Bylaws of the Korean American Association of Greater Philadelphia

KAAGP

Bylaws

Preamble

Ethnic Koreans residing in the city of Philadelphia founded the Korean American Association of Greater Philadelphia (KAAGP), and adopted bylaws within the principle of autonomy and law of democracy. The bylaws are intended to succeed to the Korean nation’s long historical consciousness and values, and the spirit of the March First Independence Movement that has laid the groundwork for modern history of the Republic of Korea.

KAAGP was created in 1970 and has continued to grow over a generation. It is deemed that now is the time to establish a milestone for a new life since ethnic Korean society, once an ethnic minority group, has developed to form an urban Korean-American community. Accordingly, KAAGP shall revise the existing bylaws in line with reality and make full efforts to manage the organization in a way that prepares for the future.

Hence, within the scope of not damaging the existing bylaws, parts that are not used shall be deleted, a new order required in this age shall be introduced, and the existing bylaws shall be redefined to establish new principles and rules for the Korean community.

Chapter 1 General Rules

Article 1 Name

1. KAAGP shall be called The Korean American Association of Greater Philadelphia (hereinafter the “Association”).
2. The Association shall be known as The Korean American Association of Greater Philadelphia in English.

Article 2 Purposes

1. The Association shall be comprised of members with Korean lineage from an area under the jurisdiction thereof, help one another among members, and pursue common interests and improve the status of members. The Association shall also take the lead in cultural exchange between South Korea and the United States, promote living with a sense of responsibility, seek a life with value and abundance, and foster future prosperity.
2. The Association shall establish bylaws to fulfil the above purposes, abide by principles under the bylaws, and pursue its objectives as a representative organization of ethnic Korean society.

Article 3 Jurisdiction

 The Association shall have jurisdiction over the city of Philadelphia and its surrounding area, and a person whose living is based on other states shall be excluded.

Article 4 Office

 The office of the Association shall be located in the area under the jurisdiction thereof.

Chapter 2 Membership

Article 5 Types of Membership

 Membership is divided into full, ordinary and honorary members.

1. A full member shall be 18 years of age or older and a legal resident with Korean lineage in the area under the jurisdiction of the Association who has paid dues for the corresponding year.
2. An ordinary member shall be all Korean Americans who do not satisfy the above clause a.
3. One who participates in the objectives of the Association and has a family relationship with a full or ordinary member shall be recognized as an honorary member by the resolution of the Board of Directors.

Article 6 Rights and Duties of Members

1. Membership Rights
   1. A full member shall have the right to elect and be elected as defined by the Association and shall have the right to make a resolution in the General Assembly.
   2. Ordinary and honorary members shall not have the right to elect and be elected, but may present their opinions in the General Assembly.
2. Membership Duties
   1. A full member must be registered and shall pay dues. (Dues shall be separately specified by the Board of Directors.)
   2. Members shall abide by the bylaws and regulations adopted by the Association.
   3. Members shall help the Association’s business in cooperation with one another within the scope of national law.

Chapter 3 Organization

Article 7 Organization

  The Association is organized into an executive body and a decision-making body, and shall have a Central Committee as a special organization.

Article 8 Executive Body

1. The executive body is structured as follows and detailed matters shall be defined in the separate rules on organization.
   1. President Team
      A President Team shall consist of 1 President, a maximum of 4 Vice Presidents, and 1 Secretary General.
   2. Departments
      Following departments shall be established according to the need of the President, and additional departments may be created if deemed necessary: general affairs, planning and organization, treasury, social service, education, culture and public information, youth guidance, women, and athletics.
   3. Permanent Organizations
      A permanent organization is directly under the Association’s President and is established and managed to perform its own tasks in special areas. A head shall be appointed by the President and approved by the Board of Directors. As for members of each committee, its head and the President shall appoint a maximum of 6-7 people through agreement. Each committee shall establish its own articles of association and keep them in the Association after receiving approval from the board of directors, and shall conduct autonomous management pursuant to the articles of association. Following permanent organizations shall be established, and additional or fewer organizations may be created if deemed necessary.
      1. (1) Association Building Management Committee
      2. (2) Scholarship Committee and Next Generation Steering Committee
      3. (3) Cemetery Management Committee
      4. (4) Culture, Public Information, and Editorial Committee
      5. (5) Senior Citizens’ Welfare Support Committee
      6. (6) Special Committee
   4. Consultant and Advisor
      For the Association’s development, the President may appoint an advisor and a consultant and shall obtain approval from the Board of Directors after appointment.

Article 9 Term of Office

1. A President shall serve for a term of 2 years starting from January 1.

Article 10 Decision-making Body

1. The Association’s decision-making organization is divided into the General Assembly, and the Board of Directors, and a supreme decision-making organ of the Association shall be the General Assembly.

Article 11 General Assembly

  As a supreme decision-making organ, the General Assembly shall consist of regular and extraordinary General Assemblies.

1. Composition and Calling
   1. A regular General Assembly shall be called annually in principle. However, there shall be an exception if deemed inevitable.
   2. An extraordinary General Assembly shall be called by the President after deliberation and decision by the Board of Directors when there is a request from the President Team, a resolution by the Board of Directors or a petition signed by 50 or more of full members.
   3. iii. The calling of the General Assembly shall be proposed and announced 20 days before the meeting.
2. Quorum
   1. 150 or more of full members shall constitute a quorum for the General Assembly.
   2. In case the quorum requirement is not met, adjournment shall be announced and a second calling of the General Assembly shall be announced within one month.
   3. If even the second General Assembly is adjourned, an emergency board meeting shall be convened to decide on the agenda.
3. Matters for Decision
   1. The General Assembly shall discuss and decide on the following agenda.
   2. Decision of important matters such as property rights presented to the Board of Directors
   3. Revision of the bylaws
   4. A vote of no confidence in the President. However, a Chair shall decide on a vote of no confidence in the President in the board meeting.
   5. iv. Other important matters on the management of the Association and its honor that were submitted in writing 7 days before the General Assembly by 5 members or more.

Article 12 Board of Directors

 The Board of Directors meeting shall be divided into a regular, extraordinary and emergency meeting, and shall have the right to discuss and decide on the overall agenda of the Association. The chief director of the board shall serve as a Chair in principle. However, a director with the next highest ranking shall be the Chair in case the position of the chief director is vacant.

1. Composition and Organization
   1. The Board of Directors of the Association shall be comprised of a maximum of 30 directly elected directors in principle.
   2. If the number of directly elected directors falls short, the President and the Central Committee shall have the authority to select and review those with social credibility and fill vacancies by obtaining cooperation from local government heads.
   3. In case a vacancy occurs during the term of office of a director, the vacancy shall be filled within one month.
   4. The Board of Directors shall consist of 1 chief director, a maximum of 2 vice chief directors, 1 director of general affairs, 1 recording secretary, and 2 auditors.
      If necessary, subcommittees may be established and managed.
2. Term of Office
   1. A director of the board of the Association shall serve for 2 years, and shall have a term that does not overlap with that of the President Team.
   2. A director shall serve a term beginning December 15 and ending December 14 two years thereafter.
   3. A director elected to fill a vacancy in the board shall serve the remainder of the term set forth in item ii.
3. Duties
   1. The Board of Directors shall decide on the overall management of the Association’s business.
   2. The board shall deliberate on and approve the business plans of the executive body, and examine and adopt agenda to propose to the General Assembly.
   3. The board shall have the right to discuss and approve the appointment of members of the executive body.
   4. Approval of a recruited director and election of the chief director, vice chief director, and auditor
   5. Administration of the election system
   6. Establishment, review and change of regulations
   7. The board shall abide by other managerial regulations of the Board of Directors.
4. Calling

        A regular meeting of the board shall be called 4 times a year (on a quarterly basis). An extraordinary meeting of the board shall be called on the executive body’ request when a special issue arises during the regular board meeting. An emergency meeting of the board may be called by the executive body or a joint signature of 5 directors or more. However, the calling of a board meeting shall be notified 7 days prior to the meeting and an exception shall be made for an emergency meeting of the board.

5. Quorum for Resolution

        The required quorum for the Board of Directors meeting is a majority of registered members on the roster of the Association and the quorum for resolution shall be stated specifically depending on the weight of agenda under the managerial regulations of the Board of Directors.

6. Election of Chair Team

        An election of a Chair Team shall be conducted as follows, and a director of office work and a recording secretary shall be appointed by the Chair.

   1. Chair: A Chair shall be elected by recommendation from 5 directors of the board. In case there are two or more of candidates, a candidate with the highest number of votes shall be elected. If the numbers of votes obtained are the same, the most senior candidate shall be elected.
   2. Vice Chair: A Vice Chair shall be elected by recommendation from the elected Chair and directors of the board.
   3. Auditor: An auditor shall be elected by recommendation from 3 or more directors of the board.
7. Reasons for Disqualification (Loss of Eligibility)

        In case following reasons occur during a director’s term of office, the director shall be disqualified.

   1. One who fails to pay dues by the end of March for each year of the term.
   2. One who fails to attend the board meeting 3 times or more (A statement of legitimate reasons shall be submitted to notify absence. Legitimate reasons are overseas business trip, travel, and illness, and credentials shall be accepted only twice.
   3. When disciplinary action is decided.

Article 13 Central Committee

1. The Central Committee shall make an internal judgement on the Association based on the separation of three powers under the law of democracy, and shall be convened to take charge of ensuring stable settlement in case a grave situation occurs in the Association.
2. The Central Committee shall be comprised of the former President Team and Chair Team, and shall be limited to those qualified as full members.
3. The Central Committee shall hold a meeting twice or more every year and have the duty to write and keep minutes in the Association.
4. The Central Committee shall be neutral and impartial in overall affairs in principle.
5. The Central Committee must possess qualifications for full membership. In case of loss of full membership, the members of the Central Committee shall be automatically disqualified.

Chapter 4 Election

Article 14 Election of President

1. Methods of election shall be direct and indirect elections, and the first Board of Directors meeting shall decide on the method in the year of election.
2. The method of election shall be reviewed by the Board of Directors based on the request of the executive body and the Central Committee. The board shall announce the method by comprehending the essentials of direct and indirect election specified in the managerial regulations and shall conduct election by forming an election administration committee.
3. Indirect election shall consist of electoral balloting and balloting in which the Board of Directors and the Central Committee are voters.
4. The President shall be elected pursuant to the managerial regulations of the election administration committee 30 days before the end of the term of the sitting president.
5. The schedule for election shall be announced 30 days prior to the election day.

Article 15. Rights to Elect and Be Elected

1. Electorate

      The electorate is limited to full members in case of indirect election and shall include all members in case of direct election.

2. Candidate
   1. A person eligible to run for the President shall be 35 years of age or older and a legal resident for 5 years or more in the area under the jurisdiction of the Association who has obtained full membership for 2 consecutive years or more as of the day of election announcement pursuant to Article 3 of the bylaws of the Association.
   2. A candidate for the President shall have the records of serving for 3 years or more in the organization recognized by the Association and is limited to an individual who served in the executive body, the Board of Directors or the special committee for 3 years or more.
   3. The candidate shall not have any reasons for disqualification (an individual who is charged in a criminal case.)

Article 16 Election of Director

   A director of the board of the Association shall also be elected in the same manner as the President and election shall be conducted pursuant to the managerial regulations of the election administration committee. However, the number of directors shall be limited to 15-30.

Article 17 Term of Office

1. The term of director: The term of office of a director shall be 2 years and shall not coincide with that of the President elected.
2. Detailed management shall be separately prescribed in the managerial regulations for election administration.

Article 18 Winning of Election and Announcement

1. Election results shall be announced immediately after a winner has been determined pursuant to each article of Chapter 4.
2. In case there is a singular candidate for the President, the candidate shall be elected without voting. The election administration committee shall make a final decision and announce the winner 1 week before deliberation.
3. c. Detailed provisions shall be separately defined in the managerial regulations for election administration.

Article 19 Managerial Regulations of Election Administration Committee

1. The managerial regulations of the election administration committee shall be established, considering the fairness and reality of election.
2. Election of the Association shall be divided into direct and indirect elections and shall be chosen and conducted depending on circumstances.
3. The overall matters of election shall be managed according to the managerial regulations of the election administration committee.
4. A revision to regulations shall be proposed by the executive body and the Central Committee, and be reviewed and implemented by the Board of Directors.

Chapter 5 Accounting

Article 20 Finance

1. Finance of the Association shall be governed by the accounting law of a nonprofit organization and be generally disclosed.
2. b. Income shall include dues, donations, subsidies, and so forth. If necessary, profit may be generated by a resolution of the Board of Directors.
3. Finance of the Association shall be subject to business plans. When there is a need for income and expenditure that are not included in business plans, they shall be made possible after additional budget is established, and approved by the Board of Directors.
4. In case of other financial issues, social convention shall prevail.

Article 21 Dues and Board of Directors’ Fees

1. Dues shall be paid by full members and shall be separately specified by the Board of Directors.
2. Fees for the Board of Directors shall be decided by the managerial regulations of the board annually.
3. As for a deposit for election of the President, the remaining balance that deducts election expenses shall be deemed as financial income.
4. The share of dues may be set and managed depending on positions subject to business plans, and fiscal prudence and balance shall be achieved.

Article 22 Donations and Subsidies

1. Income shall include contributions from ethnic Koreans, outside donations, government subsidies, and so forth.
2. Donations and subsidies shall be used for purpose in principle. The types of revenue expenditure and capital expenditure shall be clearly defined, and be approved by the Board of Directors.
3. Special expenditure for the request of donations and subsidies shall be used based on business plans.

Article 23 Report on Settlement of Accounts

1. A report on the settlement of accounts shall be divided into regular and interim reports.
2. A report shall be made on a periodic basis regarding the board’s request for settlement of accounts for the sake of the fairness of business.
3. The auditor’s written opinion shall be attached when reporting the settlement of accounts.

Article 24 Fiscal Year

1. The fiscal year of the Association shall be from January 1 to December 31 every year.
2. Tax filing shall be carried out based on a report on final accounts within a duration set by the Internal Revenue Service for a nonprofit organization.
3. An incoming President team shall be responsible for making an accounting (tax) report following a change in the duties of the President.
    

Chapter 6 Takeover

Article 25. Takeover

1. Takeover of duties shall be divided into takeover of overall duties resulting from the President Team’s retirement and takeover of partial duties resulting from a change in the assignment of important duties.

2. Takeover of duties for the President shall concern overall businesses and be completed 10 days before the next executive body begins its business by forming a transition committee. All evidential documents shall be clearly prepared.
3. Takeover of partial duties resulting from a change in the assignment of duties shall be reported to the President within 7 days from the date of change and shall obtain approval.
4. In case problems arise over the takeover of duties, accountability shall be clarified and reported to the Board of Directors, and after the handover, one who acquires duties shall be held responsible. However, matters that need to be decided by the board over accountability shall be an exception.
5. In case of takeover of duties of President, approval of the Board of Directors shall be obtained to ensure that the predecessor shall be held accountable for the debt incurred by revenue expenditures and make repayment to prevent social problems in the Association.
6. f. Other matters that are not stated in the bylaws shall be governed by general cases of a related organization.

Article 26 Farewell/Inauguration Ceremony

1. For a farewell/inauguration ceremony of the Presidents, the date, place, and responsibility for expenses shall be decided through consultation of the outgoing and incoming Presidents. The members and outside figures shall be invited and the ceremony shall be held as a general event.
2. The President shall make an oath as follows.
   “I pledge to observe the bylaws, fulfill my duties as the one who is in charge of the Association, and work devotedly to improve the rights and interests, and social status of members, and solemnly swear before all members that I shall sincerely perform my duties as the President of the Association.”
3. The new President shall be in office starting from January 1 of the corresponding year.

Chapter 7 Amendment to Bylaws

Article 27 Proposal and Deliberation

1. An amendment to the bylaws may be proposed by the President Team, a resolution of the Board of Directors or a joint signature of 50 members or more.
2. The proposed amendment must be made concrete and feasible by specifying the provision of the bylaws as a reason for deletion, revision or creation.
3. The proposed amendment shall be reviewed by a deliberation committee on amendment of bylaws in the Board of Directors, and then presented to the General Assembly after going through the approval procedure by a resolution of the board.

Article 28 Resolution and Proclamation

1. The amendment approved by the Board of Directors shall be decided in the General Assembly. The General Assembly shall announce a calling of the assembly on the amendment of the bylaws at least 20 days before the designated date.
2. At the time of announcing the calling of the General Assembly, details on the amendment of bylaws shall be notified so that members make prior judgment, thereby ensuring prior awareness and fair judgment
3. The General Assembly shall make a resolution by approval of two thirds or more of the present members.

Chapter 8 Award and Punishment

Article 29 Award

1. The Association shall contribute to improving its status by presenting award and making recommendations for the award of outside organizations.
2. An award of the Association shall be recommended by an individual or an organization, reviewed by the reward/punishment subcommittee, approved by the Board of Directors, and presented in the name of the President.
3. When a person serves as a model to Korean-American society and has made noticeable achievements, the Association may recommend the person to a national or outside authoritative organization by going through the approval procedure of the Association.
4. Internal regulations on award/punishment shall be separately set forth and enforced.

Article 30 Disciplinary Action

1. When the Association suffers from defamation due to the violation of the bylaws and creation of social controversy by the executive body, the decision-making body, and members, it may impose isciplinary action by the resolution of the Board of Directors after going through deliberation of the award/punishment subcommittee.
2. Disciplinary action shall include a warning, dismissal, or civil and criminal liability.

Chapter 9 Dissolution

1. Dissolution may be declared if it is difficult to manage the Association due to irrevocable situations internally and externally.
2. Dissolution shall require approval of two thirds or more of the registered members in the General Assembly after obtaining resolution by the Board of Directors.
3. The Board of Directors and the Central Committee shall decide on a liquidation committee following dissolution.

Supplementary Provisions

Article 1 Interim Measures

1. At the time of enforcement of the bylaws, related parties including the executive body, decision-making body and so forth shall serve until the term of office defined by the bylaws and shall not be contradictory to the bylaws.
2. Various plans proclaimed before the bylaws take effect shall continue to be effective unless there are any violations in the bylaws. Plans that must be abolished shall require a resolution of the Board of Directors in advance.
3. A final amendment to the bylaws shall enable the creation of organizations and organizations not listed in the bylaws shall go through the procedure of abolition.

Article 2 Enforcement Measures

1. With the bylaws taking effect, various managerial regulations shall be amended to ensure that there are no errors in the bylaws.
2. With the bylaws taking effect, legitimate action shall be taken to register the changed parts in the related organization.

Article 3 General Practices

Matters that are not specified in the bylaws shall be governed by general practices.

Article 4 Effective Date

  The bylaws shall take effect immediately after proclamation.

Article 5 History of Amendment to Bylaws
 
Established in 1970 (The President to be directly elected)
First amendment in 1974 (Revised to elect the President indirectly)
Second amendment in October 1983 (Revised to elect the President directly, preamble established, and the system of Board of Directors implemented)
Third amendment in December 1989 (Revised to elect the President indirectly again
Fourth amendment in December 1994 (Revised in a way that the President is elected by the Board of Directors and the Central Committee)

Fifth amendment in December 1996 (Partially complemented and wording modified for context)
Sixth amendment in March 2015 (A draft was drawn up by the committee on amendment of the bylaws and went through a public hearing in May 2011. In 2014, it was remodified, announced in newspapers, and finally revised by accommodating the requests of members.)