. It is dedicated to promoting a localized, high-quality green building policy in line with global environmental protection goals. The objectives include fostering the development of Taiwan's green building industry, facilitating international exchanges, and promoting social education on green building.

Article 3:

    The organization area of the Association covers the entire national administrative region.

Article 4:

    The Association's headquarters is located in the region where the competent authority is based. It may establish branch offices with the approval of the competent authority. The organizational bylaws of such branch offices shall be formulated by the board of directors and implemented after approval by the competent authority. The addresses of the headquarters and branch offices shall be reported to the competent authority for record when established or changed.

Article 5:

    The missions of the Association are as follows:

1. Assist in promoting scientific, high-quality, and localized green building policies in line with global environmental protection goals.
2. Foster the development of Taiwan's green building-related industries, enhance the value of green building production, and promote green building technologies.
3. Participate in international organizations related to green building under the principles of prioritizing Taiwan and maintaining dignity, promoting international exchanges on green building policies.
4. Promote professional education, public awareness education, and social education on high-quality green building.
5. Handle other related matters.

Article 6:

    The competent authority of the Association is the Ministry of the Interior. The competent authorities for related purposes shall be the Construction and Planning Agency and the Architecture and Building Research Institute of the Ministry of the Interior, as defined in the charter. The purposes shall be subject to the guidance and supervision of the competent authorities for the respective purposes.

Chapter 2 Membership

Article 7:

    The Association has the following four types of members:

1. Individual Members: Individuals who endorse the objectives of the Association, are at least twenty years old, engage in work related to green building, and abide by the objectives and obligations of the Association may become individual members.
2. Organizational Members: Organizations or groups endorsed by the government, approved for establishment, and related to green building, which also adhere to the objectives and obligations of the Association, may become organizational members. Organizational members should appoint three representatives to exercise membership rights.
3. Honorary Members: Those who have made outstanding contributions to the promotion of green building, nominated by the board of directors, and approved by the board of directors, may become honorary members.
4. Sponsor Members: Those who have made contributions to the development of the Association's affairs, approved by the board of directors, may become sponsor members.

    Individual and organizational members, upon joining, shall fill out a membership application. After approval by the board of directors, they shall pay the entrance fee and annual membership fee as stipulated in the charter.

Article 8:

    Members (member representatives) have the right to vote, the right to be elected, the right to vote, and the right to recall. Each member (member representative) holds one right. However, sponsor members and honorary members do not have the rights mentioned above.

Article 9:

    Members have the obligation to abide by the charter, resolutions, and pay membership fees. After a resolution by the board of directors, their rights may be suspended.

Article 10:

    Members (member representatives) who violate laws, the charter, or fail to comply with resolutions of the general assembly may, upon resolution by the board of directors, be warned or suspended. In cases of serious harm to the organization, removal may be decided by the general assembly.

Article 11:

    Members may be expelled for any of the following reasons:

1. Loss of membership qualifications.
2. Expulsion as resolved by the general assembly.

Article 12:

    Members may resign by submitting a written statement of withdrawal, stating the reasons to the Association.

Chapter 3 Organization and Authority

Article 13:

    The general assembly is the highest authority of the Association. When the number of members (member representatives) exceeds three hundred, member representatives may be elected in proportion to the regions. A member representative assembly shall then be convened to exercise the authority of the general assembly. The term of office for member representatives is three years, and the number and election method shall be formulated by the board of directors, submitted to the competent authority for approval, and implemented thereafter.

Article 14:

    The powers of the member representative assembly (general assembly) are as follows:

1. Formulating and amending the charter.
2. Electing and dismissing directors and supervisors.
3. Deciding the amount and method of entrance fees, annual membership fees, business fees, and member donations.
4. Approving annual work plans, reports, budgets, and final accounts.
5. Deciding on the expulsion of members (member representatives).
6. Deciding on the disposal of assets.
7. Deciding on the dissolution of the Association.
8. Deciding on other significant matters related to the rights and obligations of members (member representatives). The scope of significant matters in the preceding paragraph shall be determined by the board of directors.

Article 15:

    The Association shall have a board of directors consisting of twenty-five directors and a board of supervisors consisting of seven supervisors. They shall respectively form the board of directors and board of supervisors. When electing directors and supervisors, up to seven alternate directors and two alternate supervisors may be elected based on the ballot count. When vacancies occur among directors and supervisors, they shall be filled in order.

    The current board of directors may propose a list of candidates for the next board of directors and supervisors for reference. Directors and supervisors may be elected through postal voting; however, it shall not be conducted continuously. The procedures for postal voting shall be adopted by the board of directors, approved by the competent authority, and implemented thereafter.

Article 16:

    The powers of the board of directors are as follows:

1. Reviewing the qualifications of members (member representatives).
2. Electing and dismissing executive directors and the chairman of the board.
3. Deciding on the resignation of directors, executive directors, and the chairman of the board.
4. Appointing and dismissing staff.
5. Formulating annual work plans, reports, budgets, and final accounts.
6. Executing other necessary matters.

Article 17:

    The board of directors shall have seven executive directors, elected by mutual selection among the directors. The board of directors shall then elect one executive director as the chairman of the board and three as vice chairmen. The chairman of the board shall oversee internal matters and represent the Association externally, serving as the chairman of the general assembly and board of directors. The vice chairmen shall assist in international exchanges, academic development, administrative affairs, and participate in the affairs of the Association as instructed by the chairman of the board.

    In the event that the chairman of the board cannot perform their duties, the executive vice chairman in charge of affairs shall act on their behalf. If the executive vice chairman cannot perform their duties, another vice chairman shall be designated to act on their behalf. If not designated or unable to designate, one shall be elected by mutual selection among the executive directors to act on their behalf.

    In the event of vacancies in the chairman of the board or executive directors, a by-election shall be held within one month.

Article 18:

    The powers of the Board of Supervisors are as follows:

1. Overseeing the execution of the Board of Directors' work.
2. Reviewing the annual financial statements.
3. Electing and dismissing the Executive Supervisor.
4. Deciding on the resignation of supervisors and the Executive Supervisor.
5. Other matters that require supervision.

Article 19:

    The Board of Supervisors shall consist of two Executive Supervisors, elected by mutual selection among the supervisors. The Board of Supervisors shall then elect one Executive Supervisor as the Chairman of the Executive Supervisors, and one as the Executive Supervisor, overseeing daily affairs. When the Chairman of the Executive Supervisors cannot perform their duties, an Executive Supervisor shall be designated to act on their behalf. If not designated or unable to designate, one shall be elected by mutual selection among the supervisors to act on their behalf.

    In the event of vacancies in the Chairman of the Executive Supervisors or Executive Supervisors, a by-election shall be held within one month.

Article 20:

    Directors and supervisors serve without remuneration, with a term of three years, and they may be re-elected. The term of directors shall be calculated from the date of the first meeting of the current board. The re-election of the Chairman of the Board is limited to one term. In case of consecutive terms for the Chairman of the Board, it is limited to one term.

Article 21:

    Directors and supervisors shall be dismissed immediately under any of the following circumstances:

1. Loss of membership (member representative) qualifications.
2. Resignation due to reasons approved by the Board of Directors or the Board of Supervisors.
3. Dismissal or removal.
4. Suspension for a period exceeding half of the term of office.

Article 22:

    The Association shall have one Secretary-General appointed by the Chairman of the Board to handle the affairs of the Association. Several Deputy Secretaries-General and other staff members shall assist in handling the affairs, nominated by the Chairman of the Board, approved by the Board of Directors, and reported to the competent authority for record. However, the dismissal of the Secretary-General shall be reported to the competent authority for approval in advance.

    Staff members in the preceding paragraph shall not be directors or supervisors. The responsibilities and duties of staff members and the division of responsibilities shall be determined by the Board of Directors.

Article 23:

    The Association may establish various committees, task forces, or other internal operational organizations. The organizational rules shall be implemented after approval by the Board of Directors and changes shall also require approval.

Article 24:

    The Association may hire several honorary chairpersons, honorary directors, and advisors appointed by the Board of Directors to assist in promoting and consulting on the affairs of the Association. The term of their appointment is the same as that of the current directors and supervisors.

Article 25:

    The Member (Representative) Assembly consists of regular and special meetings. The Chairman of the Board shall convene the meetings, and unless an emergency requires an extraordinary meeting, written notice shall be provided at least fifteen days in advance.

    Regular meetings shall be held once a year, and special meetings shall be convened when deemed necessary by the Board of Directors, or upon the request of more than one-fifth of the members (representatives), or when requested by the Board of Supervisors.

    After the legal registration of the Association, a special meeting may be convened upon the request of more than one-tenth of the members (representatives).

Article 26:

    When a member (representative) cannot attend the Member Assembly in person, they may delegate another member (representative) in writing, with each member (representative) limited to one proxy.

Article 27:

    Resolutions of the Member (Representative) Assembly require a majority of attendance, with actions approved by the majority of the greater number of attendees. However, resolutions on the following matters require approval by two-thirds or more of the attendees:

1. Establishment and amendment of the bylaws.
2. Expulsion of members (representatives).
3. Removal of directors and supervisors.
4. Disposal of assets.
5. Dissolution of the Association.
6. Other significant matters related to member rights and obligations.

    After the legal registration of the Association, amendments to the bylaws require approval by three-fourths of the attendees or written consent from two-thirds or more of all members.

    The dissolution of the Association may be decided by a resolution passed by two-thirds or more of all members at any time.

Article 28:

    The Board of Directors and the Board of Supervisors shall convene at least once every six months, and, if necessary, they may hold joint meetings or special meetings.

    Except for special meetings, written notices shall be provided at least seven days in advance of the meetings. Resolutions at the meetings shall be carried out with the approval of a majority of the attendance of the Board of Directors or the Board of Supervisors, with the agreement of the greater number of attendees.

Article 29:

    Directors are required to attend Board of Directors meetings, and supervisors are required to attend Board of Supervisors meetings. Directors and supervisors may not delegate attendance. If a director or supervisor is absent without valid reasons for two consecutive times, it is considered a resignation.

Article 30:

    The sources of the Association's funds are as follows:

1. Membership fees (New Taiwan Dollars):

• Individual members: Five hundred NT dollars.
• Group members: Five thousand NT dollars.

1. Annual dues (New Taiwan Dollars):

• Individual members: Five hundred NT dollars.
• Group members: Ten thousand NT dollars.

1. Business fees.
2. Member donations.
3. Commissioned income.
4. Funds and their interest.
5. Other income.

Article 31:

    The fiscal year of the Association is based on the calendar year, from January 1st to December 31st each year.

Article 32:

    Two months before the start of each fiscal year, the Board of Directors shall formulate the annual work plan, income and expenditure budget, and staff remuneration table, submit it to the Member Assembly for approval (or the Board of Directors and Supervisors Joint Meeting if the Member Assembly cannot be convened as scheduled), and report to the competent authority for record before the start of the fiscal year. Within two months after the end of the fiscal year, the Board of Directors shall compile the annual work report, income and expenditure statement, cash flow statement, balance sheet, property catalog, and fund income and expenditure statement, submit them to the Board of Supervisors for review, return them to the Board of Directors with audit opinions, and submit them to the Member Assembly for approval. The report should be reported to the competent authority for record before the end of March (if the Member Assembly cannot be convened as scheduled, report to the competent authority first).

Article 33:

    After the dissolution of the Association, the remaining assets shall be owned by the local autonomous organization or the agency designated by the competent authority of the location where the Association is located.

Article 34:

    Matters not specified in this constitution shall be handled in accordance with relevant laws and regulations.

Article 35:

    This constitution, after being approved by the Member Assembly (Member Representatives), shall be implemented upon approval by the competent authority, and any changes shall follow the same procedure.

Article 36:

    This constitution was passed at the first session of the first Member Assembly on January 21, 2005.

    Approved for record by the Ministry of the Interior on February 21, 2005, under letter No. 0940006900.

    This constitution was amended and passed at the first session of the third Member Assembly on July 14, 2011.

    Approved for record by the Ministry of the Interior on September 8, 2011, under letter No. 1000176198.