Chapter 1. General Provisions
Article 1 (Objective) This corporation aims at establishing identity of counseling, studying counseling, improving counselors' competence and technique, protecting rights and interests of members to develop counseling and its academic field under the Civil Code Section 32 and the rules of nonprofit corporation's foundation and supervision of Ministry of Education Human Resources Development.
Article 2 (Name) The corporation shall be called to 'corporation Korean Counseling Association (KCA)' in English.
Article 3 (Location) The corporation shall be placed in Seoul.
Article 4 (Business) The corporation shall perform below business to achieve the objective of Article 1.
1. Counseling research and publishing journals
2. Developing and disseminatating counseling programs
3. Holding conferences and workshops
4. Implementing qualification system "counselor (private certificate)"
Chapter 2. Members
Article 5 (Requirements of members)
① Members of the corporation should agree purposes of KCA and submit an application for admission to be approved by the board of directors. Provided, founder members shall be decided by the foundation general assembly.
② Not only individuals but also organizations can be a member of this corporation.
Article 6 (Rights and duties of members)
① Full members participate in operation of the corporation and have the initiative, voting right, suffrage, and right to be elected by general assembly. Associate members, general members, and organizational members have the same right with full members except for above rights.
② Members owe a duty to follow the articles of association and resolved matters, and should pay prescribed enrollment and membership fee. Moreover, members have to comply with ethics regulation of KCA.
Article 7 (Expulsion of Members) Members who were against the corporation or damaged KAC's honor · dignity can be expelled by decision of the board of directors.
Article 8 (Affiliation) All individual members should belong to more than one sub-department counseling associations.
Chapter 3. Executives
Article 9 (Types and Essence of Executives) ① This corporation includes following executives.
1. 9 directors
2. 2 auditors
② The list of Directors of Section 1, sub-section 1 includes compulsory directors, one president and 2 vice-presidents (in charge of academic and planning business, respectively).
Article 10 (Requirements of Executives) Executives of this corporation shall not have reasons for disqualification.
Article 11 (General Director) ① President can appoint one full member to a general director after passing a vote by the board of directors.
② President have authorization about division of works of general director.
Article 12 (Appointment of Executives) ① The board of directors elects executives and a president; the general assembly shall approve and appoint them.
② Auditors are appointed by the general assembly.
③ Next president are elected before the expiration of present president's term.
Article 13 (Term of Executives) ① The term of compulsory directors are 2 years, Jan., 1st of this year to Dec. 31st of next year. (Provided, 2010 compulsory directors serve his term from Aug., 2010 to Dec. 31st, 2012); that of appointed directors are 4 years, but it is the single-system. (Provided, that of 2010 appointed directors serve his term to Dec. 31st, 2010.) However, first executives' term is half period.
② The term of auditors are 2 years, but the single-system.
③ When there is a need to fill a vacancy, general assembly progresses election; the term of by-election is remaining period of a predecessor.
Article 14 (Duty of Directors)
1. The president is a represent of the corporation, and a chairperson of the board of directors, general assembly, and operational committee, and s/he handles every business of KCA.
2. Vice-presidents assist the president, and in case of president's absence, vice-president who takes charge in academic business shall be delegated.
3. Directors organize the board of directors and determine business performances.
Article 15 (Duty of Auditors) Auditors conduct the following duties.
1. Auditing property of corporation
2. Auditing operation of the board of directors and its business
3. Restriciting corruption on property or business execution by requiring correction to the board of directors and general assembly; when it is not corrected, auditors should report the situation to the supervisory authority.
4. Convening the board of directors or general assembly to report clause 3, if necessary
5. Advancing opinions on property of corporation, or operation and business of general assembly or the board of directors in general meeting or executive board meeting
6. Signing minutes of general meeting or executive board meeting
7. Participating in operational committee meeting, if necessary
Chapter 4. General Assembly
Article 16 (Function of General Assembly) General Assembly decides the following items:
1. Election of executives
2. Change of articles of association
3. Dissolution of corporation
4. Disposal of endowment
5. Approval of budget and balancing accounts
6. Approval of business plan
7. Other significant issues
Article 17 (Convening General Assembly) ① General assembly meeting consists of regular and temporary: the former is annual meeting, and the latter can be called by the president, or the chairperson when necessary.
② The president have to notify a meeting agenda to each full member before 7 days.
Article 18 (Quorum for Resolution) ① The intent of general assembly is decided by gaining a majority vote of full members present in the meeting. Provided, in case of a tie, the chairperson shall decide the issue.
Article 19 (Written Delegation) Full members who cannot present in the meeting due to an inevitable reason can delegate their voting rights to the chairperson or other full members in a form of document. Written delegation is substituted by presence of general assembly.
Article 20 (Exemption of general assembly) ① The president should convene a general assembly within 20 days from the day of summon when being required general assembly due to the following clause 1.
1. When presented objectives of meeting from the majority vote of registered full members
2. When auditors called general assembly according to Article 15 Clause 4
3. When presented objectives of meeting from over a third vote of registered full members
② When person entitled to convene became vacant or avoided meeting, impossible situation to hold general assembly, the meeting can be held by gaining a majority vote or over a third of registered full members and being approved by the supervisory authority.
③ In terms of assembly meeting by the section 2, chairperson shall be appointed by the oldest present director in charge of presiding over a meeting.
Article 21 (Cause for Exclusion of General Assembly Decision) A chairperson or full member who falls under the following sub-section 1, s/he cannot participate in voting:
1. Issue related him/herself such as appointment of executives or dismissal
2. Conflict of interests between KCA member and the corporation including giving and receving money or property
Chapter 5. Board of Directors
Article 22 (Functions of Board of Directors) The board of directors deliberate · determine on the following issues:
1. Election of directors and president
2. Business execution
3. Operation of business plan
4. Writing budget and balance sheets
5. Delegation by general assembly
6. Authority by this article
7. Other important issues
Article 23 (Construction of Board of Directors) Board of directors consist of compulsory directors including a president and 2 vice-presidents, and appointed directors.
Article 24 (Quorum for Resolution of Board of Directors) ① Executive board meeting cannot be held if more than half of registered directors cannot present.
② The intent of the board of directors is determined by more than half of present directors. Provided, in case of a tie, the chairperson shall decide the issue.
Article 25 (Cause for Exclusion of Decision) A president or director who falls under the following sub-section 1, s/he cannot participate in voting:
1. Issue related him/herself such as appointment of executives or dismissal
2. Conflict of interests between member and corporation including giving and receving money or property
Article 26 (Convocation of Board of Directors) ① The president convenes board of directors and becomes its chairperson.
② When the board meeting is required, the notice with agenda shall be informed to each director before at least 7 days of meeting.
③ Executive board meeting is determined by notice of clause 2. Provided, all registered directors can be present and approve it, though the notice was not informed, the meeting can be held.
Article (Exemption of Meeting) ① The president shall convene an executive board meeting within 20 days from the day under any request falling the following sub-section 1:
1. 1. When presented objectives of meeting from the majority vote of registered directors
2. When auditors called general assembly according to Article 15 Section 4
② When person entitled to convene became vacant or avoided meeting, impossible situation to hold an executive board meeting more than 7 days, the meeting can be held by gaining a majority vote or over a third of registered directors and being approved by the supervisory authority.
③ In terms of executive board meeting by clause 2, chairperson is appointed by the oldest present director in charge of presiding over a meeting.
Article 28 (Prohibition of Written Decision) The intent of board of directors shall not be decided by written documents.
Chapter 6. Committee, Sub-department and Local Associations
Article 29 (Operational Committee and Committee) ① This corporation includes an operational committee for smooth business performances.
② This corporation includes a standing committee by regions to develop counseling and its area, and improve counselors' professionalism.
③ If necessary, the board of directors can install a special committee to develop this corporation.
Article 30 (Sub-department and Local Associations) ① Considering each field's speciality and local gatherings, this corporation includes sub-department and local associations.
② The operational committee shall decide whether to install or abolish sub-department and local associations.
Chapter 7. Property and Accounting
Article 31 (Classification of Property) ① The property of this corporation was divided into endowment and legal assets.
② Fund which falls under the following clause 1 is endowment; the others are legal assets.
1. Described asset as endowment in the appendix list
2. Designated asset as endowment
3. Decided asset as endowment among legal assets by the board of directors
Article 32 (Asset Management) ① The asset of this corporation shall be managed by the president according to management regulation decided by the board of directors.
② When the endowment of this corporation is sold, given, or provided as security, it is required decision of the board of directors and approval of general assembly.
Article 33 (Procurement of Expenditure) Expenses for maintenance and operation of this corporation is procured by endowment's profits, business income, members' fee, donation and others.
Article 34 (Operation · Management of Contribution) Through KCA's website, yearly contribution and detailed statement shall be informed in the end of this year
Article 35 (Disposal of Surplus) With regard to surplus, all or part of surplus will be transferred as endowment or carried forward to the next year according to decision of the executive board meeting.
Article 36 (Special Accounting) This corporation includes special accounting dept. when profit business is conducted or the executive board meeting approved its necessity, or if necessary.
Article 37 (Accounting Year) Accounting year of this corporation follows the accounting year of national government.
Article 38 (Accounting Audit) Accounting audit shall be performed annually. The president shall submit the following materials before 15 days of audit report date.
Article 39 (submitting budget and balance sheet) This corporation shall submit documents of each section discussed by director's meeting and approved by general assembly to supervision office within 2 months after ending each fiscal year.
1 Next year's business plan and balance budget bill
2 This year's business performance and balance closing accounts
3. Present asset list of the end of this year
Chapter 8. Supplementary Rules
Article 40 (Change of Articles of Associations) In terms of change of articles of associations, more than half of present full members in general assembly shall be agreed and approved by the supervisory authority after attaching documents included the following clauses.
1. 1 form of change reason
2. 1 revision of articles of association (including new · old comparison sheet)
3. 1 related document such as minutes of general assembly or executive board meeting on changes of articles of association
4. With regard to changing articles of association by disposal of endowment, 1 document written on reason and method of disposa, and list of disposal assets, etc.
Article 41 (Dissolution) When it comes to dissolution of this corporation, more than half of present full members in general assembly shall be agreed and approved by the supervisory authority. Person who in charge of dissolution shall register dissolution after being appointed and in 3 weeks, except for bankrupcy, and shall report dissolution to the supervisory authority with attaching a certified copy of the register.
Article 42 (Belonging of Remaining Asset) Remaining asset of dispersed corporation shall belong to Seoul Metropolitan Office of Education.
Article 43 (Detailed Rules for Operation) Detailed rules for operating these articles shall be determined by the board of directors.
Article 44 (Office) This corporation has an office and one office leader and several staffs to deal with works of this corporation.
Article 45 (Executives and Its Term of Foundation Year) Executives and term of foundation year are as follows:
2 years for Lee Hyeon-lim, 4 years for Kim Gye-hyeon, 4 years for Kim Hyeong-tae, 4 years for Nam Shang-in, 2 years for Hong Gyeong-ja, 4 years for Park Tae-soo, 2 years for Hong Jong-gwan, 2 years for Kim Chang-dae, 4 years for Kim Bong-hwan, 2 years for Kim Seong-hoe, and finally 1 year for Lim Eun-mi
Addenda
These articles of associations are enforced from the approved date, Aug. 16, 2006 by the competent administrative agency.
These revised articles of associations are enforced from the approved date, Nov. 12, 2008 by the competent administrative agency.
These revised articles of associations are enforced from the approved date, Sep. 14, 2010 by the competent administrative agency.
These revised articles of associations are enforced from the approved date, March 6, 2012 by the competent administrative agency.
These revised articles of associations are enforced from the approved date, Jan. 18, 2013 by the competent administrative agency.
These revised articles of associations are enforced from the approved date, Jan. 15, 2015 by the competent administrative agency.
