世台聯合基金會章程

世台聯合基金會章程
Bylaws of the STUF United Fund Inc. (Amended 12.15.2018)
第一章總則
CHAPTER ONE: GENERAL RULES
1.1 本會定名為『世台聯合基金會』(以下簡稱為本會或世台)，英文原名：Shi-Tai United Fund Inc.，更改為：STUF United Fund Inc.，簡稱為 (STUF) 。
1.1 The foundation is named as “Shi-Tai United Fund Inc.”(hereinafter as the “Foundation” or “STUF”) and its original English name is Shi-Tai United Fund Inc., to be altered into: STUF United Fund Inc., with abbreviation as “STUF”.
1.2 本章程系依據本會組織會員北美洲臺灣商會聯合總會 (TCCNA) 於2012年9月29日理事會議中通過的世台聯合基金會組織綱要所設定。
1.2 The Bylaws are set up in accordance with the Organizational Outline of STUF passed during the meeting of directors of the Taiwanese Chambers of Commerce of North America (hereinafter as “TCCNA”), the organizational member of STUF, on September 29th, 2012.
1.3本會系在美國紐約州登記的非營利慈善組織，取得美國聯邦國稅局認定為符合美國聯邦稅法IRC 501-C-3 的非營利慈善機構，所有捐贈或補助皆可依據美國聯邦稅務法規抵免美國聯邦所得稅，本會 (EIN)為32-0203388。
1.3 The Foundation is registered in New York State of the United States as a not-for-profit organization and is recognized by the Internal Revenue Service of the United States as a not-for-profit, public charity organization under 501(c)(3) of the Internal Revenue Code. Donations or subsidies to the Foundation can all be exempted from the United States Federal income tax according to the federal tax regulations of the United States. The EIN(Employer Identification Number) of the Foundation is 32-0203388。
1.4 世台聯合基金會組織綱要已訂的章節，本章程不再重複提列。
1.4 The sections already stipulated in the Organizational Outline of STUF are not to be repeated in the Bylaws.
1.5 本章程由本會董事會三分之二董事通過後實施。
1.5 The Bylaws are to be implemented accordingly after a two-thirds vote of the members of the Board of Directors.

第二章董事會, 常務董事會及董事長, 副董事長
CHAPTER TWO: BOARD OF DIRECTORS , EXECUTIVE BOARD OF DIRECTORS AND CHAIRMAN, VICE CHAIRMEN

第二章之一董事會BOARD OF DIRECTORS
2-1.1 董事會為本會最高管理機構, 其成員由當然董事及非當然董事組成.
2-1.1 The Board of Directors has the highest authorities to manage STUF affairs, the directorship consists of Certain Directors and Elected Directors.
2-1.2 本會董事除本屆及前一屆的北美洲臺灣商會聯合總會總會長為當然董事外，其他皆為非當然董事。
2-1.2 Presidents of TCCNA in office and former President of the previous year are automatically become Certain Directors; the rest of the Directors are Elected Directors.
2-1.3 非當然董事候選人由本會董監事至少三位以上推薦，得先列席董事會例行會議,，待認同本會宗旨並承諾特定財務捐獻後，由董事會多數票決成為本會非當然董事。
2-1.3 Candidates of the Elected Directors must be recommended at least by three Supervisors or Directors of the Foundation. Candidates must first be present in the regular meetings of the Board. With acknowledgement to the mission of the Foundation and commitment to financial donation of a specific amount, candidates will be elected as Directors of the Foundation by a majority vote from the Board of Directors.
2-1.4 非當然董事于年度內若未完成特定財務捐獻承諾者，視為自動放棄下年度董事職位。
2-1.4 If the elected Directors do not carry out their financial commitment within the calendar year, they will be considered as automatically giving up their positions for the next year.
(修改章節號碼) 2-1.5本會董事因故辭職或不能履行職務時，董事會得依第2-1.3條遞補董事。
2-1.5 If Directors resign or are not able to carry out their duties due to certain reasons, the Board of Directors should fill the vacancy with substituting Directors according to Section 2-1.3.
第二章之二常務董事會Executive Board of Directors
2-2.1 本會設常務董事會, 其職權為:STUF shall set up Executive Board of Directors, with official duties as: 2-2.1-1 提名執行長，秘書長，財務長及聘任在台灣登記世台聯合基金會後所建立的世台亞太中心的行政總監及財務長.
2-2.1-1 To nominate Chief Executive Officer, Secretary General, Chief Financial Officer of STUF United Fund, and to hire Chief Administrative Supervisor and Chief Financial Officer of STUF Asian Pacific Center as registered STUF United Fund in Taiwan.
2-2.1-2 授權執行長及世台亞太中心行政總監執行在章程規定內提出的企劃案及核准相關。處理緊急事務之決策及預算支出.
2-2.1-2 To authorize the proposed programs and related budget as proposed by STUF CEO and Chief Administrative Supervisor of STUF Asian Pacific Center.
2-2.2常務董事資格及人數限制 THE QUALIFICATION AND LIMITATION OF EXECUTIVE DIRECTORS
• 非當然董事每年承擔两倍或以上之特定財務捐獻者得成為常務董事。惟其名額不得超過三分之一之非當然董事名額.
• Those elected Directors who are willing and contributed at least double the amount of annual financial commitment shall become Executive Directors. However the total
number of executive directors shall not exceed one third of the number of elected directors.
2-2.2-2 董事長，第一副董事長及擔任執行長的董事為當然常務董事,其名額不受限於第2.6-1條三分之一董事名額限制, 惟其年度特定財務捐獻者自通過此修正案之下一個會計年度加倍.
2-2.2-2 The Chairman ,First Vice Chairman and the director who also served as CEO shall automatically serve as Executive Directors, they are not counted toward one third limitation as set forth in 2.6-1.However, their annual financial commitment shall be doubled effective upon the beginning of next physical year once these bylaw amendments are officially adopted. 2-2.2-3 世台亞太中心之理事長, 副理事長及常務理事得兼任本會常務董事, 惟其總名額不超過世台亞太中心之理事會總名額之三分之一. 世台亞太中心理事長,副理事長或常務理事兼任本會常務董事者, 其常務董事名額不受限於章程2.6-1之董事名額限制.
2-2.2-3 The chairman, vice chairman and executive directors of STUF Asian Pacific Center shall also serve as Executive Directors of STUF United Fund. They are not counted toward Bylaw 2.6-1 one third limitations, but shall be subjected to no more than one third of their own board numbers.
第二章之三董事長及副董事長CHAIRMAN AND VICE CHAIRMEN
2-3.1 董事長及第一副董事長由董事會以不記名投票，由現任董事之中具有本會組織綱要第5.2條之資格者選出。由最高票之前二名中依次選出董事長及第一副董事長。其任期與董事會同，連選得連任。
2-3.1 The Chairman and First Vice Chairman are elected by the Board of Directors with anonymous votes. Candidates of Chairman and Vice Chairman are elected among the incumbent Directors who meet the qualifications of Section 5.2 of the Organization Outline of the Foundation. The two candidates with top two highest votes will then be served as The Chairman and First Vice Chairman accordingly. The term of Chairman and Vice Chairman are the same as the Board of Directors and can be consecutive if re-elected.
2-3.2 第二副董事長由世台亞太中心之理事長擔任.
2-3.2 The Chairman of STUF Asian Pacific Center shall serve as The Second Vice Chairman.
2-3.3 董事長因故辭職或不能履行職務時，由第一副董事長接任未盡任期. 第一副董事長因故辭職或不能履行職務時, 由董事長召開臨時董事會，依第2.8規定選舉新任第一副董事長以接任未盡任期。
2-3.3 If the Chairman resigns or is unable to carry out duties due to certain reasons, the First Vice Chairman shall assume the Chairmanship for the remaining term. If the First Vice Chairman resigns or is unable to carry out duties due to certain reasons, the Chairman should call for a temporary meeting of Board of Directors and, according to Section 2.8, elect new t Vice Chairman to fill in the remaining term.
2-3.4 董事長若違反本會組織綱要第5.2-2條或第5.2-4條之規定與承諾，得由三分之一董事聯名召開臨時董事會，經三分之二董事通過罷免之，再依第2.10條規定由第一副董事長接任未盡任期, 並依第2.8條規定選舉新任第一副董事長以接任未盡任期。
2-3.4 If the Chairman is in violation against the regulations and commitments set in Section 5.2-2 or Section 5.2-4 of the Organizational Outline of the Foundation, a temporary meeting of the Board should be called by one-third of the Directors. The incumbent Chairman shall be removed from office by a two-thirds vote of the Directors who then according to Section 2.10, the First Vice Chairman shall
assume the Chairmanship for the remaining term. And according to Section 2.8, the board shall elect new First Vice Chairman for fulfilling the remaining term.
第二章之四任期 Term
2-4.1 董事長, 第一副董事長, 常務董事及非當然董事任期自一月一日到翌年十二月卅一日共計二年，得連任。
2-4.1 The term of Chairman, First Vice Chairman, Executive Directors and elected Director is two years, from January 1 of the year to December 31 of the coming year. Chairman, First Vice Chairman and Directors can be re-elected with consecutive terms.
2-4.2 世台亞太中心之理事長擔任第二副董事長, 副理事長及常務理事擔任常務董事之任期依據世台亞太中心之理事會組織辦法.
2-4.2 The term of Second Vice Chairman by chairman of STUF Asian Pacific Center and the term of Executive Directors by the vice chairman and executive directors of STUF Asian Pacific Center shall be governed by the organizational rules and regulations of STUF Asian Pacific Center.

第三章榮譽職位及聯席董事
CHAPTER THREE: HONORARY POSITIONS AND ASSOCIATE DIRECTORS

3.1 本會得設名譽董事長、永久顧問、名譽董事、顧問等榮譽職位.。由董事會禮聘之。為無給職之義工，名額不拘，任期由董事會議決。擁有榮譽職位者得列席董事會議提供建議，但無投票權及選舉權。
3.1 The Foundation can set up honorary positions, such as honorary Chairman, permanent Consultant, Honorary Director and Consultant, to be courteously hired by the Board of Directors. Honorary positions are voluntary and non-paid. The number of hiring is not restrained, while the terms of office are to be decided by the Board of Directors. Those who have honorary positions can be present at the meetings of the Board to offer recommendations. However, they do not have any voting right or election right.
3.2 聯席董事可由董事會邀請擔任，或由臺灣商會青商會推薦或自行申請後，由董事會通過擔任，為無給職之義工。名額不拘，任期與董事同，得連任。聯席董事得列席董事會議提供建議，但無投票權及選舉權。
3.2 Associate Directors can be invited to office by the Board of Directors, or elected to office by the Board of Directors after being recommended by TJCCNA or by application. These positions are voluntary and non-paid. The number of hiring is not restrained, and the terms are same as of the Directors. Associate Directors can be re-elected with consecutive terms. The Associate Director should be present at the meetings of the Board to offer recommendations; however, they do not have any voting right or election right.
3.3 北美洲臺灣商會聯合總會青商會(以下簡稱為北美洲青商會或TJCCNA) 之現任及卸任總會長為本會當然聯席董事。
3.3 The incumbent President and former presidents of the Taiwanese Junior Chambers of Commerce of North America (hereinafter as “TJCCNA”) are automatically the Associate Directors of the Foundation.
3.4 世界臺灣商會聯合總會(以下簡稱為世總, 世界臺商總會或WTCC) 之現任及卸任總會長,或是總統聘任的國策顧問, 若在本會未擔任行政幹部, 副董事長, 監事長, 董事長等特定職務者¸得由本會董事會禮聘為名譽董事。
3.4 The incumbent President and former presidents of the World Taiwanese Chambers of Commerce (hereinafter as “WTCC”), or National Advisor appointed by The President of ROC-Taiwan, if not holding the title of STUF Executive Officers, Vice Chairman, Chief Supervisor or Chairman, shall become Honorable Director of STUF upon nomination by STUF Board of Directors.

第四章監事會
CHAPTER FOUR: BOARD OF SUPERVISORS

4.1 監事會之審查稽核及檢舉事項必須先書面呈送董事長要求召開董事會以決定因應事宜。若董事長于接受檢舉之後三十天內未召開董事會，得由監事會具名召開臨時董事會，以決定因應事宜。
4.1 Review, inspection and reporting from the Board of Supervisors must be firstly submitted to the Chairman in written form with a request to convene a Board of Directors meeting. After the Chairman accepts reporting, if the Board of Directors meeting is not held within 30 days, it is then necessary for the Board of Supervisors, with signed consensus, to call for a temporary Board of Directors meeting, in order to decide how to cope with the matters.
4.2董事會對監事會所提之審查、稽核及檢舉事項有最終裁決權。監事會若至少三分之二不同意董事會之裁決，得向組織會員報告檢舉事項。
4.2 The Board of Directors has the final discretion to the matters of review, inspection and reporting proposed by the Board of Supervisors. If at least two-thirds of the members from the Board of Supervisors do not agree with the judgment made by the Board of Directors, Supervisors shall report these matters to the organizational members.
4.3監事有權列席董事會議，有發言權及稽核檢舉權，但無提案權及投票權。監事不得干涉本會任何人事之聘任、解雇、提名、任命及選舉。若人事處理過程違反本會章程，監事會得依本章程第4.1條向董事長或董事會提出檢舉。
4.3 The Supervisors have the right to be present at the meetings of the Board of Directors, with right of speech, inspection as well as reporting but without right of motion and voting. The Supervisors should not interfere with hiring, dismissal, nomination, appointment as well as election of any personnel in the Foundation. If the process personnel management is in violation against the Bylaws of the Foundation, the Board of Supervisors should submit reporting to the Chairman or the Board of Directors according to Section 4.1 of this Bylaw.
4.4監事長/監事若辭職者，得依本會組織綱要第6.2條所訂職位分配原則選出候補監事長/監事，以接任出缺監事之未盡任期。
4.4 If the Chief Supervisor/Supervisors makes resignation, it is required to elect substituting Chief Supervisors/Supervisors according to the Job Position Allocation Principles stipulated in the Section 6.2 of the Organizational Outline of the Foundation to fill in the vacancy for the remaining term.
4.5監事會對上屆監事應盡未盡之職責應予以完成。必要時得檢舉彈劾失職、不負責任之現任或卸任董事/監事。
4.5 Board of Supervisors should try to complete the duties not carried out by the supervisors of the last term. Where necessary, it is required to report and impeach an incumbent or former Director/Supervisor whoever is neglected and irresponsible.
4.6監事會對三分之一董事具名要求調查之案件，必須於三十日內向董事會提出書面報告。若監事會於三十日內未進行調查，或書面報告未被董事會多數接受，董事會得經三分之二同意解散監事會並依本會組織綱要第6.2條所訂職位分配原則選出候補監事長/監事，以續任未盡之任期。
4.6 In regard to cases requested to be investigated by one-third of the named Directors, Board of Supervisors must submit written reports to the Board of Directors within 30 days. If the Board of Supervisors does not make any investigation within 30 days, or if the written report is not accepted by the majority members of the Board of Directors, the Board of Directors has the right to dismiss the Board of Supervisors, upon consensus from two-thirds of the Board members, and then to elect interim Chief of Supervisors/Supervisors according to the Job Position Allocation Principles stipulated in the Section 6.2 of the Organizational Outline of the Foundation to fill in the vacancy for the remaining term.

第五章行政幹部
CHAPTER FIVE: ADMINISTRATIVE OFFICERS

本會行政幹部為執行長、財務長、秘書長及其他行政幹部，其職權如下：
The Administrative officers of the Foundation are Chief Executive Officer, Treasurer, Secretary General, as well as other administrative officers, and their job duties are as the followings:
5.1 執行長
5.1 Chief Executive Officer
1. 本會設執行長一人，由董事會多數通過任命之，其任期及薪資由董事會決定。
1. The Foundation consists of one Chief Executive Officer, a position appointed and approved with a majority vote by the Board of Directors. The term of office and salary are to be determined by the Board of Directors.
2. 執行長負責執行董事會之決議案，負責推動本會會務，管理常設辦事處。
2. The Chief Executive Officer is responsible to carry out the resolutions of the Board of Directors, as well as to promote the affairs of the Foundation and manage permanent Office.
3. 依據法規，執行長不得對外公開發表有關政治性之談話。
3. According to laws and regulations, Chief Executive Officer should not make public announcements or speeches that are politically related.
4. 執行長之候選人必須具有特定專業，能推動本會會務及有領導能力者。
4. The candidate for the Chief Executive Office should possess specific expertise and is able to promote the affairs of the Foundation with capability of leadership.
5. 執行長得基於工作需要設立工作小組。工作小組之職權不得超越章程設定之工作委員會。
5. Chief Executive Officer may set up working teams based on the job needs. The authorization of the working teams should not surpass that of the working committee stipulated in the Bylaws.
6. 執行長得身兼本會董事，必需出席董事會議，接受董事會提問有關本會會務之執行情形。
6. Chief Executive Officer can take the position of Director at the same time, and it is also necessary for him/her to be present in Board of Directors meetings to receive questionings from the Board of Directors about the executions of the affairs of the Foundation.
5.2 財務長, 秘書長及其他行政幹部
5.2 Treasurer, Secretary General, and other Administrative Officers
1. 本會設財務長一人，負責本會財務預算與管理，對董事會負責。
1. The Foundation consists of one Treasurer, responsible for the financial budgeting and management of the Foundation and hold responsibilities to the Board of Directors.
2. 本會設秘書長一人，協助董事長召開董事會議，整理會議記錄、人事檔案，保存本會所有文件及記錄，對董事會負責。營運開銷與活動經費之出款申請單，由秘書長核准後，由財務長開立支票或是於匯款單簽名。金額超過三千元以上之出款申請單，需由執行長事先核准。此外，秘書長亦負責與全球台商會的互動，以助於董事會所決議計畫之推動。執行長與秘書長不得為同一人担任。
2. The Foundation consists of one Secretary General to assist the Chairman for calling on
meetings, and to organize meeting records, personnel files, as well as storing all documents
and records of the Foundation. Secretary General reports to Board of Directors. Payment request forms for operational expenses and projects can be reviewed and approved by Secretary General; upon approval, Treasurer can issue the check or sign the wiring form. However, payment request forms over US$3,000 should be approved by the Chief Executive Officer. In addition, Secretary General is responsible for the interaction and collaboration with Taiwanese chamber of commerce chapters around the world to assist with the execution of projects approved by the Board of Directors. Moreover, Chief Executive Officer and Secretary General should not be the same person.
3. 本會秘書長、財務長得身兼本會董事，必需出席董事會議.接受董事會提問有關本會會務之執行情形。
3. Secretary General and Treasurer can take the position of Director at the same time, and it is also necessary for them to be present in Board meetings, to receive questionings from the Board of Directors about the executions of the affairs of the Foundation.
4. 本會秘書長、財務長之任期及薪資由董事會決定。
4. The job terms and salaries for the Secretary General and Treasurer are to be determined by the Board of Directors.
5. 經董事會通過, 本會得增設具有行政職權之其他行政幹部。其職稱、任期及薪資由董事會決定。
5. Upon approval by the Board of Directors, the Foundation may set up additional job positions of other administrative officers with administrative job duties. The terms of office and salaries are to be determined by the Board of Directors.
5.3 常設辦事處
5.3 Permanent Office
本會得設常設辦事處，聘任網路網頁總監及專職或兼職行政助理人員數名，以協助執行長處理事務性工作及設立維護網路網頁；其經費預算、職稱、許可權及組織架構由董事會訂定施行細則規範之。
The Foundation can establish a permanent Office and hire a Director of Internet/Webpage as well as several full-time or part-time administrative assistants to assist the Chief Executive Officer for dealing with business affairs as well as setting up and maintaining internet and web pages; the expenditures, budgeting, job titles, job duties, as well as organizational structure of the Office should be regulated by implementation guidelines stipulated by the Board of Directors.
5.4 行政幹部及助理人員為有給職之專職或兼職員工。執行長、財務長及秘書長等具有行政職權之行政幹部之任期不得超過二年，任期截止日期為九月卅日，得連續聘任。助理人員之任期無限制。
5.4 Administrative officers and assistant personnel are paid employees on a full-time or part-time basis. Terms of administrative officers, such as Chief Executive Officer, Treasurer, and Secretary General cannot exceed two years for each term. Moreover, the end date of the job term is September 30. If required, consecutive terms are allowed. There is no limitation to the tenure of assistant personnel.

第六章工作委員會
CHAPTER SIX: WORKING COMMITTEES

6.1 本會得設若幹常設工作委員會，其委員名額由董事會決定之。
6.1 The Foundation can be comprised of several permanent working committees. The number of members for each committee should be determined by the Board of Directors.
6.2 工作委員會召集人由執行長就本會名譽董事、董事、聯席董事、或其眷屬配偶、行政幹部或組織會員及贊助會員所提名之義工中提名，經董事會通過任命之；任期自七月一日到隔一年的六月卅日共計二年，得續任。
6.2 The Working Committees Chairs are nominated by the Chief Executive Officer among the candidates proposed by Honorary Directors, Directors, Associate Directors, or the relatives or spouses of the above, as well as Administrative Officers or organizational members, and sponsorship members. Chairs are appointed after approval by the Board of Directors. The term of a Committee Chair is from July 1 to June 30 of the second year; consecutive terms are allowed.
6.3 工作委員會之委員，由工作委員會召集人就本會名譽董事、董事、聯席董事、或其眷屬配偶、專職或兼職員工、或組織會員及贊助會員所提名之義工中提名，經董事長和執行長共同通過任命之；任期與召集人同，得續任。
6.3 The members of Working Committees are nominated by the Committee Chairs among the candidates proposed by Honorary Directors, Directors, Associate Directors, the relatives or spouses of the above, full-time or part-time employees, or organizational members and sponsorship members. Members are appointed upon approval by both of the Chairman and Chief Executive Officer; moreover, the term is same as of the Committee Chair. If re-elected, members can serve on consecutive terms.
6.4 本會得設下列常設工作委員會，其工作及職責由董事會另訂細則規範之：
6.4 The Foundation is composed of the following permanent working committees, works and job responsibilities of which should be regulated with guidelines stipulated separately by the Board of Directors.
(1) 聯合國NGO/全球企業盟約委員會
(1) UN NGO/Global Compact Committee.
(2) 募款委員會
(2) Fund-raising Committee,
(3) 法規委員會
(3) Laws & Regulations Committee,
(4) 政府/社團互動合作委員會
(4) Government/Community Cooperative Committee,
(5) 補助金審查委員會
(5) Grant Reviewing Committee,
(6) 世台聯盟/附屬機構委員會
(6) STUF Affiliates/Subsidiaries Committee,
(7) 世台國際援助發展委員會
(7) STUF International Aid Development Committee
(8) 世台教育文化委員會
(8) STUF Education Culture Committee,
(9) 世台環保公衛委員會
(9) STUF Environmental Protection/Public Health Committee
(10) 世台國際志工委員會
(10) STUF International Volunteers Committee
(11) [世台之友會] 組織工作委員會
(11) Patrons of STUF Organizational Committee
6.5 工作委員會召集人及委員若為本會行政幹部或助理人員者為有給職之員工，否則為無給職之義工.
6.5 Chairs or members of Working Committees are paid when positions are taken by the paid administrative officers or assistants of the foundation. Otherwise, these positions are voluntary without compensation.

第七章附屬機構
CHAPTER SEVEN: SUBSIDIARIES

7.1 本會得經由至少三分之二之董事通過成立或解散附屬機構，其組織架構、成立、解組、及經費預算得由本會董事會推派特定委員會協助該附屬機構之董事會訂定其章程及施行細則規範之。惟其名稱必需冠上世台聯合基金會或STUF UNITED FUND(STUF)之字樣，或採用董事會特別批准之名稱。且其宗旨及活動必需符合本會之宗旨及活動範圍，並需負擔相當義務。
7.1 Upon approval passed by at least two-thirds of the Directors, STUF can establish or dissolve subsidiary organizations. The Board of STUF can appoint a special committee to assist the Board of subsidiaries to set up by-laws and guidelines for organizational structure, establishment, disbandment, as well as expenditures and budgeting. However, the names of such subsidiaries must contain the wordings of STUF United Fund (STUF), or with adoption of names approved by the Board of Directors. The mission and activities of subsidiaries must be complied with those of STUF. Moreover, subsidiaries are required to obey certain obligations.
7.2 任何合法成立之機構需具備以下檔向董事會申請為本會之附屬機構：完整的組織章程、合法登記檔、宗旨及目的、活動內容及大綱說明、負責人及重要幹部之履歷表, ，連續三年之財務預算及其它重要資料。
7.2 Any legal institution that intends to become a subsidiary of STUF is required to prepare the following documents to the Board of Directors for application: complete organizational by-laws, legal registration documents, mission and purposes, activities, summary, resumes of the person-in-charge and important officers, financial budgeting of three consecutive years, and other important information.
7.3 任何附屬機構之財務非經董事會至少三分之二同意，不得與本會之財務合併，董事會經多數同意得以財務補助附屬機構。
7.3 Unless with consensus by at least two-third of the members of the Board, merger of finance between STUF and any subsidiary is not allowed. However, STUF can provide financial assistance to the subsidiaries upon approval passed the majority members of the Board of Directors.
7.4 附屬機構之行政、組織、人事、管理、財務、活動等，皆由該附屬機構之管理單位負責，本會之管理人員非經董事會授權不得干預。
7.4 Subsidiaries are responsible for their own administration, organization, personnel, management, finance, as well as activities. Executive bodies of STUF should not interfere unless authorized by the Board of Directors.
7.5 附屬機構之解散:
7.5 Dissolving of Subsidiaries:
(1) 由附屬機構自行提出，經董事會過半數通過；或
(1) When it is proposed voluntarily by the subsidiaries on their own and passed by half of the Board of Directors; or
(2) 由至少三分之一董事提議，經董事會至少三分之二通過，本會得強制解散該附屬機構。
(2) when it is proposed by at least one-third of the Directors and passed by at least two-thirds of the members of the Board, the Foundation can make compulsory dissolving of such subsidiaries.
7.6 在台灣登記之世台聯合基金會為本會完全擁有之非營利機構, 其管理權由常務董事會負責. 行政權由世台亞太中心理事會及行政總監與財務長分權負責.
7.6 STUF United Fund as registered in Taiwan is wholly owned Non-Profit Organization of STUF, its Executive power rests on the Executive Board of Directors, its administrative power rests separately on Board of STUF Asian Pacific Center, Chief Administrative Supervisor and Chief Financial Officer.
7.7 世台亞太中心由台灣登記之世台聯合基金會建立, 負責在亞太地區推動符合世台宗旨之相關業務.
7.7 STUF Asian Pacific Center shall be established by STUF United Fund as registered in Taiwan, it is in charge of carry out activities in according to STUF United Fund mission statement.
7.8 世台亞太中心理事會組織辦法及其行政總監與財務長之職權由董事會通過後, 交由常務董事會及執行長負責建構世台亞太中心理事會及聘任行政總監與財務長.
7.8 The organizational rules and regulations of the board of directors of STUF Asian Pacific Center, and duties of its chief administrative supervisor and chief financial officer shall be approved by the Board of Directors for Executive Board of Directors and Chief Executive Officer to carry out and establish the board of STUF Asian Pacific Center and hiring Chief Administrative Supervisor and Chief Financial Officer.

第八章會議
CHAPTER EIGHT: MEETINGS

8.1 董事會例行會議於世界台商總會及北美洲台商總會召開之期中理事會及年會中舉行, 由袐書處於開會日卅天前具函或電話通知。臨時會議由袐書處於開會日十四天前具函或電話通知。董事因故未能出席，得以書面報備並委託其他董事代表出席。
8.1 The regular meetings of Board of Directors should be called during the mid-term and annual board of directors meeting of World Taiwanese Chambers of Commerce (WTCC) and Taiwanese Chambers of Commerce of North America (TCCNA). The Office of Secretariat shall send out notice of meeting via mail or phone 30 days in advance. Temporary meetings should be notified via mail or phone 14 days in advance by the Office of Secretariat. Any of the Directors who will be absent has to make a written report and entrust another Director as the representative.
8.2 本會董監事會之例行會議或臨時會議，由董事長召集之。若至少三分之一董事書面連署要求召開董監事會議，董事長必需于十四日內召開臨時董監事會，否則不需董事長之同意，至少三分之一董事得聯名召開臨時董監事會，其決議案只要符合本會組織綱要及章程所訂之規則即為有效。
8.2 Any routine meeting or temporary meeting of the Board of Directors & Supervisors should be called upon by the Chairman. If at least one-third of the Directors ask in jointly-signed written request for convention of a Board Meeting, the Chairman must hold a temporary meeting within 14 days. Otherwise, with request by at least one-third of the named Directors, a temporary Board of Directors meeting can be convened without consensus by the Chairman. Any resolution from the meeting is considered valid as long as the resolution is consistent with the rules stipulated by the By-law and the Organization Outline of the Foundation.
8.3 本會董事會之法定出席人數應有過半數之董監事出席始得開會。如出席人數未達半數時，則無法出席之董事有俱委託書委託其他董事出席時視為出席，出席董監事只能接受壹份委託書。董監事會議決案表決得以電話、傳真、Email網路系統進行，惟依此非面對面方式表決之議決案需於24小時內Email給所有董監事確認，經48小時後無人提出異議，議決案方得有效。
8.3 A majority of the Directors and Supervisors must attend the Board Meeting to meet the quorum and validate the meeting. If attendance is not over half, absent Directors can entrust another Director with a proxy and will be regarded as present. Each attendant Director or Supervisor can only accept one proxy. The voting for resolutions of the Board Meetings can be made by phone, fax, E-mail or through internet system. However, such distant voting should be sent within 24 hours via e-mail to all of the Directors and Supervisors for confirmation. Such resolution can be valid only when there is no objection within 48 hours after confirmation.
8.4 本會所召開之任何會議，若本會章程沒規定時，以簡單多數表決之；若至少三分之一之出席者認為重大的問題，需經出席人員三分之二通過，議案始得成立。
8.4 At any meeting held by the Foundation, resolutions are to be determined by a majority vote when there are no specified rules in the Bylaws. If considered as major issues by at least one-third of the meeting attendants, resolutions must be approved by at least two-thirds of the meeting attendants to be considered valid.
8.5 董事會對本會組織綱要第15.2條及第15.3條所授職權之決議案需經出席人員三分之二通過，始得成立。
8.5 Any resolution described in Section 15.2 and 15.3 of the Organizational Outline of the Foundation requires approval passed by at least two-thirds of the meeting attendants.
8.6 當會議規章與本會組織綱要或章程抵觸時，羅伯茨會議規程的最近版應作為本會組織綱要或章程一切有關問題的最終典據。
8.6 When the meeting regulations are in contradiction with either the Organizational Outline or the Bylaws of the Foundation, the latest version of Robert’s Rule of Order should serve as the ultimate basis for all problems related to the Organizational Outline or the Bylaws of the Foundation.
8.7 常務董事會會議召開月份及方式
8.7 Executive Board of Directors Meeting Calling Months and Method
8.7-1 一般常務董事會會議於沒有董事會會議召開之月份以視訊會議方式召開.
8.7-1 Regular executive board of directors meeting shall be held during the months of no board of directors meeting to be held. Such meeting could be conducted by video conference.
8.7-2 董事長依據執行長之書面請求得以視訊會議方式召開特別常務董事會會議,
8.7-2 The Chairman shall base upon written request summited by CEO to call special executive board of directors meeting conducted by video conference.
8.8 董事會議主席由董事長担任, 董事長不克出席時, 由第一副董事長及第二副董事長輪流担任. 常務董事會議主席由董事長,第一副董事長及第二副董事長輪流担任.
8.8 The Chairman shall preside the board of directors meeting. If the Chairman is not available, the First and Second Vice Chairman shall preside in alternate. The Chairman, and the First and Second Vice Chairman shall preside executive directors meeting in alternate.

第九章附則
CHAPTER NINE SUPPLEMENTAL PROVISIONS

9.1 會址：本會得由董事會指定法定辦公地址為本會當然地址.
9.1 Address of the Foundation: The address of the office designated by the Board of Directors is the principal address of the Foundation.
9.2本會會計年度自一月一日到十二月卅一日止。
9.2 The fiscal year is from January 1 to December 31.
9.3 本章程的修改必須通過下列步驟始生效：
1由四分之一董事連署後，本會法規委員會需擬議章程修改案，
2.提到董事會表決，得到三分之二董事通過後生效實施。
9.3 Any amendment on the Bylaws is in effect after the following steps: 1. At least one-fourth of the Directors make a jointly-signed request, and then the Laws & Regulations Committee needs to draft the proposal for amendment;
2. The proposal is presented to Board of Directors for vote and will be in effect by a two-thirds vote of the Directors.
9.4 本章程之任何章節若違反美國聯邦或紐約州對非營利組織之法令規則或組織會員所設定通過的世台聯合基金會組織綱要，該章節視為無效，但不影響其他章節之有效性。
9.4 Should any chapter or section in the Bylaw violate against any U.S. Federal or New York State laws and regulations for not-for-profit organizations, or against the Organizational Outline passed by the organizational members, such chapter or section is regarded as invalid while not affecting validity of the other chapters and sections.
END
本章程於2012年9月29日由世台聯合基金會董事會通過.
These Bylaws were passed by the Board of Directors of STUF on September 29, 2012.
本章程於2018年9月26日由世台聯合基金會董事會通過修改5.2條文及7.1條文更正英文名稱.
These Bylaws 5.2 were amended by the Board of Directors of STUF on September 26, 2018 and correct English Name on 7.1.
本章程於2018年12月15日由世台聯合基金會董事會通過修改第二章(抬頭) 2.5, 2.6, 2.7, 2.8; 增訂2.9; 第三章 (抬頭); 3.2; 3.3; 6.2; 6.3;見習董事均改為聯席董事,4.3條文及6.4條文.
These Bylaws Chapter 2 (Title), 5, 2.6, 2.7, 2.8; Add 2.9; Chapter 3 (Title) 3.2; 3.3; 6.2; 6.3;Chinese name for Associate Director changed; paragraph 4.3 and 6.4 were amended by the Board of Directors of STUF on December 15, 2018.
本章程於2019年9 月26日, 由世台聯合基金會第五屆董監事會通過增訂第二章之一, 第二章之二, 第二章之三¸第二章之四; 修改 3.4, ; 增訂7.6; 7.7; 7.8; 修改8.1 ; 增訂8.7; 8.8.條文.