▌Article 1
This Foundation is established in accordance with the Civil Code and the Ministry of Education’s Guideline for Approving the Establishment and Supervision of Educational Organizations. The name of the Foundation is Kao Family Education Foundation (hereinafter the “Foundation”).
▌Article 2
With the aim of improving education standards, promoting social welfare activities, enhancing civic morality and personal support, the Foundation will undertake the following activities in accordance with relevant laws and regulations:
1. To establish and contribute to educational scholarships, to encourage good conduct and education
2. To contribute to, or operate, libraries, and to promote cultural education.
3. To provide teaching resources or educational services, and to assist and improve the educational environment and quality of all ethnic groups.
4. To contribute to various educational activities held by schools, including literature, art, music, sports, and to enhance attainment in self-cultivation and humanistic literacy.
5. To conduct or contribute to academic research programs, special lectures, workshops, forums and other academic or educational activities.
6. To sponsor, develop research, publish and distribute learning, educational books and periodicals, and multi-media (including hardware media and virtual software or systems).
7. To develop and promote community educational resources.
8. To accept matters entrusted by the government or other educational institutions.
9. Other educational matters of public welfare which are in line with the objectives of the Foundation.
▌Article 3
The Foundation shall be established with a fund of NTD 30,000,000 donated by Min-Hwan Kao (高民環). The Foundation shall continue to accept donations after its registration as a legal entity.
▌Article 4
The address of the Foundation is 6F No.66, Zhangshu 2nd Rd., Xizhi Dist., New Taipei City 22159, Taiwan (R.O.C.) and the Foundation may set up branch offices domestically or overseas depending on its business needs and upon approval of the Ministry of Education.
▌Article 5
The Foundation is managed by its Board of Directors and their duties include the following:
1. Raise, manage and apply funds.
2. Manage, create encumbrances on, acquire or leasing of real properties.
3. Review and implement business plans.
4. Set up and manage internal organization.
5. Make decisions on award/subsidy schemes and draw up related rules.
6. Review annual budget and final account.
7. Selection (or appointment) and removal of Directors.
8. Propose or resolve other important matters.
▌Article 6
The Board of Directors of the Foundation consist of seven (7) to fifteen (15) Directors and shall be an odd number.
Members of the first term of the Board of Directors shall be appointed by the original Donor, and the subsequent terms shall be appointed by the preceding Board of Directors. All Directors are non-paid, but may claim attendance fees and travel expenses.
▌Article 7
The term of each Director is four (3) years, and each is eligible for re-election. In the event where a Director is unable to carry out his/her duties during his/her tenure, the Board shall appoint an appropriate person to fill in the rest of the term. A Board meeting shall be convened two (2) months before the end of each term for the appointment a new Board. The incoming and outgoing Directors shall timely settle their hand-over matters.
▌Article 8
Directors shall elect among themselves one person as the Chairman who shall preside over matters of the Foundation and represent the Foundation.
▌Article 9
The Chairman shall convene a Board meeting at least two times a year and an emergency meeting may be called for when necessary. In the event where the Chairman has not convened a meeting subject to this provision, if more than 1/3 of the current Directors request a Board meeting to be convened in writing with the purpose of and the reasons of such meeting, the Chairman shall convene a meeting within ten days after such request is made.
The meeting shall be convened and chaired by the Chairman. More than half of the Board must be present to commence a meeting. Resolutions shall be made by a majority vote of the Directors in attendance. However, resolutions concerning the following matters shall require the consent of 2/3 of the total number of Directors and subject to approval by the Ministry of Education:
1. Proposal to amend the Charter. If any situation as stipulated in Article 62 or 63 of the Civil Code arises a court disposition shall also be obtained.
2. Proposal concerning the disposition of or the creation of encumbrances on real properties.
3. Appointment and removal of Chairman and Directors.
4. Dissolution of the legal entity.
If the above important matters are concerned, the notice of meeting and the agenda of the meeting must be delivered to all Directors ten (10) days before the meeting. The Ministry of Education shall also be informed subject to relevant rules and the Ministry may send representatives to attend the meeting. Minutes of the meeting shall be submitted to the Ministry of Education after the meeting.
The Chairman shall attend the Board meeting in person. In the event where he/she is unable to attend, he/she may be represented by proxy in writing. Each attending Director may accept no more than one proxy and the number of proxies shall not exceed 1/2 of the total number of the Directors in attendance. If the meeting concerns the important matters aforementioned, no proxy shall be allowed.
▌Article 10
The business and accounting year of the Foundation commences on January 1 and ends on December 31. The Foundation shall undertake the following matters pursuant to the regulations and dates laid down by the Ministry of Education:
1. Drafting of annual business plan and budget within the first month of the year.
2. Drafting of the annual report, asset checklist and other financial statements relating to the final account, within five months after the end of the last year.
The Foundation shall review the above records and upload them to the Foundation’s website before the end of June each year for future reference.
▌Article 11
The Foundation may undertake matters outside of its annual business plan subject to the provisions under Article 2 of the Charter.
▌Article 12
As a principle, the expenses of the Foundation shall be paid out of the profits of the funds and the donations obtained upon the Foundation’s registration as a legal entity. After court registration, the total asset shall be managed and used subject to the supervision of the Ministry of Education under Article 32 of the Civil Code, and may be used and managed in the following ways:
1. For deposit at financial institution.
2. For the purchase of bonds and short-term notes.
3. For the purchase of real properties for self-use.
4. For investment with an aim to increase capital gains under the principle of security and reliability, but no more than half of the total asset shall be used and is subject to approval from the Board of Directors.
The above item 3 and 4 shall not be proceeded if the total cash reserve is lower than the minimum establishing fund requirement imposed by the Ministry of Education.
Assets of the Foundation shall not be deposited in or lend to any Directors, other individuals or non-financial institutions.
▌Article 13
Proposals for the change of Director, assets and other important matters due to business needs or other reasons must be approved by the Board of Directors. The Ministry of Education shall be notified of such changes in writing and a change in registration shall be made at court within thirty (30) days after such change has taken place.
▌Article 14
In the event where the Foundation enters into dissolution or has its legal status revoked, the residual properties liquidated at law shall be distributed to the Futianwenjiao Foundation, a Taiwanese culture and educational organization. In the event Futianwenjiao is no longer in existence or no longer qualifies as a culture and educational organization, the residual properties of the Foundation shall distribute to a charitable or educational non-profit organization, not belonging to any individual or profit-seeking organization.
▌Article 15
In addition to the contribution from Taiwan, the Foundation could also accept the contribution from US charitable organizations at all times in compliance with the requirements described in Section 501(c)(3) of the US Internal Revenue Code.
▌Article 16
This Charter is finalized on November 3rd, 2018. Any matters not provided in this Charter shall be proceeded subject to relevant laws and regulations.
▌Article 17
This Charter shall be in force upon the Foundation’s registration as a legal entity.