Club Constitution

Article I
Name and Objective

1.1 This organization shall be known as the American Club in China, located Taipei, Taiwan – hereinafter called the “Club or ACC.”

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 eleven (11) elected Voting Bondholders – no more than three (3) of which may be Associate Voting Bondholders – plus three (3) Alternate Governors elected to serve in case of vacancy all of which are elected either by block voting 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 The Board of Governors shall have and be vested with all powers generally required for the proper operation and maintenance of the Club unless otherwise reserved by this Constitution or by applicable local laws or statutes.
Primary Board of Governors duties include but are not limited to the following:

    (a) Strategic planning and programming for Club activities;

    (b) To establish, from time to time, joining fees, bonds, assessments, dues and other charges payable for all classes of Club Members subject to the provisions and limitations hereinafter set forth;

    (c) To approve candidates for Club Membership;

    (d) 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;

    (e) Proposing and/or voting on resolutions that support Club goals and improve overall operating efficiency/effectiveness;

    (f) Maintaining/upgrading Club facilities, equipment and staff so they meet both recognized international standards as well as Club Member needs;

    (g) Ensuring that Club operations comply fully with all local laws and ordinances;

    (h) Appointment of an External Auditor to audit the financial books and records of the Club;

    (i) To fix, enforce and remit penalties for the breach of the Club’s Constitution and Rules; to discipline, impose fines, suspend and to recommend the expulsion of Members subject to the provisions and limitations hereinafter set forth;

    (j) Setting the agenda for a general meetings;

    (k) Determining membership qualifications;

    (l) Electing or impeaching the president;

    (m)Handling the resignation of a governor or the president;

    (n) Hiring or terminating work staff;

    (o) Preparing the annual work plan, reports, budgets and settlement of accounts; and Other matters to be carried out.

2.3 To fulfill Club operating requirements, the Board of Governors shall have the power to establish bank accounts, borrow or invest monies, mortgage or pledge properties belonging to the Club, and may perform all such related financial activities as designated by the membership at a General Meeting. All these financial activities shall require a majority of votes of the Board of Governors. (Refer to Article 12.14)

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 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. The term of office shall commence on the date of the first meeting of the Board of Governors after the Annual General Meeting at which the Governor was elected or if elected at an Extraordinary General Meeting, on the first day of the month following their election. Governors newly elected at the Annual General Meeting shall serve from the time of their election as an ex offico member of the Board of Governors until the day immediately before the first meeting of the Board of Governors. During this time, they will serve without a vote.

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 block voting 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;

    (d) Ensuring that Club operations comply fully with all local laws and regulations governing Club conduct and/or operations.

    (e) Supervising the work carried out by the Board of Governors;

    (f) Nominating a convener of Supervisors Meetings from amongst themselves;

    (g) Handling the resignation of a supervisor; and

    (h) Other matters requiring supervision.

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 4.8 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 thru a General Meeting.

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. The term of office shall commence on the date of the first meeting of the Board of Supervisors after the Annual General Meeting at which the Supervisor is elected or if elected at an Extraordinary General Meeting, on the first day of the month following their election. Supervisors newly elected at the Annual General Meeting shall serve from the time of their election as an ex offico member of the Board of Supervisors until the day immediately before the first meeting of the Board of Supervisors.

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, 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. 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 although no more than two one (1) year terms may be successive. All other BOG officers may be reelected without restriction so long as they still serve as an elected Board member.

4.2 Each year, at the first Board of Governors meeting 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’s 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.

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 Board of Governor 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 such Board Committees as are necessary to facilitate the Club’s effective operation. Such committees may include but are not limited to: House, 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 be any Voting Bondholder. 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 Board 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 not less than 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 Voting Bondholders 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 General 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, the election shall be determined by a draw of lots. In the event that the elected nominee is not present, or is present but still does not draw a lot despite being called three (3) times, the Chairperson of the meeting shall draw a lot on his/her behalf. 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 as Alternates Governors and Supervisors 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 date of the first meeting of the Board of Governors and Supervisors after the Annual General Meeting at which they are elected or if elected at an Extraordinary General Meeting on the first day of the month following their election. From the date of their election at the Annual General Meeting thru the day immediately before the first meeting of the Board of Governors and Supervisors the newly elected Governors and Supervisors shall serve as ex offico members of their respective Board. The first elected Board of Governors and Supervisors of the Club shall have six Governors and one Supervisor serving for a two year term and not less than three Governors serving for a one year term. Subsequently elected Governors and Supervisors are to serve for a two year term.

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 amenities, focus programs, and/or financial condition. The Board of Governors shall also have the right to institute privileges or requirements for each of those membership categories described herein that do not conflict with the basic rights and obligations for such membership categories. Such maximum number of Members shall exclude Special, Honorary and Guest memberships.

7.2 Memberships are available to all qualified individuals who subscribe to the Club’s charter and fundamental objectives and agree in writing to follow the rules of the Club as set forth in this Constitution or the Rules of the Club. Memberships, however, will be denied to persons who either:

    (a) Have violated the laws and/or ordinances, 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 The following is a listing of Member Categories:

    i) Long-term (Full) Memberships (“Voting Bondholders”)

      (1) Regular
      (2) Associate
      (3) Corporate (Regular Corporate and Associate Corporate)
      (4) Legacy (Regular Legacy and Associate Legacy)
      (5) Special Senior (Regular Special Senior and Associate Special Senior)
      (6) AIT / Diplomatic

    ii) Term Memberships

      (1) Quarterly
      (2) One Year Term
      (3) Two Year Term

    iii) Non-Resident Memberships

    iv) Junior Memberships

    v) Social Memberships

    vi) Non-resident Life Memberships (this classification is closed to the admittance of any additional members after 10:00 am on November 23, 2013.

    vii) 2nd Generation Memberships (this classification is closed to the admittance of any additional members after 10:00 am on November 23, 2013.

    viii) Special Memberships

      (1) Church
      (2) Other

    ix) Honorary Memberships

    x) Guest Memberships

7.4 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.

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

7.6 A Corporate Membership is one which is owned by a business concern, whether operated as a corporation, partnership, limited liability company or proprietorship. Such business concern will designate one individual the benefit of the Corporate Membership; provided however, that the individual then designated shall also be subject to the approval of the Board of Governors in the usual manner of nominees for Membership. Subject to the terms of this Constitution, the qualifications for the designated individual to enjoy the benefits of a Corporate Membership shall be the same as required for Regular Membership. Any such business concern may not acquire more than ten (10) Corporate Nominees per Membership, each of which shall pay the full joining fees, bond, dues, assessments and other charges as specified by the Board of Governors subject to the provisions and limitations hereinafter set forth. The designated individual shall be entitled to full use of the Club’s facilities subject to the Club’s Constitution and Rules. The business concern may transfer the individual membership designation from one individual to another individual, again subject to this Constitution, the approval by the Board of Governors and to such financial and other terms imposed upon such transfer as may have been adopted by the Board of Governors. The business concern shall ultimately be liable for the payment of Club dues, assessments and other charges should its designated nominee fail to pay the same. Consistent with the requirements of section 7.4 above Corporate Memberships may either be Regular Corporate or Associate Corporate Memberships.

7.7 A Legacy Membership is available to the son or daughter of the owner of a Long-term (Full) Membership subject to certain additional requirements. The nominee must not be older than thirty (30) years of age at the date of nomination and be the son or daughter of the owner of a Long-term (Full) Membership who is in good standing at the date of nomination and who has been a Long-term (Full) Member in good standing for at least five (5) year prior to said nomination. Consistent with the requirements of section 7.4 above Legacy Memberships may be either Regular Legacy or Associate Legacy Memberships.

7.8 A Special Senior Membership is available to the owner of a Long-term (Full) Membership who has met certain additional requirements. Such owner must be at least seventy-five (75) years of age and have been a Voting Bondholder of the Club for not less than thirty (30) years at the time the request for Special Senior status is made to the Board of Governors. Such request must be made in writing. Consistent with the requirements of section 7.4 above, Special Senior Memberships may be either Regular Special Senior or Associate Special Senior Memberships.

7.9 AIT / Diplomatic Memberships are available to employees of the American Institute in Taiwan. All Members listed under this section are classified as Regular Members.

7.10 Term Memberships are available to either residents and/or non-residents of The Republic of China. Term Memberships may be either quarterly, one year or two year terms. Term Memberships have no voting rights. Consistent with the requirements of section 7.4 above Term Memberships may be either Regular Term or Associate Term Memberships.

7.11 A Non-resident Membership is available for individuals who have no principal place of business or have no residence in Taipei, Taiwan or within a radius of one hundred (100) kilometers from the City Limits there of. Non-resident Members shall be entitled to full use of the Club’s amenities subject to the Club’s Constitution and Rules. Non-Resident Membership have no voting rights. Consistent with the requirements of section 7.4 above Non-resident Memberships may be either Regular Non-resident or Associate Non-resident Memberships.

7.12 Junior Memberships are available to individuals who must be less than thirty-five (35) years of age at the time of nomination. Junior Members shall be entitled to the full use of the Club’s amenities subject to the Club’s Constitution and Rules. Junior Memberships have no voting rights. Not later than attaining the age of thirty-five (35), Junior Members must make a written request to the Board of Governors for Long-term (Full) Membership or other eligible classification or resign from the Club. Such Junior Members shall pay any difference in joining fees or bond from that previously paid and that of the new Membership classification based on such fees at the time of admittance to the Club as a Junior Member based on such terms and conditions as the Board of Governors may determine is in the best interests of the Club. Consistent with the requirements of section 7.4 above Junior memberships may be either Regular Junior or Associate Junior memberships.

7.13 Social Memberships – 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. 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. Social Members do not have voting rights. Classification as either Regular or Associate Social Members shall be consistent with the requirements of section 7.4 above.

7.14 Prior to 10:00 am on November 23, 2013, the Board of Governors could designate Non-resident Life Members from time to time. Any departing Regular or Associate Member could, 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 subject to the provisions and limitations hereinafter set forth.

    (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 Non-resident 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).

    Consistent with the provisions of section 7.4 above Non-resident Life memberships may be either Regular or Associate Non-resident Life Memberships.
    Effective after 10:00 am on November 23, 2013, this Membership classification is closed to the admittance of any additional Members.

7.15 2nd Generation Memberships – Prior to 10:00 am on November 23, 2013, individuals who were the son or daughter of a Regular or Associate Member were able to join the Club as a 2nd Generation Member. Such Members are entitled to the full use of the Club’s amenities subject to the Club’s Constitution and Rules. 2nd Generation Memberships have no voting rights. Consistent with the requirements of section 7.4 above 2nd Generation memberships may be either Regular 2nd Generation or Associate 2nd Generation Memberships.

7.16 Special Memberships – Certain Special Memberships may be granted by the Board of Governors at its sole discretion. These Memberships fall into the following categories:

    i) Church – The Board of Governors may designate the Senior Religious heads at major denominations of religious organizations in Taipei as Church Members. Such Members are entitled to the full use of the Club amenities subject to the Club’s Constitution and Rules. Church Memberships have no voting rights.

    ii) Other – The Board of Governors may from time to time at its sole discretion designate Other Special Memberships. Such Members are entitled to full privileges to use the Club as a Guest Member but do not pay joining fees or dues. As a reward for distinguished service, all past presidents will automatically be entitled to an Other Special Membership entitled to full privileges to use the Club as a Guest Member at the completion of their respective term(s) in office. Other Special Memberships do not have voting rights.

7.17 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 joining 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.

7.18 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 at its sole discretion. 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.
The Board of Governors shall decide tenor for Guest Membership and all fees and dues payable by Guest Members from time to time subject to the provisions and limitations hereinafter set forth.

7.19 Long term (Full) Memberships owning a Membership Bond shall be entitled to one (1) vote at all General Meetings and shall be considered a “Voting Bondholder” (entitled to voting rights, election rights, right of being elected and right to recall). Corporate Members shall designate the individual who holds their membership and who will be their Voting Bondholder.

7.20 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 Taipei, Republic of China shall be given priority to become new Club-members.

7.21 Upon proper application and at its sole discretion, the Board of Governors may designate any Member as temporarily “absent”. Such leave of absence must be for a period of at least one (1) year and the Member must leave their bond on deposit with the Club during such leave of absence.

7.22 Membership applicants should not be less than twenty-one (21) years of age. Membership applications will 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.

7.23 Liabilities for Members of the Club shall be limited to their Club contributions in the form of membership joining fees, bonds, assessments, 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.

7.24 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.

7.25 After review by the Membership Committee and at least ten (10) days prior to any action on the Membership application each candidates name and the category of Membership for which the application has been made shall be posted on the Club’s bulletin board.

7.26 Acceptance for Club membership requires the vote of a majority of the Board of Governors at 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 joining fees and bond payments 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.

7.27 If the new/replacement applicant fails to pay all required joining fees, bonds 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.

7.28 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.

7.29 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.

7.30 Resignation from Club membership shall be made in writing. This resignation cannot be officially accepted until the resigning member has paid off all amounts due or owing to the Club.

7.31 For all membership categories other than Special Memberships, Honorary Memberships, Guest Memberships and transferrable memberships sponsored by corporations and/or organizations at the time of transfer (see Section 7.33) 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.

7.32 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 subject to the provisions and limitations hereinafter set forth.

7.33 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, at its sole discretion, shall set the amount of the bond subject to the provisions and limitations hereinafter set forth. 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 joining fee as stipulated in Article 7.34. The Board of Governors may charge a transfer fee on such transfer. The Board of Governors at its sole discretion will set such fee subject to the provisions and limitations hereinafter set forth.

7.34 Upon joining the Club, all members will be required to pay a non-refundable joining fee as specified by the Board of Governors subject to the provisions and limitations hereinafter set forth. Unless otherwise noted, the only memberships exempt from this initiation fee will be Special Memberships, Honorary Memberships, Guest Memberships and transferable memberships sponsored by corporations and/or organizations at the time of transfer (see section 7.33).

7.35 Subject to the provisions and limitations hereinafter set forth, monthly dues will be assessed as determined from time to time by the majority of the duly elected Board of Governors.

Article VIII
Club Fees and Dues

8.1 Joining fees, bonds, dues, assessments and all other applicable charges, for each class of Club membership shall be established by the Board of Governors and submitted to the General Meeting for approval, and will be carried out after being approved by the competent authorities.

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 delinquent for sixty (60) days will find their names published and/or posted on the Club bulletin board.

8.5 In cases where member accounts are delinquent for either ninety (90) days or more the Board may take such action as in their discretion is in the best interest of the Club, including imposing fines upon the delinquent Member, further suspension of credit, notice to Member of proposed expulsion or making such arrangements with the Member as may be deemed by the Board of Governors to be in the best interest of the Club. Should the Board of Governors determine that suspension or expulsion is the appropriate remedy, the Board of Governors shall follow the procedures set forth in Section X of this Constitution. If an account is turned over for collection, by suit or otherwise, the Member agrees to pay all costs of collection including reasonable attorney’s fees.

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 Subject to the Constitution and terms and conditions that the Board of Governors may from time to time establish 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 Club charges incurred by 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 The Board of Governors shall have the right to impose disciplinary action such as by fine, suspension, denial of privileges or suspension or limitation of credit, as to any Member of the Club or the spouse or any dependent of said member for any of the following:

    i) A violation of the Constitution or the Rules of the Club by the Member, or the spouse or dependent of same; or
    ii) Conduct by the Member, or the spouse or dependent of the same, which though not constituting such violation, shall be deemed damaging to the interest and welfare of the Club.

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; or
      (f) Recommend the expulsion of the member from the Club.

In connection with the above actions the Board of Governors may impose a fine on such member as it determines is appropriate in the circumstances.
A Member is fully responsible for any violation or such conduct committed by and any indebtedness incurred by, any Guest or other person using the Club by virtue of that Member (including a spouse or family member) being eligible to use the Club.

Article X
Suspension / Expulsion of Members

10.1 Should the Board of Governors at a duly constituted Board of Governors meeting determine by a majority affirmative vote that suspension is to be considered as the appropriate remedy in a particular circumstance, then the Secretary shall, on behalf of the Board, direct written notice to the subject Member that action upon suspension shall be taken at the next regular Board of Governors meeting and shall give the Member notice of the time and place of such meeting, or any adjourned session, and the said Member shall be entitled to appear before the Board of Governors to present any reasons that the Member may have that a suspension action should not be taken. Said Member shall be excused from the meeting prior to a vote upon such suspension action by the Board of Governors. An affirmative vote for suspension of not less than two-thirds (2/3) of a quorum of the Board of Governors shall be required for suspension by the Board of Governors of any Member. The vote of the Board of Governors of suspension of the Member shall be final as to said Member for the period of the suspension, during which time the Member will be liable for timely payment of dues and assessments by the Board, and during which time the Member shall not be eligible to seek reinstatement or be admitted to the Club premises as either a guest or visitor. A vote of the Board which is not sufficient for suspension can be reviewed by the Board and a new vote taken on the suspension at any subsequent regular Board meeting, provided that the provisions of this Section 10.1, Article X, are followed for each meeting at which the Board wishes to review and again vote on whether the said Member should be suspended.

10.2 Should the Board of Governors at a duly constituted Board of Governors meeting determine by a majority affirmative vote that expulsion is to be considered as the appropriate remedy in a particular circumstance, then the Secretary shall, on behalf of the Board, direct written notice to the subject Member that action upon expulsion shall be taken at the next regular Board of Governors meeting and shall give the Member notice of the time and place of such meeting, or any adjourned session, and the said Member shall be entitled to appear before the Board of Governors to present any reasons that the Member may have that a expulsion action should not be taken. Said Member shall be excused from the meeting prior to a vote upon such expulsion action by the Board of Governors. An affirmative vote for expulsion action of not less than two-thirds (2/3) of a quorum of the Board of Governors shall be required for expulsion action by the Board of Governors of any Member. The conclusion of the Board of Governors for expulsion action of the Member shall be subject to the approval of a General Meeting of Voting Bondholders. The vote of the General Meeting for expulsion of the Member shall be final as to said Member for a period of five (5) years from expulsion, during which time the expelled Member shall not be eligible to be a nominee for new membership or association. A vote of the Board which is not sufficient for expulsion can be reviewed by the Board and a new vote taken on the expulsion at any subsequent regular Board meeting, provided that the provisions of this Section 10.2, Article X, are followed for each meeting at which the Board wishes to review and again vote on whether an expulsion action should be taken with respect to the said Member.

Article XI
Affiliation Agreements

11.1 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 XII
Annual General Meeting

12.1 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 12.5 and take action where required on all other matters on the agenda.

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

12.3 An Extraordinary General Meeting shall be called by the President, or in his/her absence from the Republic of China or disability, by the Vice President, within thirty (30) days after his/her receipt in writing of a request that such a meeting be called from not less than four (4) members of the Board of Governors or the Board of Supervisors or one tenth (1/10th) of the voting members.

12.4 An Extraordinary General Meeting may address matters as prescribed under Article 12.5 and take action where required on all other matters on the agenda.

12.5 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 Annual work plan and reports, if required.
    d) Adoption of draft resolutions introduced by Members, Governors and/ or Supervisors, if required.
    e) Enact and amend the Constitution.
    f) Amount and method for entry fees, annual dues and member donations.
    g) Expulsion of members.
    h) Disposal of property.
    i) Dissolution of the association.
    j) Other material matters regarding rights and obligations of Members.

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

12.7 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 12.14

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

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

12.10 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.

12.11 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.

12.12 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.

12.13 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 records not less than fifteen (15) days prior to the meeting.

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

    a) Expulsion of members from the Club
    b) Removal of members from the Board of Governors
    c) Removal of members from the Board of Supervisors
    d) Disposal of property
    e) Other material matters relevant to obligations and rights of members.

Amendments to the constitution must be by consent of more than three-fourths (3/4) of attending members or written consent of more than two-thirds (2/3) of all members.

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

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

12.17 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 XIII
Finance

13.1 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 XIV
Club Dissolution

14.1 The Club shall not be dissolved except for a vote of two-thirds (2/3) or more of all Voting Bondholders of the Club 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.

14.2 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.

Article XV
Indemnity

15.1 The Club shall indemnify every member of the Board of Governors, Board of Supervisors, and established Committee against expenses reasonably incurred in 20 connection with any action, suit or proceeding, civil or criminal, administrative or investigative, to which he may be or is made a party by reason of his being or having been a Board of Governors/Supervisors member or officer of the Club, or creditor from which he is not entitled to be indemnified; except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties.

15.2 In the event of an amicable settlement, the indemnification shall be provided only in connection with such matters covered by the settlement as to which the Club is advised by counsel, and that the person to be indemnified acted without negligence and that he did not commit a breach of duty or misconduct in the performance of his duties. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled.

15.3 The Club shall provide the members of the Board of Governors or Board of Supervisors, and established Committee or officer involved in the above-mentioned action, suit or proceeding with competent counsel, for the account of the Club. Should the Club fail to do so, the involved Board of Governor/Supervisor or Committee member or officer shall have the option of hiring a counsel of his choice. The amount payable by way of indemnity shall be determined and paid pursuant to a resolution adopted by a majority of the members of the Board of Governors. The costs and expenses incurred in defending the aforementioned action, suit or proceeding may be paid by the Club in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided for in the preceding paragraph, upon receipt of an undertaking by or on behalf of the Board of Governor/Supervisor Committee member or officer to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Club as authorized in this Article.

Article XVI
Miscellaneous Provisions

16.1 External Club Auditors – The Board of Governors shall annually appoint an External Auditor who shall audit the books of the Club and who shall prepare the Annual Balance Sheet and Profit and Loss Statement, and perform such other functions as the Board of Governors may prescribe. They shall submit their Audit Report in time for the Club’s Annual General Meeting.

16.2 Fiscal Year – The fiscal year of the Club shall begin on the first day of January and end on the last day of December of each year.

16.3 Legal Counsel – The Board of Governors shall annually appoint a Legal Counsel who shall advise the Board on all legal issues relating to the Club and its operations, determine and file the proper legal action against third parties or members of the Club and exercise such other functions as may be authorized by the Board.

16.4 Amendments – The provisions of this Constitution may be amended or repealed by at least a majority vote of the Board of Governors and the affirmative vote of the Voting Bondholders representing at least three fourths (3/4) of the Voting Bondholders at a regular Annual General Meeting or an Extraordinary General Meeting called for the purpose.

16.5 Interpretation – The Board of Governors shall decide upon all questions regarding the construction of the Constitution, Bylaws and Rules and Regulations of the Club. Such decisions shall be final and bindings unless overruled by a majority vote of the Long-term (Full) Members “Voting Bondholders” present at any regular Annual General Meeting or an Extraordinary General Meeting.

16.6 Effectively – The Constitution has been adopted by members at a general meeting and enters into force upon being approved by the competent authorities. The same would also apply to any subsequent amendments to the Constitution.