ANZCCK - Australia New Zealand Chamber of Commerce in Korea

1. General
1.1 (Name) The organisation shall be called the Australia New Zealand Chamber of Commerce in Korea ("ANZCCK"), hereinafter referred to as The Chamber.

1.2 (Status) The Chamber shall operate as a non-profit, unincorporated organisation.

1.3 (Location) The Chamber shall have its main office in Seoul and may have branch offices elsewhere in Korea.

2. Objectives and Activities
2.1 (Mission Statement) The Chamber shall facilitate business opportunities for Australian and New Zealand companies by proactively creating networks that enable them to advance their commercial interests in Korea.

2.2 (Core Objectives) The Chamber shall: " promote trade, technology transfer and investment between Australia and Korea, and between New Zealand and Korea through a better understanding of the business practices in the three countries; " provide an effective mechanism for informing the Korean Government of the views and interests of Australian and New Zealand businesses located in or trading with Korea; " provide a forum for Australian and New Zealand business interests in Korea to exchange views, experiences and extend contacts; " provide information and assistance to Australian and new Zealand people and companies seeking to do business in Korea; " provide a network of contacts for Korean companies seeking to do business with Australian and New Zealand companies; and " establish close links with like organisations or associations to enhance closer relations to the benefit of both.

2.3 (Activities) Activities shall include, but not be limited to: " representing the interests of Members through participation in relevant meetings and conferences in Korea, and if deemed appropriate by The Board, in Australia, New Zealand or other countries; " publishing material of interest to Members; " actively engaging with business organisations in Korea, Australia and New Zealand and elsewhere within the region; " organising monthly General Meetings with topical guest speakers; " organising briefing meetings for business visitors and others; and " organising social functions, including a monthly social gathering, as well as events of cultural or other significance to Members.

3. Membership
3.1 (Qualification) Membership of The Chamber is available to any person: " who is an Australian or New Zealand citizen in business in Korea; " who is an Australian or New Zealand embassy employee or an employee of the trade-arms of those countries; " who is a representative or employee of a company or organisation in Korea that has Australian or New Zealand business interests; " who is a full-time Australian or New Zealand student studying in Korea; or " whose application for membership of The Chamber is approved by The Board.

3.2 (Admission) Written applications for membership of The Chamber must be submitted to the Executive Director or Secretary for vetting and they shall raise any concerns regarding qualification for membership with The Board. Membership shall become effective from the date of approval by the Executive Director or Secretary, however a Member's membership shall lapse unless the appropriate Annual Membership Fee is paid to The Chamber within 30 days of the date of such approval.

3.3 (Obligations) Members of The Chamber shall actively assist in the activities of The Chamber and shall pay an Annual Membership Fee. Should a Member be deemed by The Board, in its absolute discretion, to have been an inactive Member throughout the year, The Board may revoke that Member's voting privileges by notifying that Member in writing.

3.4 (Cessation) Membership of The Chamber shall be canceled for any of the following reasons: " the Member requests cancellation in writing; " the Member has, in the opinion of The Board, damaged the reputation or integrity of The Chamber; or " the Member's Annual Membership Fee remains unpaid after 90 days of its being due for payment.

3.5 (Classes of Membership) Members of The Chamber shall be classified under one of the following classifications: " Individual - an Individual Member is entitled to one vote and an Individual Member may transfer their membership to another person within the same organisation upon the departure of the Member from Korea; " Corporate - Corporate Members are entitled to register three of their employees as Members of The Chamber; " Gold Sponsor - Gold Sponsors are entitled to register five of their employees as Members of The Chamber; " Silver Sponsor - Silver Sponsors are entitled to register three of their employees as Members of The Chamber; " Student - a person who is a full-time Australian or New Zealand student studying in Korea; " Non-Resident - available to a person not living in Korea, but who wishes to receive notice of The Chamber's activities; and " Honorary - this class of membership may be conferred by The Board upon a Member who is deemed to have provided outstanding service to The Chamber, and such Members shall not be required to pay an Annual Membership Fee. Gold Sponsor and Silver Sponsor Members are defined as companies who have paid to The Chamber the relevant sponsorship fee as determined by The Board from time to time. Each of those employees of Corporate, Gold Sponsor and Silver Sponsor Members whose names are registered with the Executive Director or Secretary shall each be deemed to be a Member of The Chamber.

4. Voting Rights
4.1 Each Member, other than those Members who are classified as Students or Non-Residents shall be entitled to one vote.

4.2 In the case of Corporate, Gold Sponsor or Silver Sponsor Members, only those people whose names are registered with the Executive Director or Secretary at the time of a call for Election of The Board shall be entitled to vote in the Election of The Board.

5. Annual Membership Fees
5.1 (Determination) Prior to each Annual General Meeting, The Board shall determine the level of the Annual Membership Fees for the following fiscal year of The Chamber.

5.2 (Consideration): A new Member joining The Chamber between 1 January and 31 August in any year shall pay the full Annual Membership Fee. A new Member joining The 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 of The Chamber.

5.3 (Expiration): All memberships expire on 31 December in each year.

6. Board of Directors
6.1 (Composition) The Chamber shall have a Board of Directors (herein referred to as The Board), comprising 11 Members as follows: " four Members who together shall form The Executive which shall comprise the following positions: Chairman; Vice-Chairman; Secretary; and Treasurer; " five other Members who shall be referred to as Directors; " a Member who shall be referred to as the Director-Austrade and who shall be employed by Austrade; and " a Member who shall be referred to as the Director-Trade NZ and who shall be employed by Trade NZ.

6.2 (Ex-Officio Board Members) The Ambassadors of Australia and New Zealand may each nominate a senior official from their respective delegations to serve on The Board as an Embassy Liaison Officer, however such persons shall not be entitled to vote at meetings of The Board.

6.3 (Duties) The Board shall direct and supervise the activities of The Chamber and any decisions it makes shall be determined by simple majority vote. At meetings of The Board, the Chairman shall, in the event of a tied vote, have a casting vote.

6.4 (Attendance) The Board shall meet at least once a month, 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 deemed to have resigned from The Board.

6.5 (Patrons) The Board shall invite the Ambassadors of Australia and New Zealand to serve as Co-Patrons of The Chamber.

6.6 (Executive Director) The Board may appoint an Executive Director to fulfill the administrative, membership and marketing functions of The 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.

7. Election of The Board
7.1 (Election of The Board) With the exception of the Director-Austrade, the Director-Trade NZ and nominated Embassy Liaison Officers, all other members of The Board shall be elected by a ballot to be conducted prior to each Annual General Meeting.

7.2 (Eligibility) Any Member, except those classified as Non-Residents or Students, may stand for election to The Board and shall, ideally, be Members from the private sector.

7.3 (No Contest) Should there be only one candidate for any position, those candidates shall be deemed to be elected automatically to such positions.

7.4 (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 nominate for a position as a member of The Executive as well as for another Director position on the same ballot, but a Member cannot be elected to more than one position.

7.5 (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.

7.6 (Term) The period of appointment of all Board positions shall be from the date of the Annual General Meeting in one year until the election of a new Board at the following Annual General Meeting. A member of The Executive may be re-elected for the same office for two additional terms only, but there shall be no limit to the number of terms a Director may serve in that capacity.

7.7 (Additional Terms) A Member who has served three consecutive terms in the same office on The Executive may stand for election to The Executive again after a one year stand-down period.

7.8 (Vacancies) A permanent vacancy in the office of Chairman during any year shall be filled by the Vice-Chairman. Should the Vice-Chairman decline to accept the position, The Board shall select a new Chairman by majority vote. Permanent vacancies in the offices of other elected positions shall be filled by appointments made by the Chairman with the advice and approval of The Board.

7.9 (Trade Positions) The Director-Austrade and the Director-Trade NZ shall be nominated respectively by the most senior Trade Commissioner at the Australian and New Zealand Embassies in Korea and their appointments shall be approved by the respective Ambassadors.

8. Election Process
8.1 (Nominations) At least six weeks before each Annual General Meeting, 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.

8.2 Ballot) In the event of a ballot being required, voting forms shall be distributed to Members who may vote for those nominated or Members may provide a Proxy Vote to the Chairman. An appropriate deadline shall be set requiring votes to be submitted to an independent auditor.

8.3 (Tally) The independent auditor shall announce the results of the Election of The Board at the Annual General Meeting.

9. Duties of The Board
9.1 (Duties) All members of The Board shall work together to administer and manage the affairs of The Chamber and to promote its Objectives and Activities.

9.2 (Chairman) The Chairman shall represent The Chamber and preside over the Annual General Meeting, General Meetings and Board Meetings.

9.3 (Vice-Chairman) In the absence of the Chairman, the Vice-Chairman shall assume the responsibilities of the Chairman.

9.4 (Secretary) The Secretary shall keep the minutes of all meetings of The Board, handle correspondence and shall maintain records/archives of The Chamber in co-operation with the Executive Director.

9.5 (Treasurer) The Treasurer shall present a budget to The Board prior to the Annual General Meeting and shall provide monthly progress reports regarding the actual and projected financial position of The Chamber throughout the year. The Treasurer shall ensure that the financial records of The Chamber are independently audited prior to the Annual General Meeting.

9.6 (Embassy Liaison) The Embassy Liaison Officers shall provide a linkage between The Chamber and their respective Embassies in Korea.

9.7 (Trade Positions) The Director-Austrade and the Director-Trade NZ shall provide linkages between The Chamber and their respective Embassy's trade offices.

10. Meetings
10.1 (General Meetings) General Meetings shall be held regularly, as determined by The Chairman.

10.2 (Annual General Meeting) The Annual General Meeting shall be held in December of every year, and Members shall be notified in writing of the proposed meeting at least two months prior to the nominated date.

10.3 (Extraordinary General Meetings) An Extraordinary General Meeting may be called by the Chairman or the Vice-Chairman by sending a notice to Members at least 14 days prior to the meeting. The Chairman shall be obliged to convene an Extraordinary General Meeting when requested to do so in writing by six Members of The Chamber.

10.4 (Agenda for Annual General Meeting) The following agenda items shall be discussed at each Annual General Meeting: " outgoing Chairman's and Patrons' reports; " results of the Election of The Board; " incoming Chairman's address; " programme and Budget for the coming year; " Treasurer's report and Auditor's statement; and " any other important matters relating to the administration of The Chamber.

10.5 (Resolution) Copies of all resolutions to be put at the Annual General Meeting shall be distributed to Members with the notice of meeting.

10.6 (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 including proxy votes. In the event of a Member's absence at any meeting of The Chamber, a proxy vote shall be allowed, provided that a written and signed notice of proxy has been lodged beforehand with either the Executive Director or the Secretary. Resolutions shall be made by a simple majority vote and the Chairman shall, in the event of a tied vote, have a casting vote.

10.7 (Limitation of Voting Rights) Only Members whose Annual Membership Fee is paid in full as at end November in a particular year shall have the right to vote at the following Annual General Meeting. To be eligible to vote at an Extraordinary General Meeting, a Member's Annual Membership Fee must be paid in full within five days of the notice of meeting being given.

10.8 (Minutes of Meetings) The minutes of the Annual General Meeting 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 Annual General Meetings within 30 days of the Annual General Meeting being held.

11. Board of Directors' Meetings

11.1 (Frequency) The Chairman shall convene regular Board Meetings, on dates as determined by the Chairman.

11.2 (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 four other members of The Board.

11.3 (Resolution) Resolutions shall be made by a simple majority vote of the Directors present and the Chairman or his/her delegate shall, in the event of a tied vote, have a casting vote.

11.4 (Agenda) At its meetings, The Board shall address the following matters: " agendas for future General Meetings or Board Meetings; " financial matters; " any matters recommended by an Annual General Meeting; " membership; and " any other important matters relating to the administration of The Chamber.

11.5 (Auditors) With the approval of The Board, the Treasurer shall appoint an auditor for the period from one Annual General Meeting to the next Annual General Meeting. In accordance with generally accepted accounting standards in Korea, the Auditors shall audit the financial statements for the fiscal year just completed in order for them to be submitted to and approved by the Annual General Meeting.

11.6 (Fiscal Year) Each fiscal year of The Chamber shall be the 12-month period from 1 December in one calendar year until 30 November in the following year. All or a part of any surplus monies at the end of a fiscal year of The Chamber shall, in accordance with the decision of the Board, be carried forward to the next fiscal year.

11.7 (Income) The funds of the Chamber shall be raised from Annual Membership Fees, donations, profits generated on events held by The Chamber and any other special contribution.

11.8 (Authorization of Expenditure) All expenditures exceeding five million Korean Won of The Chamber's funds shall require the approval of The Board.

12. Dissolution

12.1 (Dissolution) Dissolution of The Chamber shall be made if it is proposed at a General Meeting which is attended by more than two-thirds of the Members, and is agreed by a more than two-thirds majority vote of the Members present at that meeting.

12.2 (Use of Funds) Upon dissolution of The Chamber any remaining funds of The Chamber shall be donated to a Korean charity selected by the Australian and New Zealand Ambassadors to Korea.

The above Constitution which was proposed by Phil Michell (ANZ Bank) and seconded by John Stedman (KPMG) is a revision of The Chamber's original Constitution and was voted on and approved by a majority of the Members at the Extraordinary General Meeting held on 19 September 2003.