Chapter I – General Provisions

Article 1

The official name of this organization is the Taiwanese Coral Reef Society (TCRS).

Article 2

The Society is established in accordance with the Civil Associations Act of the Republic of China (Taiwan) and is a non-profit organization.

Article 3

The purposes of the Society are to maintain the ecological balance of coral reef ecosystems, protect coral reef environmental quality, conserve coral reef natural resources, and promote academic research related to coral reefs.

Article 4

The Society operates within the entire administrative territory of the Republic of China (Taiwan).

Article 5

The registered office of the Society shall be located within the jurisdiction of the competent authority. Branch offices may be established upon approval by the competent authority. The addresses of the head office and branches must be filed with the competent authority for record upon establishment or any changes.

Article 6

The Society shall carry out the following missions:

1. Investigate and conduct research on coral reef biological resources, protect coral reef habitats, and propose plans for their sustainable use.
2. Conserve coral reef organisms and ecosystems.
3. Strengthen the protection of coral reef environments, ensure clean marine water quality, and eliminate activities harmful to coral reef ecology.
4. Organize environmental education programs on coral reef ecosystems and publish related educational materials.
5. Promote responsible coral reef recreational activities.
6. Foster collaboration and communication among relevant domestic institutions and organizations.

Article 7

The competent authority for the Society is the Ministry of the Interior, and the authorities in charge of the Society’s functional affairs are the Ministry of the Interior, the Council of Agriculture, Executive Yuan, and the Environmental Protection Administration.
 

Chapter II – Membership

Article 8

The membership of the Society shall be classified into the following five categories:

1. Individual Members: An entrance fee of NT$500 and an annual membership fee of NT$1,000 shall be paid.
2. Organizational Members: An entrance fee of NT$2,000 and an annual membership fee of NT$10,000 shall be paid. Each organizational member shall designate one representative to exercise membership rights.
3. Associate Members: Individuals under the age of 20 or students currently enrolled in an academic institution. The entrance fee is NT$500, and the annual membership fee is NT$200.
4. Sponsoring Members: Individuals or organizations that provide sponsorship to the Society may be appointed as sponsoring members upon approval by the Board of Directors.
5. Lifetime Members: Individual members who either (a) make a one-time payment of NT$10,000 as membership dues, or (b) undertake research projects on behalf of the Society and contribute a cumulative amount of NT$200,000 or more in administrative fees over a period of three years, may be approved by the Board of Directors as lifetime members and shall be exempt from future annual membership fees.

All applicants must complete a membership application form. Associate members shall submit relevant supporting documents. Membership shall be granted upon approval by the Board of Directors and payment of the prescribed dues.

Article 9

Members who violate laws, the bylaws of the Society, or fail to comply with resolutions adopted by the General Assembly may be subject to warning or suspension of rights by resolution of the Board of Directors. In cases of serious misconduct that adversely affect the Society, members may be expelled by resolution of the General Assembly.

Article 10

Membership shall be terminated under any of the following circumstances:

1. Loss of eligibility for membership.
2. Expulsion by resolution of the General Assembly.

Article 11

Members may withdraw from the Society by submitting a written notice.

Article 12

Membership fees and other dues already paid shall not be refunded upon withdrawal or termination of membership.

Article 13

Members shall have the rights to vote, to elect, to be elected, and to recall. Each member is entitled to one vote. However, associate and sponsoring members do not possess these rights.

Article 14

Members shall have the obligation to comply with the bylaws and resolutions of the Society and to pay membership dues. Members who fail to pay dues shall forfeit their rights as members. Those who fail to pay dues for two consecutive years shall be deemed to have withdrawn from the Society. Members who have withdrawn, been expelled, or had their rights suspended may apply for reinstatement. Except in cases where justified reasons are approved by the Board of Directors, all outstanding dues must be settled before reinstatement.
 

Chapter III – Organization and Responsibilities

Article 15

The General Assembly shall be the highest authority of the Society. The Board of Directors shall be the executive body and shall exercise the powers of the General Assembly when it is not in session. The Board of Supervisors shall serve as the supervisory body.

Article 16

The General Assembly shall have the following powers:

1. To enact and amend the Bylaws.
2. To elect and recall Directors and Supervisors.
3. To determine the amounts and methods of collecting entrance fees, annual membership dues, operational fees, and donations.
4. To review and approve the annual work plans, reports, budgets, and final accounts.
5. To decide on the expulsion of members.
6. To approve the disposal of Society assets.
7. To resolve on the dissolution of the Society.
8. To decide on other important matters relating to members’ rights and obligations.

Article 17

The Society shall have twenty-one (21) Directors and seven (7) Supervisors elected by the members, who shall respectively form the Board of Directors and the Board of Supervisors.

1. At the time of election, five (5) alternate Directors and two (2) alternate Supervisors shall also be elected. When vacancies occur, alternates shall fill the positions in order of precedence for the remainder of the original term.
2. The ranking of elected Directors, Supervisors, and alternates shall be determined by the number of votes received. In case of a tie, the result shall be decided by drawing lots.

Article 18

The powers of the Board of Directors are as follows:

1. To convene meetings of the General Assembly.
2. To review and approve member qualifications.
3. To elect and recall Executive Directors and the Chairperson.
4. To approve the resignation of Directors, Executive Directors, or the Chairperson.
5. To appoint and dismiss staff members.
6. To draft annual work plans, reports, budgets, and final accounts.
7. To propose a reference list of candidates for the next Board of Directors and Board of Supervisors.
8. To carry out other necessary duties and responsibilities.

Article 19

The Board of Directors shall elect five (5) Executive Directors from among its members. The Chairperson shall be elected by and from among the Executive Directors.

1. The Chairperson shall manage all internal affairs of the Society and represent the Society externally. The Chairperson shall also serve as the presiding officer of both the General Assembly and the Board of Directors.
2. When the Chairperson is unable to perform their duties, an Executive Director shall be designated as acting Chairperson. If no designation is made, the Executive Directors shall elect one among themselves to act as Chairperson.

Article 20

The powers of the Board of Supervisors are as follows:

1. To supervise the operations of the Board of Directors.
2. To audit the annual final accounts.
3. To elect and recall the Executive Supervisor.
4. To approve the resignation of Supervisors or the Executive Supervisor.
5. To carry out other supervisory duties.

Article 21

The Board of Supervisors shall elect one (1) Executive Supervisor from among its members. The Executive Supervisor shall oversee day-to-day supervisory affairs and serve as Chair of the Board of Supervisors. If the Executive Supervisor is unable to perform their duties, a Supervisor shall be designated to act in their place. If no designation is made, the Supervisors shall elect one among themselves to act as Executive Supervisor.

Article 22

The term of office for Directors and Supervisors shall be three (3) years, and they may be re-elected. However, the Chairperson may be re-elected for only one additional consecutive term. The term of office shall commence from the date of the first meeting of the newly elected Board of Directors.

Article 23

All Directors and Supervisors shall serve on a voluntary, unpaid basis.

Article 24

A Director or Supervisor shall be removed from office under any of the following circumstances:

1. Loss of eligibility for membership.
2. Voluntary resignation approved by the Board of Directors or Board of Supervisors.
3. Dismissal or recall from office.
4. Suspension from rights for more than half of the term of office.

Article 25

The Society shall have one Secretary-General and a number of staff members, appointed by the Chairperson with the approval of the Board of Directors and reported to the competent authority for record. Dismissals shall follow the same procedure.

Article 26

The Society may establish various committees, research or investigation groups, and other internal operational bodies. The organizational guidelines for such bodies shall be drafted by the Board of Directors and shall take effect upon approval by the competent authority. Amendments shall follow the same procedure.

Article 27

The Society may appoint Honorary Chairpersons, Honorary Directors, and Advisors by resolution of the Board of Directors. The Honorary Chairperson shall serve for life. The term of appointment for Honorary Directors and Advisors shall coincide with the term of the current Directors and Supervisors.
 

Chapter IV – Meetings

Article 28

The General Assembly shall be classified into Regular and Extraordinary Meetings. All meetings shall be convened by the Chairperson, with written notice issued at least fifteen (15) days in advance. Regular Meetings shall be held once per year. Extraordinary Meetings shall be convened when deemed necessary by the Board of Directors, upon the request of more than one-fifth of the members, or upon written request from the Board of Supervisors.

When the total number of members exceeds 300, the General Assembly may be substituted by a Representative Assembly elected proportionally by regions. The election procedures for member representatives shall be formulated by the Board of Directors and submitted to the competent authority for approval before implementation.

Article 29

A member who is unable to attend the General Assembly in person may authorize another member in writing to attend and vote on their behalf. Each member may only act as a proxy for one other member.

Article 30

Resolutions of the General Assembly shall require the attendance of more than half of the members and approval by a majority of those present. However, the following matters shall require the approval of at least two-thirds of the attending members:

1. Enactment or amendment of the Bylaws.
2. Expulsion of members.
3. Recall of Directors or Supervisors.
4. Disposal of property.
5. Dissolution of the Society.
6. Other major matters affecting the rights and obligations of members.

After the Society has registered as a legal entity, amendments to the Bylaws shall require the approval of at least three-fourths of the attending members or written consent from at least two-thirds of all members.

Article 31

The Board of Directors and the Board of Supervisors shall each convene at least once every six months. Joint or Extraordinary Meetings may be held as necessary. Except for Extraordinary Meetings, written notice shall be given at least seven (7) days in advance. Resolutions at these meetings require the attendance of more than half of the Directors or Supervisors and the approval of a majority of those present.

Article 32

Directors shall attend Board of Directors meetings, and Supervisors shall attend Board of Supervisors meetings in person; proxies are not permitted. Board and joint meetings may be held via video conferencing. Participation via video conferencing shall be deemed attendance in person, and sign-in and voting procedures shall be managed in accordance with the video system functions.
However, matters involving elections, by-elections, recalls, and formulation of organizational rules shall not be handled via video conferencing. Any Director or Supervisor who is absent without cause for two consecutive meetings shall be deemed to have resigned.

 

Chapter V – Finance and Accounting

Article 33

The Society’s sources of funding are as follows:

1. Entrance fees.
2. Annual membership dues.
3. Business operation fees.
4. Member donations.
5. Commissioned project income.
6. Interest from funds.
7. Other income.

Article 34

The fiscal year of the Society shall begin on January 1 and end on December 31 of each year.

Article 35

Before the beginning of each fiscal year, the Board of Directors shall prepare the annual work plan and income-expenditure budget. Within three months after the end of the fiscal year, the Board shall also prepare the previous year’s work report and financial statements, which shall be reviewed by the Board of Supervisors. The Supervisors’ review opinion shall be submitted to the Board of Directors, along with the current year’s work plan and budget, for submission to the General Assembly (or Representative Assembly) for approval and then reported to the competent authority for record.

If the General Assembly cannot be convened on time, the documents may first be approved by the Board of Directors and Board of Supervisors or in a joint meeting, and subsequently submitted to the General Assembly for ratification and to the competent authority for record.

Article 36

Upon dissolution of the Society, any remaining assets shall be turned over to the local self-governing body or another organization designated by the competent authority.

 

Chapter VI – Supplementary Provisions

Article 37

Any matters not stipulated in these Bylaws shall be handled in accordance with relevant laws and regulations.

Article 38

Detailed rules of procedure for the Society shall be formulated by the Board of Directors.

Article 39

These Bylaws shall take effect upon approval by the General Assembly and subsequent ratification by the competent authority. The same shall apply to any amendments.