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:

• To promote the development of trade, investment and commerce between the United States of America (the “U.S.”) and the Republic of Korea (“Korea”) for the benefit of its members and the U.S. and Korea business community.
• To help Korean member companies expand and invest in the U.S
• To contribute to a mutually beneficial relationship amongst its members.
• To engage in activities beneficial to the advancement of its members’ interests, understanding of market access issues and opportunities for self-development.
• To protect and enhance the interest of members by engaging in supportive actions regarding investment, trade and commerce for the business community in the U.S. and Korea.

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:

• To represent and express the opinions of the member corporations, organizations, and the business community in Korea regarding doing business in Korea and related issues;
• To collect, evaluate and disseminate among its members, statistical and other information concerning commerce, regulatory issues or other undertakings of interest to them;
• To associate and cooperate with other groups, organizations, and governments sharing mutual interests;
• To conduct any and all activities required for the attainment of the objectives of the Chamber; and
• To engage in for-profit business activities that deliver value added services to the members in support of the target objectives set forth in Article 2 and Article 4.

Article 5. Membership

• Membership shall be open to all qualified corporations, organizations and individuals with interests that are aligned to the Chambers’ scope of purpose, defined in Article 2.
• Membership eligibility criteria, categories, application procedures, approval processes, voting rights, dues, methods of payments, and other administrative matters, shall be defined in the Articles of Governance of the Chamber.
• Members eligible for voting shall have the rights to attend the general meetings of the Chamber, present their opinions and cast a vote regarding the activities of the Chamber, including the election of Officers of the Board of Directors and Board of Governors, as defined in the Articles of Governance of the Chamber.
• Membership in good standing is contingent upon the Member’s obligations to comply with the Chamber’s Articles of Incorporation, Articles of Governance and any and all regulations, resolutions and policies of the Chamber. Failure to comply may subject the Member to involuntary expulsion in accordance with the Articles of Governance of the Chamber.
• Members shall be obligated to the timely payment of dues as set by the Chamber. Members may make voluntary contributions, which shall be separate from the membership dues, to the Chamber.

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:

• A non-standing Chairman of the Board (“Chairman”) elected by the Board of Directors. The Chairman of the Board serves a maximum two (2) consecutive one-year terms unless granted a term limit waiver.
• A standing CEO (“CEO”), hired by the Board of Directors whose term and conditions will be governed by an executed employment agreement between the CEO and the Chamber and will have a power of representation. The CEO depending on qualifications and experience may also use the title of Chairman, subject to the employment agreement.
• A Chief Compliance Officer elected by the General Membership, serving no more than 2 consecutive terms of 3 years, unless granted a term limit waiver.
• Four individuals who have been nominated by the Nominating Committee as Vice Chairs of the Board shall be elected by the Board of Directors and serve no more than 2 consecutive terms of 3 years, unless granted a term limit waiver.
• Previous Chairman of the Board of Directors and past and current Chairman of the nonprofit foundation, Partners for the Future, shall also be elected to the Board of Directors for consecutive terms so long as they remain resident in Korea.

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

• The members of the Board of Directors shall be nominated by the Nominating Committee, submitted to the Board of Governors for approval and elected by the Board of Directors.
• The Chairman of the Board shall be elected from the rank of eligible, incumbent Board of Directors by the Board of Directors and shall be approved by the majority of the Board of Governors.
• The Board of Directors shall be responsible for all matters of the Chamber.
• The CEO shall be responsible for all business activities of the Chamber, including the budgets and financial plans, personnel, and asset management, and subject to the terms and conditions of an employment agreement. The CEO shall be nominated by a Search Committee and appointed by the Chairman. The employment contract shall be approved by the Board of Directors.
• The Chief Compliance Officer shall be elected by the General Membership and be responsible for the oversight of Chamber and compliance with the law by the Chamber, reporting to the Board of Directors and Board of Governors, regarding the following functions:.
  • Audit status of assets of the Chamber;
  • Audit the operation and affairs of the Board of Directors;
  • Upon discovery of illegal or unfair matters as a result of the audit carried out under items a and b above, demand the Board of Directors for correction and report it to the head of the competent government authority;
  • Request to convene the Board of Directors if it is necessary to demand for correction and file a report as stated in Item c above; and
  • Attend the meetings of the Board of Directors and state opinions on matters relating to the operation and affairs of the Board of Directors.

Article 9. Installation, Replacement and Removal of Officers

• The election process for the Board of Directors shall be defined in the Articles of Governance consistent with Article 8.1.
• Any member of the Board of Directors who is unable to serve his/her full term, shall have a successor nominated from the rank of the Board of Governors by the Nominating Committee and elected by the Board of Directors, to serve out the remaining term of the departing director.
• Any member of the Board of Directors who conducts any of the following acts may be removed by an affirmative vote of two-thirds or more of the current voting Board of Directors:
  • Any act against the objectives of the Chamber;
  • Any act that disturbs the affairs of the Chamber; or
  • Any act that damages the Chamber’s reputation, prestige, or dignity.

Article 10. Functions of the Board of DirectorsThe Chamber’s Board of Directors shall have responsibility for the following matters:

• Elect a Chairman from the ranks of eligible, incumbent Board of Directors.
• Establishment of a standing Nominating Committee responsible for the evaluation, recruitment and nomination of candidates to stand election for the Board of Directors and Board of Governors, and the filling of vacancies that may occur throughout the year.
• Establishment of a standing Governance Committee responsible for the maintenance and interpretation of the Chamber’s Articles of Incorporation and Articles of Governance, providing guidance to the Board of Directors and Board of Governors in matters concerning proper governance, processes and procedures.
• Matters relevant to the approval of new members, transfers of membership and expulsion of members when warranted, in accordance with the Chamber’s Articles of Governance.
• Matters relevant to budget, settlement of accounts, staff compensation guidelines, loans and acquisition or disposition of assets.
• Matters relevant to the amendment of the Articles of Incorporation or the Articles of Governance of the Chamber.
• Matters relevant to the dissolution of the Chamber.
• Matters relevant to the appointment and removal of Officers or Members.
• Matters that fall within its power under the Articles of Incorporation and the Articles of Governance of the Chamber.
• Other matters important to the operation of the Chamber as proposed by the Chairman of the Board or CEO.

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:

• A written agenda should be distributed to all Directors at least one day prior to the meeting, resolved by the attendance of the majority of the Directors and ratified by majority vote of those Directors present in person or via conference call.
• Any agenda item which needs to be handled urgently with respect to Paragraph 1 above may be resolved in writing through absentee balloting procedures that include the exchange of electronic documents such as PDF files.
• An Officer shall not be permitted to participate in the deliberation of a decision by the Board of Directors, if they fall under the following:
  • When the deliberation is on their appointment or removal as an Officer.
  • When a matter relates to the receipt/provision of assets or any legal action, to which a member’s interests may be in conflict with those of the Chamber.
• A motion shall be passed with more than 50% of the Directors present (or via conference call in) and the concurrence of a simple majority.
• Written resolutions shall be established on matters deemed urgent by the Board.
• Minutes documenting the agenda and decisions shall be maintained and distributed after each meeting. Voting record of each Director shall be maintained.
• A meeting may be called when the Chairman or CEO recognizes the need for a meeting or when a Director requests a meeting.
• A meeting may be called when the Chief Compliance Officer requests that a meeting be held.

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

• The general meetings of the Chamber shall be of two (2) types, an annual general membership meeting and special meetings, both of which shall be convened by the Chairman and/or CEO.
• The annual general membership meeting of the Chamber shall be convened within one (1) month of the commencement of each fiscal year.
• Special general meetings may be convened whenever deemed necessary by the Chairman and/or the CEO.
• Both types of meetings may include mixed agendas that include Chamber governance matters, combined with relevant agenda items of member interest.
• Notice of convocation of a general meeting shall be given by the Chamber to each member in writing (including via electronic documents such as PDF files and emails), with the agenda, date and time, and place of the meeting specified, at least seven (7) days prior to the commencement of the meeting.

Article 14. Exceptions to Convocation of General Meetings

• In the event of any of the following requests for convocation of a general meeting, the Chairman and/or the CEO shall convene a general meeting within 20 days from the date requested for convocation thereof:
  • Where the majority of the current Directors request to convene a general meeting, presenting the agenda for the general meeting; or
  • Where the Chief Compliance Officer requests to convene a general meeting; or
  • Where one-third or more of the voting members request to convene a general meeting, presenting the agenda for the general meeting.
• In the event that a general meeting cannot be convened for seven (7) days or longer for the reasons that the post of the person authorized to convene the general meeting is vacant or such person avoids convening a general meeting, the general meeting may be convened by the affirmative vote of the majority of the current Directors or one-third or more of the current voting members.

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:

• Annual vote and ratification of elected candidates for the Board of Directors, and Officers of the Chamber;
• Removal of an elected Officer;
• Review of business update and business plan;
• Amendments to the Chamber’s Articles of Incorporation and Articles of Governance;
• Any other agenda submitted by the Chairman by the resolution of the Board of Directors.

Article 16. Quorum

• Any general meeting shall open with the presence of voting members and the resolutions of the general meeting shall be adopted by the affirmative vote of the majority of the voting members present, except for matters separately set forth herein.
• including submission of electronic voting documents distributed under the approval of the Board of Directors, shall be deemed to have attended the meeting and be counted towards the requirements in Article 16, Paragraph 1.

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:

• Where the members themselves are involved in the appointment or removal of officers being resolved; or
• Where matters are related to the provision/receipt of assets or legal action, resulting in conflicts of interests between the member and the meeting.

Article 18. Classification of Assets

• The assets of the Chamber shall be managed with classification into basic and ordinary assets.
• Basic assets are such assets as listed in Attachment 1, which are real properties or personal properties related to the performance of the target businesses of the Chamber that have been contributed as basic assets at the time of incorporation of the Chamber and have been determined as basic assets by the Board of Directors.
• Ordinary assets are such assets other than basic 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:

• Membership dues;
• Member donations;
• Income accrued from basic assets;
• Membership and committee meeting activity; and
• Others.

Article 21. Fiscal YearFiscal year of the Chamber shall be from January 1 to December 31 of each year.

Article 22. Budgeting and Settlement

• Budget for revenue and expenditures shall be prepared at least one (1) month prior to the commencement of each fiscal year and approved by a resolution of the Board of Directors.
• Settlement shall be prepared by the Chamber within two (2) months after closing of each fiscal year and approved by a resolution of the Board of Directors and ratification by voting members at the annual general membership meeting.

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.

• In order to attain the objectives, set forth in Article 2 and business objectives set forth in Article 4, the Chamber may engage in for-profit business activities by resolution of the Board of Directors to the extent that it is not against the essence of its existence.
• To manage the for-profit business contemplated in this Article’s Paragraph 1, the CEO shall appoint a manager or a responsible person from those departments in charge of for-profit businesses activities.
• For-profit business activities shall be operated and accounted for separately from the core non-profit business, and may be subject to Value Added Tax (VAT) laws and reporting.
• For profit activities, subject to VAT, may include, but not be limited to:
  • Advertising
  • Marketing services
  • Sponsorships
  • Sectorial development programs and events

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

• In the event that the Chamber intends to dissolve itself, it shall resolve on the dissolution by an affirmative vote of two-thirds or more of the current voting members present at a general meeting and shall report it to the competent government authority.
• The remaining assets at the time of dissolution shall be reverted to the government agencies or organizations designated by the general membership meeting.

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.