Name and Domicile
The organisation shall be known as The British Chamber of Commerce in Korea (hereinafter "the Chamber"). The principal office of the Chamber shall be located in the City of Seoul, Republic of Korea
The objects for which the Chamber is established are:
1. To promote the development of British trade. Commerce, and investment in the Republic of Korea.
2. To represent, express and give effect to the opinion of the British Business Community in Korea about all type of trade, commerce, finance, industry and other questions relating to British interest in Korea.
3. To collect and disseminate amongst its Members statistical and other information about commerce and industry.
4. To provide opportunities for its Members to meet for business and social purposes.
5. To do all such things as may be conductive to the extension of trade, commerce and industry, incidental to the attainment of the above objects.
The Constitution may only be amended by resolution duly adopted at an Extraordinary General Meeting convened and held in accordance with the Rules and Regulations of the Chamber.
Rules & Regulations
- The British Chamber of Commerce in Korea (hereinafter called “the Chamber”) shall consist of Patron, Corporate, Corporate Additional, Professional, Overseas Corporate, Overseas Professional and Honorary Members.
- Patron Members and Corporate Members must be firms (including partnerships and sole proprietorships), companies and corporate bodies (hereinafter collectively referred to as “Parties”) which are British and which are domiciled in or maintain permanent representation, either directly or as a shareholder in a joint venture, in the Republic of Korea; or such other Parties whose interests, in the opinion of the Executive Committee, coincide with the interests of the British business community in Korea. Each Patron and Corporate Member shall be entitled to nominate a member of its organisation to represent it and to vote on its behalf. Each Patron and Corporate Member in good standing shall be entitled to one vote at any meeting of the Chamber.
- Parties not domiciled in nor maintaining permanent representation in the Republic of Korea, but who would otherwise qualify as Corporate Members or Professional Members, may join the Chamber as Overseas Corporate or Overseas Professional Members. Overseas Corporate or Overseas Professional Members shall not be entitled to vote at any meeting of the Chamber nor to serve on the Executive Committee.
- Employees of companies which are Patron Members or Corporate Members, other than the individual nominated to represent such Members may become Patron or Corporate Additional Members, but are not entitled to vote at meetings or hold office save as indicated in paragraph 11.
- A person whose interests, in the opinion of the Executive Committee, coincide with the interests of the British Business Community in Korea may become a Professional Member. A Professional Member should be resident in the Republic of Korea and employed there by a firm, company or corporate body which does not qualify as a Patron member or a Corporate Member. Professional Members shall not be entitled to vote at any meeting of the Chamber nor to serve on any committee.
- The Executive Committee shall have the power to offer Honorary Membership. An Honorary Member shall be entitled to take part in Chamber activities but shall not be entitled to vote at any meeting of the Chamber nor to serve on any committee.
2. Executive Committee
- The Chamber shall be under the management and direction of an Executive Committee to be elected at the Annual General Meeting. The Executive Committee shall consist of a Chairman, two Vice Chairman, a Treasurer, a Secretary (hereinafter collectively called “Officers”) and one or more other members, but so as not to exceed twelve persons in all. Except as provided for in Article 11 below, they shall be the accredited representatives of Patron Members or Corporate Members in good standing. A Vice Chairman may serve concurrently as Secretary or Treasurer. The election of the Executive Committee will be decided by a ballot amongst accredited representatives of Patron Members and Corporate Members entitled to vote at the meeting. Formal papers will be distributed at the meeting and retained as evidence by the secretary. Except as regards appointment, no individual details will disclosed except to an independent third party in the event of a dispute.
- The term of office of each member of the Executive Committee shall begin at the close of the Annual General Meeting at which the member is elected to the Executive Committee and shall end at close of the next Annual General Meeting.
- The Executive Committee shall have the discretion by resolution to invite officers of H.M. Government and other important personages to join in the deliberations of the Chamber or of the Executive Committee for special purposes.
- The Executive Committee shall have the authority to determine the amount of and to effect payment of salary of any employee of the Chamber.
- The Executive Committee shall, after election at the Annual General Meeting, appoint from amongst their number a Chairman, two Vice Chairmen, a Treasurer and a Secretary (hereinafter collectively called “Officers”). In the event that more than one person wishes to stand for election as an Officer, the outcome shall be decided by means of a ballot.
3. Nomination and Removal of members of Executive Committee
- Members may be nominated for election to the Executive Committee in writing by two Patron Members or Corporate Members in good standing. Nominations must be received by the Secretary at least fourteen days before the respective Annual General Meeting.
- In the event that the election of an Executive Committee is not for any reason effected at an Annual General meeting, or if an Annual General Meeting is not held, the members of the Executive Committee holding office for the term ending with such Annual General Meeting, whether or not held, shall be deemed to have been re-elected.
- A member of the Executive Committee may be removed from office at any time by a resolution duly adopted at the Extraordinary General Meeting.
- A member of the Executive Committee who is replaced as accredited representative by his Member organisation will be required to tender this resignation from the Executive Committee at that time.
4. Meeting of the Executive Committee
- The Chairman shall call meetings of the Executive Committee as often as may be necessary for the dispatch of ordinary business and to carry out such of the objects of the Chamber as these Rules empower it to perform.
- A Special Meeting of the Executive Committee may be called by the Secretary on his/her own authority, or on the demand of not less than three of its members, three days' notice being given of the time and place and object of such Special Meeting.
- At all meetings (whether original or adjourned) of the Executive Committee, fifty percent of the members of the Committee shall constitute a quorum; and if that number be not present within half an hour after the time appointed, the meeting, shall be adjourned and notice shall be given to each member of the Executive Committee of the date and place and time to which it shall have been adjourned.
- Resolutions of the Executive Committee shall be adopted by a majority of the members present and voting at a meeting for which there is a quorum.
- The Executive Committee shall have the authority to determine the amount of subscriptions payable by members as described in Article 14 below.
- The Executive Committee may from time to time delegate authority to Sub-Committees of not less than three members selected from Members of the Executive Committee or co-opted Members of the Chamber.
- Three Committee Members shall form a quorum, and resolutions of a Committee shall be adopted by a majority of members present and voting at a meeting for which there is a quorum.
6. Admission of Members
- Candidate shall apply for admission as a Member in writing to the Director General and the proposal shall be brought before the Executive Committee at their next or some subsequent meeting, when the majority of the members of such Executive Committee then present may admit the candidate as a Member; and such admission, together with payment of the proper subscription, will constitute Membership. If such a new Member is not already known to a member of the Executive Committee one will be appointed to contact them and discuss their admission.
7. Expulsion of Members
- The Chamber may expel a Member whose continued membership is considered detrimental to the Chamber for any reason. A resolution for the expulsion should be put before the full Executive Committee and passed by not less than two thirds of the committee attending the meeting.
- If any Member's subscription shall be more than 6 months in arrears and no satisfactory reason is given therefore, by resolution duly adopted by the Executive Committee such Member's name may be struck from the list of Members.
8. Annual General Meeting
- The Chamber will hold an Annual General Meeting once a year within two months after the close of the respective financial year to receive a report from the Executive Committee. The following business shall be included in the Agenda of every Annual General Meeting of the Chamber; (a) Receipt of the Chairman's Annual Report (b) Receipt of a Statement of Accounts (c) Election of an Executive Committee (d) Appointment of Auditor(s)
- The Executive Committee shall, at least twenty-one (21) days before the Annual General Meeting, cause notices to be posted to the Patron and Corporate Members stating the objects of the Meeting and other business to be entertained
- Twenty one (21) of the Patron Members or Corporate Members in good standing shall constitute a quorum for an Annual General meeting, and all resolutions shall be adopted by at least a majority of the Members present and voting; provided, however, that if a Meeting is adjourned, in the manner provided below, due to the failure of a quorum to be present at the time and place specified, no quorum shall be required for the Meeting when called to order at the time and place to which it has been so adjourned.
- In the event that a quorum is not present within half an hour after the time appointed for an Annual General Meeting, the meeting shall be adjourned fourteen (14) days later and written notice thereof shall promptly be given to all the Patron Members and Corporate Members.
9. Extraordinary General Meeting
- An Extraordinary General meeting of the Chamber may be convened by the Executive Committee, either on its own authority or at the request of ten (10) Patron Members or Corporate Members of the Chamber, made to the Secretary in writing and notices of such Extraordinary General Meeting shall be posted to the Patron Members and Corporate Members at least twenty-one (21) days in advance, specifying the objects of the Meeting. In the case of an Extraordinary General Meeting convened for the purpose of amending the Constitution of the Chamber or these Rules and Regulations, both the written request to the Secretary (if such a request is made) and the notice of the meeting shall state the precise nature of the amendments to be proposed. No business shall be discussed at an Extraordinary General Meeting except that for which it shall have been convened.
- Twenty five (25) of the Patron Members and Corporate Members in good standing, or their written proxy duly received 2 working days before the meeting, shall constitute a quorum for an Extraordinary General Meeting, and all resolutions shall be adopted by at least three-fourths of the Corporate Members present and voting; provided, however, that if a Meeting is adjourned, in the manner provided below, due to the failure of a quorum to be present at the time and place specified, no quorum shall be required for the Meeting when called to order at the time and place to which it has been so adjourned.
- In the event that a quorum is not present within half an hour the time appointed for an Extraordinary General meeting, the meeting shall be adjourned to the same time and place fourteen (14) days later and written notice thereof shall promptly be given to the Patron Members and the Corporate Members.
10. Duties of Officers
The Chairman shall preside at all meetings at which he is present. The Chairman shall have and shall exercise general supervisory authority over the affairs and activities of the Chamber. In the absence of the Chairman, either of the Vice Chairmen may assume the duties of the Chairman. At meeting at which both Vice Chairmen are present, they shall preside alternately.
11. Secretarial Duties
The Secretary (who may be either elected from the Executive Committee or be hired as an employee of the Chamber) shall, as directed by the Chairman, attend Meetings of the Chamber and Executive Committee, record proceedings and conduct the correspondence of the Chamber. He/she shall also attend to the business connected with the election of Members, Officers and the Executive Committee, inform new Members of their election, and circulate the Chairman's Annual Report.
12. Vacancies in Office
Any vacancy occurring amongst the Officers of Chamber or in the Executive Committee at any time after the Annual General Meeting may be filled from the remaining Executive Committee and additional Members may be co-opted to maintain the Executive Committee total of 12 all for a term expiring at the next Annual General Meeting
13. Financial Year and Accounts
- The Financial Year for the Chamber shall be from 1st January to 31st December.
- Proper books of account shall be kept and receipt on a printed form shall be given for all subscriptions, contributions, donations and legacies to the Chamber; and the Balance Sheet and Accounts of the Chamber for each Financial Year, showing the receipts, payments and liabilities (if any), shall be prepared and submitted to the Auditor together with all books, vouchers and accounts and after such Balance Sheet has been audited the Executive Committee shall present the accounts to the Chamber at the Annual General meeting next following the close of each Financial Year.
14. Annual Subscription
- Every Patron, Corporate, Corporate Additional, Professional, Overseas Corporate and Overseas Professional Member shall pay an annual subscription in advance as may be decided by the Executive Committee, the first dues being payable on election, and thereafter on the 1st January in each year.
- Where members join during the year, the subscription payable shall be as follows: Joining between 1 January and 31 March - Full Annual Fee Joining between 1 April and 30 June - 3/4 Annual Fee Joining between 1 July and 30 September - 1/2 Annual Fee Joining between 1 October and 31 December - 1/4 Annual Fee The additional fee for Patron Membership will be payable in full irrespective of the date of joining this class of membership.
- A Member who has not paid his annual subscription within sixty (60) days of the beginning of the respective financial year shall not be considered a Member in good standing.
Pursuant to a resolution duly adopted at an Extraordinary General meeting, the Chamber may be dissolved. If upon dissolution there shall remain, after the satisfaction of the Chamber's debts and obligations, any assets whatsoever, such assets together with all important records of the Chamber shall be placed in the custody of an appropriate officer of H.M. Government or other appropriate entity or agency as the Executive Committee may decide.
Any proposal to amend these Rules and Regulations will be submitted to an Extraordinary General meeting of the Chamber convened in accordance with Article 9 of these Rules and Regulations.