Korean Society of Radiation Bioscience Corporation Articles of Association Chapter 1 General Rules Article 1 (purpose): The Society aims to contribute to the promotion of science technology and friendship between members by furthering academic development and supply of radiation biosciences research. Article 2 (name): The Society is named Korean Society of Radiation Bioscience. Article 3 (location of office): The office of the Society is located in Korea Institute of Radiological and Medical Sciences 방사선영향연구실 (215-4 Kongnung-dong, Nowon-gu, Seoul). Article 4 (business): The Society carries out the following to achieve the goal stated in Article 1. 1. Radiation bioscience research 2. Hosting of symposiums 3. Issuance of Society Paper and publications 4. Development and supply of radiation bioscience application technology 5. Domestic and international academic information exchange and joint study 6. Other projects necessary in achieving the goal of this Society Article 5 (rules of operation): ① This Society makes efforts to achieve the goal of establishment stated in Article 1. ② This Society operates in accordance with the civil law, law on public corporation establishment and operation, the Articles of Association, and establishment approval conditions imposed by the Minister of Science and Technology. ③ The projects of this Society does not limit the scope of beneficiaries by region of birth, school, occupation, location of work, or any social status or special relations with the corporation. However, when limiting the scope of beneficiaries, the Society must obtain approval from the Minister of Science and Technology beforehand. Chapter 2 Membership Article 6 (obtainment of member status): To be a member of the Society, individuals or groups must endorse the goal of the Society, submit membership applications, and obtain approval from the board of directors. Article 7 (Member Categories): Members of the Society are categorized as follows. ① A regular member who engages in radiation bioscience. ② A student member who studies or is interested in radiation bioscience-related subject in an undergraduate or a graduate school. ③ A special member who is an individual or a group that endorses the purpose of this Society and supports the Society. Article 8 (rights and obligations of members): Members must pay a membership fee and comply with the membership rules and the Society decisions. In accordance with the membership rules, members have the right to vote for and be voted as an executive. Article 9 (Withdrawal of membership): Members may freely withdraw from the Society. Article 10 (loss of membership): When members do not fulfill the obligations set out by the Society or damages the reputation of the Society, the board discusses and decides whether their membership should be taken away. Chapter 3 Executives Article 11 (composition): Executives of this Society consist of one chairperson, two vice chairpersons, two auditors, and 15 or less directors. Article 12 (appointment): ① The chairperson and supervisors inaugurate after election and approval by the Minister of Science and Technology. ② Vice chairpersons and directors inaugurate after the chairperson's appointment and approval by the Minister of Science and Technology. The members of the board are elected in compliance with Article 5 Section 4 and 5 of the law on public corporation establishment and operation and Article 12 Section 1 and 2 of the enforcement ordinance of the law. ③ Auditors are elected among those who comply with Article 5 of the law on public corporation establishment and operation. ④ Vacancy of a director or supervisor must be filled within two months. The term of the newly elected executive is the remaining term of the former executive. The election must receive confirmation by the general meeting. Article 13 (term): Term of executives is two years. Executives may be reelected. The term of a newly elected executive filling in a vacancy is the remaining term of the former executive. Article 14 (executive qualifications): Anyone who belongs to any one of the following cannot be appointed as a Society executive. 1. A minor 2. An interdict or a quasi-interdict 3. A bankrupt who has not been rehabilitated 4. A former convict sentenced to imprisonment whose sentence has been carried out or canceled within the past three years. 5. A person whose executive inauguration approval by the Minister of Science and Technology has been canceled within the past two years. Article 15 (Obligations of the chairperson and vice chairpersons): ① The chairperson represents the Society, oversees meetings, and is assigned as chairperson of the general meeting and the board of directors. ② Vice chairpersons assist the chairperson. In case of absence of the chairperson, the oldest vice chairperson will substitute. Article 16 (obligations of directors): ① Directors compose the board of directors, give advice, and discuss the work of the Society. ② Directors represent the Society on its work. However, directors must comply with the Articles of Association. In particular, directors must follow the discussion and decision at the general meeting. ③ Directors execute the work of the Society. ④ Directors must fulfill the obligations as good-willed managers. ⑤ When the Society and a director disagrees, the director does not have the right to represent the item in question. ⑥ Directors are jointly responsible for compensation for damage done to the Society because of their negligence. ⑦ Directors can have a proxy carry out certain activities as long as they are not banned by the Articles of Association or a decision by the general meeting. Article 17 (obligations of auditors): ① Auditors carry out the following obligations. 1. Auditing the work and property status of the Society, submitting necessary data to directors or requesting opinions, and making speeches at the board meeting. 2. Signing and sealing the meeting records of the board of directors. 3. Giving opinions to directors on the work and property status of the Society. 4. Reporting to the board of directors on illegal or illegitimate points found in auditing the work and property status of the Society. 5. Requesting a board meeting when necessary to execute the above number 4. ② Auditors must report to the Minister of Science and Technology without hesitation upon finding illegal or illegitimate points in auditing the work and property status of the Society. ③ Auditors can request the court to suspend the work of a director when he or she engages in an activity outside the scope of purpose of the Society or when there is concern that he or she would cause considerable damage to the Society by engaging in an activity that are in violation of laws or the Articles of Association. Article 18 (dismissal of executives): The Society may dismiss an executive whose term is not completed, after discussion and decision at the general meeting and earning the approval of the Minister of Science and Technology. Chapter 4 Meeting Article 19: The Society has a general meeting and a board of directors. Article 20 (functions of the general meeting): The general meeting discusses and decides on the following. 1. Obtainment and liquidation of budget, closing accounts, debt, and property of the Society 2. Changes in the Articles of Association 3. Election of executives 4. Dispersion of the Society 5. Other important items Article 21 (composition of the general meeting): The general meeting is composed of an ordinary general meeting and an extraordinary general meeting. Article 22 (gathering of the general meeting): ① The general meeting is called by the chairperson, who chairs the general meeting. ② The chairperson must call at least one ordinary general meeting a year. ③ The chairperson can call an extraordinary general meeting when considered necessary. ④ The chairperson must call an extraordinary general meeting when a fifth of the members request it for a purpose of the meeting. In this case, the chairperson of the board must take the procedures of calling the general meeting within two weeks since the day the request was made. If not, the member who made the request can call the meeting with approval from the court. ⑤ When holding a meeting for reasons stated in Sections 2 or 4, the purpose of the meeting to be held must be notified to each member one week prior to the general meeting. Article 23 (discussion topics): The general meeting can discuss and decide on only the notified topics as mentioned in Article 22 Section 5. Article 24 (discussion quorum): ① The general meeting is held with an attendance of one fifth of the members or more. ② The opinion of the general meeting is reached with the agreement of more a majority of the attending members. ③ For Sections 1 and 2, attendance is counted valid for letters or proxies sent by absent members, in accordance with Article 7 Section 2. Article 25 (General meeting discussion rejection) When the general meeting discusses… 1. Executive election or dismissal of a member 2. Relations between a member and the corporation 3. Other items set out by the general meeting Executives or members in question may not participate in the meeting. Article 26 (General meeting records): ① A meeting record must be filed for general meeting conclusions. ② The record must include the process, outline, and results of the conclusion. The chairperson of the meeting and attending directors must sign and seal the record. Chapter 5 Board of Directors Article 27 (establishment and operation of board of directors): ① The Society has a board of directors. ② The board of directors consists of directors. ③ The board of directors are called by the chairperson of the board, who chairs the board meeting. Article 28 (functions of the board of directors): ① The board of directors deliberates, discusses, and decides on the following. 1. Obtainment and liquidation of budget, closing accounts, debt, and property of the Society 2. Changes in the Articles of Association 3. Dispersion of the Society 4. Appointment of executives 5. Other items of discussion decided by the general meeting ② When the chairperson of the board or a board director have conflicting interests with the corporation, they are not allowed to participate in the discussion and decision-making on the items in question. Article 29 (board of directors meeting): ① The chairperson of the Society can call the board of directors meeting when he or she feels necessary. ② The chairperson of the Society must call the board of directors meeting within 20 days from the day a request has been made as follows. 1. When a majority of attending directors set out the purpose of a meeting and request a meeting. 2. When an auditor finds illegal or illegitimate points in an audit of the property status and requests a board meeting to report on the finding. ③ When calling a board meeting, the purpose of the meeting must be notified to each director at least 7 days prior to the meeting. However, when all directors gather and agree to request a board meeting, the notification is not necessary. ④ When the person in authority is absent or avoids to call a board meeting and as a result, a board meeting is impossible, the meeting can be convened with approval from the Minister of Science and Technology with the agreement of a majority of attending directors. In this case, the oldest attending director hosts a sub-meeting to elect the director who would chair the meeting. Article 30 (discussion and decision-making quorum): ① The board discusses notified items as stipulated in Sections 3 and 4 of Article 29. However, when all serving directors are present and agree to call to the meeting and discuss and decide on items that have not been notified, the board may do so. ② A decision is reached with agreement from a majority of serving directors. When the opinion is split, the chair of the meeting may decide on the item. ③ The directors have equal rights to discuss and decide on items. ④ The board may not make decisions by sending letters to ask for directors' opinions. ⑤ A decision is reached with agreement from a majority of attending directors. When the opinion is split, the chair of the meeting may decide on the item. ⑥ The board must record the board opinion in accordance with Article 25 Section 2 and Article 36 Section 3. Chapter 5 Accounting Article 31 (finances): Financial sources are membership fee, annual fee, special fee, contributions, subsidies, and other income. Article 32 (fiscal year): The Society takes the fiscal year of the government as its fiscal year. Article 33 (property): ① The Society must manage its property with care. ② The property of the Society includes basic property and all property other than the basic property as follows. 1. Property donated as basic property with the establishment of the Society. 2. Property obtained through donation or other routes free of charge. However, finances approved by the Minister of Science and Technology because of the difficulty to regard them as basic property are not included as property. 3. Ordinary property decided by the general meeting or the board to be included as basic property. ③ The Society must include any property obtained by purchase, donation, or payment and other routes into basic property of the Society without hesitation. ④ The board and the general meeting should discuss and decide on selling, donating, leasing, exchanging, basic property, changing the use of basic property, and offering basic property as collateral. Approval of the Minister of Science and Technology is also needed. ⑤ The board and the general meeting should discuss and decide when the long term debt including the amount the Society plans to borrow is more than 5% of the amount of basic property subtracted by the total debt at the point of borrowing. ⑥ The Society must follow the process of changing the Articles of Association without hesitation when there is a change to the assessed amount of basic property. ⑦ When there is excess money after closing accounts, the Society must include it into basic property or transfer it to the following month for use in purpose projects. Article 34 (budget): ① The budget of this Society is categorized into account titles and items and planned into presumed balance sheet, presumed income statement, and their subordinate statements. ② The presumed balance sheet of Section 1 records the presumed financial status as of end of year, marking the excess or shortfall compared with the end of the previous year. ③ The presumed income statement of Section 1 records the sum of all profits and costs presumed to occur in the year, comparing it with the profits and costs of the previous year. ④ Subordinate statements of the presumed balance sheet and income statement must clarify the supporting reasons for making each presumption. Article 35 (accounting): ① The accounting of the Society is handled in accordance with the principles of corporate accounting on all accounting trades so that business achievements and balance of accounts may be accurately identified. ② The Society accounting organization follows the financial statement rules. ③ The accounting of the Society consists of accounting for purpose project operation and for-profit project operation. ④ The for-profit project operation accounting of Section 3 includes profits, on which corporate tax is imposed in accordance with the corporate tax law, and costs. The purpose project operation accounting includes other profits and costs. ⑤ Costs difficult to categorize into either for-profit project operation accounting or purpose project accounting is divided, following the rules of the law on corporate tax division of shared costs. Chapter 8 Supplementary Rules Article 36 (change of Articles of Association): The board of directors' deliberation and one fifth of all members' agreement at the general meeting followed by permission from the Minister of Science and Technology are needed to change the Articles of Association. Article 37 (filing and keeping documents): ① The Society must file a list of property at the period decided at the time of establishment of the corporation and at the end of every business year. The file must be kept in the office. ② The Society must keep a list of members and record changes to the membership. ③ The Society must keep a general meeting record in the office in accordance with the rules stipulated in Article 25. Article 38 (submission of data): ① One month prior to the beginning of each fiscal year, the Society must submit to the Minister of Science and Technology its project plans and budget documents after discussion and decision at the board of directors and general meeting. ② Within two months from the end of every fiscal year, the Society must submit to the Minister of Science and Technology its project plans and budget documents after discussion and decision at the board of directors and general meeting. In this case, the Society must attach an audit verification document by a certified public accountant when requested by the Minister of Science and Technology. Article 39 (reporting): ① In accordance with civil law Article 49 or 52, the Society must report to the Minister of Science and Technology within seven days of registration, with an attachment of a copy of the register Article 40 (dispersion): ① Dispersion of the Society after attainment of its goal as described in Article 1 or over the impossibility of attainment of the goal must win agreement of more than one fifth of the members at the general meeting. When there are no members to the Society, it disperses without a general meeting. ② When dispersing in accordance with Section 1, the general meeting discusses and decides on the Society property to hand it over to either the nation or a different group with similar purpose. ③ Property not liquidated in accordance with Article 2 will be a property of the nation. Article 41 (bankruptcy): The chairperson of the Society must file for bankruptcy without hesitation when the Society fails to service its debts. Article 42 (other rules): Items not regulated by the Articles of Association must be handled following the rules on corporation aggregates of the civil law and the law on public corporation establishment and operation. Items not regulated by those laws must be handled following the decision made by the general meeting and the board of directors. Additional Rule The Articles of Association take effect on the day the Society receives permission from the Minister of Science and Technology (yy-mm-dd).