Section 1. Classes of Membership The qualifications for membership are stipulated in this Article 1 for each category. These categories may be changed in line with changes in the membership of the Chamber by approval of the majority of the AMCHAM Board of Governors. The classes of membership of the Chamber shall be as follows:
Section 2. Company Membership VotingCOMPANY memberships are entitled to voting status and shall be available to the following legal entities, partnerships, associates and sole proprietorships (hereinafter called "firms") which are established in or have a representative in Korea:
Section 3. Individual Membership Voting INDIVIDUAL memberships are entitled to voting status and shall be available to any U.S. citizen residing in Korea who is or has been engaged as an individual in business or a profession. A U.S. citizen working in a firm eligible for COMPANY membership may not apply for INDIVIDUAL membership.
Section 4. Special Company Membership Non-VotingSPECIAL COMPANY memberships are non-voting memberships available to those firms or organizations which do not qualify for COMPANY membership under section 2 (1) or (2) above, but whose membership, in the opinion of the Board of Directors would be mutually beneficial. Such SPECIAL COMPANY members would enjoy all of the rights and privileges of COMPANY members except the right to hold office and vote in Chamber elections. Annual dues under this category will be the same as that for the COMPANY members.
Section 5. Company Associate Membership Non-Voting COMPANY ASSOCIATE memberships are non-voting memberships open to any individual whose firm holds a COMPANY, SPECIAL COMPANY or SPECIAL membership.
Section 6. Special Membership Non-VotingSPECIAL memberships are non-voting memberships open to any organization engaged in charitable, educational, governmental, cultural, fraternal, or religious activities that are non-profit and related to the objectives of the Chamber.
Section 7. Non-Resident Membership Non-VotingNON-RESIDENT memberships are non-voting memberships open to legal entities, associates, sole proprietorships, or individuals who would otherwise qualify for COMPANY memberships or INDIVIDUAL memberships but are not residents of Korea, subject to the review and approval of the Board of Governors.
Section 8. Young Professional Membership Non-VotingYOUNG PROFESSIONAL memberships are non-voting memberships open to professionals of less than 35 years of age whose companies elect not to join but are interested in participating in Chamber activities. This category of membership is not eligible for voting or holding office.
Section 9. Honorary Membership Non-VotingHONORARY memberships are non-voting memberships available by invitation only through an appointment by the Board of Governors. They shall be entitled to all of the privileges of membership, except the right to hold office and to vote and shall be exempt from payment of entrance fees and membership dues. HONORARY memberships shall cease upon departure of the member from Korea unless extended by resolution of the Board of Governors.
Section 10. Application For Membership And EntitlementsAny individual or company who intends to join the membership of the Chamber shall file an application with the Chamber and membership shall be granted to such individual or company upon the review and approval.
Only qualified COMPANY membership voting representatives and INDIVIDUAL members with voting rights in good standing may hold an elective office in the Chamber.
Any details regarding members such as membership application procedures, designation of voting representative of a COMPANY member, delegation of voting rights, restriction on the rights of members, changes to the membership classification, the amount of membership dues, methods of payment of membership dues, etc. shall be subject to change by resolution of the Board of Governors.
In the event a NON-RESIDENT member shall become a resident in or shall maintain a representative in Korea, said member must notify the CEO or Membership Office of the change and, upon written application to and approval by the CEO, and upon meeting all other membership requirements, such membership shall be changed to the appropriate resident membership classification. Notwithstanding the foregoing, the off-shore entity may also retain a NON-RESIDENT membership.
In the event any COMPANY or INDIVIDUAL member shall become a resident outside of Korea, said membership may, upon written application and approval by the CEO, and upon meeting all other requirements, be changed to NON-RESIDENT classification.
Membership may be transferable within a company upon written application and approval by the Chamber.
The CEO shall act upon all applications for membership, including transfers of COMPANY membership voting representatives, in the Chamber, and upon any resignations thereon, unless otherwise delegated to the Membership Office.
Section 11. FEE, DUES AND ASSESSMENTS Fees and dues may be charged as provided for in the separate regulations adopted by the Board of Governors. Any change of fees or dues, or levy of assessments, shall require ratification by the affirmative vote of the majority of the Board of Governors at a duly held meeting at which a quorum is present and/or via email (or other forms of generally accepted business communication).
Section 12. BOARD OF DIRECTORS, OFFICERS AND BOARD OF GOVERNORS
The Board of Directors shall be constituted by those officers of the non-profit legal entity who are registered with the relevant authorities as bearing responsibility for the governance of the legal entity. Members of the Board of Directors shall also concurrently serve as members of the Board of Governors of the Chamber, with voting rights in both bodies. The Voting members of the Board of Directors shall be collectively referred to as Officers of the entity. The Board of Directors includes the following officers (collectively “Officers”):
An elected, rotational, non-standing Chairman of the legal entity who shall concurrently serve as the Chairman of the Board of Directors and Board of Governors, with voting rights in both Boards.
An appointed, permanent, standing Chairman/CEO under contract to the Board of Directors, who shall be the sole legal representative of the entity, and concurrently serve as a member of the Board of Governors.
Elected, rotational Directors of the legal entity who shall serve concurrently as members of the Board of Governors, with voting rights in both Boards.
Appointed, standing non-voting members of the Board of Directors that shall include past Chairmen of the Board of Directors/Governors who remain resident in Korea after the conclusion of their terms, and the Partners for the Future Foundation Chairman, the charitable arm of the Chamber.
An elected, rotational non-voting member of the Board of Directors.
The Board of Governors shall be constituted by rotational representatives elected by the General Membership to serve as the governing body of the Chamber, however only those Governors who are Officers of the Chamber and members of the Board of Directors, shall have voting rights in the legal entity.
i. Chairman of the Board
The Chairman shall serve as Chairman of the Board of Directors and Chairman of the Board of Governors. The Chairman of the Board in conjunction with the CEO shall exercise general supervision over the affairs and interest of the Chamber. The Chairman of the Board shall appoint and may remove the Chairman of all Standing and Special Committees, except where the Board of Governors shall otherwise order. He shall be an ex-officio member of all Standing and Special committees.
ii. Vice Chairs
Four additional individuals shall be nominated and elected to be Vice Chairs of the Board of Governors and shall be elected as members of the Board of Directors of the Chamber. The Chairman of the Board in conjunction with the CEO may designate any one of the Vice Chairs to act in his or her absence; failing that designation, the senior Vice Chair in the order of tenure shall exercise the power and duties of the Chairman of the Board. The Vice Chairs shall otherwise perform such duties and exercise such powers as the Chairman of the Board may from time to time direct.
iii. Standing Chief Executive Officer
The Chamber shall employ a CEO, selected by the Board of Directors and ratified by the Board of Governors, whose duties and remuneration shall be determined by the Chairman of the Board and a Search Committee (to be formed when necessary) . The CEO shall sign all official documents of the Chamber, including title deeds and contracts, and shall be authorized to execute/authorize payments, jointly with the Chief Compliance Officer or other signatories (as pre-determined and authorized) by the Board of Directors.
iv. Chief Compliance Officer
The Chief Compliance Officer shall serve as an Officer of the Chamber and non-voting member of its statutory Board of Directors. The Chief Compliance Officer, acting for the Board of Governors, shall be charged with the responsibility of overseeing the efficient management and custody of all assets and financial operations of the Chamber and all compliance with all laws and procedures related thereto. The Chief Compliance Officer shall render reports to the Board of Governors on the financial status of the Chamber at such intervals as the Board may direct, but in no case less than once a year.
v. Former Chairman
All Former Chairmen of the Chamber’s Board of Governors, including but not limited to the immediate past Chairman, shall be eligible to serve as voting members of the Board of Governors and Board of Directors, as long as they remain resident of the Republic of Korea, without limits to term.
vi. Partners for the Future Foundation Chairman
The current and past Chairman of the Partners for the Future Foundation, shall be eligible to serve as voting members of the Board of Governors and Board of Directors, as long as they remain as resident of the Republic of Korea, without limits to term.
i. Chairman of the Board of Governors (U.S. Citizen)
ii. Vice Chairs (Minimum 75% U.S. Citizens)
iii. CEO (U.S. Citizen)
iv. Chief Compliance Officer (U.S. Citizen)
v. Former Chairman (U.S. Citizen)
vi. Chairmen of Partners for the Future (No Requirement)
i. Chairman of the Board(Two, one-year terms*)
ii. Vice Chairs (Two, three-year terms*)
iii. CEO (Indefinite)
iv. Chief Compliance Officer (Two, three-year terms*)
v. Former Chairmen (As long as resident in Korea)
vi. Chairmen of Partners for the Future (Indefinite)
The Chamber shall have an elected Board of Governors, all of whom must be qualified COMPANY or INDIVIDUAL members in good standing. The Board of Governors, subject to the provisions of the Articles of Incorporation and the Articles of Governance, shall vote on and approve policies proposed by the Board of Directors and shall direct and regulate the affairs of the Chamber, and shall act in its name. Governors (excluding Officers) shall serve as Chairman or Co-Chairman of at least one Standing, or Special Committee or put forward a candidate from his or her company for consideration and must attend three quarters of all regularly called Board of Governors meetings when in country or unless otherwise excused by the Chairman of the Board. Should the Governor fail to attend the minimum number of meetings, his or her resignation shall be tendered to the Chairman of the Board who shall use his or her discretion on acceptance of such resignation. Members of the Board of Governors shall be ex-officio members of all Standing Committees.
The Chamber shall have a Board of Governors composed of at least ten (10) and not more than twenty (20) who shall be elected by the General Membership, each serving no more than 2 consecutive terms of 3 years. The number of positions shall be determined by resolution of the Board of Directors, with priority consideration given to ensuring equal and fair representation of key industry sectors, the participation of industry leading companies, and the past/present/future contributions and commitments of potential board members.
Section 13. CHAMBER EMPLOYEESThe Chamber shall maintain a staff of qualified executive management and non-management employees under direct hire to the Chamber, to execute the full scope of business functions of the Chamber, exercising legal and administrative responsibility over the Chamber’s operations and assets. The organization structure shall be proposed by the Chamber’s CEO and approved by the Board of Directors. Key positions shall include, but not be limited to the following:
i. All Correspondence, promptly responding to routine trade inquiries, member requests, external requests for information, etc.
ii. Business Information, initiating and conducting on an on-going basis, information gathering and reporting on matters affecting the American business community as directed by the CEO.
iii. Development of outreach programs, seminars and events that enable the membership to stay abreast of relevant issues;
iv. All Chamber Publications, assisting in the content preparation, marketing and distribution of Chamber publications, both print and electronic
v. Meetings/Chamber Affairs- assisting the CEO in all arrangements as necessary for General Membership Meetings, Board Meetings, Committee Meetings, Briefing Breakfasts, etc.
vi. Other duties and functions as assigned by the CEO.
The CEO may employ such other persons as in its opinion are necessary for the proper conduct of Chamber business. The CEO shall determine the salaries and remunerations of all persons employed by the Chamber.
Section 14. STANDING COMMITTEESThe Chamber shall establish and maintain certain Standing Committees as defined in this Section 14, that shall exist to perform key recurring work assigned by the Chairman of the Board in conjunction with the CEO. The Chairman of the Board and/or CEO may also appoint Special Committees on an as needed basis, for task related work. The Standing Committees shall be chaired by members from the Board of Directors appointed by the Chairman of the Board in conjunction with the CEO. The respective Standing Committee Chairs shall select their Committee members from the Board of Governors. The Standing Committees shall be as follows:
The Nominating Committee along with the CEO shall be charged with the screening, recruitment, appointment and election processes pertaining to the filling of all elected positions in the Chamber in accordance with the terms of Article IV, Section 18, Paragraph 1(a)
The Compensation Committee along with the CEO shall be charged with the screening, recruitment, annual compensation and contracting of paid full time officer level employees of the Chamber. The Committee shall assist in the development of compensation schemes for all paid employees based on industry benchmarking. The Committee shall also oversee the Chamber’s Incentive Performance Program for Chamber employees and approve all performance awards. The CEO would be recused in the Committee if his/her own compensation or performance awards were in discussion.
The Governance Committee shall serve the Board of Governors in monitoring the actions of the Chamber in the context of the Chamber’s governance structures, Articles of Incorporation and Articles of Governance to ensure adherence to the established rules and procedures for decision making in Chamber affairs. The Governance Committee shall maintain subject matter expertise in governance issues and the Articles of Incorporation and Governance of the Chamber, and provide guidance to the governing body of the Chamber on proper processes and compliance.
Section 15. ELECTED OFFICERS AND GOVERNORS
Section 16. NOMINATED NON-VOTING BOARD OF GOVERNORS The Chamber may appoint through a process of nomination by the Board of Governors, certain Honorary Board of Governor positions and Special Advisors to the Board of Governors to fulfill strategic advisory requirements deemed important to the mission of the Chamber. All such positions shall be ex-Officio, non-voting positions. These positions may include, but not be limited to the following:
The Ambassador of the United States of America to Korea shall be installed as the Honorary Chairman at a meeting of the Chamber. He or she shall hold the Honorary Chairman position throughout his or her term as Ambassador to Korea.
Key positions within the US Government on assignment to the Republic of Korea, including but not limited to the U.S. Embassy’s Minister Counselor for Economic Affairs and Minister Counselor for Commercial Affairs, upon election by the Board of Governors and upon receipt of his or her acceptance shall be installed as Honorary Governors at a meeting of the Chamber. He or she shall hold such Honorary Governor positions during their term of assignment to Korea.
The Chamber may appoint Special Advisors as non-voting members of the Board of Governors for a maximum term of two consecutive two-year terms. Special Advisors shall have unique expertise in a subject matter deemed strategic to the Chamber’s business objectives. Nominees must have served on the Board of Governors at some time in the past, or receive a waiver of past service from nominating Board of Governors, and be an active member of the Chamber in good standing. All members of the Special Advisors Group shall be selected by the Board of Directors and confirmed by the majority of the current Board of Governors.
Section 17. TERMS OF OFFICE
Should any Officer or member of the Board of Governors decline to serve or resign his or her office, or if his or her office should become vacant through reasons of health, disability, or for any other cause, the vacancy shall be filled from nominees recommended by the Board of Directors or the Nominating Committee and elected by the affirmative vote of the Board of Governors at a duly held meeting at which a quorum participates and/or via email (or other forms of generally accepted business communication). Prior notice of this election shall be given to each member of the Board of Governors. At the discretion of the Board of Governors, such vacancy may be filled by a special election following the procedures established for the Annual Election.
Section 18. ELECTION PROCESS At an Annual Election, held following receipt of nominations, held no later than, on or before the 31st day of December of each year, there shall be chosen a Chairman of the Board, a Chief Compliance Officer, the required number of Vice Chairman and Governors to serve in place of those whose terms of office shall expire at the end of the calendar year and to fill the unexpired terms of such other vacancies as such may exist. Nomination and election procedures shall be conducted in accordance with this Article 4, Section 18 of these Articles of Governance, and any change shall require ratification by the majority of general members voting in a regularly called election or via email (or other forms of generally accepted business communication). The process for this election shall be as follows:
i. The Chairman of the Board in conjunction with the CEO shall appoint a Nominating Committee of five voting members of the Chamber among whom at least one shall be a member of the Board of Governors, one shall be a member of the Board of Directors, one shall be chairman of a standing committee, and the remainder shall be selected from other general members of the Chamber. The CEO will also be a member of the Nominating Committee. Vacancies can be filled throughout the year as required. The Chairman of the Board shall designate one member of the Nominating Committee to be Chairman.
ii. The Chairman in conjunction with the CEO shall select as members of the Nominating Committee persons who do not intend to run for office insofar as he can reasonably determine such intention.
iii. The Nominating Committee shall be a Standing Committee and will function throughout the year at the call of the Board of Directors and will in any case meet not later than October to select slates of Nominees for Officers and Governors for the Annual Election.
iv. Other provisions of the Articles of Incorporation and the Articles of Governance notwithstanding, a quorum of this Committee shall consist of not less than four of the members and each member shall have one vote.
i. Prior to the first meeting of the Nominating Committee, the Governors shall be requested to submit a list of recommendations to the Chairman of the Nominating Committee.
ii. Candidates will be selected by the Nominating Committee for all vacancies and for standby governors where no vacancies are anticipated. Replacement governors for unanticipated vacancies may be selected from the standby list.
i. The report of the Nominating Committee for the Annual Election of Officers and Board members may include multiple slate of Nominees for Governor positions (but is not required) and must be presented to the Board prior to the regular meetings of the Chamber to be held on or before October 30 each year.
ii. Reports of the Nominating Committee for the purpose of naming candidates to fill interim vacancies during the year shall be made as directed by the Chairman of the Board.
i. Whenever the Nominating Committee is called upon to recommend nominees to fill any vacancy, it shall make best efforts to recommend more than one nominee for each Governor position to be filled.
ii. Written nominations for Officers and members of the Board of Governors, when signed by a proposer and seconder who are COMPANY membership voting representatives or INDIVIDUAL members, shall be submitted to the CEO of the Chamber prior to any meeting at which a report of the Nominating Committee is to be received.
iii. Nominations from the floor after presentation of the Nominating Committee's report and the reading of any written nominations, the Presiding Officer shall call for additional nominations from the floor for each elective category. Such nominations must be duly made and seconded by COMPANY membership voting representatives or INDIVIDUAL members before being recorded in the minutes of the meeting.
iv. Consent of Nominee
(1) Nominating Committee should obtain consent of the nominee that he or she will serve if elected prior to submission of such nominee’s name to be placed on a ballot.
(2) Nominations from the floor require verbal agreement given from the floor by the nominee personally at the meeting, or alternatively by a written statement of the nominee that he will serve if elected.
Section 19. TYPES OF MEETINGS
The Board of Governors shall schedule its own meetings chaired by the Chairman or in his or her absence by the senior Vice Chairman (Article III, Section 12, Paragraph 2(a)(ii) and regulate its own proceedings. It shall hold a meeting at least once each quarter and participation in such meeting may be done through electronic methods, including video conference, teleconference and other generally accepted business communication methods subject to the Chairman's approval.
An Annual Members Meeting of the Chamber will be held at an appropriate time consistent with the requirements in the Articles of Incorporation.
The Chairman and/or CEO may call special meetings of the Chamber ("Special Members Meeting") at his or her discretion, at the request of the Board of Governors, or at the written request of not less than twenty COMPANY membership voting representatives and/or INDIVIDUAL members. Minutes of the Annual or Special Members Meetings which state and outline the developments and results of the proceedings held at such meetings and signed and sealed by the Chairman or the Senior Chamber Officer present shall be maintained and such minutes shall be kept at the principal office of the Chamber (or in a generally accepted business format).
Section 20. ADMINISTRATION
An annual report shall be rendered each year by the Board of Governors to the membership incorporating reports of Standing and Special Committees, the Chief Compliance Officer and the CEO, and such other activities as may be deemed appropriate.
An annual audit conducted by an outside accounting firm shall examine and report on all financial accounts and provide a financial statement and independent auditors report to the Board of Governors each year.
The quorum required to convene a Board meeting shall be the presence of the majority voting members of the Board of Governors which can be met by a physical presence at the meeting or participation through phone, video conferencing or other generally accepted business communication methods.
Resolutions at a Board meeting shall be passed by the affirmative vote of the majority of the voting members of the Board of Governors at a duly held meeting at which a quorum is present and/or via email (or other generally accepted business communication methods). If resolutions are presented for a vote at the Annual or Special Members Meeting of the Chamber, they shall be passed by the affirmative vote of the majority of the members who casted a vote in-person or, as shall be approved by the Chairman, via phone, email or other electronic methods.
Written notices of the Annual or Special Members Meetings shall be mailed (or sent through other generally accepted business communication methods) to all resident members stating the object, time, method of attendance and place thereof, method of voting and timeline of voting (e.g. votes can be cast from the receipt of Notice until close of business the day before the Special Members Meeting) and, in the case of any meeting at which a vote of the membership is required, Notice thereof shall be mailed (or sent through other generally accepted business communication methods) to all COMPANY membership voting representatives and INDIVIDUAL members at least ten days prior to the date set for the meeting. At such meetings, no other business except that designated in the Notice shall be voted upon.
Attendance at Annual or Special Members meetings shall be optional for all members. In the event of the absence of the Chairman, the appropriate Vice Chairman, or if no Vice Chairman is available, a member of the Board of Governors designated by that body, shall preside.
In all cases where Rules of Order, questions of procedure, or matters concerning the Governing of the Chamber are not specifically covered in the Articles of Incorporation or the Articles of Governance, the Chamber shall follow the provisions of Roberts' Rules of Order.
Section 21. AMENDMENTS TO ARTICLES OF INCORPORATION Any proposed amendment to the Chamber’s Articles of Incorporation shall be considered by the Board of Governors which shall then send out due notice of the text of the proposed amendment or amendments to each voting member in advance of the meeting or balloting. Amendments to the Chamber’s Articles of Incorporation shall be adopted upon approval of the majority of AMCHAM voting members who cast a vote.
Section 22. AMENDMENTS TO ARTICLES OF GOVERNANCE The Articles of Governance may be amended at a meeting of the Board of Governors at which a quorum is present and/or via email (or other generally accepted business communication methods), unless otherwise provided for under these Articles. All changes of the Articles of Governance shall be reported to the Membership in writing.
Section 23. EFFECTIVE DATE Any amendments to the Articles of Incorporation or Articles of Governance shall take effect and be enforced immediately upon adoption via the procedures defined above.
Section 24. CONVERSION OF MEMBERSHIPS All membership in the Chamber existing on the date of the adoption of these Articles of Incorporation and Articles of Governance shall be converted by action of the Board of Governors.
Section 25. SUSPENSION OF OPERATIONS, LIQUIDATION OR DISSOLUTION If, upon suspension of Chamber operations, or liquidation or dissolution of the Chamber, there shall remain, after satisfaction of its debts and obligations, any property whatsoever, such property together with all important records shall be placed in custody of an agency of the United States Government or other entity which the Board of Governors may select and after which the Board of Governors shall be dissolved.