Healthcare System Consortium Articles of Incorporation

內政部110年6月台內團字第1100280951號函准予備查

Chapter I General Provisions

Article 1	The name of the association is Healthcare System Consortium (hereinafter referred to as the association).
Article 2	The Association is a legally established non-profit social organization with the purpose of improving the quality of healthcare and promoting intelligence in the healthcare system.
Article 3	The objectives of the Association are to cooperate with medical professionals and organizations and to promote and implement the following in accordance with relevant laws and regulations 1.  To employ consortium members to provide a multi-faceted interaction between industry, government, academia, research, and medicine so that technology can be upgraded and services can be innovated and developed. 2.  To promote cooperation and internationalization in the development of medical-related and Biotechnology and Pharmaceutical Industries. 3.  To provide platform resources to assist the government in formulating relevant policies. 4.  To promote cooperation between industry, academia, and training, and to assist in the training of academics and the integration of the professional needs of the industry. 5.  Other matters in accordance with the objectives of the Association.
Article 4	The Association’s competent authority is the internal department. The purpose of the association shall be guided and supervised by the regulating authorities of specific businesses.
Article 5	The association shall be organized in accordance with the National Jurisdiction of the Republic of China.
Article 6	The Association shall be located in the same city as the office of the competent authority. Branch offices may be set up with the competent authority’s approval. The regulations and organization of branch offices are formulated by the Board of Directors and implemented with the competent authority’s approval. The registration and changes of the addresses of the Healthcare System Consortium and its branch offices shall be reported to the competent authority.

Chapter II: Members, Directors, and Supervisors

Article 7	The membership and membership fees of the Association are categorized as follows: Individual membership: Individuals who endorse the objectives of the Association, are at least twenty years of age and promote the development of medical-related industries and other related affairs. You will become an individual member after applying for membership, getting approval from the board of directors, and paying the membership fee. The membership fee is NTD$1,000, payable at the time of membership, and the annual membership fee is NTD$2,000. The annual membership fee is NT$1,000, payable at the time of membership, and the annual membership fee is NT$2,000. A 30% discount on annual membership fees is offered to those who pay for three years at once. Corporate member: Public or private institutions or corporate that endorse the objectives of the Association will become corporate members after applying for membership, getting approval from the board of directors, and paying the membership fee. Corporate members are divided into two types of membership: industry members and medical members. A 30% discount on annual membership fees is offered to those who pay for three years at once. The following table shows the classification criteria for corporate members: (Industry) Level Capital(NTD$ in Million) Annual Membership Fees(month) Annual Membership Fees(year) A Admission Fees B Total (A+B) # of Member Representatives should be assigned A 10,000 or more NTD$ 2,500 NTD$ 30,000 NTD$ 3,000 NTD$ 33,000 5 people B 4,000 or more NTD$ 2,000 NTD$ 24,000 NTD$ 3,000 NTD$ 27,000 4 people C 500 or more NTD$ 1,500 NTD$ 18,000 NTD$ 3,000 NTD$ 21,000 3 people D 500 or less NTD$ 1,000 NTD$ 12,000 NTD$ 3,000 NTD$ 15,000 2 people   (Industry) Level Types Annual Membership Fees(year) A Admission Fees B Total (A+B) # of Member Representatives should be assigned A Medical center NTD$ 50,000 NTD$ 3,000 NTD$ 53,000 5 people B Regional Hospital NTD$ 30,000 NTD$ 3,000 NTD$ 33,000 4 people C District Hospital NTD$ 20,000 NTD$ 3,000 NTD$ 23,000 3 people D Primary Care Hospital or Other NTD$ 10,000 NTD$ 3,000 NTD$ 13,000 2 people Lifetime member: Individual and corporate members of the Association shall become lifetime members by paying 10-year annual membership fees with the admission fees. Student member: Undergraduates and postgraduates students who endorse the objectives of the Association are at least twenty years of age. You will become a student member after applying for membership, getting approval from the board of directors, and paying the membership fee. The membership fee is NT$300, payable at the time of membership; the annual membership fee is NT$500, and a 30% discount is given to those who pay the annual membership fee for three years at once. Sponsor member: Individuals or organizations outside of the related industries that endorse the objectives of the Association, upon approval by the Board of Directors, shall become sponsor members and are not required to pay membership fees. Sponsor membership rights exclude the rights to vote, to elect, to be elected, and to dismiss. Their membership rights are entitled to general membership services and participation in related activities of the Association. Honorary member: Those who endorse the objectives of the Association and have made outstanding contributions to the development of the medical-related industry or its related affairs may become honorary members of the Association upon the approval of the Board of Directors.
Article 8	A member (member representative) has the right to vote, elect, be elected, and recall. Each member (member representative) has one and only one vote. A student member, sponsor member, and an honorary member does not have the preceding right.
Article 9	The tenure of the association of directors and supervisors shall be two years.
Article 10	The Association shall have twenty-five directors (including eight Executive Directors, one of whom is the president and three vice presidents) and five alternate directors. The Board of Directors shall elect among themselves Executive Directors and elect one President. The Vice President shall be appointed by the President from among Executive Directors.
Article 11	The Association shall elect five Supervisors (one of whom is the Executive Supervisors) and one Alternate Supervisor. The Board of Supervisors shall elect among themselves an Executive Supervisor to supervise daily affairs and preside at the Board of Supervisors Meetings.
Article 12	Each member is obligated to abide by the Articles and resolutions herein and to pay membership fees. The membership of members who fail to pay their dues shall not be entitled to any rights or privileges of membership. For members who have not paid membership fees for two consecutive years shall be deemed to have automatically withdrawn. Members who have been disaffiliated, withdrawn, or suspended from membership, and intend to apply for reinstatement or restoration of membership, he/ she shall pay off the outstanding membership fees, except for those who have been approved by the Board of Directors for justifiable reasons.
Article 13	In the event a member (Member representative) violates the law, the Articles herein, or the resolutions enacted by the Convention of Members, the Board of Directors may issue a warning or suspend that member’s membership. In the event of a gross violation thus causing serious damage to the association, the Convention of Members may vote to expel that member.
Article 14	In any of the following circumstances, the member shall be disaffiliated: 1. Death. 2. The qualification of membership is deprived. 3. The member is expelled by the resolution of Association of Members (and Member representatives).
Article 15	The member may declare in writing to the association that he or she has resigned from the association.

Chapter III Organization and Authority

Article 16	The Association regards the Convention of Members as the highest authority. When the number of members (member representatives) exceeds three hundred, the member shall be selected in proportion to the region. The Association of Members (Member representatives) shall be held afterward to exercise its authority. The term for member representatives is the same as the directors and supervisors. The number of representatives and relevant regulations shall be established by the Board of Directors and shall submit to the board of directors after reporting to the competent authority.
Article 17	The functions and authorities of the Association of Members (and Member representatives) shall be as follows: 1. Formulation and amendment of the Articles herein. 2. The election or recall of a director and supervisor. 3. The amount and the method of admission fees, annual membership fees, the fund for public undertakings, and donations from the members. 4. The annual work plan, budget, work report, and final account. 5. Dismissal of a member (member representative). 6. Disposal of properties 7. Dissolution of the association. 8. Important material matters related to the rights and obligations of the members. The scope of the important material matters listed in subsection 8 shall be determined by the Board of Directors.
Article 18	The director and supervisor of the association are elected by the member (member representative), and the Board of Directors and the Board of Supervisors shall be established respectively. An Alternate director and alternate supervisor shall be elected in accordance with the number of votes received during the election for director and supervisor. Alternate director and alternate supervisor shall assume the position in the event of a vacancy of a director and supervisor; priority shall be given in accordance with the number of votes received from high to low. The election of director and executive director may be held by way of postal voting. Regarding the postal voting regulation shall submit to the board of directors for adoption and report to the regulating authority for reference prior to implementation.
Article 19	The director shall manage all internal affairs, act as a representative of the Association, and serve as the chairperson of the Convention of Members and the Board of Directors. In the event of the inability of the director to exercise his/ her responsibilities and duties, he/ she shall appoint one Vice President to act on his/ her behalf. Executive Directors shall recommend among themselves one person to act on the Vice President’s behalf if the appointment has not or cannot be made. A by-election shall be hosted within a month in the event of a vacancy in the board of the director or executive director.
Article 20	The functions and authorities of the Board of Directors shall be as follows: 1. To review and approve the qualification of members (member representatives). 2. To elect or recall the executive director and president. 3. To decide the resignation of the director, executive director, vice president, and president. 4. To employ and dismiss staff. 5. To draw up the annual work plan, budget, work report, and final account. 6. To propose a referential list of directors and supervisors for the election of the next session. 7. Other necessary executive matters.
Article 21	In the event of the inability of the Executive Supervisor to exercise his/ her responsibilities and duties, he/ she shall appoint one supervisor to act on his/ her behalf. The supervisor shall recommend among themselves one person to act on the Executive supervisor’s behalf if an appointment has not or cannot be made. A by-election shall be hosted within a month in the event of a vacancy in the president of the board of the supervisor (executive supervisor).
Article 22	The functions and authorities of the Board of Supervisors shall be as follows: 1. To supervise the implementation of works by the Board of Directors. 2. To review the annual final account. 3. To elect or recall Executive Supervisors. 4. To decide the resignation of supervisors and Executive Supervisors. 5. To supervise such other matters as deemed relevant.
Article 23	Directors and supervisors are unpaid positions and eligible for re-election. Re-election of the president shall be limited to once. The tenure of the director and supervisor shall start on the date of the first Board of Directors Meeting of the current session.
Article 24	A director or supervisor who meets any of the following conditions shall be relieved from the position immediately: 1. Deprived of membership (member representative). 2. Resigned due to certain reasons and approved by the board of directors or the board of supervisors. 3. Dismissed or removed. 4. Suspended from the rights for a term of longer than a half of the tenure.
Article 25	The Association shall have one Secretary-General to be in charge of the association’s affairs under the direction of the President. The employment and dismissal of other staff of the association shall be proposed by the President and approved by the Board of Directors, as well as reported to the competent authority for future inspection. The director or supervisor shall not take up any of the aforementioned posts of the association. The staff’s responsibilities and duties are determined by the Board of Directors.
Article 26	The Association may establish various committees, task forces, or other internal organizations; their bylaws shall be first submitted to the Board of Directors for approval and then executed, which is also applied to the amendment.
Article 27	The Association may appoint one Honorary President, a certain number of Honorary Directors and Honorary consultants, whose tenure is the same as that of the directors and supervisors in the current session.

Chapter IV Meetings

Article 28	The Convention of Member (Member representative) is divided into two types: Regular meetings and Temporary meetings, and both shall be convened by the director.To call a meeting, a notice shall be given to the members fifteen days in advance. However, this is not applicable where a Temporary meeting is called due to emergency. Regular meetings shall be organized once every year. Temporary meetings can be called whenever the Board of Directors deems necessary, or upon the request of over one-fifth of the members (member representatives) or upon a written request issued by the Board of Supervisors. The meeting notice should specify the type of the meeting, time, place and agenda. After the association established the juridical person, the threshold for holding a Temporary meeting shall be more than one-tenth of the members.
Article 29	If a member (member representative) is unable to attend the Convention of Member in person, he/ she may designate other member to act on his/ her behalf via written proxy. However, each member may carry no more than one proxy.
Article 30	The resolution of the Convention of Members (and Member representatives) shall be adopted by concurrence of a majority of the votes in a meeting attended by attendees representing over one-half of all members. However, at least two-thirds of the attendees have to consent when adopting a resolution concerning the following matters: 1. Formulation and amendment of the Articles herein. 2. Dismissal of a member (member representative). 3. Recall of a director or supervisor. 4. Disposal of properties. 5. Dissolution of the Association. 6. Other important material matters related to the rights and obligations of members. After the association is registered as a legal entity, the amendment of the Articles herein shall be adopted by a concurrence of a majority of the votes by more than three-fourths of the attendees, or two-thirds of all members via written proxy. The dissolution of the association may be adopted at any time with a majority of the votes by more than two-thirds of all members.
Article 31	The Board of Director Meeting and the Board of Supervisors Meeting shall hold a meeting at least every six months; a joint or temporary meeting may be convened when necessary. For all preceding meetings except for temporary meetings shall be given in seven days prior to the meetings. The resolution of the meetings shall be adopted by concurrence of a majority of the votes in a meeting attended by attendees representing over one-half of them.
Article 32	A director shall attend the Board of Director Meeting and the supervisor shall attend the Board of Supervisors Meeting and may not entrust others to represent his/ her behalf. The Board of Director’s meeting, Board of Supervisor’s meeting, and Joint Board of Director and Supervisor’s meeting can be held by means of visual communication network. The director and supervisor taking part in such a visual communication meeting shall be deemed to have attended the meeting in person. However, the means of visual communication network shall not be used for matters related to election, by-election, dismissal, or setting organizational regulations. A director or supervisor who is absents from the board of directors and board of supervisor meetings without due reason for two consecutive times will be regarded as resigning.

Chapter V Funding and Accounting

Article 33	The funding sources of the Association are as follows: 1. Admission fees 2. Annual membership fees 3. Funds for public undertakings 4. Donations from the members 5. Entrusted incomes 6. Fund and its interests 7. Other incomes
Article 34	The fiscal year of the Association shall be determined by the calendar year, and shall commence from the first (1st) day of January and terminate on the thirty-first (31st) day of December each year. Two months prior to the beginning of a fiscal year, the Board of Directors shall have next year’s annual operation plan, budget sheet, and employees’ payroll ready to be submitted to the General Assembly for approval (In situations where the General Assembly is not held as scheduled, the documents shall be submitted to the Joint Board of Directors and Supervisors for approval.) The documents shall be submitted to the competent authority before the beginning of a new fiscal year. Within two months following the end of a fiscal year, the Board of Directors shall prepare an annual operation report, an income and expenditure statement, a cash flow statement, a balance sheet, a property inventory list, and a fund statement and submit the documents to the Board of Supervisors for review. The Board of Supervisors shall return the comments to the Board of Directors. The documents shall be presented to the General Assembly for adoption and then be submitted to the competent authority for future inspection (In case the General Assembly is not held as scheduled, the documents shall be approved by the Joint Board of Directors and Supervisors and then submitted to the competent authority.)
Article 35	For dissolution of the Association, the remaining properties shall be attributed to the local governance organization or the organization appointed by a competent authority. For the liquidation procedure in the dissolution of the association, if legal person registration has been conducted, unless otherwise prescribed by law, it shall be handled pursuant to the provision of the Civil Act; if legal person registration has not been conducted, it shall be handled pursuant to the regulation of resolution of member (member representative) meeting; if the regulation has not prescribed or the member (member representative) meeting cannot be convened, the competent authority may elect and assign liquidator for handling pursuant to liquidation provisions in Civil Act.

Chapter VI Supplementary Provisions

Article 36	With regard to matters not mentioned herein, the related laws and regulations shall govern.
Article 37	The Articles herein shall be effective after being adopted by the Convention of Members (and Member representatives) and approved for recording by the competent authority, which is also applied to the amendment.
Article 38	The Articles of the Association were passed by the first meeting of the first term Convention of Member held on October 16, 2021.