Articles of Incorporation 

Association for Net Zero Emissions Taiwan (ANZET) 

Adopted at the 1st General Assembly of the 1st Term on October 19, 2021 
Amended at the 3rd General Assembly of the 1st Term on October 17, 2023 
Amended at the 1st General Assembly of the 2nd Term on October 8, 2024 
Amended at the 2nd General Assembly of the 2nd Term on October 15, 2025 

Chapter 1 General Provisions
Article 1
The name of this Association is Association for Net Zero Emissions Taiwan (hereinafter referred to as the “Association”), abbreviated as ANZET.

Article 2
The Association is a non-profit public-interest social organization legally established. Its purpose is to advocate for enterprises and organizations to implement net zero emissions practices and to assist the government in achieving carbon neutrality in Taiwan.

Article 3
The missions of the Association are as follows and shall be promoted and implemented in accordance with relevant laws and regulations:
1.    To bring together enterprises and other organizations in Taiwan that are concerned with the climate crisis and carbon neutrality issues, and that are willing to commit to achieving net zero greenhouse gas emissions by 2050 (hereinafter referred to as “net zero emissions”), to promote Taiwan’s net zero action initiatives and jointly identify and disseminate common pathways to achieve these goals.
2.    To encourage members to lead by action across all sectors in Taiwan, fostering a net zero emissions movement and assisting the government in achieving Taiwan’s carbon neutrality objectives.
3.    To establish a communication platform regarding laws, regulations, and policies related to the carbon neutrality process, bridging government, enterprises, and other organizations in both concepts and actions.
4.    To establish platforms for public education and exchange of knowledge and technologies related to net zero emissions, assisting enterprises, organizations, and the public in achieving net zero emissions and Taiwan’s carbon neutrality goals.
5.    To promote international exchange and cooperation in net zero emissions knowledge, technologies, green finance, and carbon credit resources.
6.    Other matters related to net zero emissions and carbon neutrality.

Article 4
The competent authority of the Association is the Ministry of the Interior.
The principal purpose-related competent authority, based on the objectives and missions defined in these Articles, is the Ministry of Environment.
The Association’s activities shall be subject to the guidance and supervision of the relevant competent authorities.

Article 5
The organizational scope of the Association covers the entire national administrative territory.

Article 6
The Association shall establish its principal office within the jurisdiction of the competent authority and may, with approval from the competent authority, establish branch organizations.
The organizational bylaws of branch organizations shall be formulated by the Board of Directors and implemented after approval by the competent authority.
The addresses of the principal office and branch organizations, as well as any changes thereto, shall be reported to the competent authority for recordation.



Chapter 2 Members, Directors, and Supervisors 
Article 7
Membership categories and membership fees are as follows:
1.    Founding Members
Institutions or organizations that agree with the purpose of the Association and, at the founding assembly, pay a one-time admission fee of NTD 2.26 million, an annual membership fee of NTD 140,000 for the first year, and NTD 150,000 per year from the second year onward, and commit to continuously applying for net zero emissions certification, may become founding members upon submitting a membership application.
Founding members may designate ten (10) representatives to exercise membership rights; starting from the second term, the number of representatives shall be adjusted to three (3).
2.    Premium Members
Institutions or organizations that agree with the purpose of the Association, submit a membership application, obtain approval from the Board of Directors, and pay the required fees shall become premium members.
Premium members may designate one (1) representative to exercise membership rights.
The admission fee is NTD 10,000, and the annual membership fee is NTD 140,000 upon joining; from the second year onward, the annual membership fee shall be NTD 150,000.
3.    Initiating Members
The admission fee is NTD 10,000, and the annual membership fee is NTD 140,000 upon joining; from the second year onward, the annual membership fee shall be NTD 150,000.
Initiating members may designate two (2) representatives to exercise membership rights.

Article 8
Members (or their representatives) shall have the rights to vote, elect, be elected, and recall.
Each member (or representative) shall have one vote.

Article 9
The term of office for Directors and Supervisors shall be three (3) years.

Article 10
The Association shall have 23 Directors, including 7 Executive Directors, among whom 1 shall serve as Chairperson and 3 as Vice Chairpersons, and 3 Alternate Directors.
Executive Directors shall be elected by and from among all Directors.
The Chairperson and Vice Chairpersons shall be elected by and from among the Executive Directors.

Article 11
The Association shall have 7 Supervisors, including 2 Executive Supervisors, and 2 Alternate Supervisors.
The Board of Supervisors shall elect one Executive Supervisor to oversee day-to-day supervision of the Association’s affairs.

Article 12
Members shall have the obligation to comply with the Articles of Incorporation, resolutions, and payment of membership fees.
Members who fail to pay membership fees shall not enjoy membership rights.
Members who fail to pay fees for two consecutive years shall be deemed to have automatically withdrawn.
Members seeking reinstatement after withdrawal, resignation, or suspension must settle all outstanding fees unless otherwise approved by the Board of Directors for justifiable reasons.

Article 13
Members (or representatives) who violate laws, these Articles, or resolutions of the General Assembly may, upon resolution of the Board of Directors, receive warnings or suspension of rights; those whose actions seriously harm the Association may be expelled upon resolution of the General Assembly.

Article 14
Membership shall be terminated under any of the following circumstances:
1.    Loss of membership qualifications.
2.    Expulsion by resolution of the General Assembly.

Article 15
Members may withdraw from the Association by submitting a written notice stating the reasons for withdrawal.



Chapter 3 Organization and Powers
Article 16
The General Assembly of Members (or Member Representatives) shall be the highest authority of the Association.
When the number of members exceeds 300, member representatives may be elected proportionally by region to convene a General Assembly of Member Representatives to exercise the powers of the General Assembly.
The term of member representatives shall be the same as that of Directors and Supervisors.
The number and election methods shall be formulated by the Board of Directors and reported to the competent authority for recordation.

Article 17
The powers of the General Assembly include:
1.    Adoption and amendment of the Articles of Incorporation.
2.    Election and recall of Directors and Supervisors.
3.    Resolution of admission fees, annual membership fees, business fees, and member donations.
4.    Resolution of annual work plans, reports, budgets, and final accounts.
5.    Resolution of expulsion of members (or representatives).
6.    Resolution of acquisition, disposal, transfer, or encumbrance of property.
7.    Resolution to dissolve the Association.
8.    Resolution of other significant matters related to members’ rights and obligations.
The scope of significant matters under Subparagraph 8 shall be defined by the Board of Directors.

Article 18
Directors and Supervisors shall be elected by members (or representatives), forming the Board of Directors and the Board of Supervisors respectively.
Alternate Directors and Alternate Supervisors may be elected concurrently and shall fill vacancies in order when necessary.
The Board of Directors may propose a reference list of candidates for the next term.
Directors and Supervisors may be elected by correspondence voting, subject to approval by the Board of Directors and recordation with the competent authority.

Article 19
The Chairperson shall supervise the Association’s affairs internally, represent the Association externally, and serve as chair of the General Assembly and Board of Directors.
If the Chairperson is unable to perform duties, one Vice Chairperson shall be designated as acting Chairperson; if no designation is made, an Executive Director shall be mutually elected to act.
Vacancies in the positions of Chairperson, Vice Chairperson, or Executive Director shall be filled within one month.

Article 20
The powers of the Board of Directors include:
1.    Review of membership qualifications.
2.    Election and recall of Executive Directors, Vice Chairpersons, and the Chairperson.
3.    Resolution of resignations of Directors and officers.
4.    Appointment and dismissal of staff.
5.    Formulation of annual work plans, reports, budgets, and final accounts.
6.    Proposal of reference candidate lists for the next term.
7.    Other matters to be executed.

Article 21
If the convener of the Board of Supervisors is unable to perform duties, one Executive Supervisor shall be designated to act; if no designation is made, one shall be elected among the Executive Supervisors.
Vacancies shall be filled within one month.

Article 22
The powers of the Board of Supervisors include:
1.    Supervision of the execution of Board of Directors’ affairs.
2.    Review of annual final accounts.
3.    Election and recall of Executive Supervisors.
4.    Resolution of resignations of Supervisors.
5.    Other supervisory matters.

Article 23
Directors and Supervisors shall serve without remuneration and may be re-elected.
The Chairperson may serve no more than two consecutive terms.
The term of Directors and Supervisors shall commence from the date of the first Board meeting of the term.

Article 24
Directors or Supervisors shall be dismissed immediately under any of the following circumstances:
1.    Loss of membership (or representative) qualifications.
2.    Resignation approved by the Board of Directors or Supervisors.
3.    Recall or removal.
4.    Suspension of rights for more than one-half of the term.

Article 25
The Association shall appoint one Secretary-General, who shall manage affairs under the direction of the Chairperson.
Other staff shall be nominated by the Chairperson and appointed or dismissed with approval of the Board of Directors, and reported to the competent authority for recordation.
Staff members shall not concurrently serve as Directors or Supervisors.
Staff responsibilities and authority shall be separately prescribed by the Board of Directors.

Article 26
The Association may establish committees, task forces, or other internal units.
Their organizational bylaws shall be implemented after approval by the Board of Directors.

Article 27
The Association may appoint one Honorary Chairperson, several Honorary Directors, and Advisors.
Their terms shall be the same as those of Directors and Supervisors.



Chapter 4 Meetings
Article 28
General Assemblies shall include regular meetings and extraordinary meetings, convened by the Chairperson.

Except in emergencies, notice shall be given at least 15 days in advance.
Regular meetings shall be held once annually.
Extraordinary meetings shall be convened when deemed necessary by the Board of Directors, upon request of one-fifth of members (or representatives), or upon request by the Board of Supervisors.
After legal registration, extraordinary meetings may also be convened upon request of one-tenth of members (or representatives).

Article 29
Members (or representatives) unable to attend the General Assembly in person may authorize another member (or representative) in writing to attend and exercise rights.
Each member (or representative) may represent only one proxy.

Article 30
Resolutions of the General Assembly shall require attendance of more than one-half of members (or representatives) and approval by a majority of those present.
However, the following matters shall require approval by at least two-thirds of those present:
1.    Adoption or amendment of the Articles.
2.    Expulsion of members.
3.    Recall of Directors or Supervisors.
4.    Disposal of property.
5.    Dissolution of the Association.
6.    Other major matters affecting members’ rights and obligations.
After legal registration, amendments to the Articles shall require approval by three-fourths of attendees or written consent of two-thirds of all members.
Dissolution may be resolved at any time with approval of two-thirds of all members.

Article 31
The Board of Directors and the Board of Supervisors shall each meet at least once every six months.
Joint or extraordinary meetings may be convened when necessary.
Except for extraordinary meetings, notice shall be given at least seven days in advance.
Resolutions shall require attendance of more than one-half of Directors or Supervisors and approval by a majority of those present.

Article 32
Directors and Supervisors shall attend their respective meetings in person and may not appoint proxies.
Meetings may be held via video conference; attendance via video shall be deemed in-person attendance, with sign-in and voting conducted through appropriate technical means.
However, matters involving elections, by-elections, recalls, or adoption of organizational regulations shall not be conducted via video conference.
Directors or Supervisors who are absent without cause from two consecutive meetings shall be deemed to have resigned.

 

Chapter 5 Finance and Accounting
Article 33
The sources of funds of the Association are as follows:
1.    Membership Admission Fee:
A.    Founding Members: Upon admission as regular members, a one-time membership admission fee shall be paid.
B.    Premium Members: Upon admission as regular members, a one-time membership admission fee shall be paid.
C.    Initiating Members: Upon admission as regular members, a one-time membership admission fee shall be paid.
2.    Annual Membership Dues:
A.    Founding Members: Regular members shall pay the annual membership dues once per year.
B.    Premium Members: Regular members shall pay the annual membership dues once per year.
C.    Initiating Members: Regular members shall pay the annual membership dues once per year.
3.    Business income
4.    Member donations
5.    Commissioned income
6.    Funds and interest
7.    Other income

Article 34
The fiscal year shall be the calendar year, from January 1 to December 31.
Before the start of each fiscal year, the Board of Directors shall prepare the annual work plan and budget.
Within three months after year-end, the Board shall prepare the annual work report and financial statements, which shall be reviewed by the Board of Supervisors and submitted to the General Assembly for approval, then reported to the competent authority for recordation.
If the General Assembly cannot be convened as scheduled, approval may first be obtained from the Board of Directors and Board of Supervisors or a joint meeting, followed by subsequent ratification by the General Assembly and reporting to the competent authority.

Article 35
Upon dissolution, remaining assets shall be transferred to the local self-government body at the Association’s location or to an organization designated by the competent authority.
The appointment of liquidators and liquidation procedures shall be conducted in accordance with the Civil Code if legally registered, or by resolution of the General Assembly if not registered; if no resolution can be made, the Chairperson shall serve as liquidator, applying the Civil Code mutatis mutandis.



Chapter 6 Supplementary Provisions 
Article 36
Matters not provided for in these Articles shall be handled in accordance with relevant laws and regulations.

Article 37
These Articles shall take effect upon approval by the General Assembly and recordation with the competent authority.
The same shall apply to any amendments.

Article 38
These Articles were adopted at the 1st General Assembly of the 1st Term on October 19, 2021, and amended at the 3rd General Assembly of the 1st Term on October 17, 2023.

Articles 7, 10, and 11 shall take effect starting from the second term.

 

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