ARTICLES
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.

STANDING OPERATIONAL PROCEDURE FOR

KOREA WOOD BUILDING DESIGN ASSOCIATION

CHAPTER 1. 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 2. 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 3. 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 4. 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 5. 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 6. 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. 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 8. 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 9. 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.