Article 1. Name The incorporated organization shall be known as THE AMERICAN CHAMBER OF COMMERCE IN KOREA (the “Chamber”)
Article 2. Purpose The purposes of the Chamber are:
Article 3. Location of Office The principal office of the Chamber shall be located in Seoul, Korea.
Article 4. BUSINESS The Chamber shall engage in the following business activities to achieve the business objectives set forth in Article 2:
Article 5. Membership
Article 6. Classification, Number and Term of OfficersThe Chamber shall have a Board of Directors (“Officers”), who shall be the registered directors of the non-profit association known as the Chamber and the Board of Directors, shall be composed of the following:
Article 7. Board of GovernorsThe Chamber shall have a Board of Governors (or “Governors”), composed of at least ten (10) and not more than thirty (30) who shall be elected by the General Membership, each serving no more than 2 consecutive terms of 3 years. The Board of Governors shall be nominated by the Nominating Committee and elected by the General Membership.
Article 8. Election and Duties of Officers
Article 9. Installation, Replacement and Removal of Officers
Article 10. Functions of the Board of DirectorsThe Chamber’s Board of Directors shall have responsibility for the following matters:
Article 11. Meetings of the Board of DirectorsThe Board of Directors shall convene on a regularly scheduled basis to conduct Chamber business, no less than quarterly. The Board may also be convened at will when requested by the Chairman or CEO when the need for a meeting is recognized, or when an Officer or the Chief Compliance Officer requests a meeting.
The following guidelines shall be followed for each meeting:
Article 12. Establishment and Composition of General MeetingsThe Chamber shall hold an annual general membership meeting as its highest decision-making body, consisting of all voting members of the Chamber.
Article 13. Types and Convocation of General Meetings
Article 14. Exceptions to Convocation of General Meetings
Article 15. Agenda Items for General MeetingsSubsequent to the approval of the Board of Directors, the following matters shall be resolved through a general meeting of voting members:
Article 16. Quorum
Article 17. Reasons for Limits on Resolution A voting member who falls under any of the following is not entitled to participate in the resolution:
Article 18. Classification of Assets
Article 19. Management of AssetsWhen the Chamber intends to sell, donate, exchange, lease, or change the use of basic assets, provide basic assets as securities, assume any obligations for basic assets or waive its rights to basic assets, such matter shall be resolved at the meeting of the Board of Directors and the General Membership Meeting.
Article 20. Non-Profit Financial SourcesThe financial sources of non-profit revenues required for the maintenance and operation of the Chamber are as follows:
Article 21. Fiscal YearFiscal year of the Chamber shall be from January 1 to December 31 of each year.
Article 22. Budgeting and Settlement
Article 23. Budget SupplusesThe Chamber’s surplus in budget for each fiscal year shall be included in basic assets or be used for its target businesses or operating activities through a resolution of the Board of Directors, except for those funds used for repayment of borrowings or carried over to the next fiscal year.
Article 24. 6656Officers In principal, no Directors shall be entitled to any remuneration other than the CEO, unless specifically established by resolution of the Board of Directors and ratified by the voting members.
Article 25. FOR-Profit BusinessChamber income from the collection of dues and donations from its members is insufficient to fund the operational needs of the Chamber, thereby requiring the Chamber to supplement its income with certain For-Profit business activities.
Article 26. Management of For-Profit Business FundsNet profits from the Chamber’s For-Profit business activities, after payment of costs of goods sold, shall be applied first towards the deficit in the Chamber’s Not-for-Profit business activities. Any net surplus at the end of the fiscal year shall be appropriated towards retained earnings or earmarked for a particular business activity upon resolution of the Board of Directors. For-Profit net proceeds may not be used for any other purposes unless approved by a resolution of the Board of Directors.
Article 27. Amendment to Articles of Incorporation These Articles of Incorporation, upon approval of the Board of Directors and General Membership, shall replace and pre-empt all preceding versions of the Chamber’s Constitution. In the event that the Chamber intends to amend these Articles of Incorporation, the Chamber shall obtain approval on such amendment through a resolution by the Board of Directors and an affirmative vote of two-thirds or more of the current voting members present at a general membership meeting and then obtain final authorization from the competent government authority.
Article 28. Dissolution
Article 29. Report The business plan and budgets for the next fiscal year as well as business performance report and balance settlement for the relevant year shall be reported to the competent government authority within two (2) months after closing of the fiscal year. In this case, the list of assets, current status of business and report on audit results shall be also submitted.
Article 30. Establishment of Rules Any matters necessary for the operation of the Chamber other than those set forth herein shall be governed by the Chamber’s Articles of Governance as approved by resolution of the Board of Directors and ratification of the voting members.
Article 31. Applicable Provisions Provisions on incorporated foundations in the Korean Civil Code, the Non-Contentious Case Procedure Act and the Rules on the Establishment and Supervision of the Non-Profit Organization under the Jurisdiction of the Ministry of Trade, Industry, and Energy shall apply to matters not determined in these Articles of Incorporation.
Article 1. Effective DateThese Articles of Incorporation shall become effective upon authorization from the competent government authority.
Article 2. Interim Measure Any acts carried out by promoters, etc. for the establishment of the Chamber at the time of implementation of these Articles of Incorporation shall be considered to be carried out in accordance with these Articles of Incorporation.
Article 3. Term of Office of Initial OfficersNotwithstanding the provisions on the appointment and terms of office of officers set forth herein, the list of initial officers elected at the general meeting of promoters and their terms of office are as described in Attachment 2.