Articles of Incorporation
US-KOREA ALLIANCE FOUNDATION
(a Virginia nonstock Corporation)
Adopted by the Board on January 29, 2022.
ARTICLE 1 - General Provisions
- Name. The Corporation is referred to as “US-Korea Alliance Foundation” (“Corporation”).
- Purpose. The purpose of the Corporation is to reinforce the alliance between the United States of America (“US”)and the Republic of Korea (“ROK”) by educating the next generation and supporting projects, businesses, and events to promote the honor, welfare, and remembrance of US and ROK military, including active or retired servicemen and current or retired civilian service members (“US and ROK military personnel”), and their family members.
- Principal Place of Business. The Corporation’s principal place of business is Fairfax County, Virginia.
Activities. To achieve the goal stated in Paragraph 2, the Corporation shall conduct the following activities:
- Support the honor of US and ROK military personnel and their family members;
- Support the promotion of the welfare of US and ROK military personnel and their family members;
- Support projects to promote the reputation of US and ROK military personnel;
- Support the establishment of US and ROK military personnel networks;
- Support education on civilians, research, workshops, and publication of periodicals to promote the US-Korea alliance;
Support events promoting the friendship between the US and ROK to promote their alliance;
- Support memorial events for US and ROK military personnel;
- Educate the next generation; and
- Other activities necessary to accomplish the purposes of the Corporation.
The Corporation can engage in income generating activities to secure funds to conduct the activities set forth above, as long as they do not conflict with the purpose of the Corporation.
- Anti-inurement. No part of the net earnings of the Corporation inure to benefit of, or be distributable to, any Director or Officer of the Corporation or any other private person; but the Corporation shall be authorized to make payments and distributions in further of the purposes set forth in Article 2 hereof, subject to the limitations of the Code.
ARTICLE 2 - Officers and Directors
- Positions. The Corporation shall have a Chair of the Board, a President, a Vice President, a Treasurer, a Secretary, up to two Auditor(s) (collectively, “Officers”), and up to 10 Directors. In addition, the Board or Officers may appoint advisors or consultants as necessary.
- Terms. Directors shall serve three (3) years and Officers shall serve three (3) years, both of them may be elected for consecutive terms. However, the term of the Chair of the Board and the President shall not exceed their terms as Directors. When filing vacancies through a by-election, the newly-elected will hold the position for the remainder of the predecessor’s term. Despite the expiration of a Director’s term, a Director may continue to serve until his or her successor is elected or until there is a decrease in the number of Directors, if any.
- Appointment of Officers and Election of Directors. The Board of Directors shall have the power to elect the Directors and appoint the Officers. An individual does not have to be a Director to be appointed as an Officer except for the President and the Vice President positions, but shall be an active Individual Member of the Corporation, pursuant to Paragraph 33. The Chair of the Board shall be elected and the President shall be appointed, according to the paragraphs of Article 2, and their terms are governed by the second sentence of Paragraph 10. By-elections shall be held by the Board of Directors within two (2) months from the date of vacancy. Appointment of the Officers and election of the Directors shall be conducted within two (2) months before the expiration of their term.
- Directors’ Qualification. To qualify as a Director, the individual must
- demonstrate his or her commitment to the goals and purposes of the Corporation,
- be fluent in English,
- be a lawful permanent resident or US citizen, and
- be an Individual Member of the Corporation, pursuant to Paragraph 33.
- In addition, it is desirable to have at least one Director who meets the following criteria:
- Has the ability to raise or contribute substantial funds to the Corporation,
- Can manage the Corporation’s website or social networking services (SNS) accounts,
- Is a licensed attorney or public accountant (CPA), or
- Is one of the influential members of the community.
- Selection and Terms of Chair of the Board and President. The Board of Directors shall appoint a Director to serve as the President and shall elect a Director to be the Chair of the Board. The term of the Chair of the Board and the President shall be the remainder of their term as Directors, subject to reelection or reappointment.
- Removal and Retirement of the Officers and Directors. Officers who are not reappointed or Directors who are not reelected shall retire. Officers or Directors shall be removed from office by a majority vote of the Directors in office if the Officer or Director:
- Engages in conduct that violates the purpose of the Corporation;
- Commits a material and wrongful act;
- Interferes with the Corporation’s proper business activities;
- Causes substantial inconvenience to the Corporation’s business activities by violating any laws, rules, or regulations, or any provisions of the Corporation’s Articles of Incorporation or Bylaws;
- Causes a substantial injury to the Corporation or violates his or her duties of loyalty to the Corporation in a gross negligent or wilful manner; or
- Becomes incompetent to perform his or her duties due to mental or physical illness.
- Disqualifying Conditions. Individuals with one or more of the following conditions shall not serve as Officers or Directors:
- Under the age of 18,
- Found legally incompetent or mentally incapacitated,
- Declared bankruptcy,
- Sentenced to an incarceration within three (3) years of appointment or election,
- Convicted of a felony,
- Convicted of a crime involving moral turpitude,
- Have a direct or indirect financial interest in the Corporation's activities, or
- Have a familial, financial, professional, employment, or other relationship with a person who has a direct or indirect financial interest in the Corporation’s activities.
- Full-Time Director. The Corporation may appoint a Full-Time Director who is dedicated to conducting the Corporation’s business. The Board of Director, if necessary, shall choose a Director to serve as the Full-Time Director.
- Duties and Responsibilities. The Chair of the Board shall have the power to call a meeting of the Board of Directors. The President shall represent the Corporation and oversee its business activities. Directors shall attend the Board of Directors meetings to deliberate and decide on corporate affairs, and handle matters delegated by the Board of Directors or the Chairman.
- Auditor. Auditor(s) shall be responsible for:
- Auditing the Corporation’s assets and business activities,
- Auditing the matters related to the operation and business activities of the Board of Directors,
- Notifying the Board of Directors of any irregularities, illegal activities, or wrongful conduct,
- Calling a meeting of the Board of Directors to report and correct any irregularities, illegal activities, or wrongful conduct, and
- Providing statements to the Chair of the Board or the Board of Directors related to the Corporation’s assets and the operation and business activities of the Board of Directors.
- Acting Chair of the Board or President. In the event of an accident or vacancy of the Chair of the Board, the President shall act on behalf of the Chair of the Board without delay. If the President is unable to act on behalf of the Chair of the Board, a special Board of Directors’s meeting shall be convened within one (1) month to elect the Acting Chair of the Board. Whoever acting as the Chair of the Board shall elect the next Chair of the Board within two (2) months from the date of vacancy, and the term of the newly-elected Chair of the Board shall be the remainder of his or her predecessor’s term. In the event of an accident or vacancy of the President, the Vice President shall act on behalf of the President without delay. If there are two Vice Presidents, the Board of Directors shall choose the Acting President between the two Vice Presidents. If none of the Vice Presidents can serve as the Acting President, the Board of Directors shall elect an Acting President.
- Compensation of Officers and Directors. Officers and Directors shall not be paid. However, actual expenses such as meeting allowances and travel expenses necessary for the performance of their duties may be reimbursed within the scope of the budget. If an Officer or Director is appointed as a Secretary General pursuant to Paragraph 32, compensation may be provided.
- Full-Time Executives and Staff. The Board of Directors may appoint or hire full-time executives and staff. The appointment, duties, and compensation of full-time executives and staff shall be stipulated in separate rules through a resolution of the Board of Directors in compliance with relevant laws and regulations.
- Indemnification. The Corporation shall indemnify its Directors and Officers to the fullest extent permitted by Virginia statutory or case law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the Corporation) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).
- Exoneration. To the fullest extent permitted by Virginia statutory or case law, as amended or interpreted, no Director or Officer of this Corporation shall be personally liable to the Corporation or its Individual Members for money damages; provided, however, that the foregoing limitation of Director and Officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to Directors and Officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.
ARTICLE 3 - Board of Directors
- Establishment and Composition of the Board of Directors. The Board of Directors shall be the supreme decision-making body of the Corporation and be composed of all Directors including the Chair of the Board.
- Powers. The Board of Directors shall deliberate and decides on the following:
- Matters concerning the budget, settlement of accounts, borrowings, and acquisition, disposal, and management of assets;
- Matters concerning income generating activities under Paragraph 4;
- Matters concerning the enactment and amendment of the Corporation’s Bylaws;
- Matters concerning the establishment and operation of branch or chapter offices;
- Matters concerning the merger, dissolution, and disposal of residual assets of the Corporation;
- Matters concerning amendments to the Articles of Incorporation;
- Matters concerning the election, appointment, and removal of officers and Directors;
- Matters that fall under the authority of the Board of Directors in accordance with relevant laws or the Articles of Incorporation or Bylaws of the Corporation; and
- Other agenda items that are considered necessary by the Chair of the Board or at least one-third of the Directors.
- Advisory Committee. Counselors and advisory committees may be established to seek advice on the business and operation of the Corporation. Advisors and counselors are composed of parties and experts related to the business of the Corporation. The President may establish advisory committees as necessary.
ARTICLE 4 - Meetings and Notice
- Quorum. Unless otherwise specified in the Bylaws, a majority of the Directors in office shall constitute a quorum at Board meetings, and the vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Directors shall have equal voting rights.
- Proxies. Directors may cast their vote in person or by proxy. Such proxy may be granted by a Director to another Director or any person designated. A proxy shall be dated, duly executed in writing and shall be valid only for the particular meeting designated therein and must be filed with the Chair of the Board before the appointed time of the meeting. A proxy, if properly executed and filed, shall be counted for establishing a quorum. A proxy can be either general or specific. A general proxy means that the voting Director leaves the vote to the discretion of the proxy voter. A specific proxy or limited proxy means that the voting Director gives the proxy voter specific instructions on how to place the Director’s vote.
- Written Decision. The Chair of the Board may decide on minor or urgent matters in writing, instead of referring them to the Board of Directors, and in this case, the Chair of the Board shall report the results to the Board of Directors at the next scheduled Board meeting. Upon the Chair of the Board’s report, if a majority of the Board of Directors requests that the matters be submitted to the Board of Directors, the Chair of the Board shall follow the request. If the Board of Directors’ decision conflicts with the Chair of the Board’s written decision, the Board of Directors’ decision prevails.
- Disqualification from Voting. A Director is disqualified from voting when deciding on matters concerning the appointment or removal of himself or herself and when deciding on matters related to financial, business, or legal issues where there is a potential conflict of interests between the Corporation and the Director.
- Regular Meetings. The Chair of the Board may convene a Board meeting and serves as its chairperson. Regular Board meetings shall be held as determined by the Board of Directors.
- Special Meetings. Special meetings may be called by the Chair of the Board or the President. The Chair of the Board shall give at least five (5) days’ notice stating the time, place, and purpose of the special meeting to the Board members. In special meetings, the Board of Directors shall be allowed to act only on the stated purpose or agenda of the meeting unless a majority of the Directors present at the meeting agrees otherwise.
- When there is a request for a Board meeting falling under any of the following subparagraphs, the Chair of the Board shall convene a Special Board meeting within twenty (20) days from the date of such request.
- When at least one-third or more of the Directors in office send a written request to the Chair of the Board, specifying the purpose or agenda of the meeting.
- When an Auditor requests that a Board meeting be held, pursuant to Paragraph 15, Subparagraph d.
- In either case above, the Chair of the Board shall give a five (5) day notice in accordance with the second sentence of Paragraph 29. If the Chair of the Board is unable or unwilling to fulfill the duties, the President shall do so.
- If a special meeting cannot be convened due to the vacancy of the person authorized to convene a special meeting or the Chair of the Board refuses to convene a meeting for more than seven (7) days, the Board of Directors may convene a special meeting by a majority vote of the Directors in office. In this case, the oldest Director present shall preside over an election to select the interim Chair of the Board by a majority vote of the Board of Directors present.
- Meeting Minutes and Recordkeeping. The Secretary shall be responsible for meeting minutes and keep them at the Corporation’s principal place of business. The meeting minutes shall contain the date and time, place of the meeting, contents of the discussion and resolutions, and shall be signed by the Chair of the Board and the Auditor.
ARTICLE 5 - Secretariat and Staff
- Secretariat. A Secretariat shall be established to carry out the duties and affairs of the Corporation under the direction of the President. The Secretariat may have one Secretary General and other necessary departments and staff. The Secretary General represents the Secretariat and oversees the execution of the Corporation. Details regarding the organization and operation of the Secretariat shall be determined by the Board of Directors.
- Composition and Appointment of Secretariat Office. The Secretary General is nominated by the President, and the Board of Directors shall approve the appointment or removal of the Secretary General. Office staff are appointed and removed by the President in accordance with the personnel regulations. The term of the Secretary General shall be two (2) years from the date of appointment, subject to reappointment. Details regarding the personnel, compensation, and work of the Secretary General and secretariat staff shall be determined by a separate regulation upon the resolution of the Board of Directors.
ARTICLE 6 - Members
- Individual Members. Individuals who wish to support and advance the purposes of the Corporation may join as supporting Individual Members by paying an annual membership fee of $300. The membership fee is good for the calendar year. An Individual Member of the Corporation does not possess voting or other legal rights in the conduct of the affairs of the Corporation unless the Individual Member is elected or appointed as a Director or an Officer of the Corporation. A state or local Chapter may grant voting or other rights to an Individual Member of the Corporation with respect to the corporate affairs of the state or local Chapter, respectively, but is not required to do so.
- Termination of Membership. The Board of Directors of the Corporation shall have the right to deny, or terminate, the membership of any person, or to deny access to or participation in the programs or services of the Corporation, if that person fails to meet the qualifications for membership, or engages in activities that negatively reflect upon, or are otherwise contrary to the best interests of, the Corporation and its Chapters.
- Failure to Pay Membership Dues. Individual Members whose dues for the membership year are not paid by December 31st of the year to which the dues relate may be terminated automatically without any further process, provided that the Individual Member has been provided thirty (30) days written notice and an opportunity to cure the default by paying the outstanding amount or making appropriate payment arrangements.
- Procedure to Terminate Members. Termination of the membership of an Individual Member, for reasons other than nonpayment of dues, shall be in accordance with procedures established by the Board of Directors of the Corporation, which procedures shall provide the Individual Member with advance notice of the grounds for termination and an opportunity to be heard.
ARTICLE 7 - Chapters
- Formation. Upon the application of one or more Individual Members of the Corporation in good standing, who maintain principal offices within the geographic jurisdiction of the proposed Chapter, the Board of Directors may grant and issue a charter for a Chapter. Not more than one charter may be issued for any particular city or defined area, nor may any charter be issued that would otherwise interfere with the local jurisdiction of any existing Chapter of the Corporation.
- Operation. Each Chapter of the Corporation may conduct its own local meetings, elect its local chair, secretary, treasurer, and other officers as it deems appropriate, and assess dues as it deems appropriate. Chapters may, by a resolution adopted by a majority of a Chapter’s members at a meeting of the Chapter, petition the Board of Directors and a Chapter’s opinion on questions of policy and procedure.
- Chapter Bylaws. No Chapter may adopt bylaws until it has received the approval of the Board of Directors to do so. Chapters must file a copy of their bylaws with the headquarters of the Corporation to the Secretary’s attention. The financial status of Chapters is subject to review and audit as the Board of Directors deems appropriate.
- Declaration. No Chapter has the authority to declare the Corporation’s policy, represent the Corporation, or issue any press release without the approval of the Board of Directors or the approval of the President if the Board of Directors does not meet in time to consider the matter.
- Chapter Officers. Each Chapter shall elect a Chapter Chair at its annual meeting to hold office for at least one year or until a successor takes office, whichever is later. Chapter Chairs represent their Chapter before the Corporation. If a Chapter Chair is unable to perform the Chapter Chair’s representative function, a member of a Chapter’s executive committee or the next senior officer may represent the Chapter before the Corporation.
- Chapter Treasurer. Each Chapter shall elect a Chapter Treasurer at its annual meeting to hold office for one year or until a successor takes office, whichever is later. The Chapter Treasurer’s functions within a Chapter are similar to those of the Corporation’s Treasurer with respect to the Corporation. Chapter Treasurers shall periodically report the fiscal affairs of the Chapter to the Corporation’s Treasurer and particularly report to the Corporation’s Treasurer delinquencies in the payment of dues.
- Terms. The terms of office for Chapter officers (including Chapter Chairs and Treasurers) commence in the month of the Annual Meeting of the Corporation or, if that is not feasible, in the month prior to the month in which the Annual Meeting is scheduled to take place.
ARTICLE 8 - Amendments
- Articles of Incorporation. The Corporation’s Articles of Incorporation may be amended only by the affirmative vote of two-thirds (2/3) of the Directors if there are three or more Directors then in office. If there is only one director in office, he or she has the sole power to make amendments to the Articles of Incorporation.
- Bylaws. The Bylaws may be amended by a majority of all Directors at any duly convened meeting of Directors or, to the extent not prohibited by law, by vote of the majority of all Directors in office at a duly convened meeting of Directors, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.
I, ____________________, the undersigned, being the Secretary of US-Korea Alliance Foundation, do hereby certify that the foregoing are the Bylaws of the Corporation, as adopted pursuant to the consent of the Board of Directors in accordance with the Bylaws, dated effective as of October 29, 2021.