Association Bylaws

Chapter 1 General Provisions

Article 1
The name of this Association is the Endobariatrics & Body Sculpting Alliance (EBSA) (hereinafter referred to as “the Association”).

Article 2
The Association is a non-profit social organization established in accordance with the law, with the purpose of promoting the clinical, educational, and research development of endoscopic bariatric medicine and body contouring medicine; integrating domestic and international medical professional resources; promoting interdisciplinary cooperation in weight reduction and body contouring medicine; and enhancing members’ professional standards, ethical spirit, and international exchange.

Article 3
The missions of the Association are as follows, and shall be promoted and implemented in accordance with relevant medical and health professional laws and regulations:

1. To promote the clinical research and development of endoscopic bariatric and body contouring medicine domestically and internationally.

2. To educate and promote correct medical concepts of endoscopic bariatric procedures, body contouring surgery, and non-invasive treatments.

3. To organize academic lectures, seminars, clinical exchanges, and international cooperation activities.

4. To establish clinical training and continuing education systems in endoscopic bariatric and body contouring medicine.

5. To provide a platform for professional experience exchange and collaborative research among members.

6. To assist medical institutions in promoting professional training and quality improvement in endoscopic bariatric and body contouring practices.

7. To publish related journals, academic papers, teaching materials, and professional publications.

8. To promote physician ethics, self-discipline, and standards for safe treatment.

9. Other promotion and service matters consistent with the purpose of the Association.

Article 4
The competent authority of the Association is the Ministry of the Interior. The purpose-related activities of the Association shall be subject to the guidance and supervision of the relevant competent authorities.

Article 5
The organizational area of the Association shall cover the entire national administrative region.

Article 6
The Association shall be located within the jurisdiction of the competent authority, and branch organizations may be established with the approval of the competent authority.
The organizational regulations of the branch organizations mentioned in the preceding paragraph shall be implemented after being approved by the General Assembly and submitted to the competent authority for approval.
The addresses of the headquarters and branch organizations shall be reported to the competent authority for record upon establishment or change.
 

Chapter 2 Membership, Directors, and Supervisors

Article 7
The membership categories and membership fees of the Association are as follows:

1. Individual Members: Those who agree with the purpose of the Association and possess a physician license, or hold professional licenses such as nurses or dietitians, may apply by completing a membership application form. Upon approval by the Board of Directors and payment of membership fees, they shall become individual members.
   The admission fee is NT$1,000, payable upon joining; the annual membership fee is NT$1,000.

2. Institutional Members: Medical or health organizations or institutions that agree with the purpose of the Association may apply by completing a membership application form. Upon approval by the Board of Directors and payment of membership fees, they shall become institutional members. Institutional members shall appoint one representative to exercise membership rights.
   The admission fee is NT$1,000, payable upon joining; the annual membership fee is NT$1,000.

3. Supporting Members: Individuals or organizations that agree with the purpose of the Association and provide financial or resource support may apply by completing a membership application form. Upon approval by the Board of Directors, they shall become supporting members.

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. Supporting members shall not have the rights stated in the preceding paragraph.

Article 9
The term of office for directors and supervisors shall be four years.

Article 10
The Association shall have nine directors (including three standing directors, among whom one shall be the Chairperson) and three alternate directors.
The standing directors shall be elected from among all directors.
The Chairperson shall be elected from among the standing directors by all directors.

Article 11
The Association shall have three supervisors (including one standing supervisor) and one alternate supervisor.
The standing supervisor shall be elected by the supervisors, shall supervise daily affairs, and shall serve as the chairperson of the Supervisory Board.

Article 12
Members shall have the obligation to comply with the Articles of Association, resolutions, and payment of membership fees.
Members who fail to pay membership fees shall not enjoy membership rights. Those who fail to pay membership fees for two consecutive years shall be deemed to have withdrawn from the Association.
Members who have withdrawn, resigned, or had their membership suspended and wish to apply for reinstatement shall, unless justified and approved by the Board of Directors, pay all outstanding membership fees.

Article 13
If a member (or representative) violates laws or regulations, the Articles of Association, or fails to comply with resolutions of the General Assembly, the Board of Directors may issue a warning or suspend membership rights.
If the circumstances seriously harm the Association, expulsion may be resolved by the General Assembly.

Article 14
A member shall be considered withdrawn under any of the following circumstances:

1. Death.

2. Loss of membership qualification.

3. Expulsion by resolution of the General Assembly.

Article 15
A member may resign from the Association by submitting a written statement with reasons.
 

Chapter 3 Organization and Duties

Article 16
The Association shall establish the following two professional divisions:

1. EndoBariatric Division: Responsible for promoting endoscopic bariatric procedures, metabolic medicine, and related education and research.

2. BodySculpting Division: Responsible for promoting clinical development and education and research in body contouring, reconstruction, and non-invasive body sculpting therapies.

Each division shall have one director, appointed by the Board of Directors, and may have several deputy directors to assist in executing related affairs.

The operation of the divisions shall be conducted in accordance with the Articles of Association and the guiding principles of the Board of Directors.

Article 17
The Association may establish the following committees or groups:

1. Education and Training Committee.

2. Academic Research Committee.

3. International Exchange Committee.

4. Ethics and Quality Review Committee.

5. Other committees established by resolution of the Board of Directors.

The organizational rules of each committee shall be implemented after approval by the Board of Directors, and the same shall apply to any amendments.

Article 18
The directors and supervisors of the Association shall be elected by the members (or member representatives), and shall respectively form the Board of Directors and the Board of Supervisors.

When electing directors and supervisors, alternate directors and alternate supervisors may also be elected according to the vote count. When vacancies occur, they shall be filled in order.

The Board of Directors may propose a reference list of candidates for the next term of directors and supervisors.

The election of directors and supervisors may be conducted by correspondence. The method for correspondence voting shall be implemented after approval by the Board of Directors and reported to the competent authority for record.

Article 19
The Chairperson shall oversee and supervise the affairs of the Association internally, represent the Association externally, and serve as the chairperson of the General Assembly and the Board of Directors.

If the Chairperson is unable to perform duties, one standing director shall be designated to act on their behalf. If no designation is made or cannot be made, one standing director shall be elected by mutual agreement to act.

If the position of Chairperson or standing director becomes vacant, a by-election shall be held within one month.

Article 20
The duties of the Board of Directors are as follows:

1. To review and approve the qualifications of members (or member representatives).

2. To elect and dismiss the standing directors and the Chairperson.

3. To resolve the resignation of directors, standing directors, and the Chairperson.

4. To appoint and dismiss staff members.

5. To draft annual work plans, reports, and budgets and final accounts.

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

7. Other duties to be executed.

Article 21
If the standing supervisor is unable to perform duties, one supervisor shall be designated to act on their behalf. If no designation is made or cannot be made, one supervisor shall be elected by mutual agreement to act.

If the position of standing supervisor becomes vacant, a by-election shall be held within one month.

Article 22
The duties of the Board of Supervisors are as follows:

1. To supervise the execution of the work of the Board of Directors.

2. To review the annual final accounts.

3. To elect and dismiss the standing supervisor.

4. To resolve the resignation of supervisors and the standing supervisor.

5. Other supervisory duties.

Article 23
Directors and supervisors shall serve without remuneration and may be re-elected. The Chairperson may only be re-elected once.
The term of office for directors and supervisors shall commence from the date of the first Board meeting of the current term.

Article 24
Directors and supervisors shall be dismissed immediately under any of the following circumstances:

1. Loss of membership (or representative) qualification.

2. Resignation approved by the Board of Directors or Board of Supervisors.

3. Removal or dismissal.

4. Suspension exceeding one-half of the term of office.

Article 25
The Association shall have one Secretary-General, who shall handle the affairs of the Association under the direction of the Chairperson, and several staff members, who shall be appointed or dismissed upon approval by the Board of Directors.

The staff members mentioned above shall not concurrently serve as directors or supervisors.

The responsibilities and hierarchical duties of staff members shall be determined separately by the Board of Directors.

Article 26
The Association may establish various committees, groups, or other internal operational units. Their organizational rules shall be implemented after approval by the Board of Directors, and the same shall apply to any amendments.

Article 27
The Association may appoint one Honorary Chairperson, as well as several honorary directors and advisors, by resolution of the Board of Directors.
Their term shall be the same as that of the directors and supervisors.

 

Chapter 4 Meetings

Article 28
The General Assembly (or Member Representatives Assembly) shall consist of regular meetings and extraordinary meetings, both convened by the Chairperson.
Except for extraordinary meetings due to emergency situations, notice shall be given to all attendees at least 15 days in advance.

Regular meetings shall be held once a year. Extraordinary meetings shall be convened when deemed necessary by the Board of Directors, or upon request by more than one-fifth of the members (or member representatives), or upon written request by the Board of Supervisors.

After the Association completes legal registration, extraordinary meetings may be convened upon request by more than one-tenth of the members (or member representatives).

The General Assembly may be conducted via video conference or other methods announced by the central competent authority. Attendance and voting methods shall be conducted in accordance with electronic system functions. However, matters involving elections, by-elections, and recalls shall be conducted in physical meetings.

Article 29
If a member (or member representative) is unable to attend the General Assembly in person, they may appoint another member (or representative) as proxy in writing.
Each member (or representative) may represent only one other member.

Article 30
Resolutions of the General Assembly shall be passed with the attendance of more than half of the members (or representatives), and with the approval of more than half of those present or a majority vote.
However, the following matters shall require the approval of more than two-thirds of those present:

1. Establishment and amendment of the Articles of Association.

2. Expulsion of members (or representatives).

3. Dismissal of directors and supervisors.

4. Disposal of property.

5. Dissolution of the Association.

6. Other major matters relating to members’ rights and obligations.

After the Association completes legal registration, amendments to the Articles of Association shall require approval by more than three-fourths of those present or written consent from more than two-thirds of all members.
The dissolution of the Association may be resolved at any time by approval of more than two-thirds of all members.

Article 31
The Board of Directors shall convene at least once every six months, and the Board of Supervisors shall also convene at least once every six months. Joint meetings or extraordinary meetings may be held when necessary.

Except for extraordinary meetings, notice shall be given to all attendees at least 7 days in advance.
Resolutions shall be passed with the attendance of more than half of the directors or supervisors and with the approval of a majority of those present.

Article 32
Directors shall attend meetings of the Board of Directors, and supervisors shall attend meetings of the Board of Supervisors. Attendance by proxy shall not be permitted.

Meetings of the Board of Directors, Board of Supervisors, and joint meetings may be conducted via video conference or other methods announced by the central competent authority.
Participation in such meetings shall be deemed as attendance in person, and attendance and voting shall follow electronic system procedures.
However, matters involving elections, by-elections, and recalls shall be conducted in physical meetings.Directors or supervisors who are absent without reason for two consecutive meetings shall be deemed to have resigned.

 

Chapter 5 Finance and Accounting

Article 33
The sources of funding of the Association are as follows:

1. Admission fees.

2. Annual membership fees.

3. Business income.

4. Donations from members.

5. Commissioned income.

6. Funds and their interest.

7. Other income.

Article 34
The fiscal year of the Association shall be based on the calendar year, from January 1 to December 31 each year.

Before the beginning of each fiscal year, the Board of Directors shall prepare the annual work plan and budget. Within three months after the end of each fiscal year, the Board of Directors shall prepare the work report and financial report of the previous year, submit them to the Board of Supervisors for review, and obtain a review opinion, which shall then be returned to the Board of Directors.
Together with the work plan and budget for the current year, these shall be submitted to the General Assembly (or Member Representatives Assembly) for approval and then reported to the competent authority for record.

If the General Assembly cannot be convened as scheduled, the documents may first be approved by the Board of Directors and Board of Supervisors or a joint meeting of both, and then submitted to the General Assembly for ratification afterward before being reported to the competent authority for record.

Article 35
Upon dissolution of the Association, the remaining property shall belong to the local government at the place of registration or to an organization designated by the competent authority.

The appointment of liquidators and the liquidation procedures shall, if the Association has completed legal registration, be handled in accordance with the Civil Code unless otherwise provided by law.
If the Association has not completed legal registration, it shall be handled in accordance with the resolution of the General Assembly (or Member Representatives Assembly). If no resolution can be made, the Chairperson shall serve as the liquidator, and the provisions of the Civil Code regarding liquidation shall apply mutatis mutandis.

Chapter 6 Supplementary Provisions

Article 36
Matters not stipulated in these Articles shall be handled in accordance with relevant laws and regulations and the guidance of the competent authority.

Article 37
These Articles shall be implemented after approval by the General Assembly (or Member Representatives Assembly) and reported to the competent authority for record. The same shall apply to any amendments.

Article 38
These Articles were approved at the First General Assembly of the First Term on February 1, Year 115 of the Republic of China.