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Articles of Association

KIPLA Articles of Association

Chapter 1 General Provisions

Article 1 [Name]

This association shall be called the Korean Intellectual Property Lawyers Association (abbreviated name: KIPLA, hereinafter referred to as the “Association”).

Article 2 [Location]

The Association shall have its headquarters in Seoul Metropolitan City and may establish regional branches as necessary.

Chapter 2 Purpose and Projects

Article 3 [Purpose]

The purpose of the Association is to create a community of lawyers specializing in intellectual property rights, to provide a forum for various discussions, to consolidate the outcomes of such discussions into a unified voice and deliver them to forums for public discourse and issues related to intellectual property rights, and to educate many early-career lawyers interested in intellectual property rights—who will be produced through the law school system—and thereby foster and supply professional lawyers in the field of intellectual property rights to society.

Article 4 [Projects]

The Association shall conduct the following projects to achieve the purpose set forth in Article 3:

  1. Exchanges among lawyers specializing in intellectual property rights;
  2. Research, study, and consultation on theories and practices related to intellectual property rights both domestically and internationally;
  3. Presentation of research results and holding of seminars, etc.;
  4. Issuance of the Association’s journal and related publications;
  5. Cooperation and exchange with related institutions at home and abroad;
  6. Undertaking of research projects or conducting joint research;
  7. Participation in forums for public discourse and issues related to intellectual property rights;
  8. Education and training of early-career lawyers; and
  9. Other projects deemed necessary to achieve the purpose of the Association.

Chapter 3 Members

Article 5 [Composition of Members]

Persons who have an interest in the field of intellectual property law and support the founding purpose of the Association may become members, provided they meet one of the following qualifications:

  • Persons qualified as lawyers in Korea (including those currently on leave);
  • Law firms (provided, the qualifications of law firms as members shall be separately determined by the Board of Directors);
  • Persons qualified as lawyers in foreign countries; or
  • Any other person deemed qualified as a member through deliberation of the Board of Directors.
Article 6 [Admission]

A person who intends to become a member shall submit a prescribed membership application form and obtain approval from the Board of Directors.

Article 7 [Rights and Duties of Members]

Members shall have the following rights and duties:

  1. Members shall have the right to vote, to elect, and to be elected at the General Assembly;
  2. Members may participate in the projects of the Association and receive journals and other publications issued by the Association;
  3. Members shall have the duty to comply with the Articles of Association and resolutions of the Association; and
  4. Members shall attend events hosted by the Association, pay membership fees, and cooperate in the operation of the Association.
Article 8 [Loss and Suspension of Membership]

① A member shall lose their membership in any of the following cases:

  1. Withdrawal;
  2. Death (in the case of a law firm, dissolution); or
  3. Expulsion.

② A member who intends to withdraw shall submit a withdrawal letter to the President. However, any membership fees or other payments already made shall not be refunded.

③ If a member fails to pay the membership fee by the deadline set by the Board of Directors, the member’s rights, including the right to vote and to be elected, shall be suspended. If the overdue fee is paid, the suspended membership rights shall be reinstated on the day following the payment of the outstanding fee.

Article 9 [Rewards and Expulsion of Members]

① A person who has contributed to the development of the Association may be awarded by the resolution of the Board of Directors.
② If a member fails to fulfill their duties as a member or damages the dignity of the Association, the member may be expelled by the resolution of the Board of Directors.

Chapter 4 Officers and Advisors

Article 10 [Composition of Officers]

① The Association shall have the following officers:

  1. President : 1 person
  2. Senior Vice President : 1 person
  3. Vice Presidents : up to 20 people
  4. Directors : between 3 and 60 people (including the President, Senior Vice President, and Vice Presidents)
  5. Auditor : 1 perso

② Officers must not fall under any of the following categories: persons under limited guardianship, adult guardianship, or specific guardianship; persons declared bankrupt; or persons disqualified by a court sentence.
③ The Association may appoint Standing Directors.

Article 11 [Election of Officers]

① The President, Senior Vice President, and Auditor shall be elected at the General Assembly.
② The President, Senior Vice President, and Auditor shall be elected by a majority vote of the members present. If no candidate receives a majority in the first round of voting, a runoff election shall be held between the two candidates with the highest number of votes.
③ Absent special circumstances, the Senior Vice President shall assume the role of the next President according to the procedures set forth in the preceding two paragraphs.
④ Officers other than the Senior Vice President and Auditor shall be appointed by the President.

Article 12 [Dismissal of Officers]

An officer may be dismissed if they commit any of the following acts:

  1. Acts contrary to the purposes of the Association;
  2. Disputes among officers, accounting fraud, or significantly improper conduct; or
  3. Acts that interfere with the operations of the Association.
Article 13 [Term of Office of Officers]

① The term of office of the President shall be two years and non-renewable. The term shall commence on the day following the expiration of the previous President’s term.
② The term of other officers shall be two years and may be renewed. The term shall begin on the day following the expiration of the predecessor’s term.
③ The start of the term shall be calculated based on the date of the regular General Assembly.
④ If an officer is appointed to fill a vacancy, their term shall be the remainder of their predecessor’s unexpired term.

Article 14 [Vacancy of Officers]

① In the event of a vacancy in the office of the President, the Senior Vice President shall act on behalf of the President.
② In the event of a vacancy in the office of the Senior Vice President, a Vice President shall act in order of seniority, and a new Senior Vice President shall be elected at an extraordinary General Assembly within one month.
③ In the event of a vacancy in the positions of Vice President (other than Senior Vice President) or Director, the President shall appoint a replacement.
④ In the event of a vacancy in the office of the Auditor, a new Auditor shall be elected at an extraordinary General Assembly within two months.

Article 15 [Duties of Officers]

① The President shall represent the Association, oversee its affairs, and serve as the chairperson of the General Assembly and the Board of Directors.
② The Senior Vice President and Vice Presidents shall assist the President, attend the Board of Directors, resolve matters related to meeting affairs, and handle duties delegated by the President.
③ Directors shall attend the Board of Directors, resolve matters related to meeting affairs, and handle matters delegated by the Board of Directors or the President.
④ The Auditor shall perform the following duties and may not concurrently serve as a Director:

  1. Audit the financial status and operations of the corporation;
  2. Audit the operation of the Board of Directors;
  3. If any irregularities or improprieties are found in the audits under the foregoing subparagraphs 1 or 2, request corrections at the General Assembly and Board of Directors and report to the competent authority;
  4. Request the convocation of the General Assembly and Board of Directors when necessary for the above purposes; and
  5. State opinions on the financial status and operations of the corporation to the General Assembly, Board of Directors, or President.
Article 16 [Honorary President and Advisors]

① A former President of the Association shall become an Honorary President.
② Advisors shall be appointed by the President with the consent of the Board of Directors and shall advise the President on the affairs of the Association.

Chapter 5 General Assembly

Article 17 [Composition of the General Assembly]

The General Assembly is the highest decision-making body of the Association and shall consist of all members of the Association.

Article 18 [Types and Convocation]

① The General Assembly shall consist of regular and extraordinary meetings, and shall be convened by the President.
② The regular meeting shall be held once a year, and an extraordinary meeting may be convened as deemed necessary.
③ For the convocation of the General Assembly, the President shall notify all members of the agenda, date, time and location of the meeting at least seven days in advance, using appropriate means, such as written notice, pre-registered email, or text message to a mobile phone.

Article 19 [Special Provisions for Convening an Extraordinary General Assembly]

① The President shall convene a General Assembly within 20 days of the occurrence of any of the following events (in the case of subparagraph 5, within the period stipulated in Article 14):

  1. When deemed necessary by the President;
  2. When a resolution is passed by the Board of Directors;
  3. When requested by the Auditor in accordance with Article 15 Paragraph 4 Subparagraph 4;
  4. When at least one-fifth of all registered members request a meeting, stating its purpose; or
  5. In the event of a vacancy in the position of Senior Vice President or Auditor.

② If the person authorized to convene the General Assembly is vacant or unwilling to do so, and no meeting is convened within 7 days from the date of the request for an extraordinary meeting, the General Assembly may be convened with the approval of a majority of the incumbent directors or at least two-thirds of all registered members.
③ The General Assembly convened pursuant to the preceding paragraph shall elect a chairperson under the direction of the oldest attending director.

Article 20 [Resolution of the General Assembly]

The General Assembly shall be validly convened with the attendance of at least one-fifth of all members who are not restricted from exercising voting rights under Article 22, and resolutions shall be adopted by a majority vote of the attending members who are eligible to vote. However, amendments to the Articles of Association shall require the approval of at least two-thirds of such attending members who are eligible to vote.

Article 21 [Matters to be Resolved by the General Assembly]

The General Assembly shall resolve the following matters:

  1. Election and dismissal of the President, Senior Vice President, and Auditor;
  2. Dissolution of the Association and amendment to the Articles of Association;
  3. Disposal and acquisition of basic assets and borrowing of funds;
  4. Approval of budget and settlement of accounts;
  5. Approval of business plans;
  6. Matters submitted by the Board of Directors; and
  7. Other important matters concerning the operation of the Association as submitted by the President.
Article 22 [Restriction of Voting Rights]

A member shall not be entitled to vote in any of the following cases:

  1. When the resolution concerns the election or dismissal of officers involving the member him/herself;
  2. When the matter involves a monetary or property transaction or litigation in which the member’s interests conflict with those of the Association;
  3. When the member has failed to pay the annual membership fee within the designated period for that year (provided, however, that voting rights shall be restored on the day following the payment of the overdue membership fee).

Chapter 6 Board of Directors

Article 23 [Composition of the Board of Directors]

The Board of Directors shall consist of the President, Senior Vice President, Vice Presidents, and Directors.

Article 24 [Convocation of the Board of Directors]

The President may convene the Board of Directors when deemed necessary.

Article 25 [Special Provisions for Convocation of the Board of Directors]

① The President shall convene the Board of Directors within 20 days of the date of a request for convocation if any of the following cases occur:

  1. When at least one-third of all incumbent directors request convocation by presenting the purpose of the meeting; or
  2. When the Auditor requests convocation pursuant to Article 15 Paragraph 4 Subparagraph 4.

② When convening the Board of Directors, the President shall notify each Director of the purpose of the meeting at least 7 days in advance.

Article 26 [Matters for Resolution by the Board of Directors]

The Board of Directors shall deliberate and resolve the following matters:

  1. Agenda items to be submitted to the General Assembly;
  2. Matters concerning the qualifications of members under Article 5;
  3. Dismissal of officers under Article 12;
  4. Approval of business plans, budget, and settlement of accounts;
  5. Disciplinary actions and expulsion of members;
  6. Collection of membership fees and other dues;
  7. Formation, management, and operation of funds;
  8. Important matters concerning the operation of the Association;
  9. Publication of the Association’s journal and other related materials;
  10. Matters delegated by the General Assembly; and
  11. Other important matters requiring resolution.
Article 27 [Resolution by Written or Alternative Means]

① With respect to minor or urgent matters among those to be submitted to the Board of Directors, the President may substitute deliberation with a resolution in writing, via pre-registered email, text message, or other appropriate methods, or by a resolution of the Steering Committee. In such cases, the President shall report the result at the next Board of Directors meeting.
② If a majority of all incumbent directors request that a matter resolved under Paragraph 1 be submitted to the Board of Directors, the President shall comply with the request.

Article 28 [Delegation of Authority of the Board of Directors]

The Board of Directors may delegate to the President the execution of matters related to the ordinary business of the Association or other necessary matters.

Article 29 [Resolution of the Board of Directors]

① The Board of Directors shall be duly convened with the attendance of a majority of all incumbent directors.
② Resolutions shall be passed by a majority vote of the attending directors. In the event of a tie, the chairperson shall decide.
③ A director may delegate their voting rights to a proxy and, in unavoidable circumstances, may delegate them to the chairperson. if a proxy is to attend on behalf of the director, a letter of proxy must be submitted to the chairperson before the opening of the meeting.

Article 30 [Voting Rights of Directors]

A director shall not exercise voting rights in matters where the director’s interests conflict with those of the Association.

Chapter 7 Committees and Secretariat

Article 31 [Committees]

① The President may establish a Steering Committee, by resolution of the Board of Directors, to deliberate and decide on the Association’s routine affairs.
② The Steering Committee shall be chaired by the President and composed of 3 to 5 persons designated by the President from among the Vice Presidents and Directors. The President may appoint a member who is not part of the Steering Committee as a secretary to attend the meetings of the Steering Committee.
③ The Steering Committee shall deliberate and decide on general matters related to the operation of the Association, matters delegated by the Board of Directors or the General Assembly, and matters delegated by the President.
④ In addition to the Steering Committee, the President may, by resolution of the Board of Directors, establish the following committees for the efficient operation of the Association:

  1. Academic Affairs Committee;
  2. Planning Committee;
  3. International (Exchange) Committee;
  4. Policy Committee;
  5. Youth Committee; and
  6. Special Committees (non-standing).

⑤ Matters regarding the operation of each committee in Paragraph 4 may be separately prescribed and implemented.
⑥ Other matters concerning the composition and detailed functions of each committee, including the Steering Committee, shall be prescribed separately.

Article 32 [Divisions]

The President may, by resolution of the Board of Directors, establish the following divisions under the Academic Affairs Committee for the efficient operation of the Association:

  1. Patent Division;
  2. Trademark/Design Division;
  3. Copyright Division;
  4. Trade Secret Division and
  5. Others.
Article 33 [Secretariat]

① A Secretariat shall be established to handle the overall administrative affairs of the Association.
② The Secretariat shall have a Secretary-General and necessary staff, all of whom shall be appointed and dismissed by the President.
③ The Secretary-General, under the direction of the President, shall oversee the general administrative affairs of the Association and supervise and direct the staff of the Secretariat.
④ Matters concerning the establishment and operation of the Secretariat not specified in these Articles of Association shall be determined and implemented by the resolution of the Board of Directors.

Chapter 8 Assets and Accounting

Article 34 [Fiscal Year]

The fiscal year of the Association shall begin on January 1 and end on December 31 of each year. However, for the first year of establishment, it shall begin on the date of establishment and end on December 31.

Article 35 [Assets]

① The Association shall manage its assets with integrity.
② The assets of the Association shall be classified into basic assets and ordinary assets, as follows:

  1. Assets contributed as basic assets at the time of establishment;
  2. Assets acquired through donations or other gratuitous means; provided, however, that assets deemed inappropriate for classification as basic assets in light of the donation purpose may be excluded with the approved of the competent authority;
  3. Assets from ordinary assets designated as basic assets by resolution of the General Assembly or Board of Directors; and
  4. Reserves appropriated from surplus funds.
Article 36 [Financial Resources]

① The finances of the Association shall be funded by the following revenues:

  1. Membership fees and dues;
  2. Donations and sponsorships;
  3. Ordinary assets; and
  4. Support from the Korean Bar Association.
Article 37 [Budget Planning]

The revenue and expenditure budget of the Association shall be formulated by resolution of the Board of Directors and approved by the General Assembly.

Article 38 [Budget Execution]

The President shall have the authority to execute the budget and the business accounting.

Article 39 [Special Accounting]

① The Association may establish special accounts when conducting profit-generating projects or when otherwise necessary.
② Special accounts under the preceding paragraph shall be recorded in the revenue and expenditure budget under Article 37.

Article 40 [Use of Revenue, etc.]

All profits or surpluses arising from special accounts under Article 39 shall be treated as basic or ordinary assets.

Article 41 [Disposition of Surplus]

If a surplus occurs at the end of the fiscal year, all or part thereof shall be incorporated into basic assets or carried over to the following fiscal year by resolution of the Board of Directors.

Article 42 [Settlement of Accounts]

The Association shall prepare a financial settlement statement within three months after the end of each fiscal year and obtain approval from the General Assembly.

Article 43 [Remuneration of Officers]

No remuneration shall be paid to any officer. However, actual expenses necessary for the performance of duties may be reimbursed.

Article 44 [Reporting Obligations]

The business plan and budget for the following fiscal year and the business performance report and income and expenditure settlement statement for the current fiscal year shall be reported to the competent authority within three months after the end of the fiscal year.

Article 45 [Dissolution]

① In the event the Association is to be dissolved due to the achievement or impossibility of achieving its purpose as set forth in Article 3, a resolution shall be passed with the approval of at least two-thirds of all members who are not subject to voting restrictions under Article 22. However, if the dissolution is for the purpose of merging with an organization of the same type, approval of at least two-thirds of attending members eligible to vote shall suffice. If there are no remaining members, the Association shall be dissolved without a resolution of the General Assembly.
② Assets not disposed of through the resolution of dissolution under the preceding Paragraph 1 shall revert to the national treasury.

Article 46 [Applicable Provisions]

Matters not stipulated in these Articles of Association shall be governed by the Civil Code and the provisions concerning public interest corporations in the Act on the Establishment and Operation of Public Interest Corporations. Matters not covered by such laws and regulations shall be determined by the General Assembly or the Board of Directors.

Addenda

Article 1 [Effective Date]

These Articles of Association shall enter into force as of the date of registration of the establishment of the Association.

Article 2 [Enactment of Detailed Rules]

Detailed rules necessary for the enforcement of these Articles of Association shall be determined by the General Assembly following a resolution of the Board of Directors.

Article 3 [Term of the Inaugural Officers]

The term of the inaugural officers under these Articles of Association shall run until the regular General Assembly to be held in February 2017.