Constitution

Constitution of the Heat and Mass Transfer Society of Taiwan

Chapter I: General Provisions

Article 1
The name of the association shall be the Heat and Mass Transfer Society of Taiwan (hereinafter referred to as “the Society”).

Article 2
The Society is a legally established non-profit social organization. Its purposes are to jointly promote research and applications related to heat and mass transfer, support the academic development of heat and mass transfer science and engineering in the country, enhance international visibility of research achievements, and establish a communication platform among industry, academia, and research institutions to facilitate information exchange and increase collaboration opportunities.

Article 3
The Society’s organizational area shall encompass the entire national administrative region.

Article 4
The Society’s headquarters shall be located in the area of the competent authority. Branch institutions may be established upon approval by the competent authority.
The organizational rules of such branch institutions shall be drafted by the Board of Directors and submitted to the competent authority for approval.
The addresses of the headquarters and branch institutions shall be reported to the competent authority for record upon establishment and any changes.

Article 5
The tasks of the Society are as follows:

  1. Integrate relevant human resources to dedicate efforts to academic research in heat and mass transfer science and engineering, promote the dissemination of results and exchange among industry, academia, and research, and further advance innovative applications and R&D in related fields.
  2. Organize and co-organize academic conferences, workshops, training sessions, discussions, demonstrations, exhibitions, and other activities related to heat and mass transfer science and engineering.
  3. Collect and compile domestic and international materials on heat and mass transfer science and engineering and the latest developments for reference by academic and industrial sectors.
  4. Accept commissions from government and public or private enterprises to research or solve problems related to heat and mass transfer science and engineering, and provide professional evaluation and review services.
  5. Assist educational institutions in implementing teaching and research in heat and mass transfer science and engineering.
  6. Liaise with domestic and international related institutions, academic groups, and enterprise organizations to promote academic and technical exchange.
  7. Engage in other activities consistent with the purposes of the Society.

Article 6
The competent authority of the Society is the Ministry of the Interior. The Society’s purpose-related activities shall be guided and supervised by the respective competent authorities.

Chapter II: Membership

Article 7
The Society’s membership consists of the following five categories:

  1. Individual Members: Individuals aged 20 or above who endorse the Society’s purposes, complete the membership application form, are approved by the Board of Directors, and pay the membership fee.
  2. Group Members: Public or private institutions or organizations that endorse the Society’s purposes, complete the membership application form, are approved by the Board of Directors, and pay the membership fee. Each group may appoint one to two representatives to exercise rights.
  3. Sponsoring Members: Public or private institutions, organizations, or individuals that endorse the Society’s purposes and provide support to the Society, upon approval by the Board of Directors.
  4. Honorary Members: Public or private institutions, organizations, or individuals that endorse the Society’s purposes and have contributed to the Society, upon approval by the Board of Directors.
  5. Student Members: Individuals aged 20 or above, currently enrolled in public or private schools domestically or abroad, who endorse the Society’s purposes, complete the membership application form, are approved by the Board of Directors, and pay the membership fee.
    The membership roster shall be submitted to the competent authority for record. Individuals with a confirmed criminal conviction or who are under wanted status may not become members.

Article 8
Members (member representatives) have the right to vote, elect, be elected, and recall. Each member (member representative) holds one vote. Sponsoring Members and Honorary Members do not have the aforementioned rights.

Article 9
Members have the obligation to abide by the Society’s constitution, resolutions, and pay membership fees.

Article 10
Members (member representatives) who violate laws, the constitution, or do not comply with resolutions of the General Membership Meeting may, upon resolution by the Board of Directors, be given a warning or suspension of rights. Those who seriously harm the organization may be expelled by resolution of the General Membership Meeting. Members who fail to pay membership fees may not enjoy membership rights. Those who fail to pay membership fees for two consecutive years shall be deemed to have withdrawn automatically. Members who have been expelled, withdrawn, or suspended may apply for reinstatement or restoration of rights, but must pay all outstanding fees, unless there are justified reasons.

Article 11
Members shall be deemed to have withdrawn under any of the following circumstances:

  1. Loss of membership qualifications.
  2. Expulsion by resolution of the General Membership Meeting.

Article 12
Members may withdraw from the Society by submitting a written statement of reasons.

Chapter III: Organization and Authority

Article 13
The General Membership Meeting is the highest authority of the Society. When the number of members (member representatives) exceeds 300, member representatives may be elected proportionally by region to convene a Member Representative Assembly to exercise the authority of the General Membership Meeting. The term of member representatives is two years. The quotas and election methods shall be drafted by the Board of Directors and submitted to the competent authority for approval.

Article 14
The authority of the General Membership Meeting (Member Representative Assembly) is as follows:

  1. Establish and amend the constitution.
  2. Elect and recall directors and supervisors.
  3. Resolve the amount and methods of admission fees, annual membership fees, operational fees, and member donations.
  4. Resolve annual work plans, reports, budgets, and financial statements.
  5. Resolve the expulsion of members (member representatives).
  6. Resolve the disposal of property.
  7. Resolve the dissolution of the Society.
  8. Resolve other significant matters related to member rights and obligations.
    The scope of significant matters in the preceding item 8 shall be determined by the Board of Directors.

Article 15
The Society shall have nine directors and three supervisors, elected by members (member representatives), forming the Board of Directors and Board of Supervisors respectively. The election of directors and supervisors may, if necessary, be conducted by correspondence, but not consecutively. The election methods shall be established by the Board of Directors and submitted to the competent authority for approval. When electing the aforementioned directors and supervisors, three alternate directors and one alternate supervisor shall also be elected. The ranking of elected directors, supervisors, and alternates shall be based on the number of votes received; in case of a tie, lots shall be drawn. The list of candidates for the next term’s directors and supervisors may be nominated by the current Board of Directors.

Article 16
The authority of the Board of Directors is as follows:

  1. Review the qualifications of members (member representatives).
  2. Elect and recall standing directors and the chairperson.
  3. Resolve the resignation of directors, standing directors, and the chairperson.
  4. Appoint and dismiss staff.
  5. Draft annual work plans, reports, budgets, and financial statements.
  6. Other matters to be executed.

Article 17
The Board of Directors shall have three standing directors, elected from among the directors. The directors shall elect one chairperson from among the standing directors.
The chairperson shall oversee and supervise the Society’s affairs internally and represent the Society externally, and shall preside over the General Membership Meeting and Board of Directors meetings.
If the chairperson is unable to perform duties, they shall designate one standing director to act on their behalf. If no designation is made or cannot be made, the standing directors shall mutually elect one acting chairperson.
If the chairperson or a standing director position becomes vacant, a by-election shall be held within one month.

Article 18
The authority of the Board of Supervisors is as follows:

  1. Supervise the execution of the Board of Directors’ work.
  2. Review the annual financial statements.
  3. Elect and recall the standing supervisor.
  4. Resolve the resignation of supervisors and the standing supervisor.
  5. Other matters to be supervised.

Article 19
The Board of Supervisors shall have one standing supervisor, elected from among the supervisors, to supervise daily affairs and preside over the Board of Supervisors meetings.
If the standing supervisor is unable to perform duties, they shall designate one supervisor to act on their behalf. If no designation is made or cannot be made, the supervisors shall mutually elect one acting supervisor. If the chairperson of the Board of Supervisors (standing supervisor) position becomes vacant, a by-election shall be held within one month.

Article 20
Directors and supervisors are unpaid positions with a term of two years, eligible for re-election. The chairperson may serve for no more than two consecutive terms. The term of directors and supervisors shall commence from the date of the first Board of Directors meeting of the current term.

Article 21
Directors and supervisors shall be dismissed immediately under any of the following circumstances:

  1. Loss of membership (member representative) qualifications.
  2. Resignation for reasons resolved and approved by the Board of Directors or Board of Supervisors.
  3. Recall or removal.
  4. Suspension of rights for a period exceeding half of the term.

Article 22
The Society shall have one secretary-general, who handles the Society’s affairs under the direction of the chairperson, and other staff as needed, appointed or dismissed by the chairperson upon approval by the Board of Directors, and reported to the competent authority for record.
The aforementioned staff may not be held by directors or supervisors.
The authority and responsibility of staff and matters of hierarchical responsibility shall be established separately by the Board of Directors.

Article 23
The Society may establish various committees, groups, or other internal operational units. Their organizational rules shall be implemented upon approval by the Board of Directors, and the same applies to amendments.

Article 24
The Society may appoint one honorary chairperson and several honorary directors and advisors by resolution of the Board of Directors. Their term of appointment shall be the same as that of the directors and supervisors.

Chapter IV: Meetings

Article 25
The General Membership Meeting (Member Representative Assembly) shall consist of regular meetings and provisional meetings, convened by the chairperson. Except for provisional meetings due to emergencies, notice shall be given in writing 15 days in advance.
Regular meetings shall be held annually. Provisional meetings shall be convened when deemed necessary by the Board of Directors, requested by one-fifth or more of the members (member representatives), or requested in writing by the Board of Supervisors.
The General Membership Meeting (Member Representative Assembly) may be convened via video conference or other methods announced by the central competent authority. Check-in and voting methods shall comply with electronic equipment functions. However, matters involving elections, by-elections, and recalls shall be conducted in physical meetings.

Article 26
If a member (member representative) cannot attend the General Membership Meeting in person, they may appoint another member (member representative) as proxy in writing. Each member (member representative) may proxy for one person only.

Article 27
Resolutions of the General Membership Meeting (Member Representative Assembly) shall require the attendance of more than half of the members (member representatives) and approval by a majority of those present. However, resolutions on the following matters shall require the approval of two-thirds or more of those present:

  1. Establishment and amendment of the constitution.
  2. Expulsion of members (member representatives).
  3. Recall of directors and supervisors.
  4. Disposal of property.
  5. Dissolution of the Society.
  6. Other significant matters related to member rights and obligations.
    After the Society registers as a legal entity, amendments to the constitution shall require the approval of three-fourths or more of those present or written consent from two-thirds or more of all members.
    The Society may be dissolved at any time by a resolution approved by two-thirds or more of all members.

Article 28
The Board of Directors shall meet every six months, and the Board of Supervisors shall meet every six months. Joint meetings or provisional meetings may be convened when necessary.
Except for provisional meetings, notice of the aforementioned meetings shall be given in writing seven days in advance. Resolutions shall require the attendance of more than half of the directors or supervisors and approval by a majority of those present.
Meetings of the Board of Directors, Board of Supervisors, and joint meetings of directors and supervisors may be convened via video conference or other methods announced by the central competent authority. Check-in and voting methods shall comply with electronic equipment functions. However, matters involving elections, by-elections, and recalls shall be conducted in physical meetings.

Article 29
Directors shall attend Board of Directors meetings, and supervisors shall attend Board of Supervisors meetings. Proxy attendance is not permitted for the Board of Directors or Board of Supervisors. Directors or supervisors who are absent without reason from two consecutive meetings of the Board of Directors or Board of Supervisors shall be deemed to have resigned.

Chapter V: Funds and Accounting

Article 30
The Society’s sources of funds are as follows:

  1. Admission fees: Payable once upon membership application, amounts as follows:
    (1) Individual Members: NT$300.
    (2) Group Members: NT$2,000.
    (3) Student Members: NT$200.
  2. Annual membership fees: (Payable once by the end of March each year)
    (1) Individual Members: NT$500.
    (2) Group Members:
    A. Educational institutions: NT$10,000 (one representative).
    B. Other organizations: NT$20,000 (two representatives).
    (3) Student Members: NT$300.
    (4) Permanent Members: Individual or group members who pay ten times the annual membership fee in full at the time of initial application are exempt from the admission fee. If the Society raises annual fees in the future, no additional payment is required.
  3. Operational fees.
  4. Member donations.
  5. Commission income.
  6. Funds and their interest.
  7. Other income.

Article 31
The Society’s fiscal year shall follow the calendar year, from January 1 to December 31.

Article 32
Two months before the start of each fiscal year, the Board of Directors shall prepare the annual work plan, income and expenditure budget, and staff compensation schedule for submission to the General Membership Meeting for approval (if the General Membership Meeting cannot be convened as scheduled, prior submission to the joint meeting of directors and supervisors for approval). These shall be reported to the competent authority for record before the fiscal year begins. Within two months after the end of the fiscal year, the Board of Directors shall prepare the annual work report, income and expenditure statement, cash flow statement, balance sheet, property inventory, and fund statement. These shall be sent to the Board of Supervisors for audit, and after providing an audit opinion, returned to the Board of Directors for submission to the General Membership Meeting for approval. They shall be reported to the competent authority by the end of March (if the General Membership Meeting cannot be convened as scheduled, they shall be reported to the competent authority first).

Article 33
Upon dissolution of the Society, remaining assets shall be transferred to the local autonomous body or an organization designated by the competent authority.

Chapter VI: Supplementary Provisions

Article 34
Matters not covered in this constitution shall be handled in accordance with relevant laws and regulations.

Article 35
This constitution shall take effect after approval by the General Membership Meeting (Member Representative Assembly) and reporting to the competent authority for record. The same applies to amendments.

Article 36
This constitution was approved by the 2nd General Membership Meeting of the 4th Term of the Society on December 5, 2023.