Articles of Association | Unification Culture Corporation

Introduction

Articles of Association

Introduction

Articles of Association

Introduction

통일문화의 정관을 소개합니다.

Articles of Incorporation

CHAPTER I - GENERAL PROVISIONS: Article 1. Company Name
The name of the Company is “사단법인 통일문화통일문화” in Korean and “Unification Culture Corporation” (the “Company”) in English.; Article 2. Purpose
In accordance with the Civil Act and the Rules on the Establishment and Supervision of Nonprofit Corporations by the Ministry of Unification, the Company contributes to Korean reunification by means of cultural activities, such as sports, movies, and concerts.; Article 3. Location of Head Office; (1) The head office of the Company shall be located in Seoul, Korea.; (2) The Company may establish sub-offices, if necessary.; Article 4. Business Activities; To achieve purpose described in the Article 2, the Company is to engage in the following business activities:; (1) Movement of sending soccer balls to children in North Korea; (2) Setting the tone for Korean reunification through cultural activities, such as sports, movies, concerts, etc.; (3) Creating a platform for inter-Korean exchange and cooperation; (4) Hosting seminars, forums, conferences and publishing magazines, which are related to Korean reunification; (5) Inter-Korean cooperation related to business, economics, productivity, quality, and industry; (6) Social responsibility to make a happier society together, such as donation, charity, sharing, volunteer, scholarship, etc.; (7) All activities incidental to the above
CHAPTER II - MEMBERS: Article 5. Membership; (1) Member of the Company refers to an individual or group who signed up for the membership since the individual or group supports purpose described in the Article 2 and reason for the establishment of the Company.; (2) An individual or group who wants to be a member shall duly submit membership application form to the Company.; (3) Provisions relating to membership dues shall be set by the Board of Directors separately.; Article 6. Rights of Members; (1) Member shall have a right to vote and to be elected (active and passive suffrage) for officers of the Company; and, member shall have a right to attend a General Meeting to suggest opinions on the activities of the Company and to approve resolutions.; (2) Documents and publications of the Company shall be provided to members; and, members can inspect documents relating to the operation of the Company.; Article 7. Obligations of Members; A member is obliged to do the following Subparagraphs:; (i) Observation of this Articles of Incorporation and all other rules and regulations; (ii) Following through resolutions of General Meetings and the Board of Directors meetings; (iii) Payment of membership dues; Article 8. Withdrawal and Termination of Members; (1) Member can withdraw at his or her membership at will by submitting membership withdrawal form.; (2) Member can be terminated by the resolution of the Board of Directors when member defames the Company, prevents the Company from performing its purpose, or disobeys the obligations of the members for more than a year.; (3) When a member is disqualified as a result of withdrawal or termination as described in the Paragraphs above, the member is not allowed to exercise rights of members, such as paid membership dues, etc.
CHAPTER III - OFFICERS: Article 9. Number and Types of Officers; The Company shall appoint officers as following Subparagraphs:; (i) 1 chief director; (ii) 5 to 15 directors (including chief director); (iii) 1 to 2 statutory auditors; Article 10. Appointment of Officers; (1) The officers of the Company are elected at a General Meeting. However, the chief director will be elected among the directors.; (2) Successors of the officers whose term will end shall be elected within two (2) months from the end of his or her term.; (3) Newly elected officer(s) shall be registered with the court and reported to the competent authorities within three (3) weeks from the date of appointment.; Article 11. Dismissal of Officers; Officers can be dismissed by the resolution of a General Meeting if an officer is to engage in the activities described in the following Subparagraphs:; (i) Activities against purpose of the Company; (ii) Disputes among officers; accounting fraud; or gross misconduct; (iii) Activities preventing the Company from performing its purpose.; Article 12. Disqualification of Officers; Any person who falls on the following categories cannot be an officer of the Company:; (i) An incompetent or quasi-incompetent; (ii) A bankrupt who has not yet reinstated; (iii) A person disqualified or suspended by the rulings of the court, etc.; (iv) A person punished with imprisonment without prison labor or more severe punishment within three years after the date on which the execution has been completed or remitted; (v) A person punished with imprisonment without prison labor or more severe punishment, however, the execution of sentence has still been suspended.; Article 13. Standing Directors; (1) To engage in business activities of the Company, a standing director can be appointed by the Company.; (2) A standing director shall be appointed by a chief director after the resolution of the Board of Directors.; (3) A standing director is directed by a chief director to take charge of the operation of the Company.; Article 14. Terms of Office; A director and auditor of the Company shall serve a three-year term; and, they can be reappointed. In the event of a vacancy on the officers, the Company shall appoint a replacement to serve the remainder of the unexpired term of the vacant office.; Article 15. Duties of Officers; (1) A chief director shall represent the Company, be responsible for the operation of the Company, and be a chairperson at a General Meeting and Board of the Directors.; (2) A director shall attend Board meetings to resolve matters of the Company and carry out matters delegated by the Board of Directors or chief director.; (3) An auditor shall do the things described in the following Subparagraphs:; (i) Audit of the assets of the Company; (ii) Audit of the operation of General Meeting and Board of Directors and relevant matters; (iii) Requesting a correction at General Meeting or Board of Directors if anything wrong or unjust are found as a result of audit described in (i) and (ii), and report to the competent authorities.; (iv) Demanding a General Meeting or Board of Directors to make a correction or report for the events described in the Subparagraph (iii); (v) Making statements to General Meeting, Board of Directors, or chief director regarding the assets and the operation of the Company
CHAPTER IV - GENERAL MEETING: Article 16. Standing Directors; The General Meeting shall be the highest decision-making body of the Company and shall be composed of all the members.; Article 17. Calling a General Meeting and Types of the Meeting; (1) A regular or special General Meeting shall be called by a chief director.; (2) A regular General Meeting shall be called no later than a month prior to the beginning of every fiscal year, while a special General Meeting shall be called, if necessary, by a chief director.; (3) A chief director shall make a notification to each member no later than seven (7) days prior to the Meeting including agenda, date, and place by document, text, or email.; Article 18. Standing Directors; (1) A chief director shall call a General Meeting within twenty (20) days from the requested date if requested by the occasions described in the following Subparagraphs:; (i) When the majority of directors request a General Meeting by presenting the purpose of the meeting; (ii) When an auditor requests a General Meeting by the provisions of Article 16, Paragraph 3, Subparagraph 4; (iii) When more than one third of the members request a General Meeting by presenting the purpose of the meeting; (2) A General Meeting can be called by the majority of directors or more than one third of the members if the meeting cannot be called more than seven (7) days due to the absence of chief director or the unwillingness of chief director.; (3) When a General Meeting is called by the Paragraph 2 above, the eldest director shall preside over the meeting to elect a chairperson.; Article 19. Resolutions of General Meeting; A General Meeting decides and passes resolutions relating to the matters described in the following Subparagraphs:; (i) Matters relating to election and removal of the Officers; (ii) Matters relating to the dissolution of the Company and the amendments of the Articles of Incorporation; (iii) Matters relating to dissolution and acquisition of corporate assets; (iv) Approval of budget and financial statements; (v) Approval of business plans; (vi) Other matters deemed important; Article 20. Quorum for General Meeting; A member is not allowed to participate in passing a resolution if the resolution is involved as described in the following Subparagraphs:; Article 21. Reason for Not Participating in the Resolution; Except as otherwise provided by this Articles of Incorporation, a General Meeting can be held by the presence of majority of registered members and can pass a resolution by a simple majority vote of the members being present.; (i) When passing a resolution relating to the member in the election or removal of the Officers; (ii) When there is a conflict of interest between the member and the Company regarding the receipt of money and assets, or matters relating to lawsuits, etc.
CHAPTER V - BOARD OF DIRECTORS: Article 22. Composition of Board of Directors; Board of Directors shall be composed of chief director and all the directors.; Article 23. Calling a Board of Directors Meeting; (1) The Board of Directors meetings may be held as a regular or special Board of Directors meeting.; (2) Regular meetings shall be held semi-annually, while special Board of Directors meetings shall be called at the request of more than one third of auditors or directors, or by the chief director, if necessary.; (3) The Board of Directors meeting is convened by a notice including the date, time and venue of the meeting and its detailed agenda; and, the notice should be made no later than seven (7) days prior to the scheduled meeting date. However, if there are urgent reasons to call the meeting, this notice requirement shall be waived.; Article 24. Resolutions of Board of Directors Meeting; A Board of Directors meeting decides and passes resolutions relating to the matters described in the following Subparagraphs:; (i) Matters relating to the management of the Company; (ii) Matters relating to the operation of business plans; (iii) Matters relating to the preparation of budget and financial statements/dd>; (iv) Matters relating to the changes of Articles of Incorporation; (v) Matters relating to the management of corporate assets/dd>; (vi) Matters relating to agendas presented to General Meeting; (vii) Matters delegated by the General Meeting; (viii) Matters belongs to the Board of Directors by the provisions of this Articles of Incorporation; (ix) Other matters raised by the chief director, which are deemed important for the operation of the Company; Article 25. Quorum for Board of Directors Meeting; A Board of Directors meeting can be held by the presence of majority of all directors and can pass a resolution by a simple majority vote of the directors being present.; Article 26. Written Resolutions; (1) A chief director can pass a resolution for miscellaneous or urgent matters through written resolutions. The result of written resolutions shall be reported at the following Board meeting by chief director.; (2) When the majority of all directors request the written resolutions in the Paragraph 1 above be proposed for the consideration of adoption by the Board meeting, the chief director shall do so accordingly.
CHAPTER VI - ASSETS AND ACCOUNTING: Article 27. Types of Corporate Assets; (1) Corporate assets shall be composed of income-producing assets and operating assets.; (2) Income-producing assets refer to personal property or real estate which are involved in the performance of the essential business of the Company, and they are assets given to the Company by the founder or assets set by the Board of Director as income-producing assets.; (3) Operating assets refer to assets other than income-producing assets.; Article 28. Management of Corporate Assets; Board of Directors and General Meeting should adopt a resolution when the resolution is involved in the sale, gift, lease, exchange, provision of collateral, change of use in terms of corporate assets (including giving up the obligations and rights related to the assets).; Article 29. Resources of Funds; Resources of funds, required to maintain and operate the Company, are described in the following Subparagraphs:; (i) Membership dues; (ii) Grants of government (including local governments); (iii) Donations; (iv) Income generated from income-producing assets; (v) Other income; (vi) Funds raised shall be used for public interest, such as social welfare, culture, arts, education, religion, charity, academic research, and shall not be used for the interest of members and for the endorsement and support of a political party or candidate for public office.; (vii) The Company shall publish a report on the annual funds raised and the amounts used by the end of March in the following year on the website of the Company.; Article 30. Fiscal Year; Fiscal year of the Company is the same as the fiscal year of government.; Article 31. Preparation of Budget and Financial Statements; (1) Business and budget plans shall be resolved by the Board of Director and be approved by General Meeting a month prior to the beginning of fiscal year.; (2) Performance of business and financial statements shall be resolved by the Board of Directors and be approved by General Meeting within two (2) months from the end of fiscal year.; Article 32. Financial Audit; Financial audit of the Company shall be conducted at least once in a year.; Article 33. Compensation of Officers; Matters relating to compensations of standing directors and employees shall be resolved by the Board of Directors and governed by separate provisions.; Article 34. Borrowings; Matters relating to the borrowings shall be resolved by the Board of Directors.
CHAPTER VII - SECRETARIAT: Article 35. Secretariat; (1) Secretariat, directed by the chief director, shall perform the administrative work for plenary sessions.; (2) Secretariat shall comprise a Secretary-General and such staff as the Company may require.; (3) The Secretary-General shall be appointed or dismissed by chief director upon the resolution of the Board of Directors.; (4) Matters relating to the structure and operation of the Secretariat shall be governed by separate provisions upon the resolution of the Board of Directors.
CHAPTER VIII - SUPPLEMENTARY PROVISIONS: Article 36. Dissolution of the Company; (1) The dissolution of the Company shall be resolved by a three-fourths vote of all members at a General Meeting and reported to the competent authorities.; (2) In case of dissolution, remaining assets are transferred to government (including local governments) or other not-for-profit organization with a similar purpose upon the approval of the competent authorities.; Article 37. Change of Articles of Incorporation; To amend provisions contained in this Articles of Incorporation, the competent authority approval is required after the resolution at a Board of Directors meeting passed by a two-thirds vote of all registered directors and by a two-thirds vote of members with majority of the members present at a General Meeting.; Article 38. Report on the Business of the Company; Business and budget plans in the following year and report on business performance and financial statements in that fiscal year shall be reported to the competent authorities within two months from the end of the fiscal year. In this case, list of corporate assets, report on current status of business, and auditor’s report shall be accompanied.; Article 39. Provisions to be Applied Mutatis Mutandis; Provisions not provided in this Articles of Incorporation are applicable, mutatis mutandis, to the provisions related to incorporated association in the Civil Act and the Rules on the Establishment and Supervision of Nonprofit Corporations by the Ministry of Unification.; Article 40. Enactment of the Rules; Rules not specified in this Articles of Incorporation, but necessary for the operation of the Company, shall be set by the resolution of the Board of Directors.; Article 41. Minutes; (1) Resolutions of the General Meetings and the Board of Directors shall be recorded in the minutes.; (2) The proceedings and results of a meeting shall be recorded in minutes; and, the minutes shall be signed and sealed by chairperson and a director being present.; (3) A chief director shall keep Minutes at the registered office of the Company.
MISCELLANEOUS (February 7, 2015): Article 1. Enforcement Date; This Articles of Incorporation shall take effect upon the approval of the competent authorities.; Article 2. Transitional Measures; This Articles of Incorporation shall apply to the matters which have taken place before the enforcement of this Articles of Incorporation, such as work of promoter for the establishment of the Company.; Article 3. Signature and Seal of Founders; To establish this Company, this Articles of Incorporation shall be prepared, signed and sealed by all founders as follows.
MISCELLANEOUS (May 23, 2020): Article 1. Enforcement Date; This Articles of Incorporation shall take effect upon the approval of the competent authorities.