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Constitution

Constitution

Current version of the Kiwi Chamber Constitution

General

  1. (Name) The organisation shall be called the New Zealand Chamber of Commerce in Korea, Association, Inc., hereinafter referred to as "The Kiwi Chamber".
  2. (Status) The Kiwi Chamber shall operate by and be governed by this Constitution, any management guidelines or principles established by its board of directors (hereinafter, "The Board") from time to time and by the Laws of the Republic of Korea. The Kiwi Chamber shall operate as a non-profit, registered incorporated organisation, established pursuant to the laws of the Republic of Korea.
  3. (Location) The Kiwi Chamber shall have its main office in Seoul and may have branch offices elsewhere in Korea.
  4. (Scope of Activity) The Kiwi Chamber shall not engage in any activity of a political or ideological nature.

Objectives and Activities

  1. (Mission Statement) The Kiwi Chamber provides assistance to its Members and associated companies, organisations or individuals with an interest in the Korea - New Zealand business and trade relationship, by creating support networks that enable them to pursue their commercial interests in either country.
  2. (Core Objectives) The Kiwi Chamber shall:
    1. provide creative, high-quality and innovative services and programs to support its members.
    2. promote trade, technology transfer and investment between New Zealand and Korea through a better understanding of the business practices in each country.
    3. provide an effective advocacy group for informing the Korean Government of the views and interests of New Zealand businesses located in or trading with Korea and to assist Korean businesses to interact and express views and interests with the New Zealand Government.
    4. host forums for New Zealand and Korean companies within Korea to exchange views and experiences and to extend contacts.
    5. provide networking and mentoring programme opportunities to New Zealanders working in Korea and for Koreans intending to live and work in New Zealand.
    6. seek to deepen the appreciation of Korean and New Zealand culture, history and heritage amongst its members.
    7. establish close links with like organisations or associations to enhance closer relations to the benefit of all members.
  3. (Activities) Activities shall include, but not be limited to:
    1. representing the interests of Members through participation in relevant meetings and conferences in Korea and if deemed appropriate by The Board, in New Zealand or other countries.
    2. publishing material of interest to Members.
    3. actively engaging with business organisations in Korea and New Zealand and elsewhere within the region.
    4. Organising:
      1. General meetings with topical guest speakers.
      2. Briefings for business visitors and others.
      3. Social functions and events of cultural or other significance to Members.

Membership

  1. 3.1. (Qualification) Membership of The Kiwi Chamber (hereinafter, "Membership") is available to any adult of any nationality who has an interest in the Korea - New Zealand business relationship.
  2. 3.2. (Admission) Applications for membership of The Kiwi Chamber must be submitted to the Secretary or Executive Director for vetting. Vetting should be carried out in conjunction with the Chairman and they shall raise any concerns regarding qualification for membership with The Board. Membership shall become effective from the date of approval by the Secretary or Executive Director; however a Member's membership shall lapse unless the appropriate Annual Membership Fee is paid to The Kiwi Chamber within 90 days of the date of such approval.
  3. 3.3. (Obligations) Members of The Kiwi Chamber shall:
    1. 3.3.1. actively assist in the Activities of and in fulfilling the Objectives of The Kiwi Chamber;
    2. 3.3.2. be bound by this Constitution and decisions of The Board of Directors and
    3. 3.3.3. pay an Annual Membership Fee
  4. 3.4. (Cessation) A resolution passed by either the Board or by General Meeting is required to effect cancellation of Membership of the Kiwi Chamber. Membership of shall be canceled for any of the following reasons:
    1. 3.4.1. the Member requests cancellation in writing.
    2. 3.4.2. the Member has engaged in conduct that, in the opinion of The Board, is highly likely to damage, or has damaged, the reputation or integrity of The Kiwi Chamber.
    3. 3.4.3. the Member's Annual Membership Fee remains unpaid after 90 days of it being due for payment.
  5. 3.5. (Classes of Membership) Members of The Kiwi Chamber shall be classified under one of the following categories, the criteria and entitlement of each of such category shall be further classified under Annexure I & Annexure II:
    1. 3.5.1. Individual - an Individual Member is entitled to one vote.
    2. 3.5.2. Corporate - Corporate Membership is granted to an entity with at least three Individual Members.
    3. 3.5.3. Platinum Sponsor - a category of Membership affording certain privileges and recognition as such for having made the level of contribution as further set out in Annexure II.
    4. 3.5.4. Gold Sponsor - a category of Membership affording certain privileges and recognition as such for having made the level of contribution as further set out in Annexure II.
    5. 3.5.5. Silver Sponsor - a category of Membership affording certain privileges and recognition as such for having made the level of contribution as further set out in Annexure II.
    6. 3.5.6. Student - a person who is a student studying at a university in either New Zealand or Korea and who has an interest in the Korea - New Zealand business relationship.
    7. 3.5.7. Non-Resident - a person not living in Korea at the time of application, but who has an interest in the Korea - New Zealand business relationship
    8. 3.5.8. Honorary Life Member - this class of membership may be conferred by The Board upon a Member who is deemed to have provided outstanding service to The Kiwi Chamber and such Member shall be exempt, for life, from paying an Annual Membership Fee.
  6. 3.6. (Rights on payment of fees) No Platinum Sponsor, Gold Sponsor or Silver Sponsor, as applicable, shall be deemed to have the rights and recognition set out in this Constitution and Annexure II until the relevant Sponsor has paid in full the relevant Sponsorship Fee as set out in Annexure II. No Corporate Member or Individual Member, as applicable, shall be deemed to have the rights and recognition set out in this Constitution and Annexure I until the relevant Member has paid in full the relevant Member Fee as set out in Annexure I.

Voting Rights

  1. Except as otherwise provided for in clause 4.3.3, each Individual Member shall be entitled to cast one vote in the Election of The Board and on matters of The Kiwi Chamber set for referendum by The Board.
  2. Provided the relevant Membership Fees have been paid, each Individual Member, who is not a Non-voting member, is entitled to vote at the AGM and all other meetings where voting is required, is welcome to attend all Kiwi Chamber activities and is eligible to stand for election to The Board.
  3. A Non-voting Member means any Member who is
    1. A Non-resident Member
    2. A Student Member
    3. In the case of Corporate, Platinum Sponsor, Gold Sponsor or Silver Sponsor Members, all Individual Members whose names are not registered with the Secretary or Executive Director at the time of a call for Election of The Board.

Annual Membership Fees

  1. (Fiscal Year) Unless otherwise required by the Korean Government, each Fiscal Year of The Kiwi Chamber shall coincide with the Korean Government's financial year, which is for the time being, a calendar year.
  2. (Determination) Prior to each Annual General Meeting (hereinafter, "AGM"), The Board shall formulate a proposal on the level of membership fees for each class of membership for the following Fiscal Year of The Kiwi Chamber and present it to the AGM for approval. The membership fee structure, as approved at the AGM, shall be set out in Annexure I of this Constitution (hereinafter, "Annual Membership Fees"), along with the sponsorship fee structure approved by The Board, which shall be set out in Annexure II hereof, (hereinafter, "Sponsorship Fee").
  3. (Consideration) A new Member joining The Kiwi Chamber between 1 January and 31 August in any year shall pay the full Annual Membership Fee. A new Member joining The Kiwi Chamber between 1 September and 31 December in any year shall pay the full Annual Membership Fee, however such payment shall cover membership through until the end of the following Fiscal Year.
    1. Upon application for membership, The Executive may, at its sole discretion, give special consideration to extenuating circumstances, such as, but not limited to, financial difficulty, timing of the application within the calendar year, so as to grant a concession in membership fees to the applicant. Examples of such fee concession could include a month-based pro rata fee, semi-annual billing of fees, 50-percent-fee where joining after June; any such concession normally only being available in an applicant's first year of membership, albeit, at The Executive's sole discretion.
  4. (Expiration) All memberships expire on 31 December in each year and shall be renewed upon payment of the Annual Membership Fee applicable for the subsequent year.

Board of Directors

  1. (Eligibility for Board Membership) Honorary Members and Individual Members are eligible for Board Membership unless they are not nominated Corporate or Sponsor members as outlined in Annexure I or II.
  2. (Composition) The Kiwi Chamber shall have a Board of Directors elected by annual ballot (hereinafter, "The Board") and comprised of not less than 5 and not more than 9 Members. The Board will include the following positions, collectively known as The Executive:
    1. Chairman
    2. Vice Chairman
    3. Secretary
    4. Treasurer
  3. (Eligibility for nomination as Chairman and Vice Chairman) Nominations for the election of the Chairman and the Vice Chairman can only be made for Members who are citizens of New Zealand.
  4. (Ex-Officio Directors) Two Ex-officio director appointments may be made as follows:
    1. The Ambassador of New Zealand may nominate a senior New Zealand Embassy Employee to serve on The Board as an Embassy Liaison Officer, who shall be referred to as the Director ? Embassy Liaison, however such person shall not be entitled to vote at meetings of The Board
    2. The most senior New Zealand Trade Commissioner in Korea may nominate a senior employee, who shall be referred to as the Director-Trade, however such person shall not be entitled to vote at meetings of The Board
  5. (Duties) The Board shall direct and supervise the activities of The Kiwi Chamber and any decisions it makes shall be determined by simple majority vote.
  6. (Tied Vote) At meetings of The Board, the Chairman shall, in the event of a tied vote, have a casting vote.
  7. (Functions) The functions of The Board are:
    1. The performance of the respective duties of Directors, such as passing resolutions on The Kiwi Chamber's business, and deal with matters delegated by the rest of The Board or the Representative/Chairman;
    2. Management in accordance with the current business plan;
    3. Preparation and settlement of statements of budget in due course;
    4. Planning and fulfillment of affairs delegated at General Meetings;
    5. Performing affairs within The Board's scope of authority arising from The Constitution;
    6. Matters concerning election and release of executive/full-time officers (only in the event the Constitution provides for the election of executive/full-time officers, other than the Representative/Chairman); and
    7. Other significant matters, such as safeguarding the welfare and good reputation of The Kiwi Chamber, and lending assistance and/or guidance to persons delegated with affairs of The Kiwi Chamber .
  8. (Attendance) The Board shall meet at least six times annually, each at a time and place determined by the Chairman. If, without good reason or without obtaining prior approval by The Board, any elected member of The Board fails to attend three consecutive regular meetings of The Board, that member of The Board shall be subject to dismissal by The Board; such dismissal may be effected only by resolution passed by The Board.
  9. (Patron) The Board shall invite the New Zealand Ambassador to Korea to serve as Patron of The Chamber.
  10. (Executive Director) The Board may appoint an Executive Director to fulfill the administrative, membership and marketing functions of The Kiwi Chamber, either on a full-time or part-time basis and such person shall be remunerated at a level as determined by The Board from time to time. The Executive Director shall be required to attend all meetings of The Board, but shall not have any voting rights.
  11. (No fees) Members of The Board are not entitled to any remuneration for their services. Costs incurred by members of The Board as a result of providing services to The Kiwi Chamber will be reimbursed, subject to the approval of The Board.
  12. (Dismissal) A Board Member will be removed from The Board on the same grounds as any matter set out in clause 3.4 or clause 6.8. Removal of any officer from The Board is subject to a resolution by an EGM.

Election of Board

  1. (Election of The Board) The Board shall be elected by electronic ballot to be conducted prior to each AGM.
  2. (Eligibility) Any member described in clause 6.1, ideally, from the private sector.
  3. (No Contest) Should there be only one candidate nominated for any position, that candidate shall be deemed to have been elected automatically to such position.
  4. (Contest) Should there be more than one Member nominated for a position on The Executive, or more than five people nominated for positions as general Directors, then a ballot shall be conducted amongst the Members. Those nominated Members receiving the majority of votes for each vacancy shall be elected. A Member may choose to be nominated as a member of The Executive as well as for another Director position in the same ballot, but a Member cannot be elected to more than one position.
  5. (Tied Contest) In the event of a tied vote for any Board position, other than that of Chairman, the newly elected Chairman shall have a casting vote. In the case of a tied vote for the position of Chairman, the newly elected Vice-Chairman shall have a casting vote.
  6. (Term) The period of appointment of all Board positions shall be from the date of the AGM in one year until the election of a new Board at the following AGM. For avoidance of doubt, a member of The Board may be re-elected for the same office any number of times
  7. (Vacancies) Board vacancies shall be filled as follows:
    1. A permanent vacancy in the office of Chairman during any year shall be filled by the Vice-Chairman.
      1. Should the Vice-Chairman decline to accept the position, The Board shall select a new Chairman from within The Board's membership by majority vote.
      2. The replacement Chairman must be a citizen of New Zealand.
    2. Permanent vacancies in the offices of other elected positions shall be filled by appointments made by The Executive.

Election Process

  1. (Nominations) At least 30 days before each AGM, the Chairman shall advise all Members of the forthcoming Election of The Board and call for completed Nomination Application Forms to be submitted to the Executive Director or Secretary and set an appropriate deadline for their submission.
  2. (Ballot) In the event of a ballot being required, members will be invited to vote electronically. No proxy votes will be allowed.
  3. (Independent ballot auditor) Each ballot must be counted by an independent auditor appointed by The Board. Ballot results must be conveyed to the Secretary or the Executive Director.
  4. (Tally) The Secretary or the Executive Director shall announce the results of the Election of The Board at the AGM.

Duties of the Board

  1. (Duties) All members of The Board shall work together to administer and manage the affairs of The Kiwi Chamber and to promote its Objectives and Activities.
  2. (Chairman) The Chairman shall represent The Kiwi Chamber and preside over the AGM, EGMs and meetings of The Board.
  3. (Vice-Chairman) In the absence of the Chairman, the Vice-Chairman shall assume the responsibilities of the Chairman.
  4. (Secretary) The Secretary shall keep the minutes of all meetings of The Board, handle correspondence and shall maintain records/archives of The Kiwi Chamber in co-operation with the Chairman.
  5. (Treasurer) The Treasurer shall maintain The Kiwi Chamber's financial accounts, present a budget to The Board prior to the AGM and provide monthly progress reports to The Board regarding the actual and projected financial position of The Kiwi Chamber throughout the year.
  6. Within two calendar months after the close of each Fiscal Year the Treasurer shall prepare:
    1. a statement of business performance,
    2. a statement of settlement of accounts; and
    3. a statement of settlement of income & expenditure for the that preceding Fiscal Year
  7. Within two calendar months prior to the commencement of each Fiscal Year the Treasurer shall prepare:
    1. a business plan; and
    2. a forecast or budget of income and expenditure for the upcoming Fiscal Year
  8. The Treasurer shall ensure that the financial accounts of The Kiwi Chamber are independently audited prior to the AGM).
    1. Within two calendar months prior to the commencement of each Fiscal Year the Treasurer shall prepare:
      1. a statement of business performance;
      2. a statement of settlement of accounts; and
      3. a statement of settlement of income and expenditure for the fiscal year.
  9. (Embassy Liaison) The Director-Embassy Liaison will be invited by the Chairman to provide a linkage between The Kiwi Chamber and the New Zealand Embassy in Korea.
  10. (Trade Position) The Director-Trade will be invited by the Chairman to provide linkages between The Kiwi Chamber and the New Zealand trade office in Seoul.
  11. (Special Advisors) Special Advisors are Individual Members invited by The Board to provide specific advice in any areas that The Board deems useful. Special Advisors are appointed for one year and their membership during each term is free of charge.
  12. (Special Committees) As far as it deems necessary, The Board may establish special committees for the research, evaluation, performance or oversight of particular aspects of The Kiwi Chamber's affairs or duties (hereinafter, "Special Committees"); The Board may appoint Members with adequate skills, expertise and/or experience to such Special Committees; Members may also apply for membership of a Special Committee, with approval of such applications at the sole discretion of The Board. Each Special Committee shall:
    1. report to The Board on a regular basis with regards to the progress and performance of its duties and requests by The Board.
    2. be disbanded or suspended from activities as deemed necessary or prudent by The Board.

Meetings

  1. (General Meetings) General Meetings shall be held at least six times yearly, as determined by The Chairman.
  2. (Annual General Meetings) The AGM shall be held not more than 60 days before the end of every Fiscal Year and Members shall be notified of the proposed meeting by the Chairman sending an email notice at least 30 days prior to the nominated date. In the event that an AGM cannot be convened before the expiry of the Chairman's, Vice Chairman's and/or Director's terms of office, due to extenuating circumstances, the last appointed Chairman, or if unable, the Vice Chairman, or in his/her incapacity, two or more of the last appointed Director's, shall convene an EGM as soon as is practicable. The agenda therefor shall include all items practicable in the agenda that would have been conducted at the forgone AGM, had it been convened in due course, but giving particular attention to the need for election/appointment of new officers.
  3. (Extraordinary General Meetings) An Extraordinary General Meeting (hereinafter, "EGM") may be called by the Chairman by sending an email notice to Members at least 14 days prior to the meeting. The Chairman shall be obliged to convene an EGM when:
    1. requested to do so in writing by no less than six Individual Members in which case the EGM shall be convened no later than 45 days after such written request.
    2. breaches of and/or amendments to this Constitution which are, in the view of The Board, considered to be substantial. For amendments to this Constitution, a two thirds majority resolution is required by The Board, followed by AGM or EGM approval, then approval by the competent government authority (at present, the Minister of Knowledge Economy).
    3. any important matters relating to the administration and/or direction of The Kiwi Chamber which are, in the view of The Board, considered to be of an urgent nature and require the action from, or resolution of, the general membership.
  4. (Agenda for Annual General Meetings) The following agenda items shall be discussed at each AGM:
    1. outgoing Chairman's and Patron's reports;
    2. results of the Election of The Board;
    3. incoming Chairman's address;
    4. programme and budget for the coming year;
    5. Treasurer's report, including un-audited but professionally prepared statements of financial position and cash-flows;
    6. amendments to this Constitution;
    7. any other important matters relating to the administration of The Kiwi Chamber and
    8. Questions from Members.
  5. (Financial Reporting) The financial accounts and the abovementioned statement of account and statement of cash-flows (together herein, "Books of Accounts") of The Kiwi Chamber, which shall be prepared according to accepted accounting standards in Korea, for the AGM.
    1. The Books of Accounts shall also be audited in accordance with generally accepted Korean accounting standards by a professional external auditor within 90 days after the current Fiscal Year ends
    2. All or a part of any surplus monies at the end of a Fiscal Year shall, in accordance with the decision of The Board, be carried forward to the next Fiscal Year.
  6. ((Resolution Method) With the exception of the provisions of Clause 12.1 of this Constitution, a quorum for a General Meeting shall be one half of the Members, other than for amendment of this Constitution, which shall require a Special Majority of three quarters of the Members.
  7. Unless otherwise stipulated, resolutions shall be made by a simple majority vote and, in the event of a tied vote, the chairman of the meeting shall have a casting vote. Resolutions shall be made in writing, in the form of a meeting minute on the issue resolved on, and shall be signed by 4(four) representatives appointed from among Members in attendance at the AGM. A copy of each such resolution shall be kept at the Kiwi Chamber's registered office for perusal by Members.
  8. (Secret Ballots) Secret Ballots will not be allowed for any AGM or EGM.
  9. (Limitation of Voting Rights) Voting at any meeting can only be conducted by fully paid-up members
  10. (Minutes of Meetings) The minutes of the AGM shall be recorded by the Secretary and signed by the Chairman prior to being distributed to Members. All Members shall receive copies of the minutes of the AGM within 30 days of the AGM being held.

Board of Directors' Meetings

  1. (Frequency) The Chairman shall convene Board Meetings, on dates as determined by the Chairman but at least 6 times per annum.
  2. (Quorum) A quorum for a meeting of The Board shall be the Chairman or his/her delegate who shall be a member of The Executive and at least four other members of The Board.
  3. (Resolution) Resolutions shall be made by a simple majority vote of the Directors present and the Chairman shall, in the event of a tied vote, have a casting vote. Notwithstanding, the Membership Fees and criteria in Annexure I and sponsorship fees and criteria in Annexure II to this Constitution, recommendations to amend this Constitution can only be made by a majority of The Board. Resolutions shall be made in writing, in the form of a meeting minute on the issue resolved on, and shall be signed by the Directors who voted in favor of the Resolution. A copy of each such resolution shall be kept at the Kiwi Chamber's registered office for perusal by Members.
  4. (Agenda) At its meetings, The Board shall address the following matters:
    1. agendas for future General Meetings and/or Board Meetings
    2. upcoming events;
    3. financial matters including the preceding year's performance and audited accounts from the year before
    4. any matters recommended by an AGM
    5. membership and
    6. any other important matters relating to the administration of The Kiwi Chamber
  5. (Auditor) With the approval of The Board, the Treasurer shall appoint an auditor for the purposes of auditing the Books of Accounts (hereinafter, "The Auditor"). In accordance with generally accepted accounting standards in Korea, the Auditors shall audit the financial statements for the immediately preceding year in order for them to be submitted to and approved at the following AGM.
  6. (Auditing) The Auditor shall perform the following functions:
    1. Conduct audits on the status of the Association's assets;
    2. Conduct audits on management and business affairs of The Board of Directors
    3. Where the Auditor makes any undesirable or undue findings in relation to sub-clause 11.6.1 or 11.6.2, above, request that these be rectified through a meeting of The Board of Directors or General Meeting, and report such issues to the competent government authority;
    4. Where necessary for making such demands and reporting under sub-clause 11.6.3, above, request that a meeting of The Board of Directors or General Meeting be called; and to
    5. State opinions regarding the status of the Chamber's assets and business to The Board of Directors and General Meeting, or to the Representative/Chairman.
  7. (Income) The funds of The Kiwi Chamber shall be raised from annual membership fees, donations, sponsorships, profits generated by events and by any other contribution.
  8. (Authorization of Expenditure) All expenditures exceeding five million Korean Won of The Kiwi Chamber's funds shall require the approval of The Board. Other expenditure can be authorised by the Treasurer.
  9. (Disqualification from Voting) The Chairman and each Board member are disentitled to vote on any resolution on matters
    1. Regarding circumstances involving the initiation or resolving of legal action between The Kiwi Chamber and the Chairman, or among members
    2. Concerning circumstances where a conflict of interest arises between the Chairman or member his/herself and The Kiwi Chamber regarding situations accompanying the provision and receipt of funds and assets.

Dissolution

  1. (Process) Dissolution of The Kiwi Chamber shall be made if it is proposed at an EGM convened especially for the purpose. Voting will be by electronic and/or physical voting at the meeting and an outcome will require affirmative votes from:
    1. no less than two-thirds of the Members and
    2. a Special Majority vote of three quarters of the Members present at that meeting.
  2. (Distribution of residual funds) Upon dissolution and subject to meeting its responsibilities to its creditors, The Kiwi Chamber shall donate all of its remaining funds to a Korean charity selected by the New Zealand Ambassador to Korea.

Founding Constitution

  1. This Constitution, which was proposed by Les Edwards and seconded by Chris Callen, is The Kiwi Chamber's original and founding Constitution and was voted on and approved by a majority of the Members at the EGM held on 09th October 2009.
  2. This document has been translated into the Korean language. In the event of any conflict between the meanings or implications of wordings in the English version and the Korean version, this English version shall take precedence.

Annexure I

Individual Membership click here >
General Corporate Members click here >
Approved pursuant to the AGM held on 31 October 2017.

Annexure II

Sponsor Membership types click here >
Sponsorship package, please click here >
Approved pursuant to the AGM held on 31 October 2017.

c/o New Zealand Embassy
8th Floor, Jeong-dong Building
21-15, Jeong-dong-gil, Jung-gu
Seoul, Korea 04518

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