Constitution
Chapter 1: General
-
Article 1 (Name)
This corporation shall be called “Korea Offshore Service Industry Association” (hereinafter referred to as the “Association”).
-
Article 2 (Purpose)
The purpose of the Association is to promote the offshore plant service industry by supporting the domestic and international market entry of member companies through mutual cooperation, shared utilization of technology and infrastructure, and the systematization of policy support, thereby enhancing mutual interests and contributing to the development of the national economy.
-
Article 3 (Location)
- The main office of the Association shall be located at ‘#304, 10, Saenggok-ro 189beon-gil, Gangseo-gu, Busan, Korea’.
- To improve operational efficiency, the Association shall establish branch offices in the following regions:
- #508, 1350, Geojebuk-ro, Jangmok-myeon, Geoje-si, Gyeongnam, Korea
- The Association may amend its articles and establish branch offices elsewhere with the approval of the competent authority when necessary.
-
Article 4 (Projects)
The Association shall carry out the following projects to achieve the objectives set forth in Article 2:
- Collaborative activities among members
- Research, surveys, publicity, publishing, and publications to promote and raise awareness of the offshore plant service industry
- Survey of the actual conditions, information construction, and provision for the offshore plant service industry
- Development and dissemination of technologies in the offshore plant service industry
- Collection, investigation, analysis, and provision of technical information related to the offshore plant service industry
- Training, certification, and qualification programs for professional personnel
- Tasks entrusted by the government
- Other incidental projects related to items 1 through 7 and projects necessary to achieve the Association’s goals
-
Article 5 (Prohibition on Involvement in Public Elections)
- The Association shall not support or oppose any specific political party or individual in public elections, nor engage in any activity that affects election outcomes.
- The Association shall not be established or operated for the purpose of promoting the doctrines of a specific religion.
-
Article 6 (Operational Principles)
- The Association shall make efforts to smoothly achieve the founding purpose outlined in Article 2.
- The Association shall operate in accordance with civil law, relevant statutes, these articles of incorporation, and the conditions approved by the competent authority.
- The Association’s services shall not be restricted based on birthplace, educational background, occupation, place of work, social status, or special relationships with the Association.
Chapter 2: Membership
-
Article 7 (Types and Qualifications of Members)
- The qualifications for membership shall be individuals or entities that agree with the Association’s purpose and submit the designated application form, and are approved as members by the Association.
- The membership of the Association shall be classified into Regular Members, Associate Members, and Individual Members. The qualifications for Regular Members shall be managed by a separate regulation.
-
Article 8 (Rights and Duties of Members)
- Regular Members shall have the right to participate in the operations of the Association through the General Assembly, including voting rights and eligibility to vote and be elected as officers. Associate and Individual Members may attend the General Assembly but shall not have voting rights.
- Members shall have the right to participate in various projects carried out by the Association, subject to approval.
- Members shall comply with the Articles of Incorporation and other regulations of the Association.
- Members shall adhere to the resolutions made in meetings including the General Assembly and the Board of Directors.
- Members shall pay the admission fee, annual membership fee, and other contributions.
- Membership fees shall include admission fees, regular fees, executive fees, and special fees. Specifics regarding the amount, payment methods, and procedures shall be defined in separate regulations.
- Members shall maintain the honor and dignity of the Association.
- Members shall cooperate with the Association by submitting necessary materials and supporting the execution of the Association’s projects.
- Members shall report any important changes such as company name, representative, office address, suspension or closure of business.
-
Article 9 (Withdrawal and Expulsion of Members)
- Members may freely withdraw from the Association by submitting a withdrawal form of their own will.
- Members may be subject to disciplinary action or expulsion by a resolution of the Board of Directors if any of the following apply. The methods, procedures, and types of disciplinary action shall be separately defined:
- Actions that damage the reputation of the Association
- Causing harm to the Association or other members, either intentionally or by negligence
- Failure to pay the designated membership fee for more than one year
- Before a member is expelled, the member shall be notified of the reason and given an opportunity to explain before the Board of Directors. If the member does not respond within 7 days without just cause, it shall be deemed that they have no objection.
- Members who are expelled shall be notified in writing of the decision.
- In the event of withdrawal or expulsion, the paid membership fee shall be refunded on a pro-rata basis according to the remaining period.
-
Article 10 (Succession of Membership Status)
- If a corporate member undergoes a merger or transfer of business resulting in a change in representative, supporting documentation must be submitted within 30 days from the occurrence of such event.
Chapter 3: Executive Officers
-
Article 11 (Types and Number of Executives)
- The Association shall have the following executive officers:
- 1 President
- 2 Vice Presidents
- Between 5 and 12 Directors (including the President and Vice Presidents)
- Up to 2 Auditors
- All officers except for the auditors mentioned in Paragraph 1 shall be deemed directors under the Civil Act.
- All officers shall serve on a non-executive basis. However, one person other than the President may be appointed as an executive officer by resolution of the General Assembly.
- The Association shall have the following executive officers:
-
Article 12 (Appointment and Term of Office)
- Directors and Auditors shall be elected at the General Assembly and must be registered with the competent court and reported to the supervising authority within three weeks of the election date.
- The President shall be elected by the General Assembly from among the Directors.
- Executive officers shall be appointed by the General Assembly from among the Directors and must complete all necessary administrative procedures and approvals.
- The term of office for Directors shall be 3 years, and for Auditors 2 years, both with the possibility of reappointment. However, the term of a by-elected officer shall be the remainder of the predecessor’s term.
- In the event of a vacancy, a by-election must be held. However, if the legal quorum is maintained and there is no hindrance to business operations, the by-election may be deferred or conducted at the next regular General Assembly.
- If an elected officer resigns from their position within their affiliated organization, the person elected through a by-election shall succeed to the officer’s duties.
- Unless otherwise specified, the term of office shall continue until the opening of the General Assembly in the year of expiration.
- The election of new officers shall be completed at least two months before the term expiration.
-
Article 13 (Dismissal of Officers)
An officer may be dismissed by resolution of the General Assembly if they engage in any of the following acts:
- Acts contrary to the objectives of the Association, or damage to its reputation or property
- Conflicts among officers, accounting irregularities, or significant misconduct
- Obstruction of the Association’s business, causing loss or damage
-
Article 14 (Disqualification of Officers)
- The following individuals shall not be eligible to serve as officers:
- Persons under adult guardianship or limited guardianship
- Bankrupt persons who have not been reinstated
- Persons disqualified or suspended from duties by court judgment or other legal reason
- Persons sentenced to imprisonment or higher who have not completed three years since release or exemption
- Persons under suspension of execution of imprisonment or higher
- If an officer becomes subject to any of the above, they shall lose their qualification as an officer.
- The following individuals shall not be eligible to serve as officers:
-
Article 15 (Duties of Officers)
- The President represents the Association, oversees all affairs, and serves as chairperson of the General Assembly and the Board of Directors.
- The Vice Presidents assist the President and, in the event the President is unable to fulfill duties, the senior Vice President shall act on their behalf.
- The Executive Director shall be a full-time officer managing the Association's affairs under the direction of the President.
- Directors shall attend Board meetings and decide on matters related to the Association, and carry out tasks delegated by the Board or President.
- The Auditors shall perform the following duties:
- Audit the financial status of the Association
- Audit the operation and tasks of the General Assembly and Board of Directors
- Request correction and report to the supervisory authority if any irregularities are found in audits
- Request the convening of the General Assembly or Board of Directors if necessary for reporting
- Express opinions to the General Assembly, Board of Directors, or President regarding the Association’s financial and business matters
-
Article 16 (Acting President)
- In the event of the President’s inability to perform duties, unless otherwise designated, the senior Vice President shall act on their behalf.
- If the Vice Presidents are also vacant, the Board of Directors shall appoint one of the Directors to act as President.
- The Board meeting mentioned in Paragraph 2 shall be convened with the consent of a majority of Directors, and the acting President shall be elected by a majority vote under the supervision of the senior attending Director.
- The acting President elected under Paragraph 2 shall immediately proceed with the necessary steps for the election of a new President.
- If no acting President can be appointed through the above procedures, the senior Director shall convene a General Assembly to proceed with the election of officers and President.
-
Article 17 (Advisors)
- The Association may appoint advisors if necessary.
- Advisors shall be appointed by the President with the resolution of the Board of Directors from among individuals with distinguished knowledge and experience in maritime fields or those who have made outstanding contributions to the development of the Association.
- Unless otherwise specified, the term of an advisor shall be two years.
- Advisors may be provided with allowances or travel expenses within the scope of the budget.
Chapter 4: General Assembly
-
Article 18 (Composition and Types)
The General Assembly is the highest decision-making body of the Corporation and shall be composed of regular members.
-
Article 19 (Classification and Convening of the General Assembly)
- The General Assembly shall be classified into regular and extraordinary meetings and shall be convened by the President.
- The regular General Assembly shall be convened within 90 days prior to the start of each fiscal year, and an extraordinary meeting shall be convened as deemed necessary by the President.
- The President must notify each member of the meeting agenda, date, time, and location in writing or via electronic means (email, text, etc.) at least 7 days prior to the meeting.
-
Article 20 (Special Cases for Convening the General Assembly)
- The President must convene the General Assembly within 14 days of receiving a request falling under any of the following:
- When more than half of the incumbent directors request a meeting by presenting its purpose
- When an auditor requests a meeting under Article 15, Paragraph 5, Subparagraph 4
- When one-third or more of all members request a meeting by presenting its purpose
- If the person authorized to convene the meeting is vacant or refuses to do so for 7 days or more, a majority of the directors or one-third of all members may convene the General Assembly.
- A General Assembly convened under Paragraph 2 shall be presided over by the eldest attending director, who shall elect the chairperson of the meeting.
- The President must convene the General Assembly within 14 days of receiving a request falling under any of the following:
-
Article 21 (Matters to be Resolved at the General Assembly)
The General Assembly shall deliberate and resolve the following matters:
- Amendments to the Articles of Incorporation
- Appointment and dismissal of executives, including the President
- Disposition and acquisition of basic property
- Approval of the budget and settlement of accounts
- Approval of business plans
- Dissolution of the Corporation and disposal of remaining assets upon dissolution
- Delegation of matters to the Board of Directors
- Other important matters presented by the President concerning the operation of the Corporation
-
Article 22 (Resolutions of the General Assembly)
- The General Assembly shall be convened with the attendance of a majority of all regular members and shall adopt resolutions by a majority of those present. In the case of a tie, the motion shall be rejected.
- A regular member may delegate their voting rights in writing to another attending member. The written delegation must be submitted to the chairperson prior to the start of the meeting.
- If it is difficult to convene a meeting or there is an urgent need, resolutions may be adopted in writing with the consent of a majority of regular members.
- Corporate members shall exercise voting rights through a representative authorized by the corporation.
-
Article 23 (Disqualification from Voting)
Members shall not participate in resolutions in the following cases:
- When voting on matters concerning themselves, such as appointment or dismissal of executives
- When there is a conflict of interest between the member and the Corporation concerning monetary or property transactions or legal disputes
-
Article 24 (Preparation and Storage of Minutes)
- The President shall prepare minutes detailing the proceedings and results of the Board and General Assembly meetings and store them at the principal office.
- The minutes shall include the meeting date, location, discussion content, and resolutions, and must be signed or sealed by the chairperson and attending directors.
Chapter 5: Board of Directors
-
Article 25 (Composition of the Board)
The Board of Directors shall be composed of the President and Directors.
-
Article 26 (Classification and Convening)
- The Board shall be classified into regular and extraordinary meetings, and shall be convened by the President.
- The regular meeting of the Board shall be convened at least three months before the beginning of each fiscal year, and extraordinary meetings shall be convened as deemed necessary by the President.
- The President shall notify each Director and Auditor of the agenda, date, and location of the meeting in writing or via electronic means (email, SMS, etc.) at least 7 days prior to the meeting. However, if the President deems a matter urgent, notification may be made up to the day before the meeting.
- The Board may deliberate only on matters that were included in the notice specified in Paragraph 3. However, if all incumbent Directors are present and unanimously agree, matters not included in the notice may also be discussed and resolved.
-
Article 27 (Special Cases for Convening the Board)
- The President shall convene the Board in the following cases:
- When the President deems it necessary
- When more than half of all Directors request a meeting by presenting its purpose
- When an Auditor requests a meeting under Article 15, Paragraph 5, Subparagraph 4
- In the cases specified in Paragraph 1, the President shall convene the Board within 14 days from the date of such request or recognition.
- The President shall convene the Board in the following cases:
-
Article 28 (Resolution in Writing)
- The President may resolve minor or urgent matters in writing among those to be submitted to the Board. In such cases, the President shall report the results to the next Board meeting.
- If more than half of all Directors request that the matters under Paragraph 1 be submitted to the Board, the President must comply with the request.
-
Article 29 (Quorum for Resolutions)
- The Board shall open with the attendance of a majority of all Directors and shall adopt resolutions by a majority of those present.
- The President shall have voting rights and in the event of a tie, the motion shall be deemed rejected.
- Voting rights in the Board may not be delegated.
-
Article 30 (Matters for Board Resolution)
The Board shall deliberate and resolve the following matters:
- Review of business plans and budgets
- Review of financial settlements
- Appointment and dismissal of full-time executives
- Establishment and management of necessary funds
- Establishment, amendment, or repeal of various regulations
- Matters related to membership fees
- Agendas to be submitted to the General Assembly or matters delegated by the General Assembly
- Matters under the authority of the Board by laws or the Articles of Incorporation
- Appointment of executives to fill vacancies
- Other important matters concerning the operation of the Corporation as submitted by the President
Chapter 6: Assets and Accounting
-
Article 31 (Classification of Assets)
- The assets of the Corporation shall be classified into basic assets and operating assets. Basic assets include real estate or movable property donated at the time of establishment or designated by the Board of Directors, and the list and valuation are as shown in
. - Operating assets refer to all assets other than basic assets.
- The assets of the Corporation shall be classified into basic assets and operating assets. Basic assets include real estate or movable property donated at the time of establishment or designated by the Board of Directors, and the list and valuation are as shown in
-
Article 32 (Management of Basic Assets)
- In order to sell, donate, lease, exchange, or change the purpose of basic assets, or to assume liabilities or renounce rights, a resolution by the General Assembly is required.
- Changes to basic assets shall follow the same provisions as amendments to the Articles of Incorporation.
-
Article 33 (Financial Resources)
- The financial resources for the maintenance and operation of the Corporation are as follows:
- Membership fees
- Subsidies and sponsorships
- Donations and special contributions
- Income from business operations
- Other income
- Any income generated under the preceding paragraph shall be used for the Corporation’s objectives and projects for the public interest.
- Income shall not be used solely for the benefit of specific member(s).
- The financial resources for the maintenance and operation of the Corporation are as follows:
-
Article 34 (Accounting and Fiscal Year)
- The accounting of the Corporation shall be divided into general and special accounts. Special accounts may be established when necessary by resolution of the Board of Directors.
- The fiscal year of the Corporation shall follow that of the government.
-
Article 35 (Budget Planning)
The Corporation shall prepare a revenue and expenditure budget within two months from the beginning of each fiscal year, and determine it with the approval of the General Assembly after a resolution by the Board of Directors.
-
Article 36 (Creation and Operation of Funds)
- The Corporation may create and operate separate funds to achieve its founding purposes and foster the offshore plant service industry.
- The funds in Paragraph 1 may be raised through special contributions, donations, and support funds.
- The creation, operation, and disposal of fund earnings under Paragraph 1 shall be governed by separate regulations after a resolution by the Board of Directors.
-
Article 37 (Fees)
- The Association may charge fees for its business activities.
- Details regarding the fees under Paragraph 1 shall be stipulated in separate regulations.
-
Article 38 (Settlement of Accounts)
The Corporation shall prepare a settlement statement within two months after the end of each fiscal year and obtain approval from the General Assembly following a resolution by the Board of Directors.
-
Article 39 (Accounting Audit)
The Auditor(s) of the Corporation shall conduct accounting audits at least once a year.
-
Article 40 (Remuneration of Executives)
No remuneration shall be paid to executives, except for full-time executives in charge of business operations. However, actual expenses required for duties may be reimbursed.
Chapter 7: Administrative Office
-
Article 41 (Secretariat)
- The Secretariat shall be established to handle the affairs of the Corporation under the direction of the President.
- The Secretariat may include one Secretary-General and additional staff as needed.
- The Secretary-General shall be appointed and dismissed by the President with the approval of the Board of Directors.
- Matters related to operation and management shall be separately determined by a resolution of the Board of Directors.
Chapter 8: Expert Committees and Councils
-
Article 42 (Expert Committees and Councils)
- The Corporation may establish expert committees and councils for each sector of the offshore plant service industry.
- The composition and operation of such expert committees and councils shall be determined separately by the Board of Directors.
-
Article 43 (Advisors)
- The Corporation may appoint advisors for each sector of the offshore plant service industry.
- Advisors shall be appointed by the President from among those with extensive knowledge and experience in the offshore plant service industry.
-
Article 44 (Compensation for Committee Members)
Committee members who attend meetings may be reimbursed for actual expenses within the budget, and expenses incurred in relation to committee activities may also be reimbursed as actual costs.
Chapter 9: Supplementary Provisions
-
Article 45 (Amendment of the Articles of Incorporation)
If the Corporation intends to amend its Articles of Incorporation, it must obtain approval by a two-thirds (2/3) majority of all members present at the General Assembly, and submit the following documents to the competent authority for approval:
- One copy of the application for amendment approval
- One statement of reasons for the amendment
- One copy of the amended Articles (including a comparison of old and new provisions)
- One copy of the minutes and transcripts of the General Assembly or Board of Directors related to the amendment
- In the case of an amendment involving the disposal of basic property, one document detailing the reasons, list of properties, and method of disposal
-
Article 46 (Dissolution)
To dissolve the Corporation, a resolution must be passed by at least three-fourths (3/4) of all members present at the General Assembly. Unless due to bankruptcy, the liquidator shall register the dissolution within three weeks of appointment and report it to the competent authority with the attached registry extract.
-
Article 47 (Special Cases for Approvals and Reports)
- The Corporation shall obtain approval from the Minister of the competent ministry for the following matters:
- Merger of the Corporation
- Operation of contributions and mutual aid activities
- Management and use of reserves from special membership fees
- Use of government subsidies
- The Corporation shall report the following matters to the Minister of the competent ministry:
- Appointment of executives
- Business plans and budget settlements
- Resolutions of the General Assembly and Board of Directors
- Implementation of tasks entrusted by the Minister
- Enactment and amendment of major regulations
- Matters related to the formation, operation, and disposal of fund revenues according to Article 28
- The Corporation shall obtain approval from the Minister of the competent ministry for the following matters:
-
Article 48 (Disposal of Remaining Assets)
Upon dissolution of the Corporation, any remaining assets shall, subject to a resolution of the General Assembly and with approval from the competent authority, be transferred to the government, local authorities, or another non-profit organization with similar purposes.
-
Article 49 (Report of Liquidation Completion)
Upon completion of liquidation, the liquidator shall register the fact according to Article 94 of the Civil Act and submit a liquidation completion report to the competent authority.
-
Article 50 (Applicable Regulations)
Matters not stipulated in these Articles shall be governed by the Civil Act's provisions on incorporated associations and the “Regulations on the Establishment and Supervision of Non-profit Corporations under the Minister of Oceans and Fisheries and its Affiliated Chiefs.”
-
Article 51 (Enactment of Rules)
Matters not stipulated in these Articles shall be governed by the Civil Act's provisions on incorporated associations and the “Regulations on the Establishment and Supervision of Non-profit Corporations under the Minister of Oceans and Fisheries and its Affiliated Chiefs.”
Appendix
-
Article 1 (Effective Date)
These Articles of Incorporation shall take effect from the date of registration with the court after obtaining approval from the competent authority.
-
Article 2 (Transitional Measures)
Any acts performed by the incorporators or others for the purpose of establishing the Corporation prior to the enforcement of these Articles shall be deemed to have been performed under these Articles.
-
Article 3 (Signatures and Seals of Incorporators)
To establish the Corporation, these Articles have been prepared and signed and sealed by all of the incorporators as follows.