Logo of the Taiwanese Association of Hispanists

Bylaws of the Taiwanese Association of Hispanists

Organization approved by the Ministry of the Interior, letter Tai-Nei-Tuan-Zi No. 1100017785, dated April 19, 2021 (ROC year 110).

Adopted by the Constituent General Assembly on September 25, 2021 (ROC year 110) and submitted to the Ministry for record.

Chapter I: General Provisions

Article 1

The name of this association shall be 臺灣西班牙語學會 (hereinafter referred to as “the Association”). Its Spanish name shall be Asociación Taiwanesa de Hispanistas, abbreviated as ATH. The emblem is inspired by Spain’s famous patterned tiles, incorporating several key elements from the Hispanic world, including:

  1. The totem is designed as a sun.
  2. The sun’s rays are formed by the Association’s acronym ATH.
  3. The center of the sun is the representative Spanish symbol, the letter ñ.
  4. It uses the sun’s colors (red, yellow) and the Aztec black.

Article 2

The Association is a non-profit public welfare social organization established in accordance with the law. Its purpose is to promote cultural exchange between the Republic of China (Taiwan) and Spanish-speaking countries, as well as with other Hispanist-related institutions worldwide. While respecting the characteristics of its own national culture, the Association shall strengthen the research and teaching of Spanish literature, culture, and language; encourage and assist in the professional development of local Spanish language teachers; and conduct liaison and cooperation with relevant academic institutions domestically and internationally.

Article 3

The missions of the Association are as follows, to be promoted and executed in accordance with relevant laws and regulations: To hold domestic and international academic conferences, periodically or aperiodically; to organize various seminars, lectures, workshops, and other professional activities that promote cultural exchange; to exchange important information related to the Association; and to undertake other matters consistent with the Association’s purpose.

Article 4

The competent authority of the Association is the Ministry of the Interior. The Association’s designated activities shall be subject to the guidance and supervision of the respective competent authorities for those activities.

Article 5

The organizational area of the Association shall be the national administrative region.

Article 6

The registered address of the Association shall be located in the district under the jurisdiction of the competent authority, and it may establish branches upon approval from the competent authority. The organizational rules for such branches shall be drafted by the Board of Directors and submitted to the competent authority for approval before implementation. The establishment and any change of the registered address or branch addresses shall be reported to the competent authority for record.

Chapter II: Members, Directors, and Supervisors

Article 7

The membership and dues of the Association are classified as follows:

  1. Regular Member: Any person aged twenty or older who is engaged in work related to Spanish literature, culture, language, or other academic research, who supports the Association’s purpose and is willing to abide by its Bylaws. Applicants must be recommended by two current members, submit an application form, be approved by the Board of Directors, and pay the dues to become a Regular Member. The admission fee is NT$1,000, payable upon entry. The annual dues are NT$1,000.
  2. Student Member: Any student enrolled in a domestic or foreign college or university. Applicants must be recommended by two current members, submit an application form, be approved by the Board of Directors, and pay the dues to become a Student Member. The admission fee is NT$500.
  3. Sponsoring Member: Any individual or group that supports the Association’s purpose and sponsors its funds or resources. Applicants must submit an application form and, upon approval by the Board of Directors, will be issued a certificate of appreciation by the Association, thereby becoming a Sponsoring Member.
  4. Honorary Member: The Association may, by resolution of the General Assembly, invite individuals (members or non-members) who have made special contributions to the Association to become Honorary Members. The Association will issue a certificate of honor.

Article 8

Members (or member representatives) shall have the right to vote, elect, be elected, and recall in the General Assembly. Each member (or member representative) has one vote. However, Student Members, Sponsoring Members, and Honorary Members shall not have the foregoing rights. Members also have the following rights:

  1. Priority right to use the Association’s materials and publications;
  2. Priority right to participate in various academic activities organized or sponsored by the Association.

Article 9

The term of office for the Directors and Supervisors of the Association shall be three years.

Article 10

The Association shall have 9 Directors and 3 Alternate Directors. The President shall be elected from among the Directors.

Article 11

The Association shall have 3 Supervisors (one of whom shall be the Standing Supervisor) and 1 Alternate Supervisor. The Board of Supervisors shall have a Standing Supervisor, elected from among the Supervisors, who shall oversee daily affairs and serve as the chairperson of the Board of Supervisors.

Article 12

Members have the obligation to abide by the Association’s Bylaws, resolutions, and pay dues. Members who fail to pay dues shall not enjoy membership rights. Those who fail to pay for two consecutive years and still refuse after notification shall be deemed to have automatically withdrawn from the Association. Members who have been expelled, have withdrawn, or have been suspended, and wish to apply for reinstatement or restoration of rights, must pay all outstanding dues, unless an exception is approved by the Board of Directors for a valid reason.

Article 13

When a member (or member representative) violates laws, the Bylaws, or fails to comply with General Assembly resolutions, the Board of Directors may issue a warning or suspend their rights. In cases of serious harm to the Association, the member may be expelled by a resolution of the General Assembly.

Article 14

A member shall lose their membership in any of the following circumstances:

  1. Death.
  2. Loss of membership qualifications.
  3. Expulsion by a resolution of the General Assembly (of member representatives).

Article 15

A member may withdraw from the Association by submitting a written statement to the Association detailing the reasons. Membership shall be terminated upon the date of receipt of the statement.

Chapter III: Organization and Powers

Article 16

The General Assembly shall be the highest governing body of the Association. If the number of members (member representatives) exceeds 300, member representatives may be elected proportionally by district to jointly convene a General Assembly of Representatives, which shall exercise the powers of the General Assembly. The term of office for member representatives shall be the same as that of Directors and Supervisors. The number of representatives and the election method shall be implemented after approval by the Board of Directors and reported to the competent authority for record.

Article 17

The powers of the General Assembly (of member representatives) are as follows: To adopt and amend the Bylaws; to elect and recall Directors and Supervisors; to resolve on the amount and method of admission fees, annual dues, project fees, and member donations; to approve annual work plans, reports, budgets, and financial statements; to resolve on the expulsion of members; to resolve on the disposal of property; to resolve on the dissolution of the Association; and to resolve on other major matters related to the rights and obligations of members. The scope of “other major matters” mentioned in the preceding item shall be determined by the Board of Directors.

Article 18

The Directors and Supervisors of the Association shall be elected by the members (member representatives), forming the Board of Directors and the Board of Supervisors, respectively. If the number of candidates exceeds the number of positions to be filled, the election shall be conducted by secret ballot. When electing the aforementioned Directors and Supervisors, Alternate Directors and Alternate Supervisors may be elected simultaneously based on the vote count; they shall fill vacancies in sequence. The Board of Directors may propose a reference list of candidates for the next term’s Directors and Supervisors. The election of Directors and Supervisors may be conducted by correspondence. The method for election by correspondence shall be implemented after approval by the Board of Directors and reported to the competent authority for record.

Article 19

The President shall manage and supervise the Association’s affairs internally, represent the Association externally, and preside as chairperson of the General Assembly and the Board of Directors. When the President is unable to perform his/her duties, he/she shall appoint one Director to act in his/her stead. If no appointment is made or cannot be made, the Directors shall elect one from among themselves to act as proxy. In the event of a vacancy in the position of President or Standing Director, an election to fill the vacancy shall be held within one month.

Article 20

The powers of the Board of Directors are as follows:

  1. To review and approve the qualifications of members (member representatives).
  2. To elect and recall the President.
  3. To resolve on the resignation of Directors and the President.
  4. To appoint and dismiss staff.
  5. To draft annual work plans, reports, budgets, and financial statements.
  6. To propose a reference list of candidates for the next term’s Directors and Supervisors.
  7. To execute other matters as required.

Article 21

When the Standing Supervisor is unable to perform his/her duties, he/she shall appoint one Supervisor to act in his/her stead. If no appointment is made or cannot be made, the Supervisors shall elect one from among themselves to act as proxy. In the event of a vacancy in the position of the Chairperson of the Board of Supervisors (Standing Supervisor), an election to fill the vacancy shall be held within one month.

Article 22

The powers of the Board of Supervisors are as follows:

  1. To supervise the execution of work by the Board of Directors.
  2. To audit the annual financial statements.
  3. To oversee financial matters.
  4. To elect and recall the Standing Supervisor.
  5. To resolve on the resignation of Supervisors and the Standing Supervisor.
  6. To perform other supervisory matters as required.

Article 23

Directors and Supervisors shall serve as unpaid volunteers. Their term of office is three years, and they may be re-elected for one consecutive term. The re-election of the President is limited to one consecutive term. The term of office for Directors and Supervisors shall be calculated from the date of the first Board meeting of their term.

Article 24

Directors and Supervisors shall be dismissed from their positions in any of the following circumstances:

  1. Loss of member (member representative) qualifications.
  2. Resignation due to personal reasons, approved by a resolution of the Board of Directors or the Board of Supervisors.
  3. Being recalled or removed.
  4. Being under suspension of rights for a period exceeding half of the term of office.

Article 25

The Association shall appoint one Secretary-General, who shall handle the Association’s affairs under the direction of the President, and other staff as needed. They shall be nominated by the President, appointed or dismissed by a resolution of the Board of Directors, and reported to the competent authority for record. The aforementioned staff shall not be concurrently held by Directors or Supervisors. The responsibilities and division of duties for staff shall be separately stipulated by the Board of Directors.

Article 26

The Association may establish various committees, groups, or other internal operational units. Their organizational rules shall be implemented after approval by the Board of Directors, and the same shall apply to any amendments.

Article 27

The Association may, by resolution of the Board of Directors, appoint one Honorary President, and several Honorary Directors and Advisors. Their term of appointment shall be the same as the term of office of the Directors and Supervisors.

Chapter IV: Meetings

Article 28

The General Assembly is divided into regular meetings and extraordinary meetings, which shall be convened by the President. A notice shall be sent to all persons required to attend 15 days in advance, except in the case of emergency extraordinary meetings. Regular meetings shall be convened once a year. Extraordinary meetings shall be convened when the Board of Directors deems it necessary, upon the request of more than one-fifth (1/5) of the members (member representatives), or upon the written request of the Board of Supervisors. After the Association has completed its legal person registration, extraordinary meetings may be convened upon the request of more than one-tenth (1/10) of the members (member representatives).

Article 29

When a member (member representative) is unable to attend the General Assembly in person, he/she may appoint another member (member representative) as a proxy in writing. Each member (member representative) may act as a proxy for one other member only.

Article 30

Resolutions of the General Assembly (of member representatives) shall be passed with a quorum of more than half of the members (member representatives) and the consent of a majority of the members present. However, the following matters shall require the consent of more than two-thirds (2/3) of the members present:

  1. The adoption and amendment of the Bylaws.
  2. The expulsion of a member (member representative).
  3. The recall of a Director or Supervisor.
  4. The disposal of property.
  5. The dissolution of the Association.
  6. Other major matters related to the rights and obligations of members.

After the Association has completed its legal person registration, amendments to the Bylaws shall require the consent of more than three-fourths (3/4) of the members present or the written consent of more than two-thirds (2/3) of all members. The dissolution of the Association may be resolved at any time by a vote of more than two-thirds (2/3) of all members.

Article 31

The Board of Directors shall meet at least once every 6 months, and the Board of Supervisors shall meet at least once every 6 months. Joint meetings or extraordinary meetings may be convened if necessary. When convening the aforementioned meetings, except for extraordinary meetings, a written notice shall be sent to all persons required to attend 7 days in advance. Resolutions of these meetings shall be passed with a quorum of more than half of the Directors or Supervisors, respectively, and the consent of a majority of those present. The Secretary-General shall record all resolutions of the Board of Directors in writing and submit them to the Board of Directors or the meeting chairperson for retention.

Article 32

Directors must attend Board of Directors meetings, and Supervisors must attend Board of Supervisors meetings. Attendance by proxy is not permitted at Board of Directors or Board of Supervisors meetings. Meetings of the Board of Directors, Board of Supervisors, and joint meetings of Directors and Supervisors may be convened via video conference. Directors and Supervisors attending such video conferences shall be deemed as attending in person. The sign-in and voting methods shall be adapted to the functionalities of the video conferencing equipment. However, matters involving elections, by-elections, recalls, or the establishment of organizational rules may not be conducted via video conference. Directors or Supervisors who are absent without cause for two consecutive meetings of the Board of Directors or Board of Supervisors, respectively, shall be deemed to have resigned.

Chapter V: Funding and Accounting

Article 33

The sources of funding for the Association are as follows:

  1. Admission fees.
  2. Annual dues.
  3. Project fees.
  4. Member donations.
  5. Income from commissioned services.
  6. Funds and their interest.
  7. Other income.

Article 34

The Association’s fiscal year shall be the calendar year, running from January 1 to December 31. Two months before the start of each fiscal year, the Board of Directors shall prepare the annual work plan, the budget of revenues and expenditures, and the staff salary schedule, and submit them to the General Assembly for approval (if the General Assembly cannot be convened as scheduled, they shall first be passed by a joint meeting of the Boards of Directors and Supervisors) and 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, the statement of revenues and expenditures, the cash flow statement, the balance sheet, the property inventory, and the statement of funds. These shall be sent to the Board of Supervisors for auditing, which shall then issue an audit report and return it to the Board of Directors. The complete set shall be submitted to the General Assembly for approval and reported to the competent authority by the end of March (if the General Assembly cannot be convened as scheduled, it shall first be passed by a joint meeting of the Boards of Directors and Supervisors before being reported to the competent authority).

Article 35

Upon dissolution of the Association, any remaining assets shall be transferred to the local self-governing body of the locality where the Association is based or to an organization designated by the competent authority. Regarding the appointment of liquidators and the liquidation procedures for the Association’s dissolution: if the Association is registered as a legal person, the procedures shall be handled in accordance with the Civil Code, unless otherwise stipulated by law; if the Association is not registered as a legal person, the procedures shall be handled according to a resolution of the General Assembly (of member representatives). If the General Assembly cannot reach a resolution, the President shall serve as the liquidator, and the liquidation provisions of the Civil Code shall apply mutatis mutandis.

Chapter VI: Supplementary Provisions

Article 36

Matters not stipulated in these Bylaws shall be handled in accordance with relevant laws and regulations.

Article 37

These Bylaws shall take effect after being passed by the General Assembly (of member representatives) and reported to the competent authority for record. The same shall apply to any amendments.

Article 38

These Bylaws were passed by the first General Assembly of the first term of the Association on September 25, 2021 (ROC year 110).

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