Charter of Hsinchu City Professional Management Association
(English name : Chinese Professional Management Association of Hsinchu)

Chapter I General Provisions

Article 1
The name of the association shall be the Hsinchu City Professional Management
Association (hereinafter referred as the Association).

Article 2
The Association is a social group established under the People's Group Law and is not for profit.

Article 3
The Association is a hierarchical organization of the Chinese Professional Management Association, and joins the Chinese Professional Management Association as a group member. The chairman of the Association and persons the chairman designated are both to serve as group member representatives.

Article 4
The purposes of the Association are:
(1) Disseminate and exchange the experience and knowledge of business management, research and improve the practice of corporate managers.
(2) Promote scientific management and assist industrial and commercial enterprises to improve their operations to promote economic development.
(3) Providing services to assist enterprises in improving relevant business management issues.
(4) Promoting community care for public welfare activities and create a harmonious and warm living environment.

Article 5
The address of the Association is located in Hsinchu City and is organized by the administrative area of Hsinchu City.

Article 6
The business scope of the Association are as follows:
(1) Conduct research, workshops, discussions and observations on the practices of
business managers.
(2) Accepting entrustment to help improving matters which related to business operations and management.
(3) The issuance and circulation of the publication of the journal and related books and periodicals.
(4) Contact with domestic and overseas relevant professional management organizations.
(5) Strengthen economic research, including investigation and analysis of international business conditions.
(6) Matters related to other relevant professional managers.

Chapter II Members

Article 7
(1) Individual members: Anyone who agrees with the purpose of the Association, is at least 20 years of age, and has the capacity to act. In the industrial and commercial enterprises, public and private institutions established according to leagal law, they have the concrete operational and management responsibilities and have full policies and operations for their businesses, or some of them have the decision-making powers, or experts and scholars who have researches on business management, shall fill in the application for membership, and after the approval by the board of directors, and paying the membership fee, they are individual members; those who pay permanent membership fee are permanent individual members.
(2) Group members: Any industrial and commercial enterprise registered with a
government agency and a public or private organization or group that agrees with the purpose of the Association shall fill in the application for membership, and after the approval by the board of directors and the payment is paid of the membership fee, it shall be a group member; those who pay permanent membership fee are permanent group members. Group members shall designate 2 persons to serve as member representatives.
(3) Sponsoring members: Any individual or group that agrees with the purpose of the
Association and completes the membership procedures shall be a sponsoring member.

Article 8
If a member violates laws, regulations, or fails to abide by the resolutions of the
General Assembly and fails to pay the membership fee for two consecutive years, he may be warned or suspended by the resolution of the board of directors; if it is harmful to the major circumstances of the Association, it may be subject to the resolution of General Assembly to decide to delisting membership.

Article 9
A member has one of the following circumstances shall not keep the membership:
(1) Those who have lost their membership qualifications.
(2) Those who have been delisted by the resolutions of the General Assembly.

Article 10
Members may withdraw from the Association in writing and by reason.

Article 11
All fees paid by a member after the delisting membership or withdrawal will not be
refunded.

Article 12
Individual members shall have the right, to vote, to be elected and to remove,
and the rights of representatives of group members shall be the same as those of
individual members.

Article 13
Members have the obligation to abide by the charter of the Association, the resolutions of the General Assembly and pay their dues.

Chapter III Organization and Authority

Article 14
The General Assembly shall be the highest authority, and the board of directors shall act on its behalf during the period when the General Assembly is not in session.

Article 15
The functions and rights of the General Assembly are as follows:
(1)Set and amend the charter.
(2)Elect or remove the board of directors and the board of supervisors.
(3)The amount and method of admission fee , annual and permanent membership fee and member contributions.
(4)Resolve of the annual business plan/report and annual budget/the statement of financial accounts.
(5) Resolve the member's delisting.
(6)Resolve the disposal of property.
(7)The dissolution of the Association.
(8)A resolution of other significant matters related to the rights and obligations of the member.

Article 16
(1)The Association shall have fifteen directors and five supervisors elected
by the members, and the board of directors and the board of supervisors shall be
established respectively.
(2)When electing the former directors and supervisors, five alternate directors will be elected, and one alternate supervisor will be elected respectively. When the directors and supervisors are vacant, they will be replenished in order to make up the remaining term of the original.
(3)The above elections may be handled by means of communication elections.

Article 17
The functions and rights of the board of directors are as follows:
(1) Resolve the convening of the General Assembly meeting.
(2) Qualification of the member.
(3) Elect or remove the executive director or chairman of the board.
(4) Resolve the resignation of the director, executive director or chairman of the board.
(5) Hire and dismiss staff
(6) Formulate annual business plans, reports, budgets, and the statement of financial accounts.
(7) Other matters to be implemented.

Article 18
(1)The board of directors shall have five executive directors, which shall be elected
by the directors, and the director shall elect one of the executive directors as the chairman of the board.
(2) The chairman of the board is responsible for the general affairs , and represents the Association externally, and serves as the meeting chairman of the General Assembly and the board of directors. It is subject to the discretion of chairman of the board to appoint vice chairman to assist the chairman and it will become effective from the fifth session.
(3) In order to thank and renew the expertise of the outgoing chairman of the board and the outstanding contributors of the Association, they may be appointed as the honorary chairman or honorary director.

Article 19
The functions and rights of the board of supervisors are as follows:
(1) Monitor the implementation of the work of the Association.
(2) Review the statement of financial accounts.
(3) Elect or remove the executive supervisors
(4) Resolve the resignation of the supervisors or executive supervisor
(5) Other matters to be monitored

Article 20
The board of supervisors shall place one executive supervisor, and elect each other, supervise daily affairs, and serve as the chairman of the board of supervisors.

Article 21
The term of office of the directors and supervisors shall be two years, and they
shall be re-elected. The re-election of the chairman of the board shall be limited to one time. The term of office of the directors and supervisors shall be counted from the date of the first meeting of the board of the directors and supervisors.

Article 22
Directors and supervisors both are non-paid position.

Article 23
Any directors and supervisors who has one of the following circumstances shall be dismissed as:
(1) Those who have lost membership qualification.
(2) Those whose resignation is approved by the board of directors or the board of
Supervisors.
(3) Those who have been dismissed or withdrawn.
(4) Reach one-half of the term of service during the period of suspension of rights.

Article 24
This Association shall appoint a secretary general, and shall be nominated by the
chairman of the board and approved by the board of directors. The secretary general promotes the Association under the direction of the chairman of the board.
After being appointed, then submit the appointment to the competent authority for recordation. When dismissed shall follow the same procedure.

Article 25
The Association may, depending on the needs, appoint deputy secretary general,
secretary, officer and other staff members. They are all nominated by secretary general and approved by the chairman of the board. Then submit the appointment to the board of directors for recordation. When dismissed shall follow the same procedure. But the board of directors and supervisors may not concurrently serve as the staff members.

Article 26
In order to develop business in the Association, various committees may be set
up. The chairman of each committee shall be nominated by the chairman of the board and approved by the board of directors.

Chapter IV Meetings
Article 27
The General Assembly meeting, divided into two: regular meetings and interim meetings, shall be convened by the chairman of the board and shall be notified in writing at least fifteen days before the meeting. Regular meetings are held once
a year; interim meetings are deemed necessary by the board of directors, or upon request by one-fifth of the members, or the board of supervisors will call them at the time of the call.

Article 28
When a member cannot attend the General Assembly meeting in person, he or she may entrust other members to act in writing, and each member shall be limited to one agent.

Article 29
The resolutions of the General Assembly shall be attended by more than half of
the members and more than half of the attendees, but the resolutions of the following matters shall be agreed by more than two-thirds of the attendance.
(1) The establishment and amendment of the articles of the Association.
(2) Delisting of members.
(3) Dismissal of directors and supervisors.
(4) Property disposal.
(5) Dissolution of the Association.
(6) Other major matters related to the rights and obligations of the members.

Article 30
The board of directors shall convene once every three months, and the board of
supervisors shall convene once every three months. If necessary, a joint meeting or an interim meeting may be held. In addition to the interim meeting, the meeting of the preceding paragraph shall be notified in writing seven days in advance. The resolutions of the meeting were attended by more than half of the directors and supervisors, and more than half or more of the attendees agreed.

Article 31
The directors and supervisors shall attend the meeting of the board of directors and the board of supervisors and shall not entrust others to act as agents; for the second consecutive absence without reasons, they shall be resigned for the alternate directors and alternate supervisors.

Article 32
The Association shall, before the convening of the General Assembly fifteen
days ago, or convene the board of directors and the board of supervisors seven days ago, submit the type, time and place of the meeting together with the agenda letter to the competent authority and the competent authority of the target business for recordation. The minutes of the meeting shall be submitted to the competent authority for recordation within one month after the meeting.

Chapter V Funding and Accounting
Article 33
The sources of funding for the Association are as follows:
(1) Admission fee: Individual members and sponsored members should pay NTD 1,000 at a time when they join the Association.
When a group member joins the Association, he/she should pay NTD 2,000 at a time.
(2) Annual membership fee: NTD 2,000 for individual members or sponsored members. NTD 10,000 for Group members. Permanent individual member or sponsor member NTD 10,000.Permanent group member NTD 100,000.
(3) Business expenses
(4) Member contributions
(5) Entrusted income
(6) Fund and its yields
(7) Other income

Article 34
The fiscal year of the Association shall be from January 1st to December 31st
of each year.

Article 35
(1) The Association prepares a report of annual budget (the statement of financial accounts) every year, within two months before (after) the end of each year, after review by the board of directors, it is submitted to the General Assembly for approval and reported to the competent authority for recordation.
(2) If It cannot be convened in time, should be submitted to the competent authority, and reported to the General Assembly for ratification, but the report should be sent to the board of supervisors for review, and the results of the review will be reported to the General Assembly.

Article 36
Should the Association be dissolved, its any remaining property shall belong to a local autonomous organization in which place the Association is located or any organization or community appointed by competent authority.

Chapter VI Supplementary Provisions

Article 37
Any matters not specified in the Association Charter shall be carried out in
accordance with the relevant laws and regulations enacted by competent authority.

Article 38
The Charter of Association and any amendment hereof shall be adopted by the
General Assembly and submitted to competent authority for recordation before
being implemented.

Article 39
Regarding the establishment and any amendment hereof, the convening of the General Assembly date, month, year and session, and the recordation of the competent authority shall be kept as follows:
(1) The Charter of Association was adopted by the first session of General Assembly held on Nov. 26, 1994.
The approval letter from the Hsinchu City Government Office, No. 63109.
(2)The first amendment was adopted by the second session of General Assembly held on Nov. 15, 1997.
(3) The second amendment was adopted by the second session of General Assembly held on Dec. 17, 2000.
(4) The third amendment was adopted by the second session of General Assembly held on Dec. 22, 2001.
(5) The fourth amendment was adopted by the second session of General Assembly held on Dec. 13, 2003.
(6) The fifth amendment was adopted by the second session of General Assembly held on Nov. 26, 2004.
(7)The sixth amendment was adopted by the second session of General Assembly held on Nov. 26, 2005.
(8)The seventh amendment was adopted by the second session of General Assembly held on Nov. 21, 2009.
The approval letter from the Hsinchu City Government Office, No. 0990078032.
(9)The eighth amendment was adopted by the second session of General Assembly held on Dec. 04, 2015.
The approval letter from the Hsinchu City Government Office, No.1040196487.