Charter of Donation of the Taiwan Network Information Center

  • Accepted by the Board of Directors, August 13, 2002.
  • Approved by the Ministry of Transportation and Communications, August 21, 2002.
  • Amended by the Board of Director, October 5, 2007.
  • Amendments approved by the Ministry of Transportation and Communications, December 3, 2007.
  • Amended by the Board of Director, July 1, 2010.
  • Amendments approved by the Ministry of Transportation and Communications, August 6, 2010.
  • Amended by the Board of Director, March 27, 2015.
  • Amendments approved by the Ministry of Transportation and Communications, April 28, 2015.
Chapter 1 General

Article 1: The Taiwan Network Information Center (hereinafter, this “Center”) is organized in accordance with the Civil Code of the Republic of China and The Guidelines for Approval and Supervision of Transportation and Communications Related, Non-Profit Organizations, as enacted by the Ministry of Transportation and Communications.

Article 2: This Center is top level domain network information center of Taiwan. Missions of this Center are as follows:
1. To provide to the public access of registration information, registration directory and registration database, and to promote utilization of same, both at non-profit bases and in the spirits of unbiased neutralism, cooperation and sharing of network resources.
2. To encourage and to coordinate domestic and international Internet related organizations in inter-organizational communication and cooperation and to exploit international network resources and international cooperation opportunities.
3. To contribute in increasing the population of Internet users in all communities of Taiwan and to coordinate integration and exchange of information services.
4. To assist or support the Government in the execution of matters assigned and to promote public welfares relating to communication networking and information.

Article 3: Services provided by this Center shall include:
1. Registration and allocation of IP Addresses and AS Numbers and operations of the Domain Name Registration System.
2. Provision to the industry, the government, the educational institutes and the research institutes with all services in coordination and integration of Internet networks, including establishment of network technology standards, registration services, information provision services, directory provision services, promotion, publication and network-related statistics.
3. Coordination and participation in international Internet related activities and projects.
4. Research and development in Internet related technologies, protocols and regulations.
5. Other tasks assigned to this Center by a competent government institute.

Article 4: This Center shall have its main business office at Taipei City. If necessary, branches may be established at proper locations within the Territory of Taiwan.

Chapter 2 Organization and Management

Article 5: This Center shall organize a Board of Directors, consisted of directors in an odd number between 11 to 23. A nomination committee shall be organized by this Center to generate a candidate list and the list shall be provided to the Ministry of Transportation and Communications for the latter’s selection from the list. Candidates of directors shall be nominated from the following categories:

  • 1. Representatives of related governmental institutes.
  • 2. Domestic and foreign experts and scholars in related fields of study.
  • 3. Representatives from related non-profit organizations.
  • 4. Representatives from related private and government-owned enterprises.
At least one third of the directors shall have working experience in network communications business, with certificates to support such fact.
At least half of the directors shall be representatives assigned by governmental institutes.
Reassignment or placement of directors shall comply with Article 15 of this Charter.

Article 6: The Board of Directors shall have a Chairman elected by and among the directors. The Chairman shall be the representative personal and the responsible person for all matters of the TWNIC and is eligible for one re-election, only.
The Chairman shall not be older than 62 years of age when his/her term commences and shall be replaced by another within 3 months after his/her age becomes 65, even if his/her term is not matured.

Article 7: Duties of the Board of Directors are as follows:

  • 1. Fundraising, management and utilization of assets.
  • 2. Nomination, assignment and discharge of directors.
  • 3. Appointment and discharge of the Chairman.
  • 4. Design and management of internal organizations.
  • 5. Appointment of leading member of each committee.
  • 6. Approval and implementation of business plans.
  • 7. Approval of annual budget and final statements of accounts.
  • 8. Establishment of Domain Name and IP Address management mechanisms.
  • 9. Coordination in standards of network related technologies and integration of network related services.
  • 10. Coordination and participation in international Internet related activities and projects.
  • 11. Research and development in Internet related technologies, protocols and regulations.
  • 12.Revisions to this Charter.
  • 13. Disposal or encumbrance of real estate.
  • 14. Proposal of motions and formation of resolutions in material matters.
  • 15. Other matters specified in this Charter or assigned by a competent government institute.

Article 8: This Center shall appoint 1 to 5 supervisors. A nomination committee shall be organized by this Center to generate a candidate list and the list shall be provided to the Ministry of Transportation and Communications for the Ministry’s selection from the listed candidates. No supervisor shall also concurrently serve as director, commissioner of a committee, the Chief Executive Officer or any professional staff of this Center. Duties of the supervisors are as follows:

  • 1. To supervise the internal affairs and the operations of this Center.
  • 2. To audit financial books and documents of this Center.
  • 3. To participate in the Board of Directors meetings.
At least over half of the supervisors shall be a person assigned by the governmental institute.

Article 9: Board of Directors meetings shall be held at least once every 6 months and may be held at any time when necessary. In case a written request for a Board of Directors meeting by one third or more of the Directors then in office, explaining motions to be discussed and urgency of a meeting, is served to the Chairman of the Board, the Chairman shall convene a Board of Directors meeting within 10 days from service of the written request; otherwise, the requesting Directors may convene the Board of Directors meeting upon the approval of the Ministry of Transportation and Communications.
In case of an emergency, however, the requesting Directors of the preceding Section 1 may convene the Board of Directors meeting upon the Ministry of Transportation and Communications’ approval, without the need of the 10-day prior notice.

Article 10: Board Meetings shall be convened and presided over by the Chairman of the Board. However, in case the Chairman of the Board is not able to exercise his/her powers for any cause, the Directors present at the meeting shall elect from amongst themselves one person as chairman of the meeting.

Article 11: Unless otherwise specified in applicable laws and regulations or in this Charter, a resolution shall be adopted by a majority of those Directors present at a meeting attended by a majority of all Directors. Meeting minutes shall be provided to the Ministry of Transportation and Communications for record within 1 month from the meeting. The Directors and the Supervisors shall attend the Board of Directors meetings specified in the Preceding Sec. 1 in person. If unable to attend, a Director or a Supervisor may appoint another Director or Supervisor to attend on his/her behalf by a written proxy. These requirements, however, do not apply to Directors assigned pursuant to Art. 5, Sec. 1, Item 1 of this Charter, who are free to be represented by a proxy. Any appointee shall not act as proxy for more than one Director or one Supervisor. Number of the proxy shall not exceed one third of the Directors and the Supervisors, respectively.

Article 12: The following matters shall require the consent of the majority of the directors in attendance at a meeting attended by two-thirds or more of the entire board, as well as the approval of the Ministry of Transportation and Communications:

  • 1. An amendment to this Charter.
  • 2. A loan application.
  • 3. Purchase, disposal or encumbrance of real estate.
  • 4. Dissolution of this Center or alternation in nature of this Center.
  • 5. Appointment and dismissal of Chairman of the Board or a Director.
  • 6. Disposal or consumption of the funds of this Center.
  • 7. Investments.
After a resolution specified in the preceding Sec. 1 has been approved by the Ministry of Transportation and Communications, the corresponding results shall be registered with the court in accordance with the Civil Code or other competent laws and regulations.
If an amendment to this Charter constitutes a case specified in Art. 62 and 63 of the Civil Code, the Ministry of Transportation and Communications may petition a competent court to take necessary actions.
Any motion related to a matter specified in the Preceding Sec. 1 shall be provided to all Directors and the Ministry of Transportation and Communications at least 10 days prior to the date of the meeting and shall not be presented as a special motion. In such a case the Ministry of Transportation and Communications may dispatch a representative to attend the meeting.

Article 13: In case a serious dispute takes place among members of the Board of Directors, or the Board of Directors is not able to convene any meeting, the Ministry of Transportation and Communications shall specify a deadline for this Center to correct. If no attempts of correction are viable before such deadline or attempts of correction fail, the Ministry of Transportation and Communications may appoint new Directors to replace members of the Board of Directors for the remaining of their term in accordance with Art. 5 of this Charter, so that the situation may be correct; The Ministry of Transportation and Communications may also petition a competent court to change the organization of this Center or to take any necessary action. This Art. 13 applies to the case when Directors or Supervisors are dismissed of their positions by a competent court, based on the petition of the Ministry of Transportation and Communications pursuant to Art. 33, Sec. 2 of the Civil Code.

Article 14: When necessary and upon the Board of Directors’ approval, this Center may organize several committees, which are responsible for assisting the Center in stipulating policies and providing consultation and suggestion. Commissioners of the committees shall be a Director and appointed by the Board of Directors. All commissioners shall serve on a non-salaried basis.
Guidelines for appointment of committee members and their operations shall be stipulated by the Board of Directors and approved by the Ministry of Transportation and Communications. Amendments thereof shall follow the same process.

Article 15: All Directors shall serve on a non-salaried basis. A Director has a three year tenure of office and is eligible for re-election. The tenure of office of Directors assigned in accordance with Art. 5, Sec. 1, Item 1 of this Charter shall terminate, if his/her position in the corresponding government institute terminates. If tenure of office of a Director expires or terminates for any reason, the Ministry of Transportation and Communications shall reassign or replace pursuant to Art. 5 of this Charter. A Director in replacement shall serve the remains of the tenure of office that he/she succeeds.
All supervisors shall serve on a non-salaried basis. The tenure of office of supervisors shall be the same as that of the Directors and is illegible for re-election. If tenure of office of a Supervisor expires or terminates for any reason, the Ministry of Transportation and Communications shall reassign or replace pursuant to Art. 8 of this Charter. A Supervisor in replacement shall serve the remains of the tenure of office that he/she succeeds.

Article 16: When a Director or Supervisor is assigned before maturity of a term he/she succeeds or is appointed after expiration of a term he/she succeeds, this Center shall provide the Director or Supervisor’s written consent and personal identification documents to the Ministry of Transportation and Communications for the latter’s approval, within 30 days from such assignment or appointment. This Center shall further apply for change of registration information with the competent court after such approval.

Article 17: This Center shall have one Chief Executive Officer and, if necessary, one Deputy Executive Officer. Appointment and dismissal thereof shall be proposed by Chairman and approved by the Board of Directors. The Chief Executive Officer shall not be older than 62 years of age when his/her term commences and shall be replaced by another within 3 months after his/her age becomes 65, even if his/her term is not matured.
The Chief Executive Officer shall carry out duties under the resolutions adopted by the Board of Directors. The Deputy Executive Officer shall assist the Chief Executive Officer and make decisions on behalf of the Chief Executive Officer. Several departments shall be established and shall report to the Chief Executive Officer and the Deputy Executive Officer. Each department shall have several professional staff, with one of them being chief in charge of related operations.
The Chief Executive Officer, the Deputy Executive Officer and the department staff shall serve on a salaried basis.
The related organizational rules, operational rules and personnel regulations of this Center shall be stipulated by the Board of Directors and approved by the Ministry of Transportation and Communications, before their enforcements. Amendments thereof shall follow the same process.

Chapter 3 Assets and Accounting

Article 18: The fund of establishment of this Center is NTD 19 million in total and is donated by the Ministry of Transportation and Communications in the amount of NTD 10 million and by the Computer Society of the Republic of China in the amount of NTD 9 million. The original fund of establishment and the real estate of this Center shall not be disposed of, without the approval of the Board of Directors and the Ministry of Transportation and Communications.
Any and all payments received or income obtained from the disposal of a donated asset shall be transformed into donated assets within 1 year and such transformation shall be registered within 30 days from the date of transformation.

Article 19: The Ministry of Transportation and Communications shall transfer all its donations to the fund of establishment of this Center, within 90 days from the date of registration of this Center, after the establishment of this Center is approved. The donated assets shall be saved in a financial institute in an account opened by this Center as a non-profit foundation or in a trust account. The transfer of the donated assets shall be notified with the Ministry of Transportation and Communications for record.

Article 20: Any fund, if registered, shall not be consumed or depreciated during the operation of this Center. If an asset is subject to depreciation, depreciation reserves thereof shall be provided annually. Surplus generated by appreciation of assets shall be deemed a part of the registered asset.

Article 21: Sources of operational expenses of this Center are:

  • 1. Income from interests accrued to the fund of establishment.
  • 2. Income from IP address registration services and Domain Name registration services.
  • 3. Donations by individuals, institutes or organizations.
  • 4. Income from services incompliance with the missions of this Center.

Article 22: This Center shall establish internal control and auditing systems for its accounting system and shall provide description of such systems to the Ministry of Transportation and Communications for record. In addition, financial books shall be provided, with every income and payment in operation being supported by legal documents, preserved for verifications. The accounting system shall adopt the accrual basis of accounting and shall comply with the Generally Accepted Accounting Principles. The fiscal year of this Center shall start on January 1 and end on December 31 of the year.

Article 23: This Center shall prepare and provide its operational report and statements of final accounts of the previous fiscal year to the Board of Directors for approval, within 3 months from end of every fiscal year. The statements of final accounts shall include independent auditor’s report, after the accounts have been audited and certified by a public accountant, and provided to the Ministry of Transportation and Communications for review.
This Center shall prepare and provide operational plans and budget statements for the following year and subject them to the Ministry of Transportation and Communications’ review, in compliance with the operational schedule of the Ministry of Transportation and Communications in reviewing budgets and the like, after they have been approved by Board of Directors.
The statement of final accounts and the budget statements referred to in the preceding Sections 1 and 2 shall include balance sheet, balance of payments surplus or deficit table, cash flow statement, statement of changes in net values, property inventory and necessary charts attached thereto.

Article 24: This Center may charge fees from its services provided to third parties. Fee schedules shall be designed on a breakeven standard, so that income from these fees is used in maintaining the operation of the center.
Directors, supervisors, commissioners of a committee and committee members may be paid attendance fees, transportation fees, examination fees and research fees and the like, according to regulations of this Center.
Fees specified in the preceding Sec. 2 and salaries and payments to other staff shall be approved by the Board of Director, as well as by the Ministry of Transportation and Communications. Changes thereto shall follow the same process.

Article 25: No funds of this Center shall be used in any guaranty. Neither shall the funds be loaned to another.

Chapter 4 Miscellaneous

Article 26: This Center shall subject operational plans and operational budgets of a year to the public access by March 31 of the year. Operational documents including the operations reports, the income and expenses, the property inventory and financial statements of a year shall be subject to public access by May 31 of the following year. All these documents shall be released after the approval of the Board of Directors, in the following matters, provided, however, that any matter relating to privacy of another or would interfere or substantially impact the operation of this Center shall not be released:

  • 1. Publication in newspaper or other publications.
  • 2. Public online access through network systems or other methods.
  • 3. Public access through reading, transcription, making photo copies, sound recording or video recording.

Article 27: When necessary in operation or for any other reason, change directors or alternation in assets or any other material matter shall be approved by the Board of Directors and then by the Ministry of Transportation and Communication. Such change or alternation shall then be registered with a competent court.

Article 28: This Center shall be eternal. If this Center is dissolute for any reason, remains of its assets after settlement pursuant to competent laws shall be transferred to the National Treasury via the Ministry of Transportation and Communications. No assets of this Center shall be transferred to an individual or a private organization.

Article 29: For anything not specified in this Charter, the Guidelines for Approval and Supervision of Transportation and Communications Related, Non-Profit Organizations, as enacted by the Ministry of Transportation and Communications, shall apply

Article 30: This Charter shall come into effect after the approval of the Ministry of Transportation and Communications, upon the registration of a competent court. Amendments to this Charter shall follow the regulations specified in Article 12 of this Charter.