| Article 1 |
This foundation was established pursuant to the Civil Code of the Republic of China and the “Regulations on the Establishment Permission and Supervision of Incorporated Foundations of Culture and Arts Governed by the Council of Cultural Affairs, Executive Yuan”. The name of the Foundation is the “Carrefour Cultural and Educational Foundation” (hereinafter referred to as “the Foundation”.) |
| Article 2 |
The objectives of the Foundation are to promote good cultural and educational activities, assist with cultural education related tasks; facilitate the development of cultural education; develop culture and the arts; improve the quality of culture and create a harmonious environment for society. The Foundation shall undertake the following tasks in accordance with the relevant regulations:
(1) Organize various cultural and art exhibitions, lectures, promotional activities, forums and seminars.
(2) Organize and sponsor various cultural and educational competitions, promotional activities and events.
(3) Sponsor and encourage outstanding artistic and cultural enterprises and workers.
(4) Engage in other cultural and artistic activities for the benefit of public welfare, which are in conformity with the objectives of the Foundation. |
| Article 3 |
The total fund for establishing the Foundation is Ten Million New Taiwan Dollars (NTD10,000,000), which is donated by PresiCarre Corp. (Carrefour Taiwan). The Foundation shall continue to receive donations when it has completed the legal procedures for registration as an incorporated foundation. |
| Article 4 |
The Foundation shall be located at B1-1, No. 5, Lane 20, Section 2, Nangang Road, Nangang District, Taipei City. Subject to approval by the Council of Cultural Affairs, the Foundation may establish domestic or overseas branches to meet its business requirements. |
| Article 5 |
The Foundation shall organize board to manage its business. The responsibilities and authority of the board members are as follows:-
(1) Fund raising, management and utilization
(2) Development and implementation of business plans.
(3) Establishment and management of internal organizations.
(4) Approving and managing sponsored projects; establishment of relevant guidelines
(5) Review and approval of annual budget and final accounting statements.
(6) Recruitment and dismissal of board members.
(7) Proposal and decision-making on other important matters. |
| Article 6 |
The Board of the Foundation shall include seven to twenty-one members. Members for the first board shall be recruited by the original donor of the Foundation. For subsequent board members, the members shall be recruited by the preceding board. All board members shall serve without monetary compensation. |
| Article 7 |
The board members of the Foundation shall serve a term of three years and shall be eligible for reelection. In case there is any vacant seat of a board member in the interim, the board shall select a suitable person to fill up the vacancy for the residual term of office. Two months prior to the expiration of each term of office, the board should convene a meeting for the recruitment of board members for next term. The outgoing and incoming board members should complete take-over procedures as scheduled. |
| Article 8 |
The board members shall elect among themselves a Chairman who shall be responsible for the overall management of the Foundation’s operations and represent the Foundation externally. |
| Article 9 |
The board members shall hold board meetings for at least twice a year, and may arrange special meetings when it is necessary. The Chairman shall convene and preside over the board meetings. A board meeting shall only be conducted when more than half of the board members have attended the meeting. Resolutions of the board meeting should be adopted by a majority vote of the members at a board meeting attended by at least a half of the members, subject to approval by the competent authority. Resolutions on following important matters, however, should be adopted by a majority vote of the members at a board meeting attended by at least two thirds of the members, subject to approval by the competent authority.
(1) Amendments of the Endowment Act. If the amendment involves any matter stipulated in Article 62 and 63 of the Civil Code, an application
should be filed to the court for necessary disposition.
(2) Disposal of real estates.
(3) Recruitment or dismissal of the Chairman or the board members.
(4) Dismissal of the Foundation
For discussions relating to above important matters, the board should distribute the meeting notice and agenda to all board members ten days prior to the meeting, and report to the competent authority as required. The competent authority shall appoint an employee to attend the meeting. Minutes of the board meetings should be submitted to the competent authority for record after the meeting.
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| Article 10 |
The fiscal year of the Foundation shall be from 1 January to 31 December of each year. Before end of February each year, the board meeting should finalize the following documents and submit to the competent authority for approval:
(1) Business report and final income/expense reports for the previous year.
(2) Business plan and income/expense budget for the year.
(3) List of assets (including name list of donors for the year and copies of relevant supporting documents.) |
| Article 11 |
In the event that the Foundation is engaged in business items not stipulated in the business plan, the business items should meet the requirements prescribed in Article 2 of the Endowment Act. Approval from the competent authority should be obtained in advance. |
| Article 12 |
Costs for operating the Foundation should in principle be financed by the interest income of the funds, as well as donations received after completing the registration for an incorporated foundation. The original funds, real estates, and other donations included as funds of the Foundation after completion of the registration shall not be disposed unless properly resolved in the board meeting and approved by the competent authority. |
| Article 13 |
If there is any change to the approved items regarding the establishment of the Foundation after its registration, the Foundation shall, within thirty days after occurrence of the change, report to the competent authority for approval of the change. The Foundation shall also apply to the court of jurisdiction for change registration within thirty days after receiving the approval. |
| Article 14 |
Upon disincorporation of the Foundation, the residual assets shall be vested in the local government or local autonomous associations at the place where the Foundation is located. The residual assets of the Foundation shall not be vested to any individuals or private entities. |
| Article 15 |
The Endowment Act was established and promulgated on 15 November, 1995 and amended on 28 October, 2008. Any issues not covered in the Endowment Act shall be governed by relevant regulations. |
| Article 16 |
The Endowment Act shall be implemented when the Foundation has completed relevant registration procedures for an incorporated foundation. |
