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Article I
Name and Objective

1.1	This organization shall be known as the American Club in China, located at 47 Pei-An Road, Taipei, Taiwan – hereinafter called the “Club.”
1.2	The Club represents a non-profit/non-governmental organization established primarily to serve the social and cultural needs of both the expatriate American and International communities in a family-friendly atmosphere – providing the highest quality food, recreation, and social activities.
1.3	The Club endeavors to promote international relations and foster positive culture interchange between expatriate citizens from the United States of America and citizens from either the Republic of China and/or all other countries.

Article II
The Board of Governors Applicable Duties, Powers and Term Limits

2.1

The American Club government is vested in its Board of Governors. The Board of Governors shall consist of no fewer than eleven (11) elected Voting Bondholders – no more than three (3) of which may be Associate Voting Bondholders – plus six (6) Alternate Governors elected to serve in case of vacancy either by secret ballot at an Annual General Meeting of voting Bondholders or at an Extraordinary General Meeting. A Board of Governors quorum shall consist of no fewer than six (6) Governors. To ensure regular due diligence, the Board of Governors shall meet a minimum of six (6) times per year.

2.2

Primary Board of Governors duties include:

(a)	Strategic planning and programming for Club activities;
(b)	Meeting regularly to review Club operations and ensure that the Club operates in accordance with its primary goals to serve the best interest of its members;
(c)	Proposing and/or voting on resolutions that support Club goals and improve overall operating efficiency/effectiveness;
(d)	Maintaining/upgrading Club facilities, equipment and staff so they meet both recognized international standards as well as Club Member needs; and
(e)	Ensuring that Club operations comply fully with all local laws and ordinances.

2.3

The Club endeavors to promote international relations and foster positive culture interchange between expatriate citizens from the United States of America and citizens from either the Republic of China and/or all other countries.

2.4

The Board of Governors shall have the power to establish, alter, add, or repeal House Rules and By-Laws. Unless immediate implementation is required by government regulation, all such acts shall be posted for one (1) month on the Club bulletin board and clearly announced either in the existing Club magazine (ACCENT) or the Club website prior to enforcement.

2.5

The Board of Governors retains the power to appoint and discharge all Club employees. It also retains the power to fix (or approve) the amounts of their remuneration whenever this power has not been duly delegated to the Club’s General Manager.

2.6

The Board of Governors, at its discretion may appoint a non-voting member to serve without voting privileges on the Board of Governors and who may be invited to attend all regular Board meetings. This individual shall be appointed not earlier than the second regular Board meeting following the Club’s annual election of Governors.

2.7

The Board of Governors shall operate in accordance within an established set of protocols that shall be maintained properly and updated whenever required.

2.8

To avoid potential conflicts of interest and ensure ethical conduct, all members of the Board of Governors shall serve as volunteers and thus may not be compensated for their services. As such, no serving or Alternate Governor may concurrently be employed by the Club as either an employee and/or a consultant.

2.9

Moreover, a member of the Board of Governors shall not act in his/her capacity as a Governor at any meeting at which his/her own conduct is called into question and shall routinely excuse him/herself from any Board/Committee meeting held to investigate a case in which he/she is either a direct complainant or a defendant.

2.10

The term of office for individually elected Governors shall be two (2) years and they may be reelected for no more than four (4) full 2-year terms during the lifetime of their being a member of the Club.

2.11

In the event that the list of Alternate Governors becomes depleted and the number of Governors falls below two-thirds (2/3) of the number established in Article 2.1, The President of the Board of Governors shall call an Extraordinary General Meeting of the Members to elect new Governors, as appropriate, to fill vacancies.

Article III
The Board of Supervisors Applicable Duties, Powers and Term Limits

3.1

The Club shall also elect a Board of Supervisors that shall consist of three (3) Voting Bondholders, no more than one (1) of which may be an Associate Voting Bondholder plus one (1) Alternate Supervisor to serve in case of vacancy. Like Governors, Supervisors shall be elected either by secret ballot at an Annual General Meeting of Voting Bondholders or at an Extraordinary General Meeting. To ensure regular due diligence, the Board of Supervisors shall also meet a minimum of six (6) times per year. Moreover, to ensure the Board of Supervisors upholds its primary counseling role – as a “check and balance” for the Board of Governors - it shall have no voting authority at Board of Governors meetings.

3.2

Primary Board of Supervisors duties include:

(a)	Overseeing the execution of Club affairs by the Board of Governors and/or General Manager;
(b)	Reviewing and approving the Club’s annual statement of accounts;
(c)	Ensuring that the Club operates in accordance with its primary goals so that Club-member rights are effectively preserved; and
(d)	Ensuring that Club operations comply fully with all local laws and regulations governing Club conduct and/or operations.

3.3

The Board of Supervisors shall operate in accordance with an established set of protocols that shall be maintained properly and updated whenever required.

3.4

If the Board of Supervisors uncovers specific, unresolved concerns regarding the appropriate conduct of Club affairs, then the Board of Supervisors (after meeting separately) may request separate review of this issue by either the Executive Committee (see Article V below) or make a written report with recommendations to be submitted at the Board of Governors next scheduled meeting. This matter will be explicitly documented in Board minutes and considered by the Board of Governors. If the Board of Supervisors is still dissatisfied with this outcome, it may bring this matter to the attention of the Club’s General Membership.

3.5

Matching section 2.10 above, the term of office for individually elected Supervisors shall be two (2) years and they may be reelected for no more than four (4) full 2-year terms during the lifetime of their being a member of the Club.

3.6

To avoid potential conflicts of interest and ensure ethical conduct, all members of the Board of Supervisors shall serve as volunteers and thus may not be compensated for their services. As such, no serving or Alternate Supervisor may concurrently be employed by the Club as either an employee and/or a consultant.

3.7

Moreover, a member of the Board of Supervisors shall not act in his/her capacity as a Supervisor at any meeting at which his/her own conduct is called into question and shall routinely excuse him/herself from any Board/Committee meeting held to investigate a case in which he/she is either a direct complainant or a defendant.

Article IV
Club Executive Officers Applicable Duties, Powers and Term Limits

4.1	Each year, at the first Board of Governors meeting after the annual election results are announced, the newly constituted Board of Governors shall nominate the following officers: - President - Vice President - Secretary - Treasurer that shall be elected by and from the Board of Governors.
4.2	Each year, at the first Board of Governors meeting after the annual election results are announced, the newly constituted Board of Supervisors shall also meet and appoint one Supervisor to join the Executive Committee to help oversee the Club’s daily affairs. This Supervisor will represent the Board of Supervisors in Executive Committee deliberations and brief his/her fellow Supervisors on a regular basis so they may be updated on critical items covered either at or between regular Board meetings.
4.3	The Executive Committee shall be composed of the President, Vice President, Secretary, Treasurer, General Manager and designated Supervisor. The General Manager and Supervisor remain non-voting members. The President serves as de facto Chairperson for the Executive Committee.
4.4	President --- The President shall supervise all affairs and actions of the Club. He/she presides at all Board of Governors, Annual General or Extraordinary General Meetings and retains authority to appoint qualified Chairpersons for all Board Committees, subject to Board of Governor approval. The President serves as the Club’s legal representative and, as such, retains the right to represent the Club in dealing with outside parties. The President shall serve for a term of one (1) year and may be reelected up to a total of four (4) full one 1-year terms. All other BOG officers may be reelected without restriction so long as they still serve as an elected Board member.
4.5	Vice President --- The Vice President shall assume all duties and responsibilities of the President in the event of the absence of the President. He/she is an integral Member of the Executive Committee and shall serve as Chairman of a Board Committee
4.6	Secretary --- The Secretary shall keep records of all BOG and Executive Committee meetings, issue correspondence and shall affix the Seal of the Club, with the authority of the Board of Governors. He/she is an integral Member of the Executive Committee and shall serve as Chairman of a Board Committee.
4.7	Treasurer --- The Treasurer shall oversee all financial matters of the Club. He/she serves as the de facto Chairperson for the Finance Committee. The Treasurer is an integral Member of the Executive Committee.
4.8	Executive Committee --- The Executive Committee shall be empowered to make decisions that can be made by the Board of Governors, for matters that arise between regularly scheduled Board meetings and that require immediate or timely decisions where a delay would not be in the Club’s best interest. Excluding confidential personal matters, decisions by the Executive Committee will be reported to the Board of Governors in a timely manner. In the event of a true emergency as determined by the Executive Committee, the matter shall be brought to the attention of the Board of Governors for resolution via a face-to-face meeting, via teleconference or via e-mail.

Article V
Board Committees

5.1	The President shall form nine (9) Standing and Permanent Board Committees. These committees are as follows: Facilities, Finance, Food & Beverage, Human Resources, IT, Membership, Rules, Social and Sports. The Board of Governors may form other ad hoc committees as deemed necessary.
5.2	To ensure Board accountability and facilitate regular communication, either a currently serving Governor or Supervisor should chair all Board committees. Other committee members may include either Regular and/or Associate Members. However, Regular Members must comprise a majority of both the Finance and Membership Committees.
5.3	All committees shall consist of a minimum three (3) members, including the Committee Chairperson, and shall meet at least once a quarter. To ensure progress, each committee shall provide a regular report of its activities and recommendations to the Board of Governors either a minimum once per quarter or whenever requested by the Club President.
5.4	The President or any member of the Board of Governors or Board of Supervisors may nominate Standing and Permanent Committee Chairpersons from either the Board of Governors and/or Supervisors. After appropriate deliberation, the Board of Governors will vote on these appointments.

Article VI
Board Election Process

6.1	To facilitate the annual Board Election process, the President shall appoint a Nominating Committee Chairperson from among either currently serving Governors or Supervisors. The Board of Governors shall ratify this appointee. The Nominating Committee Chairperson shall in turn select members of his/her committee from among other voting Bondholders.
6.2	The Nominating Committee shall prepare a slate of multiple nominees to stand for election either as Governors and/or Supervisors. Names of all nominees proposed by the Committee shall be posted on the Club bulletin board no less than thirty (30) days prior to election.
6.3	Additional nominees may qualify to run for either Governor and/or Supervisor by presenting a letter of nomination signed and seconded by twenty (20) Voting Bondholders, plus a statement signed by the Nominee of the intent to serve if elected. This letter should be presented to the Nominating Committee Chairperson twenty-one (21) days prior to the election. The names of all such Nominee(s) shall be noted on the ballot as "Additional Nominee(s)"
6.4	All nominees shall be members in good standing and should be members of the Club for not less than one (1) calendar year prior to their nomination.
6.5	Nominees receiving the highest number of votes cast by the voting Bondholders considered present at the Annual General or Extraordinary Meeting shall be elected as Governors, Supervisors, Alternate Governors and Alternate Supervisors (listed collectively as alternates). In the event of a tie for any of the positions, a Supervisor will place all relevant names on separate pieces of paper and draw the winner(s) in the presence of the currently serving Board and Membership. The winner(s) selected will take their position and the other will be listed as the first Alternate. The names of nominees elected as Governors and Supervisors shall be listed alphabetically. The names of nominees elected shall be listed in order of the number of votes they have received.
6.6	Elected Governors and Supervisors shall assume their respective duties and responsibilities in the Club on the first day of the month following their election.

Article VII
Membership

7.1

The Board of Governors maintains both the right and responsibility to determine the maximum number of members for each year, based upon the Club’s relevant physical capacity along with considerations regarding either its facilities, focus programs, and/or financial condition. The Board of Governors shall also have the right to establish and refine multiple membership categories.

7.2

Memberships are available to all qualified individuals who subscribe to the Club’s charter and fundamental objectives. Memberships, however, will be denied to persons who either:

(a)	Have violated the laws and/or ordinances, or whose public conduct or speech subverts the National Policies of either the Republic of China and/or the United States of America;
(b)	Are deprived of civil rights due to criminal acts;
(c)	Are narcotic addicts or who have similar bad habits; or
(d)	Are engaged in either improper or disreputable businesses that may damage either the Club’s reputation or its ability to achieve its primary objectives (as outlined in Article I)

7.3

Following are the Club’s three (3) major membership categories: Long-term (Full) Membership, Short-term Membership and Honorary Membership. Long-term Memberships are typically divided into either Regular or Associate Members. Short-term Memberships are typically divided into either Resident or Non-resident Members.

7.4

Membership applicants should not be less than twenty-one (21) years of age. Membership applications will only be accepted only in writing using the Club’s prepared format. Said application must be proposed by at least one (1) Regular voting Bondholder and seconded by another Regular voting Bondholder. Application proposals shall be submitted to the attention of the Membership Committee Chairperson.

7.5

Each household owning (or, in the case of a Corporate Bond, each household using) a Regular or Associate membership Bond shall be entitled to one (1) vote at all General Meetings and shall be considered a "Voting Bondholder."

7.6

A Regular member is defined as a citizen of the United States residing in the Republic of China. If either spouse within a single-family household is a United States citizen, then that family is defined as a Regular Member. If the Bondholder of record is a US registered corporation, then all members listed under this corporation are classified as Regular Members.

7.7

Upon proper application, the Board of Governors may designate any Regular Member who intends to reside outside of the Republic of China for more than one (1) year as temporarily "absent".

7.8

Regular Social Members shall enjoy all of the same rights and obligations as Regular Members except they are not entitled to use the Club’s athletic facilities unless designated by the Board of Governors.

7.9

Associate Members shall be citizens of any other nationality other than the United States of America, currently residing in the Republic of China.

7.10

No new Associate memberships may be established when the number of Associate Memberships equals forty-nine percent (49%) of the combined total of both Regular plus Associate Members. In principle, no single nationality should occupy more than one-half (1/2) of total Associate Memberships. To support the Club’s basic charter, expatriates residing in the Republic of China shall be given priority to become new Club-members.

7.11

Associate Social Members shall have the same rights and obligations as Associate Members except they will not be entitled to use the Club’s athletic facilities unless otherwise designated by the Board of Governors.

7.12

The Board of Governors may designate Non-Resident Life Members from time to time. Any departing Regular or Associate Member may, either upon or immediately prior to resignation from the Club, avail the option to purchase a Non-Resident Life Membership by paying a one-time fee.

(a)	Non-Resident Life members are entitled to full privileges to use the Club as a Guest Member, while a non-resident of the Republic of China. However, they shall neither: 1. Be entitled to share in the ownership of Club property and/or Club assets, nor 2. Be liable for any debts owed by the Club in the event of dissolution, nor 3. Have the privilege to vote and/or to serve on the Board, or any Board or ad hoc committees.
(b)	The Board of Governors maintains the right, from time to time, to establish and/or revise applicable fees and dues payable by Non-Resident Life Members for the use of the Club facilities.
(c)	Any Non-Resident Life Member shall, upon relocating back to the Republic of China as a resident, have the option to rejoin the Club based upon deposit of applicable bond and initiation fees currently being charged at the time of application. The Club will immediately offer the next available membership opening to such a Life Member, who upon acceptance will once again become a Regular or Associate Member as the case may be (without having to be placed on any Club membership waiting list).
(d)	As a reward for distinguished service, all past and future Club Presidents will automatically be entitled to a Non-Resident Life Membership, should they otherwise qualify without payment of any fee, at the completion of their respective term(s) in office.
(e)	Non-Resident Life Members may be designated from time to time by the Board.

7.13

Short-Term members may either be residents and/or non-residents of The Republic of China. Short-Term Resident Members are eligible to purchase quarterly memberships, whereas Short-Term Non-Resident Members may purchase either weekly and/or monthly memberships.

7.14

Honorary Members are typically individuals who occupy recognized positions of significant social stature in the Republic of China. To advance Club interests, the Board of Governors may at its discretion grant such memberships from time to time based upon both formal Board proposal and majority vote. Honorary Members shall pay no entry fees or monthly dues and shall be entitled to all the privileges of Regular Members except for voting rights, holding office, or serving on committees.

7.15

Guest Members shall be non-residents of the Republic of China and others who may be designated from time to time by the Board of Governors. They shall not have the privilege of voting, serving as either a member of the Board of Governors, Board of Supervisors, Board or any other ad hoc committees. They shall not be entitled to any share in Club ownership of property and/or assets and they shall not be liable in any way for any Club debts due or otherwise payable.

7.16

The Board of Governors shall decide tenor for Guest Membership and all fees and dues payable by Guest Members from time to time.

7.17

Liabilities for Regular Members, Associate Members, Social Members and Non-Resident Members to the Club shall be limited to their Club contributions in the form of membership bonds, entrance fees, initiation fees, monthly dues and/or charges that they incur while using Club facilities. Such members shall not be jointly liable with the Club for the Club’s debts.

7.18

After submission of all required documents and appropriate review by the Membership Committee, the names of all new/replacement applicants for Club membership shall be submitted to the Board of Governors for approval.

7.19

Acceptance for Club membership requires the vote of a quorum of a duly convened meeting of the Board of Governors. The decision of the Board of Governors shall be both binding and final. Upon approval of a new member application by the Board of Governors, the applicant shall be notified in writing within five (5) days and a bill for all dues and entrance fees payable will be mailed at the same time, along with a copy of the Constitution and the House Rules. At the same time, a notice of the approved application shall be published in the next available edition of the Club magazine or on the Club website as appropriate.

7.20

If the new/replacement applicant fails to pay all entrance fees and dues within one (1) month of notification for the acceptance of his/her application, the application shall be cancelled unless this initial delay is justified to the satisfaction of either the Finance Committee and/or the Board of Governors.

7.21

If the Board of Governors rejects a membership application for any reason, a formal rejection notice should be sent to the applicant within five (5) working days from this negative vote. The Board’s vote count may not be disclosed to anyone outside the Board of Governors.

7.22

All Club applicants are expected to provide full and honest disclosure within their membership application. If a majority of either the Board of Governors and/or Board of Supervisors subsequently determines that any applicant has been approved due to either misrepresentation and/or the withholding of pertinent information, they shall, after notice to the approved applicant, have the power to revoke his/her membership. No person, who has been proposed and rejected, may be re-proposed for membership for a period of twelve (12) months, except with specific consent of the Board of Governors.

7.23

Resignation from Club membership should always be made in writing. This resignation cannot be officially accepted until the resigning member has paid off his/her Club expenses in full.

7.24

In order to become a Regular, Associate or Social Member, each applicant must subscribe and make payment to the Club for a membership Bond, that shall constitute a borrowing by and liability of the Club. Such bonds are not transferable to any other party, but may be redeemed whenever the member officially resigns his/her membership from the Club or if the Club is dissolved.

7.25

The Club will issue a membership Bond to the accepted individual upon payment of the Bond as subscribed. The Board of Governors will set the amount of said Bond.

7.26

The Club will issue membership bonds to corporations or organizations on behalf of individual Club-members, upon payment of the bond subscribed. The Board of Governors shall set the amount of the bond. Such bonds will be issued in the name of the corporation or organization, and memberships that come as a result of subscription to these bonds will be transferable to any person of the cooperation or organization (provided the applicant is otherwise qualified for membership in the Club), without payment of the initiation fee as stipulated in Article 7.27

7.27

Upon joining the Club, all members will be required to pay a non-refundable initiation fee as specified by the Board of Governors. Unless otherwise noted, the only memberships exempt from this initiation fee will be Charter memberships, Honorary Members, Short-Term Members and transferable Memberships sponsored by corporations and/or organizations at the time of transfer.

7.28

Monthly dues will be assessed as determined from time to time by a quorum of the duly elected Board of Governors.

Article VIII
Club Fees and Dues

8.1	Entrance fees, dues, and all other applicable charges, for each class of Club membership shall be prescribed and levied by the Board of Governors.
8.2	The Board of Governors – in consultation with the Finance Committee – shall determine the basis and schedule upon which such fees, dues and other charges shall be paid.
8.3	All Club members are responsible to pay their monthly installment of annual dues (hereafter referred to as “monthly dues”) and all other indebtedness promptly before the end of the month following the month in which these charges were incurred. All payments to the Club must be made in a currency as determined by the Board of Governors, subject to compliance with relevant laws and regulations of the Republic of China.
8.4	Members whose accounts are continuously delinquent for sixty (60) days may find their names published and/or posted on the Club Bulletin board.
8.5	In cases where member accounts are continuously delinquent for either ninety (90) days or more the Board may call on the member to resign from Club membership.

Article IX
House Rules

9.1

The ACC Rules Committee, subject to proper approval from the Board of Governors, is charged with establishing, amending, and repealing House Rules that govern Club-member conduct. These House Rules will typically be published in either the Club Roster or on the Club website. Specific rules may also be posted near the entrance to (or inside) Club venues that they govern (e.g., the fitness center, swimming pool, etc.). House Rules will also be drafted with input from the Club’s General Manager and senior staff, because they are expected to administer these rules on a day-to-day basis.

9.2

Except for cases where immediate implementation is mandated by safety concerns and/or local regulation, approved rule changes shall be posted on the Club bulletin board, announced by e-news and/or published in the Club magazine thirty (30) days prior to implementation.

9.3

Club guests, who may be either resident or non-residents of the Republic of China, are eligible for admission to use Club facilities as guests of a responsible Club-member for a day only while they are accompanied by that host member. To ensure that proper courtesy is afforded to all Club members, accompanying members are fully responsible for both the behavior and/or any applicable expense payments required from their guests. Host members must enter the names of all of their guests in the Club’s official Guest Book located near the Club’s Lobby entrance and should routinely be present at the Club while their guests are on the premises. This limitation shall not apply to organized Club functions as approved by the Board of Governors.

9.4

If any member seriously violates Club Rules and/or By-Laws, or if the member’s public conduct or speech, in the opinion of either Club senior management, the Board of Governors and/or the Board of Supervisors, causes material injury either to the Club’s interests or reputation, the Board of Governors and/or Supervisors – in consultation with the Rules Committee and/or Club senior management – shall meet to consider this matter carefully. After proper investigation, the Board of Governors shall choose from the following courses of action (in order of increasing severity):

(a)	Do nothing
(b)	Issue an informal/verbal warning
(c)	Issue a formal warning with a request for apology as appropriate
(d)	Suspend the member for a maximum of six (6) months.
(e)	Call upon the member to resign immediately.

9.5

Suspensions shall require a vote of two-thirds (2/3) of a quorum of the Board of Governors duly convened. A suspended Member will still be liable for payment of his/her dues during their period of suspension. Members who have been suspended or expelled may not be admitted to Club premises as either a guest or visitor.

9.6

Expulsion shall require a vote of two-thirds (2/3) of the entire Board of Governors duly convened.

9.7

Members who are either expelled, forced to resign, or who resign voluntarily shall have no claims against Club property.

Article X
Affiliation Agreements

10.1

To either expand the benefits afforded ACC Club-members or otherwise enhance Club revenues, the Board of Governors may, from time to time, establish, amend and/or terminate affiliation agreements with other clubs. The Board will always attempt to ensure these agreements do not abridge current Club-member rights in any material way.

Article XI
Annual General Meeting

11.1

The Annual General Meeting of the Club will be held each year at a date, time and place to be determined by the Board of Governors. The Annual General Meeting will take up matters as prescribed under Article 11.5 and take action where required on all other matters on the agenda.

11.2

Notice of the date, time and place will be published for at least thirty (30) days prior to the meeting. Purposes of the General Meeting shall be indicated in the notice.

11.3

An extraordinary General Meeting may be called at any time by the President, or in his/her absence from the Republic of China or disability, by the Vice President, whenever he/she considers necessary or within sixty (60) days after his/her receipt in writing of a request that such a meeting be called from not less than three (3) members of the Board of Governors or not less than one tenth (1/10th) of the voting members.

11.4

An Extraordinary General Meeting may address matters as prescribed under Article 11.5 and take action where required on all other matters on the agenda.

11.5

Functions of the Club’s Annual General Meeting shall typically include, but not necessarily be limited to:

(a)	Election (or in extraordinary circumstances impeachment) of Governors and/or Supervisors.
(b)	Receipt and examination of Annual Club reports and/or Financial statements, if required.
(c)	Approvals for Club budgets, statement of accounts and other Club activities, if required.
(d)	Approvals for Club budgets, statement of accounts and other Club activities, if required.
(e)	Non-Resident Life Members may be designated from time to time by the Board.

11.6

Full details of any such action to be presented to the meeting must be included in the agenda for the meeting.

11.7

A quorum for the General Meetings is met when over one half (1/2) of the total voting Bondholders is present or by proxy. No action taken in a General Meeting in the absence of a quorum shall be a legal or binding action. All matters put to a vote shall be decided by a simple majority of the quorum except as stated in Article 11.14

11.8

Each Bondholder will be entitled to one (1) vote either in person or by absentee ballot.

11.9

No Voting Bondholders who are delinquent more than ninety (90) days in his/her accounts with the Club, will be allowed to vote.

11.10

If no quorum is present for the Annual General Meeting or an Extraordinary General Meeting, within thirty (30) minutes of the time designated, the meeting will be adjourned. The Board of Governors shall take the responsibility to create the necessary interest to guarantee the attendance of a quorum of members at the General Meeting or an Extraordinary General Meeting rescheduled within sixty (60) days from the original scheduled date.

11.11

The Club President shall convene and act as Chairperson for all General Meetings. In his/her absence, the Vice President will substitute for the President. In the rare event that both the President and Vice President cannot attend, the Chair will be taken by a member of the Board of Governors selected from those Board of Governors members present at the meeting. Decisions by the Chairperson at any General Meeting concerning procedural matters shall be final with regard to that meeting.

11.12

The Board of Governors will prepare an agenda for all General Meetings. The agenda will be posted on the Club bulletin board thirty (30) days prior to the meeting. Subjects not listed in the agenda will not be introduced at the meeting. Any subject that a group of voting Bondholders desires to have included in the agenda will also be included by the Board of Governors upon receipt, by the Secretary, of a written request submitted by over one tenth (1/10th) of the Voting Bondholders at least twenty (20) days prior to a General Meeting.

11.13

In addition to publishing and posting of notices and agendas of the General Meeting copies of all such notices and agendas will be mailed to each voting Bondholder at his latest address shown in the Club record not less than fifteen (15) days prior to the meeting.

11.14

Only a General Meeting may adopt the following actions, and then only by a greater than 2/3 majority vote of the voting members present in favor of such actions listed below:

(a)	Amendments to the Constitution
(b)	Removal of members from the Board of Governors
(c)	Removal of members from the Board of Supervisors

11.15

Full details for any such action to be presented to the meeting must be included in its agenda.

11.16

All General Meetings shall be conducted in accordance with the most up-to-date available edition of Roberts Rules of Order.

11.17

Minutes for the Annual General Meeting and/or Extraordinary General Meeting shall be reported to the competent authority for review within thirty (30) days of the date the meeting is convened (or if held over multiple days, adjourned).

Article XII
Finance

12.1

The Board of Governors and Supervisors – in direct consultation with the Finance Committee – shall maintain accurate financial accounts of all monies received and expended and of all Club assets and liabilities as noted according to generally accepted accounting principles. These financial accounts shall be reconciled and closed as of the last day of each month. The Annual Profit and Loss Statement, Balance Sheet and Statement of Cash Flows are available to any Club member upon written request to the Treasurer.

Article XIII
Club Dissolution

13.1	The Club shall not be dissolved except for a vote of two-thirds (2/3) or more of voting Bondholders present at a General Meeting called for the purpose and for which notice shall be given three (3) months previously in cases where the sanction of competent authorities has also been obtained.
13.2	Should the Club be formally dissolved, after all of its liabilities have been discharged, its remaining assets, if any, shall devolve to relevant local autonomous institutions of Taipei, Taiwan, Republic of China.