Chapter 1 – General Provisions
Article 1: The name of this association shall be The Bodyguard and Close Protection Association of the Republic of China (hereinafter referred to as “the Association”).
Article 2: The Association is a non-profit public welfare social organization established in accordance with the law. Its purpose is to provide professional training for bodyguards and close protection personnel, and to assist in the application and development of related technologies in Taiwan.
Article 3: The missions of the Association are as follows and shall be promoted and carried out in accordance with relevant laws and regulations:
To provide a platform for bodyguard and close protection services.
To train professional personnel.
To offer an effective communication platform for academic institutions.
To assist in the application and development of bodyguard and close protection technologies in Taiwan.
Article 4:
The competent authority of this Association is the Ministry of the Interior. The Association's undertakings shall be subject to the guidance and supervision of the competent authorities for each respective enterprise.
Article 5:
The organizational area of this Association shall encompass the entire national administrative region.
Article 6:
The Association’s headquarters shall be located within the jurisdiction of the competent authority, and branch offices may be established upon approval by the competent authority.
The organizational guidelines for the aforementioned branch offices shall be implemented after being approved by the General Assembly (or the Assembly of Member Representatives) and submitted to the competent authority for approval.
The addresses of the headquarters and branch offices shall be reported to the competent authority for record upon establishment or change.
Article 7:
The categories of members and membership fees of the Association are as follows:
Individual Members:
Any person who agrees with the purpose of the Association, is at least 18 years old, and is enthusiastic, may become an individual member by submitting an application form, being approved by the Board of Directors, and paying the membership fees.
Entrance fee: NT$1,000 (payable upon joining)
Annual membership fee: NT$1,000
Organizational Members:
Any organization or institution that agrees with the purpose of the Association may become an organizational member by submitting an application form, being approved by the Board of Directors, and paying the membership fees.
An organizational member shall designate one representative to exercise member rights.
Entrance fee: NT$5,000 (payable upon joining)
Annual membership fee: NT$5,000
Sponsoring Members:
Any individual or organization that agrees with the purpose of the Association and sponsors its funding or resources may become a sponsoring member upon submitting an application form and being approved by the Board of Directors.
Article 8:
Members (or member representatives) have the rights to vote, elect, be elected, and recall. Each member (or member representative) is entitled to one vote.
Sponsoring members, honorary members, and student members do not possess the aforementioned rights.
Article 9:
The term of office for directors and supervisors of the Association is four years.
Article 10:
The Association shall have nine directors, including two executive directors, one of whom shall be the Chairperson.
Executive directors shall be elected from among the directors.
The Chairperson shall be elected from among the executive directors by all directors.
Article 11:
The Association shall have three supervisors, including one executive supervisor, and one alternate supervisor.
The executive supervisor shall be elected by the supervisors and shall supervise the daily affairs of the Association and serve as the Chair of the Supervisory Board.
Article 12:
Members shall abide by the Articles of Association, the resolutions of the meetings, and fulfill the obligation of paying membership fees.
Members who fail to pay their membership fees shall not enjoy membership rights. If a member fails to pay fees for two consecutive years, they shall be considered to have withdrawn from the Association.
Members who have withdrawn, been removed, or suspended and wish to reinstate their membership or rights must, unless otherwise approved by the Board of Directors for valid reasons, pay all outstanding fees.
Article 13:
If a member (or member representative) violates laws, the Articles of Association, or fails to comply with the resolutions of the General Assembly, the Board of Directors may impose a warning or suspension of rights. In serious cases that cause significant harm to the organization, the member may be expelled upon resolution by the General Assembly.
Article 14:
A member shall be deemed to have withdrawn under any of the following circumstances:
Death
Loss of membership qualifications
Expulsion as resolved by the General Assembly
Article 15:
A member may withdraw from the Association by submitting a written statement specifying the reasons.
Article 16:
The General Assembly shall be the highest authority of the Association.
If the number of members (or member representatives) exceeds 300, member representatives may be elected proportionally by region to convene a Representative Assembly to exercise the powers of the General Assembly.
The term of office of member representatives shall be the same as that of the directors and supervisors. The number of representatives and the election procedures shall be implemented upon approval by the Board of Directors and reported to the competent authority for record.
Article 17:
The powers of the General Assembly (or Representative Assembly) are as follows:
To establish and amend the Articles of Association.
To elect and recall directors and supervisors.
To determine the amounts and methods of entrance fees, annual membership fees, operational fees, and member donations.
To approve the annual work plans, reports, budgets, and final accounts.
To decide on the expulsion of members (or member representatives).
To approve the disposal of property, including sales, transfers, or the establishment of other rights.
To decide on the dissolution of the Association.
To resolve other major matters related to the rights and obligations of members.
The scope of the major matters mentioned in Item 8 shall be determined by the Board of Directors.
Article 18:
The directors and supervisors of the Association shall be elected by the members (or member representatives), and a Board of Directors and a Board of Supervisors shall be established, respectively.
Alternate directors and supervisors may also be elected depending on the vote count, and shall fill vacancies in order of succession.
The Board of Directors may propose a reference list of candidates for the next term of directors and supervisors.
Directors and supervisors may be elected via mail-in ballots. The regulations for such elections shall be implemented upon approval by the Board of Directors and reported to the competent authority for record.
Article 19:
The Chairperson shall oversee and supervise internal affairs and represent the Association externally. The Chairperson shall also serve as the Chair of the General Assembly and the Board of Directors.
If the Chairperson is unable to perform duties, a designated executive director shall act on their behalf. If no designation is made or the designated person is unable to act, the executive directors shall elect one among themselves to act as Chairperson.
If the Chairperson or an executive director resigns or otherwise vacates the position, a by-election must be held within one month.
Article 20:
The powers of the Board of Directors are as follows:
To review the qualifications of members (or member representatives).
To elect and recall executive directors and the Chairperson.
To decide on the resignation of directors, executive directors, and the Chairperson.
To appoint and dismiss staff members.
To draft the annual work plan, report, budget, and final accounts.
To propose a reference list of candidates for the next term of directors and supervisors.
To handle other matters as required.
Article 21:
If the Executive Supervisor is unable to perform duties, a designated supervisor shall act on their behalf. If no designation is made or the designated person is unable to act, the supervisors shall elect one among themselves to serve as Acting Executive Supervisor.
If the position of Executive Supervisor becomes vacant, a by-election must be held within one month.
Article 22:
The powers of the Board of Supervisors are as follows:
To supervise the implementation of duties by the Board of Directors.
To review the Association’s annual final accounts.
To elect and recall the Executive Supervisor.
To decide on the resignation of supervisors and the Executive Supervisor.
To carry out other supervisory responsibilities.
Article 23:
All directors and supervisors shall serve without remuneration and may be re-elected.
The Chairperson may be re-elected only once.
The term of office for directors and supervisors shall begin on the date of the first meeting of the newly elected Board of Directors.
Article 24:
Directors and supervisors shall be removed from office under any of the following circumstances:
Loss of membership (or member representative) qualification.
Voluntary resignation approved by the Board of Directors or Board of Supervisors.
Being recalled or dismissed.
Being suspended for a period exceeding half of their term of office.
Article 25:
The Association shall have one Secretary-General, who shall handle the Association’s affairs under the direction of the Chairperson. Additional staff members may be appointed or dismissed upon approval by the Board of Directors.
Directors and supervisors shall not concurrently serve as staff members.
The duties and levels of authority of staff members shall be separately defined by the Board of Directors.
Article 26:
The Association may establish various committees, task forces, or other internal working groups.
The organizational guidelines for these groups shall be implemented upon approval by the Board of Directors and shall be amended in the same manner.
Article 27:
The Association may appoint one Honorary Chairperson, several Honorary Directors, and Advisors through the Board of Directors.
The term of appointment shall be the same as that of the directors and supervisors.
Article 28
The General Assembly of Members (or Member Representatives) is categorized into two types: regular meetings and special (extraordinary) meetings, and shall be convened by the Chairperson. Except in cases of emergency special meetings, all attendees must be notified at least 15 days in advance.
Regular meetings shall be held once a year. Special meetings may be convened when deemed necessary by the Board of Directors, upon the request of more than one-fifth of the members (or member representatives), or upon written request from the Board of Supervisors.
After the association is legally registered as a juristic person, special meetings may also be convened upon the request of more than one-tenth of the members (or member representatives).
General Assembly meetings may be conducted via video conferencing or other methods announced by the central competent authority. Sign-in and voting procedures shall utilize electronic devices accordingly. However, matters involving elections, by-elections, or recalls must be conducted through physical meetings.
Article 29
If a member (or member representative) is unable to attend the General Assembly in person, they may authorize another member (or member representative) in writing to act as proxy. Each member (or member representative) may only serve as proxy for one other member (or representative).
Article 30
Resolutions of the General Assembly require the attendance of more than half of the members (or member representatives), and approval by a majority of those present. However, resolutions on the following matters require the approval of at least two-thirds of those present:
Establishment or amendment of the bylaws.
Expulsion of members (or member representatives).
Recall of directors or supervisors.
Disposal of property.
Dissolution of the association.
Other major matters related to members’ rights and obligations.
After legal registration, amendments to the bylaws require the consent of at least three-fourths of those present or written consent from more than two-thirds of all members. Dissolution may occur at any time with the consent of more than two-thirds of all members.
Article 31
The Board of Directors and the Board of Supervisors shall each hold meetings at least once every six months. Joint meetings or special meetings may be held as necessary.
Except in the case of special meetings, notice of such meetings must be given at least 7 days in advance to all required attendees. Resolutions require the attendance of more than half of the directors or supervisors and the approval of a majority of those present.
Article 32
Directors shall attend Board of Directors meetings, and supervisors shall attend Board of Supervisors meetings. Attendance may not be delegated.
Board of Directors meetings, Board of Supervisors meetings, and joint meetings of both may be held via video conferencing or other methods approved by the central competent authority. Sign-in and voting procedures shall utilize electronic devices accordingly. However, matters involving elections, by-elections, or recalls must be conducted in physical meetings.
Any director or supervisor who is absent without valid reason for two consecutive meetings shall be deemed to have resigned.
Chapter 5 – Finance and Accounting
Article 33
Sources of funding for the association are as follows:
Membership fees.
Annual dues.
Business income.
Member donations.
Commissioned income.
Funds and their interest.
Other income.
Article 34
The fiscal year of the association shall follow the calendar year, from January 1 to December 31.
Prior to the start of each fiscal year, the Board of Directors shall prepare an annual work plan and a revenue and expenditure budget. Within three months after the end of the fiscal year, the Board shall prepare an annual work report and financial statements. These shall be submitted to the Board of Supervisors for review. After review, the opinion shall be returned to the Board of Directors and, along with the work plan and budget for the upcoming year, submitted to the General Assembly for approval and filed with the competent authority for record.
If the General Assembly cannot be held on schedule due to certain reasons, the work report and financial statements may be approved first by the Board of Directors and the Board of Supervisors or at a joint meeting, and then submitted to the General Assembly for ratification before being filed with the competent authority.
Article 35
Upon dissolution of the association, any remaining assets shall be transferred to the local government or to an organization designated by the competent authority.
If the association is legally registered, the appointment of liquidators and liquidation procedures shall follow the Civil Code, unless otherwise specified by law.
If the association is not registered as a juristic person, the liquidation shall follow resolutions passed by the General Assembly. If the General Assembly is unable to pass a resolution, the Chairperson shall act as the liquidator, following the relevant provisions of the Civil Code.
Chapter 6 – Supplementary Provisions
Article 36
Any matters not covered in these bylaws shall be handled in accordance with applicable laws and regulations.
Article 37
These bylaws shall come into effect upon approval by the General Assembly and filing with the competent authority. The same applies to any amendments.
Article 38
These bylaws were approved at the 1st General Assembly of the 1st session on July 31, 2024 (Year 113 of the Republic of China calendar).