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ARTICLES of Korea Wood Building Design Association
CHAPTER 1. GENERAL RULES
Art. 1 : Purpose
The purpose of this corporation is to the contribute to
improvement of the quality of wood building design, technology and
informations.
Art. 2 : Title
This corporation shall be called The Korea Wood
Building Design Association.
Art. 3 : Location of the office and
branches
(1) The office of the corporation shall be located at
1008-2, Daechi-dong, Kangnam-gu, Seoul Korea.
(2) Branches of the corporation shall be located in
other area.
Art. 4 : Operation
(1) For the purpose of realization of purpose mentioned
in foregoing. Art. 1, this corporation shall be engaged in the following
operations :
1. Search of measures for establishment of ideology for
wood building design education and its implementation.
2. Research, investigations, and policy development for
the purpose of promotion wood building design and technology.
3. Development and operation of model
programs.
4. Development and distribution data related to wood
building education and promotion.
CHAPTER 2. MEMBERSHIP
Art. 5 : Eligibility of membership
Membership for the corporation shall be conferred to
those who accept the purpose of establishing this corporation mentioned in Art.
1 and these who file prescribed application form and get approved from the board
of directors.
Art. 6 : Duties and rights of members
The members of the corporation shall pay membership
fees and shall possess prescribed duties and rights prescribed in this articles
of association.
Art. 7 : Withdrawal from membership
Members of this corporation may withdraw from
membership at their own discretion.
Art. 8 : Erasure from the membership
roster
Those members who commit actions contravening against
the purpose of this corporation, or do something besmirching its honor and
prestige and those who fail to pay membership fees for 2 or more years may be
removed from the membership roster at the resolution of board of
directors.
CHAPTER 3. Directors and Auditors
Art. 9 : Types of numbers of directors and
auditors
The corporation shall have directors and auditors as
follows:
(1) 1 chairman
(2) 3 Vice-chairman
(3) 15 Directors (Including Chairman and
Vice-chairman)
(4) 2 Auditors
Art. 10 : How to select directors and
auditors
(1) Directors and auditors shall be selected at the
general meeting but need to be appointed with the approval from the supervisory
agency.
(2) For dismissal, prior to expire of their tenure
resolution at the board of directors followed by approval from supervisory
agency shall be required.
Art. 11 : Term of directors and auditor
(1) The term of service for directors shall be 2 years
and 2 years for auditors. Such term can be extended.
(2) In case of any vacancy in the posts of such
directors and auditors they shall be selected supplement from the board of
directors and shall be recognized by the following annual meeting and the term
of directors or auditors so selected shall be the remainder of the term of their
predecessors.
Art. 12 : How to select chairman of the board and his
term
(1) The chairman shall be selected at the board of
directors and shall be appointed with the approval of supervisory
agency.
(2) The term of service for the chairman of the board
shall be the same as the term of service for director.
Art. 13 : Duties of chairman of the board and
directors
(1) The chairman of the board shall represent the
corporation and become chairman for general meetings, board of directors
meeting, and exercise overall control of the business of
corporation.
(2) Directors shall attend the board of directors
meeting, decide on business of the corporation, and dispose of matters being
delegated from the general meeting, the board or the chairman.
Art. 14 : Appointment of director to perform duties on
behalf of chairman
(1) In case of accidents of the chairman director who
is named by the chairman shall carry out duties of the former.
(2) During the vacancy of the chairman's post director
who is name by board of directors, shall carry out the duties of the
chairman.
(3) For the appointment mentioned above, Clause 2
decisions on this appointment shall be made with the attendance of the majority
of quorum of directors and by the majority of votes from the attending directors
under presidership of senior director.
Art. 15 : Duties of auditor
Auditor shall carry out duties mentioned in the
following :
1. Auditing the status of property of the
corporation
2. Auditing operations of board of directors and its
business
3. Report and demand corrections of any irregularities
or illegalities found as a result of auditing mentioned in above No.1 and 2 to
the general meeting and board of directors.
CHAPTER 4. General Meeting
Art. 16 : Function of the general meeting
The general meeting shall decide on the following
items:
1. Selection of directors or auditors
2. Approval of business plan
3. Approval of budget or final accounts
4. Changes in articles of association
5. Other matters of major importance
Art. 17 : Calling the general meeting
(1) General meeting are divided into regular general
meeting extraordinary general meeting. Regular general meeting shall be called
once a year during February. Extraordinary meeting may be called by the chairman
of the board from time to time.
(2) Chairman of the board shall note agenda and send
the notice 7 days in advance from the data of meeting to all
members.
(3) The general meeting may decide on the agenda
already notes as described in Clause (2) above.
Art. 18 : Quorum for general meeting
(1) General meeting shall be called to order with the
attendance of majority members on the roster.
(2) General meeting shall make decisions with majority
approbation. Provided that at the time of a tie vote, the chairman shall have a
casting vote.
Art. 19 : Special cases for calling general
meeting
(1) When there is demand to call the meeting based on
each of causes mentioned in the following, then the chairman shall call the
general meeting within 20 days from the date of such demand :
1. When majority of the incumbent directors demand it
by noting the purpose of such meeting
2. When the auditor demands to call the meeting on the
grounds mentioned in No. 4, Art. 15
3. When 1/3 or above demand calling of the meeting with
indication of the purpose of such meeting
(2) When calling the general meeting is impossible due
to absence of the person entitled to call the meeting or such person is avoiding
to call it then general meeting can be called with the approbation of the
majority of incumbent directors or 1/3 or above may call general meeting with
the approval from supervisory agency.
(3) During the general meeting, mentioned in No. (3)
above, the senior director among attending directors shall preside the
meeting.
Art. 20 : Exclusion from voting in the general
meeting
When the member or chairman fall under each of the
following provisions they shall be precluded from voting on a given
issue.
1. Issue on the appointment or dismissal of directors
or auditors
2. Issue on receiving or giving money or property and
when the interest of a certain member contravenes against that of the
company.
CHAPTER 5. Board of Directors
Art. 21 : Functions of board of directors
Board of directors shall decide on the following items
:
1. Execution of business
2. Business operations
3. Preparation of budget accounts
4. Matters which are delegated from the general
meeting
5. Matters which fall under its power by these articles
of association
6. other important matters
Art. 22 : Quorum for resolution
(1) Board of directors can not be called to order
unless majority of incumbent
directors attend.
(2) Decisions at the board of directors are made with
majority approbation votes of attending directors. Provided that, in case of a
tie, vote the chairman shall have a casting vote.
(3) Resolutions at the board of directors shall be made
with the majority of attending directors with Republic of Korea
nationality.
(4) Auditor may attend board of directors meeting and
present his views.
Art. 23 : Calling Board of Directors
Meeting
(1) Board of directors meeting shall be called by the
chairman and he shall become chairman for such board meeting.
(2) When calling board of directors meeting it is
desired to notice with indication of the purpose of the meeting shall be sent to
each director 7 days before the date of meeting.
(3) Board of directors meeting may decide on the agenda
already mentioned in the notice in above No. (2). provided that, when all the
incumbent directors are
attending and they approve unanimously then matters
which are not included in
the said notice may be subject to
decision.
Art. 24 : Special cases for calling the board of
directors meeting
(1) When demands to call the board of directors meeting
are made, which fall under each of the following descriptions, then the chairman
shall call the meeting within 2O days from the date of such demand
:
1. When the majority of the incumbent directors
demanded it by noting the purpose of such meeting
2. When the auditor demands to call the meeting on the
ground mentioned in No. 4 of Art. 15.
(2) Calling of the meeting becomes impossible when
there are more than 7 days due to vacancy of the post, the person entitled to
call the meeting or his avoidance to call it, will then be by the approbation of
incumbent directors and with approval from supervisory agency. The said meeting
can be called.
(3) Board of directors meeting pursuant to clause 2
above shall be presided by senior director who shall name the
chairman.
Art. 25 : Prohibition of voting by written
instrument
CHAPTER 6. Finance &
Accounting
Art. 26 : Finance
(1) Financing for the corporation shall be appropriated
from the following incomes :
1. Membership fee
2. Income for operations
3. Aids and subsidies
4. Other incomes
(2) The amount of the membership fee for this
corporation shall be decided by the resolution of the board of
directors.
Art. 27 : Fiscal year
The fiscal year of the corporation shall conform to the
same as the government.
Art. 28 : Revenue and expenditures and
budget
Revenues, expenditures, and budgets of the corporation
shall be submitted to the supervisory agency together with business plan one
month before the beginning of each fiscal year after being approved by the board
of directors and general meeting.
Art. 29 : Obligations besides budgets
etc.
Any financial obligations besides budget or waive of
credit shall be subjected to approval at the general meeting and supervisory
agency.
CHAPTER 7. Additional Rules
Art. 30 : Dissolution
To dissolve the corporation by the approbation of 2/3
or above majority of the incumbent members is required, then it shall be
permitted from the Minister of Construction and Transportation.
Art. 31 : Belonging of properties of the dissolved
corporation
When the corporation is dissolved any property being
left after dissolution shall belong to the Ministry of Construction and
Transportation.
Art. 32 : Revision of articles of
Association
To revise these articles of association approbation of
2/3 majority of incumbent directors and resolution at the general meeting shall
be required, then it shall be approved by the Minister of Construction and
Transportation.
Art. 33 : Executive provisions
Detailed provisions required for the execution of this
articles of association shall be decided by the chairman with the consent from
the board of directors.
CHAPTER 7-a. General Rules
Art. 1 : Purpose
This procedure is designed to prescribe general
provisions for the organization and operation of the corporation pursuant to
Art. 33 of the articles of the association.
Art. 2 : Scope
Scope of application of this procedure shall include
provisions on special members, chairman group, steering
committee(sub-committee), education center and secretariats, research center,
and the branch office as well as its compositions, and the works.
CHAPTER 7-b. Special Members
Art. 3 : Special Members
The corporation shall have the following special
members who are not members of the general meeting :
1. Company member : Those individuals or groups which
pay special membership fee and take required steps.
2. Participating member : Those individuals who
participated to lifelong educational programs and took required
steps
3. Honorary member : Those who contributed meritorious
service for the growth of this corporation and are recommended by the board of
directors
4 . Associate Member :
Art. 4 : Counsellor to the chairman
The board of directors may name or recommend counsellor
to the chairman
CHAPTER 7-c. Managing
Director
Art. 5 : Managing director
(1) The Chairman of the board may appoint a few
managing directors among current directors for the purpose of more effective
operation of the corporation.
(2) The board of managing directors shall review and
decide on the agenda to be referred to board of directors and what are delegated
to them from the former.
(3) During an accident, the managing director who is
named by the chairman of the board, shall execute business on behalf of the
chairman.
CHAPTER 7-d. Steering Committee
Art. 6 : Steering Committee
(l) For me effective operation of this corporation, the
chairman of the board may nominate members of the steering committee within 50
members from chairman of each sub-committee, director and deputy director of
education center, director of research institute, general secretary, head of each
branches, and others.
(2) Steering committee shall be called by the chairman
of the board and he shall become its chairman
(3) The chairman of the board shall name one deputy
chairman with the consent from the board of directors.
(4) Steering committee shall decide on the matters
delegated from the general meeting and board of directors
CHAPTER 7-e. Various types of
committees
Art. 7 : Committees
For the purpose of executing operations of this
corporation committees shall be organized from the members of a given committee which
are nominated by the chairman of the board. Each committee shall have one
chairman but they shall be selected by the board of directors with the
recommendation of the chairman of the board
1. Planning committee
2. Finance committee
3. Education and Research Committee
4. Architectural Design Committee
5. Construction and Material Committee
6. International Committee
7. Industries-Academia Collaboration
Committee
8. Other required committees
CHAPTER 7-f. Wood Building Design
Institute
Art. 8 : Design Institute
(l) For the purpose of managing educational affairs,
this corporation education
center shall be installed and the center shall consists
of a director for the center, deputy director under him, planning office,
academic affairs office and counselling office
CHAPTER 7-g. Secretariat
Art. 9 : Secretariat
(1) A secretariat responsible for administration of the
corporation general secretary, director of the secretariat, general affairs
section, business section and external affairs section shall be
installed.
(2) General secretary shall be appointed by the
chairman of the board with the consent from the board of directors
(3) The chairman of the board shall appoint directors
of the secretariat and each manager by the recommendation of general
secretary.
CHAPTER 7-h. Supplementary Rules
Art. 12 : Detailed rues for execution
The board of directors shall separately prescribe
required rules of execution to execute this regulation.
Art. 13 : Effective date
(1) This regulation shall be effective from the date of
resolution by the board of directors.
(2) Revisions of this regulation shall be effective
from May. 10, 2002.
(l) For the purpose of managing educational affairs,
this corporation education center shall be installed and the center shall consists
of a director for the center, deputy director under him, planning office,
academic affairs office and counselling office
CHAPTER 7-i. Supplementary Rules
Art. 12 : Detailed rues for execution
The board of directors shall separately prescribe
required rules of execution to execute this regulation.
Art. 13 : Effective date
(1) This regulation shall be effective from the date of
resolution by the board of directors.
(2) Revisions of this regulation shall be effective
from May. 10, 2002.
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