Section 1. Classes of Membership The qualifications for membership are stipulated in this Article 1 for each category. These categories may be changed in line with changes in the membership of the Chamber by approval of the majority of the AMCHAM Board of Governors. The classes of membership of the Chamber shall be as follows:

• Regular Voting Memberships
  • Company Membership
  • Individual Membership
• Associate Non-Voting Memberships
  • Special Company Membership
  • Company Associate Membership
  • Special Membership
  • Non-Resident Membership
  • Young Professional Membership
• Honorary Non-Voting Memberships
  • Honorary Chairman
  • Honorary Governor
  • Special Advisor

Section 2. Company Membership VotingCOMPANY memberships are entitled to voting status and shall be available to the following legal entities, partnerships, associates and sole proprietorships (hereinafter called "firms") which are established in or have a representative in Korea:

• American owned or controlled firms: those firms that are organized and existing under the laws of the United States or have a capital investment or operating interest which, in the opinion of the Board of Directors, is sufficient to qualify the applicant for COMPANY membership and
• Other Firms: those firms that have a material economic or commercial trading interest(s) or connection(s) with or in the U.S. and are approved by the affirmative vote of the majority of the Board of Directors at a duly held meeting at which a quorum is present and/or via email (or other forms of generally accepted business communication).

Section 3. Individual Membership Voting INDIVIDUAL memberships are entitled to voting status and shall be available to any U.S. citizen residing in Korea who is or has been engaged as an individual in business or a profession. A U.S. citizen working in a firm eligible for COMPANY membership may not apply for INDIVIDUAL membership.

Section 4. Special Company Membership Non-VotingSPECIAL COMPANY memberships are non-voting memberships available to those firms or organizations which do not qualify for COMPANY membership under section 2 (1) or (2) above, but whose membership, in the opinion of the Board of Directors would be mutually beneficial. Such SPECIAL COMPANY members would enjoy all of the rights and privileges of COMPANY members except the right to hold office and vote in Chamber elections. Annual dues under this category will be the same as that for the COMPANY members.

Section 5. Company Associate Membership Non-Voting COMPANY ASSOCIATE memberships are non-voting memberships open to any individual whose firm holds a COMPANY, SPECIAL COMPANY or SPECIAL membership.

Section 6. Special Membership Non-VotingSPECIAL memberships are non-voting memberships open to any organization engaged in charitable, educational, governmental, cultural, fraternal, or religious activities that are non-profit and related to the objectives of the Chamber.

Section 7. Non-Resident Membership Non-VotingNON-RESIDENT memberships are non-voting memberships open to legal entities, associates, sole proprietorships, or individuals who would otherwise qualify for COMPANY memberships or INDIVIDUAL memberships but are not residents of Korea, subject to the review and approval of the Board of Governors.

Section 8. Young Professional Membership Non-VotingYOUNG PROFESSIONAL memberships are non-voting memberships open to professionals of less than 35 years of age whose companies elect not to join but are interested in participating in Chamber activities. This category of membership is not eligible for voting or holding office.

Section 9. Honorary Membership Non-VotingHONORARY memberships are non-voting memberships available by invitation only through an appointment by the Board of Governors. They shall be entitled to all of the privileges of membership, except the right to hold office and to vote and shall be exempt from payment of entrance fees and membership dues. HONORARY memberships shall cease upon departure of the member from Korea unless extended by resolution of the Board of Governors.

Section 10. Application For Membership And EntitlementsAny individual or company who intends to join the membership of the Chamber shall file an application with the Chamber and membership shall be granted to such individual or company upon the review and approval.

• Application Process
  • A Candidate for membership shall submit a written and signed membership application form to the designated Membership Office of the Chamber.
  • The completed application form shall contain the name and address of the applicant, the type of membership desired, the nature of the applicant's business or activity, the nationality of the proposed representative and statement of agreement to be bound by the Articles of Incorporation and the Articles of Governance of the Chamber if approved, and such other information the Board of Governors may require.
  • All application shall be reviewed and approved by the Chamber and Applicants shall be informed once a decision is rendered.
  • Immediately after election to membership, the applicant shall be so informed by the Membership Office, and presented with a copy of the Articles of Incorporation and the Articles of Governance of the Chamber. Upon payment of dues, the applicant shall be registered as a member.
  • The Chamber shall furnish each newly-elected member with a certificate of membership of the appropriate classification and each such certificate shall be duly signed and authenticated by the CEO.
• Registration of Designated Representative
  • Designation of a COMPANY membership representative including the voting representative shall be made to the Chamber in writing.
  • In the event that a member desires to change any of its representatives, a new, written application or written notice shall be submitted to the Membership Office.
  • A NON-RESIDENT member may appoint or change its representative by written notice to the Membership Office.
  • Change of the designation of the COMPANY membership voting representative to another individual already accepted as a COMPANY membership representative, shall be made by written notification by the Company to the Membership Office.
• Rights of Members
  • Each COMPANY shall designate on its membership application, one person of good standing, residing in Korea to be its representative in the Chamber, who is authorized by the COMPANY to be its voting representative, as hereinafter defined.
  • Only a COMPANY membership voting representative and INDIVIDUAL members in good standing pursuant to Article I, Section 10, Paragraph 5, shall have voting rights and each such shall have one vote.
  • In the event that the voting representative of a COMPANY membership or an INDIVIDUAL member is unable to exercise voting privilege, and is able to provide sufficient reason to the satisfaction of the opinion of the Board of Governors, he or she may execute a written proxy in a form acceptable to the Board of Governors designating the CEO to act on his or her behalf.
  • COMPANY and INDIVIDUAL members shall be known as “General Members” with full voting rights. SPECIAL, SPECIAL COMPANY, COMPANY ASSOCIATE, NON-RESIDENT, YOUNG PROFESSIONAL and HONORARY membership shall have no voting privileges.
  • GENERAL MEMBERS 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.
  • In case of the COMPANY member, its voting representative shall exercise the voting rights set forth in this Paragraph 3.
  • The voting rights in this Paragraph 3 may be exercised in writing (including electronic documents such as PDF files) and the exercise of the voting rights may be delegated to as set forth in Article I Section 10, Paragraph 3 (c).
  • Different voting rights may be granted by the Board of Governors in consideration of the member’s payment status of membership dues and residency in Korea, depending on the membership classification set forth in each item of Article I, Section 2 through 9.
  • Members shall be entitled to use and participate in services or programs provided by the Chamber as separately determined by the Board of Governors.
  • Any member subject to the provisions of Article I, Section 10, Paragraph 5 (b)(c) shall be deemed not to be a member in good standing, in which case, the Board of Governors may restrict the member’s exercise of the rights and powers during the period when such member is not in good standing.
• Eligibility to Hold Office

  Only qualified COMPANY membership voting representatives and INDIVIDUAL members with voting rights in good standing may hold an elective office in the Chamber.

• Obligation of Members
  • Members shall be considered members in good standing if they meet the following obligations:
    i. Compliance with this Articles of Governance and any and all regulations of the Chamber;
    ii. Performance of the matters resolved in the general meetings and the meetings of the Board of Governors; and
    iii. Payment of membership dues.
  • If the dues of any member or membership remain unpaid for a period of longer than one (1) month, due notice shall be given to the relevant member or membership, and if such dues remain unpaid for a term of six (6) months the member or membership shall be deemed not to be in good standing.
  • If the dues of any member or membership remain unpaid for a period of longer than one (1) year, the member or membership may be expelled.
• Resignation and Expulsion
  • A membership may resign by voluntarily submitting a resignation letter. The resignation letter shall be submitted at least one (1) calendar month before the dues for the following year are payable.
  • If the resignation letter has not been submitted within the period set forth in the provision of Paragraph 6 (a) above, the resigning member shall be liable for the dues of the succeeding year, notwithstanding the submission of the resignation letter.
  • Any member who is considered detrimental to the Chamber due to the member’s conduct such as damaging the Chamber’s reputation or causing problems in the performance of the Chamber’s objectives, may be expelled by the resolution of the Board of Governors and approved at a general meeting. In this case, such expulsion shall be approved by an affirmative vote of not less than two-thirds the voting members present.
  • To resolve the expulsion under this Paragraph 6, the Board of Governors shall recommend the expulsion of the relevant member and notify such member thereof 30 days prior to the resolution being presented to the General Membership for a vote. In this case, an opportunity for a hearing may be given to the relevant member upon its request.
  • If any member or membership becomes disqualified for a membership due to resignation and/or expulsion, the member or membership may not claim its rights to the paid membership dues, etc.
• Rules for Membership

  Any details regarding members such as membership application procedures, designation of voting representative of a COMPANY member, delegation of voting rights, restriction on the rights of members, changes to the membership classification, the amount of membership dues, methods of payment of membership dues, etc. shall be subject to change by resolution of the Board of Governors.

• Change of Membership Classification

  In the event a NON-RESIDENT member shall become a resident in or shall maintain a representative in Korea, said member must notify the CEO or Membership Office of the change and, upon written application to and approval by the CEO, and upon meeting all other membership requirements, such membership shall be changed to the appropriate resident membership classification. Notwithstanding the foregoing, the off-shore entity may also retain a NON-RESIDENT membership.
  In the event any COMPANY or INDIVIDUAL member shall become a resident outside of Korea, said membership may, upon written application and approval by the CEO, and upon meeting all other requirements, be changed to NON-RESIDENT classification.

• Transfer of Membership

  Membership may be transferable within a company upon written application and approval by the Chamber.

• Approvals of Membership

  The CEO shall act upon all applications for membership, including transfers of COMPANY membership voting representatives, in the Chamber, and upon any resignations thereon, unless otherwise delegated to the Membership Office.

Section 11. FEE, DUES AND ASSESSMENTS Fees and dues may be charged as provided for in the separate regulations adopted by the Board of Governors. Any change of fees or dues, or levy of assessments, shall require ratification by the affirmative vote of the majority of the Board of Governors at a duly held meeting at which a quorum is present and/or via email (or other forms of generally accepted business communication).

• Fees & Dues
  • Each COMPANY or INDIVIDUAL membership shall upon notification of its membership approval, pay an Initial Entrance Fee of KRW150,000. Annual dues, (as hereinafter stated) and separate Initial Entrance Fees, are payable in advance or within one month from invoice date.
  • SPECIAL COMPANY members pay no Initial Entrance Fee and the annual dues are the same as COMPANY members.
  • SPECIAL members shall pay no Initial Entrance Fee, and the annual dues shall be payable in advance or within one month from invoice date.
  • COMPANY ASSOCIATE members as defined, shall pay no Initial Entrance Fee, and the annual dues shall be payable in advance or within one month from invoice date.
  • YOUNG PROFESSIONAL memberships shall pay no Initial Entrance Fee, and the annual dues shall be payable in advance or within one month from invoice date.
  • NON-RESIDENT memberships shall pay no Initial Entrance Fee, and the annual dues shall be payable in advance or within one month from invoice date.
  • Fees and dues may be paid in US$ or the Korean Won equivalent at the commercial bank using the commission rate of exchange prevailing on the date of payment.
  • Dues will be recalculated annually or as called for.

Section 12. BOARD OF DIRECTORS, OFFICERS AND BOARD OF GOVERNORS

• Board of Directors

  The Board of Directors shall be constituted by those officers of the non-profit legal entity who are registered with the relevant authorities as bearing responsibility for the governance of the legal entity. Members of the Board of Directors shall also concurrently serve as members of the Board of Governors of the Chamber, with voting rights in both bodies. The Voting members of the Board of Directors shall be collectively referred to as Officers of the entity. The Board of Directors includes the following officers (collectively “Officers”):

  • Chairman of the Board - Voting – 회장

    An elected, rotational, non-standing Chairman of the legal entity who shall concurrently serve as the Chairman of the Board of Directors and Board of Governors, with voting rights in both Boards.

  • Chairman/Chief Executive Officer - Voting – 이사장

    An appointed, permanent, standing Chairman/CEO under contract to the Board of Directors, who shall be the sole legal representative of the entity, and concurrently serve as a member of the Board of Governors.

  • Vice Chairs – Voting - 이사

    Elected, rotational Directors of the legal entity who shall serve concurrently as members of the Board of Governors, with voting rights in both Boards.

  • Past Chairman and Past and Current Foundation Chairman – Voting – 이사

    Appointed, standing non-voting members of the Board of Directors that shall include past Chairmen of the Board of Directors/Governors who remain resident in Korea after the conclusion of their terms, and the Partners for the Future Foundation Chairman, the charitable arm of the Chamber.

  • Chief Compliance Officer - Non-Voting – 감사

    An elected, rotational non-voting member of the Board of Directors.

• Board of Governors

  The Board of Governors shall be constituted by rotational representatives elected by the General Membership to serve as the governing body of the Chamber, however only those Governors who are Officers of the Chamber and members of the Board of Directors, shall have voting rights in the legal entity.

• Functions of the Board of Directors
  • The Board of Directors, who shall concurrently serve as members of the Board of Governors, shall be responsible for developing planning and implementation for the Chamber and shall meet at the call of the Chairman and/or the CEO and their duties are more fully described as follows:

    i. Chairman of the Board
    The Chairman shall serve as Chairman of the Board of Directors and Chairman of the Board of Governors. The Chairman of the Board in conjunction with the CEO shall exercise general supervision over the affairs and interest of the Chamber. The Chairman of the Board shall appoint and may remove the Chairman of all Standing and Special Committees, except where the Board of Governors shall otherwise order. He shall be an ex-officio member of all Standing and Special committees.

    ii. Vice Chairs
    Four additional individuals shall be nominated and elected to be Vice Chairs of the Board of Governors and shall be elected as members of the Board of Directors of the Chamber. The Chairman of the Board in conjunction with the CEO may designate any one of the Vice Chairs to act in his or her absence; failing that designation, the senior Vice Chair in the order of tenure shall exercise the power and duties of the Chairman of the Board. The Vice Chairs shall otherwise perform such duties and exercise such powers as the Chairman of the Board may from time to time direct.

    iii. Standing Chief Executive Officer
    The Chamber shall employ a CEO, selected by the Board of Directors and ratified by the Board of Governors, whose duties and remuneration shall be determined by the Chairman of the Board and a Search Committee (to be formed when necessary) . The CEO shall sign all official documents of the Chamber, including title deeds and contracts, and shall be authorized to execute/authorize payments, jointly with the Chief Compliance Officer or other signatories (as pre-determined and authorized) by the Board of Directors.

    iv. Chief Compliance Officer
    The Chief Compliance Officer shall serve as an Officer of the Chamber and non-voting member of its statutory Board of Directors. The Chief Compliance Officer, acting for the Board of Governors, shall be charged with the responsibility of overseeing the efficient management and custody of all assets and financial operations of the Chamber and all compliance with all laws and procedures related thereto. The Chief Compliance Officer shall render reports to the Board of Governors on the financial status of the Chamber at such intervals as the Board may direct, but in no case less than once a year.

    v. Former Chairman
    All Former Chairmen of the Chamber’s Board of Governors, including but not limited to the immediate past Chairman, shall be eligible to serve as voting members of the Board of Governors and Board of Directors, as long as they remain resident of the Republic of Korea, without limits to term.

    vi. Partners for the Future Foundation Chairman
    The current and past Chairman of the Partners for the Future Foundation, shall be eligible to serve as voting members of the Board of Governors and Board of Directors, as long as they remain as resident of the Republic of Korea, without limits to term.

  • Citizenship Requirements
    Citizenship requirements for Officers of the Chamber, its Board of Directors and Board of Governors are as follows:

    i. Chairman of the Board of Governors (U.S. Citizen)

    ii. Vice Chairs (Minimum 75% U.S. Citizens)

    iii. CEO (U.S. Citizen)

    iv. Chief Compliance Officer (U.S. Citizen)

    v. Former Chairman (U.S. Citizen)

    vi. Chairmen of Partners for the Future (No Requirement)

  • Voting Rights
    All members of the Board of Directors shall have full voting rights on both the Board of Directors and Board of Governors.
  • Term Limits
    The following term limits for the Board of Directors shall apply:
    (*unless extended according to the terms of Article V, Section 17.)

    i. Chairman of the Board(Two, one-year terms*)

    ii. Vice Chairs (Two, three-year terms*)

    iii. CEO (Indefinite)

    iv. Chief Compliance Officer (Two, three-year terms*)

    v. Former Chairmen (As long as resident in Korea)

    vi. Chairmen of Partners for the Future (Indefinite)

• Governor

  The Chamber shall have an elected Board of Governors, all of whom must be qualified COMPANY or INDIVIDUAL members in good standing. The Board of Governors, subject to the provisions of the Articles of Incorporation and the Articles of Governance, shall vote on and approve policies proposed by the Board of Directors and shall direct and regulate the affairs of the Chamber, and shall act in its name. Governors (excluding Officers) shall serve as Chairman or Co-Chairman of at least one Standing, or Special Committee or put forward a candidate from his or her company for consideration and must attend three quarters of all regularly called Board of Governors meetings when in country or unless otherwise excused by the Chairman of the Board. Should the Governor fail to attend the minimum number of meetings, his or her resignation shall be tendered to the Chairman of the Board who shall use his or her discretion on acceptance of such resignation. Members of the Board of Governors shall be ex-officio members of all Standing Committees.

  • Board of Governor Positions

    The Chamber shall have a Board of Governors composed of at least ten (10) and not more than twenty (20) who shall be elected by the General Membership, each serving no more than 2 consecutive terms of 3 years. The number of positions shall be determined by resolution of the Board of Directors, with priority consideration given to ensuring equal and fair representation of key industry sectors, the participation of industry leading companies, and the past/present/future contributions and commitments of potential board members.

  • Governor Term Limits - Maximum two consecutive three-year terms
  • Governor Nationality Requirements - No nationality restrictions

Section 13. CHAMBER EMPLOYEESThe Chamber shall maintain a staff of qualified executive management and non-management employees under direct hire to the Chamber, to execute the full scope of business functions of the Chamber, exercising legal and administrative responsibility over the Chamber’s operations and assets. The organization structure shall be proposed by the Chamber’s CEO and approved by the Board of Directors. Key positions shall include, but not be limited to the following:

• Chief Executive Officer (CEO)
  • The Chamber shall employ a paid, full time CEO, selected by the Board of Directors whose duties and remuneration shall be determined by the Chairman of the Board of Directors and Chairman of the Compensation Committee, under the approval authority of the Board of Directors.
  • The CEO (who upon the approval of the majority of the Board of Directors, may carry the title of Chairman, CEO, President, Executive Director or Executive Vice President or combination depending upon the level of experience and qualifications) and as stipulated in an employment agreement. The CEO shall devote his/her entire working time to the affairs of the Chamber except as otherwise approved and stipulated in an employment agreement. He/she shall serve as the Chamber’s Chief Executive Officer (이사장) in charge of all Chamber affairs including but not limited to front line accountability for the Chamber’s Profit and Loss, Income Statement and Balance Sheet activities.
  • The CEO shall be responsible for the care and use of Chamber’s property and the seal. The CEO shall be responsible for the supervision and direction of the Chamber staff. The CEO shall attend to the representation, program execution, publicity work, and other external activities of the Chamber, providing direction and assistance for projects and objectives of the Chamber and its committees.
  • The CEO shall, in cooperation with the Chamber employees, be responsible for keeping the Chamber accounts and financial records, attend to collection of all fees, dues, and assessments, and provide proper accounting and disbursement of Chamber’s funds. The CEO shall sign with other authorized Officers certain vouchers and checks and be responsible for payments and expenditures from the Chamber’s funds.
  • The CEO or designee shall be responsible for keeping the minutes and records of business meetings of the Chamber, of the Board of Governors, and those submitted by the Standing and Special Committees. The CEO shall attend to all correspondence of the Chamber, give due notice of and coordinate all meetings of the Chamber, of the Board of Governors and the Committees.
• Chief Operating Officer (COO)
  • The Chamber may also have a Chief Operating Officer (who upon the prior approval of the Board of Directors, may carry the titles of Chief Operating Officer, Vice President, Managing Director, General Manager or combinations thereof, depending upon the level of experience).
  • The COO shall perform the duties and responsibilities assigned to the office of COO as determined by the CEO. The COO shall comply with resolutions and policies adopted by the Board of Directors of the Chamber in the performance of such duties, faithfully serving the Chamber and exerting best efforts to promote the interests and welfare of the Chamber and protecting the Chamber’s good image.
  • The COO shall familiarize himself with all the functions assigned to the CEO per Article 3, Section 13, Paragraph 1 of these Articles of Governance, and shall be prepared to assist the CEO in their execution. In the absence of the CEO, the COO shall assume all necessary responsibilities to insure the continuity of Chamber operations and all functions assigned to the CEO.
  • The COO shall take the lead in overseeing the development and execution of all revenue generating activities of the Chamber, including but not limited to membership, outreach programs, sponsorships, communications, marketing and advertising. The COO shall also be responsible for overseeing:

    i. All Correspondence, promptly responding to routine trade inquiries, member requests, external requests for information, etc.

    ii. Business Information, initiating and conducting on an on-going basis, information gathering and reporting on matters affecting the American business community as directed by the CEO.

    iii. Development of outreach programs, seminars and events that enable the membership to stay abreast of relevant issues;

    iv. All Chamber Publications, assisting in the content preparation, marketing and distribution of Chamber publications, both print and electronic

    v. Meetings/Chamber Affairs- assisting the CEO in all arrangements as necessary for General Membership Meetings, Board Meetings, Committee Meetings, Briefing Breakfasts, etc.

    vi. Other duties and functions as assigned by the CEO.

• Other Chamber Employees

  The CEO may employ such other persons as in its opinion are necessary for the proper conduct of Chamber business. The CEO shall determine the salaries and remunerations of all persons employed by the Chamber.

Section 14. STANDING COMMITTEESThe Chamber shall establish and maintain certain Standing Committees as defined in this Section 14, that shall exist to perform key recurring work assigned by the Chairman of the Board in conjunction with the CEO. The Chairman of the Board and/or CEO may also appoint Special Committees on an as needed basis, for task related work. The Standing Committees shall be chaired by members from the Board of Directors appointed by the Chairman of the Board in conjunction with the CEO. The respective Standing Committee Chairs shall select their Committee members from the Board of Governors. The Standing Committees shall be as follows:

• Nominating Committee

  The Nominating Committee along with the CEO shall be charged with the screening, recruitment, appointment and election processes pertaining to the filling of all elected positions in the Chamber in accordance with the terms of Article IV, Section 18, Paragraph 1(a)

• Compensation Committee

  The Compensation Committee along with the CEO shall be charged with the screening, recruitment, annual compensation and contracting of paid full time officer level employees of the Chamber. The Committee shall assist in the development of compensation schemes for all paid employees based on industry benchmarking. The Committee shall also oversee the Chamber’s Incentive Performance Program for Chamber employees and approve all performance awards. The CEO would be recused in the Committee if his/her own compensation or performance awards were in discussion.

• Governance Committee

  The Governance Committee shall serve the Board of Governors in monitoring the actions of the Chamber in the context of the Chamber’s governance structures, Articles of Incorporation and Articles of Governance to ensure adherence to the established rules and procedures for decision making in Chamber affairs. The Governance Committee shall maintain subject matter expertise in governance issues and the Articles of Incorporation and Governance of the Chamber, and provide guidance to the governing body of the Chamber on proper processes and compliance.

Section 15. ELECTED OFFICERS AND GOVERNORS

• Chairman of the Board
  • The Chairman of the Board shall be elected by the affirmative vote of the majority of the existing Board of Governors each year at a duly held meeting or via email (or other forms of generally accepted business communication) in which a quorum participates.
  • Candidates for Chairman of the Board shall be selected from the Board of Directors who meet the US Citizenship requirements of the position. Should no eligible candidate be available to serve from the Board of Directors’ candidate pool, elected members of the Board of Governors who meet the citizenship requirements of the position may be considered.
  • A single candidate shall be nominated and run unopposed.
• Vice Chairs
  • Vice Chairs shall be elected by the affirmative vote of the majority of the eligible members who cast their votes at a duly held meeting or via email (or other forms of generally accepted business communication).
  • At least 75% of the elected Vice Chairs at any given point of time, must meet US Citizenship requirements to serve as Officers of the Chamber.
  • Candidates for Vice Chairs shall be selected from the eligible members of the Board of Governors who meet the US Citizenship requirements of the position, with the exception of those Officer positions designated as non-US Citizen slots. Should no eligible candidates be available to serve from the Board of Governor candidate pool, general voting members of the Chambers who meet the citizenship requirements of the position may be considered.
  • A single candidate for each open position may be nominated to run unopposed.
• Chief Compliance Officer
  • The Chief Compliance Officer shall be elected by the affirmative vote of the majority of the eligible members who cast their votes at a duly held meeting or via email (or other forms of generally accepted business communication).
  • Candidates for Chief Compliance Officer shall be selected from the eligible members of the general voting membership who meet the qualifications and US Citizenship requirements of the position
  • A single candidate shall be nominated and run unopposed
• Governors
  • Governors shall be elected by the affirmative vote of the majority of the eligible members who cast their votes at a duly held meeting or via email (or other forms of generally accepted business communication).
  • Candidates for Governor shall be selected from the eligible members of the general voting membership who meet the qualifications of the position as established by the Standing Nominating Committee of the Chamber.
  • Multiple candidates shall be nominated and run on a ballot which may or may not contain multiple candidates for nominated positions as determined by the Nominating Committee.

Section 16. NOMINATED NON-VOTING BOARD OF GOVERNORS The Chamber may appoint through a process of nomination by the Board of Governors, certain Honorary Board of Governor positions and Special Advisors to the Board of Governors to fulfill strategic advisory requirements deemed important to the mission of the Chamber. All such positions shall be ex-Officio, non-voting positions. These positions may include, but not be limited to the following:

• Honorary Chairman

  The Ambassador of the United States of America to Korea shall be installed as the Honorary Chairman at a meeting of the Chamber. He or she shall hold the Honorary Chairman position throughout his or her term as Ambassador to Korea.

• Honorary Governors

  Key positions within the US Government on assignment to the Republic of Korea, including but not limited to the U.S. Embassy’s Minister Counselor for Economic Affairs and Minister Counselor for Commercial Affairs, upon election by the Board of Governors and upon receipt of his or her acceptance shall be installed as Honorary Governors at a meeting of the Chamber. He or she shall hold such Honorary Governor positions during their term of assignment to Korea.

• Special Advisors

  The Chamber may appoint Special Advisors as non-voting members of the Board of Governors for a maximum term of two consecutive two-year terms. Special Advisors shall have unique expertise in a subject matter deemed strategic to the Chamber’s business objectives. Nominees must have served on the Board of Governors at some time in the past, or receive a waiver of past service from nominating Board of Governors, and be an active member of the Chamber in good standing. All members of the Special Advisors Group shall be selected by the Board of Directors and confirmed by the majority of the current Board of Governors.

Section 17. TERMS OF OFFICE

• Term Limits
  • Terms of office of all officers and members of the Board of Governors elected at the annual election shall begin on January 1. Said Officers and Governors shall serve until their successors are elected and qualified.
  • The term of office of the Chairman shall be for one year.
  • The term of office of the Vice Chair and the Chief Compliance Officer shall be for three years.
  • The term of office for elected members of the Board of Governors shall be three years.
  • Persons elected or appointed to fill unexpired terms of office in case of vacancies as described in Paragraph 2 of this article shall serve for the remainder of said term of office except as otherwise provided for in Paragraph 3 of this article.
• Vacancies

  Should any Officer or member of the Board of Governors decline to serve or resign his or her office, or if his or her office should become vacant through reasons of health, disability, or for any other cause, the vacancy shall be filled from nominees recommended by the Board of Directors or the Nominating Committee and elected by the affirmative vote of the Board of Governors at a duly held meeting at which a quorum participates and/or via email (or other forms of generally accepted business communication). Prior notice of this election shall be given to each member of the Board of Governors. At the discretion of the Board of Governors, such vacancy may be filled by a special election following the procedures established for the Annual Election.

• Re-Election
  • Board Terms
    Candidates for Chief Compliance Officer shall be selected from the eligible members of the general voting membership who meet the qualifications and US Citizenship requirements of the position
  • Committee Chair Terms
    No person shall chair or co-chair the same committee consecutively for more than three years if there are other volunteers desiring to become co-chairs.

Section 18. ELECTION PROCESS At an Annual Election, held following receipt of nominations, held no later than, on or before the 31st day of December of each year, there shall be chosen a Chairman of the Board, a Chief Compliance Officer, the required number of Vice Chairman and Governors to serve in place of those whose terms of office shall expire at the end of the calendar year and to fill the unexpired terms of such other vacancies as such may exist. Nomination and election procedures shall be conducted in accordance with this Article 4, Section 18 of these Articles of Governance, and any change shall require ratification by the majority of general members voting in a regularly called election or via email (or other forms of generally accepted business communication). The process for this election shall be as follows:

• Nomination Procedures
  • Nominating Committee

    i. The Chairman of the Board in conjunction with the CEO shall appoint a Nominating Committee of five voting members of the Chamber among whom at least one shall be a member of the Board of Governors, one shall be a member of the Board of Directors, one shall be chairman of a standing committee, and the remainder shall be selected from other general members of the Chamber. The CEO will also be a member of the Nominating Committee. Vacancies can be filled throughout the year as required. The Chairman of the Board shall designate one member of the Nominating Committee to be Chairman.

    ii. The Chairman in conjunction with the CEO shall select as members of the Nominating Committee persons who do not intend to run for office insofar as he can reasonably determine such intention.

    iii. The Nominating Committee shall be a Standing Committee and will function throughout the year at the call of the Board of Directors and will in any case meet not later than October to select slates of Nominees for Officers and Governors for the Annual Election.

    iv. Other provisions of the Articles of Incorporation and the Articles of Governance notwithstanding, a quorum of this Committee shall consist of not less than four of the members and each member shall have one vote.

  • Selection of Candidates

    i. Prior to the first meeting of the Nominating Committee, the Governors shall be requested to submit a list of recommendations to the Chairman of the Nominating Committee.

    ii. Candidates will be selected by the Nominating Committee for all vacancies and for standby governors where no vacancies are anticipated. Replacement governors for unanticipated vacancies may be selected from the standby list.

  • Report by the Nominating Committee

    i. The report of the Nominating Committee for the Annual Election of Officers and Board members may include multiple slate of Nominees for Governor positions (but is not required) and must be presented to the Board prior to the regular meetings of the Chamber to be held on or before October 30 each year.

    ii. Reports of the Nominating Committee for the purpose of naming candidates to fill interim vacancies during the year shall be made as directed by the Chairman of the Board.

  • Nomination Policies and Procedures

    i. Whenever the Nominating Committee is called upon to recommend nominees to fill any vacancy, it shall make best efforts to recommend more than one nominee for each Governor position to be filled.

    ii. Written nominations for Officers and members of the Board of Governors, when signed by a proposer and seconder who are COMPANY membership voting representatives or INDIVIDUAL members, shall be submitted to the CEO of the Chamber prior to any meeting at which a report of the Nominating Committee is to be received.

    iii. Nominations from the floor after presentation of the Nominating Committee's report and the reading of any written nominations, the Presiding Officer shall call for additional nominations from the floor for each elective category. Such nominations must be duly made and seconded by COMPANY membership voting representatives or INDIVIDUAL members before being recorded in the minutes of the meeting.

    iv. Consent of Nominee
    (1) Nominating Committee should obtain consent of the nominee that he or she will serve if elected prior to submission of such nominee’s name to be placed on a ballot.
    (2) Nominations from the floor require verbal agreement given from the floor by the nominee personally at the meeting, or alternatively by a written statement of the nominee that he will serve if elected.

• Election Procedures
  • An Election Supervision Committee shall be appointed by the Chairman of the Board and the CEO together with the Election Supervision Committee which shall supervise the conduct and the mailing and delivery, the receipt, the checking of the validity of the returned ballots, the counting of the ballots, and to certify the results of the Annual Election. This Committee shall be composed of five voting members in good standing, none of whom shall be a candidate for the election, and shall include at least one member of the Board of Governors.
  • An Election Supervision Committee, similarly composed, shall be appointed by the Chairman of the Board and CEO to similarly undertake the duties noted in the above Section 2 a. for any appointment or election held for the purpose of filling vacancies for Officers or members of the Board of Governors during the year.
  • The Annual Election of Officers and members of the Board of Governors shall be scheduled by the Election Supervision Committee after the Chamber meeting at which nominations have been received, in order to provide ample time for the preparation and distribution of ballots to voting members. The Election Supervision Committee shall specify the closing date and hour for receipt of returned ballots, which in no case shall be less than 15 days after the mailing of the ballots to the members.
  • The election of Officers and members of the Board of Governors shall be by secret ballot of the qualified voting members, whose dues are paid in full at least for the calendar quarter preceding that in which the election is held. No member shall cast more than one vote.
  • The Election Supervision Committee shall prepare and mail to each qualified COMPANY membership voting representative and to each INDIVIDUAL membership one (1) ballot, setting forth the names of each candidate who has been duly nominated. Electronic media may be used to facilitate voting. Ballots duly mailed or delivered to the CEO of the Chamber, shall be received by the Election Supervision Committee until the closing date and hour, as previously specified.
  • The ballots thus received by the Election Supervision Committee shall first be checked by the CEO for their validity with the roster of authorized voting members and accepted proxy forms.

Section 19. TYPES OF MEETINGS

• Board of Governors Meetings

  The Board of Governors shall schedule its own meetings chaired by the Chairman or in his or her absence by the senior Vice Chairman (Article III, Section 12, Paragraph 2(a)(ii) and regulate its own proceedings. It shall hold a meeting at least once each quarter and participation in such meeting may be done through electronic methods, including video conference, teleconference and other generally accepted business communication methods subject to the Chairman's approval.

• Annual General Membership Meeting

  An Annual Members Meeting of the Chamber will be held at an appropriate time consistent with the requirements in the Articles of Incorporation.

• Special Membership Meetings

  The Chairman and/or CEO may call special meetings of the Chamber ("Special Members Meeting") at his or her discretion, at the request of the Board of Governors, or at the written request of not less than twenty COMPANY membership voting representatives and/or INDIVIDUAL members. Minutes of the Annual or Special Members Meetings which state and outline the developments and results of the proceedings held at such meetings and signed and sealed by the Chairman or the Senior Chamber Officer present shall be maintained and such minutes shall be kept at the principal office of the Chamber (or in a generally accepted business format).

Section 20. ADMINISTRATION

• Annual Report

  An annual report shall be rendered each year by the Board of Governors to the membership incorporating reports of Standing and Special Committees, the Chief Compliance Officer and the CEO, and such other activities as may be deemed appropriate.

  • Audit of Accounts

    An annual audit conducted by an outside accounting firm shall examine and report on all financial accounts and provide a financial statement and independent auditors report to the Board of Governors each year.

  • Quorum

    The quorum required to convene a Board meeting shall be the presence of the majority voting members of the Board of Governors which can be met by a physical presence at the meeting or participation through phone, video conferencing or other generally accepted business communication methods.

  • Votes

    Resolutions at a Board meeting shall be passed by the affirmative vote of the majority of the voting members of the Board of Governors at a duly held meeting at which a quorum is present and/or via email (or other generally accepted business communication methods). If resolutions are presented for a vote at the Annual or Special Members Meeting of the Chamber, they shall be passed by the affirmative vote of the majority of the members who casted a vote in-person or, as shall be approved by the Chairman, via phone, email or other electronic methods.

  • Notice

    Written notices of the Annual or Special Members Meetings shall be mailed (or sent through other generally accepted business communication methods) to all resident members stating the object, time, method of attendance and place thereof, method of voting and timeline of voting (e.g. votes can be cast from the receipt of Notice until close of business the day before the Special Members Meeting) and, in the case of any meeting at which a vote of the membership is required, Notice thereof shall be mailed (or sent through other generally accepted business communication methods) to all COMPANY membership voting representatives and INDIVIDUAL members at least ten days prior to the date set for the meeting. At such meetings, no other business except that designated in the Notice shall be voted upon.

  • Attendance

    Attendance at Annual or Special Members meetings shall be optional for all members. In the event of the absence of the Chairman, the appropriate Vice Chairman, or if no Vice Chairman is available, a member of the Board of Governors designated by that body, shall preside.

  • Rules of Order

    In all cases where Rules of Order, questions of procedure, or matters concerning the Governing of the Chamber are not specifically covered in the Articles of Incorporation or the Articles of Governance, the Chamber shall follow the provisions of Roberts' Rules of Order.

Section 21. AMENDMENTS TO ARTICLES OF INCORPORATION Any proposed amendment to the Chamber’s Articles of Incorporation shall be considered by the Board of Governors which shall then send out due notice of the text of the proposed amendment or amendments to each voting member in advance of the meeting or balloting. Amendments to the Chamber’s Articles of Incorporation shall be adopted upon approval of the majority of AMCHAM voting members who cast a vote.

Section 22. AMENDMENTS TO ARTICLES OF GOVERNANCE The Articles of Governance may be amended at a meeting of the Board of Governors at which a quorum is present and/or via email (or other generally accepted business communication methods), unless otherwise provided for under these Articles. All changes of the Articles of Governance shall be reported to the Membership in writing.

Section 23. EFFECTIVE DATE Any amendments to the Articles of Incorporation or Articles of Governance shall take effect and be enforced immediately upon adoption via the procedures defined above.

Section 24. CONVERSION OF MEMBERSHIPS All membership in the Chamber existing on the date of the adoption of these Articles of Incorporation and Articles of Governance shall be converted by action of the Board of Governors.

Section 25. SUSPENSION OF OPERATIONS, LIQUIDATION OR DISSOLUTION If, upon suspension of Chamber operations, or liquidation or dissolution of the Chamber, there shall remain, after satisfaction of its debts and obligations, any property whatsoever, such property together with all important records shall be placed in custody of an agency of the United States Government or other entity which the Board of Governors may select and after which the Board of Governors shall be dissolved.