Articles of Association of

Taiwan-Japan Rotary Good-Will Conference

Chapter 1 General

Article 1.   The name of the conference is the Taiwan-Japan Rotary Good-Will Conference                  (hereinafter the “Conference”). Article 2.   The Conference is a social organization established in accordance with law for                   non-profit purposes.                  The objectives of the Conference are as follows: Based on the objectives of the                   Rotary International, reinforce the goodwill and understanding between Taiwan                   and Japan and promote world peace. Article 3.   The organizational region of the Conference is based on the national                   administrative region. Article 4.   The Conference is located in the region where the competent authority is                   located.                   Branch organizations may be established following application with and                   approval from the competent authority.                  The by-laws of the branch organizations under the previous paragraph shall                   be established by the board of directors and implemented following application                   with and approval from the competent authority.                  The establishment and change of the address of the Conference and any branch                  organization shall be reported to the competent authority by letter. Article 5.   The Conference has the following missions:                      1. Through the monthly Rotary Newsletters by the two countries, provide                           both countries with Rotary information and news about various                           international exchange events. Provide assistance and participation to the                           exchange events by the other party.                      2. Nurture youth leaders in both countries and assist with youth exchange                           events.                      3. Provide assistance to exchange students and reinforce good will and                           cultural exchange between the two countries.                      4. Full assistance with the promotion of art and culture of both countries.                      5. Assist with the safety and planning of mutual travel by members of the                           two countries. Article 6.   The competent authority of the Conference is the Ministry of Interior.                  The specific business of the Conference shall be subject to the direction and                   supervision of the competent authority of each specific business.

Chapter 2 Members

Article 7.   The membership qualifications of the Conference are as follows:                  Any person who approves of the objectives of the Conference, who is 20 years                   or older, and who is a member of the Rotary may complete a membership                   application form for approval by the board of directors. The person shall become                   a member of the Conference after the membership fee is paid. Article 8.   Members (member representatives) shall enjoy voting rights, election rights,                   rights to be elected, and dismissal rights. Each member (member representative)                   enjoys one vote. Article 9.   Members have the obligation to comply with the articles of association and                    resolution of the Conference and the obligation to pay the membership fee. Article 10.  If any member (member representative) violates any law or articles of                    association or fails to comply with any members’ resolution, a warning or                    suspension of right may be imposed by resolution of the board of directors. In                    case of significant harm to the organization, the member may be expelled by a                    resolution of the members’                    (member representatives’) meeting. Article 11.  Any member who loses the member qualification or who is expelled by                    resolution of members’ meeting shall be expelled from the Conference. Article 12.  A member may provide written justification to the Conference to declare                    withdrawal from the Conference.

Chapter 3 Organization and Duty

Article 13.  The members’ meeting is the organ of the highest power of the Conference.                   When the number of members exceeds 300 persons, member representatives                    may be elected on a proportional basis based on region. Meetings of member                   representatives shall then be convened to exercise the duties of the members’                    meeting. Member representatives serve terms of two years. The regional                    division, number, and election rules shall be established by the board of                    directors and implemented after filing with and approval from the competent                    authority. Article 14.  The duties of the members’ meeting (member representatives’ meeting) are as                    follows:                       1. Establishment and change of articles of association.                       2. Election and dismissal of directors and supervisors.                       3. Determination of the amount and method of membership fee, annual fee                            and member donations.                       4. Determination of annual work plan, report, budget and closing.                       5. Determination of sanction to expel member (member representative).                       6. Determination of disposal of property.                       7. Determination of dissolution of the Conference.                       8. Determination of any other important matter related to members’ rights                            and obligations.                   The scope of important matters under section 8 of the previous paragraph shall                    be determined by the board of directors. Article 15.  The Conference has 27 directors and 7 supervisors, to be elected by members                   (member representatives), to form the board of directors and the board of                    supervisors.                   In electing the directors and supervisors under the previous paragraph, three                    alternate directors and one alternate supervisor may also be elected                    depending on the voting situation. In case of any vacancy of a director or                    supervisor, the alternate director or supervisor may fill the vacancy in their                    order. The current board of directors may propose the recommended list of                    directors and supervisors for the next term.                   Directors and supervisors may be elected by correspondence, but not on a                    consecutive basis. The rules for election by correspondence shall be approved                    by the board of directors and shall be implemented after filing with and                    approval by the competent authority. Article 16.  The duties of the board of directors are as follows:                       1. Review of qualifications of members (member representatives).                       2. Election and dismissal of managing directors and chairman.                       3. Resolution on resignation of directors, managing directors, and chairman.                       4. Hiring and dismissal of working staff.                       5. Establishment of annual work plan, report, budget, or closing.                       6. Other matters that should be performed. Article 17.  The board of directors shall have 9 managing directors, to be elected by the                    directors from among themselves. The directors shall elect one chairman                    from among the managing directors. The chairman shall direct the activities                    of the Conference internally and represent the Conference externally. The                    chairman shall also serve as the chairman of the meetings of members                    (member representatives) and board meetings. The board of directors may                    also have one vice chairman. The vice chairman shall be nominated by the                    chairman from among the managing directors and approved by the majority                    of all directors.                   If the chairman cannot exercise his/her duties, the duties shall be performed                    by the vice chairman. If the vice chairman cannot perform such duties, a                    managing director shall be assigned to perform such duties. If there is no                    assignment or if the assignment cannot be made, the managing directors shall                    elect one person from among themselves to perform such duties.                   Any vacancy of chairman or managing directors shall be filled within one                    month. Article 18.  The duties of the board of supervisors are as follows:                       1. Supervise the performance of tasks by the board of directors.                       2. Review and approval annual closing.                       3. Election and dismissal of chairman of board of supervisors.                       4. Determine resignation of supervisors and chairman of board of supervisors.                       5. Other matters to be supervised. Article 19.  The board of supervisors shall have one chairman, to be elected by the                    supervisors from among themselves, to be responsible for the supervision of                    daily activities and to serve as the chairman of supervisors’ meetings. If the                   chairman of the board of supervisors cannot perform his/her duties, one                    supervisor shall be assigned to perform such duties. If there is no assignment                    or if the assignment cannot be made, the supervisors shall elect one person                    from among themselves to perform such duties.                   Any vacancy of the chairman of board of supervisors shall be filled within one                    month. Article 20.  No remuneration shall be provided to directors or supervisors. Directors and                    supervisors shall serve terms of two years. The same person may be elected                    again upon expiry of the term. The current chairman may be reelected no more                    than once. Article 21.  Any director or supervisory with any of the following events shall be dismissed:                       1. Disqualification as a member.                       2. Resignation approved by resolution of board of directors or board of                            supervisors.                       3. Dismissal or withdrawal.                       4. Suspension of right for any period exceeding 1/2 of the term. Article 22.  The Conference shall have one secretary, who shall perform the activities of                   the Conference in accordance with the instructions of the chairman of the                    board of directors. The Conference shall also have one deputy secretary and                    one CFO, to be nominated by the chairman of the board of directors and hired                    following approval by the board of directors. These officers shall be reported to                    the competent authority for reference.                   The officers under the previous paragraph shall not be served by directors or                    supervisors.                   The allocation of duties and authorities of the officers shall be further                    determined by the board of directors. Article 23.  The Conference may have several committees, teams, or other internal                    organizations.                    The bylaws of such organizations shall be implemented after approval by                    the board                    of directors. The same shall be applicable in case of any amendment. Article 24.  One honorary chairman and several honorary managers and advisors of the                   Conference may be hired by the board of directors. The terms shall be the                    same as the terms of the directors and supervisors.

Chapter 4 Meetings

Article 25.  Meetings of members (member representatives) are divided into regular                    meetings and special meetings and shall be convened by the chairman of                    the board of directors. A 15-day prior written notice shall be given except in                    emergency special meetings. Regular meetings shall be held once every year.                    Special meetings shall be held by the board of directors as required, or as                    requested by 1/5 or more of the members (member representatives), or as                    requested by letter of the board of supervisors.                   After corporate registration is completed for the Conference, special meeting                    shall be convened pursuant to the request by 1/10 or more of the members                    (member representatives). Article 26.  Any member (member representative) who cannot attend a meeting of                    members (member representatives) in person may issue a written power of                    attorney for another member (member representative) to attend on his/her                    behalf. Each member (member representative) shall represent no more than                    one other person. Article 27.  Resolutions of meetings of members (member representatives) shall be                    approved by the majority of members (member representatives) attending the                    meeting that is attended by the majority of members (member representatives).                    However, the establishment and change of articles of association, removal of                    any member (member representative), dismissal of any director or supervisor,                    disposal of property, dissolution of the Conference and any other important                    matter related to the rights and obligations of other members shall be approved                    by 2/3 of the members (member representatives) attending the meeting.                   After corporate registration of the Conference, any change to the articles of                    association shall be approved by 3/4 of members attending a meeting or by all                    members in writing. The Conference may be dissolved at any time by resolution                    approved by 2/3 of all members. Article 28.  The board of directors and board of supervisors shall each convene one                    meeting every six months. As required, joint meetings or special meetings may                    be convened. Other than special meetings, a 7-day prior written notice shall be                    issued for each meeting. Resolutions of the meetings shall be approved by the                    majority of directors or supervisors attending a meeting that is attended by the                    majority of directors or supervisors. Article 29.  The directors shall attend directors’ meetings and the supervisors shall attend                    supervisors’ meetings. No representation is allowed. Any director or supervisor                    who fails to attend the directors’ meeting or supervisors’ meeting for two                    consecutive times without justification shall be deemed to have resigned.

Chapter 5 Funding and Accounting

Article 30.  The funding source of the Conference is as follows:                       1. Membership fee: NT$3,000, payable when a member takes membership.                       2. Annual fee: NT$1,000.                       3. Members’ donations.                       4. Entrusted interest.                       5. Funds and proceeds thereof.                       6. Other income. Article 31.  The accounting year is based on calendar year, from 1 January to 31 December                    of each year. Article 32.  An annual working plan, income and expense budget, and employee salary                    table for the Conference shall be prepared by the board of directors two months                    before the start of each accounting year and submitted to the meeting of the                    members (member representatives) for approval. If the meeting of the members                    (member representatives) cannot be convened in time due to any reason, the                    statements shall first be submitted to the joint directors’ and supervisors’                    meeting for approval and shall be filed with the competent authority for                    reference before the start of the accounting year. The board of directors shall                    prepare the annual work report, income and expense closing, cash statement,                    balance sheet, list of properties and fund income and expense table within two                    months from the end of the accounting year and submit them to the board of                    supervisors for approval. The board of supervisors shall prepare their audit                    opinion and send it back to the board of directors for submission to the meeting                    of member (member representatives) for approval. The statements shall be filed                    with the competent authority for reference before the end of March. If the                    meeting of the members (member representatives) cannot be convened in time                    due to any reason, the statements may first be filed with the competent                    authority. Article 33.  After dissolution of the Conference, the remaining property shall belong to the                    local self-governing organization where the property is located or the                    organization designated by the competent authority.

Chapter 6 Miscellaneous

Article 34.  Any matter that is not provided for hereunder shall be subject to the relevant                    legislations. Article 35.  These articles of association shall be implemented after approval by the                    meeting of the members (member representatives) and filing with the                    competent authority for reference. The same shall be applicable in case of                    any change. Article 36.  These articles of association are approve by the first members’ meeting of the                    first term on 25 November 2008 and filed for reference as confirmed by letter                    from the Ministry of Interior Tai-Nei-She-Zhi No. 0980051163 dated 19 March                    2009.                    The first members’ meeting of the second term of the Conference approved the                   amendment hereto on 6 June 2010 and such amendment was filed for reference                    as confirmed by letter from the Ministry of Interior Tai-Nei-She-Zhi                    No. 0990165132 dated 27 August 2010.