As of June 2002

CHARTER OF THE TAIPEI FOREIGN CORRESPONDENTS CLUB
THE CLUB AND ITS PURPOSES

1. The Taipei Foreign Correspondents Club is established for the purposes of providing professional channels for the community of foreign correspondents and associates to pursue the gathering of news, and to provide social and cultural outlets in order to strengthen and enhance that community.
2. The income and property of the Club shall be applied purely towards the purposes of the club, and shall not directly or otherwise be transferred to profit those who at any time are or have been Members of the club.

MEMBERSHIP

3. The membership of the club shall consist of:
   a. Correspondent Members who satisfy the Steering Committee that their professional duties are representing the foreign news media in a journalistic capacity.
   b. Associate Members who satisfy the Steering Committee that their professional duties are representing local news media in a journalistic capacity or are otherwise considered fit and proper persons to admit as Members.
   c. Corporate Members whose organizations wish to appoint persons who in the opinion of the Committee are fit and proper persons to admit to the Club in whichever category of membership. The Corporate Member appointee may at any time and at the discretion of the Corporate Member organization be changed or alternated subject to the basic conditions laid down in the club rules.
4. All interested persons are invited to apply for membership under one of the three categories. Persons whose applications are disputed will be notified promptly by the Committee, otherwise membership shall be activated upon payment of annual dues. (See by-laws concerning payment of dues.)
5. In general, all Members will be entitled to full participation in Club activities. But in some limited cases, some privileges and voting rights will be reserved exclusively for Correspondent Members.
6. A Member shall notify the Committee of any circumstances which may affect his or her membership classification. The Committee will then meet upon its own and notify the Member promptly of any changes in the Member’s membership status.
7. If any Member violates the Charter or By-Laws of the Club, or if his or her conduct shall, in the opinion of the Committee, be injurious to the character or interests of the Club, the Committee shall consider the case and take appropriate action.
8. Members’ guests shall be welcome to join in club activities subject to limitations imposed by the Committee.

MANAGEMENT OF THE CLUB

9. Management of the Club is entrusted to the Steering Committee, whose decision in all matters is final. The committee is responsible for club activities, the setting of by-laws, representation of the club, management of its business affairs, and advocating the professional interests of Members.
10. The Steering Committee shall consist of the following Officers:a) President, Vice-president and Treasurer to be elected from Correspondent Members and by Correspondent Members;

    b) Activities Chairperson and Membership Chairperson, to be elected by and from among all members of the club.

11. The Committee shall receive no remuneration for services rendered to the Club. Members of the Committee shall declare any conflict of financial or professional interests.
12. The Committee shall fill any vacancies among the Officers by appointment from among qualified Members, such appointments being effective until the next election.
13. The Club’s finances shall be in the hands of the Committee acting through the Treasurer, whose actions shall be subject to the authority of the Committee.
14. A written report on the Club’s finances shall made be available by the Treasurer to all Members at the annual meeting.
15. The seal of the club shall not be affixed to any instrument except by the authority of the Committee. No business or transactions or solicitations or commitments on behalf of the Club shall be taken by any officer or Member without the prior approval of the Committee.
16. The Committee may from time to time appoint sub-committees to facilitate the organization and operation of the Club; the chair of any such committee must be a member of the Committee.
17. Every member of the Committee shall be indemnified by the Club, and it shall be the duty of the Committee out of the funds of the Club to pay all costs, losses and expenses which any Member may incur or become liable to by reason of any decision taken at the authority of the Committee.

MEETINGS

18. The Steering Committee shall meet at least once a month.
19. A General Meeting of the Club shall be held at least once each year, at which newly elected Officers shall assume their posts, and reports on the affairs of the Club shall be heard.
20. The quorum for a General Meeting shall be one-third of the Correspondent Members.
21. The Committee may convene an extraordinary meeting of the Club whenever the Committee considers it necessary or upon petition to the Committee from one-third of the members. The quorum for such a meeting to conduct business shall be one-third of the Correspondent Members.

NOMINATION AND ELECTION OF THE STEERING COMMITTEE

22. Officers of the Steering Committee shall be elected once a year by secret ballot.
23. It shall be the duty of the Committee to prepare a list of candidates eligible to serve as Officers, and communicate that list to all Members entitled to vote, along with ballots for voting.
24. Candidates for the Steering Committee shall be nominated from the eligible members for the respective posts, with one seconder. Written nominations must be received in advance of any general meeting called for that purpose.
25. It shall be the duty of the nominator and seconder to ascertain if the candidate nominated agrees to stand for election. The nominator and/or seconder shall specify such in the nominating communication.
26. The President, Vice-President and Treasurer shall be elected among Correspondent Members and by Correspondent Members; the chairpersons for Activities and Membership shall be elected by and among the entire membership.
27. If the election of Officers is conducted by mail or by fax, and not at a general meeting, the Committee shall assign an independent and impartial person or organization to be responsible for compiling the votes. They shall promptly notify Members of the results.
28. The President shall serve no more than two consecutive terms, but there shall be no limit on the number of consecutive terms other Officers on the Committee may serve.

DISSOLUTION OF THE CLUB AND DISPOSAL OF ASSETS

29. The club shall be dissolved if total membership falls below 15 Correspondent Members.
30. In the event of dissolution, assets of the club will be given to appropriate charities at the discretion of the Steering Committee.

ADVISORY COUNCIL

31. The Steering Committee may appoint an advisory council of up to nine members who represent locally based media organizations and other reputable individuals concerned with the welfare of the foreign press in Taiwan. The council members shall be appointed for a three-year term. They should meet with the elected Steering Committee at least once each year and render advice and aid as requested by the President and Steering Committee.

AMENDMENT OF THE CHARTER

32. Amendments to the Club Charter shall be submitted to the Steering Committee and approved by at least half of the Correspondent Members.

NOTE: This charter was approved by members as of June 1, 1998, with addition of Article 31 approved at a general meeting on January 29, 2000.

BY-LAWS

I. Annual membership dues shall be set at $3,000 New Taiwan dollars per year for Correspondent Members and $3,000 New Taiwan dollars a year for Associate Members. (adopted June 1998/revised November 1998/revised February 2001)

II. Subscriptions for corporate membership will be $10,000 New Taiwan dollars for not more than three persons, to be named by the Corporate Member. (adopted June 1998, amended May 2015)

III. Dues and subscriptions are payable upon application and are renewable at the beginning of the calendar year. Membership cards will be issued upon payment of dues. (adopted June 1998)

IV. Members arriving in Taiwan or commencing employment in a journalistic capacity after June 30 may pay half-year dues for that calendar year. (adopted July, 1998; amended May 2015)

V. Members who are transferred or otherwise leave their work positions may pass their membership to their successor in the same post, pending approval of the Steering Committee. Requests for transferal of membership should be submitted to the committee in writing and should confirm that the original member approves of the transfer. (adopted Sept. 1998)

BY-LAWS FOR THE CONDUCTING OF THE ELECTION OF COMMITTEE MEMBERS

1)  These guidelines are drafted for the benefit of members as an interpretation of Articles 22 through 28 of the Club Charter for the purpose of clarifying and simplifying the Nomination and Election of the Steering Committee.

2) The Committee may choose a Returning Officer to conduct the Nomination and Election of the Steering Committee at its discretion.

1. a) Prior to the Annual General Meeting during which the election shall be held, the committee shall inform members if it has chosen to appoint a Returning Officer, and shall inform members the Returning Officer’s name and contact information which may include, email address, phone number or other means of communication.
   b)  A Returning Officer shall be responsible for conducting the election for the positions of the club’s Steering Committee and shall follow the rules outlined in the club Charter and in the Guidelines for the Election of Committee Members for the conduct of such an election.
   c)  A Returning Officer shall be a paid-up Correspondent or Associate Member.
   d)  A Returning Officer shall not be a current committee member and may not run for election as a Committee member in the elections for which s/he is conducting. S/he may be a former committee member.
   e)  A Returning Officer may vote in the elections over which s/he presides with his/her vote having the same value as each other vote and in accordance with
   his/her membership category.
   f)  A Returning Officer shall hold that position until the completion of the election for which s/he has been appointed to conduct.
   g)  The Committee may appoint a Returning Officer to conduct other votes at its discretion.3)
2. a)  Nominations for the Committee may be made to the Returning Officer prior to the commencement of the AGM or at the AGM up to the start of the conduct of theb-i)    All nominations must meet the requirements for nomination and election of the committee, namely; The nominated person (Candidate) must be nominated by a
   member of the club (Nominator) and by a second member of the club (Secondor).
   b-ii)   The Candidate, Nominator and Secondor must be paid-up members at the time of the nomination being put forward.
   b-iii)  The Candidate, Nominator and Secondor for the positions of President, Vice President and Treasurer must be Correspondent Members.
   b-iv)   The Candidate, Nominator and Secondor for the positions of Activities Chair and Membership Chair may be either Correspondent or Associate Members.
   c)  Nominations shall be considered valid only if they meet the requirements b-i) through b-iv) above.
3. d)  The Committee or the Returning Officer shall inform the Candidate of his/her nomination being successful as soon as practical after the requirements have been met.
   Any person submitting a nomination without being notified of their nomination being successful should consider that nomination to have failed.Proxy Voting
   4)  In order to ensure smooth and fair voting, the Committee or the Returning Officer may conduct proxy voting in addition to voting held at the AGM. A proxy vote is a vote submitted in lieu of the member’s attendance at the AGM.
   a)  Proxy votes may not count toward the calculation of the quorum of the meeting.
   b)  Valid nominations received by the Committee, or the Returning Officer where one has been appointed, 48 hours prior to the announced commencement date and time of the AGM shall be eligible to receive proxy votes. Nominations received after this time shall not be eligible for proxy votes, but may still be eligible to receive votes in the election held during the AGM.
   c)  Valid nominations received by the Committee or the Returning Officer, where one has been appointed, shall be sent to all members as soon as practical after the expiry of the 48-hours-prior deadline.
   d)  Eligible members, as outlined in the Club Charter, may submit their proxy votes to the Committee or the Returning Officer, where one has been appointed, up to 24 hours prior to the announced commencement date and time of the AGM. Proxy votes received after this time shall not be eligible.
   e)  The Committee, or the Returning Officer where one has been appointed, shall collate details of each member voting by proxy and the Candidate for whom they vote in order to confirm the voting member’s eligibility to vote.
   f)  Where a Returning Officer has been appointed, s/he shall confirm with the Committee the valid membership status, including membership category, of each person voting by proxy.

    

   Conduct of the Election at the AGM
   5)  Elections for the Club’s Steering Committee shall be conducted in accordance with the Club’s Charter at the commencement of the AGM and once quorum has been
   established.
   a)  Only paid-up members of the club may vote, and only paid-up members may stand for election.
   b)  Elections shall be conducted by secret ballot.
   c)  Candidates may give a short speech at the AGM prior to the election, the length and order of which shall be at the discretion of the Committee, or the Returning Officer where one has been appointed. Other Candidates for the same position shall not be in the room when a Candidate gives his/her speech.
   d)  The Committee, or the Returning Officer where one has been appointed, shall distribute ballots after speeches have concluded, ensuring that voters are paid-up members and that voters are eligible to vote for Steering Committee positions as outlined in these bylaws and in the Charter.
   e)  Voters shall clearly write the name of Candidate for whom they wish to cast their vote next to the position nominated. If the name of the Candidate being voted for cannot be understood by the Committee, or the Returning Officer where one has been appointed, then that vote for that position may be declared invalid. All other votes on that ballot shall remain valid if they can be understood. The Committee, or the Returning Officer where one has been appointed, may at its discretion use alternative methods for conducting a secret ballot.
   f)  The Committee, or the Returning Officer where one has been appointed, shall include the proxy votes in the counting of the ballots ensuring to avoid that members voting at the AGM did not also vote by proxy. Where a member is present for the election at the AGM and has also voted by proxy, his/her proxy vote shall be discarded.
   g)  Votes shall be counted publicly with the Candidate receiving the most votes being declared the winner.
   h)  In the event of a tie for the most votes, a recount shall be conducted. If the recount returns the same result then a new secret ballot shall be held only between those Candidates tied for the most votes. The re-vote should be conducted after all ballots for other Committee positions has been completed.
   i)  In the event of a re-vote due to a tie, all Candidates for that position including those eliminated, may make a short speech at the discrection of the Committee, or the Returning Officer where one has been appointed. Other Candidates for the same position should not be in the room during such speeches.

   6) Those members elected to the Steering Committee shall take up their posts immediately at the conclusion of the election.
   (Adopted February 2006)