Section 1

The formal name of this association is the Taiwan Academy of Facial, Plastic and Reconstructive Surgery (hereinafter, "the Association").

Section 2

The Association was established in accordance with the ROC Civil Associations Act (人民團體法) and operates as a non-profit organization.

Section 3

The primary objective of the Association is the advancement of domestic technical standards and skills related to facial plastic and reconstructive surgery.

Section 4

The Association is organized within the jurisdiction of the Republic of China (ROC).

Section 5

The address of the Association shall be in the same area as that of its executive authority. The Association must receive permission from the executive authority prior to establishing branch operations.

General organizational guidelines for the aforementioned branch operations shall be established by the board of directors and approved by the executive authority prior to implementation.

The executive authority shall be formally notified in writing when the address of the Association or a branch operation is registered or changed.

Section 6

The Association's executive authority is the Ministry of the Interior and its primary relevant industry authority is the Department of Health. Relevant activities of the Association shall be subject to the guidance and oversight of the primary relevant industry authority.

Section 7

The Association's Responsibilities shall include:

1. Improve domestic technical standards and skills related to facial plastic and reconstructive surgery.
2. Cooperate with advanced countries to introduce and implement continuing education and training programs.
3. Educate citizens and doctors regarding the aesthetics and techniques of aesthetic medicine.

Section 8

Association membership shall be accepted in three categories as follows:

1. Individual Membership ROC-licensed doctors of medicine or dentistry and doctors of otorhinolaryngology, oral / maxillofacial surgery, plastic / reconstructive surgery, and opthalmology who have completed the Association's membership application form, been approved by the board of directors and submitted payment for Association dues shall be registered as Individual Members of the Association.
2. Associate Membership Association membership is made available to those recognized by the Association as making significant positive contributions to the Association. Candidates who have completed the membership application form, been approved by the board of directors and submitted payment for Association dues shall be registered as Associate Members of the Association. Dues assessed for Associate members shall be determined separately.
3. Honorary Membership Currently-serving heads of otorhinolaryngologic, plastic / reconstructive surgery, oral / maxillofacial surgery, and ophthalmologic departments, upon consent of the Association, shall be eligible for honorary membership in the Association after completing the membership application form and receiving board of director approval. Honorary memberships shall be exempt from paying Association dues.

Section 9

Those in the following situations are not eligible for membership in the Association.

1. Sentenced to serve time for a crime committed for a period of time that has yet to start or has not yet finished. Individuals who have been granted probation are excluded from this category.
2. Sentenced to undergo rehabilitation for a period of time that has yet to start or has not yet finished.
3. Receipt of a still-valid notice of bankruptcy.
4. Receipt of a still-valid interdiction notification.

Section 10

Association members shall enjoy the following basic rights: 1) the right to express position and opinions; 2) the right of proposal; 3) the right to vote; 4) the right to stand in elections; and 5) the right of dismissal. Associate and Honorary members, however, shall not have the right to make proposals, vote, stand in elections, or make calls for dismissals.

Section 11

Association members shall assume the following responsibilities:

1. Abide by the Association charter and all formal decisions taken by the Association.
2. Accept all responsibilities and duties assigned by the Association.
3. Submit Association dues on time. Members delinquent in payment of Association dues for two consecutive years shall have their membership cancelled automatically. Only honorary members are exempt from dues payment. Former members who have had their membership canceled, either voluntarily or involuntarily, and wish to restore their membership must have their application for restoration approved by the board of directors and, prior to restoration, must pay in full all dues that remain in arrears.

Section 12

Members who violate national laws or refuse to abide by Articles of Association provisions or board of director decisions shall receive either a warning or suspension of membership rights as punishment. Serious violations / issues may be referred to the General Assembly for a vote to remove said member or members from the membership roster.

Section 13

Association membership shall be canceled in the event of:

1. Death.
2. Failure to maintain membership qualifications.
3. A vote for revocation of membership taken and passed at a meeting of the general assembly.

Section 14

Members requesting voluntary cancellation of their membership should submit to the board of directors a written explanation of their reason or reasons.

Section 15

Once a membership has been canceled, the Association shall retain associated fees and dues already paid.

Section 16

Responsibilities of the Association include:

1. Advancement of domestic technical standards and skills related to facial, plastic and reconstructive surgery.
2. Cooperate with advanced countries to introduce and implement continuing education and training programs.
3. Educate citizens and doctors regarding the aesthetics and techniques of aesthetic medicine.

Section 17

The General Assembly is the Association's highest decision-making body. The Board of Directors is the Association's executive body and conducts affairs for the General Assembly while the latter is not in session. The Board of Supervisors is the Association's supervisory body.

Section 18

The authority of the General Assembly shall include:

1. Draft and revise Association Bylaws
2. Elect and dismiss board directors and supervisors.
3. Resolve upon fees for membership initiation and annual dues; commercial charges; and amount and method of member donations.
4. Resolve upon the annual work plan, reports, budget and accounting statements.
5. Resolve upon disciplinary removal of individuals from the membership roster.
6. Resolve upon how funds are disbursed and utilized.
7. Resolve upon the dissolution of the Association.
8. Resolve upon other matters of importance related to member rights and responsibilities.

(note: Scope of said "other matters of importance" shall be defined by the board of directors)

Section 19

A total of nine (9) directors and three (3) supervisors elected by the membership shall form, respectively, the Association's board of directors and board of supervisors.

In addition, three (3) alternate directors and one (1) alternate supervisor shall be designated based on the results of the same election. In the event a director or supervisor is unable to execute the duties of her or his position, the next alternate shall assume the full duties of said position until expiry of the elected term.

Section 20

The authority of Board Directors is defined to cover:

1. Resolving upon the agenda of General Assembly meetings.
2. Formal approval of member qualifications.
3. The election and dismissal of executive directors and the board chairman.
4. Taking decisions regarding resignations of board members, executive directors, and chairmen of the board.
5. The hiring and firing of regular staff.
6. Drafting annual work plans, reports, budgets and financial statements.
7. Handling other relevant executive matters.

Section 21

The board of directors shall include three (3) executive directors chosen by the board. The board shall elect a chairman from among the executive directors.
The chairman shall administer general Association affairs, represent the Association to external parties, and preside over General Assembly and Board of Director meetings.
Should the chairman be unable to administer said responsibilities, she or he shall designate one of the other executive directors to handle matters for the duration. Should the chairman not, or be unable to, designate a representative, the other executive directors shall decide between themselves who shall serve in such a capacity.
Board vacancies (chairman, executive directors) should be filled within a period not to exceed one (1) month.

Section 22

The Authority of the Board of Supervisors is defined to cover:

1. The execution of regular board of supervisor duties.
2. Auditing annual financial statements.
3. The election and dismissal of board supervisors.
4. Taking decisions regarding resignations of supervisors and standing supervisors.
5. Handling other relevant supervisory matters.

Section 23

The Board of Supervisors shall elect one (1) executive supervisor from amongst their number, who will supervise regular Association operations and serve as chairman of the Board of Supervisors.

Should the executive supervisor be unable to administer said responsibilities, she or he shall designate one of the other supervisors to handle matters for the duration. Should the executive supervisor not, or be unable to, designate a representative, the other supervisors shall decide between themselves who shall serve in such a capacity.

A vacancy in the position of executive supervisor should be filled within a period not to exceed one (1) month.

Section 24

Members chosen to serve as board members or supervisors shall not receive compensation for their services. Position terms last for three (3) years. Members may serve multiple terms if re-elected. The chairman of the board may serve a maximum of two consecutive terms. The term for board members and supervisors shall be calculated from the starting date of the first post-election board of directors meeting.

Section 25 A board member or supervisor should relinquish their position under any one of the following conditions:

1. Failure to maintain membership qualifications.
2. Request to quit responsibilities approved by either board of directors or board of supervisors.
3. Recalled or dismissed.
4. Membership rights have been suspended as punishment for more than one-half of the period of their elected term.

Section 26

The Association shall have one chief secretary and several staffs, recommended by the chairman and approved by the board of directors, who shall conduct overall operations under direction from the chairman. Hiring and dismissal activities related to these positions shall be reported formally to the executive authority.

Elected Association officers may not serve in the abovementioned positions.

The authority and responsibilities of these positions shall be defined separately by the chairman.

Section 27

The Association shall establish committees, teams and working groups. The board of directors shall draft and revise guidelines for such entities and such shall take effect following notification of the executive authority.

Section 28

The board of directors may appoint one (1) Emeritus President as well as several Emeritus Board Directors and advisors. The terms of such shall mirror those of the current board of directors / board of supervisors.

Section 29

Association responsibilities shall include:

General Assembly meetings include regularly scheduled and irregular meetings. The Association chairman shall call all such meetings. With the exception of irregular meetings called to address urgent issues, all meetings should be announced in writing at least 15-days in advance.

Regularly scheduled meetings of the General Assembly shall be held once each year. Irregular meetings may be held at the discretion of the board of directors, at the bequest of at least one-fifth of the membership, or in response to a formal request received from the board of supervisors.

Section 30

Should a member be unable to attend a meeting of the General Assembly, said member may appoint a proxy by noting such in writing. Each member shall be permitted to appoint one proxy only.

Section 31

Decisions of the General Assembly shall be considered valid as long as over one-half of members are in attendance. Decisions shall be considered passed when approved by a majority of members in attendance. However, decisions on the following issues require approval by at least a two-thirds majority of members in attendance.

1. Drafting and revising Association Bylaws.
2. Removal of member names from the membership roster.
3. Dismissal of board members and supervisors.
4. Allocation of Association resources.
5. Dissolution of the Association.
6. Other significant issues related to the rights and responsibilities of Association members.

Section 32

Both the board of directors and board of supervisors shall meet once each six months. Joint meetings and irregular meetings may be called as needed. All such meetings (except for irregular meetings) shall be announced in writing at least seven (7) days in advance. At least one-half of board directors / supervisors must be in attendance for decisions to be considered valid. Decisions shall follow the majority opinion of those in attendance.

Section 33

The board chairman and executive supervisor should be in attendance at all meetings of their respective boards. Proxies shall not be permitted to serve in their place. Should a board chairman or executive supervisor miss two consecutive meetings without valid reasons, the board shall treat said individual as having resigned her or his position and responsibilities.

Section 34

Should the chairman (or executive supervisor), without good reason, not call a board of directors (or board of supervisors) meeting for two consecutive times, a request should be submitted to the executive authority to formally rescind said individual's responsibilities to call such meetings and direct that another individual be selected to assume those responsibilities.

Section 35

Meetings of the Boards of Directors and Supervisors should be called at least 15 days prior to holding a meeting of the General Assembly. Information on General Assembly meeting type, time, and place should be submitted, along with a draft agenda, to the executive authority or primary relevant industry authority for review and comment.

Meeting minutes should be submitted to the executive authority for review and comment within 30 days after the meeting's conclusion.

Section 36

Sources of Association funding include:

1. Initiation fees: NT$5,000/member, payable upon member initiation into the Association
2. Regular dues: NT$/2,500, payable annually
3. Business fees / charges
4. Member donations
5. Service fees
6. Income from financial investments and interest
7. Other income

Section 37

The fiscal year of the Association shall follow the calendar year, beginning on January 1st and ending on December 31st.

Section 38

Annual Association budget (financial) reports must be reviewed by the board of directors, submitted to the General Assembly for approval, and submitted for reference to the executive authority during the two months prior to (after) the end of the calendar year. Should the General Assembly meeting be delayed, reports should be submitted to the executive authority before General Assembly review and approval. Financial statements should first be audited by the board of supervisors, and audit results submitted along with the original financial statements for review by the General Assembly.

Section 39

Once the Association has been dissolved, residual financial assets shall become the property either of local, autonomous organizations or of another organization specified by the executive authority.

Section 40

Issues not specifically addressed in the Bylaws shall be governed by relevant national laws.

Section 41

These Bylaws shall take effect upon passage by the General Assembly and approval by the executive authority. Amendments shall take effect in the same manner.

Section 42

These Bylaws have been approved and adopted on the 19th of October, 2005 by the second meeting of the first General Assembly.

Ministry of the Interior (MOI) approval was received on the 16th of October, 2005 in an official notification to the Taiwan Academy of Facial Plastic and Reconstructive Surgery (Soc. No. 094007884)