Taiwan Semiconductor & Optronics Materials Devices Association

Article 1
The name of this association is the “Taiwan Semiconductor & Optronics Materials Devices Association ” (hereinafter referred to as “the Association”).

Article 2
The Association is a non-profit social organization duly established in accordance with the law.

Article 3
The purpose of the Association is to consolidate consensus on industrial development, promote cooperation within the industry and international collaboration, and thereby advance the prosperity and progress of the industry.

Article 4
The organizational scope of the Association shall cover the entire national administrative territory.

Article 5
The Association shall be headquartered in the jurisdiction where the competent authority is located, and may establish branch offices upon approval by the competent authority. The organizational regulations governing such branch offices shall be drafted by the Board of Directors and implemented upon approval by the competent authority. The addresses of the headquarters and any branch offices shall be reported to the competent authority for recordation upon establishment or any change thereof.

Article 6
The functions of the Association are as follows:

1. To promote upstream, downstream, and cross-sector collaboration in response to industrial technological development and emerging application demands.
2. To establish cooperation mechanisms among industry, academia, and research institutions to leverage overall industrial capabilities.
3. To reflect industry opinions and needs, and to provide references for the formulation and implementation of industry-related policies by government authorities.
4. To facilitate domestic and international exchange of industrial and technological information.
5. To assist in and participate in international activities related to intellectual property standards, green manufacturing, net-zero carbon, and the circular economy.
6. To provide consultation and services related to industrial and technological development.
7. To establish and strengthen the foundational infrastructure for the technological development of Taiwan’s semiconductor and optoelectronic materials and components industry.
8. To organize and participate in domestic and international conferences and activities related to industrial and technological development.
9. To provide members with industry information and networking activities.
10. To undertake commissioned research, development, and consulting services related to the semiconductor and optoelectronic materials and components industry from government and private sectors.
11. To promote and implement matters consistent with the Association’s purposes, as well as other matters resolved by the General Assembly of members.

Article 7
The competent authority of the Association shall be the Ministry of the Interior. The relevant industry authority, as determined by the purposes and functions set forth in these Articles, shall primarily be the Ministry of Economic Affairs. The Association’s activities shall be subject to the guidance and supervision of the respective competent authorities governing such activities.

Article 8
The qualifications for membership in the Association are as follows:

1. Individual Members: Any national of the Republic of China, or a foreign national with residency of more than one year, who supports the purposes of the Association, is at least 30 years of age, is currently directly engaged in work related to the semiconductor and optoelectronic industry for at least five years, and has made concrete contributions to the industry, may apply for membership by submitting an application form. Upon review and approval by the Board of Directors and payment of membership fees, the applicant shall be admitted as a member.
2. Organizational Members: Any institution registered in the Republic of China engaged in the production, design, manufacturing, or sales of semiconductor and optoelectronic industry materials, components, processes, or inspection equipment may apply for membership by submitting an application form. Upon review and approval by the Board of Directors and payment of membership fees, the applicant shall be admitted as an organizational member, and shall appoint five representatives (hereinafter referred to as “organizational member representatives”) to exercise membership rights.
3. Honorary Members: To be conferred upon recommendation by the Board of Directors.
4. Sponsoring Members: Any enterprise or individual that supports the purposes of the Association may apply for sponsoring membership by submitting an application form. Upon approval by the Board of Directors, the applicant shall be admitted as a sponsoring member.

Article 9
If a member violates laws or regulations, these Articles of Association, or fails to comply with resolutions of the General Assembly, the Board of Directors may issue a warning or suspend the member’s rights. In cases of serious harm to the Association, expulsion may be imposed upon resolution of the General Assembly.

Article 10
A member shall be deemed to have withdrawn from the Association under any of the following circumstances:

1. Loss of membership qualifications.
2. Expulsion by resolution of the General Assembly.
3. Failure to participate in major matters resolved by all members for joint implementation, as approved by the Board of Directors and Supervisors.

Article 11
A member may withdraw from the Association by submitting a written notice stating the reasons for withdrawal.

Article 12
No fees already paid shall be refunded upon withdrawal or termination of membership.

Article 13
Members and organizational member representatives shall each have the rights to vote, to elect, to be elected, and to recall. Each member and each organizational member representative shall have one vote. However, honorary members and sponsoring members shall not have the aforementioned rights.

Article 14
Members shall comply with the Articles of Association, resolutions, and the obligation to pay membership fees. Members who fail to pay membership fees shall not enjoy membership rights. Any member who has been admitted but is in arrears of membership fees for up to nine months shall be deemed to have automatically withdrawn from the Association.

Article 15
The General Assembly shall be the highest authority of the Association. Where the number of members (including organizational member representatives) exceeds 300, member representatives may be elected on a proportional, regional basis to convene a Representative Assembly to exercise the powers of the General Assembly. The term of office for member representatives shall be two years. The number of representatives and the election procedures shall be proposed by the Board of Directors and implemented upon approval by the competent authority.

Article 16
The powers of the General Assembly are as follows:

1. To adopt and amend the Articles of Association.
2. To elect or remove Directors and Supervisors.
3. To determine the amount and method of admission fees, annual membership fees, and member contributions.
4. To approve annual work plans, reports, budgets, and final accounts.
5. To resolve on the expulsion of members.
6. To approve the disposition of assets.
7. To resolve on the dissolution of the Association.
8. To decide other significant matters concerning the rights and obligations of members.

The scope of “significant matters” under Subparagraph 8 of the preceding paragraph shall be determined by the Board of Directors.

Article 17
The Association shall have 19 Directors and 5 Supervisors, elected by the members (or organizational member representatives), who shall respectively form the Board of Directors and the Board of Supervisors. At the time of election, 5 alternate Directors and 1 alternate Supervisor shall also be elected. In the event of a vacancy, alternates shall fill the position in order of precedence.

The incumbent Board of Directors may propose a reference list of candidates for the next term of Directors and Supervisors.

Elections of Directors and Supervisors may be conducted by correspondence; however, such method shall not be used consecutively. The procedures for correspondence voting shall be formulated by the Board of Directors and implemented upon approval by the competent authority.

Article 18
The powers of the Board of Directors are as follows:

1. To review and approve membership qualifications.
2. To elect and remove Executive Directors and the Chairperson.
3. To resolve on the resignation of Directors, Executive Directors, and the Chairperson.
4. To appoint and dismiss staff.
5. To formulate annual work plans, reports, budgets, and final accounts.
6. To execute other necessary matters.

Article 19
The Association shall have 5 Executive Directors, elected by and from among the Directors. The Directors shall elect one Executive Director as the Chairperson, who shall oversee and supervise the affairs of the Association internally, represent the Association externally, and serve as the chair of the General Assembly and Board of Directors.

If the Chairperson is unable to perform duties, one Executive Director shall be designated as acting Chairperson. If no designation is made or cannot be made, an acting Chairperson shall be elected from among the Executive Directors.

In the event of a vacancy in the position of Chairperson or Executive Director, a by-election shall be held within one month.

Article 20
The powers of the Board of Supervisors are as follows:

1. To supervise the execution of the Board of Directors’ functions.
2. To review annual final accounts.
3. To elect and remove the Standing Supervisor.
4. To resolve on the resignation of Supervisors.
5. To oversee other supervisory matters.

Article 21
The Association shall have one Standing Supervisor, elected by and from among the Supervisors, who shall oversee daily affairs and serve as the chair of the Board of Supervisors.

If the Standing Supervisor is unable to perform duties, one Supervisor shall be designated as acting supervisor. If no designation is made or cannot be made, an acting supervisor shall be elected from among the Supervisors.

In the event of a vacancy in the position of Standing Supervisor (Chair of the Board of Supervisors), a by-election shall be held within one month.

Article 22
All Directors and Supervisors shall serve without remuneration. Their term of office shall be three years, and they may be re-elected. The Chairperson may serve consecutive terms, but limited to one re-election.

The term of office for Directors and Supervisors shall commence from the date of the first Board meeting of the respective term.

Article 23
A Director or Supervisor shall be immediately dismissed under any of the following circumstances:

1. Loss of membership (or organizational member representative) qualification.
2. Resignation approved by resolution of the Board of Directors or Board of Supervisors.
3. Removal or dismissal.
4. Suspension of membership rights for a period exceeding one-half of the term of office.

Article 24
The Association shall appoint one Secretary-General, who shall, under the direction of the Chairperson, manage the affairs of the Association. In addition, one Executive Director (Chief Executive Officer) shall be appointed to implement and promote the operations of various committees under the direction of the Chairperson. Both positions shall be nominated by the Chairperson and appointed or dismissed upon approval by the Board of Directors, and reported to the competent authority for recordation.

The Secretary-General and Executive Director shall not concurrently serve as Directors or Supervisors.

Their respective duties and delegated responsibilities shall be further prescribed by the Board of Directors.

Article 25
The Association may establish various committees, task forces, or other internal units. The organizational regulations governing such bodies shall be implemented upon approval by the Board of Directors, and the same shall apply to any amendments.

Article 26
The Association may appoint several Honorary Directors and Advisors, all of whom shall serve without remuneration. Such appointments shall be approved by two-thirds of the Directors present at a Board meeting. Their term of appointment shall be the same as that of the Directors and Supervisors.

(The number of Honorary Directors shall not exceed that of the Directors, and the number of Advisors shall not exceed one-third of the number of Directors.)

Article 27
The General Assembly shall consist of two types of meetings: regular meetings and extraordinary meetings, both convened by the Chairperson. Except in cases of emergency extraordinary meetings, notice shall be given in writing at least fifteen days in advance.

Regular meetings shall be held once each year. Extraordinary meetings shall be convened when deemed necessary by the Board of Directors, upon the request of more than one-fifth of the members (or organizational member representatives), or upon written request by the Board of Supervisors.

The General Assembly (or Representative Assembly) may be convened via video conference or other methods announced by the central competent authority. Attendance registration and voting procedures shall be conducted in accordance with the functions of electronic systems. However, matters involving elections, by-elections, or recall shall be conducted through in-person meetings.

After the Association has completed juridical person registration, an extraordinary meeting shall be convened upon the request of more than one-tenth of the members (or organizational member representatives).

Article 28
If a member (or organizational member representative) is unable to attend the General Assembly in person, they may appoint another member (or organizational member representative) as proxy in writing. Each member (or organizational member representative) may represent only one other member.

Article 29
Resolutions of the General Assembly shall be adopted by a majority of members (or organizational member representatives) present, with the consent of a majority of those present. However, the following matters shall require the approval of at least two-thirds of those present:

1. Adoption and amendment of the Articles of Association.
2. Expulsion of members.
3. Removal of Directors and Supervisors.
4. Disposition of assets.
5. Dissolution of the Association.
6. Other significant matters concerning the rights and obligations of members.

After the Association has completed juridical person registration, amendments to the Articles of Association shall require either the approval of at least three-fourths of those present, or the written consent of at least two-thirds of all members (or organizational member representatives). The dissolution of the Association may be resolved at any time by the approval of at least two-thirds of all members (or organizational member representatives).

Article 30
The Board of Directors shall meet at least once every six months, and the Board of Supervisors shall meet at least once every six months. Joint meetings or extraordinary meetings may be convened when necessary. Except for extraordinary meetings, notice shall be given in writing at least seven days in advance.

Resolutions at such meetings shall be adopted by a majority of Directors or Supervisors present, with the consent of a majority of those present. Meetings of the Board of Directors, Board of Supervisors, and joint meetings may be conducted via video conference or other methods announced by the central competent authority. Attendance registration and voting procedures shall be conducted in accordance with the functions of electronic systems. However, matters involving elections, by-elections, or recall shall be conducted through in-person meetings.

Article 31
Directors and Supervisors shall attend meetings of the Board of Directors and Board of Supervisors in person. Proxy attendance is not permitted. Any Director or Supervisor who is absent without cause for two consecutive meetings shall be deemed to have resigned.

Article 32
The sources of funding of the Association are as follows:

1. Admission Fees: Individual members shall pay an admission fee of NT$10,000 upon joining. Organizational members with paid-in capital of NT$200 million or more shall pay an admission fee of NT$30,000; those with paid-in capital of less than NT$200 million shall pay an admission fee of NT$15,000.
2. Annual Membership Fees: Individual members shall pay NT$10,000 annually. Organizational members with paid-in capital of NT$200 million or more shall pay NT$30,000 annually; those with paid-in capital of less than NT$200 million shall pay NT$15,000 annually.
3. Member donations.
4. Commissioned income.
5. Funds and the interest or income derived therefrom.
6. Other income.

Article 33
The fiscal year of the Association shall follow the calendar year, commencing on January 1 and ending on December 31 of each year.

Article 34
The Association shall, within two months prior to the beginning of each fiscal year, prepare an annual work plan, a budget of revenues and expenditures, and a staff compensation schedule, which shall be submitted to the General Assembly for approval (or, if the General Assembly cannot be convened in time, to a joint meeting of the Directors and Supervisors for approval), and then reported to the competent authority for recordation before the beginning of the fiscal year.

Within two months after the end of each fiscal year, the Board of Directors shall prepare the annual work report, statement of revenues and expenditures, cash statement, fund statement, balance sheet, and inventory of assets, which shall be submitted to the Board of Supervisors for review. The Board of Supervisors shall prepare a review report and return it to the Board of Directors, which shall then submit it to the General Assembly for approval. The approved documents shall be reported to the competent authority for recordation by the end of March. (If the General Assembly cannot be convened in time, the documents shall first be reported to the competent authority and subsequently submitted to the General Assembly for ratification.)

Article 35
Upon dissolution of the Association, any remaining assets shall be transferred to the local self-governing body at the place where the Association is located, or to an organization designated by the competent authority.