Article One: Name

This organization shall be called the Taiwan Young Professionals and Entrepreneurs Association, hereinafter referred to as TYPEA.

TYPEA is also known as TYPEA - Toronto (多倫多台灣青商專業協會) and TYPEA – Ontario (安省台灣青商專業協會), and shall be referred to T.Y.P.E.A for short form (台灣青商會) or (青商會).

Article Two: Location

The head office of TYPEA shall be in the City of Toronto, in the Province of Ontario, at such place therein as determined by the directors from time to time.

Article Three: Objective

The objective of TYPEA is to provide an exclusive forum for members to meet people, share information, build networks, strengthen friendships, and to create a strong positive image as a group of young professionals and entrepreneurs who strive for both professional and life fulfillment. Through its dynamic schedule of events and activities on a regular basis, TYPEA shall facilitate personal and career development skills, and foster potential business opportunities among its members.

Article Four: Services

TYPEA shall provide the following services:

1. Provide an environment to foster business opportunities.
2. Provide professionals and young entrepreneurs networking opportunity.
3. Facilitate personal and career development skills through various events.

Article Five: Membership

Section 1: Membership Classes

1.1 There shall be two classes of membership in TYPEA as follows:

(a) Individual Membership – any individual who is between 18 and 35 years of age residing in the Province of Ontario may apply for admission as a regular member.
(b) Corporate Membership – any person who represents and is sponsored by a firm, association or corporation, and is between 18 and 35 years of age may apply for admission as corporate membership.

1.2 Membership in TYPEA automatically grants membership in TEST/T.

Section 2: Membership Fees

2.1 Fees shall consist of registration fees and annual fees:

(a) New applicants shall pay both registration fees and annual fees.
(b) Existing members shall pay annual membership renewal fees.
(c) Annual fees are payable from the day of the Annual Meeting to one day prior to next Annual Meeting.
(d) Members will not be granted voting rights at the Annual Meeting if the annual fee is not submitted before the Annual Meeting takes place.
(e) Membership fees are not refundable due to the termination of membership

Section 3: Application for Membership

3.1 Each application for membership shall be submitted to the Board of Directors together with such fees as may be prescribed from time to time by the Board. Each member shall be promptly informed by the Membership Director of his or her admission as a member. Any individual whose membership has ceased or has otherwise been terminated for any reason whatsoever, shall be entitled to re-apply for membership in TYPEA in accordance with the by-laws of TYPEA.

Section 4: Suspension and Termination of Membership

4.1 Membership in TYPEA automatically terminates upon the happening of any of the following events:

(a) Upon the written request of a member.
(b) Upon the death of an individual member; dissolved or bankrupted or a corporate member.
(c) If the membership is expelled from TYPEA by a resolution of the Board.
(d) Upon failure to pay dues for more than sixty (60) days, where notice of the assessment has been given to the member and the Board determines by resolution that such membership shall be suspended or terminated.

Article Six: Member's Rights and Obligations

1. Members shall be entitled to receive the services provide by TYPEA
2. Both individual members and corporate members shall have voting and nominating rights.

Article Seven: Organization and Structure

The Taiwan Entrepreneurs Society Toronto/Taipei (TEST/T) is the parent organization of TYPEA.

Section 1: The President

1.1 The President shall:
(a) when present, preside at all meetings of the directors and members;
(b) sign such contracts, documents or instruments in writing as are required by him or her; and
(c) have such other powers and duties as may from time to time be assigned to him or her by the Board or as are incidental to his or her office.

1.2 The President is entitled to be a Director of TEST/T.

1.3 The President must be of Taiwanese descent and shall be at least eighteen (18) years of age and not more than thirty-five (35) years old.

1.4 The immediate past President shall be natural director of TYPEA with term of one year.

Section 2: Vice President

2.1 The Vice-President shall:
(a) sign such contracts, documents, or instruments in writing as are required by him or her and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as are incidental to his or her office;
(b) The Vice-President, as designated by the Board shall fulfill the duties of the President in the absence, inability or refusal of the President to act.

2.2 The Vice-President is entitled to be a Director of TEST/T.

2.3 The Vice-President must be of Taiwanese descent and shall be at least eighteen (18) years of age and not more than thirty-five (35) years old.

Section 3: Directors

3.1 The duties of all other directors of TYPEA shall be such as required by the terms of their engagement or as the Board requires of them.

3.2 The number of directors may from time to time determine upon demand in annual meeting.

Article Eight: Board of Directors

The affairs of TYPEA shall be managed by a board composed of nine (9) appointed or elected directors.

1. The President and Vice President shall be natural directors.
2. Election of Directors. At the next annual general meeting of members:
   1. A nomination meeting shall be held two months prior to the General Meeting by the board;
   2. Candidates are required to submit a nomination form by mail or in person;
   3. Each nomination form shall have approval signature of two (2) nominators;
   4. Nomination can also be made from the floor at the election date;
   5. Each presidency and directorship is to be one-year term;
   6. Re-election is permitted for presidency with a maximum term of two (2) years;
3. Removal of Directors. The members entitled to vote may, by resolution passed by at least two-third (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any director before the expiration of his or her term of office, and may, by majority of the votes cast at that meeting, elect any person meeting the qualifications in his or her stead for the remainder of his or her term.
4. Vacancies: So long as a quorum of the directors remains in office, a vacancy on the Board may be filled by the directors from among the regular members of TYPEA who meet the qualifications. If no quorum of directors exists, the remaining directors shall forthwith call a general meeting of members to fill the vacancies on the Board.

Article Nine: General Meeting

Section 1: Annual Meeting

1.1 The annual meeting of the members shall be held each year within Ontario, at a time, place and date determined by the Board

1.2 Notice of the time, place and date of meetings of members and the general nature of the business to be transacted shall be given at least thirty (30) days before the date of the meeting to each member.

1.3 Quorum: A minimum of one third (1/3) of the member or 60 regular members present including proxies constitute a quorum at a meeting of members.

Section 2: Special General Meetings

2.1 The Board may at any time call a special meeting of members for the transaction of any business, the general nature of which shall be specified in the notice calling the meeting.

2.2 A general or special meeting of members may also be called by the members with written request exceeding one third (1/3) of member number.

Section 3: Vote

3.1 At all meetings of members every question shall be decided by a show of hands unless a poll is required by the Chairman or requested by majority of regular member entitled to vote. Upon a show of hands, every regular member or proxy holder for a member entitled to have one vote.

3.2 Proxies: Every regular member entitled to vote at meetings of members may by means of proxy appoint a person who need not be a regular member as his or her nominee, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be writing, shall be executed by the regular member entitled to vote or his or her attorney authorized in writing and ceases to be valid one year from its date.

Article Ten: Finance and Account

Section 1: Dates

1.1 The fiscal year shall be from January 1st and end on December 31st.

Section 2: Treasurer

2.1 The Treasurer shall have the care and custody of all funds and securities of TYPEA and shall deposit the same in the name of TYPEA in such bank or banks or with such other depository or depositories as the Board may direct.

Section 3: Signing Officers

3.1 All cheques, draft or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by any one of President or Vice-President jointly with Treasurer (mandatory).

Section 4: Books and Records

4.1 The Board shall see that all necessary books and records of TYPEA required by the by-laws of TYPEA or by any other applicable statute are regularly and properly kept.

Section 5: Expenditures

5.1 Any suggestion or proposition made at any meeting of this association calling for the expenditure of money outside the pre-approved budget shall:

1. require the approval from the Board where the expenditure is in excess of two hundred (200) dollars;
2. require the approval of the President or Vice-President where the expenditure is not more than two hundred (200) dollars
3. TYPEA monthly banking statements and annual reports shall be submitted to TEST/T/T.

Article Eleven: Donations

With the board’s consent, TYPEA may accept donations from members or non-members.

Article Twelve: Amendment of By-Laws

1. This constitution may be amended at any regular or special general meeting of TYPEA, at which a quorum is present, by the affirmative vote of two third (2/3) of the members present in person, including proxies, and voting.
2. No amendment shall put to vote, unless written notice thereof, stating the proposed amendment, shall have been mailed or delivered personally to the Secretary of TYPEA at least one week prior to the meeting.
3. Amendment of constitution shall be enacted with immediate effect at the adjournment of general meeting.

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