Articles & Bylaws

Chapter 1 General Provisions

Article 1 (Name)

The name of this corporation shall be “Philanthropy Society, an incorporated association” (hereinafter the “Corporation”), and its English name shall be “Korea Society of Philanthropy” (abbreviated as “KSoP”).

Article 2 (Location)

The office of the Corporation shall be located in Seoul (Room 1829, Yongbieocheonga, 36 Saemunan-ro 3-gil, Jongno-gu, Seoul), and branch offices (chapters) may be established where necessary.

Article 3 (Purpose)

The purpose of the Corporation is, based on the spirit of philanthropy, to contribute to the spread of a philanthropic spirit and culture that solves social problems by revitalizing sharing and giving through a wide range of related academic research and the exploration of concrete methods of practice.

Article 4 (Activities)

To achieve the purpose set out in Article 3, the Corporation shall carry out the following activities.

1. Surveys and research on the theory and practice of philanthropy

2. Policy development and institutional improvement for the expansion of the philanthropy sector

3. Academic activities, including hosting domestic and international conferences and other lectures related to philanthropy

4. Publication of journals, books and other publications related to philanthropy

5. Capacity-building programs related to philanthropy, such as education, consulting and coaching, for the government, local governments, public institutions, private companies, local communities and others

6. Activities related to CSV (creating shared value) and CSR (corporate social responsibility)

7. Philanthropy-related certification programs

8. Philanthropy-related scholarship programs

9. Other activities necessary to achieve the purpose of the Corporation

Chapter 2 Members

Article 5 (Eligibility)

Members are those who agree with the founding intent and purpose of the Corporation, have submitted a membership application and have paid the membership fee, and are classified as follows.

1. General members shall be persons falling under any of the following items.

a. University faculty members interested in philanthropy

b. Legal professionals and corporate executives interested in philanthropy

c. Heads and staff of philanthropy-related organizations

d. Graduate students enrolled in master's or doctoral programs who are interested in philanthropy

e. Members of the public interested in philanthropy who are recommended by a member

2. Regular members shall be general members who are recommended by an officer and approved by the Board of Directors

3. Honorary members shall be individuals, organizations or companies that have made a great contribution to the development of the Corporation and that are recommended by an officer and approved by the Board of Directors.

4. Institutional members shall be institutions that are interested in or related to philanthropy and that have paid the prescribed membership fee.

Article 6 (Rights and Obligations)

Members of the Corporation shall have the following rights and obligations.

1. Rights

a. The right to vote and stand for election in the Corporation, and other voting rights (limited to regular members)

b. The right to present at academic conferences

c. Other rights as members of the Corporation in accordance with general practice

2. Obligations

a. Members are obliged to pay membership fees, and the membership of a person who has not registered (paid membership fees) for three or more consecutive years without good reason may be suspended by resolution of the Board of Directors.

b. A member who acts in violation of ethics or causes financial loss or damage to the reputation of the Corporation may be expelled by resolution of the Board of Directors.

c. Other obligations as members of the Corporation in accordance with general practice

Article 7 (Withdrawal)

Any member who wishes to withdraw from the Corporation may freely do so by submitting the reason in writing. However, membership fees already paid shall not be refunded.

Chapter 3 Officers

Article 8 (Officers)

① The Corporation shall have directors and auditors as its officers.

② The directors of the Corporation shall be as follows.

1. One President

2. One Senior Vice President

3. One Vice President

4. Four Directors

③ There shall be two auditors.

Article 9 (Election and Term of Officers)

① Officers of the Corporation must be regular members.

② Officers, including the President and the Senior Vice President, shall be elected at the General Assembly for a term of two years and may be reappointed. However, the General Assembly may, by resolution, delegate the appointment of Vice Presidents and Directors to the President.

③ When an officer's position becomes vacant, a successor shall be elected at the General Assembly within two months of the date of the vacancy, and the successor's term shall be the remainder of the predecessor's term.

④ Even after the expiry of their term, officers shall continue to perform their duties as officers until their successors take office.

⑤ When officers are elected, the election shall be registered with the competent court within three weeks of the date of the election and then reported to the competent authority.

Article 10 (Duties of Officers)

① The President shall oversee the affairs of the Corporation, represent the Corporation and chair the General Assembly and the Board of Directors.

② The Senior Vice President shall assist the President, shall assume the duties of the President in the event of the President's incapacity, and, unless there are special reasons, shall be nominated as the next President.

③ The Vice President shall assist the President.

④ Officers other than the auditors shall attend the Board of Directors and resolve matters concerning the affairs of the Corporation.

⑤ The auditors shall perform the following duties.

1. Auditing the financial condition of the Corporation

2. Auditing the operation and business of the General Assembly and the Board of Directors

3. Where an audit under items 1 and 2 reveals any irregularity or impropriety, requesting corrective action from the Board of Directors and reporting to the competent authority

4. Where necessary for the request for corrective action and report under item 3, requesting the convening of the General Assembly or the Board of Directors

5. Stating opinions on the financial condition and business of the Corporation to the General Assembly, the Board of Directors or the President

Article 11 (Dismissal of Officers)

Where an officer commits any of the following acts, the officer may be dismissed by resolution of a majority of all directors of the Board of Directors.

1. Violating official duties or acting in a manner unbecoming of an officer

2. Acts contrary to the purpose of the Corporation

3. Disputes among officers, accounting fraud or seriously improper conduct

4. Acts that obstruct the business of the Corporation

Article 12 (Disqualification of Officers)

A person falling under any of the following shall not become an officer.

1. A person who is incompetent or quasi-incompetent under adult guardianship

2. A bankrupt person who has not been reinstated

3. A person whose qualifications have been lost or suspended by a court judgment or under other laws

4. A person for whom three years have not passed since the execution of a sentence of imprisonment without labor or a heavier sentence was completed (including where it is deemed completed) or exempted

5. A person who is within the period of a suspended sentence of imprisonment without labor or a heavier sentence

Chapter 4 General Assembly

Article 13 (Composition of the General Assembly)

The General Assembly is the highest decision-making body of the Corporation and shall consist of regular members.

Article 14 (Types and Convening)

① The General Assembly shall be divided into the regular General Assembly and the extraordinary General Assembly, and shall be convened by the President.

② The regular General Assembly shall be convened by the President in December of each year.

③ The President may convene an extraordinary General Assembly when necessary.

④ To convene the General Assembly, the President shall notify each member in writing (including electronic documents), specifying the agenda, date, time and place, no later than seven days before the meeting.

Article 15 (Quorum)

① Except as otherwise provided in these Articles of Incorporation, the General Assembly shall be opened with the attendance of a majority of all members and shall resolve by the affirmative vote of a majority of the members present.

② Voting rights at the General Assembly may be delegated in writing to another member attending the General Assembly. In this case, the proxy shall be submitted to the chair before the General Assembly begins.

Article 16 (Matters for Resolution)

The regular General Assembly shall resolve the following matters.

1. Matters concerning the election and dismissal of the President

2. Budget and settlement of accounts

3. Amendment of the Articles of Incorporation

4. Other important matters

Article 17 (Exclusion from Resolutions)

A member shall not take part in a resolution in any of the following cases.

1. When a resolution concerns the member personally in the election or dismissal of officers

2. When, in matters related to the giving and receiving of money or property, litigation or the like, the interests of the member conflict with those of the Corporation

Chapter 5 Board of Directors

Article 18 (Composition of the Board of Directors)

The Board of Directors shall consist of the officers.

Article 19 (Convening of the Board of Directors)

① Meetings of the Board of Directors shall be divided into regular meetings and extraordinary meetings.

② Regular meetings shall be held quarterly, four times a year, and extraordinary meetings shall be convened at the request of one-third or more of all directors or when the President deems it necessary.

③ When the President intends to convene a meeting of the Board of Directors, the President shall notify the directors of the purpose and agenda of the meeting and its date, time and place no later than seven days before the meeting. However, this shall not apply where there is a justifiable reason recognized as urgent.

Article 20 (Matters for Resolution by the Board of Directors)

The Board of Directors shall deliberate on and resolve the following matters.

1. Matters concerning the execution of business

2. Matters concerning the operation of the activity plan

3. Matters concerning the preparation of the budget and the statement of accounts

4. Matters concerning amendments to the Articles of Incorporation

5. Matters concerning financial management

6. Matters concerning agenda items to be submitted to the General Assembly

7. Matters delegated by the General Assembly

8. Matters falling within its authority under the provisions of the Articles of Incorporation

9. Matters concerning membership

10. Deliberation on and ratification of resolutions of the Steering Committee

11. Matters concerning the appointment and dismissal of staff

12. Other matters that the chair refers to it as important to the operation of the Corporation

Article 21 (Quorum)

① The Board of Directors shall be opened with the attendance of a majority of all directors.

② Except as otherwise provided in these Articles of Incorporation, decisions of the Board of Directors shall be made by the affirmative vote of a majority of the directors present.

③ Those eligible to attend the Board of Directors may take part in a resolution in writing or delegate their voting rights to the Chair of the Board.

Article 22 (Written Resolutions)

① For minor or urgent matters among those to be referred to the Board of Directors, the chair may have them resolved in writing. In this case, the chair shall report the results to the next meeting of the Board of Directors.

② Where a majority of all directors requests that a matter subject to written resolution under paragraph 1 be referred to the Board of Directors, the chair shall comply.

Chapter 6 Committees

Article 23 (Steering Committee)

① The Board of Directors may establish a Steering Committee for the operation of the Corporation.

② The Steering Committee shall consist of the chairs of the divisional committees, and the Senior Vice President shall be its chair.

③ The Steering Committee shall be convened by its chair and shall deliberate on matters necessary for the operation of the association, such as the establishment of activity plans for each field.

④ With the delegation of the General Assembly, the Steering Committee may deliberate on agenda items concerning the meeting as a whole.

Article 24 (Divisional Committees)

① Divisional committees may be established to achieve the purposes of the Corporation.

② Details on the operation of divisional committees shall be prescribed separately.

Article 25 (Executive Committee)

① The Board of Directors may establish an Executive Committee for the operation of the Corporation.

② The Executive Committee shall carry out resolutions of the Steering Committee that have been ratified by the Board of Directors.

Chapter 7 Finances

Article 26 (Finances)

① The finances of the Corporation shall consist of members' membership fees, donations, royalties and other revenue.

② Where necessary for the activities of the Corporation, special membership fees may be collected by resolution of the General Assembly.

③ The joining fee of the Corporation shall be determined by the Board of Directors.

④ The Corporation may collect publication fees for papers published in its journal.

Article 27 (Fiscal Year)

The business and fiscal year of the Corporation shall run from January 1 to December 31.

Article 28 (Budget and Settlement of Accounts)

① The budget and activity plan for each year shall be subject to resolution by the Board of Directors.

② Any addition to or change in the budget shall also be subject to resolution by the Board of Directors.

③ The settlement of revenues and expenditures for each year shall be audited, ratified by the Board of Directors and then reported to the General Assembly.

Article 29 (Remuneration of Officers)

No remuneration shall be paid to officers other than the standing director who oversees the affairs of the Corporation. However, actual expenses necessary for the performance of duties may be paid.

Chapter 8 Administrative Office

Article 30 (Secretariat)

① A Secretariat shall be established to handle the affairs of the Corporation.

② The Secretariat may have a Secretary General and the necessary staff.

③ The Secretary General shall be appointed by the President following a resolution of the Board of Directors.

④ Matters concerning the organization and operation of the Secretariat shall be prescribed separately following a resolution of the Board of Directors.

Chapter 9 Supplementary Provisions

Article 31 (Dissolution of the Corporation)

① To dissolve the Corporation, a resolution shall be passed at the General Assembly by the affirmative vote of two-thirds or more of all members and reported to the competent authority.

② Upon dissolution, the residual assets shall, with the permission of the competent authority, be vested in the State, a local government or another nonprofit corporation with a similar purpose.

Article 32 (Amendment of the Articles of Incorporation)

To amend these Articles of Incorporation, a resolution shall be passed by the affirmative vote of two-thirds or more of all directors at the Board of Directors and two-thirds or more of all members at the General Assembly, and the permission of the competent authority shall be obtained.

Article 33 (Business Reports)

The activity plan and budget for the following year, and the activity performance report and statement of income and expenditure for the current year, shall be reported to the competent authority within two months after the end of the fiscal year. In this case, an inventory of property, a statement of the status of business and an audit report shall also be submitted.

Article 34 (Applicable Provisions)

Matters not provided for in these Articles of Incorporation shall be governed, mutatis mutandis, by the provisions of the Civil Act concerning incorporated associations and by general practice.

Article 35 (Establishment of Rules)

Matters necessary for the operation of the Corporation other than those prescribed in these Articles of Incorporation shall be prescribed in rules following a resolution of the Board of Directors.

Article 36 (Minutes)

① Minutes recording the following matters shall be kept for the proceedings of the General Assembly and the Board of Directors.

1. Date, time and place

2. Matters concerning the opening and closing of the meeting

3. The number and names of all directors

4. The directors present and their names

5. Agenda items and matters discussed and resolved

6. A summary of the proceedings and their results

② The minutes shall bear the names and seals of the chair and the directors present.

③ The minutes shall be kept at the Secretariat of the Corporation.

Addenda

Article 1 (Effective Date) These Articles of Incorporation shall take effect on the date of permission by the competent authority, the Ministry of Health and Welfare.

Article 2 (Transitional Provisions) Acts performed by the founders and others for the establishment of the Corporation at the time these Articles of Incorporation take effect shall be deemed to have been performed in accordance with these Articles of Incorporation.

Article 3 (Founders' Names and Seals) To establish the Corporation, these Articles of Incorporation have been prepared, and all of the founders (promoters) have signed and sealed them as shown in the attached sheet.