The Articles of Incorporation

정관

Article 1 General Rule

Article 1 (Name of Association) This Association is called “Association of Korea-U.S.A. Friendship Alliance“ (being called “ Association“ in Korean and “KUFA“ in English
Article 2(Location of Office) A main office of “KUFA” is located at Seoul Metro Politan city and U.S.A. and by the need of “Association” it’s branches can be opened at province,city and overseas.
Article 3(Purpose) The “KUFA” has the purpose to strengthen Friendship Alliance relationship between Korea and U.S.A. through non-governmental various exchange programs and to contribute their efforts for the development of both countries.
Article 4(Projects) To realize purpose of “KUFA” the following projects are executed:
1. To exchange program for Korea-U.S.A. Friendship Alliance and mutual cooperation
2. To do memorial project to commemorate UN Force battle field in Korean War
3. To do greetings from USFK and visiting Korean War site and to open seminar for various cultural exchange
4. To realize project to tie tightly the friendship relationship between Korea and U.S.A. and to enhance the cooperative social environment for better future
5. To do project to keep freedom, peace and democracy
6. To develop various cultural exchange project through close relationship with other democratic countries
7. To associate with other international organizations and other non-government organizations
8. To support various academic research,seminar,events to promote more friendly relationship between Korea and U.S.A.
9. To do cultural exchange between Korea and U.S.A. to commemorate the sacrifce for Korean War
10. To do other necessary project to reach “KUFA”’s purpose

Chapter 2 Member

Article 5(Member)
Those who agree with the activity to participate into the project of Article 4 and who agree with the purpose and project will be qualified.
(1) Members are divided into the following members:
1. Regular member: shall pay membership fee and do active participation into KUFA project
2. Special member: will be those who contributed his life for government organization and those who sacrificed himself for the development of “KUFA“
3. Honorable member: will be those who made efforts for the progress of “KUFA”
4. Semi-member: will be spouse or children of ”KUFA” members and those who agree to participate actively
(2) Any person who need for “KUFA“’s activity

Article 6(Qualification of Member) Member of “KUFA” who pay memberhip fee is qualified by “KUFA” board of directors.
1. Membership of “KUFA” branch will be qualified by Central Committee of “KUFA”.

Article 7 (Right and Duty of Member)
(1) “KUFA"'s member has the following right and duty.
1. Member has a right and duty to participate into all the project
2. Member has a right to be able to read all research materials
3. Member has a duty to follow the all the rules of "KUFA"
(2) "KUFA"'s member has a duty to pay monthly membership fee regulated seperatly.
(3) Other right and duty are made by the internal rules.

Article 8 (Resignation of Membership) "KUFA"'s member can resign anytime.
1.When member himself inform KUFA" his resignation
2.When member himself die
Article 9 (Disqualification of Membership) Chairman has a right to disqualify the member or staff by the decision of Board of Directors in case of the following action:
1.When a member had an action against "KUFA"'s rule and regulation
2.When a member had an action against "KUFA"'s honor and reputation
3.When a member delayed 3 times of membership fee, membership will be automatcally disqualified but it can be recovered after 30 days from the date of lumpsum payment of delayed membership fee
4.When a member give a serious damage in honour or money to other member

Chapter 3 Organization

Article 10 (Organization)
1. "KUFA" can have a necessary department to proceed the project described in Article 4.
2. "KUFA" cam have a branch in Korea and Overseas and a district office in every province whose rule and operation regulation will be made seperatly.

Article 11 (Organization Structure)
1."KUFA" is organized by Governor,Consultant,Permanent Consultant, Chairman (Chief Executive Officer),Directors,Chief Secretary,Management Committee Member, Policy Making Committee Member,Advisor,Research Member,Social and Cultural Committee Member but Chairman has a right to give a honorable Governor or Consultant or Chairman to USA Embassador or 8th USA Army or UN Force Commander in Chief or any representative from 16 Korean War participant country in Korea.
2. "KUFA"'s permanent staff will be appointed by the separately made internal rule.
3. "KUFA" has a operation department to handle internal and external affairs
4. Other organization and it's role will be made by the separate internal rule.

Article 12 (Chief Secretary and Staff) "KUFA:" can have necessary staff.
1.Chief Secretary control all the operation of operation department and supervise all the staffs in his department
2.Staff will do his job in each field.
3.Chairman will decide Chief Secretary's salary and compensation and job category and by the separate internal rule and regulation the number of staff and it's role will be decided.
4.Chief Secretary will be appointed and dismissed by Chairman and his duration in job will be same as Chairman's appointment period.
5.Staff of Operation Department can receive working allowances within the department budget except official salary.

Chapter 4 Directors

Article 13 (Quotion of Directors) "KUFA: have the following directors:
1.Governor 1 person
2.Consultant maximum 5 persons
3.Chairman 1 person
4.Vice Chairman maximum 3 persons
5.Directors maximum 5 persons (include Chiarman,Vice Chairman,Governor,Consultant)
6.Auditor maximum 2 persons

Article 14 (Appointment of Director)
1.Chairman,Director and Auditor will be appointed by the decision of the General Assembly after the decision of Board of Directors.
2.Vice Chairman and Permanent Director will be appointed by Board of Directors after Chairman's appointment among Directors.
3.Director will be appointed by the agreement among of more than two quoter's attentance agreement among all the numbers of General Assembly that will be legally organized by more than two quoter's attendance among total number of members.

Article 14-1 (Qualification of Director and Documents to submit)
1.Any candidate of Director must submit resume and criminal report. But USA visa can be considered as a criminal report. If no USA visa,"KUFA" can enquire his criminal record to police or related authority.
2.Criminal report should be needed for the qualification screening in General Assembly for the candidate of Director who has no moral problem.
3.Immoral criminal or those who had received criminal sentence in the court including drug adict person can not be a Director of "KUFA".
4.Any Director can be a Chairman when General Assembly agree through Board of Directors for the candidate of Chairman who should submit the document according to Article 14-1.
5."KUFA" should enquire a criminal report for the Chairman candidate to the police station before submition of related document of candidate to the Board of Directors for the screening of canditate qualification and then submit again to General Assembly.

Article 15 (Service period of Director and related)
1.Chairman and Directors serve for 3 years and Auditor serve for 2 years but can extended.
2.Within ten(10) days before the service expiration next Director should be appointed and new Director should be elected within six(6) months when any Director resign.
3.The new Director can not be elected in case that the resigned has less than six(6) months service period left from the date of resignation.
4.Service period of Director should be three(3) years but any new Director elected on behalf of the resigned should serve till the remaining period of the resigned.

Article 16 (Disqualifed condition of Director) Those who are in any one of the following condition can not be a Director.
1.The maximum number of Directors who have relative relationship can not be exceed one third of total number of Directors
2.Auditor should not the person who has no relative relationship with any Director.
3.Any Director shall be disqualified in case of Article 16-1.
4.Those who could not go overseas
5.Those who had a bankrupcy and never recovered
6.Those who had any court decision of disqualification

Article 17 (Termination of Director)
Any Director can be terminated by the agreement of two(2) third(3) attendants of Gerneal Assembly who are organized by two(2) quarters attendance for the following case.
1.In the case of the offense against law and regulation or articles of "KUFA"
2.In the case of when "KUFA" has damage and loss as of Director's mistake or the legal violation
3.In the case of when Director fail to justify his activity as his role
4.In case of the criminal or those who will be sentenced as an immoral criminal in the court
5.In case of the drug addict and similar addict criminal

Article 18 (Duty of Director)
1.Chairman represent "KUFA" and control all administrational affairs and projects and become a Chairman of Board of Directors.
2.Vice Chairman assist Chairman and represent of Chairman who could not carry out his duty as of an unexpected accident.
3.Director has a decision making right through votes as a member of Board of Directors

Article 19 (Duty of Auditor) Auditor will execute the following duties:
1.To audit generally accounting system of "KUFA"
2.To audit operation and management of Board of Directors
3.To request to open Board of Director in the case of finding any corruption and injustice in operation and management
4.To report the audit result of finance and project and to ask to justify any injustice and corruption by attending to Board of Directors
5.To express his opinion about the operation and management of Board of Directors by attending to Board of Directors

Article 20 (Limit of the Representative right)
Any Director can not be representative for "KUFA" except Chairman(Chief Director) of "KUFA".

Article 21 (Duty of Director)
1.All the Directors are honorable in their job but Executive Directors can have salary and necessary allowance within the scope of budget by the decision of Board of Directors
2.Those who had contributed his/her life for the development of "KUFA" can be recommended as a Senior Consultant by the decision of Board of Directors.
3.Any necessary allowance to execute their duties can be compensated to Governor Consultant,Chairman and Committee member of Operation and Management and Research within the scope of budget

Chapter 5 General Assembly

Article 22 (Function of General Assembly) General Assembly will decide the following matters:
1.To amend and change and close Association Articles Incorporated
2.To elect and discharge Director and Auditor
3.To approve budget and annual accounting report
4.To disolve "KUFA"
5.To decide the other important matters relating member's duty and operation

Article 23 (Quorum and summon of General Assembly) General Assembly is summoned and organized.
1.General Assembly is organized by Chairman,Directors and Committee Members.(But when 'KUFA: organized provincial and semi-metropolitan city branch all the brach Chairman and Committee Members can be attended as a member of General Assembly)
2.Central General Assembly is organized with less than twenty(20) Committee Members.
3.General Assembly is divided by Annual and Temporal General Assembly
4.Annual General Assembly is held every year and Temporal General Assembly is held by Chairman if necessary.
5.Chairman should organize Temporal General Assembly within fifteen(15) days from the date of the request by the clause three(3) of Article 23.
6.Chairman should immediately organize Temporal General Assembly upon receipt of written request of two-third members of "KUFA".

Article 24 (Quorum and Decision of Approval)
1.Change of Clause 1 of Article 22 is approved by two-third of attendee in the majority attendance in General Assembly and others is approved in majority favour by majority attendance.
2.In the absence of Chairman or in the case of Chairman's personal reason Vice Chairman or Senior Director is able to proceed the General Assembly.

Article 24-1 (Minutes of Meeting of General Assembly)
Minutes of Meeting in General Assembly should be kept in the "KUFA" head office after signing by all the directors attended.

Chapter 6 Board of Directors

Article 25 (Organization of Board of Directors)
1.Board of Directors is organized by CEO(Chairman) and Directors.
2.Auditor has a right to express his opinion but no voting right in Bpard of Directors.

Article 26 (Decision of Proposal and Issues) Board of Directors should decide the following proposals and Issues:
(All proposals and issues on General Assembly should be decided by Board of Directors)
1.All the proposal and issues to be discussed
2.All the proposal to make or amend or close all the rules of "KUFA"
3.Recommendation of Governor,Honourable Chairman,Consultant
4.Membership fee and Operation of any Fund
5.Project plan,Report of Performance,Budget and Annual Report
6.Acquirement and Disposal and Management for Assets
7.Making and Amending Association Articles of Incorporated
8.Association and Cooperation with other International or Internal organization
9.Punishment and Reward of Member
10.Opening any Event or Sponsership and Execution of any project requested by General Assembly

Article 27 (Summon of Board of Directors)
1.Board of Directors is summoned and proceeded by the Chairman.
2.The Chairman organize the meeting of Board of Directors by the need of Chairman or by the majority request of members or by the written request of Auditor.

Article 28 (Quorum and Opening of Boar of Directors)
1.Board of Directors is organized by the majority request of members and decide any matters in favour of majority.
2.Any decesion in Board of Directors can not be made by any written resolution.

Article 29 (Exceptional clause in decision making in Board of Directors)
Director can not participate into any decision making in the meeting of Board of Directos regarding to any Director himself related matter or himself related.

Article 30 (Minutes of Meeting for Board of Directors)
1.Minutes of Meeting for Board of Directors should be made in written documents.
2.All the attendants incuding Chairman should sign on the minutes of meeting for Board of Directors
3.Representative Director(Chairman) should keep all the minutes of meeting at the office of "KUFA".

Chapter 7 Finance and Accounting

Article 31 (Finance of Corporation)
(1) Finance of this Corporation is organixed by membership fee,donation and other profit from project
1. Membership fee and special donation
2. Sponsorship fund from Central and/or Local Government
3. Sponsorship fund or private/official donation from local/international organization
4. Any profit from any project
(2) Operation and Management cost is paid for the following expenses.
1. Office expenses and project expenses to proceed the project by Article 4.
2. Expenses for facility maintenance and salary of staffs
3. Expenses by this Association Article of Incorporated
4. Any necessary expenses for the operation and management of "KUFA"

Article 32 (Profit of Corporation and Accounting system)
1.Any profit of this Corporation shall not be shared among members.
2.Accounting system of this Corporation shall follow the rule seperately made by Board of Directors except related accounting law and rule

Article 33 (Fisical year) Fisical year of this Corporation follow the Fisical year of Government.

Article 33-1 (Special Accounting) Special Accounting is able to be made when necessary for the Operation and Management of this Association.

Article 34 (Submission of Project plan and performance)
Chairman(Representitive of Directors) should submit Project plan and performance to Minister of Foreign Affairs within two(2) months after the end of the fiscal year.
1. Each one(1) copy of the Project plan and Bid budget for the coming year
2. Each one(1) copy of the Project performance and Bid budget for this year
3. Each one(1) copy of the Present propery list at the end of this year

Article 35 (Processing of Retained Earnings)
Processing of surplus in every fiscal year can be saved as the fund for the special project by the decision of Board of Directors.

Article 36 (Out-of-budget debt burden)
Out-of-budget debt burden and Abandonment of management should be decided by Board of Directors.

Article 37 (Assets management)
(1) Default assents are as follows:
1. A primary asset at the time of establishment
2. Assets transferred as a Default assets by the decision of Board of Directors
(2) All the assets except default assents are considered as Ordinary assets.
(3) “KUFA” can provide default assets as a security or exchange or lease or sale or bestowal after the decision of Board of Directors.
(4) “KUFA” should transfer action from acquired assets by donation or purchase or sponsorship to corporate assents by the decision of Board of Directors
(5) Operation and management of property should be done by “KUFA”’s separate rule except by Articles of Incorporation and related law.

Chapter 8 Sub system
Clause 1 Provincial government and Semi-metropolitan city and Oversea branch

Article 38 (Director)
(1) The following staff can be appointed.
1.Chairman one(1) person
2.Vice Chairman one(1) person
3.Auditor less than two(2) person
4.General Secretary one(1) person
5.Operation and Management Committee proper number of person
(2) Auditor and General Secretary can not have other position at the same time.
(3) Staffs of provincial government and overseas branch can not be a member of Central Board of Directors.

Article 39 (Appointment of Director)
1.Chairman and auditor is elected at General Assembly of overseas branch or Province or semi-metropolitan city. the Chairman is elected at General Assembly by the recommendation from the Committee of Operation and Management.
2. The member of Committee of Operation and Management in the Province, Semi-metropolitan city and Overseas branch is appointed by the Chairman through the agreement with Vice Chairmans Group and the Chairman of the Province,Semi-metropolitan city and Overseas branch automatically become a member of Central Committee of Operation and Management.
3. The General Secretary of the Province,Semi-metropolitan city and Overseas branch is appointed by the Chairman and Vice Chairmans Group.
4. Director is recommended among the members of Committee of Operation and Management or by the recommendation from out of "KUFA".

Article 40 (Term of Director)
1. Term of Director is two(2) years but can be extended.
2. Term of Director is started from the date of appointment In General Assembly and expired on the date of General Assembly in the sencond year.

Article 41 (Committee of Operation and Management)
(1) The Committee of Operation and Management in the Province,Semi-metropolitan city and Overseas branch is organized by Chairman,Vice Chairman,Auditor and Committee member and General Secretary.
(2) The Committee decide the following matters:
1. Proposal to submit to General Assembly of the Province,Semi-metropolitan city and Overseas branch
2. Mandatory from General Assembly of the Province, Semi-metropolitan city and Overseas branch
3. Rule Enactment and Amendment of management
4. Review of Budget and Settlement and Project Plan for the meeting of Province,Semi-metropolitan city and Overseas branch
5. Join,secession and expulsion of member

Article 42 (General Office)
1. The Province, Semi-metropolitan city and Overseas branch has the General Office to deal with General affairs.
2. General Secretary and staffs are appointed in the General Office.

Article 43 (Rules)
1. Rules are made and executed by Committee of Operation and Management.
2. Article 43 Clause 1 should be approved by Chairman(Chief Director) of Central Committee.
3. Committee of the Province, Semi-metropolitan city and Overseas branch can not be involved in any matters of Central Committee.

Chapter 9 Supervision and Report

Article 44 (Submission of Materials) This Association should attend the inteview with public administrator or submit materials requested by Ministry of Trade and Foreign Affairs.

Article 45 (Corrective Action)
This Association should execute the necessary corrective action issued by Ministry of Trade and Foreign Affaires when this Association have any offensive activity against the article of incorporation.

Chapter 10 Provision

Article 46 (A change of the articles of incorporation)
Any change of the articles of incorporation should be approved by Minister of Trade and Foreign Affairs through the decision of General Assembly.

Article 47 (Mutatis mutandis)
Any clause not regulated by this Article of Association apply mutatis mutandis same as the Civil Law and other related Regulation.

Article 48 (Operating Regulation)
Any operating regulation is made separately for the necessary execution by the articles of incorporation.

Article 49 (Revision of Regulation)
Any revision of the main regulation relating to the management of this Association should be approved by the competent authority.

Article 50 (Dissolution of Corporation,Disposal of Residual Assets)
1. This Association is dissoluted by the Article 77 and 78 of Civil Law.
2. This Association is dissoluted by the agreement of total two-third attendants in General Assembly that is organized by total three-fourth members of the Association.
3. The residual assets should be belong to the related self-government organization or non-profit organization.

Article 51 (Annual donation amount and Open to public for the execution of donation)
The amount and execution record of donation is opened annually on the Internet Homepage.

Addendum
1. (Date of Execution) This Article of Association is effective from the date of the approval from the Minister of Foreign Affairs.

Addendum
1. This Article of Association is executed on 14th July 2008.

Addendum
1. This Article of Association is executed on year 2013

Addendum
1. This Article of Association is executed on year 2017