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Constitution

Revised in September, 2014

ARTICLE V

Section 1. OFFICERS AND BOARD OF GOVERNORS
(a) Officers: The Chamber shall have a Chairman, four Vice Chairmen and a Treasurer, who shall be known as the Officers of the Chamber, who shall concurrently be members of the Board of Governors, and who must be U.S. citizens with the possible exception of one Vice Chairman. The most recent former Chairman residing in Korea shall serve on the Executive Committee in an ex-officio capacity. Any other former Chairman residing in Korea may serve as a non-voting member of the Board of Governors. The officers of the Chamber, one ex-officio former Chairman and the President shall constitute the Executive Committee.

(b) The immediate past Chairman shall become an ex-officio, non-voting member of the Executive Committee for a term of one year and shall remain an ex-officio, non-voting member of the Board of Governors provided he or she remains a resident of Korea and a COMPANY or INDIVIDUAL member in good standing. The Chairman of the Partners for the Future Foundation shall also be an ex-officio, non-voting, member of the Board of Governors.

(c) The Executive Committee shall be responsible for developing policy and planning for the Chamber and shall meet at the call of the Chairman. The Chairman charges each member of the Executive Committee with staff supervision of specified committees and such other duties as he directs.

(d) Governors: The Chamber shall have a Board of Governors. all of whom must be qualified COMPANY or INDIVIDUAL members in good standing.

(e) Chairman:The Chairman shall be elected by the affirmative vote of the majority of the Board of Governors at a duly held meeting or via email (or other forms of generally accepted business communication) in which a quorum participates. The Chairman shall exercise general supervision over the affairs and interest of the Chamber. The Chairman 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. He shall sign all official documents of the Chamber, including title deeds and contracts, and shall be authorized to execute/authorize payments, jointly with the Treasurer or other signatory authorized by the Board of Governors.

(f) Vice Chairman: There shall be four Vice Chairmen elected from among company members or individual members. The Chairman, in writing to the President, may designate any one of the Vice Chairman to act in his or her absence; failing that designation, the senior vice chairman in the order of election shall exercise the power and duties of the Chairman. The Vice Chairmen shall otherwise perform such duties and exercise such powers as the Chairman may from time to time direct. One or more of the Vice Chairman may be designated alternate to the Chairman as signatory to checks, notes, or other drafts upon Chamber accounts.

(g) Treasurer: The Treasurer, acting for the Board of Governors, shall be charged with the responsibility of directing the efficient management and custody of all assets and financial operations of the Chamber and all accounting procedures related thereto. The Treasurer shall be authorized to execute/authorize payments with other authorized signatories. The Treasurer 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. The Treasurer will also be responsible for the preparation and initial presentation to the Board of Governors of the proposed budget for the upcoming fiscal year, which shall be performed no later than the first quarter of the year for which the budget is being prepared.

(h) President: The Chamber shall employ a President (title may be Executive Director or Executive Vice President depending upon experience) who shall be selected and appointed by the Board of Governors and whose duties and remuneration shall be determined by the Chairman and the Executive Committee.

(i) Honorary Chairman: The Ambassador of the United States of America to Korea upon election by the Board of Governors and upon receipt of his or her acceptance shall be installed as the Honorary Chairman at a meeting of the Chamber. He or she shall hold the Honorary Chairman during his or her term as Ambassador to Korea.

(j) Special Advisor: The Chamber may appoint up to four Special Advisors as non-voting members of the Board of Governors for a term of two years provided he or she has served on the Board of Governors some time in the past and is a member in good standing. All members of the Special Advisors Group shall be selected and confirmed by the majority of the current Board of Governors.
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