Charter of The Taiwan Friends of the Global Greens (TFGG) | Asia Pacific Greens

Charter of The Taiwan Friends of the Global Greens (TFGG)

Articles of Association (Charter) of the Taiwan Friends of the Global Greens

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Chapter 1 General Principles

Article 1

The Association is named the Taiwan Friends of the Global Greens ("the Association").


Article 2

The Association is a duly established non-profit social association.

           The purposes of the Association are:

To implement and localize the core values and action plans of the Global Greens Charter; to assist Taiwan in fulfilling its social responsibility in the international community through cooperation and links domestically and abroad; to promote fair distribution and intergenerational justice; to create a sustainable economic environment that meets the needs of contemporary generations without compromising those of future generations; and to attend equally to realizing the goals of balanced and sustainable land use in the natural ecology, society, economy, and culture.


Article 3

The organizational area of the Association is the entire national administrative region.


Article 4

The address of the Association shall be within the area in which the competent authority is located, and branch units may be established following the approval of the competent authority.
The basic organization rules for branch units mentioned in the preceding paragraph shall be prescribed by the board of directors, and implemented following the approval of the competent authority.
The addresses of the Association and any branch units shall, at the time of establishment and of any subsequent change, be reported by letter to the competent authority for approval and recordation.


Article 5

The missions of the Association are as follows:

1. Promote the core values and action plans of the Global Greens Charter.

2. Cause and allow the six major core values of the Greens to take root and flourish in Taiwan. These core values are ecological wisdom, social justice, respect for diversity, participatory democracy, non-violence, and sustainability in meeting the needs of the present generation without sacrificing those of future generations.

3. Produce a Green Charter and action plans localized to the needs of Taiwan.

4. Promote a sustainable economic environment represented by Genuine Progress Indicator.

5. Increase the interaction and cooperation between the Taiwan Greens and the Global Greens, and promote diplomacy through non-governmental organizations.

6. Advocate the environmental and social responsibilities of business corporations.

7. Establish a cooperative platform to integrate the resources of the public sector, social associations, businesses, and individuals.


Article 6

The Ministry of the Interior is the competent authority of the Association.

All enterprises undertaken by the Association shall be subject to the direction and supervision of the competent authority or authorities with relevant jurisdiction.


Chapter 2 Membership


Article 7

The qualifications required to apply for membership in the Association are as follows:

1. Individual member: a person of 20 years of age or older and supporting the purposes and aims of the Association.

2. Sponsoring member: a group or individual sponsoring the operations of the Association. Relevant rules shall be adopted by the board of directors.

3. Honorary member: a person making an outstanding contribution to the Association and approved by the board of directors for honorary membership.

4. Student member: a student enrolled in a domestic or overseas school and supporting the purposes and aims of the Association may apply to become a student member.

An applicant for membership shall complete a certain number of hours of internship at an organization recognized or recommended by the Association and/or attending lectures/presentations, and fill out an application form, which the Secretariat will then forward for review by the board of directors. Rules governing membership applications shall be separately adopted, and shall not apply to the founding members.

Following review and approval of the board of directors, the applicant shall pay a membership fee before becoming an official member.


Article 8

An individual member and a student member may begin to exercise the right to vote, right to elect, right to be elected, and right of recall only in the second year after one full year of membership has elapsed, provided that this rule does not apply to founding members. A member holding a public office, or employed by a for-profit enterprise may begin to exercise the right to be elected only after 3 years have elapsed since his/her resignation from such employment, provided that this rule does not apply with the approval of two-thirds or more of the directors. Each member has one vote.

Sponsoring members and honorary members do not have the rights mentioned in the preceding paragraph.


Article 9

A member is obligated to observe the Articles of Association and resolutions of the Association and to pay membership fees.

A member failing to pay membership fees may not enjoy the rights of membership. A member failing to pay membership fees for 2 consecutive years is deemed to have voluntarily withdrawn from the Association. When a member that has been disaffiliated or has withdrawn from the Association or has had membership rights suspended wishes to apply for restoration of membership or rights, the member is required to pay up in full any previous membership fees in arrears, unless there are legitimate reasons otherwise that have been reviewed and approved by the board of directors. 


Article 10

When a member violates a law or regulation or the Articles of Association or fails to follow a resolution of a general meeting of members, the member may be sanctioned by a warning or suspension of membership rights following a resolution of the board of directors. If the member has caused serious harm to the Association, the member may be expelled from the Association by a resolution of the general meeting of members.


Article 11

A member who loses membership qualification, or who is expelled from the Association by a resolution of a general meeting of members, shall thereupon be disaffiliated from the Association.


Article 12

A member may apply, with a written statement specifying the reasons, to the Association to declare the member's withdrawal from the Association.


Chapter 3: Organization and Authorities


Article 13

The general meeting of members shall be the organ of highest authority in the Association. 

When there are over 300 members, member representatives may be elected through proportional elections by geographic divisions, and a general meeting of member representatives then held to exercise the authorities of the general meeting of members. Member representatives shall serve a term of 4 years. The number of representatives and the election rules shall be drawn up by the board of directors, and then implemented following approval and recordation by the competent authority. 


Article 14

The authorities of the general meeting of members are as follows: 

1. To adopt and amend the Articles of Association. 

2. To elect and recall directors and supervisors.

3. To pass by resolution the amount and method of payment for the initial membership fee, annual membership fee, fees in connection with enterprises undertaken by the Association, and member donations.

4. To pass by resolution annual work programs, reports, budgets, and final accounting reports.

5. To pass by resolution any expulsion of a member (or member representative).

6. To pass by resolution any disposition of assets.

7. To pass by resolution the dissolution of the Association.

8. To pass by resolution any other material matters related to the rights and interests of the members, provided that the general meeting of members may amend such a resolution by its own resolution passed by two-thirds of the attending members at a meeting attended by more than half of the members.
The scope of material matters mentioned in subparagraph 8 of the preceding paragraph shall be prescribed by the board of directors.


Article 15

The Association shall have 15 directors and 5 supervisors to be elected by and from among the members, and shall set up a board of directors and a board of supervisors.

In elections of directors and supervisors under the preceding paragraph, three alternate directors and one alternate supervisor may also be elected based on the relative number of votes they receive, in which sequential order they shall fill any vacancy that may arise for director or supervisor. The board of directors of the current term may submit a reference list of director and supervisor candidates for the following term.

Voting for directors and supervisors may be conducted through balloting by mail, but this method may not be used in consecutive elections. Rules for balloting by mail shall be passed by the board of directors, and implemented following approval and recordation by the competent authority.


Article 16

The authorities of the board of directors are as follows:

1. To review the qualifications of members.

2. To elect and recall executive directors and the chairperson.

3. To pass by resolution the resignation of directors, executive directors, and the chairperson.

4. To employ and dismiss personnel.

5. To formulate annual work programs, reports, budgets, and final accounting reports.

6. Other matters that the board is required to carry out. 


Article 17

The board of directors shall have three executive directors, to be elected by and from among the directors; and the directors shall elect one of the executive directors to serve as the chairperson. The chairperson shall oversee and guide the overall administration of the internal affairs of the Association, and represent the Association to all outside parties, and serve as the chairperson at general meetings of members and meetings of the board of directors. When the chairperson is unable to perform his/her functions for any reasons, he/she shall designate one executive director to serve as deputy chairperson; if a deputy person is not or cannot be designated, the executive directors shall elect one from among themselves. When a vacancy for chairperson or an executive director arises, a by-election shall be held within one month to fill the vacancy.


Article 18

The authorities of the board of supervisors are as follows:

1. To supervise the execution of the works of the board of directors.

2. To review annual final accounting reports.

3. To elect and recall executive supervisors.

4. To pass by resolution the resignation of supervisors and executive supervisors.

5. Other matters that shall be supervised.


Article 19

The board of supervisors shall have one executive supervisor, to be elected by and from among the supervisors. The executive supervisor shall supervise the daily affairs of the Association, and serve as the chairperson of the board of supervisors. When the executive supervisor is unable to perform his/her functions for any reasons, he/she shall designate one director to serve as deputy; if a deputy is not or cannot be designated, the executive supervisors shall elect one from among themselves. When a vacancy for the chairperson of the board of supervisors (the executive supervisor) arises, a by-election shall be held within one month to fill the vacancy.


Article 20

Directors and supervisors all serve a term of 4 years without compensation, and may be re-elected. The chairman of the board of directors is eligible for re-election once only.


Article 21

A director or supervisor to whom any of the following circumstances applies shall immediately be discharged:

1. The director or supervisor loses membership qualification.

2. The director or supervisor resigns for any reasons and the resignation is approved by a resolution of the board of directors or supervisors.

3. The director or supervisor is recalled or dismissed.

4. The director or supervisor's membership rights are suspended for a period that is longer than half of the term of service.


Article 22

The Association shall have one executive director to handle the affairs of the Association pursuant to the orders of the chairperson of the board of directors, and a number of other working personnel whose hiring and dismissal shall be done by recommendation of the chairperson of the board of directors and subject to approval by the board of directors, and then submitted for the competent authority's recordation.The positions of working personnel mentioned in the preceding paragraph may not be filled by any elected officer of the Association. The authorities and duties of the working personnel and the hierarchical delegation of responsibilities shall be separately prescribed by the board of directors.


Article 23

The Association may set up various committees, task forces, or other internal operational organizations. The basic organizational rules thereof, and any amendments thereto, shall be implemented following the approval of the board of directors.


Article 24

The Association may, through the board of directors, employ one honorary chairperson of the board of directors, and a number of honorary directors and advisors. Their term of office is the same as that of directors and supervisors.


Chapter 4: Meetings


Article 25

General meetings of members are divided into two kinds, ordinary meetings and extraordinary meetings, and are to be convened by the chairperson of the board of directors. Except for an extraordinary meeting convened due to an emergency, written notice of a meeting shall be delivered at least 15 days prior to the meeting. Ordinary meetings shall be convened once a year, and extraordinary meetings may be convened when the board of directors deems it necessary, or one-fifth or more of the members request it, or the board of supervisors issues a letter requesting convocation.After the Association registers its incorporation, an extraordinary meeting may be convened by request of one-tenth or more of the members.


Article 26

When a member is unable to attend a general meeting of member, he/she may authorize in writing another member to represent him/her. Each member may represent one person only.


Article 27

A resolution of the general meeting of members shall require a majority of votes cast at a meeting attended by more than half of the members, provided that the adoption and amendment of the Articles of Association, expulsion of a member, recall of a director or supervisor, disposition of assets, dissolution of the Association, and other material matters related to the rights and interests of members shall require the approval of two-thirds or more of the attending members.After the Association registers its incorporation, the amendment of the Articles of Association shall require the approval of three-fourths or more of the attending members at a general meeting of members, or the written approval of two-thirds or more of all members. Dissolution of the Association may be done at any time with a vote of approval by two-thirds or more of all members.


Article 28

The board of directors and the board of supervisors shall respectively convene a meeting at least once every 6 months, and a joint meeting or extraordinary meeting when necessary. Except for extraordinary meetings, a written meeting notice shall be delivered at least 7 days prior to a meeting. A meeting resolution shall require a majority of votes at a meeting attended by more than half of the directors or supervisors.

  

Article 29

A director shall attend the directors meetings, and a supervisor shall attend the supervisors meetings, and may not authorize a third person to represent him/her in the meetings. A director or supervisor failing to attend two consecutive directors or supervisors meetings without legitimate reason is deemed to have resigned.


Chapter 5: Funds and Accounting


Article 30

The funds of the Association come from the following sources:

1. Initial membership fee: An individual member shall pay NT$500 and a student member shall pay NT$200 at the time of joining the Association.

2. Annual membership fee: An individual member shall pay NT$1000; a student member shall pay NT$300. If need be, an applicant may submit an application to have the initial membership fee reduced to NT$40, and the annual membership fee reduced to NT$60, subject to the review and approval of the board of directors.

3. Fees in connection with enterprises undertaken by the Association.

4. Donations from members.

5. Commission income.

6. Funds and interest accrued thereupon.

7. Other income.


Article 31

The fiscal year of the Association shall be the calendar year, from 1 January to 31 December every year.


Article 32

The board of directors shall, two months before the beginning of each fiscal year, produce annual work programs, budgets for annual revenues and expenditures, and employee compensation plans and submit them for approval by the general meeting of members (if the general meeting of members cannot be convened as scheduled for any reason, they shall first be submitted for approval by a joint meeting of the directors and supervisors), and then submit them to the competent authority for approval and recordation before the beginning of the fiscal year. The board of directors shall, within two months after the close of each fiscal year, produce an annual work report, statement of revenues and expenditures, statement of cash receipts and disbursements, balance sheet, list of assets, and statement of fund receipts and disbursements and submit them for review by the board of supervisors. The board of supervisors shall prepare a review opinion for the board of directors. The review opinion shall be submitted for approval by the general meeting of members, and for approval and recordation by the competent authority by the end of March (if the general meeting of members cannot be convened as scheduled, the review opinion shall first be submitted to the competent authority).


Article 33

After the dissolution of the Association, any remaining assets shall, following the approval of a general meeting of members, be assigned to a non-profit organization designated by the general meeting of members.


Chapter 6 Supplementary Provisions


Article 34

Any matters on which these Articles of Association are silent shall be governed by relevant laws and regulations.


Article 35

These Articles of Association, and any amendments hereto, shall be passed by a general meeting of members (or member representatives, as the case may be), and implemented after submission to the competent authority for approval and recordation.


Article 36

These Articles of Association have been passed by the first meeting of the first session of the general meeting of members of the Association and have been approved by the Ministry of the Interior for recordation per Letter Ref. Tai-Nei-She-Zi No. 0970204805 dated 26 December 2008.