Articles of Association

Chapter 1 General Principles Article 1 The name of this association is the Taiwan Blockchain Enthusiasts Association (hereinafter "the Association"). Article 2 The Association is a lawfully established, non-profit social organization whose purpose is to gather people passionate about blockchain and to promote the development of Taiwan's blockchain industry. Article 3 The Association's organizational area covers the entire national administrative region. Article 4 The Association's office is located in the district of its competent authority, and branch offices may be established with the approval of the competent authority. The organizational rules of such branches shall be drafted by the Board of Directors and take effect upon approval by the competent authority. The addresses of the office and branches shall be reported to the competent authority for record upon establishment or change. Article 5 The Association's tasks are as follows: 1. Organizing and running the Blockchain Enthusiasts Annual Conference. 2. Arranging offline meetups and educational talks. 3. Industry policy research and advocacy. 4. Blockchain technology proof-of-concept and assessment reports. 5. Promoting cryptocurrency wallet user experience and information-security awareness. Article 6 The competent authority of the Association is the Ministry of the Interior. The Association's activities are subject to the guidance and supervision of the respective competent authorities. Chapter 2 Members Article 7 Members are of three kinds: Individual members: any person who supports the Association's purpose, is at least twenty years old, submits an application, is approved by the Board of Directors, and pays the membership fee. Group members: any institution, company, or organization that supports the Association's purpose, submits an application, is approved by the Board of Directors, and pays the membership fee; a group member appoints two representatives to exercise member rights. Honorary members: individuals with relevant academic experience who guide and assist the Association's development. Article 8 Members (member representatives) have the rights to vote, to elect, to be elected, and to recall. Each member (representative) has one vote, but honorary members do not have the foregoing rights. Article 9 Members have the duty to observe the Association's articles and resolutions and to pay membership fees. Members (representatives) who have not paid their fees may not exercise member rights. Article 10 Where a member (representative) violates laws, the articles, or fails to observe resolutions of the general meeting, the Board of Directors may resolve to issue a warning or suspend rights; in serious cases harming the organization, the general meeting may resolve to expel the member. Article 11 A member ceases membership in any of the following circumstances: 1. Loss of member qualification. 2. Expulsion by resolution of the general meeting. 3. Failure to pay fees for two consecutive years. Article 12 A member may withdraw by declaring so to the Association in writing, stating the reasons. Chapter 3 Organization and Authority Article 13 The general meeting of members is the Association's highest authority. When members (representatives) exceed three hundred, representatives may be elected in proportion by district to convene a representatives' meeting exercising the powers of the general meeting. Representatives serve a term of two years; their number and election method are drafted by the Board and take effect after being filed with the competent authority. Article 14 The powers of the general meeting are as follows: 1. To adopt and amend the articles. 2. To elect and recall directors and supervisors. 3. To resolve the amount and method of admission fees, annual fees, project fees, and member donations. 4. To resolve the annual work plan, report, budget, and final accounts. 5. To resolve the expulsion of members (representatives). 6. To resolve the disposal of property. 7. To resolve the dissolution of the Association. 8. To resolve other major matters concerning member rights and obligations. The scope of the major matters in item 8 is determined by the Board of Directors. Article 15 The Association has 15 directors and 3 supervisors, elected by members (representatives), forming the Board of Directors and the Board of Supervisors respectively. When electing the foregoing, one alternate director and one alternate supervisor may be elected according to the vote count, to fill vacancies in order. Article 16 The powers of the Board of Directors are as follows: 1. To review the qualifications of members (representatives). 2. To elect and recall managing directors and the chairperson. 3. To resolve the resignation of directors, managing directors, and the chairperson. 4. To appoint and dismiss staff. 5. To draft the annual work plan, report, budget, and final accounts. 6. Other matters to be carried out. Article 17 The Board has 3 managing directors elected among the directors, and one chairperson elected by the directors from among the managing directors. The chairperson oversees internal affairs, represents the Association externally, and chairs the general meeting and the Board. If the chairperson cannot perform duties, one managing director shall be designated to act; if none is designated or can be, the managing directors elect one among themselves. Vacancies of chairperson or managing director shall be filled within one month. Article 18 The powers of the Board of Supervisors are as follows: 1. To supervise the execution of the Board of Directors' work. 2. To audit the annual final accounts. 3. To elect and recall the managing supervisor. 4. To resolve the resignation of supervisors and the managing supervisor. 5. Other matters to be supervised. Article 19 The Board of Supervisors has one managing supervisor elected among the supervisors, who supervises daily affairs and chairs the Board of Supervisors. If the managing supervisor cannot perform duties, one supervisor shall be designated to act; if none is designated or can be, the supervisors elect one among themselves. A vacancy of the managing supervisor shall be filled within one month. Article 20 Directors and supervisors serve without pay for a term of four years and may be re-elected. The chairperson may be re-elected only once. Terms are counted from the date the first board meeting of the term is convened. Article 21 A director or supervisor shall be removed immediately in any of the following circumstances: 1. Loss of member (representative) qualification. 2. Resignation approved by resolution of the Board of Directors or Supervisors. 3. Recall or removal. 4. Suspension of rights for more than half the term. Article 22 The Association has one secretary-general who handles Association affairs under the chairperson's direction, and other staff nominated by the chairperson and appointed or dismissed with the Board's approval, reported to the competent authority. Such staff may not be held by directors or supervisors. The authority and division of responsibility of staff are separately prescribed by the Board. Article 23 The Association may establish various committees, groups, or other internal working bodies, whose rules take effect upon approval by the Board, with the same applying to changes. Article 24 The Association may, through the Board, appoint one honorary chairperson and a number of honorary directors and advisers, whose appointment period matches the term of directors and supervisors. Chapter 4 Meetings Article 25 General meetings of members (representatives) are of two kinds: regular and extraordinary, convened by the chairperson with 15 days' written notice except for emergency extraordinary meetings. A regular meeting is held once a year; an extraordinary meeting is held when the Board deems it necessary, upon request of one-fifth or more of members (representatives), or upon written request of the Board of Supervisors. After the Association completes juridical-person registration, an extraordinary meeting is held upon request of one-tenth or more of members (representatives). Article 26 A member (representative) unable to attend in person may delegate another member (representative) in writing, each limited to representing one other. Article 27 Resolutions of the general meeting are passed by a majority of those present, given attendance by more than half of members (representatives). However, the following require the consent of two-thirds or more of those present: 1. Adoption and amendment of the articles. 2. Expulsion of members (representatives). 3. Recall of directors and supervisors. 4. Disposal of property. 5. Dissolution of the Association. 6. Other major matters concerning member rights and obligations. After the Association completes juridical-person registration, amendment of the articles requires the consent of three-quarters or more of those present or the written consent of two-thirds or more of all members. Dissolution of the Association may be resolved at any time by two-thirds or more of all members. Article 28 The Board of Directors meets once every 3 months and the Board of Supervisors once every 6 months; joint or extraordinary meetings may be held when necessary. Except for extraordinary meetings, 7 days' written notice shall be given. Resolutions require attendance by more than half of directors or supervisors and the consent of a majority of those present. Article 29 Directors shall attend board meetings and supervisors shall attend supervisors' meetings; attendance may not be delegated. A director or supervisor who is absent without cause for two consecutive meetings is deemed to have resigned. Chapter 5 Funds and Accounting Article 30 The Association's sources of funds are as follows: 1. Admission fee: NT$5,000 for individual members and NT$10,000 for group members, paid upon admission. 2. Annual fee: NT$2,000 for individual members and NT$5,000 for group members. 3. Project fees. 4. Member donations. 5. Commissioned-project income. Article 31 The Association's fiscal year follows the calendar year, from 1 January to 31 December. Article 32 Two months before the start of each fiscal year, the Board prepares the annual work plan, budget, and staff remuneration table for approval by the general meeting (if the meeting cannot be held in time, first by a joint board meeting), and reports to the competent authority before the fiscal year begins. Within two months after the fiscal year ends, the Board prepares the annual work report, final accounts, cash statement, balance sheet, property inventory, and fund statement, submits them to the Board of Supervisors for audit, and after receiving the audit opinion presents them to the general meeting for approval, reporting to the competent authority by the end of March (if the meeting cannot be held in time, reporting to the competent authority first). Article 33 Upon dissolution, the Association's remaining property belongs to the local self-governing body of its location or to an organization designated by the competent authority. Chapter 6 Supplementary Provisions Article 34 Matters not provided for in these articles are handled in accordance with relevant laws and regulations. Article 35 These articles take effect after adoption by the general meeting and filing with the competent authority, with the same applying to amendments. Article 36 These articles were adopted at the second general meeting of the first term on 31 July 2020.