Article 1. NAME OF CORPORATION The name of the corporation shall be "Swiss-Korean Business Council", called Council hereinafter. Article 2. OBJECTIVES OF THE COUNCIL 2.1 To provide an opportunity for its members in the Republic of Korea (Korea) to meet, discuss and promote their common interest in commercial, industrial and financial matters. 2.2 To represent in cases of common interest the Swiss-Korean business community in Korea vis-à-vis authori ties and commercial, industrial and financial organizations in Korea and Switzerland. 2.3 To promote, develop and expend trade, commerce and industry between Korea and Switzerland. 2.4 To promote and develop business relations between Korea and Switzerland. 2.5 To provide its present and prospective members, e.g. Swiss companies interested in the Korean Market place and companies interested in the Swiss market place, with information on judicial, legal, financial and personal aspects. 2.6 To liaise and maintain relations with the Swiss Embassy in Korea, the Swiss-Korean Chamber of commerce in Switzerland, as will as other chambers of commerce, trade and industry, their associations and official trade bodies in Korea. 2.7 To initiate and support project teams, which are deemed to be in the interest of the Council and/or the Swiss-Korean business community. 2.8 To explore the possibilities of transforming the Council into a formal chamber of commerce and provide the necessary guidance. Article 3. OFFICE The office of the Council shall be with the company providing the duly elected President of the Council from time to time, unless decided differently by the Board of Directors. Article 4. CORPORATE SEAL The seal of the council shall be in such a form as shall be prescribed by the Directors of the Council. Article 5. MEMBERSHIP 5.1 Eligibility Any corporation, partnership or association with a representative office or local delegate in Korea with a direct and strong affiliation with Switzerland either through capital ownership or business dealings or any Swiss individual, residing in Korea registered with the Swiss Embassy and any corporation, etc. or individual being engaged in regular business activities between Korea and Switzerland. 5.2 Approval of Membership Any corporation of individual, applying for membership may be approved or rejected to the discretion of the BoD. The BoD may prescribe forms for use on application of membership. 5.3 Honorary Membership 5.3.1 The duly appointed Swiss Ambassador to Korea shall be ex officio a honorary member of the Council. 5.3.2 General. Honorary membership may be conferred upon any individual or corporation in recognition of extraordinary or meritorious services to the public or to the Council 5.3.3 Individual. Individual honorary members shall have all the privileges of regular members but shall pay no Dues. 5.3.4 Corporations. Corporate honorary members shall have all the privileges of regular members upon payment Of special dues as fixed by the BoD. 5.3.5 Conferral. Conferral of honorary membership shall require the unanimous vote of all the directors of the Board present at the meeting of the BoD. Honorary membership shall not be conferred unless at least ten days notice in writing is given to all the members of the Board outlining the purpose of the meeting. 5.4 Dues The amount of annual dues and special dues to be paid by members shall be fixed from time to time by the BoD. All dues shall be reckoned from January 1st to December 31st of the same year. 5.5 Categories of Membership There shall be three separate and distinct categories of members in the Council. - corporate members - individual members - honorary members 5.6 Delegate Members Corporate members shall be represented by a duly appointed delegate member and no corporation shall be entitled to have more than one delegate member. A corporation can have more than one member in the Council but only the delegate member has the right to vote on behalf of the corporation. A change in the delegate member of a corporation needs to be reported in writing to the Council. 5.7 Resignation of a Member Any member of the Council, who wishes to cease being a member must do so by means of a written notice of resignation addressed to the Council. 5.8 Suspension and Expulsion The Board of Directors of the Council may according to the following procedures suspend for a certain period or expel permanently, any member who violates the by-laws or rules of the Council or who conducts himself in a manner prejudicial to the interest of the Council. Suspension or expulsion of any member shall require the affirmative cote of at least two-third of the entire Board of Directors on the condition that a 30-day written notice is mailed under registered cover to the member outlining the charges for which suspension or expulsion is contemplated. Such notice shall indicate the time and place where the Board of Directors shall meet to take action on the charges at which time and place the member in question will be entitled to present a defense to the said charges. The Board of Directors may, in cases where the said member defaults to present a defense, or where it is impossible, due to the suspend the said member for a certain period or expel him permanently. Article 6. CHAIRMAN 6.1 Appointment The chairman is appointed by the BoD for a two year term and reappointment is possible. 6.2 Honorary Chairmanship 6.2.1 Honorary Chairmanship may be conferred upon any former Chairman in recognition of extraordinary services to the Council. 6.2.2 Conferral of honorary Chairmanship shall require unanimous vote of all of the directors of the Board present at the meeting of the BoD. Honorary Chairmanship shall not be conferred unless at least ten days notice in writing is given to all members of the Board outlining the purpose of the meeting. Article 7. BOARD OF DIRECTORS 7.1 Composition The Board of directors of the Council is composed of at least five elected members, but shall have not more than seven members. No corporation shall have the right to more than two representative on the Board of the Council. 7.2 Officers The officers of the Council shall be President two Vice Presidents, a Secretary and a Treasurer. The first officers shall be appointed by the promoters of the Council and shall hold office until the first Annual General Meeting following registration when they are eligible for election. 7.3 Term of Office Subject to point 7.9 below the term of office of each Director shall be two years from the date of the annual general meeting at which he/she is elected, but a term shall not expire until a successor assumes office. Reelection is possible. 7.4 Remuneration The Directors shall not receive any stated remuneration for their services, but may be, by resolution of the board of Directors, refunded for special expenses, incurred on behalf of the Council. 7.5 Functions of the Board of directors. The Board shall administer the affairs of the Council in all things regarding the commercial and industrial interest of Korea and Switzerland. 7.6 Quorum Three members of the BoD shall constitute a quorum in case the BoD is composed of five members, four in case the BoD is composed of six or seven members. 7.7 Resignation Any director on the Board may resign by sending a written notice of such resignation to the President of the Council. Such resignation takes effect from the date of receipt. 7.8 Dismissal Any Director on the Board may be dismissed by a vote of at least three quarters of all the members of the board voting at a special meeting after a specific notice has been given to the members of the Board to that effect at least one month prior to the meeting, voting upon such dismissal. 7.9 Vacancy In the case of a vacancy on the board of Directors or of the position of an officer, the Board may, by resolution, fill the vacancy with a person in good standing as a member on the books of the Council but the member so appointed shall hold office only until the next following annual general meeting but shall then eligible for re-election. 7.10 Resolution All decisions of the Board of Directors shall be taken by duly adopted resolutions of the Board of Directors, which resolutions, unless otherwise expressly provided for in these By-Laws, shall be adopted by a majority of the directors with a quorum present. Article 8. ELECTION OF THE BOARD OF DIRECTORS 8.1 Date of Elections Elections to the Board of Directors shall take place at the annual general meeting in any year where the term of office of any member of the Board expires or where a vacancy has occurred among the members of the Board whether or mot such vacancy has been filled under Article 7.9 or these Bu-Laws. Article 9 9.1 Meeting-Council 9.1.1 Annual General Meeting The annual general meeting of the Council shall be held during the month of May in each year and on a Date and at a place to be selected by the Board. 9.1.2. Special General Meeting Special general meeting shall be called by the President or upon the order of the board or upon written requisition addressed to the President and signed by not less than ten members. 9.1.3 Voting at General Meeting All decisions of the Council shall be by resolutions adopted by the affirmative vote of a majority of the delegate members present at a meeting of the Council. 9.1.4 Notice for Meetings Unless otherwise provided, notice of all meeting of the Council shall be given by mailing the notice by fax or ordinary mail to the then last known address of each member. Unless otherwise provided, notice must be given at least ten days before such meeting. Awaiver of notice signed by a member shall constitute a notice for the purposes of this article. 9.2 Meeting-Board of Directors Notice for Meeting : These will be called by the President by giving at least three days notice. Article 10. STANDING COMMITTEES The BoD may nominate any standing committees for purposes of continued interest of the Council. The formation and composition of a standing committee is at the discretion of the BoD. Article 11. SPECIAL COMMITTES The Board of Directors may create any special committees for special purposes, the formation and composition of which shall be at the discretion of the Board of Directors. Article 12. AUDITORS The annual general meeting shall designate up to two auditors from its membership. Article 13. SIGNATURE AND CERTIFICATION OF DOCUMENTS Contracts, documents or any instruments in writing requiring the signature of the Swiss-Korean Business Council, shall be signed by any two of the President, Vise President, Secretary or Treasurer and all contracts, documents and instruments in writing so signed shall en binding upon the Council without any further authorization or formality. The Directors shall have power from time to time by by-laws to appoint an officer or officers on behalf of the Swiss-Korean Business Council either to sign contracts, documents and instruments in writing generally, or to sign specific contracts, documents and instruments in writing. The seal of the Swiss- Korean Business Council when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors. Any by-laws may be amended by a vote of three quarters of the members present at any general meeting of the council unless otherwise provided by these by-laws. Notice of any meeting to amend a by-law must be given at least one month prior to such meeting and must contain the proposed amendment in writing. Article 14. WORKING RELATIONS The Swiss-Korean business Council shall establish a close and permanent working relationship with - Other Swiss Embassy in Korea - Other Chambers of Commerce, Trade and Industry - Official Trade Bodies in Korea - Any other Association in Korea representing relations between Korea and Switzerland. In Korea the Swiss-Korean Chamber of Commerce in Switzerland is represented by the Council. Article 15. FUNDS The debts and liabilities of the Council incurred in the day to day function of the Council shall be satisfied from the assets of the Council and neither the Board of directors of the council nor the members of the SKBC shall incur any personal liability for such debts or obligations. Article 17. DISSOLUTION If at any General meeting of the Council a resolution for the dissolution of the council shall be passed by a majority of the Members present, and such resolution shall, at a special General Meetings held not less than one month thereafter at which not less than half of the Members shall be present, be confirmed by a resolution passed by a majority of three quarters of the Members voting thereon the Board of Directors shall thereupon or at such future date as shall be specified in such resolution proceed to realize the property of the Council and after the discharge of all liabilities shall denate the same to the Korean-Swiss Association. Article 18. These by-laws have been approved by an extraordinary General Meeting of Members which was held on the June 2, 1993.