Foundations Act Article 43

The chairperson of the Board shall internally preside the Board meeting and shall externally represent the public-endowed foundation. If the chairperson is on leave or absent or unable to exercise the duties and powers for any cause, the vice chairperson shall act on the chairperson’s behalf. If there is no vice chairperson, or the vice chairperson is also on leave or absent or unable to exercise the duties and powers for any cause, the chairperson shall designate one of the directors to act on the chairperson’s behalf. In the absence of such a designation, the directors shall be elected from among themselves an acting chairperson.The chairperson shall convene a Board meeting at least once every half year. Directors shall attend the Board meeting in person, and, if a director is unable to attend in person, such director may designate another director to attend as a proxy unless it is not allowed under the charter of endowment.A director may accept the designation to act as the proxy under the preceding paragraph of one other director only, and the directors who act as the proxy shall not exceed one-third of the total number of directors.If a Board meeting is proceeded via video conferencing, the directors taking part in such video conference meeting shall be deemed to have attended the meeting in person.The Board meeting shall be held within the R.O.C. territory, and any meeting held outside the R.O.C. territory shall be approved by the competent authority.If the chairperson does not duly convene the Board meeting, upon a written request setting forth the meeting purpose and convention reasons from one-third or more of the current directors to convene the Board meeting, the chairperson shall convene the Board meeting within 10 days after receiving such request. If the chairperson does not give notice to convene the Board meeting within the specified time period, the requesting directors may report to the competent authority and convene the meeting upon obtaining the approval.