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JOOIL Foundation Articles of Association

2002. 5

Global Community Welfare Foundation

Chapter 1  General Article

Article 1 Name

The name of the organization shall be Global Community Welfare Foundation, hereafter referenced in the Articles of Association as The Foundation.

Article 2 Purpose

The primary goal of The Foundation is to devote itself to the mission for Korean and global communities, being spiritually based on the love of Jesus Christ.

Article 3 Location

The headquarter of The Foundation shall be maintained in Seoul, Korea and subsidiary offices in Korea and abroad.

Article 4 Missionary Activities

The Foundation shall perform the following operations to achieve the Goal of The Foundation at Article 2.

Social Welfare Mission (Elderly people, Handicapped people, Children, Prisoners) (Attachment) 1)    Elderly People Welfare Mission and Geriatric Hospital (Attachment)

2)    Handicapped People Welfare Mission and Hospital for Handicapped Children (Attachment)

3)    Children Welfare Mission and Pediatric Hospital (Attachment)

4)    Correction Welfare Mission and Christian-Oriented Correction Facility (male/female juvenile, Adult Correction Facility)

Christianity Mission for Non-Christian Tribes and Countries (Attachment) Christianity Mission for The Unified Korea (Attachment)

Chapter 2 Officer

Article 5 Organization

For the missionary activities of Article 4, The Foundation shall consist of;

1.     The board with final authority for The Foundation

2.     Advisory board and consulting member(s)

3.     Auditing member(s)

4.     Secretary

Chapter 3 The Board

Article 6 Composition of the Board

The board has the final authority of The Foundation. Members of the board include

1.     Single chairman of the board

2.     Board members: Between 5 to 15 (including the chairperson)

Article 7 Election of Board Members

1.     Election of board members requires the attendance of more than two thirds of active board members, and the approval from more than one half of the attending board members. Exceptionally, the chairman of the board shall be elected by the approval from more than one half of active board members.

2.     The board cannot have more than one-fifth of the total number of members from the same relative or family (민법(?) Article 777)

3.     Independence of Auditor(s) shall be automatically impaired when a relative of auditor(s) is in a position of board members.

4.     Two auditors shall be appointed by the board.

Article 8 Tenure of Board Members

1.     The Foundation restricts the tenure of the chairman of the board and board members not to exceed five years and the tenure of auditor to two years. These tenures can be renewed consecutively.

2.     Replacing board members and auditors continue the remaining tenure period of previous members. (?)

Article 9 Responsibility and Role of Board Members

1.     Chairman represents The Foundation, performs general management of The Foundation and directs board meetings.

2.     Board members attend board meetings to discuss and vote for issues associated with the Foundation. Board members must act accordingly as approved and assigned at the meeting.

3.     To assist the chairman, the chairman can appoint 상임이사(?) upon the approval from the board.

4.     The role of the auditing body is;

1)    Auditing the business activities of The Foundation, its assets and its financial position (strength).

2)    Auditing for board meetings and issues associated with its management.

3)    Auditing body (person) can express professional opinion.

Article 10 Interim Chairman

In case of death of the chairman, the board elects a board member to serve as an interim chairman. The tenure of the interim chairperson shall not exceed more than two months. Within the tenure of the interim chairman, the interim chairman must assemble a board meeting to elect chairman.

Article 11 Board Meeting

1.     Board members shall assemble regular meetings and shall call for irregular meetings.

2.     Regular board meetings shall be held in January of each calendar year, and the chairman shall authorize for all irregular board meetings, after posting the purposes of the immediate meeting, if any of the following conditions is satisfied.

1)   The chairman calls for a board meeting

2)   More than one third of active board members call for a meeting with a written request

3)   Important issues involving the operation of The Foundation

3.     All meetings shall be announced to each board member in advance with the purposes of the meetings.

Article 12 Limitation for Representation

The right of representation of The Foundation is limited to the chairman and no other board members can represent The Foundation.

Article 13 List of Decision Making of Board

The Board makes decisions for the following issues;

1. Modification to the Articles of Association

2. Regulation and its modification

3. Appointment of board members

4. Business plan and management

5. Financial plan, financial report, funding and management of the assets of The Foundation

6. Profit-oriented business activities

7. Appointment of executives of sub organizations of The Foundation

8. Management of sub organizations of The Foundation

9. M&A of The Foundation or the termination of The Foundation

10. Other issues within the authority of the board in accordance with relevant laws and the Articles of Association

Article 14 Approval for Issues

The authority of a board meeting is valid when more than one half of the active board members participate in the meeting. Approvals from the board meetings require an agreement more than one half of the attendees. When less than one half of the active board members attend the meeting, the issues in discussion shall be considered to be disapproved or rejected.

Chapter 4 Organization of Offices and Appointments of Advisory and Consulting Members

Article 15 Duty and Organization

1.     The Foundation maintains a foundation office to handle daily operation.

2.     A separation book of regulation defines the organization of the foundation office and its management.

Article 16 Employee

1.     The foundation offices and their facilities hire necessary employees.

2.     A separate book of regulation defines issues associated with the employment, job-responsibility, remuneration and others.

Article 17 The board appoints advisory members to support for the mission and general activities.

Article 18 The board appoints experts with professional experiences as consulting members.

Chapter 5 Financial Issues

Article 19 Types of Assets

1.      The types of asset of The Foundation are founding assets(?) and regular assets(?).

2.      Founding assets(?) include the founding assets of the founder of The Foundation (license for mining and patents) and other assets that the board defines as founding assets.

Article 20 Sources of Income of The Foundation

The income sources of The Foundation include the founding assets and contributions from subsidiaries and other income.

Article 21 Financial Calendar Year

The financial calendar year of The Foundation is accordingly to that of the government.

Article 22 Financial Plan and Report

The financial plan and report can be approved accordingly to the following method.

Plans for income and expense need to be completed and approved by the board at least one month before the end of financial calendar year. The financial report of a previous financial calendar year needs to be approved by the board within one month of the next financial calendar year.

Article 23 Financial Auditing

Auditor performs financial auditing in June and December of each year.

Article 24 Salary and Beneficial for Board Members, Advisory Board, Consulting members and Employees

The board set up a separate book of guideline with respect to the salary and fringe benefits for board members, advisory board, consulting members and employees

Chapter 6  Supporting Regulation

Article 25 Modification of the Article of Association

The Articles of Association of The Foundation can be modified only with a full approval by active board members, and must be approved by a relevant government department.

Article 26 Termination and Modification of The Foundation

The Foundation must not terminate itself, not change its name, and not alter its mission with any justification. The financial income from the given natural resource is the solid asset of God’s love toward whole human being, and Christianity mission is our life-long duty for God. Management of The Foundation must be performed accordingly to the Articles of Association in order to make The Foundation alive and active in harmony without its termination.

Article 27 Submission of Business Plans

Business and financial plans for the next financial calendar year and financial statements of the current financial year must be submitted to a relevant government department within two months from the end of the financial calendar year. List of assets, business status and auditing reports must be submitted together.

Article 28 Recording of Meeting

All records from board meetings, committee meetings for 징계위원회(?), advisory and consulting meetings must be endorsed by attendees with signatures and preserved.


 * Article 29 Communication

It is necessary to establish efficient communication methods or routes for employee to employee, organization to organization, and organization to employee who compose The Foundation and its subsidiary companies. Therefore, a separated book of guideline will facilitate necessary space, tools, and rules.

Article 30 Employees’ Code of Ethics

All members of The Foundation must agree to perform their duties with sincere and honest attitude in order to contribute themselves in achieving the Goal of The Foundation. The employees’ code of ethics shall be written with a properly dated signature and shall be submitted to The Foundation.


 * Article 31 Prohibit of Dual Employment

Under normal circumstances, unless approved by The Articles of Association, dual employment is not allowed within The Foundation and its subsidiaries.

Article 32 Public Announcement

The Foundation posts its public announcements through news organizations.(?)

Article 33 Regulation

Issues not specified in The Articles of Association are regulated by government laws for non-profit organization and its operation, foundation organization law specified in the public law and other relevant laws.

Article 34 Operation Regulation

A separated book of operating regulation provides a guideline for the implementation of The Article of Association.

1.     Effective date: The Articles of Association is effective from the date of the seal of approval from a relevant governmental regulatory agency.

2.     Shown below in a table are the founding assets at the time of the initiation of The Foundation and official seals of the Foundation and its board members.

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