The Italian Chamber of Commerce in Korea is an organization that intends bringing together the representatives of Korea based Italian or significantly Italian-participated companies, representatives of the Italian institutions in Korea and Korean-based Italian passport holders whose business is related to Italy.

The Italian Chamber of Commerce in Korea basic activities are the following:

• promoting the interest of the Italian business community in Korea and deepening the linkage between Italy and the Korean peninsula;
• providing business information to its Members;
• cooperating with other business associations in Korea and in the region, with particular regard to the European Chamber of Commerce in Korea.

Art. 1 – Name

The organization shall be known as the “Italian Chamber of Commerce in Korea”, hereinafter referred to as the “ITCCK”.

Art. 2 – Objects

The objects of the ITCCK are:

1. to provide a forum, on a continuing basis, for Italian and Korean organizations and the executives of Italian and Korean companies and Italian and Korean executives working for companies other than Italian, which can identify, examine and discuss matters of common interest affecting their economic, industrial and commercial strategy in the Korean peninsula;
2. to advise and assist Italian and Korean companies and other professional bodies which are already established and doing business both in Italy and Korea;
3. to advise in the promotion of trade, investment, finance and industry between Korea and Italy;
4. to debate ways to make representations as and when necessary to Korean authorities;
5. to promote, foster, support, represent and protect the interests of the Italian and Korean Chamber’s Members;
6. to exchange information, statistics and other data and materials regarding trade and other subjects which might be of use to the Members and other interested bodies and keep Members informed on matters of general interest;
7. to promote meetings and various social activities in connection with the aims of the Chamber and to cooperate with other bodies and associations both In Italy and Korea, plus in European and/or Asian areas.

Art. 3 – Membership

Membership of the ITCCK is open to all companies, institutions, associations, professionals and individuals engaged in developing economic activity connected to South Korea and/or Italy. Membership is also open to companies, institutions, associations, professionals and individuals from any other country who are interested in the mission of the ITCCK.

Membership shall consist of the following categories:

3.1 Ordinary members, which shall be either multinational corporations (“MNCs”) or small and medium companies (“SMEs”), institutions and associations. MNCs shall be representative offices, branches, subsidiaries or headquarters of companies with an international presence. SMEs shall be any company established and registered in South Korea by Italian or foreign entrepreneurs and any entities, without a head-quarter or holding company being based in Italy or in any other country.

3.2 Individual members shall be any individuals or professionals engaged in any economic or cultural activity and who are interested in the mission of the ITCCK.

Ordinary and Individuals members have voting rights at the Annual General Meeting. Vote can be expressed in person or by proxy. In case of Ordinary and Individual Members’ vote by proxy, the proxy shall submit an appropriate POA signed and sealed by the entrusting Members to the ITCCK, at least one (1) week before the Annual General Meeting.

3.3 Associate members shall be Non-profit Organization or foundations relating to science, religion, charity, art, social intercourse, or otherwise relating to enterprises not engaged for profit or gain. Non-profit Organization Members are entitled to the full range of services provided by the ITCCK shall have no voting rights and are not eligible to become part of any ITCCK organ (e.g. Board of Directors or Advisory).

3.4 Any person or business entity who wish to become a Member should submit its application to the Board in accordance with such procedure(s) as may be determined by the Board from time to time. Subject to the fulfillment of the conditions of membership set out in Articles 3.1 and 3.2 above, membership shall be approved by the Board. Payment of the necessary membership fees by the approved applicants shall constitute admission to membership.

3.5 Membership may be terminated immediately by the ITCCK in case of bankruptcy, conviction of criminal offences or any other act or omission which is detrimental to the interests of ITCCK or compromises the good name and/or goodwill of the ITCCK or in violation of this Constitution. The Board shall inform the concerned Member in writing of its decision to terminate his membership in advance. The concerned Member may ask to be heard by the Board to appeal the decision. Any Member whose membership has been rejected or terminated pursuant to this Article and whose appeal to the Board pursuant to the preceding sentence has been unsuccessful shall have the right to appeal to the Members at the general meeting. The decision of the Members at the general meeting shall be final. Any Member who ceases to be a Member by virtue of this Article shall be liable to pay all arrears of membership fees due on the date of cessation of the Membership.

Any cessation of membership does not entitle the concerned Member to any claim or compensation whatsoever in respect of ITCCK’s funds or property of whatever nature, no matter whether the cessation of membership has arisen from the Member’s resignation or termination by the ITCCK.

Art. 4 - Organization of Board, Board Meeting, Method of Resolution, etc.

4.1 The affairs of the ITCCK shall be managed by a Board consisting of a President, up to two Vice-Presidents, a Treasurer, up to three other Members of the ITCCK elected by a simple majority vote of the Members present at the Annual General Meeting to be held once a year not later than six months from the end of the preceding calendar year, at a place to be determined at the time. The term of office of the Board shall be for two years. The Directors may serve on the Board for a maximum of four consecutive terms and may be eligible to serve again on the Board after one term out of office. Appointing a member of the board for multiple positions within the board is not permitted except under exceptional circumstance.

4.2 The Ambassador of the Italian Republic to the Republic of Korea has a standing invitation to become Honorary President. He/she will be always invited to attend all meetings of the various organs of the ITCCK plus all the Board meetings. He/she will have a consultative but not deliberative vote. The representatives of the Commercial Office of the Embassy of Italy to the Republic of Korea and the ICE Trade Commissioner shall be ex-officio Honorary Members of the ITCCK and of the Board and shall be invited to attend all meetings of the various organs of the ITCCK. At the Board Meetings they shall have a consultative but not deliberative vote. The Board, in consultation with the Embassy of Italy to the Republic of Korea, shall appoint the Secretary General. The Secretary General is designated for a term of two years.

4.3 Board Meetings may be convened by the Vice-presidents.

Any director other than the Vice-presidents may request the Vice-presidents to convene a Board Meeting. Where the Vice-presidents refuse to convene the requested Board Meeting without reasonable cause, other directors may convene the Board Meeting.

In convening a Board Meeting, the date of such meeting shall be fixed and a notice of convocation shall be sent to each director and auditor at least three (3) weeks prior to such date; provided, however, that when there exists consent of all the directors and auditors, a board meeting may be held at any time without undergoing the convocation procedures set forth in the above paragraphs.

4.4 A resolution of the Board Meeting shall be adopted in the presence of a majority of directors in office, as well as by the affirmative votes of a majority of directors who are present at the Meeting. The Board Members may allow all or some of the directors to take part in the adoption of a resolution without presence in person at the meeting by means of a remote communications system that enables all directors' simultaneous transmission and receipt of sounds. In such cases, the relevant directors shall be deemed present at the meeting.

Art. 5 - Duties of office-bearers

The duties of the office-bearers are as follows:

• the President shall act as chairman at all General and Board meetings. He/she shall also represent the ITCCK in its dealings with outside persons;
• the Vice-Presidents shall assist the President and replace him in his absence;
• the Treasurer of the Chamber shall ensure that:
  all money due to the Chamber is collected and received and that all payments authorized by the Chamber are made; and correct books and accounts are kept showing the financial affairs of the Chamber including full details of all receipts and expenditures connected with the activities of the Chamber.
• The Secretary General shall keep:

1. all records of the ITCCK, the minutes of all meetings as well as to maintain an up-date Register of Members at all times;
2. all appointments of office bearers and members of the ITCCK;
3. the names of members of the Board present at the Board meetings or a general meetings; and
4. all proceedings of the ITCCK meetings to manage the general administration of the ITCCK.

The Secretary General is further required to manage the general administration of the ITCCK, implementing the Board's directives. Appointing the Secretary General and the approval of his/her appointment will be required to the Italian authorities. Minutes of proceedings at a meeting shall be signed by the Chairperson of the meeting or by Chairperson of the next succeeding meeting.

• the Board Members shall assist in the general administration of the ITCCK and perform any other duties assigned by the Board.

Each member present at a Board Meeting (including the person presiding at the meeting) is entitled to one (1) vote expressed in person or by proxy; in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

Art. 6 - General Meeting

There shall be two types of “General Meetings”, namely the “Annual General Meeting” and “Extraordinary General Meeting”.

Art. 7 - Purpose, Convocation, Resolution Method of Annual General Meeting

7.1 Annual General Meeting of the ITCCK shall be held every year for the following purposes:

• to receive and, if approved, pass the accounts for the preceding year and the budget for the current one;
• to elect the Members of the Board for the following term;
• to transact any other business.

7.2 When the ITCCK convenes the Annual General Meeting, it shall give an electronic notice to each Member at the address each member has provided to ITCCK. Electronic notices shall state the agenda for the Annual General Meeting: Provided that if such notice has not arrived at the address of a subscribed Member for three (3) consecutive years, the ITCCK may choose not to give such notice to that Member. Written notices shall state the agenda for the Annual General Meeting.

7.3 Resolutions shall be adopted at the Annual General Meeting by affirmative votes of a majority of the voting rights of Members present at the Annual General Meeting and representing at least one-fifth (1/5) of the total number of Members. Each Member shall not be allowed to represent more than the other two (2) Members by written proxy.

Article 8 - The Extraordinary General Meeting ( EGM )

8.1 Extraordinary General Meetings must be convened:

• If the Board so decides, or
• If at least 25 % of the voting full members submit a written application to the Board of Directors stating the reasons, a meeting shall be convened within 6 weeks.

8.2 Resolution of Extraordinary General Meetings shall be adopted by the affirmative votes of at least two thirds (2/3) of the voting rights of the Members present at the Extraordinary General Meetings and of at least one-fifth (1/5) of the total number of Members.

Art. 9 - Annual subscription

Each year the Board will determine upon the annual subscription fee. Annual subscriptions shall be payable within the last day of March of each year. Members not yet up to date with their payment of the annual subscription will not have the right of voting at the Annual General Meeting.

No refund of fees will be given to any Members canceling the membership with the ITCCK during the year. If any annual subscription under the aforesaid provision is due by any Ordinary Member of the ITCCK and remains unpaid after the expiration of a period of three months from the due date for payment the Board may give written notice to such Member to the effect that its membership has been terminated.

The Associate Members will be associated to the ITCCK free of charge.

Art. 10 - Auditor

An external Auditor will annually certify the financial status of the ITCCK. The external Auditor will audit the books, the accounting vouchers, and the annual statement of account of the ITCCK. The Auditor will be designated by the Board Members, upon proposal of the President. The Auditor will make a record of cash in hand and of the amounts available in the ITCCK’s bank accounts as at 31st December and sign it. A written report will be prepared on the audit of the annual statement of accounts. The result of the audit will be announced to the Members at the Annual General Meeting.

Art. 11– Guests

Each Member shall be allowed to bring guests to the meetings; provided that such brought guests shall have neither votes to the meetings nor any consultative actions during the meetings whatsoever.

Art. 12 – Amendments to rules

Alterations or additions/deletions to these rules shall be voted by two-thirds (2/3) majority of the Members present at a general meeting of the ITCCK.

Art. 13 – Dissolution

The ITCCK shall not be dissolved except with the consent of not less than two thirds (2/3) of the Members expressed in person or by proxy at a general meeting convened for this particular purpose.

Seoul, 30 June 2020