Bylaws

Chapter 1: General Principles

Article 1

The name of this organization is the Taiwan Association of Lifestyle Medicine (hereinafter referred to as the Association), abbreviated as TALM.   

Article 2

The Association is a non-profit public social organization established in accordance with the law, aimed at promoting lifestyle medicine, enhancing public health, and improving quality of life.

Article 3

The tasks of the Association are as follows and shall be promoted and executed according to relevant laws and regulations:

1. Engage in research and development and application of lifestyle medicine, promoting a quality culture of lifestyle medicine.

2. Participate in and organize domestic and international training and seminars to enhance the knowledge and skills of medical personnel and promote international exchanges.

3. Assist enterprises and public and private institutions in planning and implementing healthy lifestyles, enhancing the public's awareness and prevention of lifestyle medicine.

4. Compile and translate relevant literature and educational materials.  

5. Promote the industry development of health-promoting activities related to lifestyle adjustments.

6. Handle other services related to lifestyle medicine to promote national health.

Article 4

The competent authority of the Association is the Ministry of the Interior. The main authority for the Association's purposes and tasks is the Ministry of Health and Welfare, and the Association's activities shall be guided and supervised by the relevant authorities.

Article 5

The organizational area of the Association is the national administrative region.

Article 6

The Association’s headquarters is located in the area under the jurisdiction of the competent authority, and it may establish branch offices upon approval from the competent authority.

The organizational rules for the aforementioned branch offices shall be drafted by the board of directors and implemented after approval from the competent authority.

Changes to the addresses of the headquarters and branch offices must be reported to the competent authority for record.

Chapter 2: Members, Directors, and Supervisors

Article 7

The membership and fee categories of the Association are as follows:

1. Individual Members: Anyone who agrees with the Association's purpose and has graduated from a medical department of a medical school (including dentistry and traditional Chinese medicine) and holds a physician's license issued by Taiwan's health authority can apply for membership by submitting an application form. After review and approval by the board of directors, they must pay a membership fee to become an individual member. The entrance fee is NT$1,000, paid at the time of joining, and the annual fee is NT$500.

2. Professional Members: Those with one of the following qualifications can become professional members after being introduced by two current members and receiving board approval, along with paying the membership fee. The entrance fee is NT$600, paid upon joining, and the annual fee is NT$300.

• (a) Non-physician personnel with a medical personnel license in Taiwan.
• (b) Individuals engaged in lifestyle adjustment and health promotion.

3. Sponsor Members: Individuals or organizations that support the Association's purpose and provide substantial funding or resources can apply for membership by submitting an application form. They become sponsor members after review and approval by the board of directors.   

4. Honorary Members: Individuals who have made significant contributions to promoting lifestyle medicine and are approved by the board of directors. 

Article 8

Individual members have the right to speak, vote, be elected, and remove members. Professional, sponsor, and honorary members have the right to speak but do not have voting rights, election rights, or removal rights.

Article 9

The term of office for directors and supervisors is two years.

Article 10

The Association shall have 15 directors (including 5 executive directors, one of whom is the chairperson and one the vice-chairperson) and 5 alternate directors.

Executive directors shall be elected by all directors.

The chairperson shall be elected from among the executive directors. The chairperson may designate one executive director to serve as vice-chairperson, effective upon approval by the board of directors.   

Article 11

The Association shall have 5 supervisors (including one executive supervisor) and 1 alternate supervisor.   

The executive supervisor is elected by the supervisors and oversees daily operations while serving as the chairperson of the supervisory board.

Article 12

Members are obligated to comply with the Association's constitution, resolutions, and pay membership fees.

Individual members and professional members who fail to pay their fees will not enjoy membership rights; those who do not pay for two consecutive years will have their rights suspended. If notified and still fail to pay, the board of directors may propose to the general assembly for expulsion. If a member is expelled, resigns, or has their rights suspended, they must clear any outstanding fees from the previous three years to apply for reinstatement.

Article 13

If a member (or their representative) violates laws, the constitution, or does not comply with the general assembly's resolutions, they may be warned or suspended by a decision of the board of directors. For serious infractions that harm the organization, they may be expelled by a resolution of the general assembly.   

Article 14

A member shall be expelled under the following circumstances:

1. Death.

2. Loss of membership qualifications.

3. Expulsion by resolution of the general assembly. 

Article 15

Members may submit a written statement of reasons to the Association to declare their resignation.

Chapter 3: Organization and Authority

Article 16

The general assembly is the highest authority of the Association. When the number of members (or their representatives) exceeds 300, every 20 members shall elect 1 representative, who will convene a representatives’ assembly to exercise the powers of the general assembly. The term of representatives is the same as that of directors and supervisors, with the number and election methods implemented after approval by the board of directors and reported to the competent authority for record.

Article 17

The powers of the general assembly are as follows:

1. To establish and amend the constitution.

2. To elect and dismiss directors and supervisors.

3. To determine the amount and method of entrance fees, annual fees, operational fees, and member donations.

4. To decide on annual work plans, reports, budgets, and financial statements.

5. To resolve the expulsion of members (or their representatives).

6. To decide on the sale, transfer, or other rights pertaining to property.

7. To resolve the dissolution of the Association.

8. To decide on other significant matters related to member rights and obligations.

The scope of significant matters in item 8 shall be determined by the board of directors.  

Article 18

Directors and supervisors are elected by members (or their representatives) to form the board of directors and the supervisory board.

When electing directors and supervisors, alternate directors and supervisors may also be elected simultaneously, to fill vacancies as needed.

The board of directors may propose a reference list of candidates for the next term.

Elections may also be conducted via correspondence, with the methods approved by the board of directors and reported to the competent authority for record.

Article 19

The chairperson oversees the operations internally and represents the Association externally, serving as the chair of the general assembly and the board of directors.

If the chairperson cannot perform their duties, they should designate one vice-chairperson to act on their behalf. If not designated or unable to be designated, one executive director shall be selected to act as a substitute.

If the chairperson or executive director position is vacant, an election must be held within one month.

Article 20

The powers of the board of directors are as follows:

1. To verify the qualifications of members (or their representatives).  

2. To elect and dismiss executive directors and the chairperson. 

3. To decide on the resignation of directors, executive directors, vice-chairpersons, and the chairperson.

4. To appoint or dismiss staff.

5. To draft annual work plans, reports, budgets, and financial statements.

6. To propose a reference list of candidates for the next term's directors and supervisors.

7. To execute other necessary actions.

Article 21

If an executive supervisor cannot perform their duties, they should designate one supervisor to act on their behalf. If not designated or unable to be designated, one supervisor shall be selected to act as a substitute.

If the supervisory board chair (executive supervisor) is vacant, an election must be held within one month.

Article 22

The powers of the supervisory board are as follows:

1. To monitor the execution of the board of directors' work.

2. To audit annual financial statements.  

3. To elect and dismiss executive supervisors.

4. To decide on the resignation of supervisors and executive supervisors.

5. To oversee other necessary matters.   

Article 23

Directors and supervisors serve without compensation and may be re-elected. The chairperson's re-election is limited to once. The term for directors and supervisors begins from the first board meeting of their term.

Article 24

Directors and supervisors shall be removed from office under the following circumstances:

1. Loss of membership (or representative) qualifications.

2. Resignation approved by the board of directors or supervisory board.

3. Dismissal or removal.   

4. Serving a suspension exceeding half of their term.

Article 25

The Association shall have one secretary-general, who handles the affairs of the Association at the chairperson's instruction, along with several other staff members appointed by the board of directors.

The aforementioned staff members cannot serve as directors or supervisors.

The responsibilities and hierarchical responsibilities of the staff members shall be determined by the board of directors.

Article 26

The Association may establish various committees, working groups, or other internal

Article 27

The association may appoint one honorary president, several honorary directors, and advisors, with their terms coinciding with those of the directors and supervisors.  

Chapter 4: Meetings

Article 28

The general assembly of members (or their representatives) consists of regular and extraordinary meetings, convened by the president. Except for urgent extraordinary meetings, notice must be given to all attendees at least 15 days in advance.

Regular meetings are held once a year, while extraordinary meetings may be convened when deemed necessary by the Board of Directors, at the request of more than one-fifth of the members (or their representatives), or at the request of the Board of Supervisors.

After the association has registered as a legal entity, extraordinary meetings may be convened at the request of more than one-tenth of the members (or their representatives).

Article 29

If a member (or their representative) cannot attend the general assembly, they may authorize another member (or their representative) to act on their behalf with a written proxy. Each member (or their representative) may only represent one other member.

Article 30

Decisions made during the general assembly require the attendance of a majority of members (or their representatives), and must be agreed upon by more than half of those present. However, the following matters require the consent of at least two-thirds of those present:

1. Establishment and amendments of the bylaws.

2. Expulsion of a member (or their representative).

3. Removal of directors or supervisors.

4. Disposal of property.

5. Dissolution of the association.

6. Other significant matters related to the rights and obligations of members.

After the association has registered as a legal entity, amendments to the bylaws require the consent of at least three-quarters of those present or written consent from two-thirds of all members; dissolution of the association can occur with a resolution passed by two-thirds of all members.

Article 31

The Board of Directors must hold meetings at least once every six months, and the Board of Supervisors must hold meetings at least once every six months, with the option to hold joint meetings or extraordinary meetings if necessary.

For the meetings mentioned above, except for extraordinary meetings, notice must be given to all attendees at least 7 days in advance. Decisions are made with the attendance of a majority of directors or supervisors, requiring agreement from a majority of those present.

Article 32

Directors are required to attend Board meetings, and supervisors are required to attend Supervisory meetings; attendance may not be delegated.

Board meetings, Supervisory meetings, and joint meetings of directors and supervisors may be convened via video conference. Attendance at these meetings will be considered as in-person attendance, with sign-in and voting conducted according to the capabilities of the video conferencing equipment. However, matters involving elections, by-elections, or removals may not be conducted via video conference.

If a director or supervisor is absent without cause for two consecutive meetings, they shall be considered to have resigned.

Chapter 5: Finances and Accounting

Article 33

The sources of funding for the association are as follows:

1. Application fees.

2. Annual membership fees.

3. Business income.

4. Donations from members.

5. Income from commissioned projects.

6. Funds and their yields.

7. Other income.

Article 34

The fiscal year of the association aligns with the calendar year, from January 1 to December 31.

Before the start of each fiscal year, the Board of Directors shall prepare an annual work plan and income and expenditure budget. Within three months after the end of the fiscal year, the Board of Directors shall prepare an annual work report and accounting report, which shall be submitted to the Board of Supervisors for review. Following review, the Board of Supervisors shall return it to the Board of Directors, along with the current year’s work plan and budget, to be submitted to the general assembly for approval and filed with the competent authority. If the general assembly cannot convene as scheduled, the Board of Directors and the Board of Supervisors or the joint meeting of directors and supervisors may approve it first, to be ratified by the assembly later and then submitted to the competent authority for filing.

Article 35

After dissolution of the association, any remaining assets shall belong to the local government authority or an organization designated by the competent authority.

The selection of liquidators and the procedures for asset liquidation shall be handled according to civil law provisions if the association is registered as a legal entity, except as otherwise provided by law; if the association is not registered as a legal entity, this shall be handled according to the resolution of the general assembly. If the general assembly is unable to reach a resolution, the president shall act as the liquidator, applying the civil law liquidation provisions.

Chapter 6: Supplementary Provisions

Article 36

Matters not specified in these bylaws shall be handled according to relevant laws and regulations.

Article 37

These bylaws shall take effect upon approval by the general assembly of members (or their representatives) and shall be filed with the competent authority. Amendments shall follow the same procedure.

Article 38

These bylaws were approved by the first general assembly of members on June 6, 112 (2023).