Association Bylaws

Constitution of the Specialist Association of Taiwan Special Care Dentistry

Adopted by the First General Assembly on December 10, 2005 (Year 94)
Amended by the Fourth General Assembly on December 10, 2017 (Year 106)
Amended by the Fourth Extraordinary General Assembly on May 20, 2018 (Year 107)
Amended by the Fifth General Assembly on November 14, 2021 (Year 110)

Chapter 1: General Provisions

Article 1

The name of the Association is the Specialist Association of Taiwan Special Care Dentistry (hereinafter referred to as “the Association”). The English name is The Specialist Association of Taiwan Special Care Dentistry.

Article 2

The Association is a legally established, non-profit social organization. Its purpose is to address the oral healthcare needs of persons with special needs and to improve their oral health and quality of life. “Special Care Dentistry” refers to medical care required by individuals with congenital or acquired disabilities or diseases that necessitate care different from that provided to the general population, encompassing prevention, diagnosis, and treatment.

Article 3

The organizational jurisdiction of the Association covers all administrative regions of the nation.

Article 4

The Association’s registered office is located in the jurisdiction of the competent authority, and branch offices may be established with the approval of the competent authority.
The organizational rules for branch offices shall be drafted by the Board of Directors and implemented upon approval by the competent authority.
Any establishment or relocation of the registered office or branch offices shall be reported to the competent authority for record.

Article 5

The missions of the Association are as follows:
1. To promote and develop scientific research and education related to special care dentistry.
2. To organize academic seminars and conferences related to special care dentistry.
3. To study and develop laws and regulations pertaining to special care dentistry.
4. To publish scientific journals and educational materials on care for persons with special needs.
5. To facilitate and promote international academic exchanges in the field.
6. To conduct board certification, accreditation of training institutions, and training programs for specialists in special care dentistry.
7. To cooperate with government agencies in promoting related tasks and assigned duties.
8. To apply for or accept government and related organizations’ research or evaluation projects.
9. To research, develop, and test oral hygiene equipment and supplies related to the care of persons with special needs.
10. To analyze and promote the rationalization of medical environments for oral care of persons with special needs domestically.
11. To undertake other matters consistent with the Association’s objectives and constitution.

Article 6

The competent authority of the Association is the Ministry of the Interior.
The primary supervising authority for its business activities in accordance with its objectives and missions is the Ministry of Health and Welfare.
The Association’s activities shall be subject to the guidance and supervision of the respective competent authorities.

Chapter 2: Members

Article 7

Members of the Association are classified into three categories:
Those who endorse the Association’s mission and have experience in promoting special care dentistry, oral hygiene, and health promotion are eligible to join.
• Regular Members: Dentists qualified under national regulations, approved by the Board of Directors and who have paid membership dues.
• Honorary Members:
Individuals who have made significant contributions or achievements in promoting special care dentistry or oral health, approved by the Board of Directors.
• International Members: Qualified dentists from outside the country who have made significant contributions or achievements in the relevant field, who apply and are approved by the Board of Directors.

Article 8

Members hold voting rights, the right to elect and be elected, and recall rights, with each member having one vote.
Honorary members do not possess these rights.

Article 9

Regular members are obligated to comply with the constitution, resolutions, and pay membership dues. Members who fail to pay dues shall forfeit membership rights. Failure to pay dues for two consecutive years shall be considered voluntary withdrawal. Members who resign, withdraw, or are suspended must settle any outstanding dues before applying for reinstatement, which is subject to Board approval.

Article 10

Members who violate laws, the constitution, or fail to abide by the general assembly’s resolutions may, upon Board resolution, be warned or suspended. Members whose conduct seriously harms the Association may be expelled by general assembly resolution.

Article 11

Membership termination occurs under the following conditions:
1. Submission of a resignation approved by the Board of Directors;
2. Loss of membership qualifications;要
3. Expulsion by resolution of the general assembly.

Article 12

Members may resign by submitting a written statement specifying reasons to the Association.

Chapter 3: Organization and Authority

Article 13

The general assembly is the highest authority of the Association. When membership exceeds 300, representatives may be elected proportionally by district to convene a representative assembly exercising the powers of the general assembly. Member terms last three years. The number of seats and election procedures shall be proposed by the Board and submitted to the competent authority for approval.

Article 14

The powers of the general assembly include:
1. Enacting and amending the constitution;
2. Electing and recalling directors and supervisors;
3. Deciding membership fees, annual dues, business expenses, and member donations;
4. Approving annual work plans, reports, budgets, and financial statements;
5. Deciding on expulsion of members;
6. Approving disposal of assets;
7. Deciding on dissolution of the Association;
8. Deciding other major matters related to member rights and obligations as defined by the Board.

Article 15

The Association shall have fifteen directors and five supervisors elected by regular members, forming the Board of Directors and Board of Supervisors respectively. In director and supervisor elections, three alternate directors and one alternate supervisor may be elected based on vote counts to fill vacancies in order. The current Board may propose a candidate list for the next term. Directors and supervisors may be elected by postal ballot, but not consecutively. Postal election procedures must be approved by the Board and reported to the competent authority.

Article 16

The powers of the Board of Directors include:
1. Reviewing member qualifications;
2. Electing and recalling executive directors and the Chairperson;
3. Deciding on the resignation of directors, executive directors, and Chairperson;
4. Hiring and dismissing staff;
5. Drafting annual work plans, reports, budgets, and financial statements;
6. Performing other necessary duties.

Article 17

The Board of Directors shall consist of five Executive Directors elected by the directors themselves. Among the Executive Directors, one shall be elected as the Chairperson of the Board.
The Chairperson is responsible for overseeing and directing the Association’s affairs internally and represents the Association externally. The Chairperson shall also preside over the General Assembly and the Board meetings.
If the Chairperson is unable to perform their duties, they shall designate an Executive Director to act on their behalf. If no designation is made or possible, the Executive Directors shall elect one among themselves to serve as acting Chairperson.
Vacancies in the Chairperson or Executive Directors positions must be filled by by-election within one month.

Article 18

The powers and duties of the Supervisory Board are as follows:
1. To supervise the execution of the Board of Directors’ duties.
2. To audit the annual financial statements.
3. To elect and remove the Executive Supervisor.
4. To decide on the resignation of Supervisors and Executive Supervisors.
5. Other supervisory responsibilities as required.

Article 19

The Supervisory Board shall have one Executive Supervisor elected by the Supervisors themselves, who oversees daily affairs of the Supervisory Board and serves as its Chairperson.
If the Executive Supervisor is unable to perform their duties, a Supervisor shall be designated to act on their behalf. If no designation is made or possible, the Supervisors shall elect one among themselves to act as Chairperson.
Vacancies in the Chairperson (Executive Supervisor) position must be filled by by-election within one month.

Article 20

Directors and Supervisors serve without remuneration for a term of three years and may be re-elected. The Chairperson may serve only one consecutive term. The term of office for Directors and Supervisors begins from the date of the first Board meeting of the current term.

Article 21

Directors or Supervisors shall be immediately removed from office if they meet any of the following conditions:
1. Loss of membership qualifications.
2. Resignation approved by the Board of Directors or Supervisory Board.
3. Removal or recall.
4. Suspension lasting for more than half of their term.

Article 22

The Association shall appoint one Secretary-General who shall handle the Association’s affairs under the direction of the Chairperson. Other staff members shall be nominated by the Chairperson, approved by the Board of Directors, and reported to the competent authority for record.
The dismissal of the Secretary-General must be reported to the competent authority for approval.
Board members and Supervisors shall not serve as staff.
The powers, responsibilities, and hierarchy of staff shall be separately determined by the Board.

Article 23

The Association may establish various committees, working groups, or other internal organizations. Their organizational rules shall be implemented upon approval by the Board of Directors and subject to the same process for amendments.

Article 24

The Association may appoint an Honorary Chairperson and several Honorary Directors and Advisors. These positions are unpaid, and the term of appointment coincides with the term of the current Board and Supervisory members.

Chapter 4: Meetings

Article 25

The General Assembly consists of regular meetings and extraordinary meetings, convened by the Chairperson. Except for emergency extraordinary meetings, notices must be given in writing at least fifteen days prior to the meeting.
Regular meetings are held once annually. Extraordinary meetings may be convened when deemed necessary by the Board of Directors, upon request by one-fifth or more of the members, or upon request from the Supervisory Board.
After legal entity registration, extraordinary meetings can also be convened upon the request of at least one-tenth of the members.

Article 26

Members unable to attend the General Assembly in person may appoint another member in writing as a proxy. Each member may only represent one other member.

Article 27

Resolutions of the General Assembly require a majority of attending members and approval by a majority of those present. However, the following matters require approval by at least two-thirds of attending members:
1. Adoption and amendments of the constitution.
2. Expulsion of members.
3. Recall of Directors or Supervisors.
4. Disposal of assets.
5. Dissolution of the Association.
6. Other major matters related to member rights and obligations.
After legal entity registration, amendments to the constitution require approval by at least three-fourths of attending members or two-thirds of all members by written consent.
The Association may be dissolved at any time with approval by at least two-thirds of all members.

Article 28

The Board of Directors and the Supervisory Board shall each meet at least once every six months. Joint meetings or extraordinary meetings may be convened as necessary.
Except for extraordinary meetings, notices must be given in writing at least seven days prior to meetings. Resolutions require a majority of members present and approval by a majority of those attending.

Article 29

Directors are required to attend Board meetings, and Supervisors are required to attend Supervisory Board meetings. Neither Board members nor Supervisors may appoint proxies to attend on their behalf. Absence without cause for two consecutive meetings shall be deemed resignation.

Chapter 5: Finances and Accounting

Article 30

Sources of the Association’s funds include:
1. Admission fees: NTD 1,000 for regular and international members, payable upon admission.
2. Annual dues: NTD 2,000 for regular and international members.
3. Business expenses.
4. Member donations.
5. Commissioned income.
6. Funds and their income.
7. Other income.

Article 31

The Association’s fiscal year is based on the calendar year, starting January 1 and ending December 31.

Article 32

Two months prior to the start of each fiscal year, the Board of Directors shall prepare an annual work plan, budget, and staff compensation plan, to be approved by the General Assembly. If the General Assembly cannot be convened on time, approval by the joint Board and Supervisory meeting shall suffice. The approved documents shall be submitted to the competent authority before the fiscal year begins. Within two months after the fiscal year ends, the Board shall prepare an annual report, financial statements, cash flow statements, balance sheets, property inventories, and fund revenue and expenditure reports, submit these to the Supervisory Board for audit, and then present the audited documents with the Supervisory Board’s opinions to the General Assembly for approval. If the General Assembly cannot be convened on time, the documents shall be submitted to the competent authority by the end of March.

Article 33

Upon dissolution of the Association, any remaining assets shall be transferred to the local government or an organization designated by the competent authority.

Chapter 6: Supplementary Provisions

Article 34

Matters not stipulated in this Constitution shall be governed by relevant laws and regulations.

Article 35

This Constitution shall take effect upon approval by the General Assembly and registration with the competent authority. Amendments shall follow the same procedure.

Article 36

This Constitution was approved by the Third General Assembly of the Sixth Term on November 3, 2024 (Year 113).
It was filed with the Ministry of the Interior for record approval on [date to be inserted].