ARTICLE Ⅰ - OFFICES
1. The principal office of the corporation in the Commonwealth of Virginia shall be located in Washington metropolitan area. The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from time to time requires.
2. The corporation shall be non-profit, non-stock corporation.
3. The corporation shall be engaged in the following activities:
a) Cooperating in science and technology and exchanging human resources between the Republic of Korea and the United States;
b) Improving science and technology education in Korea and U.S. and the corresponding policies;
c) Implementing the joint projects of common interest to Korea and U.S. scientific community and coordinating such projects;
d) Assisting and supporting the Korean-American Scientists and Engineers;
e) Cooperating advancement of science and technology of Korea and U.S. and education of general public of both countries for science and technology;
f) Other activities to ensure proper and efficient operation of the corporation.
ARTICLE Ⅱ - MEMBERS
The corporation shall have no members.
ARTICLE Ⅲ - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its Board of Directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these bylaws and the laws of the State of incorporation. Notwithstanding anything contrary herein, the following matters shall be managed by the Board of Directors;
a) Organization and number of officers;
b) Budgets and plans for each fiscal year;
c) Accounting for each fiscal year;
d) Disposition of major corporate assets;
e) Amendment of bylaws;
f) Amendment or revision of regulations;
g) Dissolution;
h) Other matters deemed necessary by the Board.
2. NUMBER, TENURE AND QUALIFICATIONS.
a) The number of directors of the corporation shall not be less than six (6) nor more than ten (10).
b) The Chairman of the National Research Foundation of Korea shall be the ex-officio director of the corporation and other directors shall be appointed every two (2) years by the National Research foundation (NRF), in Taejeon, Korea, a non-profit organization. The person whose endeavor is in the field of science and technology of Korea and U.S. may be appointed to the board of directors. Each director shall hold office until his successor shall have been appointed.
c) The Chairman of the National Research Foundation shall be the chairman of the Board of Directors. The Chairman shall preside over the meetings of board of directors and be the chairman of the meetings. In the event the chairman shall not take his place, if the designation is not made beforehand by the chairman, the chairman's function shall be performed by the director elected by a simple majority of the attending directors at the meeting.
d) There is no limit to the number of terms to be held by the directors.
3. REGULAR MEETING.
A regular meeting of the directors shall be called by the Chairman of the Board once or twice every year at the time and the place to be determined by the Board of Directors. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
4. SPECIAL MEETING.
Special meetings of the directors may be called by or at the request of the Chairman of the Board or the simple majority of the directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.
5. NOTICE.
Notice of the meetings shall be given at least 20 days previously thereto by written notice delivered personally, or by e-mail or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The notice shall provide the purpose(s), date and time and the place of the meeting.
6. QUORUM.
At any meeting of directors, the simple majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
7. MANNER OF ACTING.
a) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors, except for the instances set force in 7 c). The Chairman of the Board shall have the casting vote. Any director may vote through his or her proxy; provided, however, that such proxy in writing shall be registered with Secretary of the corporation at least five (5) days before the meeting. Any proxy shall have the duration of eleven (11) months unless specifically stated otherwise therein.
b) The minutes of each meeting shall be made as soon as practicable after each meeting, signed by the Chairman and any two or more directors, and kept by the Secretary of the corporation. Thereafter, the copy of the minutes shall be sent to each director immediately.
c) Amendments to the articles of incorporation and the bylaws, dissolution of the corporation and disposition of major corporate assets shall be approved by two-thirds majority of all the directors on the corporation registry. The two-thirds majority required by this subsection shall include the consent of the Chairman of the Board of Directors.
d) Each director now or hereafter serving as such shall be indemnified by the corporation against any and all claims and liabilities to which he has or shall become subject by reason of serving or having served as such director or by reason of any action alleged to have been taken, omitted or neglected by him as such director; and the corporation shall reimburse each such person for all legal expenses reasonably incurred by him in connection with any such claim or liability, provided, however, that no such person shall be indemnified against or be reimbursed for any expense incurred in connection with any claim or liability arising out of his willful misconduct or gross negligence. The amount paid to any officer or director by way of indemnification shall not exceed his actual, reasonable and necessary loss and expenses incurred in connection with the matter involved, and such additional amount as may be fixed by the Board of Directors and any determination so made shall be prima facie evidence of the reasonableness of the amount fixed or binding on the indemnified director. The Board of Directors may direct the officers of the corporation to procure an indemnity bond for the purposes of this article in the amount to be fixed by the Board of Directors. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any director of the corporation may otherwise be entitled by law.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of removal of directors without cause shall be filled by appointment by the National Research Foundation of Korea. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by the National Research Foundation of Korea or by action of the board. Directors may be removed without cause only by the National Research Foundation.
10. RESIGNATION.
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any directors from serving the corporation in any other capacity and receiving compensation thereof.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The Executive Committee may be established in order to advise the Chairman of the Board of Directors, consisting of no more than 8 members that may be directors or related persons designated by the Chairman. The Chairman shall designate the Chairman of the Executive Committee. An Audit Committee and a program may be established, with members drawn from the board as well as from outside the board. An International Advisory Committee may also be established.
ARTICLE Ⅳ - OFFICERS
1. NUMBER.
The officers of the corporation may be a president, an executive director, a secretary, and a treasurer, and the corporation shall have a president and a secretary. Such other officers and assistant officers as deemed necessary may be appointed by the president.
2. ELECTION AND TERM OF OFFICE
The officers of the corporation (except for the president) shall be appointed by the president annually and reported to the regular meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
3. REMOVAL.
Any officer or agent or appointed by the president may be removed by the president whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the president for the unexpired portion of the term.
5. PRESIDENT.
The Chairman of the Board of Directors shall be the president. In the event that the chairman of the Board of Directors cannot or chooses not to become the president, he shall appoint the president subject to approval of the Board of Directors. Such approval shall be given by a simple majority vote of the Board of Directors. The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.
6. EXECUTIVE DIRECTOR.
The executive director shall be a primary executive officer of the corporation, managing the day-to-day operation of the corporation. Notwithstanding anything contrary herein the executive director may be appointed and terminated by the president with the advice and consent of the Board of Directors and shall always be subject to the control and supervision of the president. The executive director shall in general direct, plan and formulate the activities and administration of the corporation, execute the plans and activities of the corporation, and control and supervise the other officers of the corporation (secretary and treasurer), and be responsible to the president and the board of directors for his control and supervision of the other officers of the corporation. He shall also perform analyses using a variety of information gathering and synthesizing means, including discussion of research activities with scientists and managers in academic, government and industrial laboratories in Korea and the U.S., and provide advice to the president and the board of directors through written reports, oral presentation or other means available. Qualifications for the executive director shall be the possession of strong track record of administration as well as research and development, and a thorough in-depth knowledge of the scientific and technical activities in both countries relating to his field of expertise. The executive director may not sign any deeds, mortgages, bonds, contracts, or other instruments on behalf of the corporation except in cases where the signing and execution thereof shall be expressly delegated by the president, the board of directors or by these bylaws; and in general shall perform all duties incident to the office of executive director as customary and such other duties as may be prescribed by the president from time to time.
7. SECRETARY.
The NRF Washington Officer shall be the secretary of the corporation. The secretary shall keep the minutes of the directors' and any other organization's meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each director which shall be furnished to the secretary by such director and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.
8. TREASURER.
The NRF Washington Officer shall be, if necessary, the treasurer of the corporation. If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties, as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE Ⅴ - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the directors may select.
ARTICLE Ⅵ - FINANCE
1. The corporation's basic assets shall consist of the following:
a) Initial capital investment;
b) Contributions (monies, real property, equipment, furniture and fixture) by foreign governments, domestic and foreign civic organizations and any natural persons;
c) Other assets determined by the Board of Directors to be basic assets.
2. DISPOSITION OF MAJOR CORPORATE ASSETS
In the event the following assets are disposed of, conveyed or hypothecated, the Board of Directors shall approve such disposition:
a) Real Estate (building and lot);
b) Other major assets determined by the Board of Directors.
3. OPERATING FUND
The operating fund of the corporation shall be spent from interests and proceeds of the initial capital investment and other revenues.
4. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
5. ACCOUNTING
a) The officers of the corporation shall make an annual accounting report to be certified as true and correct by a Certified Public Accountant immediately after expiration of each fiscal year and obtain approval of such report by the Board of Directors within three (3) months after expiration of each fiscal year. However, unless resolved by the Board of Directors, the audit is not required.
b) The annual accounting report shall consist of Balance Sheet, Profit/Loss Statement, Plan/Activity Comparison Chart and Certification by a certified public accountant.
ARTICLE Ⅶ - SEAL
The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, "Corporate Seal."
ARTICLE Ⅷ - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any director of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE Ⅸ - AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by two-thirds majority of all the directors on the corporation registry, at any regular or special meeting when the proposed amendment has been set out in the notice of such meeting. The two-thirds majority required by this article shall include the consent of the Chairman of the Board.
