Aggregate Corporation Taiwan Association Against Depression Charter

Chapter 1 General Provisions

• • Article 1 T

his association is named the Taiwan Association Against Depression (hereinafter referred to as ‘the association’)

• • Article 2 

The association is a non-profit social organization established according to law. Its purpose is as follows: to promote the prevention and treatment of mental health diseases in Taiwan as well as developing research on mental health, connect members together, and to liaise with mental health disease prevention organizations around the world.

• • Article 3 

The association’s operational region is the national administrative region.

• • Article 4 

The association is located in areas where relevant authorities are located, and to establish branches upon approval by relevant authorities.The brief organizational rules for the established branches as mentioned in the preceding paragraph shall be drafted by the board of directors and submitted to relevant authorities for approval before implementation.The address of the association and its branch offices shall also be reported to the relevant authorities for approval when being established or changed.

• • Article 5 

The goals of the association are as follows:

1. Promote mental health initiatives and research related to the prevention and treatment of depression.

2. Organize training and educational courses regarding the prevention and treatment of depression.

3. Publish journals and periodicals on the topic of mental health.

4. Participate in international initiatives related to the prevention and treatment of depression.

5. Accept the entrustment of relevant institutions to handle matters pertaining to the prevention and treatment of depression.

6. Also administer other prevention and treatment work related to mental health issues.

• Article 6 

The relevant authority of the association is the Ministry of Domestic Affairs. The association, as stipulated by the articles of the association, is authorized by the Department of Health. The association shall be subject to the guidance and supervision of the relevant authorities.

Chapter 2 Membership

• Article 7

1. The applicant qualifications needed for membership of the association are as follows:

2. Individual members: Those who agree with the purpose of the association, has to be at least 20 years of age, and are engaged in services related to depression prevention and mental health education; medical professionals, psychological counselors, health educators, and social workers are included.

3. Honorary members: Those who have made special or remarkable contributions to either the development of the association or the field of depression prevention and treatment shall be nominated by the board of directors and approved by the members committee.

4. Organizational members: Organizations who agree with the purpose of the association.

Sponsoring individuals and organizations: Individuals or organizations who agree with the purpose of the association and make substantial contributions to the operation of the association.To apply, an application form should be filled in, approved by the council, and a membership fee must be paid.

• Article 8  

Individual and organization members (member representatives) have the right to vote, the right to election, and the right to recall. Each member (member representatives) has one voting right.

• Article 9

Members have the obligation and duty to abide by the charters and resolutions of the association, and to pay dues of the association.

• Article 10

When a member (member representatives) violates laws or regulations and does not abide by the resolutions of the members committee, this member may be given a warning or suspension of authority as seen fit by the board of Directors. If the circumstances of the damage caused by the member is serious, the resolution of the members committee (member representatives) may remove this member. Those who have not paid membership dues for two consecutive years will be regarded as inactive and will have their membership rights suspended. If a former member wishes to apply for reinstatement, the two-year membership fee (including the current year) must be paid to resume membership.

• Article 11

A member who loses their qualifications or is removed from membership by the members committee shall be deemed as outside of the association.

• Article 12

Members may declare their withdrawal from the association by stating their reasons through writing. 

Chapter 3 Organization and Authority

• Article 13　

The highest authority of this association is the general assembly of its members. When the number of members exceeds three hundred, members may be elected as representatives in proportion to the respective regions, and a member representative assembly may be convened to exercise the authority of the general assembly. The term of office for member representatives is three years, and the number of representatives and the method of election shall be formulated by the board of directors, and submitted to the competent authority for approval before implementation.

• Article 14　

The authority of the general assembly of members is as follows:

• 1. 1. Establishing and amending the articles of association.

     2. Electing and dismissing directors and supervisors.

     3. Deciding on the methods and amount of membership fees, annual fees, business fees, and member donations.

     4. Deciding on the annual work plan, report, budget, and final accounts.

     5. Deciding on the disciplinary action of members (member representatives).

     6. Deciding on the disposition of assets.

     7. Deciding on the dissolution of this association.

     8. Deciding on other major matters related to member rights and obligations. The scope of the major matters in the preceding clauses shall be determined by the board of directors.

• Article 15　

The association appoints fifteen directors and five supervisors total, who are elected by the members (member representatives) to form the board of directors and board of supervisors. Before the election of directors and supervisors, five alternate directors and one alternate supervisor may also be selected based on the vote count. If a director or supervisor vacancy occurs, the alternate will fill the position in sequence. The current board of directors may also propose a list of candidates for the next term's directors and supervisors. Communication-based elections may be used for the directors and supervisors, but they cannot be conducted consecutively. The methods for communication-based elections must be approved by the Board of Directors and submitted to the competent authority for approval.

• Article 16　

The powers and responsibilities of the Board of Directors are as follows:

• 1. 1. To approve the qualifications of members (or member representatives).

     2. To conduct the election and removal of executive directors and the chairman of the board.

     3. To decide on the resignation of directors, executive directors, and the chairman of the board.

     4. To appoint and dismiss employees.

     5. To draft annual work plans, reports, budgets, and final accounts.

     6. To execute other matters that should be carried out.

• Article 17　

The board of directors shall appoint five executive directors among themselves by mutual election. The board of directors shall also elect one of the executive directors as the chairman of the board. The chairman of the board shall supervise the affairs of the association internally and represent the association externally. The chairman of the board will also serve as the chairperson of the general assembly and board of directors. In the event that the chairman of the board cannot perform his/her duties due to circumstances, he/she shall designate one of the executive directors to act as his/her proxy. If no designation is made or not possible to designate someone, the executive directors shall elect one of themselves as the proxy. When the position of the chairman of the board or executive directors is vacant, it should be filled by election within one month.

• Article 18　

The powers and responsibilities of the board of supervisors are as follows:

• 1. 1. To supervise the execution of the work of the Board of Directors.

     2. To audit the annual final accounts.

     3. To conduct the election and removal of executive supervisors.

     4. To decide on the resignation of supervisors and executive supervisors.

     5. To supervise other matters that should be monitored.

• Article 19　

The board of supervisors shall appoint one executive supervisor from among themselves by mutual election. The executive supervisor shall monitor the daily affairs of the association and serve as the chairperson for the board of supervisors. If the executive supervisor cannot perform his/her duties due to circumstances, he/she shall designate one supervisor to act as his/her proxy. If no designation is made or not possible to designate one, the supervisors shall elect one of themselves as the proxy. When the position of the chairperson of the board of supervisors (executive supervisor) is vacant, it shall be filled by election within one month.

• Article 20　

The directors and supervisors shall not receive any remuneration for their positions and their term of office is three years. They may be re-elected continuously except for the director-general, which cannot be re-elected.

• Article 21　

If a director or supervisor meets any of the following conditions, he/she shall be dismissed immediately:

• 1. 1. Losing the qualification as a member (member representative).

     2. Resignation accepted by the resolution of the board of directors or the board of supervisors.

     3. Dismissed or removed from office.

     4. Failing to serve for more than half of the term of office during a period of suspension.

• Article 22　

The association shall appoint one Secretary General to handle the affairs of the association under the direction of the Chairman of the Board. Several other staff members shall be nominated by the Chairman of the Board and appointed by the Board of Directors after approval, and reported to the competent authority for reference. However, the dismissal of the Secretary General shall be reported to the competent authority for approval in advance. The aforementioned staff members shall not be appointed by elected officials. The rights and responsibilities of the staff members and their respective areas of responsibility shall be determined by the Board of Directors separately.

• Article 23　

The association may establish various committees, task forces, or other internal operational organizations. The organization and procedures of these groups shall be formulated by the Board of Directors and implemented after approval by the competent authority. Any changes to the organization or procedures must also be approved by the competent authority.

• Article 24　

The association may hire one honorary chairman, several honorary directors, and advisors appointed by the board of directors, and their term of appointment shall be the same as that of the directors and supervisors.

Chapter 4 Meetings

• Article 25　

The general meeting of members shall be divided into regular meetings and special meetings. The meetings shall be convened by the chairman of the board and should be notified in writing at least fifteen days in advance, except for emergency situations. The regular meeting shall be held once a year, and the special meeting shall be held when deemed necessary by the board of directors or when requested by more than one-fifth of the members (member representatives) or by the supervisory committee. After the registration of the association, the special meeting of members (member representatives) shall be convened when requested by more than one-tenth of the members (member representatives).

• Article 26　

Members (member representatives) who cannot attend the general meeting of members may appoint other members (member representatives) to act as their proxy in writing, with each member (member representative) limited to one proxy.

• Article 27　

The decision of the general meeting of members shall be made by a majority of the members (member representatives) present, and the resolution shall be executed with the agreement of the majority of those present. However, the adoption or amendment of the articles of association, the expulsion of members (member representatives), the dismissal of directors and supervisors, the disposition of property, the dissolution of the association, and other major matters related to the rights and obligations of members shall require the agreement of two-thirds of the members (member representatives) present. After the registration of the association, the amendment of the articles of association shall be made with the agreement of three-fourths of the members (member representatives) present or with the written agreement of two-thirds of all members. The dissolution of the association can be decided by a vote of three-fourths of all members at any time.

• Article 28　

The board of directors and the supervisory committee shall hold meetings at least once every six months and may hold joint meetings or special meetings if necessary. Except for special meetings, notification in writing should be given seven days before the meeting is convened. The resolutions of the meetings shall be made by a majority of the directors or supervisors present, and the resolution shall be executed with the agreement of the majority of those present.

• Article 29　

Directors should attend the board meetings, and supervisors should attend the supervisory committee meetings. The board of directors and the supervisory committee may not delegate attendance. The board and the supervisory committee meetings may be convened as video conferences, and directors or supervisors attending the conference shall be deemed to be present in person. However, video conferences may not be used for matters related to elections, by-elections, or dismissals. If a director or supervisor is absent from two consecutive board or supervisory committee meetings without a valid reason, he/she shall be deemed to have resigned.

Chapter Five: Funding and Accounting

• Article 30

 The association's funding sources are as follows:

1. Membership fee: NT$1,000 for individual members and NT$5,000 for group members. Are paid when members join.

2. Annual membership fee: NT$800 for individual members and NT$5,000 for group members.

3. Business expenses.

4. Member donations.

5. Entrusted income.

6. Funds and interest.

7. Other income.

• Article 31 

The Association's accounting year shall be based on the calendar year, starting from January 1st to December 31st of each year.

• Article 32 

Two months prior to the beginning of the accounting year, the council prepares the annual work plan, income and expenditure budget statement, and employee treatment statement, and submits it to the general meeting for approval (If the general meeting cannot be held as scheduled, it shall be presented to the supervisors first). Then, it shall be reported to the competent authority for approval before the beginning of the fiscal year. In addition, within two months after the end of the fiscal year, the board of directors shall prepare the annual work report, income and expenditure final account, cash cashier, balance sheet, property catalog and fund income and expenditure statement, and submit them to the board of supervisors for review, and then provide an audit opinion and send it back to the board of directors. The board of directors shall present to the general meeting for approval and report to the competent authority for approval before the end of March (if the general meeting fails to be held as scheduled, it shall be reported to the competent authority first).

• Article 33 

After the Association is dissolved, the remaining property shall belong to the local self-government group or the organization designated by the competent authority.

Chapter Six Supplementary Provisions

• Article 34 

Matters not stipulated in the Articles of Association shall be handled in accordance with relevant laws and regulations.

• Article 35 

The Articles of Association shall be implemented after being approved by the members (member representatives) of the general meeting and reported to the competent authority for approval. The same shall apply when it is changed.

• Article 36 

The Articles of Association were approved by the first general meeting of the Association on December 9, 1990, and reported to the Ministry of the Interior on March 8, 2001. Tainei She Zi No. 0910007673 for approval.