ARTICLES OF INCORPORATIONOfKOREAN ASSOCIATION of MEDICAL COLLEGES

Enacted August, 26, 2008Amended January 30, 2009

Chapter I
General Provisions

Article 1
Corporate Purpose

The purpose of this Corporation, as established according to the provisions of Article 32 of the Civil Code and the rules on the establishment and oversight of non-profit organizations under the jurisdiction of the Ministry of Education and Human Resources Development, is to contribute to advancing medical education through exchange and cooperation among deans of medical colleges and medical schools.

Article 2
Corporate Name

The name of this Corporation is the Korean Association of Medical Colleges.

Article 3
Registered Office

The location of the Corporation is 302-75, Ichon-1dong, Yong-san-gu, Seoul, Korea.

Article 4
Undertakings

The Corporation shall be engaged in carrying out the following undertakings to fulfill the purposes provided in Article 1, and in furtherance of such purposes the Corporation may:

4.1 Promote exchange and cooperation among medicalcollegesand medical schools;
4.2 Identify and recommend ways to advance medical educationsystem and improving medical education through sharingmaterials on it; and
4.3 Carry out international exchange on medical education.

Chapter II
Membership

Article 5
Eligibility Requirements

5.1 Membership in the Corporation is limited to individuals whoserve as deans of medical colleges or medical schools whosubmit a written application and have been granted approvalby the Board of Directors and the General Meeting. However,the founding members shall be decided at the inaugural General Meeting.
5.2 As for universities which house both College of Medicine andSchool of Medicine, only one person¡ªeither dean of medicalcollege or medical school¡ªshall be qualifiedto be a member.
5.3 The Chairperson of the Board of Directors of the Associationwho also serves as dean of medical college or medical school retains membership during the tenure in the eventthat he/she leaves office as dean of medical college ormedicalschool.

Article 6
Rights and Duties

Members of the Corporation shall be obligated to pay dues, have the duty to participate in its operations and carry other rights and duties stipulated by the Articles.

Article 7
Change and Termination of Membership

7.1 A member may resign at any time.
7.2 A member shall report any change in membership to theCorporation immediately after such events occur.
7.3 A member who leaves office as dean of medical college ormedical school automatically ceases to be a member. Thesaidmembership in the Corporation is transferred to his/her successor.
7.4 Dues already paid by a member who resigns shall not berefunded. However, a person who succeeds the membershipshall be exempt from the dues for the fiscal year in whichthe outgoing member already paid the dues.

Article 8
Disciplinary Actions

Membership may be revoked by the action of the Board of Directors and the General Meeting if a member has been engaged in actions which violate the purposes of the Corporation or damage the prestige and dignity of the Corporation, or has failed to fulfill the obligations provided in Article 6.

Chapter III
Officers

Article 9
Officers

9.1 The Officers of the Corporation shall consist of the followingpersons: 1. 13 Directors 2. Two Auditors
9.2 The Chairperson of the Board of Directors counts towards thenumber of directors provided in subparagraph 1, paragraph 1 of this Article 9.

Article 10
Terms of Office

The term of officers shall be two years and extendable upon re-election. However, the term of half of the inaugural group of officers shall be a period equivalent to half of the regular term of officers.

Article 11
Executive Directors

11.1 The Chairperson of the Board of Directors may appoint up tofive executive directors out of all the registered directors in abid to have them share the responsibilities of undertakings provided in Article 4 with approval of the Board of Directors.
11.2 The Board of Directors determines how to distribute worksamong executive directors.

Article 12
Appointment of Officers

12.1 Directors are selected from members and appointed at theGeneral Meeting. If a director resigns prior to the end ofhis/her term, another member from the same university asthe outgoing director works for serves as a successor for theremainder of the term. The appointment of a successor issubject to ratification at the following General Meeting.
12.2 Auditors shall be appointed at the General Meeting from eitherprofessors of participating medical colleges or medicalschools or certified public accountants.
12.3 An officer may be removed from office prior to the end ofthe term. The dismissal of an officer shall be decided at theGeneral Meeting, which is subject to the presence of two-thirds of the enrolled members and affirmative vote oftwo-thirds of the members present.
12.4 If a vacancy occurs in the office of Director or Auditor, theAssociation shall fill such vacancy within two months of theoccurrence.

Article 13
Appointment and Term of the Chairperson of the Board of Directors

13.1 The Chairperson of the Board of Directors shall be appointedfrom Directors at the General Meeting.
13.2 A vacancy in the office of the Chairperson of the Board ofDirectors shall immediately be filled.
13.3 The Chairperson of the Board of Directors shall continue toserve in the post for the remainer of the term in the eventthat the term of his/her office as dean of medical college ormedical school is finished.

Article 14
Responsibilities of the Chairperson of the Board of Directors and Directors

14.1 The Chairperson of the Board of Directors shall represent theAssociation, governing its affairs of operation.
14.2 Directors shall attend the Board meetings to decide matters ofthe Association and handle tasks assigned by the Board ofDirectors and the Chairperson of the Board of Directors, excluding those assigned by executive directors.

Article 15
Acting Chairperson of the Board of Directors

15.1 In the event the Chairperson is unable to perform the dutiesof the office, the most elderly of Directors shall serve as anacting Chairperson.

Article 16
Duties of Auditors

Auditors shall perform the following duties:
1. To inspect the Association's financial situation
2. To inspect the operation of the Board of Directors and theperformance of Directors
3. To report irregularities or corruption in financial managementor administrative management to the Board of Directors, theGeneral Meeting or the competent authorities immediately, ifany.
4. To call the Board meeting or the General Meeting to report acase provided in subparagraph 1, if necessary.
5. To state an opinion on the Association's financial managementor the operations of the Board of Directors or the GeneralMeeting at the Board meeting or the General Meeting.
6. To name and sign the minutes of the General Meeting andthe Board meeting.

Article 17
Advisor and Counselor

17.1 The Association may appoint advisors and consultants.
17.2 The Chairperson shall appoint an advisor or a consultant outof those who have greatly contributed to the medical education field with approval by the Board of Directors.
17.3 The term of the office of advisor and consultant shall be equivalent to that of officer.
17.4 The Chairperson may, if necessary, mandate the establishmentof an advisory council and serve as its head.
17.5 The organization and operation of the advisory council shallbe set forth in a separate document.

Chapter 4
General Meeting

Article 18
Functions

The General Meeting shall decide the following matters:
1. appointing and dismissing Directors, Auditors and the Chairperson of the Board of Directors
2. dissolving the Corporation
3. disposing of basic properties
4. devising operation plans
5. reporting budget and settlement of accounts
6. amending the Articles and devising various rules and regulations
7. membership dues
8. other matters than the ones assigned to officers or the Boardof Directors by the Articles

Article 19
Convocation

19.1 The General Meeting shall consist of the regular session andspecial sessions. The regular session of the General Meetingshall be held once a year¡ªeither in January or in February¡ª and special sessions shall be convened as many times as possible if deemed necessary by the Chairperson.
19.2 The Chairperson shall convene the General Meeting and preside over it.
19.3 Members shall be notified of the schedule and the purposesof the General Meeting at least seven days earlier than thescheduled time of meeting.
19.4 The General Meeting shall decide the notices provided in paragraph 19.2.

Article 20
Quorum

20.1 The General Meeting shall begin its session by the presence ofa majority of the enrolled members, unless otherwise prescribedby the Articles.
20.2 The General Meeting affirms matters by a vote of a majorityof the members present, unless otherwise prescribed by theArticles. In the case of a tie, the Chairperson shall decide.

Article 21
Special Cases of Convening General Meeting

21.1 The Chairperson shall take the action to call the General Meeting within two weeks of the request of convocation in theevent General Meeting is called as provided pursuant to thefollowing subparagraphs: 1. when over one-third of the enrolled members make the request of convocation to discuss matters related to the
    corporate purpose
2. when a majority of directors make the request of convocation to discuss matters related to the corporate purpose 3. when an auditor makes the request of convocation accordingto the provisions of paragraph 16.4
21.2 In the event the Chairperson does not take the action tocall the General Meeting within two weeks of the requestof convocation which has been made according to the provisions of subparagraph 1, paragraph 21.1, the memberwho has made the request may call the General Meetingwith permission from a court of law
21.3 In the event the Chairperson does not take the action tocall the General Meeting within two weeks of the requestof convocation which has been made according to the provisions of subparagraphs 2 and 3 of paragraph 21.1 orit is impossible to call the General Meeting due to a vacancy inthe office of the Chairperson, the General Meeting can be called by affirmative vote of a majority ofdirectors and permission from the competent authorities.
21.4 The General Meeting held as provided in paragraphs 21.2and 21.3 shall be presided over by a director chosen at theGeneral Meeting by the eldest member present in the Boardmeeting who serves as a host of the convocation.

Article 22
Voting Right

A member shall be bereft of voting right on one of the following matters:
1. the appointment or dismissal of oneself as an officer
2. the receipt of money or properties against the interest of theCorporation
3. the resolution of a relation between the Corporation and any ofits members

Chapter 5
Board of Directors

Article 23
Functions

The Board of Directors shall decide the following issues:
1. business plan
2. budget plan and statement of closing accounts
3. plan of amendment of the Articles and plan of establishingvarious provisions
4. plan of levy and collection of membership dues
5. matters assigned by the General Meeting
6. matters of responsibilities pursuant to the Articles
7. matters related to the operation and management of the Corporation

Article24
Quorum

24.1 The Board of Directors may not open its session unless amajority of the registered directors are present.
24.2 Appointing a director of the Board is decided by affirmative vote of a majority of the directors present. Inthe case of a tie, the Chairperson decides the matter.

Article 25
Voting Right

The Chairperson or a director shall be bereft of voting right on one of the following matters:
1. the appointment or dismissal of oneself as an officer
2. the receipt of money or properties against the interest of theCorporation
3. the resolution of a relation between the Corporation and any ofits directors including the Chairperson

Article 26
Convocation

26.1 The Chairperson shall call and preside over the Board of Directors meeting.
26.2 Directors shall be notified of the schedule and the purposeof the Board meeting at least seven days earlier than thescheduled time of meeting.
26.3 The Board of Directors may exercise voting rights only if theconditions provided in paragraph 26.2 are met.
26.4 In the event that all the registered directors are present andall of them agree on the agenda, they can discuss and approve it despite the provisions of paragraphs 26.2 and 26.3.

Article 27
Special Cases of Convening the Board meeting

27.1 The Chairperson shall take the action to call the Board of Directors meeting within two weeks of the request of convocation in the event that the request is made as providedpursuant to the following subparagraphs: 1.when a majority of directors make the request of convocation to discuss matters related to the corporate purpose 2.when an auditor makes the request of convocationaccording to the provisions of paragraph 4 of Article 16
27.2 In the event the Chairperson does not take the action tocall the Board of Directors within two weeks of the requestof convocation which has been made according to the provisions of paragraph 27.1, or a vacancy in the office ofthe Chairperson occurs, the Board of Directors meeting canbe called by affirmative vote of a majority of the registereddirectors and with permission from the competent authorities.
27.3 The Board of Directors meeting which is held as provided inparagraph 27.2 shall be presided over by a director who ischosen by the eldest member present of the Board who serves as the host of the convocation.

Article 28
Committees

28.1 The Board of Directors shall have the following committees;and the terms of office for members of the said committeesshall be equivalent of that of an officer: 1. Planning and Coordination Committee 2.Education Policy Committee 3.Joint Operations Committee 4. External Cooperation Committee
28.2 The Board of Directors shall have a special committee; andthe term of office for members of the said committee shallbe the same as that of an officer.
28.3 The chairperson of each committee shall appoint membersand serve as the chief director in charge of executing theconcerned undertakings. However, only a person other thanthe Directors of the Board may be appointed the chairpersonof the said committee in a bid to implement its operationssuccessfully.

Article 29
Committee of Technical Expertise

29.1 The Corporation may have the Committee of Technical Expertise which consists of about ten professors of medical colleges or medical schools in a bid to foster expertise within the Association and assist the Board ofDirectors.
29.2 The term of office for the members of the Committee ofTechnical Expertise shall be four years, but the membersmay be classified into groups so that each group may carry the term of office for unidentical duration of time.
29.3 Members of the Committee shall be appointed by the Chairperson and one of the members serve as an administrator to facilitate the operation of the Committee.

Article 30
Administration of Committees

30.1 Committees including the Committee of Technical Expertisemay form and operate subcommittees of professionals, ifnecessary.
30.2 Detailed rules on the formation and operation of Committees including the Committee of Technical Expertiseshall be set forth in a separate document.

Article 31
Office of Secretariat

31.1 The Corporation may have the office of secretariat and hirean executive secretary, staffers and researchers.
31.2 The executive secretary's post shall be assumed by the administrator of the Committee of Technical Experts.
31.3 Detailed rules on the establishment and operation of theoffice of secretariat shall be set forth in a separate document.

Chapter 6
Properties and Accounting

Article 32
Classifications

32.1 The properties of the Corporation shall be classified into basicproperties and operating properties.
32.2 Any properties as prescribed by one of the following subparagraphs shall be defined as basic properties while allthe others shall be operating properties. 1.properties contributed at the time of establishment of the Association 2.properties donated or obtained for free, except forthose found hard to be categorized into basic properties inlight of the
    purpose of donation at the General Meeting.
3.operating properties which have been decided at the General Meeting to be incorporated into basic properties 4.unappropriated surplus set aside for reserve
32.3 The Corporation has the following basic properties: 1.Basic properties at the time of establishment of the Corporation are equivalent to the list on Attachment 1. 2.The current basic properties are listed on Attachment 2.

Article 33
Management of Properties

33.1 In the case of carrying out transactions such as sale, transfer,lease and exchange of such basic properties as provided inparagraph 3 of Article 32; offering the said properties as security; taking on liabilities with the backing of the saidproperties; relinquishing the right to the said properties, approval by the Board of Directors and the General Meetingshall be required.
33.2 In the case of acquisition of properties by way of purchase,donation or other methods, an action shall be taken immediately to incorporate such properties into the treasureof the Corporation.
33.3 Basic properties and operating properties of the Corporationshall be maintained, preserved and managed otherwise asmandated by the Chairperson except for the cases providedin paragraphs 1 and 2.
33.4 In the case of changes to the list or assessed amount ofbasic properties, an action shall be taken to get approvalby the General Meeting, revise the list on Attachment 2(the list of current basic properties) and amend the Articles.

Article 34
Assessment of Properties

The assessment of the Corporation' properties shall be done according to the market price at the time of acquisition.

Article 35
Covering Expenses

Expenses incurred for the maintenance and operation of the Corporation shall be covered by proceeds from operating basic properties, membership dues, donations and other incomes.

Article 36
Classifications of Accounting

36.1 The Corporation's accounting system is classified into the accounting of purpose-driven undertakings and the accounting of profit-making business.
36.2 As provided in paragraph 1, incomes subject to the levyof corporate income tax according to the provisions of theCorporate Income Tax Law and corresponding expensesshall be tracked in the accounting system of profit-makingbusiness, while the other incomes and expenses shall bereported into the accounting system of purpose-driven undertakings.
36.3 Expenses found hard to be classified into either accountingsystem are treated as stipulated by the provisions of statutes governing the corporate income tax.

Article 37
Accounting Principles

The accounting of the Corporation shall be managed according to the principle of accrual-based corporate accounting in a bid to get an accurate picture of the organization's performance and profitability.

Article 38
Fiscal Year

The fiscal year of the Corporation shall be equivalent to that of the government.

Article 39
Other Actions

Actions such as taking on liabilities or relinquishing receivables shall be subject to approval by the Board of Directors and the General Meeting.

Article 40
Prohibition of Lending Properties to Officers

40.1 The properties of the Corporation shall not be leased or usedby persons provided in the following subparagraphs withoutdue payment: 1. Officers of the Corporation 2.Persons provided in subparagraphs 1 and 2; persons in a family relation to the Corporation's officers pursuant to the provisions of the Civil Code, Article 777; or other corporations for which such persons serve as officers 3.Persons closely related to the Corporation in terms of its properties
40.2 Even those who are not subject to any of the subparagraphsof paragraph 40.1 shall not lease or use the properties of the Corporation without making due payment unless there is a justifiable reason in light of the purpose of the Corporation.

Article 41
Budget and Statement of Accounts

The Association shall submit the following documents to the competent authorities within two months of the end of each fiscal year after getting approval by the Board of Directors and the General Meeting. 1. one copy of a business plan and a statement of earnings andexpenses for the following fiscal year 2.one copy of a statement of business performance and closingaccounts for the current fiscal year 3.one copy of a list of properties as of the end of the currentfiscal year

Chapter 7
Supplementary Provisions

Article 42
Amendment of the Articles

The Articles of Incorporation shall be amended by a two-thirds vote of the enrolled members at the General Meeting. The amendments shall be attached with the following documents and submitted to the competent authorities for permission. 1.one copy of Statement of Reasons 2.one copy of Amendments of the Articles (including a checklist of revisions) 3.one copy of a document evidencing amendments such as theminutes of the General Meeting or the Board of Directors 4.one copy of a document stating reasons for disposition, list of disposed properties, disposition methods, etc. in the case of amending
    the Articles as a result of disposing of basic properties

Article 43
Corporate Dissolution

The dissolution of the Corporation requires a two-thirds vote of the enrolled members at the General Meeting and permission from the competent authorities; the liquidator, except for the case of bankruptcy, shall complete the registration of dissolution within three weeks of the assumption of office and report the dissolution to the competent authorities with a certified copy of registration.

Article 44
Distribution of Net Assets

The net assets of the Corporation shall be distributed to the Seoul Metropolitan Office of Education in the case of dissolution.

Article 45
Detailed Rules

Detailed rules on the execution of the Articles shall be subject to approval by the Board of Directors and the General Meeting.

Article 46
Names and Terms of Founding Officers

The officers and their terms in place at the time of establishment of the Association are as follows: - omitted -

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