About TPOD - Taiwan Professional and Organizational Development Network in Higher Education TPOD

Taiwan Professional and Organizational Development Network in Higher Education (TPOD) Charter

As adopted by the Founding General Assembly on November 14, 2015
As amended by the General Assembly on November 10, 2017
As amended by the General Assembly on November 29, 2019
As amended by the General Assembly on November 24, 2021

Chapter I: General Provisions

Article 1: This organization, established in accordance with the laws of the Republic of China (Taiwan), shall be known as the Taiwan Professional and Organizational Development Network in Higher Education, hereinafter referred to as the “Society,” abbreviated as “TPOD.” The purpose of the Society shall be to advance the professional development of teaching in higher education within Taiwan.

Article 2: The Society is a non-profit social organization organized in accordance with applicable laws and regulations.

Article 3: The jurisdictional scope of the Society shall encompass the entire territory of the Republic of China (Taiwan).

Article 4: The principal office of the Society shall be located in the area where the competent authority is situated. Upon approval by the competent authority, branch offices may be established as necessary.
The organizational guidelines governing such branch offices shall be formulated by the Board of Directors and shall become effective upon approval by the competent authority.
The establishment or alteration of the address of the principal office or any branch office shall be reported to the competent authority for recordation.

Article 5

The Society shall undertake the following primary missions:

1. To establish a professional network of personnel engaged in professional development in higher education in Taiwan.
2. To organize or participate in domestic and international academic conferences, workshops, communities of practice, and other professional exchange activities in the field of higher education professional development, with the objective of enhancing the quality and international visibility of Taiwan’s higher education.
3. To conduct research related to professional development in higher education and provide relevant recommendations.
4. To promote, facilitate, and support matters related to the Society’s purposes, and to foster resource sharing among its members.

Article 6: The competent authority overseeing the Society shall be the Ministry of the Interior of the Republic of China (Taiwan). The Ministry of Education shall serve as the supervisory authority concerning the Society’s mission and objectives. The Society shall be subject to the supervision and guidance of said authorities in accordance with their respective areas of jurisdiction.

Chapter II: Membership

Article 7

Membership in the Society shall consist of four categories: Individual Members, Student Members, Institutional Members, and Honorary Members. Eligibility for membership shall be as follows:

1.Individual Members: Persons engaged in teaching or professional development at accredited universities or colleges in Taiwan who support the purposes of the Society, participate in its activities, submit a membership application, are approved by the Board of Directors, and remit the required membership fee.
2.Student Members: Graduate students enrolled in fields related to teaching or professional development at accredited universities or colleges in Taiwan who support the purposes of the Society, participate in its activities, submit a membership application, are approved by the Board of Directors, and remit the required membership fee.
3.Institutional Members: Teaching centers or related entities affiliated with accredited universities or colleges in Taiwan that support the purposes of the Society, are willing to promote professional development in higher education, submit a membership application, are approved by the Board of Directors, and remit the institutional membership fee.
4.Honorary Members: Former directors or supervisors of the Society, or individuals who have made outstanding contributions to higher education, nominated by the directors or supervisors and approved by the Board of Directors. Honorary Members may attend Board meetings in a non-voting capacity.

Article 8: Individual Members and Institutional Members shall enjoy the right to vote, the right to stand for election, the right to be elected, and the right of recall. Each member shall have equal rights. Institutional Members may designate up to six representatives to exercise said rights on their behalf.
Student Members and Honorary Members shall not possess the rights of voting, standing for election, being elected, or recall.

Article 9: Members shall be obligated to abide by this Charter and all resolutions adopted by the General Assembly, and to remit membership fees in accordance with applicable provisions. Members who fail to fulfill such obligations may have their rights partially or fully suspended by resolution of the Board of Directors.

Article 10: Members who violate the law, this Charter, or resolutions of the General Assembly may be subject to warning or suspension by resolution of the Board of Directors. In cases where a member’s conduct causes significant harm to the Society, expulsion may be effected by resolution of the General Assembly.
Members who fail to pay annual membership fees for one consecutive year shall have their membership suspended; members who fail to pay for two consecutive years shall be deemed to have withdrawn automatically.

Article 11: Members who lose their qualifications for membership or are expelled pursuant to resolution of the General Assembly shall be deemed to have withdrawn from the Society.

Article 12: Members may voluntarily withdraw from the Society by submitting a written resignation stating the reasons therefor.

Chapter III: Organization and Authorities

Article 13: The General Assembly shall be the supreme authority of the Society. The Board of Directors shall constitute the executive body, and the Board of Supervisors shall serve as the supervisory body.
In the event that the number of members exceeds three hundred (300), the Society may conduct elections to select regional representatives, who shall form a Representative Assembly to exercise the functions of the General Assembly. The number and election procedures for such representatives shall be determined by the Board of Directors and submitted to the competent authority for recordation.

Article 14

The duties and powers of the General Assembly shall include:

1. Adoption and amendment of the Charter.
2. Election and recall of directors and supervisors.
3. Determination of membership fees, special fees, and donation procedures.
4. Approval of annual work plans, reports, budgets, and financial statements.
5. Expulsion of members.
6. Disposition of the Society’s assets.
7. Resolution regarding dissolution of the Society.
8. Resolution of other significant matters relating to the rights and obligations of members.

The scope of matters under Subparagraph 8 shall be defined by the Board of Directors.

Article 15: The Society shall elect nine (9) directors and three (3) supervisors from among the Individual and Institutional Members to form the Board of Directors and Board of Supervisors, respectively.
Two (2) alternate directors and one (1) alternate supervisor may be elected to fill vacancies as they arise, in order of the number of votes received.
The current Board of Directors may prepare a reference list of recommended candidates for the next election.
Elections may be conducted by correspondence; however, consecutive elections by correspondence are prohibited. Election methods shall be determined by the Board of Directors and submitted to the competent authority for recordation.

Article 16

The powers and duties of the Board of Directors shall include:

1. Review and approval of membership applications.
2. Election and recall of executive directors, the vice president, and the president.
3. Acceptance of resignations tendered by directors, executive directors, the vice president, or the president.
4. Appointment and dismissal of personnel.
5. Preparation of annual work plans, reports, budgets, and financial statements.
6. Recommendation of candidate lists for elections.
7. Execution of other affairs necessary to the functioning of the Society.

Article 17: The Board of Directors shall elect from among its members three (3) executive directors. One executive director shall serve as president, and another as vice president.
The president shall preside over internal affairs, represent the Society externally, and chair meetings of the General Assembly and Board of Directors.
The vice president shall assist the president in performing duties. In the event that the president is unable to perform such duties, the vice president shall act on their behalf.
Any vacancy in the office of president, vice president, or executive director shall be filled by by-election within one (1) month.

Article 18

The Executive Board of Directors shall be responsible for:

1. Handling routine affairs.
2. Implementing resolutions of the Board of Directors.
3. Supervising the affairs of the Society.

Article 19

The powers and duties of the Board of Supervisors shall include:

1. Supervising the conduct of the Board of Directors.
2. Reviewing annual financial statements.
3. Electing and recalling the executive supervisor.
4. Accepting resignations tendered by supervisors or the executive supervisor.
5. Executing other supervisory matters necessary to the operation of the Society.

Article 20: The Board of Supervisors shall elect from among its members one (1) executive supervisor to preside over daily supervisory affairs and chair Board of Supervisors meetings.
If the executive supervisor is unable to perform their duties, a substitute shall be designated; absent such designation, the supervisors shall elect one of their number to act on their behalf.
Any vacancy in the office of executive supervisor shall be filled by by-election within one (1) month.

Article 21: Directors and supervisors shall serve without compensation. The term of office shall be two (2) years, and directors and supervisors may be re-elected; provided, however, that the president may not serve more than two (2) consecutive terms.
The term of office shall commence on the date of the first meeting of the newly elected Board of Directors.
Directors or supervisors who are negligent in the performance of their duties may be subject to recall or dismissal upon proposal by the members and resolution adopted by two-thirds (2/3) of the Board of Directors or Board of Supervisors, at a meeting with a quorum of one-half (1/2) or more of its members.

Article 22

Directors or supervisors shall be removed from office under any of the following circumstances:

1. Loss of membership qualifications.
2. Resignation duly approved by the Board of Directors or Board of Supervisors.
3. Recall or dismissal.
4. Suspension from duties for more than one-half of the term of office.

Article 23: The Society may appoint a Secretary-General, nominated by the president and approved by the Board of Directors, to manage the daily affairs of the Society. An assistant may also be appointed as necessary.
Appointments and dismissals of the Secretary-General shall be reported to the competent authority.
The Secretary-General and assistant may not concurrently serve as directors or supervisors. Their authority, responsibilities, and remuneration shall be determined by the Board of Directors.

Article 24: The Society may establish committees, task forces, or other internal bodies as necessary. The organizational guidelines for such entities shall be adopted by the Board of Directors and reported to the competent authority for recordation. The same procedure shall apply to amendments thereto.

Article 25: The Society may appoint one (1) Honorary President and several Honorary Directors or Advisors. Their terms shall coincide with that of the incumbent directors and supervisors.

Chapter IV: Meetings

Article 26: The General Assembly shall convene once annually. Special meetings may be convened whenever deemed necessary by the Board of Directors, or upon request by one-fifth (1/5) or more of the members, or upon the request of the Board of Supervisors.
All members shall be notified of such meetings in writing, by email, or by other appropriate means at least fifteen (15) days prior to the meeting.
When necessary, General Assembly meetings may be conducted via written correspondence or video conferencing, subject to resolution by the Board of Directors and approval by the competent authority.

Article 27

Except as otherwise provided herein, resolutions of the General Assembly shall require the presence of a majority of members (or their designated representatives, in the case of Institutional Members) and the approval of a majority of those present.
Resolutions concerning any of the following matters shall require the approval of at least two-thirds (2/3) of the members present:

1. Amendments to this Charter.
2. Expulsion of members.
3. Recall of directors or supervisors.
4. Disposal of the Society’s assets.
5. Dissolution of the Society.
6. Other major matters affecting members’ rights and obligations.

Article 28: Meetings of the Board of Directors and Board of Supervisors shall be convened at least twice annually and may be held by video conferencing when necessary.
Special meetings may be convened upon request by one-third (1/3) or more of the directors or supervisors, or upon the request of the president or executive supervisor.
All directors or supervisors shall be notified of such meetings in writing, by email, or by other appropriate means at least seven (7) days prior to the meeting.
Except as otherwise provided herein, resolutions shall require the approval of a majority of the directors or supervisors present at a meeting with a quorum of one-half (1/2) or more of the directors or supervisors.
Directors or supervisors who fail to attend two consecutive meetings without just cause shall be deemed to have resigned.

Chapter V: Financial Management and Accounting

Article 29

The financial resources of the Society shall be derived from the following:

1. Membership fees.
2. Donations.
3. Income from commissioned projects.
4. Funds and interest derived therefrom.
5. Other lawful sources of income.

Article 30: The fiscal year of the Society shall be based on the calendar year, commencing on January 1 and concluding on December 31 of each year.
The Board of Directors shall prepare an annual work plan, a budget proposal, and a roster of directors and supervisors (if applicable) two (2) months prior to the commencement of each fiscal year and submit such documents to the General Assembly for approval.
In the event that the General Assembly cannot convene as scheduled, the documents shall be submitted to the competent authority for approval, with subsequent ratification at the next General Assembly meeting.
Within two (2) months following the conclusion of each fiscal year, the Board of Directors shall prepare an annual work report, a financial statement, a cash flow statement, a balance sheet, a property inventory, and a statement of revenues and expenditures, and submit such documents to the Board of Supervisors for review. After review by the Board of Supervisors, the documents shall be submitted to the General Assembly for ratification.
Documents specified in the preceding paragraph shall be submitted to the competent authority for recordation by the end of March each year.

Article 31: Upon dissolution of the Society, any remaining assets shall be transferred to an organization designated by resolution of the General Assembly or to a competent authority, in accordance with applicable laws and regulations.

Chapter VI: Supplementary Provisions

Article 32: Any matters not provided for herein shall be governed by applicable laws and regulations of the Republic of China (Taiwan).

Article 33: This Charter, and any amendments hereto, shall become effective upon approval by the General Assembly and the competent authority.