Articles of Association of CEM-TP

Chapter 1. General Provisions

Article 1 (Name)

This incorporated association shall be called “Crisis and Emergency Management: Theory and Praxis” (hereinafter referred to as “the Association”).

Article 2 (Purpose)

The purpose of this Association is to promote research on crisis and emergency management and, through the establishment of a collaborative research community among scholars and experts in related academic fields, to contribute to the academic systematization and development of crisis and emergency management.

Article 3 (Office)

The principal office of this Association shall be located at the Chungbuk Bio-Industry Convergence Institute, 194-25 Osong Saengmyeong 1-ro, Osong-eup, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, 28160, Republic of Korea.

Article 4 (Projects)

In order to achieve the purpose set forth in Article 2, this Association shall carry out the following projects:

Publication of specialized academic journals on crisis management research

Holding of academic conferences, lectures, symposiums, and other academic events

Academic activities such as establishing policy alternatives and conducting research and investigations

Academic exchange and cooperation with domestic and international industry, academic, and research institutions and organizations related to crisis management

Other projects suitable for achieving the purpose of this Association, excluding support for or sponsorship of any specific political party or politician

Chapter 2. Members

Article 5 (Qualification and Classification of Members)

(1) Members of this Association shall support the purpose and founding intent set forth in Article 2 and submit the prescribed membership application; admission shall be determined by resolution of the Board of Directors.

(2) Members of this Association shall be classified as life members, director members, general members, and student members. Detailed matters concerning membership qualifications, admission fees, etc., shall be determined separately by regulations of the Board of Directors.

Article 6 (Rights of Members)

(1) Members may participate in all projects promoted by the Association, shall be provided with the Association’s materials and publications, and may inspect materials concerning the operation of the Association.

(2) Regular members shall have the right to vote, the right to be elected, and the right to elect at the General Assembly.

Article 7 (Duties of Members)

(1) Members shall comply with the Articles of Association and other regulations of this Association and shall carry out resolutions of the General Assembly and the Board of Directors.

(2) Members of this Association shall pay the prescribed membership fees and other assessments.

Article 8 (Withdrawal and Expulsion of Members)

(1) A member of this Association may withdraw of his or her own free will.

(2) A member who has damaged the honor of this Association may be expelled by resolution of a majority of the directors in office at the Board of Directors; provided, however, that the Chairperson shall report such expulsion to the next General Assembly.

(3) A member who has lost membership status due to withdrawal or expulsion may not claim any right to fees or other payments already made.

Chapter 3. Directors and Auditors

Article 9 (Types and Number of Directors and Auditors)

This Association shall have the following directors and auditors:

Directors: up to 10 persons (including 1 Chairperson)

Auditors: 2 persons

Article 10 (Election of Directors and Auditors)

(1) The Chairperson shall be elected from among the directors by the Board of Directors.

(2) Directors and auditors shall be elected at the General Assembly from among the regular members.

(3) The Board of Directors may, by resolution, appoint a representative for the development of the projects of Crisis and Emergency Management: Theory and Praxis.

(4) If, due to special circumstances of this Association, the General Assembly cannot be convened and the term of office of the incumbent directors and auditors expires before successors are elected, the Chairperson shall convene the General Assembly within one month.

(5) Successors to directors and auditors whose terms have expired shall be elected within two months before the expiration of the term, and successors to directors and auditors whose positions become vacant shall be elected within two months from the date the vacancy arises.

(6) When directors and auditors are elected, registration with the competent court shall be completed within three weeks from the date of election, and the competent authority shall be notified thereafter.

Article 11 (Dismissal of Directors and Auditors)

(1) A director or auditor who commits any of the following acts may be dismissed by resolution of the General Assembly:

Acts contrary to the purpose of this Association

Acts obstructing the business of this Association

(2) A director or auditor who commits any of the following acts shall be dismissed by resolution of the Board of Directors:

Disputes among directors and auditors, or accounting fraud

Significantly improper conduct by a director or auditor

Article 12 (Grounds for Disqualification of Directors and Auditors)

A person falling under any of the following shall not become a director or auditor:

A person adjudicated incompetent or quasi-incompetent

A person declared bankrupt whose rights have not been reinstated

A person whose qualifications have been revoked or suspended by a court judgment or otherwise

A person who has received a suspended sentence of imprisonment or greater and is still within the suspension period

Article 13 (Term of Office)

(1) The term of office of directors shall be four years and that of auditors two years; directors may serve consecutive terms. However, the term of office of half of the initial directors and auditors shall be set at half of the standard term, and the term of a director or auditor elected to fill a vacancy shall be the remaining term of the predecessor.

(2) If a vacancy occurs among directors or auditors during their term, a successor shall be appointed in accordance with the provisions of the Articles of Association, and the term of the director or auditor so appointed shall be the remaining term of the predecessor.

(3) Even after the expiration of a director’s or auditor’s term, for the continuation of the Association’s business the predecessor shall continue to perform the duties of the office with the due care of a good manager until the successor is elected and takes office.

Article 14 (Duties of Directors and Auditors)

(1) The Chairperson shall represent this Association, serve as chair of the General Assembly and the Board of Directors, and oversee duties delegated by the General Assembly and the Board of Directors.

(2) When the Chairperson is unable to act, the most senior director shall act on behalf of the Chairperson.

(3) Directors shall perform the following functions:

Investigating and receiving reports on the operation and property status of the Association

Attending meetings of the Board of Directors to resolve on matters concerning the Association’s business, and handling matters delegated by the Board of Directors, the Chairperson, or the representative

Other matters within the duties of directors as determined by the Association

(4) Auditors shall perform the following duties:

Auditing the property status of the Association

Auditing the operation of the General Assembly and the Board of Directors and matters related to their business

Where fraud or impropriety is found as a result of the audits under items 1 and 2, requesting corrective action from the Board of Directors or the General Assembly and reporting the same to the competent authority

Requesting the convening of the General Assembly or the Board of Directors when necessary to make the corrective request or report under item 3

Expressing opinions to the General Assembly, the Board of Directors, the Chairperson, and the representative regarding the property status and business of this Association

Matters delegated by the General Assembly

(5) Directors and auditors may not concurrently hold both positions.

Chapter 4. General Assembly

Article 15 (Composition of the General Assembly)

The General Assembly is the supreme decision-making body of this Association and shall be composed of regular members.

Article 16 (Types and Convening of the General Assembly)

(1) The General Assembly shall be divided into the Ordinary General Assembly and the Extraordinary General Assembly, and shall be convened by the Chairperson.

(2) The Ordinary General Assembly shall be convened not later than one month before the start of each fiscal year, and in principle shall be held once a year.

(3) The Extraordinary General Assembly shall be convened when deemed necessary by the Chairperson or the Board of Directors, or when requested by at least one-third of the members.

(4) To convene the General Assembly, the Chairperson or the Board of Directors shall specify the agenda, date, time, and place of the meeting and notify each member in writing no later than seven days before the meeting.

Article 17 (Special Provisions for Convening the General Assembly)

(1) The Chairperson shall convene the General Assembly within 20 days from the date of a request to convene in any of the following cases:

When a majority of the directors in office request the convening, specifying the purpose of the meeting

When an auditor requests the convening pursuant to Article 14(3)(iv)

When at least one-third of the members in the register request the convening, specifying the purpose of the meeting

(2) If the person authorized to convene the General Assembly is absent from office or avoids convening it, making it impossible to convene the General Assembly for seven days or more, the General Assembly may be convened with the consent of a majority of the directors in office or at least one-third of the members in the register.

(3) At a General Assembly convened pursuant to paragraph (2), the chair shall be elected under the presiding of the most senior director in attendance.

Article 18 (Matters for Resolution by the General Assembly)

The General Assembly shall resolve on the following matters:

Matters concerning the qualifications of directors and auditors

Matters concerning the dissolution of the Association and amendment of the Articles of Association

Approval of the budget and settlement of accounts

Reporting and approval of the business plan

Matters falling within the authority of the General Assembly under the Articles of Association

Major agenda items submitted by the Board of Directors or members

Other important matters

Article 19 (Quorum for Resolutions)

Except for matters otherwise provided in the Articles of Association, the General Assembly shall open with the attendance of a majority of the members in the register and shall resolve with the consent of a majority of the members present.

Article 20 (Grounds for Exclusion from Resolutions)

The General Assembly shall restrict the voting rights of the chair or a member with respect to the following matters:

Matters concerning the commencement and resolution of a legal dispute between the chair or a member and the Association

Matters involving the receipt or payment of money or property in which the interests of the chair or a member conflict with those of the Association

Article 21 (Minutes)

(1) The following matters concerning the proceedings of the General Assembly shall be recorded in the minutes:

Date, time, and place of the meeting

Names of those in attendance

Agenda items and resolutions

Other necessary matters

(2) The minutes shall be signed by the chair and the directors and auditors in attendance.

Chapter 5. Board of Directors

Article 22 (Composition of the Board of Directors)

The Board of Directors shall be composed of the Chairperson and the directors.

Article 23 (Convening of the Board of Directors)

(1) The Board of Directors shall be divided into the Ordinary Board of Directors and the Extraordinary Board of Directors.

(2) The Ordinary Board of Directors shall be held once a year, and the Extraordinary Board of Directors shall be convened upon the request of an auditor or at least one-third of the directors, or when the Chairperson deems it necessary.

(3) When the Chairperson intends to convene a meeting of the Board of Directors, he or she shall notify the directors and auditors of the purpose, agenda, date, time, and place of the meeting no later than seven days before the meeting; provided, however, that this shall not apply where there is a justifiable reason recognized as urgent.

Article 24 (Matters for Resolution by the Board of Directors)

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

Matters concerning approval of new member admissions

Matters concerning decisions to expel members

Matters concerning the finalization of long- and short-term business plans

Matters concerning the preparation of the budget and settlement of accounts

Matters concerning approval of activities necessary to achieve the purposes prescribed in the Articles of Association

Matters concerning the examination of agenda items to be submitted to the General Assembly

Matters delegated by the General Assembly

Other matters concerning the execution of business and matters falling within the authority of the Board of Directors under the Articles of Association

Article 25 (Quorum for Resolutions)

The Board of Directors shall open with the attendance of a majority of the directors in office and shall resolve with the consent of a majority of the directors present.

Article 26 (Prohibition of Resolution by Written Consent)

Resolutions of the Board of Directors may not be made by written consent.

Article 27 (Minutes)

(1) The following matters concerning the proceedings of the General Assembly and the Board of Directors shall be recorded in the minutes:

Date, time, and place of the meeting

Names of those in attendance

Agenda items and resolutions

Other necessary matters

(2) The minutes shall be signed by the chair and the auditors.

Chapter 6. Property and Accounting

Article 28 (Sources of Property)

(1) The property of this Association shall be divided into basic property and ordinary property as follows.

(2) Basic property shall consist of real estate or movable property related to the performance of the Association’s purpose projects, comprising property contributed by the founder(s) at the time of establishment and property designated as basic property by the Board of Directors.

(3) Ordinary property shall consist of property other than basic property.

Article 29 (Management of Property)

(1) A resolution of the General Assembly shall be required to sell, donate, lease, exchange, provide as security, or change the use of the basic property of this Association, or to waive an obligation or right.

(2) The provisions concerning amendment of the Articles of Association shall apply mutatis mutandis to changes in basic property.

Article 30 (Financial Resources)

(1) The financial resources necessary for the maintenance and operation of this Association shall consist of membership fees, donations or contributions, business income, and other income.

(2) Membership fees shall be governed by separate regulations determined by the Board of Directors.

(3) Matters concerning the accumulation and management of other income shall be determined by the Board of Directors.

(4) A resolution of the General Assembly shall be required for the Association to incur any obligation beyond the budget.

Article 31 (Fiscal Year)

The fiscal year of this Association shall follow the fiscal year of the Government.

Article 32 (Budgeting and Settlement of Accounts)

(1) The business plan and budget of revenue and expenditure of this Association shall be established within two months after the start of each fiscal year, resolved by the Board of Directors, and approved by the General Assembly.

(2) The business performance and settlement of accounts of the Association shall be resolved by the Board of Directors and approved by the General Assembly within two months after the end of the relevant fiscal year.

(3) Where the business plan and budget are changed, such change shall be resolved by the Board of Directors and reported to the next General Assembly.

Article 33 (Accounting Audit)

(1) The auditors shall conduct an accounting audit at least once a year.

(2) The auditors shall obtain the approval of the Board of Directors for the accounting audit and report it to the Ordinary General Assembly.

Article 34 (Remuneration of Directors and Auditors)

No remuneration shall be paid to directors or auditors; provided, however, that actual expenses necessary for the performance of their duties may be paid.

Article 35 (Borrowing)

A resolution of the Board of Directors shall be required for the Association to incur an obligation beyond the budget or to borrow funds.

Chapter 7. Administrative Office, Chapters, and Research Institutes

Article 36 (Establishment of the Administrative Office)

(1) This Association shall have an administrative office for the smooth conduct of its business.

(2) The administrative office may have the administrative staff and secretary(-ies) necessary to handle the affairs of the Association.

(3) Matters concerning the organization and operation of the administrative office shall be separately determined by resolution of the Board of Directors.

Article 37 (Research Institutes and Centers)

(1) This Association may establish research institutes and centers to carry out investigation and research projects.

(2) Research institutes and centers may have the researchers and staff necessary to carry out investigation and research.

(3) Matters concerning the organization and operation of research institutes and centers shall be separately determined by regulations resolved by the Board of Directors.

Chapter 8. Supplementary Provisions

Article 38 (Dissolution of the Association)

(1) To dissolve this Association, a resolution by the consent of at least two-thirds of the members in the register shall be required at the General Assembly, and approval of the competent authority shall be obtained.

(2) In the event of dissolution of this Association, the residual property shall be transferred to the North Chungcheong Provincial Office of Education.

Article 39 (Amendment of the Articles of Association)

(1) Amendment of these Articles of Association shall be proposed to the Board of Directors with the consent of at least one-half of the members.

(2) The Board of Directors shall, by the consent of a majority of the directors in office, submit the agenda item on amendment of the Articles of Association to the General Assembly.

(3) The agenda item on amendment of the Articles of Association under paragraph (2) shall be resolved by the consent of at least two-thirds of the members in the register at the General Assembly and shall require the permission of the competent authority.

Article 40 (Business Reporting)

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

Article 41 (Applicable Provisions)

Matters not provided for in these Articles of Association shall be governed by the provisions of the Civil Act concerning incorporated associations and the Regulations on the Establishment and Supervision of Non-Profit Corporations under the jurisdiction of the Ministry of Education, Science and Technology, applied mutatis mutandis.

Article 42 (Enactment of Rules)

Detailed matters necessary for the enforcement of these Articles of Association shall be determined by the Board of Directors and shall require the approval of the General Assembly.

Article 43 (Founding Directors and Auditors and Their Terms)

The directors and auditors elected at the founders’ general meeting at the time of establishment of this Association shall be deemed to have been elected pursuant to these Articles of Association. The founding directors and auditors and their terms of office of this Association are as follows.

Addendum

Article 1 (Effective Date)

These Articles of Association shall take effect from the date on which corporate registration is completed following the grant of permission to establish by the competent authority.