Article 1The name of this association is the Intraocular Implant & Refractive Society of Taiwan (hereinafter referred to as this association). [English name Intraocular Implant & Refractive Society of Taiwan (IIRST)]
Article 2 This association is a non-profit social organization established in accordance with the law, with the core of "devoting itself to the research of artificial lenses, implant surgery technology, and advanced refractive surgery technology". It integrates relevant research and education resources to provide ophthalmologists who are interested in this field with a platform for academic activities to enjoy diversified learning, exchange new knowledge, and conduct multi-party cooperation, thereby promoting the improvement of the quality of ophthalmic medical care in Taiwan.
Article 3 The mission of this association is as follows, and it shall be promoted and implemented in accordance with relevant laws and regulations:
1. Cooperate with various ophthalmology associations in Taiwan to jointly explore Taiwan's overall cataract refractive surgery technology and related problem-solving countermeasures to promote the improvement of Taiwan's ophthalmic medical care quality.
2. Provide an academic activity platform for Taiwan's ophthalmologists to exchange technology and stimulate new ideas with international ophthalmologists.
3. Connect with major international cataract and refractive surgery associations to contribute to the collective strength of Taiwan's "ophthalmologists who are committed to studying cataract and refractive surgery technology."
4. Introduce the latest information in the field of international cataract and refractive surgery, and hope that the Association will shoulder the important task of providing Taiwan medical education services and promotion for major international cataract and refractive surgery medical associations.
5. Organize relevant academic lectures, seminars, educational courses and related newsletters.
6. Other related matters that are in line with the purpose of the Association.
Article 4The competent authority of the Association is the Ministry of the Interior, and the purpose of the Association’s business shall be guided and supervised by the competent authorities of the respective business.
Article 5The Association shall be organized in the administrative regions of the whole country.
Article 6The Association shall be headquartered in the area under the jurisdiction of the competent authority, and may establish branches with the approval of the competent authority. The organizational rules of the branch mentioned in the preceding paragraph shall be drafted by the Board of Directors and implemented after approval by the competent authority. The address of the headquarters and branches shall be reported to the competent authority for approval when they are established or changed.
Chapter 2 Members, Directors and Supervisors
Article 7Membership and dues payment of this association: Anyone who agrees with the purpose of this association, has the qualification of a doctor in the Republic of China, and has obtained the ophthalmology specialist certificate issued by the Ministry of Health and Welfare, fills out the application for membership, is reviewed and approved by the Board of Directors, and pays the membership fee to become an individual member; the membership fee is NT$1,000, which is paid when the member joins the association; the annual membership fee is NT$1,000.
Article 8Members (member representatives) have the right to vote, elect, be elected and recall. Each member (member representative) has one right.
Sponsoring members do not have the rights mentioned in the preceding paragraph.
Article 9The term of office of directors and supervisors of this association is 3 years.
Article 10The Association shall have 11 directors (including 3 standing directors, 1 of whom shall be the Chairman) and 3 alternate directors.
Standing directors shall be elected by all directors.
The Chairman shall be elected by all directors from the standing directors.
Article 11The Association shall have 3 supervisors (1 of whom shall be a standing supervisor) and 1 alternate supervisor. The Board of Supervisors shall have a standing supervisor, who shall be elected by the supervisors to supervise the daily affairs of the Association and serve as the Chairman of the Board of Supervisors.
Article 12Members shall have the obligation to abide by the Association’s Articles of Association, resolutions and to pay dues.
Members who fail to pay dues shall not enjoy the rights of members, and those who fail to pay dues for two consecutive years shall be deemed to have automatically withdrawn from the Association. If a member who has been discharged from the Association, withdrawn from the Association or suspended from membership, wishes to apply for reinstatement or restoration of rights, he shall pay off the dues owed before, unless there are legitimate reasons approved by the Board of Directors.
Article 13If a member (member representative) violates laws, regulations or does not comply with the resolution of the general meeting of members, the board of directors may decide to give a warning or suspend his/her rights. If the situation is serious and harmful to the group, he/she may be expelled by the resolution of the general meeting of members.
Article 14If a member has any of the following circumstances, he/she shall be expelled from the association:
1. Death.
2. Loss of membership.
3. Expulsion by the resolution of the general meeting of members (member representatives).
Article 15A member may declare his/her withdrawal from the association in writing, stating the reasons.
Chapter 3 Organization and Powers
Article 16The Association shall have a general meeting of members as its highest authority. If the number of members (member representatives) exceeds 300, member representatives shall be elected in proportion to each district, and then a general meeting of member representatives shall be held to exercise the powers of the general meeting of members. The term of office of member representatives is the same as that of directors and supervisors. The number of representatives and the election method shall be implemented after approval by the Board of Directors and reported to the competent authority for record.
Article 17The powers of the general meeting of members (member representatives) are as follows:
1. Formulate and amend the Articles of Association.
2. Elect and remove directors and supervisors.
3. Decide on the amount and method of membership fees, annual dues, operating expenses and member donations.
4. Decide on the annual work plan, report, budget and final accounts.
5. Decide on the removal of members (member representatives).
6. Decide on the sale, transfer or establishment of other rights of property.
7. Decide on the dissolution of the Association.
8. Decide on other important matters related to the rights and obligations of members.
The scope of the important matters in the eighth paragraph of the preceding paragraph shall be determined by the Board of Directors.
Article 18The directors and supervisors of the Association shall be elected by members (member representatives) and the Board of Directors and the Board of Supervisors shall be established respectively.
When electing the directors and supervisors in the preceding paragraph, alternate directors may be elected at the same time according to the vote count. When the alternate supervisors are absent from the directors and supervisors, they shall be appointed in order.
The Board of Directors may propose a reference list of candidates for the next term of directors and supervisors.
The directors and supervisors may be elected by correspondence. The correspondence election method shall be implemented after being approved by the Board of Directors and reported to the competent authority for record.
Article 19The chairman shall supervise the affairs of the association internally, represent the association externally, and serve as the chairman of the general meeting of members and the board of directors.
When the chairman is unable to perform his duties due to personal reasons, he shall appoint a standing director to act as the acting director. If no appointment is made or it is impossible to appoint a standing director, the standing directors shall elect one person to act as the acting director.
When the chairman and standing directors are absent, they shall be re-elected within one month.
Article 20The powers of the board of directors are as follows:
1. Review the qualifications of members (member representatives).
2. Elect and remove standing directors and the chairman.
3. Decide on the resignation of directors, standing directors and the chairman.
4. Hire and dismiss staff.
5. Draft annual work plans, reports, budgets and final accounts.
6. May propose a reference list of candidates for the next board of directors and supervisors.
7. Other matters to be implemented.
Article 21When the standing supervisor is unable to perform his duties due to some reasons, he shall designate one supervisor to act as his deputy. If no appointment is made or no appointment can be made, the supervisors shall recommend one person to act as his deputy.
When the chairman of the board of supervisors (standing supervisor) is absent, a replacement shall be elected within one month.
Article 22The powers of the board of supervisors are as follows:
1. Supervise the execution of the work of the board of directors.
2. Review the annual final accounts.
3. Elect and remove standing supervisors.
4. Decide on the resignation of supervisors and standing supervisors.
5. Other matters to be supervised.
Article 23Both directors and supervisors are unpaid positions and can be re-elected. The chairman of the board of directors can be re-elected only once. The term of office of directors and supervisors shall be calculated from the date of the convening of the first meeting of the current board of directors.
Article 24Any director or supervisor who has any of the following circumstances shall be dismissed immediately:
1. Loss of membership (member representative) qualification.
2. Resignation for some reason approved by the board of directors or the board of supervisors.
3. Removal or dismissal.
4. Suspension for more than half of the term.
Article 25The Association shall have one secretary-general, who shall handle the affairs of the Association under the order of the chairman of the board of directors. Other staff members shall be nominated by the chairman of the board of directors, appointed and dismissed by the board of directors, and reported to the competent authority for record.
The staff members in the preceding paragraph shall not be directors or supervisors.
The powers and responsibilities of staff members and the division of responsibilities shall be determined by the board of directors.
Article 26The Association may establish various committees, groups or other internal operating organizations, and their organizational charter shall be implemented after approval by the board of directors, and the same shall apply when they are changed.
Article 27The Association may appoint an Honorary Chairman, Honorary Directors and Advisors by the Board of Directors, and their terms of appointment shall be the same as those of the Directors and Supervisors.
Chapter 4 Meetings
Article 28The General Meeting of Members (Member Representatives) is divided into two types: regular meetings and temporary meetings. The General Meeting of Members (Member Representatives) shall be convened by the Chairman of the Board of Directors. Except for temporary meetings in case of emergencies, all attendees shall be notified 15 days in advance.
Regular meetings shall be held once a year, and temporary meetings shall be held when the Board of Directors deems it necessary, or when more than one-fifth of the members (member representatives) request it, or when the Supervisory Board requests it in writing.
After the Association has completed the registration of a legal person, temporary meetings shall be held upon the request of more than one-tenth of the members (member representatives).
Article 29When a member (member representative) cannot attend the general meeting in person, he/she may authorize another member (member representative) to act on his/her behalf in writing. Each member (member representative) may only act on behalf of one person.
Article 30The resolution of the general meeting of members (member representatives) shall be made by the attendance of more than half of the members (member representatives) and the consent of the majority of the attendees. However, the resolution of the following matters shall be made by the consent of more than two-thirds of the attendees.
1. Establishment and modification of the Articles of Association.。
2. Removal of members (member representatives).
3. Removal of directors and supervisors.
4. Disposal of property.
5. Dissolution of the Association.
6. Other important matters related to the rights and obligations of members.
After the association has completed the registration of a legal person, changes to the articles of association shall be made with the consent of more than three-quarters of the attendees or the written consent of more than two-thirds of all members; the association may be dissolved at any time with a resolution of more than two-thirds of all members.
Article 31The board of directors shall hold a meeting at least once every six months, and the board of supervisors shall hold a meeting at least once every six months. Joint meetings or extraordinary meetings may be held when necessary. When convening a meeting in the preceding paragraph, except for an extraordinary meeting, all attendees shall be notified 7 days in advance. The resolution of the meeting shall be made with the attendance of more than half of the directors and supervisors, and the consent of a relatively large number of attendees.
Article 32Directors shall attend the meetings of the Board of Directors, and supervisors shall attend the meetings of the Supervisors. The Board of Directors and the Board of Supervisors may not be represented by others.
The meetings of the Board of Directors, the Board of Supervisors and the joint meetings of the Board of Directors and Supervisors may be convened by video conference. The attendance of directors and supervisors at the video conferences shall be deemed as their personal attendance. The sign-in and voting methods shall be handled in accordance with the functions of the video equipment. However, video conferences shall not be adopted for matters involving elections, by-elections and recalls.
If a director or supervisor is absent from the Board of Directors or the Board of Supervisors for two consecutive times without reason, it shall be deemed as resignation.
Chapter 5 Funding and Accounting
Article 33The sources of funding for this association are as follows:
1. Membership fees.
2. Annual membership fees.
3. Business expenses.
4. Member donations.
5. Entrusted income.
6. Funds and their interest.
7. Other income.
Article 34The accounting year of this association is based on the calendar year, from January 1 to December 31 of each year.
Before the beginning of the fiscal year, the Board of Directors shall prepare an annual work plan and revenue and expenditure budget, and within 3 months after the end of the fiscal year, the Board of Directors shall prepare a work report and accounting report for the previous year, submit it to the Board of Supervisors for review, and then prepare a review opinion and return it to the Board of Directors, together with the work plan and revenue and expenditure budget for the current year, and submit it to the competent authority for record after approval by the Members (Members’ Representatives) General Assembly. If the Members (Members’ Representatives) General Assembly cannot be held as scheduled for some reason, it may first be approved by the Board of Directors and the Board of Supervisors or the joint meeting of the Board of Directors and Supervisors, and then submitted to the General Assembly for ratification, and then submitted to the competent authority for record.
Article 35After the dissolution of this Association, the remaining property shall belong to the local self-governing body or the agency or group designated by the competent authority.
The selection of liquidators and property liquidation procedures for the dissolution of the Association, if the Association is registered as a legal person, shall be handled in accordance with the provisions of the Civil Code unless otherwise provided by law; if the Association is not registered as a legal person, it shall be handled in accordance with the resolution of the Members (Members' Representatives) General Assembly. If the Members (Members' Representatives) General Assembly cannot resolve, the Chairman shall serve as the liquidator and the provisions of the Civil Code on liquidation shall apply.
Chapter 6 Supplementary Provisions
Article 36Matters not provided for in this Charter shall be handled in accordance with the relevant laws and regulations.
Article 37Article 37 This Charter shall be implemented after being approved by the Members (Members' Representatives) General Assembly and reported to the competent authority for approval, and the same applies to changes.
Article 38Article 38 This Charter was approved by the 1st Members' General Assembly of the 1st Session on July 30, 2012.
The Ministry of the Interior’s letter of November 2012, No. 1110045692, approved for record The Ministry of the Interior’s letter of September 26, 2012, No. 1110045692, approved for record The Ministry of the Interior’s letter of August 10, 2012, No. 1110034796, approved for record