Chapter 1 General Provisions

Article 1 (Name) The Incorporated Foundation shall be named The American Chamber of Commerce Community Fund (hereinafter the “Foundation”).

Article 2 (Purpose) The purpose of the Foundation is to enhance Korea-U.S. relations by providing job-retraining opportunities to the unemployed, promoting cultural exchange between Korea and the U.S. and supporting charities.

Article 3 (Location) The main office of the Foundation shall be located in Seoul.

Article 4 (Business) The Foundation shall be undertake the following activities aimed to achieve the purposes aforementioned in Article 2.

1.Re-training programs, job placement and subsidies for the unemployed and academic research projects.

2.Various cultural works, such as publishing and exhibitions, to promote Korea-U.S. cultural exchange and activities to support U.S. citizens in Korea.

3.Charities.

4.Activities similar to and related to the above actives.

5.Profitable businesses of which the proceeds shall be used for the above activities.

Chapter 2 Property and Accounting

Article 5 (Property)

1.Property of the Foundation shall be categorized into basic property and ordinary property. The property described in Attachment #1, contributed with the basic property at the time of incorporation, shall be designated as the basic property.

2.Sale, donation, ease and exchange of the basic property of Clause 1, its offering as collateral, assumption of obligation and waiver of rights shall be approved by the Minister of Labor through the deliberation of the Board of Directors.

Article 6 (Accounting)

1.Surplus of the budget, except for the amount that is carried over to the next year, shall be used for the activities aforementioned in Chapter 1, Article 4 through the deliberation of the Board of Directors.

2.The fiscal year of the Foundation shall be from January 1 to December 31.

3.Wages of the officers shall set through the deliberation of the Board of Directors. Officers, in principle, shall not be paid wages except for full-time officers who take charge of the operation of businesses aforementioned in Chapter 1, Article 4.

4.Property of the Foundation shall not be loaned or used by anyone of the following. Loan or use of the property by other persons shall not be permitted if the loan or use is not in favor of the purposes of the Foundation aforementioned in Chapter 1, Article 2.

(1)Founder of the incorporated Fund

(2)Officers specified in the articles

(3 Persons who have a kinship with the founder or the officers

(4)Person who have interest in the property of the Foundation

Chapter 3 Officers

Article 7 (The Classification of Term of Officers)

1.The Foundation shall have a Board of Directors composed of one President, four to nine Directors and one Auditor.

2.Each officer shall serve a term of 2 years.

3.Full-time officers, selected from one of the Directors, may be appointed by the President of the Foundation through the deliberation of the Board of Directors in order to take charge of the operation of businesses of the Foundation. The full-time officer shall assist the President and shall act in his/her behalf in the even of the President’s absence.

Article 8 (The Election of Officers)

1.Officers shall be elected by the Board of Directors.

2.If an officer is unable to serve his/her full term, a successor who will serve the remaining term shall be appointed by the Board of Directors.

3.Any direct relative of an officer or any relative within third degree of the officer’s spouse shall not be appointed as the Auditor.

4.The number of officers who have kinship, as described in the above Clause 3, with other officers shall not exceed the majority of all officers.

Article 9 (Duties of the Officers)

1.The President shall represent the Foundation, oversee overall operation of the Foundation and act as the Chairman of the Board.

2.The Board of Directors shall be organized by the President and shall deliberate and vote on matters which require the authorization of the Board.

3.Duties of the Auditor shall be the following:

(1)the audit of the property and accounting of the Foundation,

(2)the audit of matters relevant to the operation and affairs of the Board of Directors,

(3)the report to the Board of Directors on irregularities and improprieties from the audit described in the above subparagraphs (1) and (2),

(4)the request for convening the Board of Directors when necessary for the report aforementioned in the above subparagraph (3),

(5)the participation in Board of Directors meeting to state opinions on matters relevant to the operation and affairs of the Board.

Chapter 4 Board of Directors

Article 10 (The function of the Board of Directors) The Board of Directors shall deal with the following:

1.Matters relevant to budget, settlement of accounts, loans and acquisition or disposition of property.

2.Matters relevant to the amendment of the Articles of the Incorporated Foundation.

3.Matters relevant to the dissolution of the Foundation.

4.Matters relevant to the appointment and removal of officers.

5.Matters that fall within its power under the Articles of the Incorporated Foundation.

6.Other matters that are important to the operation of the Foundation as proposed by the President.

Article 11 (The Opening of Meetings and Quorums Required to Pass a Motion)

1.A Motion shall be passed with more than 1/2 of the Directors present and with the concurrence of more the half of the directors present.

2.Regarding Clause 1, written resolutions can be made on urgent matters.

Article 12 (Convening of Board of Directors Meetings) The Board of Directors meetings shall convene on the request of the President under the following situations, and the purpose of the meeting shall be notified to the officers before the day of the meeting.

1.When the President recognized the need for a meeting or when an officer requests that a meeting be held.

2.When an Auditor requests that a meeting be held.

Article 13 (The Exclusion of Officers from a Deliberation) The President or directors shall not be permitted to participate in the deliberation of the Board of Directors when they fall under the following.

1. When the deliberation is on their appointment or removal as officer.

2.When their interest in the receipt and delivery of money and property is in conflict with that of the Foundation.

Chapter 5 Supplementary Provisions

Article 14 (Amendment of the Article of the Incorporated Foundation and Dissolution of the Foundation)

1.Amendment of the Articles of the Incorporated Foundation shall require the concurrence of more the two-thirds of the directors and the approval of the Minister of Labor.

2.Dissolution of the Foundation shall require the concurrence of more than two-thirds of the directors and the approval of the Minister of Labor.

The remaining property of the dissolved Foundation shall be donated to non-profit-making juristic persons through the deliberation of the Board of Directors and the approval of the Minister of Labor.