|
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.
|
