Chapter I General Provisions

• Article 1 (Name)
  This corporation shall be referred to as the "SOS Sharing Society" (hereby referred to as the "the Society").
• Article 2 (Location)
  The office of the Society shall be located at 38-9 Namhyeon 1-gil, Gwanak-gu, Seoul, and branch offices (branches) may be established where necessary.
• Article 3 (Purpose)
  The purpose of this Society is to create a brighter world and an ecosystem in which our neighbors who are socially and economically marginalized can have hope and become self-reliant for the future under Article 32 of the Civil Act and the Rules of Establishment and Supervision of Non-profit Corporations under the Ministry of Health and Welfare.
• Article 4 (Business)
  In order to achieve the purpose of Article 3, this Council shall carry out the following projects:

  • 1. A project to create a foundation for self-reliance through partnerships and sponsorships for low-income and underprivileged people.
  • 2. Emergency crisis support projects for low-income families and underprivileged groups.
  • 3. Other projects necessary for achieving the purpose of the Society.

Chapter II Members

• Article 5 (Qualifications of Members)
  • 1. A member of the Society shall be an individual or organization approved by the Board of Directors after submitting an application for admission and pledging that he or she will act in alignment with the purpose of the Society. However, the founding members of the Society are determined at the initial founder’s meeting.
  • 2. The Society may keep the application form for all applicants at ordinary times
  • 3. Details of membership qualifications, membership fees, etc. shall be determined at the initial founder’s meeting.
• Article 6 (Rights of Members)
  Members of the Society have the right to participate in the operations of the Society through the General Council. Group members may elect one representative and exercise their rights through the representative.
• Article 7 (Obligation of Members)
  Members shall have the following obligations:

  • 1. Compliance with the Articles of Incorporation, rules, and regulations of the Society.
  • 2. Implementation of orders by the General Council and the Board of Directors.
  • 3. Payment of membership fees and contributions
• Article 8 (Withdrawal of Members)
  • 1. A member may withdraw by submitting a withdrawal letter to the Chairman in writing one month before withdrawal.
  • 2. The Society may keep the application of withdrawn members indefinitely.
• Article 9 (Penalty and Punishment of Members)
  • ⑴ A person who has contributed to the development of the Society as a member of the Society may be rewarded through an order from the Board of Directors.
  • ⑵ The Chairman may take disciplinary action, such as expulsion, reprimand, etc., against a member of the Society, if the member performs an act that violates the purpose of the Society, damages his/her honor or that of the Society, or fails to fulfill his/her obligations under Article 7
  • ⑶ Matters concerning rewards and disciplinary action shall be determined on a case-by-case basis.

Chapter III Officers

• Article 10 (Type and number of officers)
  The Board shall have the following officers:

  • 1. One Chairman of the Board of Directors
  • 2. Five directors (including Chairman of the Board of Directiors)
  • 3. Two auditors
• Article 11 (Appointment of Officers)
  • ⑴ Executives shall be elected by the General Council and shall report to a competent authority after completing the registration with a competent court within three weeks of the date of the election.
  • ⑵ The appointment of an executive shall be made within two months from the date of the vacancy.
  • ⑶ The election of a new executive shall be made two months before the end of the previous executive’s term in office.
• Article 12 (Dismissal of Officers)
  When an executive officer has committed any of the following acts, he/she may be dismissed by resolution of the General Council:

  • 1. Acts that violate the purpose of the Society
  • 2. Disputes between executives, accounting irregularities, or severely unfair practices
  • 3. Acts that interfere with the work of the Society
• Article 13 (Reasons for Disqualification of Officers)
  • ⑴ A person who falls under any of the following shall not become an executive officer:
    • 1. a minor
    • 2. An incapable or incompetent guardian
    • 3. A person who has filed for bankruptcy and not yet been reinstated
    • 4. A person whose qualifications have been revoked or suspended by a court or other legal authority
  • ⑵ If an executive falls under any of the articles of paragraph (1), he/she shall lose his/her position as an executive:
• Article 14 (Standing Officers)
  • ⑴ A standing executive officer (director or auditor) may be appointed to be in charge of projects for the purpose of the Society
  • ⑵ Permanent executives shall be selected from the directors and appointed by the Chairman through a resolution by the Board of Directors.
  • ⑶ The division of duties of a standing executive shall be determined by the Chairman.
• Article 15 (Term in Office of Officers)
  • ⑴ The term in office of an executive officer shall be three years, and he/she may be reappointed after that period has finished.
  • ⑵ The term in office of an elected executive shall be the remaining period of his/her predecessor.
• Article 16 (Duties of Officers)
  • ⑴ The Chairman shall represent the Society, preside over the affairs of the Society, and shall be the Chairman of the General Council and the Board of Directors.
  • ⑵ Directors shall attend the Board of Directors’ meetings to resolve matters concerning the affairs of the Society and handle matters delegated by the Board of Directors or the Chairman.
  • ⑶ Auditors perform the following duties:
    • 1. Perform audits of the assets of the Society
    • 2. Audit matters concerning the operation of the General Council and the Board of Directors and their affairs
    • 3. When an audit under subparagraphs 1 and 2 finds something to be unlawful or unjust, an Auditor must file a request to the Board of Directors or the General Council to correct it and then must report it to a competent authority
    • 4. An Auditor must force an assembly of the General Council or the Board of Directors when necessary in order to request and report a correction to be made under subparagraph 3
    • 5. Auditors must state their opinions to the General Council and the Board of Directors or the Chairman of the Board of Directors regarding the properties and business of the Society
• Article 17 (Acting of the President)
  • ⑴ When the Chairman is incapable of performing his or her duties due to accident or unforeseen circumstances, a director designated by the Chairman shall act on behalf of the Chairman.
  • ⑵ When the seat of the Chairman is vacated, a director elected by the Board of Directors shall act on behalf of the Chairman.
  • ⑶ In the case of the situation outlined in Paragraph (2) the Board of Directors shall convene with a majority of incumbent directors, and an acting Chairman shall be elected with the consent of a majority of the attending directors among the oldest of the directors present.
  • ⑷ A director acting on behalf of the Chairman according to the situation in paragraph (2) shall lead the procedures for the election of the Chairman without delay.
• Article 18 (Remuneration for Officers)
  No remuneration shall be paid to executives other than the permanent director in charge of the operations of the project. However, expenses necessary for carrying out the necessary work may be paid.

Chapter IV General Assembly

• Article 19 (Composition of the General Council)
  The General Council shall be the highest voting body of the Society and shall be composed completely of members.
• Article 20 (Division and Convocation)
  • ⑴ The General Council shall be divided into a Regular Council and a Special Council, and shall be convened by the Chairman.
  • ⑵ A regular meeting of the General Council shall be convened once a year in February, and a meeting of the Special Council shall be convened when the Chairman deems it necessary.
  • ⑶ A convening of the General Council shall be notified to each member by SNS, text message, e-mail, fax, written or by telephone, etc. seven days before the commencement of the meeting and shall specify the agenda, date, time, place, etc. of the meeting.
• Article 21 (Special Provisions for Assembly of the General Council)
  • (1)When there is a request for assembly falling under any of the following subparagraphs, the president shall convene a general meeting within 14 days from the date of the request for assembly:
    • 1. When a majority of the incumbent directors present reasons for and request an assembly.
    • 2. When an auditor requests an assembly in accordance with Article 15 (3)
    • 3. When more than one-fifth of registered members present purpose for and request an assembly.
  • ⑵ If it is impossible to convene the General Council for more than seven days due to the abdication or absence of the convocation authority of the General Council, an assembly of the General Council may be convened with a majority of the incumbent directors or at least 1/3 of the registered members.
  • ⑶ The General Council shall elect the Chairman of the Society from the oldest of the attending directors under the provisions of paragraph (2)
• Article 22 (Quorum for a Decision)
  • ⑴ Excepting cases specifically prescribed in the articles of incorporation, the general meeting shall be held with the attendance of a majority of the registered members and resolved with the consent of a majority of the members present.
  • ⑵ The voting rights of members may be delegated to other members attending an assembly of the General Council. In such cases, voting rights may only be delegated from one member with voting rights to one without, and power of attorney shall be submitted to the Speaker before the commencement of the meeting. The number of delegates must be less than the members present.
• Article 23 (Function of the Assembly of the General Council)
  Meetings of the General Council shall resolve the following matters:

  • 1. Matters concerning the election and dismissal of executives
  • 2. Matters concerning the dissolution of the Society or an amendment to the Articles of Incorporation
  • 3. Approval of budget concerns and settlement of accounts
  • 4. Approval of business plans
  • 5. Other important matters and/or matters presented by the Board of Directors
• Article 24 (Grounds for Exclusion from a Resolution by the General Council)
  If a member falls under any of the following subparagraphs, he/she shall not participate in a resolution.

  • 1. Decisions concerning himself/herself in the appointment and dismissal of executives,
  • 2. Matters related to the receipt of money or property, litigation, etc., when such matters could conflict with the interests of the Society.

Chapter V The Society

• Article 25 (Composition of the Board of Directors)
  The Board of Directors shall be composed of a President and directors.
• Article 26 (Division and Assembly)
  • ⑴ The Board of Directors shall be convened by the Chairman when the Chairman deems it necessary.
  • ⑵ A meeting of the Board of Directors shall be convened by the Chairman by specifying the agenda, date, time, place, etc. of the meeting and notifying each director and auditor by SNS, text message, e-mail, fax, written or by telephone no later than seven days before the start of the meeting.
  • ⑶ However, when all the incumbent directors attend and all the attending directors agree, even matters that were not previously specified may be presented for rejection or resolution. However, when all the incumbent directors attend and all the attending directors agree, even matters that were not previously specified may be presented for rejection or resolution.
• Article 27 (Special Provisions for Assembly of the Board of Directors)
  • ⑴ When there is a request for assembly falling under any of the following subparagraphs, the President shall convene a meeting of the Board of Directors within 20 days from the date of the request for assembly:
    • 1. When a majority of the incumbent directors present a purpose for the meeting and request assembly
    • 2. When an auditor requests an assembly in accordance with Article 15 (3)
  • ⑵ If it is impossible for the Board of Directors to convene for more than seven days due to abdication or absence, the Board of Directors may be convened with the consent of a majority of the incumbent directors.
  • ⑶ The Board of Directors under paragraph (2) shall elect a Chairman of the Society from the oldest among the attending directors.
• Article 28 (Written Resolution)
  • ⑴ The President may resolve minor or urgent matters presented to the Board of Directors with a written resolution. In such cases, the Chairman shall report the results to the Board of Directors.
  • ⑵ When a majority of the incumbent directors request that the Board of Directors discuss matters resolved in a written resolution under paragraph (1), the Chairman shall comply with such requests.
• Article 29 (Quorum for Decisions)
  • ⑴ The Board of Directors shall convene with the attendance of a majority of the incumbent directors and matters shall be resolved with the consent of a majority of the present directors.
  • ⑵ The voting rights of the Board of Directors cannot be delegated.
• Article 30 (Matters to be resolved by the Board of Directors)
  The Board of Directors shall discuss and resolve the following matters:

  • 1. Matters concerning the execution of duties
  • 2. Matters concerning the implementation of the business plan
  • 3. Matters concerning the establishment of budgets and settlement of accounts
  • 4. Matters concerning changes to the Articles of Incorporation
  • 5. Matters concerning asset management
  • 6. Preparation of an agenda for assembly of the General Council
  • 7. Matters delegated by the General Council
  • 8. Matters specified under the provisions of the Articles of Incorporation
  • 9. Other matters presented by the Chairman as important for the operation of the Society
• Article 31 (Advisory Members)
  • ⑴ The President may appoint an advisory member through a resolution by the board of directors.
  • ⑵ The advisory committee members may attend meetings of the Board of Directors or executives at the request of the Chairman and may express their opinions on all matters necessary for the operation of the Society, but they do not have voting rights.

Chapter VI Property and Accounting

• Article 32 (Income)
  The income of the Society shall be generated by returns on basic assets, membership fees, donations, and other sources of income.
• Article 33 (Classification of Assets)
  • ⑴ The assets of the Society are classified as basic assets and operating assets as follows.
  • ⑵ The basic assets are real estate or movable assets related to fulfilling the purpose of the Society, the assets contributed at the time of establishment of the Society, and assets designated as basic assets by the Board of Directors, as shown on the list on attached Form 1.
  • ⑶ Operating assets shall be assets other than basic assets.
• Article 34 (Management of Assets)
  • ⑴ When the Society intends to sell, give, lease, exchange, provide as collateral, or change the purpose of an asset, or sacrifice the rights to the asset, it must be resolved by the General Council
  • ⑵ Changes to basic assets shall be accordance with all rules in the Articles of Incorporation
• Article 35 (Assessment of Value of Assets)
  Value evaluations of all assets in the Society shall be based on the market price at the time of acquisition.
• Article 36 (Fiscal Year)
  The fiscal year of the Society shall be in accordance with the fiscal year of the government.
• Article 37 (Budgeting)
  The revenue and expenditure budget of the Society shall be organized within two months of the commencement of each fiscal year and shall be determined with the approval of the General Council through a resolution by the Board of Directors.
• Article 38 (Accounting)
  The Society shall prepare a statement of accounts within two months after the end of each fiscal year and obtain approval from the General Council through a resolution by the Board of Directors.
• Article 39 (Accounting Audits)
  An audit shall be conducted at least once a year.
• Article 40 (Disclosure of Accounts)
  • ⑴ The budget and settlement of accounts of the Society shall be disclosed using a methodology determined by the Board of Directors.
  • ⑵ Total Annual Donations and Donation Utilization Reports shall be disclosed every March on the Society website.
• Article 41 (Business Report)
  The business plan and budget statement for the following year, a performance report and the settlement of accounts for the relevant year shall be reported to a competent authority within two months after the end of the fiscal year. In such cases, a list of assets, status report, and audit results report shall also be submitted.

Capter VI Clerical Department

• Article 42 (Secretariat)
  • ⑴ A secretariat shall be established to handle the affairs of the Society under the direction of the Chairman
  • ⑵ A secretariat shall be established to handle the affairs of the Society under the direction of the Chairman
  • ⑶ The secretary-general shall be appointed and dismissed by the Chairman after a resolution by the Board of Directors.
  • ⑷ Matters concerning the organization and operation of the secretariat shall be determined through a resolution by the Board of Directors.

Chapter VIII Supplementary Provisions

• Article 43 (Dissolution of the Society)
  • ⑴ When the Society intends to dissolve, it shall be dissolved with a resolution made by at least three-quarters of registered members of the General Council, and the dissolution shall be reported to a competent authority.
  • ⑵ The remaining assets at the time of dissolution of the Society belong to the state and local governments, or other non-profit corporations with similar purposes to those of the Society.
• Article 44 (Amendments to the Articles of Incorporation)
  When intending to change the Articles of Incorporation, a resolution must be made by at least two-thirds of the registered members of the General Council and must be approved by a competent authority.
• Article 45 (Enactment of Rules)
  In addition to what is prescribed in these Articles of Incorporation, necessary matters concerning the operation of the Society shall be in accordance with any rules made through a resolution by the Board of Directors.
• Article 46 (Principles of Equality of Benefits)
  Except those in accordance with the purpose of the Society, no additional benefits shall be gained due to the beneficiary's birthplace, Alma Mater, occupation, gender, age, or other social status.

Supplementary Provisions

• Article 1 (Effective Date)
  These Articles of Incorporation shall come into effect from the date on which they have been registered in a legal court and approved by a competent authority.
• Article 2 (Transitional Measures)
  Any acts performed by those involved with the establishment of this Society shall be performed in accordance with these Articles of Incorporation
• Article 3 (Name and Seal of the Founders)
  These Articles of Incorporation have be prepared for the establishment the Society, and all founders shall sign and seal as follows