Chapter I  General Provisions

Article I

The Association is titled as “Taiwan Niu-Chih Industry Association” (hereinafter referred to as “The Association”).

Article II

The Association is duly established as a non-profit aggregate corporation dedicated to coordinate enterprises, scholars, experts, and peripheral participants engaged in the development of Antrodia Cinnamomea for academic exploration, internationalize the sustained development of the industry.

Article III

The Association develops its organization within the administrative territories of Taiwan.

Article IV

The Association established its principal place of operation at the locality of the competent authority and shall establish branches at the approval of the competent authority. The condensed version of the organization charter for the aforementioned branches shall be established by the Board of Governors of The Association and shall come into full force at the approval of the competent authority. The address of The Association and its branches shall be reported to the competent authority as established or changed.

Article V

The mission of The Association is specified hereunder:

1. Gather information on the biotechnology of Antrodia Cinnamomea at home and abroad as reference for the government, academic circle and the industrial sector.
2. Advocate the planting of Antrodia Cinnamomea trees for environmental conservation, and discourage illegal extraction of forestry resources.
3. Assist the members to present the national treasure of Taiwan, Antrodia Cinnamomea, to the world market.
4. Advocate the establishment of the database on basic information of members and representatives of members and conduct dynamic survey and registration.
5. Advocate the application, change, replacement of member license and membership identity certification service.
6. Assist the the members in mediation of disputes and labor-management disputes.
7. Advocate the study of productive forces, organize on-the-job skill training and seminars for the industry.
8. Advocate social charity among the members.
9. Organize General Meetings of The Association and special session of The Association.
10. Any other business as permitted by law.

Article VI

The Ministry of Interior is the competent authority of The Association. The Council of Agricultural Affairs and Labor Affairs of Executive Yuan supervise and monitor the purpose and the mission of The Association as stated in the Articles of Association. 

Chapter II   Membership

Article VII

Membership eligibility:

1. Individual members: Persons who share the cause of The Association and are at the age of 20 and over, engaged in industries related to the biotechnology of Antrodia Cinnamomea, medical and healthcare, or have relevant academic qualifications and experience subject to the approval of the Board of Governors of The Association.
2. Group members: Corporations or groups sharing the cause of The Association. Group members shall each appoint 3 representatives subject to the approval of the Board of Governors of The Association. 
3. Sponsor members: Groups of individuals who have sponsored the works of The Association. In submitting the application for membership, they shall pay a membership fee and be subject to the approval of the Board of Governors of The Association.
4. Academic members: Associate professors, associate research fellows or at a higher position in academic or research institutions, currently in office or retired, subject to the approval of the Board of Governors of The Association.
5. Permanent members: Individual members or group members who have paid membership fee for 20 years in lump sum.
6. Honorary members: Parties supporting the cause of The Association and invited by The Association as members at the approval of the Board of Governors of The Association.

Article VIII

Members (representatives of members) are entitled to vote, to elect or to be elected, and recall. Each member (representative of member) shall be assigned one voting right. Sponsor members or honorary members are not entitled to the aforementioned rights.

Article IX

It is the onus of all members to duly observe the Articles of Association, take part in resolution for The Association, and pay membership fee. Members shall be deprived of membership rights for failure to pay membership fee. Members who failed to pay membership fee for 2 consecutive years (except academic members and honorary members) shall be deemed automatic withdrawal of membership from The Association. Members who have been expelled, withdrawn or suspended from exercise of membership right may apply for reinstatement of membership or rights, but shall settle all outstanding membership fee in the first place unless otherwise approved by The Board of Governors of The Association with justifiable reasons.

Article X

Members (representatives of members) who have violated applicable laws, the Articles of Association, or acted in defiance of the resolutions of the General Meeting of The Association shall be warned or stripped of their membership rights. If the offense is serious to the extent that The Association is being jeopardized, they will be expelled at the resolution of the General Meeting of The Association by members (representatives of members).

Article XI

The loss of membership or expulsion from The Association by resolution of the General Meeting shall be deemed severance from The Association.

Article XII

Members may declare to resign from The Association in writing by specifying the reasons for the move.

Chapter III    Organizations and Authorities

Article XIII

The General Meeting of the members of The Association shall be the body of paramount power of The Association. The General Meeting shall be the regulatory body for The Association if there are less than 300 members. If there are more than 300 members joined The Association, representatives of members shall be elected in proportion to the population size of members by district. The representatives shall attend the General Meeting and exercise the rights of members. Each representative of member shall have a term of 3 years and the number of seats for the members and the election method shall be instituted by the Board of Governors of The Association after reporting to the competent authority.

Article XIV

The authorities of the General Meeting:

1. Institution or amendment to the Articles of Association.
2. Elect and recall governors and supervisors of the Board.
3. Make decisions on membership fee, annual fee, business expense, and the amount and means of donations from members.
4. Make decision on the annual work plan, reports, budget, and account settlement.
5. Make decision on the expulsion of members (representatives of members).
6. Make decision on the disposition of assets.
7. Make decision on the dissolution of The Association.
8. Make decision on materiality pertinent to the rights and obligations of the members. Materiality as referred to shall be defined by the Board of Governors.

Article XV

The Association shall establish 19 seats of governors (including 5 to 7 academic members) and 5 seats of supervisors who shall be elected by the members (representatives of members). In the election of the aforementioned governors and supervisors, 5 alternate governors and 1 alternate supervisor shall also be elected depending on the number of votes cast. In the event of vacancies for the governors and/or supervisors, the alternate governors and supervisors shall fill the vacancies. The current term of the Board of Governors may propose the list of candidates for the governors and supervisors of the next terms as reference. Governors and supervisors shall be elected by the General Meeting. 

Article XVI

The authorizes of the Board of Governors:

1. Review and approval of the qualification of members (representatives of members).
2. The election and recall of executive governors and the chairperson.
3. Resolution of the resignation of governors, executive governors and chairperson.
4. Employment and dismissal of staff.
5. Preparation of the annual work plan, budget, and account settlement.
6. Other tasks to be accomplished.

Article XVII

The Board of Governors shall establish 7 seats for Executive Governors (including 3 academic members). Executive Governors shall be elected among the Governors and one of whom shall be elected as the Chairperson. The Chairperson shall administer all association affairs internally and represent The Association externally. In addition, the Chairperson shall also preside over the General Meeting and Board sessions. In the absence of the Chairperson, one Executive Governor shall be appointed to act on behalf of and in the name of the Chairperson. If no Executive Governor is appointed or cannot be appointed, one of the Executive Governors shall be elected among the others as the acting Chairperson. If the seats of the Chairperson and the Executive Governors were left vacant, an election shall be held within one month to fill all vacancies.

Article XVIII

The authorities of the Board of Supervisors:

1. Supervise the performance of the Board of Governors in its assigned duties.
2. Review the annual account settlement.
3. Election and recall of Executive Supervisors.
4. Resolution of the resignation of Supervisors and Executive Supervisors.
5. Other tasks to be accomplished by supervisors.

Article XIX:

The Board of Supervisors shall establish 1 seat of Executive Supervisor who shall be elected among the Supervisors. The Executive Supervisor shall supervise the routine operation of The Association and preside over the session of the Board of Supervisors. In the absence of the Executive Supervisor, one Supervisor shall be appointed to act on behalf of and in the name of the Executive Supervisor. If the seat of the Chairperson of the Board of Supervisors (Executive Supervisor) is vacant, an election shall be held within one month to elect a new Executive Supervisor to fill the vacancy.

Article XX

The positions of Governors and Supervisors are not remunerated and each has a term of 3 years and could be reelected for a new term. The position of Chairperson may be renewed for once only. The term of office for the Governors and the Supervisors shall start on the 1^st session of the new term of the Board of Governors.

Article XXI

Governors or Supervisors shall be dismissed from office if any of the following is applicable:

1. Disqualified as a member (representative of a member);
2. Resigned from office at the approval by resolution of the Board of Governors or Board of Supervisors.
3. Being recalled or discharged from office.
4. Under disciplinary action by stripping of membership right for a period of longer than half of the term of office.
    

Article XXII

The Association is staffed with one Secretary-General (unremunerated) and shall administer all association affairs to the order of the Chairperson. There is also as Secretary (Accounting Clerk) (remunerated), who shall be appointed and dismissed at the nomination of the Chairperson subject to the final approval of the Board of Governors and reported to the competent authority for record. The positions for the aforementioned staff shall not be assumed by the personnel elected to office simultaneously. The authorities and responsibilities, and the segregation of duties among the staff members shall be determined by the Board of Governors through separate institution.

Article XXIII

The Association shall establish a number of functional committees, teams, or other task forces and the organization code of which shall be instituted separately by The Board of Governors. The same procedure is applicable to any amendment thereto.

Article XXIV

The Board of Governors of The Association may appoint an Honorary Chairperson and several honorary governors and advisors. The terms of these personnel shall be the same as the Governors and Supervisors.

Chapter IV       The Meetings

Article XXV

Regular session or special session could be held for the General Meeting. The Chairperson shall call for both the resgular session and the special session. Notice of special session for emergency shall be given at least 15 days in advance. Regular session shall be convened once a year while special session shall be called for as The Board of Governors deems necessary or at the request of more than 1/5 of the members (representatives of members) or the Board of Supervisors in writing.
After the complete registration as a legal person, special session shall be convened at the request of at least 1/10 of the members (representatives of members).

Article XXVI

In case specific member (representative to a member) cannot attend the General Meeting in person, he or she may appoint another member as a proxy to attend the meeting. Each member may act as the proxy for only one other member (representative of a member).

Article XXVII

Resolution of the General Meeting of members (representatives of members) shall be made by a simple majority of the meeting in session where the attendance of at least half of the total members (representatives of members) shall qualify for a quorum. For resolutions related to the establishment of and the amendment to the Articles of Association, the expulsion of members (representatives of members), the recall of Governors and Supervisors, the disposition of assets, the dissolution of The Association, and materiality concerning the rights and obligations of members shall require a 2/3 majority of the members (representatives of members) of the meeting in session. The amendment to the Articles of Association shall require the consent of 3/4 of the members in session or 2/3 of the consent of the members expressed by correspondence. The dissolution of The Association shall require the consent of 2/3 of all members.

Article XXVIII

The Board of Governors and the Board of Supervisors shall convene once every six months. Where necessary, a joint session or special session shall be called. Except for the special session, a notice of meeting shall be given in writing 7 days in advance and the resolution shall be made by a simple majority of the governors or supervisors in session.

Article XXIX

The Governors shall attend the meetings of the Board of Governors while the Supervisors shall attend the meetings of the Board of Supervisors. These meetings may be attended by proxies or via correspondence on condition that such appointment is no violation of applicable laws. Governors or Supervisors who were absent for two meetings without justifiable reasons shall be deemed the resignation from their respective positions.

Chapter V        Funding and Accounting

Article XXX

The sources of funding for The Association:

1. Membership fee: to be paid at the time of admission.

1. Individual member at NT$1,000.

2. Group member at NT$10,000.

3. Academic member at NT$100.

4. Honorary members are free of membership fee.

2. Annual fee:

1. Individual member at NT$2,000.

2. Group member at NT$20,000.

3. Academic member at NT$100.

4. Permanent member: individual at NT$ 40,000, group member at NT$400,000.

5. Honorary members are free of annual fee.

3. Business income.
4. Donations from members.
5. Commission income.
6. Funds and accrued interests.
7. Other incomes.

Article XXXI

The Association adopts the calendar year as the fiscal period which starts on January 1 and ends on December 31 of each year.

Article XXXII

The Board of Governors of The Association shall prepare the annual work plan, revenue and expenditure budget, and employee payroll in the first two months from the beginning of the fiscal period and refer to the General Meeting for resolution (if the General Meeting cannot be convened on time for specific reason, present to the joint session of Governors and Supervisors for approval in the first place), and report to the competent authority for record at the beginning of the fiscal period. Within 2 months after the end of a fiscal period, The Board of Governors shall prepare the report on operation, account settlement statement, cash flow statement, balance sheet, asset list, and the income statement and present to the Board of Supervisors for review. The Board of Supervisors shall issue a review report after the review of the documents, and return the reports and statements to the Board of Governors for presenting before the General Meeting for final approval and report to the competent authority by the end of March for record (if the General Meeting cannot be held on time, report to the competent authority in the first place).

Article XXXIII

Upon the dissolution of The Association, the remainder of assets shall be appropriated to self-autonomous groups in the locality of The Association or other institutions or groups designated by the competent authority.

Chapter VI       Miscellaneous

Article XXXIV

Anything not covered by the Articles of Association shall be governed by applicable legal rules.

Article XXXV

The Articles of Association shall be subject to the approval of the General Meeting of members (representatives of members) and reported to the competent authority before coming into full force. The same procedure shall be applicable to any amendment thereto.

Article XXXVI

The Articles of Association were passed by the 1^st session of the 1^st term of the General Meeting of members dated February 14 2014 and reported to The Ministry of Interior with confirmation under Letter Nei-She-Zi No. 1030110540 dated April 2 2014.