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정관 |
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정관 |
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Article 1 - Name and Office
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a |
The persons who have acceded or will accede to this Constitution
form an association called the European Union Chamber of Commerce
in Korea, hereinafter referred to as the “EUCCK”.
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b |
The EUCCK’s legal status shall be governed by this Constitution,
the Management Guidelines and by the Laws of the Republic of Korea
(ROK)
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c |
The EUCCK has its registered office in the Republic of Korea in
Seoul
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Article 2 - Purpose and Tasks
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a |
The EUCCK has the task to promote bilateral economic and social
relations between the European Union ( EU ) and Korea.
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b |
| Ⅰ. |
Provide an organization that will enable greater association
between the EU and Korean business communities having business
interests in Korea and the EU; |
| Ⅱ. |
Represent the economic interests of businessmen from the EU
in dealing with government departments, public authorities and
other organizations in the EU and Korea |
| Ⅲ. |
Collect and distribute information on the economic situation
in the EU and Korea and report on industrial and commercial
developments in the form of circulars, annual reports, newsletters,
press-conferences, seminars, etc, through the office of the
Secretary General. |
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c |
The EUCCK will carry out its activities in close cooperation with
the Commission of the European Union, the organizations and authorities
of member countries and Korea.
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d |
The EUCCK is a non-profit organization.
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e |
The EUCCK will not engage in any activity of a political or ideological
nature. It will not engage in any commercial activity beyond its sphere
of competence.
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Article 3 - Types of Membership
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a |
All application for membership shall be subjected to administrative
screening by the Chamber’s Offices (CO) and, with their recommendations,
all applications shall be presented to the Executive Management Group
( EMG ) for decision. The decision on the application shall be based
on the opinion of the Executive Management Group that the applicant
would contribute to the developments of the EUCCK.
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b |
In order to maintain the EU focus of the Chamber, the CO and the
EMG should maintain the balance of Full Members to more than 50% of
the total membership. Alternate members are limited to two (2) members
per company for Full Members and one (1) member per company for Associate
and Local Members.
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c |
The proceedings on such applications shall be confidential and action
taken hereof shall be considered as final.
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d |
Full members
Full members may be the representatives of a business enterprise or
organization legally registered in Korea, which are:
| Ⅰ. |
fully owned by an organization and/or a business enterprise
domiciled in the EU and registered in Korea. |
| Ⅱ. |
Joint-Venture partnerships or companies, with the majority
of equity owned by, or the right of management held by an organization
domiciled in the EU. |
| Ⅲ. |
Full members are entitled to nominate 2 alternate members |
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e |
Associate members
Associate Members may be business enterprises or organizations legally
registered in Korea, which are:
| Ⅰ. |
Joint-Venture partnerships or companies with less than fifty
(50) % of equity owned by organizations domiciled in the EU. |
| Ⅱ. |
Majority owned or fully owned by organizations domiciled in
European countries which are not members of the EU. |
| Ⅲ. |
Associate Members are entitled to nominate One Alternate member |
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f |
Local members
Local Members may be business enterprises or organizations legally
registered in Korea, which are:
| Ⅰ. |
Fully owned by Korean or non EU individuals, organizations
or entities. |
| Ⅱ. |
Joint-Venture partnerships or companies with the minority
of their equity owned by organizations domiciled in European
countries which are not members of the EU. |
| Ⅲ. |
Local Members are entitled to nominate One alternate member |
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g |
Overseas members
Overseas Members may be EU business enterprises or
organizations, not registered in Korea. Overseas members are not entitled
to nominate any alternate members.
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h |
Individual members
Individual Members may be individuals with citizenship of an EU member
country. Individual Members are not entitled to nominate any alternate
members.
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i |
Honorary and special members
Honorary Members may be the duly appointed Head of the EU Delegation,
ambassadors and commercial counselors of EU embassies in Korea or
representatives of chambers of commerce of EU member states :
| Ⅰ. |
Any person, partnership, corporation or other entity which
has made a distinguished contribution in furthering the purposes
of the EUCCK is eligible to become an Honorary Member by invitation
of the Board of Directors. |
| Ⅱ. |
Special members may be commercial attaches of EU embassies
in Korea or individuals with citizenship of an EU country designated
by their embassies to be members of the Board. |
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Article 4 - Termination of Membership
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a |
Expulsion
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Any member can face expulsion from the EUCCK upon a collective
decision based on the adoption of an affirmative vote of two-thirds
( 2/3rd ) of the voting Members of the Board of Directors.
II. If the dues of any member, including membership, remains
unpaid for a period longer than one month after due notice has
been given by the Treasurer to this member and if such due remains
unpaid until the day of the next AGM, the defaulting member
shall be declared in violation of this present Constitution
and his EUCCK membership terminated with immediate effect upon
a vote of the Board of Directors. Defaulting members will be
charged 50 % of the yearly membership fees as compensation.
If the expelled company wants to reapply, all outstanding dues
will have to be paid before the application is renewed. |
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b |
Resignation
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A member may resign by giving a written notice to the Treasurer
at the business address of the EUCCK at least one calendar month
before the dues for the following year are payable. Otherwise,
the member will be liable for next year’s dues, his resignation
notwithstanding.
The Board of Directors may accept the resignation of any members.
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Article 5 - Members’ Rights
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All members who have paid their membership fees have
the right to attend the General Meetings. However, rights shall vary
in respect with the membership type as follows: |
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a |
Full Members
Full members may take motions and vote in accordance with the provisions
of paragraph (d) of this Article. EU nationals who are representatives
of Full Members may be elected to the Board of Directors and as Committee
Chairmen and shall be admitted to working Committees. Full Members
who were elected for the presidency and served for one full term are
granted the title of “Honorary President”.
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b |
Associate and Local Members
Associate Members and Local Members shall be admitted to working Committees
and may be elected as Committee Chairmen.
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c |
Overseas Members
Overseas Members are entitled to the full range of services provided
by the EUCCK. Such members have no voting rights and are not eligible
to the Board of Directors, EMG nor as Committee Chairmen.
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d |
Individual, Honorary and Special Members
Individual, Honorary and Special Members may attend all events organized
by the EUCCK and shall be admitted to working Committees.
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e |
Voting Rights
| Ⅰ. |
Only Full Members exercise their right to vote through the
representatives duly designated by their organization. |
| Ⅱ. |
Every paying full member is entitled to one vote at the General
Meeting. Voting rights may be transferred to another Full Member
by means of a written authorization ( Proxy ). |
| Ⅲ. |
Copies of such written authorizations must be submitted to
the President of the Board of Directors before the beginning
of a General Meeting at the latest. No more than five votes
may be transferred to any other full member. |
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Article 6 - Members Obligations
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a |
Members are required to help the EUCCK achieve its objectives. They
undertake to observe this Constitution and the decisions of the Chamber’s
organs.
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b |
The annual subscription for membership shall be decided by the Board
of Directors. Honorary members and special Members are exempt from
subscription fees.
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There are only two official organs in the EUCCK. The principal organ
is the “General Meeting” and the secondary organ is the “Board of
Directors”. There shall be two types of “General Meetings”, namely
the “Annual General Meeting” and “Extraordinary General Meeting”.
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Article 7 - The Annual General Meeting ( AGM )
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a |
The Annual General Meeting shall be held once a year, not later
than 6 months from the end of the preceding calendar year, at a place
to be determined at the time. |
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b |
Apart form its statutory functions, the Annual General Meeting
shall :
| Ⅰ. |
Adopt the reports by the Board of Directors, the Treasurer
and the Auditors. |
| Ⅱ. |
Elect separately the President and the two (2) Vice-Presidents
from the members of the Board of Directors or any full members
proposed by the 2/3 of voting members of the Board of Directors. |
| Ⅲ. |
The reports need to be in the possession of members at least
7 days before the meeting |
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Article 8 - The Extraordinary General Meeting ( EGM )
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a |
Extraordinary General Meetings must be convened :
| Ⅰ. |
If the Board of Directors so decides, or |
| Ⅱ. |
If at least 25 % of the voting full members submit a written
application to the Board of Directors stating the reasons, a
meeting shall be convened within 6 weeks. |
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b |
Apart from its statutory functions, an Extraordinary General Meeting
must, in particular, be convened to decide on any proposed amendments
to the Constitution, on a motion for the dissolution of the EUCCK,
and on any other motions duly submitted.
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Article 9 - Procedure
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a |
General Meetings, Annual or Extraordinary, are convened by the Board
of Directors. Invitations are sent by ordinary mail or in the form
of EUCCK circulars.
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b |
The invitation must contain the agenda and be sent at least three
(3) weeks prior to the proposed date for the General Meeting.
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c |
A General Meeting may be opened by the President or one of the Vice-Presidents,
either of whom may chair the meeting.
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d |
Decisions may only be taken on matters on the agenda.
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e |
At a General Meeting a quorum of Full Members will exist if at least
ten (10) percent of the voting members are present or represented
by proxies unless this Constitution provides otherwise. In the absence
of a quorum, another General Meeting shall be convened within three
weeks: that meeting will form a quorum irrespective of the number
of voting members present or represented. The fact that the quorum
requirement no longer applies must be indicated in the invitation.
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f |
Decisions will be taken by simple majority of voting members present
and represented unless this Constitution provides otherwise.
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g |
In the case of an amendment to the Constitution or dissolution,
of the EUCCK the minimum requirement is twenty five ( 25 ) percent
of full-members ( including proxies ) with the majority of two-thirds
( 2 / 3 ) of the voting members represented or present.
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h |
Any General Meeting may vote to have a secret ballot. If such a
secret ballot is split, the ballot must be repeated. If the vote is
split again the motion shall be deemed rejected.
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i |
Minutes will be made of the General Meeting and signed by the person
chairing the meeting and the Secretary General.
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Article 10 - Composition of the Board of Directors ( BOD )
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a |
The Board of Directors will consist of the President, the vice-President(s)
and one representative of each EU country, who are also Full Members.
Each nominee is to have given his prior consent to nomination. The
Treasurer and the Secretary General are invited to attend the Board
and report on their activities. They have no voting rights
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b |
Board of Directors meetings will be chaired by the President and
if he is unavailable, it will be chaired by a Vice-President.
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c |
The nomination of members of the Board of Directors should be EU
nationals and should be decided by a simple majority from amongst
the Full Members of companies representing the relevant EU country.
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d |
Each nominee should be seconded and is to have given his prior consent
to nomination.
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e |
When an EU country does not have any full member national, the Embassy
may then nominate a representative to the Board, with no voting right
which will be considered as special Member.
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f |
The Secretary General will maintain an updated list of the voting
status of companies.
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g |
All members of the Board of Directors with voting rights shall be
eligible for the separate election to the position of President and
two (2) Vice-Presidents and shall be elected by the Full Members at
the Annual General Meeting.
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h |
The term of office for the Presidents and Vice Presidents and all
members of the Board of Directors shall be two years. However, this
shall not preclude them from being re-nominated to the Board of Directors,
or being re-elected President or Vice-President.
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i |
In the case of the President resigning from the Board of Directors
before the end of his term, one of the Vice-President will automatically
act as President ad-interim.
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j |
The choice of which Vice-President will act as President ad-interim
will be determined by the seniority of tenure or then by selection
by the Board of Directors.
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k |
If a Vice-President resigns from the Board of Directors, then the
Board of Directors should elect a new Vice-President.
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Article 11 - Functions and Duties of the Board of Directors
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a |
The Board of Directors furthers the aims of the EUCCK
by defining proper strategies to ensure that it serves its purpose,
lays down the directives for the Chamber’s management, and looks after
the interests of its members. It must act in accordance with the decisions
of the General Meetings and the agreements forming the basis for the
recognition of the EUCCK as equally representing the commercial interests
of all EU member states and their members.
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b |
Apart from its statutory functions, the Board of Directors :
| Ⅰ. |
reports to the General meeting. |
| Ⅱ. |
receives regular reports from the Executive Management Group
on the proceedings of membership applications. |
| Ⅲ. |
receives the auditor’s report for the previous business year. |
| Ⅳ. |
proposes the Treasurer to be elected at the Annual General
Meeting and approves the annual budget. |
| Ⅴ. |
reviews and, if necessary, alters membership fees for the
next year. |
| Ⅵ. |
Is competent for all matters not expressly reserved to the
General Meeting. |
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c |
The Board of Directors shall meet at least once per calendar quarter.
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Article 12 - Executive Management Group ( EMG )
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a |
The President is empowered at any time to form an Executive Management
Group ( EMG ), including the two Vice-Presidents. Optionally the Treasurer,
the Secretary General, and additional members, which may be co-opted
by the President and the Vice-President(s) from amongst the Chairmen
of the Working Committees, may be part of the EMG. The Treasurer has
voting rights at the EMG but not in the BOD. Committee Chairmen who
are also EMG members have voting rights but the Secretary General
and non full-members have no voting rights.
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b |
Meetings of the Executive Management Group shall be held at least
on a quarterly basis. The EMG Meeting should be chaired by the President
or, in case of his absence, by one of the Vice-Presidents. The proceedings
of such meetings shall be reported to the Board of Directors.
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c |
The Executive Management Group shall be in charge of the following
matters :
| Ⅰ. |
To develop and implement the strategy and the policy of the
EUCCK based on the resolutions of the Board of Directors. |
| Ⅱ. |
To assist the chamber’s office to perform efficiently |
| Ⅲ. |
To approve the membership applications |
| Ⅳ. |
To supervise the daily operation of the EUCCK |
| Ⅴ. |
To make proposals and to report to the Board of Directors |
| Ⅵ. |
To review EUCCK’s financial statements and propose the annual
budget |
| Ⅶ. |
To plan programs for the EUCCK’s activities. |
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d |
EMG members who fail to attend more than 3 consecutive EMG sessions
without proper excuses will be expelled from the EMG.
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Article 13 - Duties of the President and Vice Presidents
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a |
The President shall act as the official representative of the EUCCK
in all chamber related events
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b |
The President shall represent the chamber’s official point of view
to the authorities, press, etc..
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c |
The President shall contribute to EUCCK publications.
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d |
The President shall chair the Board of Directors, EMG and all General
Meetings.
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e |
The Vice President(s) shall take over all of the President’s duties
during his absence or upon request of the President.
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f |
The President and Vice Presidents appoint the Secretary General
and should sign their respective labor contracts.
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Article 14 - Duties of the Treasurer
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a |
The Treasurer should report on the financial situation of the EUCCK.
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b |
The Treasurer should, in close cooperation with the EUCCK office,
propose next years budget ( including decisions on salaries ) to the
EMG which will submit them to the Board of Directors for approval.
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c |
The Treasurer should countersign all Chamber’s expenses in excess
of the fixed amount mentioned in the “Management Guidelines”.
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Article 15 - Duties of the Secretary General ( SG )
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a |
To supervise the EUCCK offices in the Republic of Korea, its Liaison
Office in Europe and the Chamber’s activities regarding DPRK in accordance
with the EUCCK Management Guidelines.
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b |
To supervise the work of the EUCCK Staff. The Secretary General
should draft Management Guidelines for the Management of the EUCCK
and the Committee Chairmen to be approved by the Board of Directors.
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c |
To implement the decisions taken by the Board of Directors.
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d |
The Secretary General has to report fully to the President of EUCCK.
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Article 16 - Duties of the Committee Chairmen
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a |
Detailed Committee Guidelines will be submitted to the EMG for review
and should be approved by the Board of Directors.
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Article 17 - Revenues and Expenditure
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a |
The EUCCK’s revenues consist mainly of :
| Ⅰ. |
Membership fees and dues |
| Ⅱ. |
Income from services and advertising |
| Ⅲ. |
Interest and / or other income from investments |
| Ⅳ. |
Subsidies and grants |
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b |
Where the EUCCK receives special purpose grants, they should only
be used for the intended purpose(s).
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c |
No member has any individual rights in respect to EUCCK’s revenues
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d |
The EUCCK’s expenditures consist mainly of :
| Ⅰ. |
salaries for its personnel |
| Ⅱ. |
payments for service and goods necessary to fulfill its purposes
and tasks |
| Ⅲ. |
payments for the day to day operations |
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Article 18 - Assets, Liability and Chamber’s Equity
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a |
No member has any individual rights in respect to EUCCK’s assets
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b |
Liabilities will be met exclusively from the EUCCK’s assets. No
members of the Board of Directors, or the Executive Management Group,
nor individual members may be personally held responsible in any form
for the EUCCK’s liabilities.
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c |
If the EUCCK is entrusted with monies from non-EUCCK sources, these
monies will be held in separate accounts
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d |
The EUCCK’s equity consists in fact of the positive difference between
the EUCCK’s assets and liabilities. In case of a negative difference,
the Board of Directors are required to report to the Annual General
Meeting as to how it will cause the equity to become positive again.
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e |
In case the EUCCK is dissolved, the Board of Directors will decide
as to how to apply the assets and Chamber’s equity after total and
final settlement of all liabilities.
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Article 19 - Auditors
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a |
The external auditors will audit the books, the accounting vouchers,
and the annual statement of account of the EUCCK.
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b |
The auditors will be designated by the Board of Directors, upon
proposal from the Executive Management Group.
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c |
The auditors will make a record of the cash in hand and of the amounts
available in the EUCCK’s bank accounts as at 31st December and sign
it. A written report will be prepared on the audit of the annual statement
of accounts.
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d |
The result of the audit will be announced to the members at the
Annual General Meeting by the auditors.
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Article 20 - Entry into Force
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a |
The above Constitution was adopted by the members meeting held in
Seoul on 13th February 1986. The Constitution was modified on 2nd
June 1991 to reflect the name change to “European Communities Chamber
of Commerce in Korea”. |
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b |
The Constitution was further modified on 7th June, 1995 to reflect
the name change to “European Union Chamber of Commerce in Korea”.
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c |
A major amendment was made to the Constitution on 3rd April, 1997
to reflect the growth of the EUCCK and its required management. The
Constitution was amended again on July 16th 1998 and June 19th 2003
Extraordinary General Meetings. |
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d |
This Constitution was last amended by the EGM Meeting held in Seoul
on 22nd February 2005. |
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