Taiwanese Association of Diabetes Educators

Chapter 1: General Provision

Article 1

This Society is named “Taiwanese Association of Diabetes Educators” (hereinafter the “Association”), duly established under the laws of the Republic of China, a non-profit organization.

Article 2

The object of this Association is to satisfy general and special diabetes care requirements, improve diabetes control effect, and reduce the occurrence of complications so that the social cost can be retrenched through integrating diabetes healthcare professionals to enhance updated knowledge, skills, and develop the operation authentication procedures.

Article 3

The organizational area of this Association shall refer to national administrative region.

Article 4

The site of this Association shall be located where the competent authority is located. Establishment or change of the site shall be filed to the competent authority for record.

Article 5

The functions of this Association shall be as follows:

1. Promote research and applications related to diabetics’ health care.
2. Organize academic speeches and seminars concerning diabetes health education.
3. Manage continuing training for diabetes health education personnel.
4. Evaluate diabetes health education courses.
5. Appraise diabetes health education personnel.
6. Develop and publish diabetes health education materials.
7. Undertake other matters in connection with the objectives of this Association.

Chapter 2: Membership

Article 6

Any one who upholds the objectives of this Association with age over twenty and is qualified as a physician, nursing people, dietician, pharmacist, social worker, physical therapist, occupational therapist, psychological counselor, medical technician, or health education professional may fill the admission form. By recommendations of two members and approval of BOD, this person would become a member after surrendering membership dues.

Article 7

All the members of this Association have the right to vote, elect, be elected, and recall. Each member may vote only once.

Article 8

All the members of this Association shall observe the provisions of the Constitutions, implement all resolutions reached by this Association, and pay membership dues.

Article 9

Where a member who violates law or the constitution of the association, or doesn't follow a resolution of the member's (member representative's) meeting, he may be subjected to warning or membership suspension with the resolution of Board of Directors. In the event that it causes serious damage to the Association, he may be dismissed with resolution of member's (member representative's) meeting. All members who fail to pay membership dues for three consecutive years may be dismissed by the member's (member representative's) congress as proposed by the Board of Directors.

Article 10

A member of a civil association shall be disaffiliated if the membership is deprived or is dismissed by a resolution of the member's (member representative's) meeting.

Article 11

Members may at any time submit a written declaration to withdraw from this Association.

Chapter 3: Organization and Personnel

Article 12

Within this Society’s body, the member's (member representative's) congress is the organ with the supreme power. If this Association has three hundred (300) or more members, the organizational area may be subdivided to elect representatives according to the percentage of members, and to call a representative's congress to perform the duty of the member's meeting. The tenure of member representatives shall be three years. The election procedures shall be effective after filing to competent authority for approval. The board of directors shall perform duties on behalf of the member’s (member representative’s) congress during the closed period of meeting, and the board of supervisors is the organ of supervision.

Article 13

The functions of the member’s (member representative’s) congress shall be as follows:

1. Formulation and amendment of the constitution.
2. Elect and recall a Director or a Supervisor.
3. Determine the admission fee and membership dues.
4. Pass and approve annual operating projects and prepare budget and final statement.
5. Dismissal of a member.
6. Disposal of properties.
7. Dismiss of the Association.
8. Other important matters related to the rights and obligations of the members. The scope of important matters specified in preceding paragraph 8 shall be determined by board of directors.

Article 14:

This Association shall have twenty-one directors and seven supervisors elected by members (member representatives) and both the Board of Directors and the Board of Supervisors shall be thus organized. Meanwhile, the seven alternate directors and two alternate supervisors may be elected at the same time during preceding directors and supervisors’ election according to the votes. The alternate director or alternate supervisor shall fill the vacancy in order within one month, and serve the remaining term of the predecessors. The candidate list for next term of directors and supervisors shall be proposed by previous board of directors The election of directors and supervisors may adopt mail ballots; nevertheless, mail ballots cannot be used consecutively. Mail ballot regulations shall be approved by the board of directors and reported to the competent authority for record.

Article 15

The duties of the board of directors shall be as follows;

1. To determine the membership credentials.
2. To elect or recall standing directors and chairperson of board of directors.
3. To determine the resignation of directors, standing directors and chairperson of board of directors.
4. To retain and fire staffers.
5. To manage annual operating projects and prepare budget and final statement.
6. To carry out other matters within the authority of the board of director.

Article 16

The board of directors shall have seven standing directors elected by the directors, and a chairperson of the board of directors shall be elected by the directors from the standing directors. For not being able to exercise rights for causes, the chairperson of the board of director may appoint one standing director on his behalf; or standing directors may recommend one of them as proxy if there is no appointment or unable to make appointment. When there is vacancy of chairperson or standing director, the re-election shall be made within one month, and the new chairperson or director reelected shall serve remaining term of the predecessors.

Article 17

The duties of the board of supervisors shall be as follows;

1. To perform jobs of the board of supervisors.
2. To review the annual final statements.
3. To elect or recall standing supervisors.
4. To consider the resignation of supervisors and standing supervisors.
5. To carry out other matters within the authority of the board of supervisors.

Article 18

The board of directors shall have one standing supervisor elected by and from the supervisors to observe daily affairs of the Association and serves as the chairperson of the board of supervisors. For not being able to exercise rights for causes, the chairperson of the board of supervisors may appoint one standing supervisor on his behalf; or standing supervisors may recommend one of them as proxy if there is no appointment or unable to make appointment. When there is vacancy of chairperson or standing supervisor, the re-election shall be made within one month, and the new chairperson or supervisor reelected shall serve remaining term of the predecessors.

Article 19

The directors and supervisors are unpaid positions. The tenure of the directors and supervisors shall be three (3) years, and they may be reappointed after re-election upon expiration of the tenure, but subject to one time. The tenure of the directors and supervisors shall start from the date of first congress of said term.

Article 20:

The directors and supervisors shall be relieved of their functions, when in the following situations:

1. Deprived of membership.
2. Resign due to certain reason and approved by the board of directors or the board of supervisors.
3. Recalled or dismissed from office.
4. Suspended from the rights for a term of longer than a half of the tenure.

Article 21

The Association has a secretary general, who is in charge of administrative affairs. There are certain numbers of staffs. Their employment and discharge shall be approval of BOD as proposed by the chairman and shall report to competent authority for record. However, the discharge of secretary general shall report to the competent authority for record in advance.

Article 22

This Association may establish various committees, teams, or other internal operation organizations. The BOD shall draw up the simplified organizational rules and promulgate after approval of competent authority, which is also applied to the amendment.

Chapter 4: Meeting

Article 23

The member's (member representative's) congress of the Association is divided into two types: periodical congress and provisional meeting, and both shall be convened by the chairperson of the board of directors.　 In all cases except for the provisional congress due to emergency, the written notice shall be provided fifteen days in advance. Periodical congress shall be held once every year; a provisional congress shall be called where it is deemed as necessary by the board of directors, or at the request of not less than one-fifth of the members (member representatives), or required by the board of supervisors.

Article 24

When unable to be present in the member’s (member representative’s) meeting, member (member representatives) could authorize other member (member representatives) in writing. One member (member representative) can only be authorized by one other member (member representative).

Article 25

A resolution of the member's (member representative's) congress requires the attendance of more than one half of the members (member representatives) and the consent of more than one half or majority of the attendees. However, the following matters may be resolved only with the consent of not less than two-thirds of the attendees:

1. Formulation and amendment of the constitution.
2. Dismissal of a member.
3. Recall of a director or supervisor.
4. Disposal of properties.
5. Dismiss of the association.
6. Other important matters related to the rights and obligations of the members.

After registration of this Association, the amendment of constitution may be implemented by the consent of more than three-fourths attendees or written consent of more than two-thirds of all members (member representatives).

Article 26

The board of directors and the board of supervisors shall hold a meeting every four (4) months, and may call joint or provisional congress when and where it is deemed as necessary. Aside from for provisional congress, to convene preceding congresses, the Association shall give a written notice in seven days before and the resolutions shall be adopted by the concurrence of a majority of the votes in a meeting attended by over one half of total directors and supervisors, respectively.

Article 27

The directors shall attend the board meeting, while the supervisors shall attend the supervisor’s meeting. Absence of directors and supervisors without due reasons for two (2) consecutive times will be regarded as resign.

Chapter 5: Funds and Accounting

Article 28

The financial sources of the Associations are as follows:

1. Admission fee: NT$1,000 per person paid as join the Association.
2. Perennial membership dues: NT$1,000 per person per year.
3. Funds for public undertakings
4. Donations from the members
5. Entrusted incomes
6. Fund and its interests
7. Other incomes

Article 29

The fiscal year of this Association is calendar year from January 1 to December 31.

Article 30

The board of directors shall prepare annual projects, budget, and employee remuneration, and must submit to member’s congress for approval (submit to BOD first if the member’s congress could not be hold on time for causes), and then report to competent authority for record. The BOD shall prepare annual projects, final accounts, cash flow, balance sheets, financial catalog, and fund statement, and send to supervisors for audit with opinions to Board of Directors before submitting them to the member’s congress for acceptance. After that, those reports shall be submitted to the competent authority for record (report to competent authority first if the member’s congress could not be hold on time).

Chapter 6: Supplementary Provisions

Article 31

After dismiss of this Association, the remaining properties shall be attributed to local self-government group or organizations appointed by competent authority.

Article 32

Anything not addressed in this Constitution shall be governed by and construed in related regulations.

Article 33

The Constitution and the amendments to the constitutions shall come into force upon approval by the member’s congress and reported to competent authority for record.