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Constitution

Revised in September, 2014

BY-LAWS

Section 1. APPLICATION FOR MEMBERSHIP
(a) A Candidate for membership shall submit a written and signed membership application form to the President.

(b) The completed application form shall contain the name and address of the applicant, the type of membership desired, the nature of the applicant's business or activity, the nationality of the proposed representative and statement of agreement to be bound by the Constitution and the By-Laws of the Chamber if elected, and such other information as the Executive Committee may require.

(c) All application shall be reviewed by the President and his recommendations shall be presented to the Executive Committee at the next meeting of the Executive Committee for action.
Section 2. MEMBERSHIP ELECTION
(a) Immediately after election to membership the applicant shall be so informed by the President, shall be furnished with a copy of the Constitution and the By-Laws of the Chamber and shall be enrolled as a member.

(b) The President shall furnish each newly-elected member with a certificate of membership of the appropriate classification and each such certificate shall be duly signed and authenticated by the Chairman and the President.
Section 3. REPRESENTATION
(a) Designation of a COMPANY membership representative including the voting representative shall be made to the Chamber in writing.

(b) In the event that a member desires to change any of its representatives, a new, written application or written notice shall be submitted to the President.

(c) A NON-RESIDENT member may appoint or change its representative by written notice to the President.

(d) Change of the designation of the COMPANY membership voting representative to another individual already accepted as a COMPANY membership representative, shall be made by written notification by the Company to the President.
Section 4. FEES AND DUES

(a) Each COMPANY or INDIVIDUAL membership shall upon notification of election pay an entrance fee of W150,000. Annual dues, (as hereinafter stated) and separate from entrance fee, are payable in advance or within one month from invoice date.

(b) SPECIAL COMPANY members pay no Initial fee and the annual dues are the same as COMPANY members.

(c) SPECIAL members shall pay no entrance fee, and the annual dues shall be payable in advance or within one month from invoice date.

(d) Company Associate members: Available to those individuals whose COMPANY has a COMPANY, SPECIAL COMPANY, or SPECIAL membership. Company Associate members shall pay no entrance fee, and the annual dues shall be payable in advance or within one month from invoice date.

(e) Young Professional memberships shall pay no entrance fee, and the annual dues shall be payable in advance or within one month from invoice date.

(f) NON-RESIDENT memberships shall pay no entrance fee, and the annual dues shall be payable in advance or within one month from invoice date.

(g) Fees and dues may be paid in US$ or the Won equivalent at the commercial bank commission rate of exchange prevailing on the date of payment.

(h) Annual dues are calculated when joining the Chamber by using the following formula and the dues schedule below:

(i) Dues will be recalculated annually or as called for.

(j) TABLES FOR COMPUTATION OF DUES

Dues for Company Members and Special Company Members Dues Schedule

- Special Rate for Small and Medium Size Enterprise: Global revenue below USD10 million KRW875,000
 
- Global Revenue between USD10 million ~ USD5 billion KRW1,545,000
- Global Revenue above USD5 billion, or Local Revenue exceeding KRW50 billion, or Number of Local Employee exceeding 50 KRW3,090,000 (1 Company Member)
KRW4,120,000 (1 Company Member plus 3 Company Associate Members)

Dues for Other Members Dues Schedule

- Company Associates KRW453,000
- Dues for Individual Members - US Citizens

KRW648,000

- Dues for Special Members - Embassies and Trade Offices

KRW679,000

- Dues for Special Members - Non Profit Organizations

KRW453,000

- Dues for Young Professional Members

KRW453,000

- Dues for Non-Resident Members (Out of Country / US$ only)

$567.00

Section 5. REMISSION OF DUES
The Board of Governors, in its discretion, may temporarily waive the dues of any member.
Section 6. NOMINATION PROCEDURES
(a) Nominating Committee

(1) The Chairman shall be appoint a Nominating Committee of five voting members of the Chamber among whom one shall be a member of the Board of Governors, one or more shall be chairman of standing committees, and the remainder shall be selected from other members of the Chamber. Vacancies can be filled throughout the year as required. The Chairman shall designate one member of the Nominating Committee to be Chairman.

(2) The Chairman 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.

(3) The Nominating Committee will function throughout the year at the call of the Board of Governors, and will in any case meet not later than October to select slates of Nominees for Officers and Governors for the Annual Election.

(4) Other provision of the Constitution and the By-Laws notwithstanding, a quorum of this Committee shall consist of not less than four of the members and each member shall have one vote.

(b) Selection of Candidates

(1) Prior to the first meeting of the nominating committee, the Governors may submit a list of recommendations to the Chairman of the Nominating Committee. The President shall furnish the chairman a list of the number of governors required to fill current vacancies, proportion for each category, and vacancies created by expiration of the term of office of serving governors. Normally, candidates for officer positions shall have served for at least six months as governors prior to taking office.

(2) 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.

(c) Report by the Nominating Committee

(1) The report of the Nominating Committee for the Annual Election of Officers and Board members shall include a multiple slate of Nominees 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.

(2) Reports of the Nominating Committee for the purpose of naming candidates to be balloted upon to fill interim vacancies during the Chamber year shall be made at such meetings as may be directed by the Chairman.

(3) Whenever the Nominating Committee is called upon to recommend nominees to fill any vacancy, it shall follow a policy of recommending more than one nominee for each position to be filled.

(d) 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 President of the Chamber prior to any meeting at which a report of the Nominating Committee is to be received. Such nominations shall be read to the membership at the meeting after presentation of the Nominating Committee's report.

(e) 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.

(f) Consent of Nominee

(1) All written nominations must be accompanied by a written agreement by the nominee that he will serve if elected.

(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 7. ELECTION PROCEDURES
(a) An Election Supervision Committee shall be appointed by the Chairman of Presiding Officer at the Chamber meeting, at which nominations for the Annual Election have been received, to supervise the conduct and the mailing and delivery, the receipt, the checking of the validity of the returned ballots, the counting of the ballots, and to certify the results of the Annual Election to the Honorary Chairman, or other appropriate officer, at the Annual Meeting. This Committee shall be composed of five voting members in good standing, none of whom shall be a candidate for the election, and shall include at least one member of the Board of Governors.

(b) An Election Supervision Committee, similarly composed, shall be appointed by the Presiding Officer at any Chamber meetings at which nominations are received for the purpose of filling vacancies for Officers or members of the Board of Governors during the Chamber year, and shall exercise the same duties as listed in sub-paragraph (a) above for the Annual election, except that the results of a by-election shall be certified to the President or the Presiding Officer.

(c) The Annual Election of Officers and members of the Board of Governors shall be scheduled by the Election Supervision Committee after the Chamber meeting at which nominations have been received, in order to provide ample time for the preparation and distribution of ballots to voting members. The Election Supervision Committee shall specify the closing date and hour for receipt of returned ballots, which in no case shall be less than 15 days after the mailing of the ballots to the members.

(d) The election of Officers and members of the Board of Governors shall be by secret ballot of the qualified voting members, whose dues are paid in full at least for the calendar quarter preceding that in which the election is held. No member shall cast more than one vote, except as proxy for another member.

(e) The Election Supervision Committee shall prepare and mail to each qualified COMPANY membership voting representative and to each INDIVIDUAL membership one (1) ballot, setting forth the names of each candidate who has been duly nominated. Electronic media may be used to facilitate voting. Ballots duly mailed or delivered to the President of the Chamber, shall be received by the Election Supervision Committee until the closing date and hour, as previously specified.

(f) The ballots thus received by the Election Supervision Committee shall first be checked by the President for their validity with the roster of authorized voting members and accepted proxy forms.

(g) The Election Supervision Committee will prepare a certified record of the balloting, with a list of the nominees elected as Officers and members of the Board of Governors to be presented to the Honorary Chairman or other appropriate Officer at the Annual Meeting. The certified record of the balloting shall be kept in the Chamber's office for at least six months. Upon presenting the certified list of elected nominees to the Presiding Officer at the Annual Meeting, the Election Supervision Committee shall be discharged from further duties.
Section 8.PRESIDENT
(a) The President (Executive Director or Executive Vice President, depending upon experience) shall devote his entire working time to the affairs of the Chamber except as otherwise approved as authorized by the Chairman. He shall serve as the administrative officer in change of Chamber affairs.

(b) The President shall be responsible for the care and use of Chamber property, and the Chamber seal. He shall have supervision and direction of the Chamber staff, and shall provide clerical assistance, as available, for Chamber projects. He shall attend to the representation, publicity work, and other external activities of the Chamber, providing direction and assistance for projects and objectives of the Chamber and its committees, as approved and authorized by the Chairman or the Board of Governors.

(c) The President shall, in cooperation with the elected Treasurer, be responsible for keeping the Chamber accounts and financial records, attend to collection of all fees, dues, and assessments, and provide proper accounting and disbursement of Chamber funds. As and when directed by the Chairman he shall sign with the Treasurer, or other authorized Board of Governors, all vouchers and checks and be responsible for payments and expenditures from Chamber funds.

(d) The President shall be responsible for keeping the minutes and records of business meetings of the Chamber, of the Board of Governors, and those submitted by the Standing and Special Committees. He shall attend to correspondence of the Chamber, give due notice of and coordinate all meetings of the Chamber, of the Board of Governors and the Committees, subject to the direction of the Chairman and the Board of Governors.
Section 9. ASSISTANT TO THE PRESIDENT
When employed by the Board of Governors, the Assistant to the President shall have the following responsibilities and functions: (a) The Assistant shall familiarize himself with all the functions assigned to the President per Section 8, By-Laws of the American Chamber of Commerce in Korea, and shall be prepared to assist the President in their execution. In the absence of the President, the Assistant shall assume all necessary responsibilities to insure the continuity of Chamber operations and the Execution of all functions assigned to the President.

(b) The Assistant shall assist in all internal operations of Chamber offices with specific attention to the following areas:
(1) Correspondence - Promptly answer and process routine trade inquiries, information requests, etc.
(2) Business Information - Initiate and conduct on an on-going basis information gathering and reporting on matters affecting the American business community as directed by the President; seek out and develop information as required to provide reasonably informed responses to inquiries.
(3) Publishing - Assist in preparation and follow through in publication of the bi-monthly JOURNAL, Cost-of-Living Survey, Newsletter information bulletins, etc.
(4) Meeting/Chamber Affairs - Assist the President in all arrangements as necessary for monthly luncheons, briefing breakfasts, etc. Meet with and provide information to visitors in the President's absence.
(5) The Assistant shall assume such other functions and responsibilities as directed.
Section 10. CHAMBER EMPLOYEES
The President may employ such other persons as in its opinion are necessary for the proper conduct of Chamber business. The President shall determine the salaries and remunerations of all persons employed by the Chamber.
Section 11. ELECTION TO MEMBERSHIP
The Executive Committee 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 President.
Section 12. STANDING SPECIAL COMMITTEES
(a) The Chamber may have such standing and/or special committees as may be decided by the Board of Governors. The Chairmen of such committees shall be appointed by the Chairman with the advice and consent of the Board of Governors, and said Chairmen shall select the Vice Chairman and members of each such Standing or Special Committee.

(b) Meetings of Standing and/or Special Committees shall be convened at the call of the Chairmen.
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