The Constitution of the Licensing Executive Society Chinese Taipei
Chapter I. General Provisions
Article 1. There shall be established a private foundation named “Licensing Executive Society Chinese Taipei” (hereinafter “LES Chinese Taipei”).
Article 2. LES Chinese Taipei shall be a non-profit civic and educational organization, established in accordance with the relevant laws and regulations of the Republic of China.
LES Chinese Taipei is established in pursuance of the following objectives:
1. to bridge communications among the government, universities, technology managers in industry, and the public on intellectual property management, technology assessment, technology transfer, and technology commercialization;
2. to foster international and cross-strait dialogues, cooperation, research and exchange on relevant subject matters;
3. to establish and maintain a platform for the exchange and cooperation of such knowledge and experiences as well as to provide analysis and assessment of information; and
4. to educate and encourage high standards and ethics among persons engaged in the domestic and international licensing and other transfer of technology and intellectual property rights.
Article 3. LES Chinese Taipei shall be organized within the national jurisdiction of the Republic of China.
Article 4. LES Chinese Taipei shall reside in the same region as the location of the governing authorities of the Republic of China and shall set up branches after being approved by the authorities concerned. The organization of the above-mentioned branches shall be enacted by the Board of Directors and shall take effect after being approved by the governing authorities.
The setting up or change of address of LES Chinese Taipei and its branches shall be reported to and approved by the governing authorities.
Article 5. The missions of LES Chinese Taipei are:
1. to provide intellectual property management and technology transfer related information to industry, government, academic, research institutions and the public;
2. to provide a professional platform for the exchange of knowledge and experiences on intellectual property management, technology assessment, and industry investment analyses;
3. to promote domestic and international dialogue, cooperation and exchanges;
4. to assist in the construction of a comprehensive mechanism for technology transfer in Taiwan;
5. to conduct research or education programs on intellectual property management, technology assessment, technology transfer, and related laws and policies;
6. to establish domestic and international strategic alliances with other interested organizations;
7. to survey and report statistics and findings on intellectual property management, technology assessment, and technology transfer; and
8. to pursue other missions deemed appropriated by the Board of Directors or at a General Membership Meeting of members, provided that they are consistent with the By-Laws of LES International.
Article 6. In accordance with the relevant laws and regulations of the Republic of China, the governing authority for LES Chinese Taipei’s organizational affairs shall be the Ministry of the Interior, whereas for operational affairs the Ministry of Economic Affairs shall be the governing authority.
The LES Chinese Taipei shall carry out its missions and objectives in compliance with the instruction and supervision of the governing authorities.
Article 7. In addition to observing the domestic law that governs it, the LES Chinese Taipei shall also abide by the Charter, By-Laws and other legally enforceable rules and/or regulations of LES International and its Rules of Conduct.
In the event a given LES International rule or resolution is in contradiction with the law, regulation or ordre public of the Republic of China, LES Chinese Taipei shall not carry out such rule or resolution unless and until the proper agencies and/or the final judiciary authority shall have the opportunity to resolve the issue.
Chapter II. Membership
Article 8. The LES Chinese Taipei membership is categorized as follows:
1. Individual member: Any individual above the age of twenty who subscribes to the objectives and causes of LES Chinese Taipei.
2. Honorary member: Any individual or organization whose contribution or likely contribution to the development of licensing and other transfer of technology and intellectual property rights, or to LES Chinese Taipei, is considered by LES Chinese Taipei (or the General Membership Meeting) to justify honorary membership of the LES Chinese Taipei.
All applications shall be submitted with a completed application form and membership dues paid in full for review by the Board of Directors.
Article 9. The LES Chinese Taipei membership shall consist of persons qualified and accepted for membership who are residents of Taiwan.
A person qualified for membership who resides in a country for which no LES Member Society exists, or who is a member of the LES Member Society constituted for his or her country of residence, may be a member of LES Chinese Taipei if the person so chooses and he or she is accepted by LES Chinese Taipei.
A person qualified for membership who is a resident of territories within the jurisdiction of the Republic of China and is a member of LES Chinese Taipei may be a member of any other LES Member Society if the person so chooses and he or she is accepted for membership.
Save as provided in the previous paragraph, a person who is a resident of Taiwan and qualified for membership of LES Chinese Taipei may not be or remain a member of any other LES Member Society.
Members of other LES Member Societies shall be accepted at meetings on the same terms as LES Chinese Taipei members.
Article 10. A member (or the member representative) has the right to vote, elect, be elected and be recalled. Each member (or his/her representative) carries one vote.
An Honorary member does not have this right.
Article 11. Each member has a duty to abide by this Constitution and resolutions enacted by the General Membership Meeting, and to pay membership dues.
Article 12. In the event a member (or his/her representative) violates the law, this Constitution, or the resolutions enacted by the General Membership Meeting, the Board of Directors may issue a warning or suspend that member’s membership. In the event of a gross violation, the General Membership Meeting may vote to expel that member.
Article 13. A member being expelled by the General Membership Meeting or losing membership shall no longer enjoy any rights of LES Chinese Taipei.
Article 14. A member may, on filing a written explanation, withdraw from LES Chinese Taipei.
Chapter III. Organization, Function, and Authority
Article 15. LES Chinese Taipei regards the General Membership Meeting as the highest authority.
When the number of members exceeds three hundred, the General Membership Meeting shall proportionally allocate the number of representatives from the different regions before conducting the meeting and exercising its functions and authority.
Each member representative shall serve a term of two years. The number of representatives and the conditions of their election shall be stipulated by the Board of Directors and shall take effect before being recorded by the governing authorities.
Article 16. The functions and authority of the General Membership Meeting are as follows
1. To make and amend the Articles herein;
2. To elect and recall the directors and the supervisors;
3. To decide on the amount and the method of the registration fee, the annual fee, operation costs, and the member’s donation;
4. To decide the annual project plan, report, budget, and final audit;
5. To decide the discharge of a member (or a member representative);
6. To decide the disposition of property;
7. To decide the dissolution of LES Chinese Taipei;
8. To deal with and decide on such other matters as deemed important in relation to the rights and duties of the members.
The scope of the matters mentioned shall be stipulated by the Board of Directors.
Article 17. LES Chinese Taipei shall elect fifteen Directors and five Supervisors from the members among themselves and shall respectively establish the Board of Directors and the Board of Supervisors.
Not more than two members of the Board of Directors may belong to one and the same professional organization.
While electing the above-mentioned directors and supervisors, the General Membership Meeting shall appoint three more directors and one more supervisor to wait to fill the vacancy according to the result of the vote. They shall fill the vacancy in case the seat of any director or supervisor becomes vacant during his/her term of office. The current Board of Directors shall nominate candidates for the election of subsequent directors and supervisors.
The method of voting is applicable for the election of the directors and the supervisors, but is not allowed to re-elect in the same manner. The conditions of the communication vote are to be stipulated by the Board of Directors and take effect after recorded by the governing authorities.
Article 18. The functions and authority of the Board of Directors are as follows:
1. To decide the required qualifications of members (or member representatives);
2. To elect and recall managing directors and standing supervisors;
3. To decide the resignation of the directors, managing directors and the Chairman of the Board of Directors;
4. To appoint and discharge employees;
5. To decide the annual project plan, report, budget, and final audit; and
6. To decide other necessarily executive matters.
Article 19. The Board of Directors shall elect five managing directors from among themselves to form the executive committee and elect a chairman from among managing directors.
The Chairman of the Board of Directors internally instructs general administrators of LES Chinese Taipei and externally represents LES Chinese Taipei. He shall be the Chairman of the General Membership Meeting and the Chairman of the Board of Directors.
In case the Chairman of the Board of Directors cannot exercise his/her powers and duties for any reason, he shall select one managing director to fill the vacancy. If the Chairman does not or cannot appoint his/her deputy, the other Directors shall elect one from among themselves to act on behalf of the Chairman of the Board of Directors.
Any vacancy of the seat of the Chairman of the Board of Directors or that of managing director shall be filled within one month.
Article 20. The functions and authority of the supervisors are as follows:
1. To operate the missions of the Board of Supervisors.
2. To decide the annual budget;
3. To elect and recall the standing supervisor;
4. To decide the resignation of supervisors and the standing supervisor; and
5. To supervise such other matters as deemed relevant.
Article 21. The Board of Supervisors shall elect one standing supervisor from among themselves to inspect routine administrative matters and to be the Chairman of the Board of Supervisors.
In case the standing supervisor cannot exercise his/her powers and duties for any reason, he shall select one supervisor to fill the vacancy. If the standing supervisor does not or cannot appoint his/her deputy, the other Supervisors shall elect one from among themselves to act on behalf of the standing supervisor.
Any vacancy of the seat of the Chairman of the Board of Supervisors (or the standing supervisor) shall be filled within one month.
Article 22. Directors and supervisors shall serve without monetary compensation. Each of the Directors and the Supervisors shall serve a term of two years and shall be eligible for re-election and re-appointment. The Chairman of Directors shall not be re-appointed more than once.
Article 23. A director or supervisor shall be discharged from his position in the event of one of the following:
1. Losing the qualifications required for membership of LES Chinese Taipei;
2. Resigning from the position and being adopted by the Board of Directors or the Board of Supervisors;
3. Being recalled or discharged;
4. Being suspended for longer than half of his/her term of office; and
5. Being declared legally incapacitated or convicted for a felony.
Article 24. LES Chinese Taipei shall have an Executive Director. Under the instructions of the Chairman, the Executive Director shall be charged with the general administration of LES Chinese Taipei.
Other employees shall be appointed and discharged by the Board of Directors upon nomination by the Chairman of the Board before being recorded by the governing authorities. The governing authorities shall first record the discharge of the general Executive Director.
No elected officers may serve as paid employees of LES Chinese Taipei.
The Board of Directors shall stipulate the functions and hierarchy of employees.
Article 25. LES Chinese Taipei shall set up different committees, groups, or other internal operative organizations. Where appropriate, these will follow the structure of equivalent bodies in LESI.. The articles shall take effect after being adopted by the Board of Directors. Subsequent amendment of these articles shall be effected in the same manner.
Article 26. LES Chinese Taipei may appoint one Honorary Chairman of the Board and several other honorary directors for its Board of Directors. The term of honorary directors is the same as that of directors and supervisors.
Article 27. LES Chinese Taipei shall designate two delegates from the members (or the member representatives) to represent LES Chinese Taipei on the Board of Delegates of LES International.
LES Chinese Taipei shall designate one additional delegate for each 200 members, or fraction thereof, above its first 200 members. For this purpose, the number of members shall include dues-paying members only, as determined and certified by the Secretary of LES International as of the 31st day of December each year.
At least one of the delegates designated shall be an officer of LES Chinese Taipei, preferably LES Chinese Taipei’s highest executive officer.
If a delegate is unable to attend a particular meeting of the Board of Delegates, LES Chinese Taipei shall designate a substitute delegate for the purpose of that meeting. If any delegate becomes the President or President-Elect of LES International, LES Chinese Taipei shall designate another delegate to serve in his place.
LES Chinese Taipei shall notify the Secretary of LES International of the names of its designated delegates and each substitute delegate designated for the purpose of a particular meeting of the Board of Delegates.
Article 28. LES Chinese Taipei shall report in writing to each meeting of the Board of Delegates on LES Chinese Taipei’s activities, membership, general financial condition and other relevant matters.
Chapter IV. Meetings
Article 29. The General Membership Meetings are divided into regular meetings and special meetings and shall be called by the Chairman of the Board of Directors. Except for special meetings called for emergency matters, notice shall be served to the Directors fifteen days prior to the meeting.
The regular meeting shall be convened once a year. Special meetings shall be promptly called and convened if and when considered necessary by the Board of Directors, or upon request by more than one-fifth of the total number of members, or upon request by the Board of Supervisors.
Having duly registered as a legal entity, a special meeting shall be promptly called and convened upon request by more than one-tenth of the total number of member representatives.
Article 30. A written proxy may be used in the event a member (or member representative) cannot attend a meeting. Each member (or member representative) may carry no more than one proxy in casting a vote.
Article 31. Resolutions of the General Membership Meeting shall require the presence of no less than half the members (or member representatives) and shall be adopted upon approval by the majority of the members present. However, decisions and amendments of the Articles herein, discharge of a member (or a member representative), director or supervisor, the disposition of property, the dissolution of LES Chinese Taipei, and other such matters as deemed important concerning the members’ duties and rights shall be adopted with the approval of at least two-thirds of the total number of members present.
Having duly registered as a legal entity, any amendment of the Articles of this Constitution shall be adopted with the approval of at least three-fourths of the total number of members present or by approval in written form of at least two-thirds of all the members. A resolution to dissolve LES Chinese Taipei shall be adopted and implemented upon the approval of at least two-thirds of all the members at any time.
Article 32. The meeting of the Board of Directors and the Board of Supervisors shall be convened at least every six months. A special meeting or a joint meeting may be called and convened when necessary.
Except for the special meeting, notice for the above-mentioned meeting shall be served to directors and supervisors at least seven days prior to the meeting. Meetings shall require the presence of no less than half of the number of the Board of Directors and Supervisors and resolutions shall be adopted upon approval by the majority of the members present.
Article 33. Directors shall attend the directors’ meeting and Supervisors shall attend the supervisors’ meeting and shall not have his/her deputy attend the meeting. In cases where a director or supervisor is absent twice for a meeting, he or she will be regarded as having resigned from the position.
Chapter V. Funds and Financing
Article 34. The following constitute the funding sources of this foundation:
1. Registration Fee: NT$1,000 for individual membership;
2. Annual Fee: NT$1,000 for individual membership;
3. Operation budget;
4. Donations from members;
5. Income from trusts;
6. Funds and its interest;
7. Grants received for conducting research; and
8. Other incomes.
Article 35. The fiscal year of LES Chinese Taipei is set according to the calendar year, from January 1st to December 31st.
Article 36. LES Chinese Taipei shall pay the dues to LES International as established by the Board of Directors of LES International for membership of LES International and for the maintenance of the International Roster, les Nouvelles, and other publications of LES International.
Article 37. LES Chinese Taipei shall decide the annual project plan, the annual budget of income and expenditure, and its employees’ salary two months prior to the beginning of each fiscal year and these matters shall be recorded by the governing authorities before the beginning of the fiscal year. (If the General Membership Meeting is not convened for certain reasons as scheduled, the directors’ joint meeting shall decide the above-mentioned matters). Within two months after the end of the fiscal year, LES Chinese Taipei shall have the annual project report, the year-end conclusion of fiscal receipt and expenditure, balance sheet, asset catalog, and cash flow chart examined by the Board of Supervisors. The Board of Supervisors shall provide opinions before the Board of Directors adopts and the General Membership Meeting approves the reports. The resolution shall be recorded by the governing authorities before March. (If the General Membership Meeting is not convened as scheduled, the governing authorities shall record the reports first).
Article 38. If LES Chinese Taipei should be dissolved for any reason, the residual assets shall belong to the governing authority in its locale or its designated entity.
Chapter VI. Appendix
Article 39. All matters not provided for in these Articles of endowment shall be governed by the relevant laws and regulations.
Article 40. The Articles herein shall take effect after being adopted by the Board of Directors and approved for recording by the governing authorities. Subsequent amendment to these Articles shall be effected in the same manner.
Article 41. The Articles herein were approved by the LES Chinese Taipei First General Meeting convened on October 19th, 2002 and submitted for review at the Ministry of the Interior.