Club Constitution

Chapter I General Provisions

Article 1  This association is named “台北市美僑協會” in Chinese, and “American Club in China” in English. The association is located in Taipei, Republic of China.

Article 2  This association constitutes a non-profit organization established primarily to serve the needs of both the American expatriates and international communities and provide the highest quality of food, recreation, and social activities.

Article 3  This association endeavors to promote international relations and cultural interchange between the Republic of China, the United States of America and other countries.

Chapter II Membership

Article 4  Memberships are available to all qualified individuals who agree to the Articles of Association and fundamental objectives and agree in writing to follow the Articles of Association or the rules of the association. Memberships, however, will be denied to persons who either:

(a) Have violated local law or regulation, or whose words and deeds are contrary to the national policies of the Republic of China or the United States of America;
(b) Are deprived of citizen’s rights;
(c) Are alcoholic, narcotic addicts or who have similar bad habits; or
(d) Are engaged in either improper or disreputable businesses that may damage either the association’s reputation or its ability to achieve its primary objectives.

Article 5  The following is a listing of Member categories:

(a) Long-term (Full) Memberships:
(i)  Regular
(ii) Associate
(iii)Corporate (Regular Corporate and Associate Corporate)
(iv)Legacy (Regular Legacy and Associate Legacy)
(v) Special Senior (Regular Special Senior and Associate Special Senior) (vi)AIT / Diplomatic

(b) Term Memberships
(i)  Quarterly
(ii) One Year Term
(iii)Two Year Term

(c) Non-Resident Memberships

(d) Junior Memberships

(e) Social Memberships

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

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

(h) Special Memberships
(i)  Church
(ii) Other

(i)  Honorary Memberships

(j)  Guest Memberships

Article 6  Membership applicants should not be less than twenty-one (21) years of age.

Membership applications will be accepted only in writing using the association’s prepared format.   Said application must be proposed by at least one Regular Voting Bondholder and seconded by another Regular Voting Bondholder. Application proposals shall be submitted to the attention of the Membership Committee Chairperson.

Article 7  Long term (Full) Members 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 Bond and who will be their Voting Bondholder.

Article 8  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 that corporation are classified as Regular Members.

Article 9  Upon proper application, 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 association during such leave of absence.

Article 10  Associate Members shall be citizens of any other nationality other than the United States of America, currently residing in the Republic of China.

Article 11  A Corporate Membership is one which is owned by a business entity, whether operated as a corporation, partnership, limited liability company or proprietorship. Such business entity will designate one individual to exercise 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 these articles of association, 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 entity may not designate more than ten (10) Corporate Nominees per Membership, each of which shall pay the full joining fees, bond, dues, business fee 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 association’s facilities subject to the Articles of Association and the rules of association. The business entity may transfer the individual membership designation from one individual to another individual, again subject to the Articles of Association, 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 entity shall ultimately be liable for the payment of association dues, business fee and other charges should its designated nominee fail to pay the same. Consistent with the requirements of Article 8 above, Corporate Memberships may either be Regular Corporate or Associate Corporate Memberships.

Article 11-1  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 years (30) of age at the date of nomination and be the son or daughter of the owner of a Long-term (Full) Membership, and such Long-term (Full) Member has not lost his or her rights at the date of nomination and has been a member for at least five (5) years prior to said nomination.

Article 11-2  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 association 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 Article 8 above, Special Senior Memberships may be either Regular Special Senior or Associate Special Senior Memberships.

Article 11-3  AIT / Diplomatic Memberships are available to employees of the American Institute in Taiwan.  All Members listed under this section are classified as Regular Members.

Article 12  No new Associate Memberships may be established when the number of Associate Memberships equals forty-nine (49%) percent of the combined total of both Regular and Associate Members. In principle, no single nationality should occupy more than one-half (1/2) of total Associate Memberships. To support the Articles of Association, expatriates residing in Taipei, Republic of China shall be given priority to become new members.

Article 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 association’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 association’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 Article 8 above.

Article 14  Prior to 10:00 a.m. 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 association, 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 association as a Guest Member while they do not reside in the Republic of China. However, they shall neither:
(i)  Be entitled to share in the ownership of the property and/or assets of the association, nor
(ii) Be liable for any debts owed by the association in the event of dissolution, nor
(iii)Have the privilege to vote or to serve on the Board, or any Board or ad hoc committees of the association.

(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 facilities of the association 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 association based upon deposit of applicable bond and joining fees currently being charged at the time of application. The association 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 association membership waiting list).

Consistent with the provisions of Article 8 above, Non-resident Life Memberships may be either   Regular or   Associate   Non-resident   Life Memberships.

Effective after 10:00 a.m. on November 23, 2013, this Membership classification is closed to the admittance of any additional Members.

Article 15  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 Members have no voting rights.   Consistent with the requirements of Article 8 above, Term Memberships may be either Regular Term or Associate Term Memberships.

Article 15-1  A Non-resident Membership is available for individuals who have no principal place of business or have no residence in Taipei, Republic of China or within a radius of one hundred kilometers from the city limits thereof. Non-resident Members shall be entitled to full use of the association’s amenities subject to the Articles of Association and the rules of the association. Non-Resident Members have no voting rights.   Consistent with the requirements of Article 8 above, Non-resident Memberships may be either Regular Non-resident or Associate Non-resident Memberships.

Article 15-2  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 association’s amenities subject to the Articles of Association and the rules of the association. Junior Members 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 association. 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 as a Junior Member based on such terms and conditions as the Board of Governors may determine to be in the best interests of the association.   Consistent with the requirements of Article 8 above, Junior Memberships may be either Regular Junior or Associate Junior Memberships.

Article 15-3  2nd Generation Memberships – Prior to 10:00 a.m. 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 association’s amenities subject to the Articles of Association and the rules of the association. 2nd Generation Members have no voting rights. Consistent with the requirements of Article 8 above, 2nd Generation Memberships may be either Regular 2nd Generation or Associate 2nd Generation Memberships.

Article 15-4  Special Memberships: Certain Special Memberships may be granted by the Board of Governors in its sole discretion.  These Memberships fall into the following categories.

(a) 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 association’s amenities subject to the Articles of Association and the rules of the association.   Church Members have no voting rights.

(b) Other: The Board of Governors may from time to time in its sole discretion designate Other Special Memberships.   Such Members are entitled to full privileges to use the association 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 and entitled to full privileges to use the association as a Guest Member at the completion of their respective term(s) in office. Other Special Members do not have voting rights.

Article 16  Honorary Members are typically individuals who occupy recognized positions of significant social stature in the Republic of China. The Board of Governors may in 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 offices, or serving on committees.

Article 17  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 in its sole discretion. They shall not have the privilege of voting, serving as either a member of the Board of Governors, Board of Supervisors, Committee or any other ad hoc committees. They shall not be entitled to any share in ownership of property or assets of the association and they shall not be liable in any way for any of the association’s debts, due or otherwise payable.

Article 18  The Board of Governors shall decide the duration of Guest Membership and all fees payable by Guest Members from time to time, subject to the provisions and limitations herein set forth.

Article 19  Liabilities for Members of the association shall be limited to their association contributions in the form of membership joining fees, bonds, business fee, monthly dues and/or charges that they incur while using the association’s facilities. Such Members shall not be jointly liable with the association for the association’s debts.

Article 20  After submission of all required documents and appropriate review by the Membership Committee, the names of all new/replacement applicants for association membership shall be submitted to the Board of Governors for approval.

Article 20-1  After review by the Membership Committee and at least ten (10) days prior to any action on the Membership application, each candidate’s name and the category of Membership for which the application has been made shall be posted on the association’s bulletin board.

Article 21  Acceptance for association 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 articles of association and rules.   At the same time, a notice of the approved application shall be published in the next available edition of the association’s magazine or on the association’s website as appropriate.

Article 22  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 delay is justified to the satisfaction of either the Finance Committee or the Board of Governors.

Article 23  If the Board of Governors rejects a membership application, 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.

Article 24  All of the association’s applicants are expected to provide full and honest disclosure in their membership application.   If a majority of either the Board of Governors and/or the Board of Supervisors subsequently determines that any applicant has been approved due to either misrepresentation 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.

Article 25  Resignation from the association’s membership shall be made in writing.   This resignation cannot be officially accepted until the resigning member has paid all amounts due and owing to the association.

Article 26  Subject to these Articles of Association and any rules that the Board of Governors may from time to time establish, the association’s guests, who may be either residents or non-residents of the Republic of China, are eligible for admission to use the association’s facilities as guests of a responsible association member while they are accompanied by that host member. Accompanying members are fully responsible for both the behavior and/or any applicable charges incurred by their guests. Host members must enter the names of all of their guests in the association’s official guest book and should be present at the association while their guests are on the premises. This limitation shall not apply to organized association functions approved by the Board of Governors.

Article 27  The Board of Governors shall have the right to impose disciplinary action such as fine, suspension, denial of privileges or suspension or limitation of credit, on any member of the association or the spouse or any dependent of said member for any of the following:

(a) A violation of the articles of association or the rules of the association by the member, or the spouse or dependent of same; or

(b) 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 association.

After proper investigation, the Board of Governors shall choose from the following courses of action (in order of severity):

(i)  Do nothing;
(ii) Issue an informal verbal warning;
(iii)Issue a formal warning with a request for apology as appropriate; (iv)Suspend the membership for a maximum of six months;
(v) Call upon the member to resign immediately; or
(vi)Recommend the expulsion of the member from the association.

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 association by virtue of that member (including a spouse or family member).

Article 28  Should the Board of Governors at a Board of Governors meeting determine by a majority affirmative vote that suspension is to be considered the appropriate remedy in a particular circumstance, then the Secretary shall, on behalf of the Board, notify the subject member by a written notice that an action of suspension shall be taken at the next regular Board of Governors meeting and give the member notice of the time and place of such meeting, or any adjourned session. The said member shall be entitled to attend the Board of Governors meeting to present any reasons that a suspension action should not be taken. Said member shall be excused from the meeting prior to a vote made by the Board of Governors. An affirmative vote for suspension shall be decided by at least two-thirds (2/3) of a quorum of the Board of Governors. The resolution of the Board of Governors for suspension shall be final to the said member for the period of the suspension. During which time, the member will be liable for the payment of dues, and during which time the member shall not be eligible to seek reinstatement or be admitted to the association’s premises as a guest. If the Board does not pass a decisive resolution on suspension, it may be discussed by the Board and sent to the next regular Board meeting to vote again. However, this Article only applies when the Board is willing to discuss and vote again.

Article 29  Should the Board of Governors at a Board of Governors meeting determine by a majority affirmative vote that expulsion is to be considered the appropriate remedy in a particular circumstance, then the Secretary shall, on behalf of the Board, notify the subject member by a written notice that an action of expulsion shall be taken at the next regular Board of Governors meeting and give the member notice of the time and place of such meeting, or any adjourned session. The said member shall be entitled to attend the Board of Governors meeting to present any reasons that an expulsion action should not be taken. Said member shall be excused from the meeting prior to a vote made by the Board of Governors. An affirmative vote for expulsion shall be decided by at least two- thirds (2/3) of a quorum of the Board of Governors, and shall be subject to the approval of a General Meeting. The resolution for expulsion shall be final to said member for a period of five (5) years from the expulsion, during which time the expelled member shall not be eligible to be a nominee for new membership of association. If the Board does not pass a decisive resolution on expulsion, it may be discussed by the Board and sent to the next regular Board meeting to vote again. However, this Article only applies when the Board is willing to discuss and vote again.

Chapter III Organizations and Functions

Article 31  Functions of the association’s General Meeting include, but are not limited to:

(a) Election and recall of Governors and Supervisors.
(b) Receipt and examination of reports on the association’s affairs and finances.
(c) Approvals of the association’s budgets, final accounts and annual work plan and reports.
(d) Adoption of draft resolutions introduced by  Members,  Governors or Supervisors.
(e) Enact and amend the Articles of Association.
(f)  Determine the amount and method of 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.

Article 32  The management of the association 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 whom may be Associate Voting Bondholders – plus three (3) Alternate Governors elected to serve in case of vacancy, all of whom are elected either by secret block vote at an annual General Meeting or at an extraordinary General Meeting. A Board of Governors quorum shall consist of no fewer than six (6) Governors. The Board of Governors shall hold meetings a minimum of six (6) times per year.

Article 33  The Board of Governors is vested with all powers generally required for the proper operation and maintenance of the association unless otherwise reserved by these Articles of Association or by applicable local laws or statutes.

Primary duties of the Board of Governors include but are not limited to the following:

(a) Strategic planning and programming for the association’s activities;
(b) Establishing joining fees, bonds, business fee, dues and other charges payable for all classes of Members, subject to the provisions and limitations hereinafter set forth;
(c) Approving candidates for Membership;
(d) Holding meetings regularly to review operations of the association and ensure that the association operates in accordance with its primary goals to serve the best interest of its members;
(e) Proposing and/or voting on resolutions that support the association’s goals and improve overall operating efficiency;
(f) Maintaining/upgrading the association’s facilities and staff so they meet recognized international standards and the needs of Members;
(g) Ensuring that the association’s operations comply fully with all local laws and ordinances;
(h) Appointing an external auditor to audit the financial books and records of the association;
(i)  Establishing, enforcing and exempting penalties for breach of these Articles of Association and the rules of association; disciplining, imposing fines, suspending and recommending the expulsion of Members, subject to the provisions and limitations hereinafter set forth;
(j)  Setting the agenda for a General Meeting
(k) Determining membership qualifications;
(l)  Electing or recalling the president;
(m)Handling the resignation of a Governor or the president;
(n) Hiring or dismissing staff;
(o) Preparing the annual work plan, reports, budgets and final accounts; and
(p) Other matters to be carried out.

Article 34  To fulfill the association’s operating requirements, the Board of Governors shall have the power to establish bank accounts, borrow or invest monies, or mortgage or pledge properties belonging to the association, and may perform all such related activities as are authorized by a General Meeting. All these activities shall require a majority of votes of the Board of Governors.

Article 35  The Board of Governors shall have the power to establish, alter, add, or repeal the rules of the association. Unless immediate implementation is required by government regulation, all such acts shall be posted for one (1) month on the association’s bulletin board and clearly announced either in the existing association magazine (ACCENT) or on the association website prior to enforcement.

Article 36  The Board of Governors retains the power to appoint and dismiss all employees.

It also retains the power to determine (or approve) the amounts of their remuneration whenever this power has not been duly delegated to the association’s General Manager.

Article 37  The Board of Governors 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 association’s annual election of Governors.

Article 38  The Board of Governors shall operate in accordance with an established set of protocols that shall be maintained properly and updated whenever required.

Article 39  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 association as either an employee and/or a consultant.

Article 40  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.

Article 41  The term for individually elected Governors shall be two (2) years and they may be reelected for no more than four (4) terms during the lifetime of their being a member of the association. 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 officio 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 the right to vote.

Article 42  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 32, the President of the Board of Governors shall call an extraordinary General Meeting to elect new Governors, as appropriate, to fill vacancies.

Article 43  To expand the benefits of members or otherwise enhance the association’s revenues, the Board of Governors may from time to time establish, amend and/or terminate affiliation agreements with other associations.   The Board will always attempt to ensure these agreements do not abridge current member’s rights in any material way.

Article 44  The Board of Governors maintains both the right and responsibility to determine the maximum number of members for each year, based upon the association’s relevant physical capacity along with considerations regarding 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.

Article 45  Each year, at the first Board of Governors meeting, the newly constituted Board of Governors shall nominate the following officers and elect them by and from the Board of Governors:

  • President
  • Vice President
  • Secretary
  • Treasurer

The President shall serve for a term of one (1) year and may be reelected up to a total of four (4) terms although no more than one (1) term may be a successive re-election.   All other Board of Governors officers may be reelected without restriction so long as they still serve as an elected Board member.

Article 46  The President shall supervise all affairs and actions of the association.   He/she presides at all Board of Governors, annual or extraordinary General Meetings and retains authority to appoint qualified Chairpersons for all Board Committees, subject to the Board of Governor’s approval. The President serves as the association’s legal representative and, as such, retains the right to represent the association in dealing with outside parties.

Article 47  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.

Article 48  The Secretary shall keep records of all Board of Governors and Executive Committee meetings, issue correspondence and affix the seal of the association with the authorization of the Board of Governors. He/she is an integral Member of the Executive Committee and shall serve as Chairman of a Board Committee.

Article 49  The Treasurer shall oversee all financial matters of the association. He/she serves as the Chairperson of the Finance Committee. The Treasurer is an integral Member of the Executive Committee.

Article 50  The association shall also elect a Board of Supervisors that shall consist of three (3) Voting Bondholders, no more than one (1) of whom may be an Associate Voting Bondholder, plus one (1) Alternate Supervisor to serve in case of a vacancy.   Like Governors, Supervisors shall be elected either by secret block vote at an annual General Meeting or at an extraordinary General Meeting. The Board of Supervisors shall also meet a minimum of six (6) times per year. The Board of Supervisors shall have no voting authority at Board of Governors meetings.

Article 51  Primary Board of Supervisors duties include:

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

Article 52  The Board of Supervisors shall operate in accordance with an established set of protocols that shall be maintained properly and updated whenever required.

Article 53  If the Board of Supervisors uncovers specific, unresolved concerns regarding the appropriate conduct of association affairs, then the Board of Supervisors, after meeting separately, may request separate review of this issue by either the Executive Committee 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 association’s General Membership through a General Meeting.

Article 54  The term of office for individually elected Supervisors shall be two (2) years and they may be reelected for no more than four (4) terms during the lifetime of their being a member of the association. 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 officio member of the Board of Supervisors until the day immediately before the first meeting of the Board of Supervisors. During this time, they will serve without a vote.

Article 55  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 association as either an employee and/or a consultant.

Article 56  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 himself/herself from any Board/Committee meeting held to investigate a case in which he/she is either a direct complainant or a defendant.

Article 57  Nominees receiving the highest number of votes cast by the Voting Bondholders considered present at the annual or extraordinary General Meeting shall be elected as Governors, Supervisors, Alternate Governors and Alternate Supervisors. 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 Alternate Governors and Supervisors shall be listed in the order of the number of votes they have received.

Article 58  Elected Governors and Supervisors shall assume their respective duties and responsibilities in the association 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 through the day immediately before the first meeting of the Board of Governors and Supervisors, the newly elected Governors and Supervisors shall serve as ex officio members of their respective Board. The first elected Board of Governors and Supervisors of the association shall have six Governors and one Supervisor serving for a two-year term, and five and two serving for a one-year term.   Subsequently elected Governors and Supervisors are to serve for a two-year term.

Chapter IV Board Committees

Article 59  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 Chairperson of the Executive Committee.

Article 60  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 association’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.

Article 61  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 association’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 62  The President shall form such Board Committees as are necessary to facilitate the association’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.

Article 63  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.

Article 64  All committees shall consist of a minimum three (3) members, including the Committee Chairperson, and shall meet at least once per quarter.   To ensure progress, each committee shall provide a regular report of its activities and recommendations to the Board of Governors either a minimum of once per quarter or whenever requested by the President.

Article 65  The President or any Governors or 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 66  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.

Article 67  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 association’s bulletin board no less than thirty (30) days prior to election.

Article 68  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)”.

Article 69  All nominees shall be Voting Bondholders in good standing and should be members of the association for not less than one (1) calendar year prior to their nomination.

Article 70  The Rules Committee, subject to proper approval from the Board of Governors, is charged with establishing, amending, and repealing House Rules that govern members’ conduct. These House Rules will typically be published either in the association’s roster or on the association’s website.   Specific rules may also be posted near the entrance to or inside association venues that they govern (e.g., the fitness center, swimming pool, etc.).   House Rules will also be drafted with input from the General Manager and senior staff, as they are expected to administer these rules on a day-to-day basis.

Article 71  Except for cases where immediate implementation is mandated by safety concerns and/or local regulation, approved rule changes shall be posted on the association’s bulletin board, announced by e-news and/or published in the association’s magazine thirty (30) days prior to implementation.

Chapter V Meetings

Article 72  The annual General Meeting of the association will be held each year on a date and at a time and place to be determined by the Board of Governors. The annual General Meeting will take up matters as prescribed under Article 31 and take action where required on all other matters on the agenda.

Article 73  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.

Article 74  An extraordinary General Meeting shall be called by the President, or in his/her absence or disability, by the Vice President, or 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 (1/10) of the Voting Bondholders.

Article 75  An extraordinary General Meeting may address matters as prescribed under Article 31 and take action where required on all other matters on the agenda.

Article 76  Full details of any such action to be presented to the meeting must be included in the agenda for the meeting.

Article 77  A quorum for 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 84.

Article 78  Each Voting Bondholder will be entitled to one (1) vote either in person or by absentee ballot.

Article 79  No Voting Bondholders who are delinquent more than ninety (90) days in his/her accounts with the association will be allowed to vote.

Article 80  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 annual or an extraordinary General Meeting rescheduled within sixty (60) days from the original scheduled date.

Article 81  The 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.

Article 82  The Board of Governors will prepare an agenda for all General Meetings.   The agenda will be posted on the association’s 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 (1/10) of the Voting Bondholders at least twenty (20) days prior to a General Meeting.

Article 83  In addition to publishing notices and agendas of the General Meeting, copies of all such notices and agendas will be mailed to each Voting Bondholder at his or her latest address shown in the association’s records not less than fifteen (15) days prior to the meeting.

Article 84  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 association;
(b) Recall of Governors;
(c) Recall of Supervisors;
(d) Disposal of property;
(e) Other material matters relevant to obligations and rights of members. Amendments to the Articles of Association 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.

Article 85  Full details for any action listed above to be presented to a General Meeting must be included in its agenda.

Article 86  All General Meetings shall be conducted in accordance with the most up-to- date available edition of Roberts Rules of Order.

Article 87  Minutes for the 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 88  The association shall not be dissolved except for a vote of two-thirds (2/3) or more of all Voting Bondholders at a General Meeting convened with three months’ notice in advance, and after obtaining permission from the competent authorities.

Chapter VI Funding and Accounting

Article 89  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, each applicant must subscribe and make payment to the association for a Membership Bond, that shall constitute a borrowing by and liability of the association. Such bonds are not transferable to any other party, but may be redeemed whenever the member officially resigns his/her membership from the association or if the association is dissolved.

Article 90  The association 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.

Article 91  The association will issue Membership Bonds to corporations or organizations upon payment of the bond subscribed. The Board of Governors, in 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 corporation or organization (provided the applicant is otherwise qualified for membership in the association), without payment of the joining fee as stipulated in Article 92. The Board of Governors may charge a transfer fee on such transfer.   The Board of Governors in its sole discretion will set such fee subject to the provisions and limitations hereinafter set forth.

Article 92  Upon joining the association, 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 members exempt from this joining fee will be Special Members, Honorary Members, Guest Members and the holders of transferable memberships sponsored by corporations and/or organizations at the time of transfer.

Article 93  Joining fees, bonds, dues, business fees and all other applicable charges for each class of membership shall be established by the Board of Governors and submitted to the General Meeting for approval, and will be implemented after being approved by the competent authorities.

Article 94  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.

Article 95  All 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 association 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.

Article 96  Subject to the provisions and limitations hereinafter set forth, monthly dues will be assessed as determined from time to time by a majority of the duly elected Board of Governors.

Article 97  Members whose accounts are delinquent for sixty (60) days will find their names published and/or posted on the association’s bulletin board.

Article 98  In cases where member accounts are delinquent for ninety (90) days or more, the Board may take such action as is in the best interest of the association, including imposing fines upon the delinquent Member, further suspension of credit, notice to the 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 association. 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 Article 28 and Article 29 of these Articles of Association.   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 99  The Board of Governors and Supervisors, in consultation with the Finance Committee, shall maintain accurate financial accounts of all monies received and expended and of all the association’s assets and liabilities 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 member upon written request to the Treasurer.

Article 100  Should the association be formally dissolved, after all of its liabilities have been discharged, its remaining assets, if any, shall devolve to the relevant local self- governing bodies of Taipei, Taiwan, Republic of China.

Article 100-1  The association shall indemnify every member of the Board of Governors, Board of Supervisors, and each established Committee against expenses reasonably incurred in connection with any action, suit or proceeding, civil or criminal, administrative or investigative, to which he or she 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 association, or creditor from which he or she is not entitled to be indemnified; except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his or her duties.

Article 100-2  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 association is advised by counsel that the person to be indemnified acted without negligence and that he or she did not commit a breach of duty or misconduct in the performance of his or her duties. The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled.

Article 100-3  The association shall provide the members of the Board of Governors or Board of Supervisors, and any 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 Governors/Supervisors or Committee member or officer shall have the option of hiring counsel of his or her 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 association 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 Governors/Supervisors, Committee member or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the association as authorized in Article 101 to Article 103.

Article 100-4  The Board of Governors shall annually appoint an External Auditor who shall audit the books of the association 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 association’s annual General Meeting.

Article 100-5  The fiscal year of the association shall begin on the first day of January and end on the last day of December of each year.

Article 100-6  The Board of Governors shall annually appoint a Legal Counsel who shall advise the Board on all legal issues relating to the association and its operations, determine and file the proper legal action against third parties or members of the association and exercise such other functions as may be authorized by the Board.

Article 100-7  The provisions of these Articles of Association may be amended or deleted 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 General Meeting called for the purpose.

Article 100-8  The Board of Governors shall decide and interpret all questions regarding the construction of these Articles of Association, rules and bylaws of the association. Such decisions shall be final and binding unless overruled by a majority vote of the Voting Bondholders present at a General Meeting.

Article 101  These Articles of Association have been adopted by the members at a General Meeting and shall enter into force upon being approved by the competent authorities. The same also applies to any subsequent amendments to these Articles of Association.

 

Association of American Club in China
President: Maria Ting