Article 8.
The
CTFA shall establish a Board of Directors consisting
of nine to fifteen directors, selected and appointed
by the competent authority from among pertinent
government agency representatives, scholars and
motion picture-industry experts, as well as
independent individuals.
Article 9.
1. A board director shall serve for a term of three
years, but upon completion of said term of
office may be reappointed as long as the number of
reappointed directors does not exceed
one half of the total number of directors.
2. Any board director unable to conduct his or her
duties due to resignation, death, change of
functional duties for the representative agency that he or
she represents, or other causes,
shall be dismissed. The competent authority shall fill the
vacancy by appointing a succeeding
director to serve for the remainder of the dismissed
director’s term of office.
3. When it is not possible to appoint a new director
in time for a given vacancy, the term of
office of the out-going director for that vacancy shall be
extended only until a new director is
appointed and assumes office.
Article 10.
The
Board of Directors shall elect one Chairman and one
Managing Director from among the directors.
Article 11.
The
Chairman shall represent the CTFA externally, and
shall preside over the Board of Directors meetings,
and undertake overall management of board matters.
When the Chairman is on leave or unable to exercise
his or her power and authority for any reason, the
Managing Director shall act on his or her behalf.
When the Managing Director is also on leave or
unable to exercise his or her power and authority
for any reason, the Chairman or the Managing
Director shall designate one board director to act
on his or her behalf. In the absence of such a
designation, the directors shall elect from among
themselves an acting chairman.
Article 12.
Duties and powers of the Board of Directors
1. Appointing and discharging the CTFA Executive
Director;
2. Raising, safekeeping and deploying CTFA funds;
3. Reviewing and ratifying the CTFA organizational
chart and staff remuneration standards;
4. Verifying and implementing the CTFA annual
operational plan;
5. Deliberating the annual budget and final
accounting statement for CTFA revenues and
expenditures;
6. Reviewing and ratifying the establishment of CTFA
branches;
7. Reviewing and ratifying the purchase,
construction and disposal of CTFA real property and
substantial fixed assets; and
8. Deciding other important CTFA matters.
Article 13.
The Board of Directors shall meet at least twice a
year.
Board of Directors meeting resolutions, unless
otherwise provided for in this Endowment Charter,
shall take effect after receiving the consent of a
majority of directors present at a Board of
Directors meeting attended by a majority of the
total number of directors. However, Board
resolutions pertaining to the following matters
shall take effect only after receiving the consent
of a majority of directors present in a meeting of
board of directors attended by two-thirds or more of
the total number of directors and after obtaining
approval from the competent authority:
1. Changes to the Endowment Charter, but under
circumstances stipulated in Article 62 or 63 of
the Civil Code, application shall first be made to a court of
law for necessary disposition;
2. Disposal of or delimiting liability for real
property; and
3. Election and dismissal of the Chairman of the
Board and board directors.
A director unable to attend a meeting of the Board
of Directors may appoint another director to
represent him or her at the meeting.
A director shall issue a written proxy for each time
he or she appoints another director to represent him
or her at a meeting of the Board of Directors.
A director is limited to accepting appointment to
act as the proxy referred to in the preceding
paragraph on behalf of only one other director.
Article 14.
The
CTFA shall establish a Board of Supervisors
consisting of three to five supervisors, selected
and appointed by the competent authority from among
pertinent government agency representatives,
scholars and motion picture-industry experts, as
well as independent individuals.
Article 15.
1. A supervisor shall serve for a term of three
years, but upon completion of said term of office
may be reappointed as long as the number of reappointed
supervisors does not exceed one
half of the total number of supervisors.
2. Any supervisor unable to conduct his or her
duties due to resignation, death, change of
functional duties for the representative agency that he or
she represents, or other causes,
shall be dismissed. The competent authority shall fill the
vacancy by appointing a succeeding
supervisor to serve for the remainder of the dismissed
supervisor’s term of office.
3. When it is not possible to appoint a new
supervisor in time for a given vacancy, the term of
office of the out-going supervisor for that vacancy shall be
extended only until a new
supervisor is appointed and assumes office.
Article 16.
The
Board of Supervisors shall elect a Managing
Supervisor from among the supervisors.
Article 17.
The
Managing Supervisor shall serve as the chairman of
the Board of Supervisors, convene Board of
Supervisors meetings, exercise supervisory powers on
behalf of the Board of Supervisors, and attend Board
of Directors meetings in a non-voting capacity.
Board of Supervisors meetings shall not be held
without the attendance of all supervisors, and no
resolution shall be adopted without the consent of a
majority of all supervisors. When the Managing
Supervisor is on leave or unable to exercise his or
her power and authority for any cause, the Managing
Supervisor shall designate another supervisor to act
as Board of Supervisors chairman on his or her
behalf. In the absence of such a designation, the
supervisors shall elect an acting chairman from
among themselves.
Article 18.
Duties and powers of the Board of Supervisors
1. Auditing CTFA budgets and final accounting
statements.
2. Supervising whether CTFA business and finances
have been managed in accordance with the
Endowment Charter and Board of Directors resolutions.
3. Auditing CTFA financial records, documents and
financial asset data.
Article 19.
The
Chairman of the Board, Managing Director, board
directors, Managing Supervisor and supervisors are
to serve their duties without remuneration, but may
receive nominal compensation for attending meetings.
Article 20.
The CTFA shall have one Executive Director nominated
by the Chairman of the Board, and hired upon
approval by a meeting of the Board of Directors.
Dismissal shall be by the same procedure.
The Executive Director shall undertake overall
management of CTFA routine operations under the
direction and supervision of the Board of Directors.
Article 21.
The
CTFA shall establish four departments with the
following respective duties and responsibilities:
1. Administration Department
Document handling, filing, official seals, purchasing,
general affairs, personnel management,
accounting, disbursement, secretariat duties, and business
operation auditing.
2. Acquisition Department
Acquisition, restoration, preservation, cataloguing and
database entry of books, periodicals,
films, video recordings and other pertinent materials.
3. Programming Department
Publicity, press releases, public relations, lectures and
panel discussions, film promotions,
assistance for the cultivation of film talent and film
appreciation screenings, as well as the
planning and execution of exhibitions for films, recorded
videos and film-related print materials.
4. Publication Department
Publication, distribution and promotion of print publications
and periodicals such as the
Republic of China Cinema Yearbook and Film Appreciation
Journal, as well as audio recordings
and audio-visual publications
Article 22.
The CTFA organizational chart and management
regulations shall be drawn up separately, and
following consent by the board of directors, shall
be submitted to the competent authority for
approval.
Article 23.
The
fiscal year hereof shall conform to the government’s
fiscal year.
Article 24.
1. The CTFA shall draft its annual plan and budget
three months before commencement of the
subsequent fiscal year (the end of September) for review and
approval by the Board of
Directors and Board of Supervisors before being submitted to
the competent authority for
acknowledgement.
2. On or before April 15 of each year, the CTFA
shall submit an annual report, a report on
utilization of funds, detailed lists of assets and a
CPA-issued formal audit report and financial
statement for the preceding year. |
