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Chinese Taipei Film Archive Endowment Charter

Promulgated July 7, 1992.
1st revision effective November 23, 1993.
2nd revision effective May 17, 1999.
3rd revision effective November 29, 1999.
4th revision effective July 1, 2009.

 

Chapter I. General Principles

Article 1. This Foundation shall be named the Chinese Taipei Film Archive (hereinafter, “CTFA”)

Article 2. CTFA Establishment Objectives
1. Safeguarding and maintaining the motion-picture cultural heritage of the Republic of China;
2. Promoting academic research and public awareness of motion pictures; and
3. Providing information to assist the development of the motion picture industry in the Republic
    of China

Article 3. CTFA Functions
1. Promoting the motion pictures of the Republic of China; and collecting, collating and preserving
    its motion-picture cultural assets;
2. Accepting commissions from motion picture companies, government agencies and private
    institutions, organizations or individuals to safeguard motion-picture films and related
    materials;
3. Collecting classic motion pictures from other countries and areas and promoting academic
    research of motion pictures;
4. Establishing a database of motion pictures and film-related materials, as well as film industry
    professionals;
5. Collating and researching motion picture historical materials and treatises;
6. Producing and releasing written and audio-video publications pertaining to motion pictures;
7. Organizing and promoting film programs, festivals and exhibitions;
8. Providing public reading and viewing access to Chinese- and foreign-language books,
    periodicals and videos pertaining to motion pictures;
9. Supporting the cultivation of motion-picture talent; and
10. Promoting international motion-picture cultural exchanges.

Article 4. The competent authority referred to in this Endowment Charter is the Government Information Office (hereinafter, “GIO”) under the Executive Yuan of the Republic of China, and any other administrative organization that subsequently inherits the pertinent responsibilities from the GIO due to changes in government organizational regulations.

 

Chapter II. Funding and Expenses

Article 5. The CTFA shall be headquartered in Taipei City, Republic of China, and may have branch offices duly established elsewhere.

Article 6. The GIO shall endow the CTFA with NT$1 million of founding funds.

Article 7. The sources of CTFA funding shall be:
1. An annual subsidy budgeted by the competent authority;
2. Donations from domestic or overseas public or private organizations, institutions and
    individuals; and
3. Other revenues.
 

 

Chapter III. Directors, Supervisors and Organization

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.

 

Chapter IV. Supplementary Rules

Article 25. The CTFA will be dissolved and duly liquidated after a national film cultural institution (or organization) is officially founded and comes into legal effect and the remaining assets of CTFA shall then be assigned to the legally founded national film cultural institution (or organization).

Article 26. Should the CTFA be unable to attain the objectives of its founding due to a change of circumstances, it may be disbanded through a resolution adopted by the board of directors and approved by the competent authority. Following disbanding, the CTFA shall be liquidated in accordance with the law, with any assets remaining after liquidation being assigned to the Treasury.
The aforesaid Board of Directors resolution shall be adopted by two-thirds or more of board directors present at a Board of Directors meeting attended by three-fourths or more of the total number of board directors.

Article 27. Matters not explicitly provided for in this Endowment Charter shall be governed by relevant laws, regulations and legal directives.

 

 
 

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