Bylaws of the Swiss-Korean Business Council
in the Republic of Korea
Article 1. NAME OF CORPORATION
The name of the corporation shall be "Swiss-Korean Business Council" (the “Council”).
Article 2. OBJECTIVES OF THE COUNCIL
The Council’s main objectives are:
2.1 To provide a platform to its members to meet, discuss and promote their business and share common concerns in commercial, industrial and financial matters;
2.2 To assist and generally engage in activities beneficial to its members’ interests t vis-à-vis authorities and commercial, industrial and financial organizations in Korea and Switzerland;
2.3 To contribute to the promotion, development and expansion of trade, commerce and industry between Korean and Swiss companies;
2.4 To promote and develop business relations between Korea and Switzerland;
2.5 To provide Swiss companies interested in the Korean market and Korean companies interested in the Swiss market, with general information on economic, judicial, legal, financial and social aspects;
2.6 To liaise and maintain relations with the Swiss Embassy in Korea, the Swiss-Korean Chamber of commerce in Switzerland, as well as other chambers of commerce, trade and industry, their associations and official trade bodies in Korea;
2.7 To initiate and support projects, which are deemed to be in the interest of the Council and/or the Swiss-Korean business community; and
2.8 To explore the possibilities of transforming the Council into a formal chamber of commerce and provide the necessary guidance.
Article 3. OFFICE
The office of the Council shall be located in Seoul, Korea.
Article 4. CORPORATE SEAL
The seal of the Council shall be in the custody of the Managing Director and under the supervision of the Chairman.
Article 5. MEMBERSHIP
5.1 Categories of membership
There are five separate and distinct categories of members in the Council. - corporate members - individual members - honorary members - patron members - partner association members.
May apply for membership, a) any corporation association i) with a representative office or local delegate in Korea, ii) with a direct and strong affiliation with Switzerland either through capital ownership, business activities, or b) any individual, either i) Swiss citizen residing in Korea and/or registered with the Swiss Embassy, or ii) foreign citizen residing in Korea and engaged in regular business activities between Korea and Switzerland.
5.3 Approval of Membership
Any corporation or individual shall apply for membership (“Applicant”) and be approved or rejected by the decision of the Board of Directors (BOD). The BOD will decide on the category of membership applicable to the Applicant and prescribe the use of application forms for each category of membership.
5.4 Honorary Membership
5.4.1 Ex officio honorary member
The Swiss Ambassador to Korea shall be ex officio honorary member of the Council.
Honorary membership may be conferred upon any individual or corporation in recognition of extraordinary or meritorious services to the public or to the Council.
Individual honorary members have all the privileges of regular members but shall pay no Dues.
Corporate honorary members have all the privileges of regular members. The BOD may decide that corporate honorary members will pay special dues as fixed by the BOD.
Conferral of honorary membership requires the unanimous vote of the directors present at the BOD’s meeting.
5.5 Delegates of corporate members
Corporate members shall be represented by a duly appointed delegate and no corporation shall be entitled to have more than one delegate at the Council. The delegate has the right to vote on behalf of the corporation. A change in the delegate of a corporation shall be directly reported in writing to the Chairman or the Managing Director of the Council.
5.6. Patron members
Patron members are corporate members which demonstrate special support to the Council. The BOD determines the conditions and advantages to be recognized as a patron member.
5.7 Partner association members
Partner association members are non-profit associations engaged in similar activities as the Council or with related objectives.
The amount of annual dues and special dues to be paid by the members are fixed from time to time by the BOD. All dues cover the period from January 1st to December 31st.
5.9 Resignation of a Member
Any member of the Council, who wishes to resign must do so by means of a written notice of resignation addressed to the Chairman.
5.10 Suspension and Expulsion
The BOD may, according to the following procedure, suspend for a certain period of time or expel permanently, any member who i) violates the by-laws or the rules of the Council, or ii) acts in a manner prejudicial to the interest of the Council. Suspension or expulsion of any member shall require the affirmative vote of at least two-thirds of the directors present at the BOD. A 30-day written notice is sent to the email address of the delegate of the corporate member or the individual member outlining the charges for which suspension or expulsion is contemplated as well as the time and place where the BOD will meet. The member may attend the meeting and present its arguments before the BOD’s vote.
Article 6. CHAIRMAN
The Chairman is appointed by the BOD among the directors for a two-year term and may be reappointed. The Chairman presides the BOD meetings and the general meeting of the Council’s Members and represents the Council towards third parties. The Chairman has a voting right at the BOD.
6.2 Honorary Chairmanship
6.2.1 Honorary chairmanship may be conferred upon any former chairman in recognition of outstanding services to the Council. The honorary chairman may attend the BOD meetings and the general meetings of the Council’s Members with no voting right.
6.2.2 Conferral of honorary chairmanship requires a unanimous vote of the directors present at the meeting of the BOD.
Article 7. BOARD OF DIRECTORS
7.1.1 The BOD is composed of at least five members, with a maximum of eight members, plus the Auditors as the case may be.
7.1.2 The members of the BOD shall be elected at the general meeting of the Council’s members in accordance with article 8 and 9 of the By-laws and the Korean laws applicable to the Council (“the Korean Law”), except for the representative of the Swiss Embassy, who is part of the BOD ex officio in his/her capacity (“director ex officio”).
Without prejudice to the provision of article 6.1, the directors may designate one-two Vice-Chairmen and one Treasurer among themselves.
7.3 Functions of the BOD
The BOD shall administer the general affairs of the Council and perform all the duties vested by the Korean Law.
7.4 Term of Office
7.4.1 Subject to article 7.11 and 7.12 below, the directors’ term of office is two years from the date of the annual general meeting at which he/she is elected.
7.4.2 Each director can be reelected.
7.3.3 The director ex officio remains a director of the BOD for his/her term of office.
7.5 Managing Director
7.5.1 The directors may hire a Managing Director. The decision to hire the Managing Partner and terminate his mandate requires a unanimous vote of the directors present at the BOD.
7.5.2 The Managing Director manages the Council in the day-to-day business and organizes the events implementing the decisions of the BOD. The Managing Director convenes the BOD meetings and sets the agenda of the meetings under the approval of the Chairman.
7.5.3 The term of the office of the Managing Director is indefinite and shall be terminated upon a notice period in accordance with Korean Law.
7.6.1 The directors shall not receive any remuneration for their services but may be, by resolution of the BOD, refunded for reasonable expenses incurred in their role for the Council.
7.6.2 The Managing Director shall be remunerated for his/her services in accordance with the terms of his/her contract and the Korean Law.
7.7.1 The BOD shall be convened at least quarterly by the Managing Director or the Chairman. The BOD shall also be convened each time one director requests a meeting in writing (emails are deemed written request) to the Chairman.
7.7.2 Notice shall be given in writing (emails are deemed written notice) at least 10 working days in advance. Any shorter notice shall be accepted by unanimous consent of all the members of the BOD.
Quorum is 2/3 of the total members of the BOD (i.e., three members of the BOD constitute a quorum in case the BOD is composed of five members, four in case the BOD is composed of six or seven members, five in the case the BOD is composed of eight members).
All decisions of the BOD shall be voted at the majority of directors present at the meeting unless otherwise stated in the By-Laws or the Korean Law.
The Managing Director prepares minutes of the meeting that are circulated to the directors after the meeting.
Any director may resign by sending a written notice of resignation to the Chairman. Such resignation takes effect from the date of receipt or at the next general meeting of Council’s Members to maintain the minimum number of directors provided in article 7.1.
7.12.1 In case a director should be temporarily suspended for any misconduct, the Chairman shall convene a meeting including the targeted director. The director may present his/her defense before the BOD votes on the suspension with at least an affirmative vote from three-quarters of all the members of the BOD.
7.12.2 The suspension will keep effect until the next general meeting at which the Council’s members will vote on the dismissal in accordance with article 9 of the By-Laws.
In the case of a vacancy at the BOD, the Board may decide to fill the vacancy with members of the Council. The member so appointed shall hold office until the next annual general meeting of Council’s Members.
Article 8 GENERAL MEETING OF THE COUNCIL’S MEMBERS
8.1 General meeting of the Council’s Members
8.1.1 Annual General Meeting
The annual general meeting of the Council’s Members shall be held before the month of May each year and on a date and at a place to be selected by the BOD. It will vote on the report of the auditors on the financial statements of the previous year, the discharge of the BOD for its management of the Council for the past year, the review of the budget and activities for the forthcoming year, the composition of the BOD, the list of auditors and any other topic stated in the agenda.
8.1.2. Special General Meeting
Special general meeting shall be called by the Chairman or upon written requisition addressed to the Chairman and signed by not less than ten members with voting right.
8.2 Voting at General Meetings
8.2.1 Each member, except ex officio honorary member and partner association members, holds one voting right at general meetings of the Council’s Members.
8.2.2 All decisions of the general meeting of the Council’s Members shall be by resolutions adopted by the affirmative vote of a majority of the members with voting right present at the meeting except where a special quorum or majority of votes is required by Korean Law or by the present By-Laws.
8.3.1 Unless otherwise provided by Korean Law, a general meeting is convened by the Managing Director or the Chairman.
8.3.2 The agenda, as well as the financial statements of the previous year, the list of candidates for the BOD and as auditors as well as the date, time and location of the meeting, shall be notified in writing and sent by e-mail, fax or ordinary mail to the then last known address of each member.
8.3.3 Unless otherwise provided by Korean Law, notice must be given at least ten working days before the general meeting.
8.4 The general meeting of the Council’s members shall vote only on the items stated in the agenda and notified in accordance with the By-Laws or Korean Law.
8.5 The Managing Director will circulate the minutes of the meeting to the Council’s Members after the general meeting.
Article 9. AUDITORS
9.1 The annual general meeting shall designate up to two auditors from its members for a two-year term. They can be re-elected.
9.2 The auditors attend the BOD meetings and may provide their opinion (with no voting rights); they are given access to the accounts and financial documents. They shall provide their report during the annual general meeting of the Council’s Members and are accountable before the Council’s Members.
Article 10. STANDING COMMITTEES
The BOD may nominate any standing committees for purposes of continued interest of the Council. The formation and composition of a standing committee are at the discretion of the BOD.
Article 11. SPECIAL COMMITTEES
The BOD may create any special committees for special purposes, the formation and composition of which shall be at the discretion of the BOD.
Article 12. ELECTION OF THE BOARD OF DIRECTORS AND AUDITORS
12.1 Date of Elections
The directors and auditors are elected by the Council’s members at the annual general meeting of the Council’s Members each year.
12.2 Directors and auditors are selected among Council’s Members.
12.3 The Managing Director together with the Chairman prepares the list of i) directors whose term of office has expired and wish to be re-elected and ii) new candidates or director who served in case of vacancy as defined at Article 7.12 of these By-Laws.
12.4 Election of the auditors
Auditors whose term of office expired and wish to be re-elected or new candidates are presented on a separate list.
12.5 Both lists are voted at the BOD before they are sent to the Council’s Members with the agenda of the general meeting.
Article 13. SIGNATURE AND CERTIFICATION OF DOCUMENTS
13.1 Contracts, documents or any instruments in writing requiring the signature and seal of the Council shall be signed and sealed either by the Chairman, the Managing Director, the Vice Chairmen, or the Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Council without any further authorization or formality.
13.2 The directors shall have power from time to time by the By-Laws to appoint an officer or officers to sign on behalf of the Council specific contracts, documents, and instruments in writing. The seal of the Council when required may be affixed to contracts, documents, and instruments in writing signed as aforesaid by any officer or officers appointed by resolution of the BOD.
Article 14. WORKING RELATIONS
The Council may establish a working relationship or collaboration with:
the Swiss Embassy in Korea
Other foreign and Korean Chambers of Commerce, Trade and Industry established in Korea
Official trade bodies, association, or authorities in Korea
Any other Association in Korea fostering relationships between Korea and Switzerland
Article 15. FUNDS
The debts and liabilities of the Council incurred in the day-to-day business of the Council shall be satisfied from its assets and neither the members of the BOD nor the Managing Director nor the members of the Council shall incur any personal liability for such debts or obligations.
Article 16. DISSOLUTION
16.1 The dissolution of the Council shall be decided by the general meeting of the Council’s Members with a majority of ¾ of the Members present. Such resolution shall be confirmed at a special general meeting of the Council’s Members held not less than one month after the first with no less than half of the Members present, voting at a majority of three quarters.
16.2 The second general meeting of Council’s Members shall appoint a liquidator. The liquidator shall thereupon proceed to liquidate the remaining assets of the Council and inform the Korean authorities in accordance with the Korean Law.
Article 17. AMENDMENTS OF THE BY-LAWS
17.1 The BOD may from time to time amend the By-Laws to reflect on the current organization and needs of the Council.
17.2 The amendments to the By-Laws shall be voted by the BOD and then approved by a vote of the Council’s members at the next annual general meeting at the majority of 2/3 of the members present at the general meeting. The amendments to the By-Laws will be submitted to the Korean authorities in accordance with the Korean Law.
These by-laws have been approved by the Annual General Meeting which was held during the online General Meeting of Members which was held on 10 of April 2020.