Established March 5, 2019
Chapter 1 [General Provisions]
Article 1 (Name)
The name of the corporation shall be the ‘Ban Ki-moon Foundation For a Better Future’ (abbreviated name: ‘Ban Ki-Moon Foundation’; hereinafter referred to as ‘Corporation’).
Article 2 (Purpose)
The Corporation is established in accordance with Article 32 of ‘Civil Act’ and Article 4 of the ‘Rules on Establishment and Supervision of Non-profit Organizations under Jurisdiction of the Ministry of Foreign Affairs.’ The purpose of the Corporation is to follow and further develop the achievement and philosophy of Ban Ki-Moon, the 8th Secretary General of United Nations for peace and security, development, and human rights and to contribute to make a better future with no more conflict and deficiency by realizing the values of unification, communication and coexistence, and dedication.
Article 3 (Location of Head Office)
The Corporation shall have its registered head office in Seoul and may establish branches in other domestic or foreign locations, if needed, in the course of performing its purposes.
Article 4 (Business)
In order to fulfill the purpose of the Corporation as mentioned in Article 2 hereof, the Corporation shall engage in the following business activities:
- To carry out and support domestic or foreign affairs to develop and spread the philosophy and vision of Secretary General, Ban Ki-Moon;
- To conduct academic researches and policy proposals for a better future such as concerning sustainable development goals and climate change issues;
- To conduct activities to establish future-oriented values and visions toward youths, women and human rights;
- To collaborate and exchange with multiple international organizations including UN and international non-governmental organizations;
- To cooperate in researches with relevant domestic or foreign academic associations and educational institutions;
- To provide training, promotion and publication in connection with the purpose business in Korea or foreign countries;
- To conduct other activities required for the attainment of the Corporate’s purposes.
Article 5 (Principle of Non-profit)
The purpose business of the Corporation shall be carried out without incurring expenses; provided, however, that any profitable project that imposes actual expenses thereof on beneficiaries shall be went through deliberation and resolution by the Board of Directors.
Article 6 (Principle of Equal Benefits)
The purpose business of the Corporation shall not be carried out discriminatorily without reasonable grounds depending on a beneficiary’s place of birth, school, occupation, gender, age, and other social status except in cases where the purpose thereof is limited for specific circumstances.
Article 7 (Restriction on Political Activities)
The Corporation shall not engage in any political activities such as to advocate, support or object to political parties or selected candidates (including a person who desires to be a candidate) subject to the ‘Act on the Election of Public Officials’ under the name of the Corporation.
Chapter 2 [Properties and Accounting]
Article 8 (Classification of Properties)
① The Corporation shall manage its properties by classifying them into fundamental properties and common properties.
② Fundamental properties are real estates or movable assets in connection with the performance of the purpose business of the Corporation, which shall be the properties invested by an incorporator and determined to be transferred as fundamental properties by a resolution of the Board of Directors; the list and estimated value thereof at time of establishment of the Corporation are as stipulated in <Appendix 1>.
③ Common properties shall be the properties other than fundamental properties.
Article 9 (Management of Properties)
① In order to sell off, grant, exchange, lease or change the usage of the fundamental properties or to provide a collateral, bear obligations or waive any rights, such events shall be passed by the affirmative votes not less than two thirds of the current directors in the Board of Directors.
③ For any possible modification to the fundamental properties, Article 36 hereof on the modification to the Articles of Incorporation shall apply mutatis mutandis.
Article 10 (Financial Resources)
① The Corporation shall have its financial resources from the revenues generated from the fundamental and common properties, profits from profitable project, contributions, donations, any assigned or donated building on land and other earnings.
② Revenues of the Corporation shall be used for the public interest such as in the form of academic, educational and social contribution.
Article 11 (Fiscal Year)
Fiscal year of the Corporation shall follow the government’s fiscal year.
Article 12 (Report of Business)
① One (1) month prior to the commencement of each fiscal year, the Corporation shall prepare documents on the plans and budgets of the business scheduled for the following fiscal year and submit them in competent authorities after going through a resolution of the Board of Directors. The same applies in the case of supplemental budgeting.
② Within two (2) months from the close of each fiscal year, the Corporation shall submit to competent authorities upon a resolution of the Board of Directors the audited business results and statement of accounts. In such a case, a list of properties, working status and an audit report shall be submitted as well.
Article 13 (Disclosure of Contributions)
The Corporation shall disclose annual contributions and details of usage through its website no later than the end of March of the following year.
Article 14 (Surplus)
The Corporation’s account surplus of each fiscal year shall be appropriated for the repayment of loans or be carried forward to the following fiscal year; provided, however, that it may be incorporated into fundamental properties or be used for separate purpose business upon a resolution of the Board of Directors.
Article 15 (Remuneration for Executives)
The Corporation shall not pay any remuneration for executives; provided, however, that remuneration for permanent executives as specified in Article 16 hereof may be paid as provided by decisions of the Board of Directors.
Chapter 3 [Executives]
Article 16 (Types and Numbers of Executives)
The Corporation shall have the following executives:
- One (1) Chairman
- One (1) executive director
- Directors of not less than five (5) and no more than fifteen (15) (including a Chairman and executive director)
- Two (2) or less auditors
Article 17 (Executive Director)
① The Corporation shall have one executive director, and the Chairman may appoint an executive director in order to cause him/her to supervise the business stipulated in Article 4 hereof.
② The executive director shall assist the Chairman and manage any tasks assigned from the Board of Directors or the Chairman in full time in addition to his/her own duties as a director.
③ Detailed description of duties of an executive director shall be determined separately by the Chairman.
Article 18 (Term of Executives)
① Term of directors and auditors shall be three (3) and two (2) years, respectively and each may be permitted to serve consecutive terms; provided, however, that the term of an executive who is appointed in by-election shall be the remaining term of a predecessor.
② In spite of the termination of an executive’s term, the executive shall perform his/her duties until a successor is newly appointed.
Article 19 (Appointment and Dismissal of Executives)
① Directors and auditors are appointed in the Board of Directors one (1) month prior to the termination of terms; provided, however, that the executives at time of establishment shall be elected at a general meeting of incorporators.
② The Chairman shall be appointed by affirmative votes of a majority of the current directors in the Board of Directors, and the executive director shall be appointed among the directors by affirmative votes of a majority of the directors present at a meeting of the Board of the Directors. Term of each shall be his/her tenure as a director.
③ Any executive who wishes to end his/her appointment prior to the termination of terms must submit such a wish to the Board of Directors for its approval. However, this is not applicable in case where the termination of terms is less than two months.
④ In the case where an executive commits any of the following acts, the executive may be dismissed by the affirmative votes of not less than two thirds of the current directors in the Board of Directors:
- Act contrary to the purposes of the Corporation;
- Dispute among executives, financial fraudulent or material illegal act;
- Act of hindering affairs of the Corporation;
- Act of damaging honor or reputation of the Corporation or of defaming its dignity; or
- Non-performance, without due reasons, of the supervisory orders pursuant to ‘Civil Act’ and/or the ‘Rules on Establishment and Supervision of Non-profit Organizations under Jurisdiction of the Ministry of Foreign Affairs’
⑤ In case of vacancy in the place of an executive, a successor shall be appointed by the Board of Directors within two (2) months of such vacancy.
Article 20 (Disqualification of Executives)
① Any person falling under the following subparagraphs may not be an executive of the Corporation:
- Ward or quasi-incompetent under the care of an adult-guardian;
- Bankrupt who is not reinstated; and
- Person who is sentenced to an imprisonment or heavier punishment and the execution thereof is not suspended nor terminated.
② In case of falling under any of the above paragraph ①, the executive shall be disqualified.
Article 21 (Duties of Executives)
① The Chairman represents the Corporation in overall supervision of the affairs of the Corporation and becomes the chairman of the Board of Directors.
② Directors attend the Board of Directors to vote for resolutions on the affairs of the Corporation and handle any matter assigned from the Board of Directors or the chairman.
③ Auditors are in charge of the following duties:
- To audit the affairs and property status of the Corporation
- To audit matters pertaining to the operation and duties of the Board of Directors
- To request any correction or report to competent authorities in the event of detecting any illegality or wrongfulness from the audit mentioned in sub-paragraphs 1 and 2.
- To request convocation of the Board of Directors if needed to call for correction or report as mentioned in sub-paragraph 3.
- To attend the Board of Directors and state an opinion over the operation of the Board of Directors and duties thereon.
Article 22 (Acting Chairman)
① If the Chairman is absent or vacant, the executive director shall act as a proxy. If the Chairman and executive director are simultaneously absent or vacant, the eldest among the directors shall act as a proxy.
② If the Chairman becomes vacant, the acting chairman shall proceed with the process of appointment of the new chairman without delay.
Chapter 4 [Board of Directors]
Article 23 (Composition of the Board of Directors)
The Corporation shall have the Board of Directors as its highest decision-making body which is comprised of the Chairman, executive director and directors.
Article 24 (Convocation of the Board of Directors)
① The Board of Directors are classified into regular meetings and temporary meetings, which are convened by the Chairman.
② A regular Board of Directors is convened one (1) month prior to the commencement of each fiscal year, and a temporary Board of Directors is convened when the Chairman deems necessary or upon written request of not less than one third of the current directors or upon request under joint signatures of the auditors.
③ Convocation of the Board of Directors shall be notified in writing to each director and auditor while specifying agenda, date, venue, etc. no later than seven (7) days from the commencement of the meeting; provided, however, that in the event of urgency or unanimous consent from all directors, the notification may be made through methods other than in writing.
④ If one third and more of the current directors request for convocation by specifying the meeting’s agenda or if the auditors request for convocation under joint signatures, the Chairman shall convene the Board of Directors within twenty (20) days from such time.
⑤ When convening a meeting of the Board of Director, if the person to convene becomes vacant or avoids the convocation, thereby hindering the holding of a meeting, the meeting may be convened upon approvals of a majority of the current directors. In such a case, the Board of Directors shall have a speaker who is the eldest among the directors present at the meeting and be operated by electing a chairman for the meeting.
Article 25 (Resolutions of the Board of Directors)
The Board of Directors deliberates and casts votes for the following matters:
- Modifications to the Articles of Incorporation;
- Establishment, amendment and abolition of general regulations of the Corporation;
- Any matters related to the properties of the Corporation;
- Dissolution of the Corporation and disposition of the residuary properties;
- Appointment of executives and/or appointment and dismissal of a person in charge of business unit;
- Establishment of business plans and any matters related to budgeting and settlement;
- Appointment of a head of facility set up by the Corporation and any matters related to the operation thereof;
- Any matters related to profitable projects;
- Establishment, operation and closure of branches;
- Any activities falling under authority of the Board of Directors pursuant to laws and regulations, the Corporation’s Articles of Incorporation and rules; and
- Other matters brought up by the Chairman deemed important in the course of operating the Corporation;
Article 26 (Quorum for Resolution)
The Board of Directors shall open a meeting when a majority of the current directors are present and adopt a resolution upon affirmative votes of the majority of the directors present at the meeting.
Article 27 (Written Resolution)
① The Chairman may cause any matter that is deemed urgent or of minor importance to be voted for in written form. In such a case, the result shall be reported to the Board of Directors.
② In the event where a majority of the current directors request to submit the written resolution as in the preceding paragraph to the Board of Directors, the Chairman shall follow such request.
Article 28 (Cause of Exclusion for a Resolution of the Board of Directors)
An executive shall not engage in the resolution if he/she falls under any of the following subparagraphs:
- When the executive votes for any matters related to his/her own appointment and dismissal;
- When the interest of the executive and the interest of the Corporation are conflicting in the matters in relation to obtaining money and properties or to litigation.
Article 29 (Minutes of Meetings of Board of Directors)
① Minutes of meetings shall be prepared for the detailed matters of decision-making by the Board of Directors.
② Minutes of meeting shall include progress of decision-making, methods and results, and a chairman and attending directors shall affix their signatures and seals thereto.
③ The Chairman shall keep such minutes in the head office of the Corporation.
Chapter 5 [Organization]
Article 30 (Secretariat)
① The Corporation shall have its secretariat for the performance of its operation, general affairs and purpose business.
② The secretariat shall contain one(1) executive secretary and necessary staff members, and executive secretary shall be appointed by the Chairman upon approval of the Board of Directors.
③ Any regulation required in organizing and operating the secretariat as well as recruitment and remuneration of staff members shall be separately determined by a resolution of the Board of Directors
Article 31 (Honorary Chairman, Advisor)
① The Corporation may name an honorary chairman upon agreement from the Board of Directors.
② The Chairman may name a number of advisors in order to facilitate the business of the Corporation.
Article 32 (Managing Committee)
① The Chairman may name members of the Managing Committee among upstanding leaders of many sectors of the society.
② Members of the Managing Committee may put forward advices on operations of the Corporation and opinions on its main businesses.
Article 33 (Committees and Affiliated Organizations)
① The Corporation may have several committees in order to effectively perform its purpose business.
② The Corporation may have educational institutions and policy research agencies in order to systemically carry out its purpose business.
③ Any matters in relation to the composition and operation of the committees and affiliated organizations shall be separately determined by a resolution of the Board of Directors.
Article 34 (Supporters’ Association)
① The Corporation may have a supporters’ association for fund-raising and management thereof.
② The Chairman may appoint a president of the supporters’ association upon approval of the Board of Directors.
③ Any matters in relation to the composition and operation of the supporters’ association shall be separately determined by a resolution of the Board of Directors.
Chapter 6 [Profitable Projects]
Article 35 (Profitable Projects)
① The Corporation may carry out profitable projects upon a resolution of the Board of Directors if needed in the course of achieving its purpose as in Article 2 and the business activities as in Article 4 hereof.
② In order to manage the profitable projects of the preceding paragraph, the Chairman shall appoint a manager or director for the project divisions by each project type.
Article 36 (Funds Management for Profitable Projects)
Profits from the profitable projects shall be either appropriated for the purpose business of the Corporation or accumulated as specific funds by a resolution of the Board of Directors and shall never be used for other purposes.
Chapter 7 [Addendum]
Article 37 (Modification to Articles of Incorporation)
Any modification hereto shall be made upon the affirmative votes of not less than two thirds of the current directors and get approval from the competent authorities.
Article 38 (Dissolution)
Dissolution of the Corporation shall be made upon the affirmative votes of not less than two thirds of the current directors and be reported to the competent authorities.
Article 39 (Liquidator)
In the event of dissolution of the Corporation, the Chairman shall become an ex officio liquidator.
Article 40 (Declaration of Completion of Liquidation)
After completing liquidation of the Corporation, a liquidator shall register a summary thereof and declare it to the competent authorities.
Article 41 (Attribution of Residuary Properties)
Any residuary property after the dissolution shall be vested in national or local government’s organization or any other non-profit organizations of similar purposes upon a resolution of the Board of Directors and approval from the competent authorities.
Article 42 (Managerial Regulation)
Any matters necessary for the implementation of this Articles of Incorporation shall be separately stipulated upon a resolution of the Board of Directors.
Article 43 (Provisions Applicable Mutatis Mutandis)
For any provisions not regulated herein, the regulations concerning a foundation entity from ‘Civil Act’, ‘Non-contentious Case Procedure Act’, and ‘Rules on Establishment and Supervision of Non-profit Organizations under Jurisdiction of the Ministry of Foreign Affairs’ shall apply mutatis mutandis.
Article 1 (Effective Date)
This Articles of Incorporation shall be effective from the date of approval by the competent authorities.
Article 2 (Transitional Measures)
① Acts of an incorporator during the implementation hereof for the purpose of establishing the Corporation shall be deemed performed by this Articles of Incorporation.
② Fiscal year subject to the year of establishment shall be from the date when establishment is permitted to the last day of the corresponding year.
③ Article 28.1. hereof shall not apply at a general meeting of the incorporators.
Article 3 (Sign and Seal of Founders)
In order to establish the Corporation, this Articles of Incorporation is executed as in <Appendix 2> and are signed and sealed by every founder.