BY-LAW

台商會組織結構圖之職務說明:

最高機構會員大會:由所有台商會之會員構成,選舉推薦之會務推廣候選人

理事會:推廣台商會之會務,構成人員分析如下 

BY-LAW

By-Law

TAIWAN ENTREPRENEURS SOCIETY PAIPEI/TORONTO BE IT ENACTED

as a by-law of the Taiwan Entrepreneurs Society Taipei/Toronto (the “SOCIETY’) as follows:

1. Name

The English name of the Society is Taiwan Entrepreneurs society Taipei/Toronto, or TEST in short.

 

2. Head Office

The head office of the Society shall be in the municipality of Metropolitan Toronto or a nearby city or town.

 

3. Objectives

To bring together people from Taiwan with an ambition to engage in a business enterprise in Ontario; to join the force and intelligence of the group; to unite and to assist one another; to promote friendship; and to develop trade and commerce.

 

4. Service Categories

1) Strengthening of contacts among members of the Society.

2) Promotion of cooperation between members of the Society and Canadian business enterprises.

3) Expansion and development of trading opportunities between members of the Society and nations of the world.

4) Providing assistance to members of the Society in solving their business problems.

 

5. Qualification of Members

1) Regular Members

  • Any person who originates from Taiwan and is engaged in or who intends to engage in a business enterprise in Ontario may apply to become an Individual Member.

  • Any firm, corporation or organization which originates from Taiwan which has a business address in the                  Province of Ontario may apply to become an Enterprise Member.

2) Supporting Members

  • Any Canadian entrepreneur who does not have the qualifications set out in subparagraph (1)(a), but who acknowledges agreement with this by-law, may, upon the recommendation from a member, apply to become a Supporting Individual Member.

  • Any Canadian firm, corporation or organization which does not have the qualifications set out in subparagraph (1)(b), but which acknowledges agreement with this by-law, may, upon the recommendation from a member, apply to become a Supporting Enterprise Member.

 

6. Application for Admission to Membership

Every person, firm, corporation or organization who qualifies under Article 5 and who submits a “Membership Application Form”, may become a member of the society after a successful qualification review.

 

7. Membership Fees

Membership fees shall be divided into admission fee and annual membership fee.

1)  Members shall pay an admission fee upon admission to the society and shall pay an annual membership fee                    annually.

2) The amount of the admission fee and the annual membership fee shall be determined by the Board of Directors              before October 31 of each year, and shall come into effect on January 1st of the nest year.

3) All annual membership fees are calculated from January 1st to December 31st of that year and shall be paid before        the annual meeting of members of that year. Any member sho fails to pay the annual membership fee shall have his,      her or its membership rights suspended.

 

8. Donations

With the approval of the Joint Meeting of Directors and Supervisors, the society may accept donations from members or non-members.

 

9. Rights and Duties of Members

1) Members enjoy all the services and benefits provided by the Society.

2) Individual Members and representatives of Enterprise Members shall have the right to elect and the right to be                elected.

3) Enterprise Members shall in writing register with the Society up to Two representatives.

4) Members shall comply with the rules and by-laws of the society and the resolutions passed at meetings of members,      and maintain the good reputation of the Society.

5) Supporting Members shall have no right to elect and no right to be elected; but shall have all other rights enjoyed by      Regular Members.

 

10. Expulsion of Members 

1) Where a member damages the reputation or interests of the Society, the Board or Directors may report the incident       to the Board of Supervisors, and upon approval by the Board of Supervisors, the member shall be expelled;                     membership fees shall mot be refunded.

2) Voluntary withdrawal from the Society by a member is effective immediately after the Board of Directors receives            written notice of such withdrawal; membership fees shall mot be refunded.

 

11. Organization and official Duties

1) The meeting of members is the highest authority of the Society.

2) The meeting of members may award honorary titles to persons who have made special contributions to the Society.

3) The Society shall have one President to be in charge of the overall affairs of the Society, and to represent the                   Society in dealings with third parties. The President shall be elected at a meeting of members, and shall be deemed       to be a director. The term of the office of the President shall be one year, and the President may run for and be re-         elected for one consecutive term.

4) The Society shall have one Vice-President to assist the President in managing the affair of the Society, and to act as      deputy for the president when the office of the President is vacant. The Vice-President shall be elected at a meeting      of members, and shall be deemed to be a director. The term of office of the Vice-President is one year, and the              Vice-President may run for and be elected for one consecutive term.

5) The Society shall have a Board of Directors which to be responsible for making policy decisions regarding the affairs      of the Society.

6) The society shall have a Board of Supervisors to supervise the affairs of the society,

7) Exercise of the Right of Removal

  • The members may remove the President, the Vice-President, any director or supervisor at an extraordinary meeting of members.

  • A motion for removal shall require the votes of more than two-third of those in attendance at an extraordinary meeting of members in order to be validly passed.

  • Any vacancy created as a result of a motion for removal shall be filled by election at the same extraordinary meeting of members.

 

12. Meeting of Members

1) Annual Meeting of Members

  • Annual meeting of members shall be called by the President or the Board of Directors in June of each year. The place of the annual meetings of members shall be in the Province of Ontario. 

  • The Notice of annual meeting of members, along with the nature of the motions to be discussed at the meeting, shall be given to all members at lease one month before the date of the meeting.

  • Annual meetings of members shall be attended by at least one-third of the number of all members or at least sixty members, including those members represented by proxies.

  • All motions by the members shall be in writing and jointly sighed by at least five members, and submitted to the office of the Secretary at least fifteen days before the date of the meeting. The Board of Director shall include all motions received from the members in the meeting agenda, which agenda shall be delivered to all members at least seven days before the date of the meeting. At the meeting of members, the motions shall be discussed and voted upon in sequence according to their place on the agenda.

  • Extraordinary motions shall be in writing and jointly signed by at lease ten members, and submitted to the meeting to be discussed and voted upon.

  • In order for a motion to be validly passed, the number of votes in favour of the motion must be greater than the number of votes against the motion.

2) Extraordinary Meeting of Members

  • The President or the Board of Directors, upon receiving a written request jointly signed by at least one quarter of the number of all members or by at least five directors, shall call an extraordinary meeting of members.

  • The request to call extraordinary meeting of members shall clearly set out the reasons for calling the extraordinary meeting of members, and shall be personally sighed by all persons requesting such meeting, and shall be delivered to the office of the Secretary by registered mail or in person.

  • The Board of Directors, after receiving a valid written request to call an extraordinary meeting of members. Shall call an extraordinary meeting of members within twenty-one days; otherwise, the signatories of the request shall have the right to call an extraordinary meeting of members within sixty days.

  • Extraordinary meetings of members shall be attended by at least two-fifths of the muber of all members or at least sixty members.

3) Voting Rules

  • Each Individual Member shall be entitled to one vote. Any individual Member shall be entitled to one vote. Any Individual Member who is unable to attend a meeting of members may vote by written proxy. The number of votes by proxies at a meeting of members shall mot exceed one-half of the number of members in attendance.

  • Each Enterprise Member shall be entitled to two votes. Where an Enterprise Member is represented by two persons at a meeting of members, each representative shall be entitled to one vote. Where an Enterprise Member is represented by one person, the representative shall be entitled to two votes.

  • A proxy shall be in writing and shall be executed by the appointing member.

 

13. Board of Directors

1) The Board of Directors shall consist of nine directors elected at a meeting of members, plus the President and Vice-        President.

2) The President and the Vice-President shall be the Chairman of the Board and the Vice-Chairman of the Board,                 respectively.

3) The directors’ term of office shall be for two years. On odd-numbered year, an election shall be held for five                     positions to the Board of Directors. On even-numbered years, an election shall be held for four positions.

4) A meeting of the Board of Directors shall be held at least once in ever quarter.  Upon a request by the President or        by three directors, an extraordinary meeting of the Board of Directors shall be called. The attendance at each                  meeting of the Board of Directors shall be at least five directors, not including the President and Vice- President.

5) Notice of meetings of the Board of Directors shall be given to each director at least seven days before the date of          the meeting, Notice of extraordinary meetings of the Board of Directors shall be given to each director at least two        days before the date of the meeting.

6) A director who is unable to attend any meeting of the board of Directors may entrust a substitute director to attend        and to participate in the discussion and voting of that meeting.

7) The Board of Directors shall be responsible for the working schedule and the budget of the Society.

8) The Board of Directors may establish an office of the Secretary, whose structure and authority shall be assigned by         the Board of Directors.

9) A vacancy on the Board of Directors shall be filled by a substitute director, whose term shall expire at the next                meeting of members.

(10) The Board of Directors may employ one Honourary President and several advisors, all for a term of one year.

 

14. Board of Supervisors​

1) The Board of Supervisors shall consist of five supervisors elected at a meeting of members.

2) The supervisors' term of office shall be for two years. On odd-numbered years, an election shall be held for three            positions to the Board of Directors. On even-numbered years, an election shall be held for two positions.

3) Meetings of the Board of Supervisors shall be held at the same time as meetings of the Board of Directors. Upon a        request by the President or by two supervisors, an extraordinary meeting of the Board of Supervisors shall be called.      The attendance at each meeting of the Board of Supervisors shall be at least three supervisors.

4) Notice of meetings of the Board of Supervisors shall be given to each supervisor at least seven days before the date      of the meeting. Notice of extraordinary meetings of the Board of Supervisors shall be given to each supervisor at            least two days before the date of the meeting.

5) A supervisor who is unable to attend any meeting of the Board of Supervisors may entrust a substitute supervisor to      attend and to participate in the discussion and voting of that meeting.

6) A vacancy on the Board of Supervisors shall be filled by a substitute supervisor whose term shall expire at the next        meeting of members.

 

15. Business of the Society, Rules of Meetings, and Joint Meeting of Directors and Supvisors​

1) Any matter not dealt with in this by-law, such as development and expansion of the business of the Society, and              rules necessary for conducting meetings, shall be decided by the Joint Meeting of Directors and Supervisors.

2) The Joint Meeting of Directors and Supervisors shall be called by the President or by three directors and two                  supervisors, and must be attended by at least five directors and three supervisors.

3) Any motion at a Joint Meeting of Directors and Supervisors shall require the approval of a majority of the directors          and supervisors in attendance in order to be validly passed.

4) Notice of Joint Meetings of Directors and Supervisors shall be given to each director and supervisor at least ten              days before the date of the meeting.

 

16. Finance and Audit​

1) The financial year of the Society shall be from January 1st to December 31st of each year.

2) The President, the Vice-President, and the directors and supervisors shall receive no remuneration for acting as              such.

3) No person may borrow money on the credit of the Society without the approval of the meeting of members.

4) An auditor shall be appointed at each annual meeting of members to be  responsible for auditing the financial                statements of the Society.

5) Where a vacancy is created with respect to the office of the auditor, the board of  Directors shall may appoint a              replacement auditor.

 

17. Amendments to By-Laws​

1)  Any amendment to this by-law shall follow the procedures set out in clause Article 12, subclause(1)of this by-law.

2) Any amendment to this by-law shall require the approval by two-thirds of the members in attendance at the meeting      of members.

3) Any amendment to this by-law passed at a meeting of members shall come into effect after the conclusion of that          meeting of members.

 

18. Enforcement of By-Law​

1) This by-law was enacted at the first annual meeting of members held in June 1993. 

2) The amendments to this by-law were enacted at the second annual meeting members held in June, 1994.

3) Any matter not specified in this by-law shall be dealt with in such a way that is  not contrary to the laws of Canada.

885 Progress Ave, Unit 213,

Scarborough, Ontario M1H 3G3

PHONE: (416) 439 - 9778

FAX:       (416) 439 - 9515

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