Adopted at the first meeting of the First Member Assembly on October 19, 2021.
Article 2TNZEA is established by law, a non-profit seeking charity organization that advocates for enterprise and organization implementation in net zero emissions and assists the government to reach carbon neutrality in Taiwan.
Article 3The mission of TNZEA is described below and shall be promoted and executed according to the relevant laws and regulations:
Article 4The competent authority of TNZEA is the Ministry of Interior Affairs. The competent central authority for each industry concerned/involved/related shall develop mission and tasks according to the Articles of Incorporation, which is primarily the Executive Yuan – Environmental Protection Administration. The competent central authority for each industry concerned/involved/related for TNZEA shall be guided and supervised by the competent authority of the related industry.
Article 5TNZEA governs the national administrative districts.
Article 6TNZEA address is located in the jurisdiction area of the competent authority, which shall be reported to the competent authority for approval to set up branch institutions. The organization of the aforementioned branch institution shall be formulated by the Board of Directors and reported to the competent authority for approval and proceeding. The address of the organization and branch institution shall be reported to the competent authority for review during establishment or change.
Article 7The membership and membership charges are described below:
Article 8 Members (member representatives) are entitled to voting rights, election rights, rights to be elected, and rights to recall. Each member (or member representative) equals one right.
Article 9The tenure for the directors and supervisors of TNZEA is 3 years.
Article 10TNZEA sets up 33 directors (including 11 executive directors and one of them is the chairman, 3 of them are vice chairman), and 3 alternate directors.
Executive directors shall be elected by all directors.
The chairman and vice chairman shall be elected by all directors from the executive directors.
Article 11TNZEA sets up 9 supervisors (3 of whom are executive supervisors) and 2 alternate supervisors.
The Board of Supervisors sets up executive supervisors who will be elected by supervisors to supervise the daily association affairs. One supervisor will be elected to serve as convenor for the Board of Supervisors.
Article 12Members are obliged to comply with Articles of Incorporation for TNZEA and its resolutions and pay the membership fees.
Members who fail to pay their membership fees shall not enjoy membership rights, and those who fail to pay their membership fees for two consecutive years shall be considered to have automatically withdrawn from the association. Members who have been expelled, resigned, or suspended from the association and wish to apply for reinstatement or restoration of membership rights shall settle any outstanding membership fees unless they have legitimate reasons approved by the Board of Directors.
Article 13Members (member representative) in breach of law, articles of incorporation, or in noncompliance with the resolution of member assembly, with the resolution reached by the Board of Directors, shall be issued a warning or penalized for suspension of rights. In case the breach is serious, the membership could be terminated through a resolution reached by the member assembly.
Article 14Under the following circumstances, members will:
Article 15Members may describe the reasons in writing to ATNZE for declaration of membership cancellation.
Article 16The member assembly acts as the highest authority of TNZEA. Members (member representatives) over 300 people shall elect member representatives by the proportion of region. The member representative assembly will be held jointly to exercise the right and responsibilities of the member assembly. The tenure for member representative is the same as for director and supervisor. The number of seats and guidelines for election shall be formulated by the Board of Directors and reported to the competent authority for approval.
Article 17The responsibilities of a member (member representative) are described below:
The scope of the material matters mentioned in foregoing item 8 shall be determined by the Board of Directors.
Article 18The directors and supervisors shall be elected by members (member representatives), establishing the Board of Directors and Board of Supervisors
The election of the aforementioned directors and supervisors shall concurrently elect the alternate directors and alternate supervisors according to the vote counts. In the event of absenteeism with the director or supervisor, the alternative directors or supervisors may fill the vacancies.
The Board of Directors may propose the list for the following tenure of direct and supervisor candidates.
The Director and supervisor may adopt communication election. The Regulations Governing Communication Election shall be adopted by the Board of Directors before implementation and reported to the competent authority for review.
Article 19The Director shall sort and supervise internal affairs and represent the Association, in addition to acting as the chairman to the member assembly and Board of Directors. In case the chairman could not execute the duties, one vice chairman shall be appointed as the proxy. In case of no appointment or failure to appoint, the executive directors shall elect one among them as the proxy.
In the absence of the chairman, vice chairman and executive director, elect the alternate in 1 month.
Article 20Responsibilities of the Board of Directors are described below:
Article 21In case the convenor for the Board of Supervisors could not execute affairs for some reason, the convenor shall assign one executive supervisor as a proxy. In case of no appointment or failure to appoint, the executive supervisors shall elect one among them as the proxy. In the absence of a convenor to Board of Supervisors or executive supervisor, elect the alternate in 1 month.
Article 22Responsibilities of the Board of Supervisors are described below：
Article 23Directors and supervisors are positions without pay and may be reelected. The reelection of the chairman is limited to one selection. The tenure for directors and supervisors is calculated from the date calling the first director meeting for this tenure.
Article 24Directors and supervisors will be dismissed under any of the following circumstances:
Article 25TNZEA sets up one secretary general who is appointed by the chairman to handle the Association's affairs. The chairman also submits the list of several staff for the Board of Directors to approve the appointment and reports to the competent authority for review.
The aforementioned staff may not be served by directors and supervisors.
The responsibilities and stratified matters of responsibility of the staff shall be determined by the Board of Directors.
Article 26ATNZE may set up various committees, teams or other internal operating organizations, which organization rules are adopted by the Board of Directors before implementation. The same procedures apply to modification.
Article 27The Board of Directors may appoint one distinguished chairman, several distinguished directors and consultants for ATNZE. The tenure is the same as that of directors and supervisors.
Article 28Members (member representatives) assembly is divided into scheduled meetings and extraordinary meetings, convened by the chairman. Except for those extraordinary meetings for emergency incidents called, all attending personnel should be notified 15 days before the assembly.
The scheduled meeting is called once a year and the extraordinary meeting is called when deemed necessary by the board of directors or requested by one fifth of the members (member representatives) or called by a letter issued by the board of directors.
After ATNZE has registered corporate registration, the extraordinary meeting shall require the request of one tenth of the members (member representatives).
Article 29Members (member representatives) who could not attend the member assembly in person shall entrust other members (member representatives) in writing for proxy. Each member (member representative) is limited to one person of proxy.
Article 30The resolution of the member (member representative) assembly shall require the majority attendance of members (member representatives). The consent reached by the majority of attendance shall prevail. However, the resolution for the following matters shall require two thirds of consent from the attendance for execution.
After TNZEA has registered as a corporate entity, the consent or three fourths of attendance or two thirds of consent in writing from all members shall be required for the modification of articles of incorporation. The dissolution of Association may be dissolved by the resolution reached by two thirds or more of all members.
Article 31The Board of Directors shall be called at least once every 6 months and the Board of Supervisors shall be called at least once every 6 months. Joint sessions or extraordinary meetings may be called when deemed necessary. 。
Except for the extraordinary meeting, the aforementioned meeting when called, shall be notified to all members 7 days in advance and the resolution of all meetings shall require the majority of director and supervisor attendance, and the consent of the majority attendance.
Article 32The directors shall attend the director meeting and supervisors shall attend the supervisor meeting. The board of directors and board of supervisors may not entrust for attendance.
The director meeting, supervisor meeting and joint session meeting of directors and supervisors may be called via videoconference. The director and supervisor attendance to various videoconferences shall be deemed as attendance in person. The sign-in and voting shall be processed according to the videoconference equipment. However, election, reelection, recall, and formulation of organization rules may not be carried out via videoconference.
Directors and supervisors absent from the director meeting or supervisor meeting without reason for 2 times in a row shall be deemed as resignation.
Article 34The accounting year for the Association is based on the calendar year, from January 1 to December 31 of every year.
TNZEA will prepare the work plan and income statement before the accounting year and prepare the annual work report and accounting report for the previous year, 3 months after the end of the accounting year. The reports will be submitted to the Board of Supervisors for review and prepared with review opinion for return to the Board of Directors, which will be accompanied by the current annual work plan and income statement for submission to the member (member representative) assembly for adoption, before reporting to the competent authority for review. In case the members (member representatives) assembly could not be called timely, the reports can be submitted to the Board of Directors or Board of Supervisors or a joint session meeting of directors and supervisors for approval, followed by reporting to the assembly for recognition and reporting to the competent authority for review.
Article 35After dissolution, the residual property will belong to the local self-governance group or competent authority delegated agency group where the property belongs.
The candidate for liquidation of the Association and property liquidation procedures after dissolution shall be processed by the Civil Code, if the corporate entity is registered and unless otherwise specified by law. If the Association has not been registered as a corporate entity, they follow the member assembly resolution for processing. If the member (member representative) could not reach a resolution, the chairman shall serve as the liquidator and the liquidation provisions of the Civil Code shall apply.
Article 36Matters not mentioned by the Articles of Incorporation herein shall comply with relevant laws and regulations.
Article 37The Articles of Incorporation shall be adopted by the member (member representative) assembly before implementation and reported to the competent authority for approval. The same applies to modification.
Article 38The Articles of Incorporation were adopted at the first meeting of the First Member Assembly on October 19, 2021.
Chapter 1 General Provision
Article 1The name of the Association shall be “Taiwan Net Zero Emissions Association” (hereinafter referred to as TNZEA).Article 2TNZEA is established by law, a non-profit seeking charity organization that advocates for enterprise and organization implementation in net zero emissions and assists the government to reach carbon neutrality in Taiwan.
Article 3The mission of TNZEA is described below and shall be promoted and executed according to the relevant laws and regulations:
- The Taiwan Institute of Sustainable Energy Research Foundation, in combination with Taiwan's concern for climate crisis and carbon neutrality issues, intends to declare its willingness to work towards achieving net zero greenhouse gas emissions by 2050 (hereafter referred to as net zero emissions) for businesses and other organizations. It aims to promote the Taiwan net zero initiative and jointly seek and promote common methods for achieving the target.
- Encourage members to lead all industries in Taiwan with actions and impel the net zero trends in Taiwan, in order to help the government meet carbon neutrality goals in Taiwan.
- Establish the communication platform between laws and policies related to the carbon neutrality process, the concepts and actions corresponding to the government, enterprises, and other organizations.
- Establish and operate the “Taiwan Net Zero Research and Training Center” as the exchange and education platform for knowledge and technology related to national net zero emissions, helping enterprises and other organizations as well as people to meet net zero and Taiwan’s carbon neutrality goals.
- Promote international exchange and cooperation for net zero emission-related knowledge, technology, green finance, and carbon credit resources.
- Other net zero and carbon neutrality-related matters.
Article 4The competent authority of TNZEA is the Ministry of Interior Affairs. The competent central authority for each industry concerned/involved/related shall develop mission and tasks according to the Articles of Incorporation, which is primarily the Executive Yuan – Environmental Protection Administration. The competent central authority for each industry concerned/involved/related for TNZEA shall be guided and supervised by the competent authority of the related industry.
Article 5TNZEA governs the national administrative districts.
Article 6TNZEA address is located in the jurisdiction area of the competent authority, which shall be reported to the competent authority for approval to set up branch institutions. The organization of the aforementioned branch institution shall be formulated by the Board of Directors and reported to the competent authority for approval and proceeding. The address of the organization and branch institution shall be reported to the competent authority for review during establishment or change.
Article 7The membership and membership charges are described below:
- Founding members: Institutions or groups agreeing with TNZEA’s mission shall pay the membership charge of NTD2,260,000 at the foundation of the Association. The first year of annual members fee will be NTD140,000 and the regular annual membership fee is NTD150,000 from the second year onward. Those committed to continuing applying for net zero emission marks shall fill out the membership application. The application shall be reviewed and approved by the Board of Directors with payment of membership fees to become the founding members. The founding members may assign 10 representatives to exercise the rights of members.
- Special members: Institutions or groups agreeing with TNZEA’s mission shall fill out the membership application. The application shall be reviewed and approved by the Board of Directors with payment of membership fees to become special members. Special members may assign 2 representatives to exercise the rights of members. The admission charge is NTD10,000 and regular annual membership fee is NTD140,000 per year, which shall be paid upon admission to the membership. The regular annual membership fee is NTD150,000 from the second year onward.
Article 8 Members (member representatives) are entitled to voting rights, election rights, rights to be elected, and rights to recall. Each member (or member representative) equals one right.
Article 9The tenure for the directors and supervisors of TNZEA is 3 years.
Article 10TNZEA sets up 33 directors (including 11 executive directors and one of them is the chairman, 3 of them are vice chairman), and 3 alternate directors.
Executive directors shall be elected by all directors.
The chairman and vice chairman shall be elected by all directors from the executive directors.
Article 11TNZEA sets up 9 supervisors (3 of whom are executive supervisors) and 2 alternate supervisors.
The Board of Supervisors sets up executive supervisors who will be elected by supervisors to supervise the daily association affairs. One supervisor will be elected to serve as convenor for the Board of Supervisors.
Article 12Members are obliged to comply with Articles of Incorporation for TNZEA and its resolutions and pay the membership fees.
Members who fail to pay their membership fees shall not enjoy membership rights, and those who fail to pay their membership fees for two consecutive years shall be considered to have automatically withdrawn from the association. Members who have been expelled, resigned, or suspended from the association and wish to apply for reinstatement or restoration of membership rights shall settle any outstanding membership fees unless they have legitimate reasons approved by the Board of Directors.
Article 13Members (member representative) in breach of law, articles of incorporation, or in noncompliance with the resolution of member assembly, with the resolution reached by the Board of Directors, shall be issued a warning or penalized for suspension of rights. In case the breach is serious, the membership could be terminated through a resolution reached by the member assembly.
Article 14Under the following circumstances, members will:
- Lose membership;
- Removed from membership by resolution reached by member (member representative) assembly.
Article 15Members may describe the reasons in writing to ATNZE for declaration of membership cancellation.
Chapter 3 Organization and Responsibility
Article 16The member assembly acts as the highest authority of TNZEA. Members (member representatives) over 300 people shall elect member representatives by the proportion of region. The member representative assembly will be held jointly to exercise the right and responsibilities of the member assembly. The tenure for member representative is the same as for director and supervisor. The number of seats and guidelines for election shall be formulated by the Board of Directors and reported to the competent authority for approval.
Article 17The responsibilities of a member (member representative) are described below:
- Formulation and amendment of articles of incorporation.
- Election and right to recall directors and supervisors.
- Resolution on membership fee, regular annual membership fee, business fees, and among and method of member donations.
- Resolution on an annual plan, report and budget, and settlement.
- Resolution on the cancellation of a member (member representative).
- Resolution on property sales, transfer or the collateral of other rights.
- Resolution on the dissolution of the Association.
- Resolution on matters related to the rights and obligations of members.
The scope of the material matters mentioned in foregoing item 8 shall be determined by the Board of Directors.
Article 18The directors and supervisors shall be elected by members (member representatives), establishing the Board of Directors and Board of Supervisors
The election of the aforementioned directors and supervisors shall concurrently elect the alternate directors and alternate supervisors according to the vote counts. In the event of absenteeism with the director or supervisor, the alternative directors or supervisors may fill the vacancies.
The Board of Directors may propose the list for the following tenure of direct and supervisor candidates.
The Director and supervisor may adopt communication election. The Regulations Governing Communication Election shall be adopted by the Board of Directors before implementation and reported to the competent authority for review.
Article 19The Director shall sort and supervise internal affairs and represent the Association, in addition to acting as the chairman to the member assembly and Board of Directors. In case the chairman could not execute the duties, one vice chairman shall be appointed as the proxy. In case of no appointment or failure to appoint, the executive directors shall elect one among them as the proxy.
In the absence of the chairman, vice chairman and executive director, elect the alternate in 1 month.
Article 20Responsibilities of the Board of Directors are described below:
- Reviewing the qualifications of members (member representatives).
- Electing and removing the directors, executive vice-chairman, and chairman.
- Approving the resignation of directors, executive vice-chairman, and chairman.
- Appointing and dismissing personnel.
- Drafting annual work plans, reports, budgets, and final accounts.
- Proposing a list of candidates for the next term of directors and supervisors.
- Other matters to be executed.
Article 21In case the convenor for the Board of Supervisors could not execute affairs for some reason, the convenor shall assign one executive supervisor as a proxy. In case of no appointment or failure to appoint, the executive supervisors shall elect one among them as the proxy. In the absence of a convenor to Board of Supervisors or executive supervisor, elect the alternate in 1 month.
Article 22Responsibilities of the Board of Supervisors are described below：
- Execution of works related to the board of supervisors.
- Review of the annual budget
- Election and recall executive supervisor
- Resolve the resignation by the supervisor and executive supervisor
- Other matters of supervision
Article 23Directors and supervisors are positions without pay and may be reelected. The reelection of the chairman is limited to one selection. The tenure for directors and supervisors is calculated from the date calling the first director meeting for this tenure.
Article 24Directors and supervisors will be dismissed under any of the following circumstances:
- Loss of member (member representative) qualification.
- Resignation with the resolution reached by the Board of Directors or Board of Supervisors.
- Those recalled or revoked.
- Those penalized for suspension of right over half period of the tenure.
Article 25TNZEA sets up one secretary general who is appointed by the chairman to handle the Association's affairs. The chairman also submits the list of several staff for the Board of Directors to approve the appointment and reports to the competent authority for review.
The aforementioned staff may not be served by directors and supervisors.
The responsibilities and stratified matters of responsibility of the staff shall be determined by the Board of Directors.
Article 26ATNZE may set up various committees, teams or other internal operating organizations, which organization rules are adopted by the Board of Directors before implementation. The same procedures apply to modification.
Article 27The Board of Directors may appoint one distinguished chairman, several distinguished directors and consultants for ATNZE. The tenure is the same as that of directors and supervisors.
Chapter 4 Meeting
Article 28Members (member representatives) assembly is divided into scheduled meetings and extraordinary meetings, convened by the chairman. Except for those extraordinary meetings for emergency incidents called, all attending personnel should be notified 15 days before the assembly.
The scheduled meeting is called once a year and the extraordinary meeting is called when deemed necessary by the board of directors or requested by one fifth of the members (member representatives) or called by a letter issued by the board of directors.
After ATNZE has registered corporate registration, the extraordinary meeting shall require the request of one tenth of the members (member representatives).
Article 29Members (member representatives) who could not attend the member assembly in person shall entrust other members (member representatives) in writing for proxy. Each member (member representative) is limited to one person of proxy.
Article 30The resolution of the member (member representative) assembly shall require the majority attendance of members (member representatives). The consent reached by the majority of attendance shall prevail. However, the resolution for the following matters shall require two thirds of consent from the attendance for execution.
- Formulation and modification of articles of incorporation.
- Cancellation of membership (member representative).
- Recall of directors and supervisors.
- Disposition of property.
- Dissolution of Association.
- Major issues related to the rights and obligations of other members
After TNZEA has registered as a corporate entity, the consent or three fourths of attendance or two thirds of consent in writing from all members shall be required for the modification of articles of incorporation. The dissolution of Association may be dissolved by the resolution reached by two thirds or more of all members.
Article 31The Board of Directors shall be called at least once every 6 months and the Board of Supervisors shall be called at least once every 6 months. Joint sessions or extraordinary meetings may be called when deemed necessary. 。
Except for the extraordinary meeting, the aforementioned meeting when called, shall be notified to all members 7 days in advance and the resolution of all meetings shall require the majority of director and supervisor attendance, and the consent of the majority attendance.
Article 32The directors shall attend the director meeting and supervisors shall attend the supervisor meeting. The board of directors and board of supervisors may not entrust for attendance.
The director meeting, supervisor meeting and joint session meeting of directors and supervisors may be called via videoconference. The director and supervisor attendance to various videoconferences shall be deemed as attendance in person. The sign-in and voting shall be processed according to the videoconference equipment. However, election, reelection, recall, and formulation of organization rules may not be carried out via videoconference.
Directors and supervisors absent from the director meeting or supervisor meeting without reason for 2 times in a row shall be deemed as resignation.
Chapter 5 Funding and Accounting
Article 33The funding for the association comes from the following sources:- Admission membership fee：
(1)Founding member: One-time membership when admitted to the Association.
(2) Special member: One-time membership when admitted to the Association. - Regular annual membership fee
(1) Founding member: Annual fee to be paid by the year for full-time members. Membership charge by month if admission to membership is less than 1 year.
(2) Special member: Annual fee to be paid by the year for full-time members. Membership charge by month if admission to membership is less than 1 year. - Business fee
- Member donation
- Entrusted income
- Funds and interests
- Other income
Article 34The accounting year for the Association is based on the calendar year, from January 1 to December 31 of every year.
TNZEA will prepare the work plan and income statement before the accounting year and prepare the annual work report and accounting report for the previous year, 3 months after the end of the accounting year. The reports will be submitted to the Board of Supervisors for review and prepared with review opinion for return to the Board of Directors, which will be accompanied by the current annual work plan and income statement for submission to the member (member representative) assembly for adoption, before reporting to the competent authority for review. In case the members (member representatives) assembly could not be called timely, the reports can be submitted to the Board of Directors or Board of Supervisors or a joint session meeting of directors and supervisors for approval, followed by reporting to the assembly for recognition and reporting to the competent authority for review.
Article 35After dissolution, the residual property will belong to the local self-governance group or competent authority delegated agency group where the property belongs.
The candidate for liquidation of the Association and property liquidation procedures after dissolution shall be processed by the Civil Code, if the corporate entity is registered and unless otherwise specified by law. If the Association has not been registered as a corporate entity, they follow the member assembly resolution for processing. If the member (member representative) could not reach a resolution, the chairman shall serve as the liquidator and the liquidation provisions of the Civil Code shall apply.
Chapter 6 Supplementary Provisions
Article 36Matters not mentioned by the Articles of Incorporation herein shall comply with relevant laws and regulations.
Article 37The Articles of Incorporation shall be adopted by the member (member representative) assembly before implementation and reported to the competent authority for approval. The same applies to modification.
Article 38The Articles of Incorporation were adopted at the first meeting of the First Member Assembly on October 19, 2021.
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