AOI

THE CANADIAN CHAMBER OF COMMERCE IN KOREA
ARTICLES OF INCORPORATION

CHAPTER I. GENERAL PROVISIONS

1. Name
This non-profit corporation shall be known as The Canadian Chamber of Commerce in Korea (“CanCham”)
in English.
2. Domicile
The legal domicile of CanCham shall be in the city of Seoul, Korea.
3. Objectives
The objectives of CanCham shall be as follows:
a. To promote the development of commerce and trade between Canada and Korea;
b. To represent, express, and give effect to the opinions of the Canadian business community which are doing business in Korea regarding trade, commerce, finance, industry, the Korean or Canadian economy and related questions;
c. To represent the Korean/Canadian agents who conduct business in Korea for a Canadian company;
d. To collect, evaluate, and disseminate among its members statistical and other information concerning commerce or other undertakings of interest to them. To associate and cooperate with other organizations sharing mutual interests;
e. To hold social and charitable events related to Canada-Korea relations and, as is determined by the Board (as defined below) and members; and
f. To do any and all other things incidental or related to the attainment of the above objectives.
4. Business Scope and Activities
The business scope and activities of CanCham in carrying out its objectives shall be as follows:
a. The holding of membership networking events and activities to build client relationships and serve members’ needs;
b. The holding of regular business luncheons and forums to provide opportunities to meet distinguished leaders and notable experts face-to-face;
c. Collaboration with other business, government and chamber bodies or associations to share information and arrange meetings of joint interest;
d. Promotion of public and media relations through mediums such as CanCham’s website, newsletters, events and outreaches to connect members with each other and with Korean government bodies and affiliations;
e. Publications of annual networking directories;
f. The holding of social events to bring together CanCham’s members and members of the Korean and Canadian communities; and
g. The lobbying of both Korean government and Canadian government authorities regarding the issues and interests of CanCham’s members.

CHAPTER II. MEMBERSHIP

5. Types of Membership
a. There shall be four (4) types of voting memberships for CanCham, the number and types of which may change as directed by the Board from time to time:
i. Platinum Membership: Any corporation with five (5) or more employees. Up to three (3) individuals within such corporation are entitled to register under a single membership.
ii. Patron Membership: Any larger corporation or agency wishing to maintain a high profile at the Chamber and in the Canadian business community in Korea. In the case of a larger corporation or agency, up to five (5) individuals are entitled to register under a single membership.
iii. Corporate Membership: Any larger corporation or agency wishing to maintain a high profile at the Chamber and in the Canadian business community in Korea. In the case of a larger corporation or agency, up to five (5) individuals are entitled to register under a single membership.
iv. Individual Membership: Any individual who wishes to play an active role in the Chamber as a business professional.
b. The particulars concerning acceptability of any applicant to membership, the rights and privileges of the membership and any restriction thereof, etc. shall be determined and/or amended at any time by the Board as deemed necessary.
c. No membership of CanCham shall entitle any member of CanCham any right to distribution of any profits or surplus which CanCham may record for any given fiscal year. No individual member shall be entitled to hold any asset or property which is designated to be utilized by CanCham.
6. Fees
Membership fees will be set by the Board and may be changed by its ordinary resolution (i.e.simple majority) from time to time.
7. Membership Rights
a. Each Platinum Member of CanCham shall have a right to cast five (5) votes at annual general meetings of CanCham or any other meetings convened as necessary, provided that its membership standing is up to date without any arrears in payments of membership fees.
b. Each Patron Member of CanCham shall have a right to cast three (3) votes at annual general meetings of CanCham or any other meetings convened as necessary, provided, that its membership standing is up to date without any arrears in payments of membership fees.
c. All other paid members of CanCham, including Corporate and Individual Members, shall have a right to cast one (1) vote.
d. Each Platinum Member, Patron Member and Corporate Member of CanCham shall designate one (1) individual as its representative to exercise its voting rights.
e. Any voting member of CanCham may exercise its vote through a valid proxy, subject, however, to applicable Korean law governing proxies. The proxy shall submit document(s) evidencing his right to vote on behalf of the applicable member, prior to the meetings being convened.
f. Only the representatives of the Platinum Members, Patron Members, Corporate Members or Individual Members in good standing may hold office on CanCham’s Board of Directors (the “Board”).
8. Withdrawal or Expulsion of Members
a. Any member of CanCham is free to voluntarily withdraw from its membership by giving written notice to the Chairperson or authorized designee at CanCham.
b. CanCham may expel, by a resolution of the Board, any member whose continued membership is considered detrimental to CanCham’s interests, an obstacle to the achievement of CanCham’s objectives, or in non-compliance with its membership obligations for one (1) year or more. However, the member facing expulsion shall have a reasonable opportunity to answer any allegation of detriment, the procedure by which shall be determined by the Board.
c. A member that has forfeited its membership status through withdrawal or expulsion shall not have the right to claim any paid-up membership fees.

CHAPTER III. DIRECTORS

9. Directors
a. The Board shall consist of at least three (3) directors (collectively, the “Directors”, and each a “Director”), one (1) of whom shall be the Chairperson of CanCham.
b. At the Board’s discretion, a Vice-Chairperson may also be appointed from among the Directors in order to perform official functions of the Chairperson in his or her absence, or any other functions as may be prescribed by the Board.
c. At least one (1) Director shall be in charge of accounting and treasury functions of CanCham (the “Treasurer”).
10. Term of Office and Appointment of Directors
a. Directors may be elected at an ordinary general meeting or extraordinary general meetings of the members of CanCham for 3 year terms, unless the Board otherwise determines to extend the term of office for any members of the Board.
b. Nominations for members of the Board can be made by any member of CanCham in good standing during the nomination period. The candidate nominated for membership on the Board may accept his or her nomination voluntarily.
c. When a vacancy arises in the post of a Chairperson or other Directors of CanCham, the Board may provisionally nominate and elect a replacement for the vacant post for the balance of the term of his or her predecessor.
d. The Chairperson must be either a Canadian citizen or a permanent resident of Canada. The Chairperson is responsible for ensuring there is a nomination slate of candidates to run for the Board, for approval at each ordinary general meeting of the members of CanCham. The Chairperson will also, as stated above, receive and include any nominations from the general membership provided there is a written notice of at least fifteen (15) days.
11. Directors’ Salaries
No salary shall be payable to the Directors. Notwithstanding the foregoing, the staff and other hired employees of CanCham shall be entitled to remuneration as prescribed by the Board.
12. Directors’ Duties
The duties of the members of the Board shall be as set forth below:
a. Chairperson shall:
i. Preside over all meetings of the Board and CanCham’s annual ordinary general meetings;
ii. Facilitate the election and appointment procedures for Directors, including the Chairperson, and act as a nominating committee;
iii. Attend, for and on behalf of CanCham, all official functions and meetings;
iv. Facilitate and oversee the preparation and execution of CanCham’s annual budget plan;
v. Oversee human resources of CanCham: retain and exercise an exclusive right to hire and lay off employees of CanCham; and
vi. Be the authorized signatory on all accounts and expenses of CanCham.
b. Treasurer shall:
i. Prepare and submit to the Board all financial reports and budget plans;
ii. Prepare and present yearly financial statements at the annual general meetings of CanCham;
iii. Monitor cash flow of CanCham; and
iv. Advise the Board on issues pertaining to budgets and expenses.
c. Directors shall:
i. Attend meetings of the Board and annual ordinary general meetings of CanCham;
ii. Review budgetary and financial information and provide input as requested by the Board;
iii. Promote and facilitate new memberships for CanCham;
iv. Promote the interests of the Canadian business community in Korea;
v. Promote and facilitate Korean investment and business into Canada;
vi. Vote on issues and agenda raised at meetings of the Board; and
vii. Oversee and ensure that the objectives of CanCham are faithfully implemented in accordance with the spirit of CanCham and these Articles of Incorporation.

CHAPTER IV. BOARD OF DIRECTORS

13. Board
The Board shall consist of the Directors (including the Chairperson).
14. Meetings of the Board
a. Meetings of the Board shall consist of ordinary meetings and extraordinary meetings.
b. Ordinary meetings of the Board shall be convened once a year, and EBC meetings are held regularly throughout the year. Extraordinary meetings shall be convened at the request of one (1) or more Directors or as the Chairperson deems necessary.
c. Except where reasonable circumstances of urgency exist, the Chairman shall convene a Board meeting by providing no less than seven (7) days’ notice of the meeting to the Directors, including the date, venue and purpose and agenda of the meeting.
15. Matters for Board Resolution
The Board shall consider and resolve on the following types of matters:
a. Operational matters;
b. Matters relating to the implementation of annual business plans;
c. Matters relating to the preparation of budgets and balance sheets;
d. Any matters delegated to the Board by a general meeting of the members;
e. Any other matters of importance to the management of CanCham as the Chairperson may place on the agenda for the Board meetings.
16. Quorum for Board Meetings
The quorum required to convene a Board meeting shall be the presence of a majority of the Directors then in office, and resolutions at such meeting shall be passed by the affirmative vote of the majority of Directors present at the meeting.

CHAPTER V. GENERAL MEETINGS OF CANCHAM’S MEMBERS

17. General Members’ Meetings
General meetings of the members of CanCham shall consist of the members of CanCham and shall have the highest decision-making power within CanCham.
18. Types of Members’ Meetings and Convening of Members’ Meetings
a. General meetings of the members of CanCham shall consist of ordinary general meetings and extraordinary general meetings, and shall be convened by the Chairperson.
b. An annual ordinary general meeting of the members (an “AGM”) shall be held once a year on a date determined by the Board, and extraordinary general meetings of the members shall be held as deemed necessary by the Chairperson.
c. The Chairman shall convene a general meeting of members by providing no less than seven (7) days’ written notice of the meeting to the Directors, clearly setting forth the date, venue and purpose and agenda of the meeting.
19. Matters for Members’ Resolutions
Unless otherwise resolved by the Board, the following matters shall be decided at an AGM:
a. Elections of Directors and the Chairperson;
b. Dissolution of CanCham and any amendments to these Articles of Incorporation;
c. Acquisitions and disposals of any permanent property of CanCham and any borrowings;
d. Approvals of budgets and settlements of accounts; and
e. Other important matters.
20. Proxy Voting
a. All members absent from an AGM or extraordinary general meeting of members will have the right to cast their vote by way of delegation, via a proxy, to the Board so as to allow the Board to vote as it chooses, unless the absent member chooses to provide its proxy to another member to vote on its behalf.
b. The Board can void a proxy vote if it is found that a proxy vote was not given with the permission of the absent member.
c. In order to facilitate a proxy vote, notification from the absent member should be received by the Board at least five (5) days prior to the AGM or extraordinary general meeting where the vote of the member is to be cast. Such notification should clearly specify which attending member would vote for the absent member.
21. Quorum for Members’ Meetings
Except certain matters which by law must be determined by special resolutions of general meetings of members, such as amendment of these Articles of Incorporation, all ordinary resolutions may be passed by the affirmative vote of a simple majority of the votes held by members present in person or by proxy at the relevant members’ meetings convened to pass such ordinary resolutions. The quorum required to convene any members’ meeting at which an ordinary resolution is to be passed shall be the presence in person or by proxy of twenty percent (20%) of the combined voting Platinum Members, Patron Members, Corporate Members and Individual Members.

CHAPTER VI. ACCOUNTING AND PROPERTY MATTERS

22. Fiscal Year
The fiscal year of CanCham shall begin on January 1 of each year and shall end on December 31st of each year.
23. Operation of CanCham
Any and all expenses and costs for operation and management of CanCham and its activities shall be made available from the membership fees, sponsorship donations and any other method permitted by the Board and under applicable law.
24. Property and Assets To Be Held in the Name of CanCham
All property and assets, such as bank accounts, real and personal property, equipment, etc., which are to be held and utilized for the activities of CanCham, shall be held in the name of CanCham, and all transactions purported to be carried out by CanCham shall in fact be carried out in the name of CanCham.
25. Financial Statements
a. Treasurer shall prepare for each fiscal year the following documents and their supplementary data and a business report, and submit them to the Board not later than three (3) weeks before the day set for the AGM of CanCham:
i. A balance sheet;
ii. An income statement; and
iii. Proposals for appropriation of retained earnings or deficits.
b. Chairperson shall submit the above-mentioned documents and the Treasurer’s report to the AGM of CanCham for its approval.

CHAPTER VII. SUPPLEMENTARY PROVISIONS

26. Quorum for Amendments to Articles of Incorporation
In order to change the Articles of Incorporation at an AGM or any extraordinary general meeting of the members of CanCham, a special resolution approved by an affirmative vote representing at least 2/3 of the votes held by the Platinum Members, Patron Members, Corporate Members and Individual Members present in person or proxy at the relevant AGM or extraordinary general meeting of members is required. The quorum required to convene any AGM or extraordinary general meeting of members at which a special resolution is to be passed shall be the presence in person or by proxy of twenty percent (20%) of the combined voting Platinum Members, Patron Members, Corporate Members and Individual Members.
27. Dissolution
Any dissolution of CanCham shall require the affirmative vote by at least one quarter (1/4) of the then current members of CanCham at a general meeting of members of CanCham and a report thereof to the relevant governmental authority with jurisdiction over CanCham.
28. Residual Property
Any residual property remaining at time of dissolution of CanCham shall be vested in national or local government bodies or a non-profit corporation with similar purposes to CanCham, after resolution by a general meeting of members of CanCham and the approval of the relevant governmental authority with jurisdiction over CanCham.
29. Report of Liquidation
Upon completion of any liquidation of CanCham, the liquidator shall register and report such liquidation to the relevant governmental authority with jurisdiction over CanCham in accordance with Article 94 of the Civil Code.
30. Matters Not Provided in these Articles of Incorporation
Matters not provided in these Articles of Incorporation shall be addressed in accordance with the resolutions passed at AGMs or extraordinary general meetings of the members of CanCham and the scheduled meetings of the Board, and the applicable laws of the Republic of Korea.
31. By-laws
a. The Board may, from time to time, establish by-laws in order to direct operation and management of CanCham (the “By-laws”).
b. The By-laws of CanCham may be established or amended by an ordinary resolution of the Board.
These Articles of Incorporation of The Canadian Chamber of Commerce in Korea have been prepared as set forth above.

Dated Friday, September 2nd, 2016