Enacted on June 26, 1991 Amended on January 25, 1994 Amended on January 27, 2000 Amended on January 18, 2002 Amended on January 24, 2006 Amended on January 24, 2008
Amended on April 30, 2008
Amended on January 24, 2017
CHAPTER I GENERAL PROVISIONS
Article 1 (Name)
The name of this association shall be ‘The Korea America Friendship Society’ (“KAFS”).
Article 2 (Purpose)
KAFS is a nonprofit supra-partisan private organization. KAFS aims to promote understanding and exchange of academic research and culture between Korea and the United States for the purpose of reinforcing friendship and relations and promoting understanding between the two countries.
Article 3 (Location of Secretarial Office and Branches)
KAFS shall have its secretarial office in Seoul. The Board of Directors may establish branches within or outside Korea, when it deems it necessary. The provisions concerning the establishment of branches shall be set forth separately.
Article 4 (Activities)
KAFS shall engage in the following activities in order to achieve the purpose set forth in Article 2 hereof:
Conduct research on current cultural and academic issues between Korea and the United States and disseminate the results thereof
Exchange cultural activities and academicworks, conduct cooperative activities and provide support for such exchanges and activitiesin order to promote understanding between the peoples of Korea and the United States
Propose policies, hold lectures and issue publications for the purpose of reinforcing relations between Korea and the United States and
Conduct such other activities that are deemed appropriate to achieve the purpose of KAFS.
Article 5 (Membership)
The members of KAFS shall be individuals, corporations and organizations that support the purpose of KAFS.
Article 6 (Admission)
A person desiring to become a member of KAFS shall submit to KAFS an application in the form prescribed by KAFS together with letters of recommendation from two or more members.
Article 7 (Types of Membership)
KAFS shall have two types of memberships: individual membership and corporate membership. There shall be four categories within the individual membership: regular membership, fellow membership, honorary membership and associate membership.
A person who supports the purpose of KAFS and is in good social standing can become a regular member by recommendation of the Member Recommendation Committee of KAFS and approval of the Board of Directors.
A person who has made donations in excess of a certain amount to KAFS can be designated as a fellow member by the Board of Directors through the recommendation of the President.
A person who has contributed towards the achievement of KAFS’s purpose can be designated as an honorary member by the Board of Directors through the recommendation of the President.
An American (or other foreigner) can becomean associate member by recommendation of the President and approval of the Board of Directors.
An organization which has contributed or contributes towards the development of KAFS can be admitted as an organization member by the Board of Directors.
Article 8 (Duties of Members)
A member of KAFS has a duty to promote friendship among members and to support the activities established by the General Meeting of Members and the Board of Directors.
Article 9 (Membership Fee)
A member of KAFS shall pay the membership fee pursuant to the relevant regulations. The amount and payment method of the membership fee and other necessary matters shall be determined by the Board of Directors. An associate member shall not be required to pay the membership fee.
Article 10 (Withdrawal or Dismissal from Membership)
If any member wishes to withdraw his/hermembership, he/she shall submit in writing the reasons such withdrawal.
A member who has failed to pay the membership fee or has brought disgrace to KAFS can have his/her membership terminated by resolution of the Board of Directors.
The membership fee shall not be refunded to a member who withdraws his/her membership or has his/her membership terminated.
Article 11 (Officers)
KAFS shall have the following types and number of officers:
One (1) Chairperson
One (1) President
A number of Deputy Presidents
A number of Directors
Two (2) Statutory Auditors
Article 12 (Appointment of Officers)
The President, Deputy Presidents, Directors and Statutory Auditors shall be appointed at the General Meeting of Members, and the Chairperson shall be appointed from among the members of the Board of Directors.
Article 13 (Term of Office)
The terms of office of an officer shall be three(3) years and the office can be reappointed provided.
The term of office of an officer who is elected to fill an interim vacancy shall be the remaining term of his/her predecessor.
If the term of office of an Officer expires before the Ordinary General Meeting of Members, the term of office shall be extended up to the close of such General Meeting of Members.
Article 14 (Duties)
The Chairperson shall convene, and preside at, the meeting of the Board of Directors.
The President shall represent KAFS, oversee the activities of KAFS, and preside at the General Meeting of Members.
The Deputy Presidents shall assist the President, and in the absence of the President, the Deputy Presidents shall take his/her place as the President in accordance with their order of seniority.
The Directors shall attend the meetings of the Board of Directors and resolve matters regarding the operation of KAFS.
The Statutory Auditor shall audit the financial condition of KAFS, express his/her opinions at the meetings of the Board of Directors, and report the results of audit to the General Meeting of Members.
Article 15 (Establishment of Committees)
For the purpose of enhancing the efficient performance of KAFS’s activities, the President may establish an Advisory Committee, a Planning Committee, an Operation Committee and anyother committees with the approval of the Board of Directors. Matters regarding the organization, functions and operations of committees shall be set forth separately.
Article 16 (Honorary President and Advisory Board)
KAFS may have an Honorary President and an Advisory Board consisting of a number of advisors.
A person of high moral repute and with extensive learning and experience can be appointed as anAdvisor by the Chairperson through recommendation of the President and approval of the Board of Directors. The Chairperson may designate one of the Advisors as the Chief Advisor to the President.
The Honorary President and the Advisory Board shall provide their advice to questions raised by the President and may express their opinions at meetings.
GENERAL MEETING OF MEMBERS
Article 17 (General Meeting of Members)
There shall be two types of General Meetings of Members of KAFS:(i) Ordinary, and (ii) Extraordinary.
The Ordinary General Meeting of Members shall be held in January of each year.
AnExtraordinary General Meeting of Members may be convened whenever deemed necessary by the President, by resolution of the Board of Directors or at the request of one-third (1/3) or more of the members.
Written notice of the General Meeting of Members shall state the date, time andplace of the Meeting, and the purposes for which the Meeting has been called. The noticeshall be sent by the President to all members at least seven (7) days prior to the date set for such Meeting.
Article 18 (Matters for Resolution)
The following matters require the resolution of the General Meeting of Members:
Enactment and amendment of the Articles of Association;
Approval of proposals and reports on important matters;
Approval of budget and accounts
Appointment and dismissal of officers
Dissolution or consolidation of KAFS; and
Other important matters
Article 19 (Method of Resolution)
All resolutions of the General Meeting of Members shall be adopted by the affirmative vote of a majority of the members present; provided, however, that in case of a tie, the President shall have the decisive vote. Provided, further, that the Articles of Association cannot be amended without the affirmative vote representing more than two-third (2/3) of the members present.
Article 20 (Minutes)
The substance of the General Meeting of Members shall be recorded in minutes taken of the meeting and shall be preserved after being affixed with the names and signatures of the President and three (3) members present as designated by the President.
BOARD OF DIRECTORS
Article 21 (Board of Directors)
The Board of Directors shall consist of the Directors. The President and the Deputy Presidents shall be automatically deemed as the Directors, and the number of such automatically deemed Directors may not exceed one-half (1/2) of the total number of Directors.
Article 22 (Convening of the Meeting of Board of Directors)
The meeting of the Board of Directors shall be convened by the Chairperson. A written notice of the meeting of the Board of Directors stating the agenda of the Meeting shall be sent to all Directors at least seven (7) days prior to the date set for such Meeting.
Article 23 (Matters for Resolution)
The Board of Directors shall deliberate and resolve on the agenda for the General Meeting of Members, matters set forth in the Articles of Association, and basic matters concerning the operation of KAFS, as proposed by the President.
Article 24 (Method of Resolution)
The quorum for the Board of Directors shall bethe presence of at least one half (1/2) of the Directors in office, and all resolutions of the Board of Directors shall require the affirmative vote of a majority of the Directors present; provided that in case of a tie, the President shall determine the matter.
Article 25 (Expenses)
The expenses of KAFS shall be paid out of admission fees, membership fees, subsidies, donations and other income. If the association is dispersed, residual property reverts in a local autonomous entity.
Article 26 (Fiscal Year)
The fiscal year of KAFS shall begin on January 1 and end on December 31 of each year. Annual donations collected and details of spending must be open to the public and published on an website.
Article 27 (Secretarial Office)
KAFS shall have a secretarial office in order to handle the duties of KAFS.
Article 28 (Staff and Staff Organization)
Staff of the secretarial office shall be appointed and dismissed by the President.
The staff organization and important by-laws of the secretarial office shall be determined by the Board of Directors.
These Articles of Association shall come into force from the date when the Minister of Foreign Affairs approves the establishment of KAFS.
Notwithstanding the provisions of Article 6, the promoters and the founding members of KAFS shall be members under Article 5.
Amendment to these Articles of Association shall be effective from the date when such amendment is approved at the General Meeting of Members.