Regulations for the Establishment and Administration of the Multi-level Marketing Enterprises and Participants Protection Institute Article 11

The board of directors meetings shall be convened and chaired by the Chairperson of the Board. In the event that the Chairperson of the Board of directors is unable to convene andpreside over a meeting for any reason, the Chairperson shall designate a Director to act on his or her behalf. If the Chairperson does not designate, or is unable to designate a proxy, the Directors shall elect one of their own to convene and preside over that meeting.The board meeting shall be held at least once every three months, and interim board meetings may be convened, as necessary.Directors shall attend board meetings in person or, if they are unable to attend, they may delegate their attendance to other directors by proxy, with the scope of such authority specified in writing. However, the number of proxy directors shall be limited to one per director, and that number shall not exceed one-third of the total number of directors.The board meetings may be held via video conference, with the directors who participate in such video meetings considered as being present in a in-person meeting.If the Chairperson of the Board fails to convene a meeting as required by the regulation, and then, if at least one-third of the total current directors submit in writing a request for the convening of a board meeting, including the purpose of the meeting and the reason for the convening of such a meeting, the Chairperson of the Board shall then convene a meeting within ten days of the date that such a request is made. If within the said time limit no convening notice is given, the requesting directors may, with the approval of the FTC, convene a meeting themselves.
中文原文 多層次傳銷保護機構設立及管理辦法第11條
董事會由董事長召集之,並為主席。
董事長因故不能召集及主持會議時,由董事長指定董事一人代理,董事長未指定或無法指定代理人時,由董事互推一人召集及主持會議。
董事會每三個月至少舉行一次,必要時得召集臨時董事會。
董事應親自出席董事會,不能出席時,得以書面載明授權範圍,委託其他董事代理出席。
但受託董事以代理一人為限,且其人數不得逾董事總人數三分之一。
董事會開會時,得以視訊會議為之,其董事以視訊參與會議者,視為親自出席。
董事長未依規定召集會議,經現任董事總人數三分之一以上以書面提出會議目的及召集理由,請求召集董事會議時,董事長應自受請求後十日內召集之。
屆期不為召集之通知,得由請求之董事報經本會許可,自行召集之。

English translation for reference only; the Chinese text prevails. Not legal advice.