Articles of Foundation

Article 1
This Foundation is organized as the Foundation for International Cooperation in Higher Education of Taiwan (FICHET), hereinafter referred to as the Foundation.
Article 2
The purpose of this Foundation is to promote international academic cooperation in higher education, and to engage in the following operations under the relevant laws and regulations:
1. Assist all universities and colleges in the development of international exchanges and cooperation.
2. Organize international higher education seminars.
3. Organize university fairs abroad and promote the recruitment of international students.
4. Serve as a proxy for universities to promote international cooperation.
5. Promote international research on Taiwan and Taiwan culture.
6. Assist in promoting cross-Strait educational exchanges.
7. Assist in promoting cross-Strait educational exchanges.
8. Other related public welfare education affairs that meet the Foundation’s mission.
Article 3
The Foundation is established with funds including NT$15 million in cash, supplemented by NT$15 million from the Ministry of Education, and NT$15 million from member universities and colleges. After establishment in accordance with the law, the Foundation may continue to accept donations. All colleges and universities that have donate to the fund the establishment of the Foundation are recognized as donor institutions. Institutions that make donations to fund annual Foundation operations will be noted as donor institutions.
Article 4
The Foundation will be headquartered at Room 202, No. 5, Lane 199, Jinhua Street, Taipei City. Depending on business needs, with the approval of the Ministry of Education, branch offices may be set up both in Taiwan and abroad.
Article 5
The Foundation will be governed by a board of directors with the following authority:
1. Solicitation and management of funds and property. 
2. Development and promotion of work plans.
3. Internal organization management.
4. Approval of annual revenues, expenditures and final accounts.
5. Election and dismissal of directors.
6. Election and dismissal of the chairman of the board.
7. Proposals changes to the charter.
8. Proposals for the disposition or collateralization of immovable property or assets
9. Proposals for Foundation dissolution or merger.
10. Proposals or resolutions on other matters stipulated in the charter.
Article 6
The Foundation’s board of directors will consist of 17 members, including nine appointed by the Ministry of Education and eight from donor institutions. All directorships are unpaid. The number of directors of a single gender may not exceed ten, though special consideration may be given due to position vacancies, or related to issues of director professionalism and competence.
The directors selected by the Ministry of Education will include the Undersecretary in Charge of International and Cross-Strait Affairs, the Director of the Department of Higher Education, the Director of the Department of Technical and Vocational Education, and the Director of the Department of International and Cross-Strait Education, serving as ex officio directors of the Foundation. The remaining five MOE directors will be assigned separately.
Member school representatives will be selected in accordance with the FICHET regulations for the selection of directors and supervisors.
Article 7
Directors will serve for a term of four years, and may stand for re-election.
The number of re-elected directors shall not exceed two-thirds of the entire board, though this limitation does not apply to representatives whose approval must be submitted to the Executive Yuan due to special considerations.
As directors concurrently serve as public servants, those who change or leave their position will not be counted for the limitation on those standing for re-election. Three months prior to the expiration of each director’s term, the board shall convene a meeting to re-elect the sitting director or elect a replacement, and the transition will be conducted in a timely manner.
Article 8
The Foundation shall appoint five supervisors, including one representative appointed by the Ministry of Education and four representatives from the donor schools. All supervisory positions are unpaid, with one gender not accounting for more than three seats, though special consideration may be given due to position vacancies, or related to issues of director professionalism and competence.
The Ministry of Education shall appoint one ex-officio supervisor with an accounting or finance background.
Member school representatives will be selected in accordance with the FICHET regulations for the selection of directors and supervisors.

Each supervisor will serve a term of office lasting four years, and may stand for re-election.
The supervisors are charged with overseeing the affairs of the Foundation and are authorized to: 
1. Audit financial accounts, documents and property information.
2. Supervise the execution of operational and financial affairs.
3. Supervise the execution of Foundation operations in accordance with relevant laws and regulations and the Foundation charter.

The supervisors will select one member of the supervisory group to serve as standing supervisor who reports to the board of directors. If the standing supervisor fails to properly report or acts against the public welfare  or against the Foundation’s interests, he or she may be removed by the Ministry of Education and may be subject to further action.
Article 9
Foundation directors or supervisors may be dismissed and be subject to legal sanction by the Ministry of Education for the following reasons:
1. Announcement of imprisonment, though consideration will be given to those on probation of having been convicted of a crime due to negligence.
2. Executive directors or supervisors found to have violated the law or Foundation charter, damaging the public welfare or the interests of the Foundation.
3. Directors or supervisors appointed by the Ministry of Education failing to comply with government policies in the performance of their duties, thereby violating the purpose of their selection or appointment by the competent authority.

Anyone meeting either of the following criteria is not eligible to serve as a Foundation director or supervisor. Current directors or supervisors found to have met either of these criteria will be dismissed and referred for legal action by the Ministry of Education:
1. To currently be under bankruptcy protection or having initiated liquidation proceedings following the Consumer Debt Settlement Regulations.
2. To currently be under legal guardianship or conservatorship.
Article 10
The board of directors shall elect one of their number to serve as the chairman of the board. The chairman shall be responsible for the overall management of the internal affairs of the board of directors and shall represent the board of directors externally. The chairmanship is unpaid. If the chairman requires a leave of absence or is unable to exercise his authority for any reason, the chairman shall appoint another director to act as acting chairman. If the chairman fails to appoint an acting chairman, the remaining directors shall appoint one of their number as acting chairman. The Foundation shall have a chief executive officer, appointed by the chairman of the board. The chief executive is responsible for the implementing decisions made by the board of directors, and will be supervised by the chairman of the board in planning and implementing the Foundation’s operations.
Article 11
The Foundation’s board of directors shall meet at least once every six months, and may provide attendance fees and transportation expenses, and may also convene emergency meetings when necessary.
Board meetings are convened and presided over by the chairman. A quorum of at least half the directors is required. 
To pass, a majority of the attending directors must vote for a proposal. However, resolutions on the following important matters require a quorum of at least two-thirds of all directors to be present, including at least half of the directors approved by the Ministry of Education:
1. Proposed changes to the Foundation charter must be submitted to court review under Articles 62 or 63 of the Civil Law.
2. Use of funds.
3. Interim fundraising.
4. Disposal of immovable assets or collateral.
5. The appointment and dismissal of directors.
6. Other matters designated by the Ministry of Education.
Resolutions for institutional mergers shall be handled in accordance with Article 34 Paragraph 1 of the Foundation Legal Person Act.
For items 1 and 2 above, an agenda shall be circulated at least ten days in advance to all directors and the Ministry of Education ten days, and no ad hoc motions can be proposed. After the meeting, the meeting minutes will be provided to the Ministry of Education.
Directors should attend board meetings in person. Those unable to attend in person may appoint another director as proxy in writing, but the number of proxies at a given meeting may not exceed one-third of the total number of directors.
Board meetings shall take place in person. In case of special or urgent circumstances, specific meetings may take place by video conference. The entire meeting shall be video recorded along with the regular minutes. However, if the meeting requires discussion or review of confidential documents, such documents and discussion should be handled in person.
Directors attending board meetings by video conference are deemed to have attended the meeting in person.
When the chairman of the board fails to convene a meeting in accordance with the regulations, and when more than one-third of the total number of current directors submits a written request for such a meeting with a stated purpose, the chairman shall convene the meeting within ten days after receiving the request. If the meeting does not take place within the allotted period, the requesting director may appeal to the Ministry of Education for permission to convene the meeting himself.
Article 12
The Foundation’s fiscal year shall run from January 1 to December 31, and the following matters shall be handled in accordance with directives and time limits specified by the Ministry of Education:
1. A work plan should be drawn up in advance of the beginning of the fiscal year. After the budget is prepared and approved by the board of directors, the budget should be uploaded to the Education Foundation Information Network for reference by the last day of January.
2. At the end of the fiscal year, work results and final accounts shall be submitted to the board of directors for approval and sent to all supervisors for independent verification. By the last day of May of the following year, these documents shall be uploaded to the Education Foundation Information Network for reference.
In addition to the procedures listed above, in accordance with the Budget Law, Annual Reporting Law, and other relevant laws and regulations, the previous year’s final accounts shall be submitted to the Ministry of Education for approval and transfer to the Legislative Yuan for deliberation before April 15 each year. Prior to July 31 each year, the budget for the following year will be submitted to the Ministry of Education for approval and transfer to the Legislative Yuan for deliberation.
Article 13
Work outside of the Foundation’s current year's business plan must comply with the Article 2 provisions of this Charter. 
Article 14
Funding for the Foundation’s operations may come from the following sources:
1. Interest income.
2. Government subsidies.
3. Other income.
Funds generated by the Foundation and ongoing donations should be deposited in a special account in a registered financial institution, and deposits should be made regularly. No expenditures are allowed without the approval of the board of directors. The custody and use of Foundation property shall reside in the name of a legal person and shall be supervised by the Ministry of Education as follows: 
1. Deposits in financial institutions.
2. Purchase of public bonds, treasury bills, central bank savings bonds, financial bonds, negotiable bank certificates of deposit, bank acceptance drafts, commercial promissory notes issued by banks or securities finance companies.
3. Purchase of movable and immovable assets required for the business.
4. Based on the principle of safety and reliability, purchase of publicly issued guaranteed corporate bonds and fixed-income beneficiary certificates issued by domestic securities investment trust companies.
5. Purchase of stocks to a maximum of 5% of the total assets of the Foundation’s legal person, with shareholding in a single company not to exceed 5% of the company's capital.

The purchase, sale, transfer of immovable assets or the creation of other rights by the Foundation must be approved by a special resolution of the board of directors and submitted to the Ministry of Education for approval. A copy of the ownership certificate shall be submitted to the Ministry of Education for reference.
Foundation property shall not be entrusted or loaned to directors, supervisors, other individuals or non-financial institutions. 
Article 15
Any changes to the establishment of the Foundation shall be approved by the board of directors, and must be submitted to the Ministry of Education for approval within 30 days, and subsequently be registered with the court within 15 days of approval. Within fifteen days of obtaining the renewal of the legal person registration certificate, a copy must be sent to the Ministry of Education and the tax authorities with jurisdiction over the Foundation’s headquarters.
Article 16
The association is a permanent establishment. If the board of directors decides to dissolve the Foundation in accordance with the charter, if the charter is revoked or repealed by the Ministry of Education, or if the Foundation is disbanded by an administrative court, the dissolution and liquidation shall be completed and registered in accordance with the relevant provisions of the Civil Law and Non-Litigation Event Law. After liquidation, any remaining property shall not belong to any natural person or profit-making group, and shall be turned over to the State Treasury or Ministry of Education for disposal.
Article 17
This charter is established on is set on June 23, 2013. Any matters not covered by the charter shall be handled in accordance with the Consortium Law, Civil Law and relevant laws and regulations.
Article 18
This charter shall be approved by the board of directors, submitted to the Ministry of Education for approval, and then implemented after registration with the competent court; the same shall apply for any amendments.

2006.04.18 Amendments to the 2nd Joint Meeting of Directors and Supervisors, 1st Session
2007.12.24 Amendments to 2nd Board of Directors, 5th meeting
2009.11.09 Amendments to the 2nd Joint Meeting of Directors and Supervisors, 3rd Session
2011.10.11 Amendments to the 6th Joint Meeting of Directors and Supervisors, 3rd Session
2012.06.12 Amendments to the 1st Extraordinary Board Meeting, 3rd Session
2013.05.03 Amendments to the 4th Joint Meeting of Directors and Supervisors, 2nd session
2014.03.25 Amendments to the 4th Joint Meeting of Directors and Supervisors, 4th Session
2015.04.17 Amendments to the 1st meeting of the 4th Board of Directors
2017.04.21 Amendments to the 4th Joint Meeting of Directors and Supervisors, 5th Session
2018.11.09 Amendments to the 1st Joint Meeting of Directors and Supervisors, 6th Session
2019.11.15 Amendments to the 3rd Joint Meeting of Directors and Supervisors, 6th Session
2020.01.17 Amendments to the 2nd Joint Meeting of Interim Directors and Supervisors, 6th Session
2020.04.16 Amendments to the 4th Joint Meeting of Directors and Supervisors, 6th Session
2021.03.02 Amendments to the 7th Joint Meeting of Directors and Supervisors, 6th Session

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