CHAPTER 1. GENERAL PROVISIONS

Article 1. (Name of the Institute)
The Institute is the non-profit intergovernmental organization. The official name in English is the Asia Green Resources Institute (AGRI, hereafter as the “Institute”).

Article 2. (Objective and Vision) )
The objective of the Institute is to support developing countries to address resource-related challenges caused by economic growth, urbanization and climate change and contribute to sustainable development.

Article 3. (Headquarter Office)
① Head office of the Institute shall be in Seoul.
② The Institute may establish branch offices, if necessary.
③ The details of the establishment and operation of branches shall follow separate regulations decided by the Board of Executives.

Article 4. (Business Activities)
The Institute shall conduct following activities in order to achieve objectives of the Article 2.
1. Conduct survey and research on resource development, infrastructure development, design, technology development and institutional building of developing countries.
2. Provide policy and technical advisory services on water, energy, environment, city, transportation SOC facilities, economic growth, construction safety and disaster management of developing countries.
3. Implement project, programme and research on issues related to sustainable development of developing countries.
4. Promote and publish best practices, advocacy and knowledge sharing related green resource development.
5. Attend international conference related to green resource development and sustainable development and promote cooperation with international and regional organizations.
6. Conduct education and training programme on green resource development and sustainable development.
7. Carry out outsourced work assigned from the government, government subsidiary organizations and other related organizations.
8. Conduct environmental-related activities and projects related to climate change actions.
9. Carry out other projects and programmes related to objectives of this institute.

CHAPTER 2. MEMBERS

Article 5. (Member Qualifications)
① The members of the Institute shall be those who agree to its objectives written in article 2 and have completed the admission procedure (individuals, organizations).
② People who wish to be a member of the institute should submit a registration form.
③ Details such as membership fee shall follow the separate regulations decided by the Board of Executives.

Article 6. (Type of Member)
Members of the institute shall be classified as regular members, special members and honorary members.

Article 7. (Regular Members)
The Regular Member shall be the individuals who fit the purpose of the institute. Individual member who pays certain amount of fees shall be a lifetime member.

Article 8. (Special Members)
Special members shall be organizations approved by the Board of Executives (such as enterprises, institutes, autonomous organizations, government-invested institutions and public organizations).

Article 9. (Honorary Members)
① Honorary members shall be the following individuals approved by the Board of Executives.
1. Individuals who agree with the objectives of institute and made special contributions to the institute.
2. Individuals who are beneficial to the institute.
② Honorary Members are exempted to pay the annual membership fee.

Article 10. (Admission)
① The status of members shall be created through resolutions of the Board of Executives and become effective when Secretary General registers at the member’s list.
② Qualification as a member is granted when one is registered on the member list after paying admission fee and membership fee.

Article 11. (Membership fee and Business Expenses)
① Member fees are divided into general and special fees subject to accounting laws of Korea.
② General fees (group fees, individual fees) consist of admission fees, annual membership fees and lifetime membership fees, which are used for operation of the Institute.
③ Special fees consist of voluntary contributions, donations and other fees contributed for implementation of projects or events.

Article 12. (Management of Members)
① Details of member management shall be stipulated in separate regulations, which shall be approved by the Board of Executives and the General Assembly.
② The rights as a member of the institute may be suspended or expelled by the President of the Institute through decisions of the Board of Executives, in case of followings:
1. When there is an act of member defaming or discrediting the institute.
2. When there is an act of violation of the Article of Incorporation or general assembly resolution.
3. When a member did not pay the membership fees for more than two years.

Article 13. (Rights and Duties as a Member)
① Members of the Institute may be elected as executives and participate in various domestic and international conferences organized by the Institute. They may also receive various documents and publications and directly participate in the projects and programmes of the Institute. ② Members should perform tasks as a member with fair competition and mutual respect, and maintain sincerity and dignify, and implement assignments stipulated by the Articles.

Article 14. (Deprivation of Qualification and Rights as a member)
① The member shall be disqualified as a member in the case of:
1. Withdrawal from the Institute
2. Death or Disbandment of the Institute
3. Termination
② Those who have withdrawn or been expelled from the Institute loses all rights as a member. They are not eligible to make any claim to the Institution for the fees and other payments that are already paid.

CHAPTER 3. ORGANIZATION AND EXECUTIVES

The organization of the Institute is as below:
1. General Assembly
2. Board of Executives
3. Administration Division
4. Technical Support Division
5. Education and Training Division
6. International Cooperation Division, Public Relations Division, etc
7. Committee may be placed under Technical Support Division and Education and Training Division.

Article 16. (Executives)
The Institute shall have the following executives:
1. President (1 people)
2. Vice Presidents (Within 5 people)
3. Secretary General (1 people)
4. Executives (Within 15 people including the President and the Vice Presidents)
5. Inspectors (Within 2 people)

Article 17. (Appointment and Retirement of the Executives)
① The President, Secretary General and Inspectors shall be approved at the General Assembly with nominations from the Board of Executives,
② Secretary General is recommended by the President and shall be approved by the Board of Executives. Retirement and expulsion of the Secretary General should be approved by the Board of Executives.
③ If an Executive wishes to retire during his term, it should be approved by the Board of Executives.

Article 18. (Expulsion of the Executives)
Executives may be terminated by decision of the Board of Executives in cases of followings:
1. An act violating objectives of the Institute.
2. Arguments, accounting fraud and significant misconduct by Executives,
3. An act hindering the work of the Institute.

Article 19. (Term of Office for Executives)
① The term of Executives shall be three years and be possible to extend.
② In case of vacancy in Executive positions, a successor shall be decided by the Board of Executives and be reported at the next general assembly.
③ The Executive shall continue one’s duties as an executive until the successor takes the office, even after the term expires.

Article 20. (Duty of the Executives)
① The President represents the Institute, supervises the work of the Institute, and serves as the Chairman at the General Assembly and the Board of Executives. ② The Secretary General assists the President and manages the work and projects of the Institute. ③ In case where the President is unable to perform the duties, the Secretary General will act as an Officer in Charge (OIC) on behalf of the President. In the absence of the Secretary General, an Executive designated by the Board of Executives will act on behalf of the Secretary General. ④ Executives should attend the Board of Executives meeting to decide matters related to the work of the Institute, constitute the Board of Executives or the General Assembly and handle matters assigned by the President. ⑤ The Inspector’s duties are: 1. Auditing the property of the Institute. 2. Auditing the management and actions related to the General Assembly and the Board of Executives. 3. Call for a meeting of the General Assembly or the Board of Executives when there are violations of rules and regulations 4. Provide views and opinions related to the property situation and work of the Institute to the General Assembly, Board of Executives and the President.

Article 21. (Appointment of Advisors and Committee Members)
① The Institute may have several Advisors and Committee Members. ② The Committee Members consists of experts at respective areas. ③ The Advisors and Committee Members are appointed by the President with the approval of the Board of Executives.

CHAPTER 4. GENERAL ASSEMBLY

Article 22. (Composition of the General Assembly)
General Assembly is the highest decision-making authority, which are composed of regular members.

Article 23. (Classification and call for the General Assembly)
① The General Assembly is classified as the regular General Assembly and the ad-hoc General Assembly. They shall be convened by the President.
② The regular General Assembly shall be convened a month before the beginning of each financial year. The ad-hoc General Assembly shall be convened by the President, if necessary.
③ The President should inform each members of the Institute the agenda, date, time and venue in documents of the General Assembly seven days prior to the Assembly.
④ The President plays a role of the chairman of the General Assembly. In case where the President is unable to perform his/her duties, the Secretary General will act on behalf of the President as the Chairman.

Article 24. (Exceptional Convene of the General Assembly)
① The President shall call for General Assembly within 20 days in following cases:
1. When a majority of the registered Executives requests the meeting.
2. When more than one-tenth of the registered member requests the meeting.

Article 25. (Agendas of the General Assembly)
① An agenda shall be decided with the conditions of the presence of over one-fifth of members and over half majority of the present members. In case of equal tie votes, the Chairman of the Assembly decides for pass/no pass of agendas.
② Agendas to be discussed at the General Assembly are as follows:
1. Selection and dismiss of the Executives
2. Disbanding the Institute and editing the Articles of Association
3. Disposing and acquiring the principal assets
4. Approving business plans, budgets and accounts
5. Matters proposed by the decisions of the Board of Executives
6. Other important matters that the President and Secretary General acknowledge as necessary

Article 26. (Quorum for Resolution)
The General Assembly shall be opened with the presence of one-tenth or more of the registered members, except for the special cases decided the Articles of Association. General Assembly shall decide with the approval of a majority of the presented members.

Article 27. (Exclusion of Votes)
A member can’t participate in vote in case of followings:
1. When voting on matters concerning people having own interests in the election or dismissal. 2. When interests of member contradicts that of the Institute on the matters such as litigation of money and property.

Article 28. (Written Prohibited Votes)
① Regular members shall not be allowed to attend the vote by signed document.

CHAPTER 5. BOARD OF EXECTUTIVES

Article 29. (Composition of the Board of Executives)
The Board of Executives shall consist of the President, the Vice President(s), the Secretary General and the Executives.

Article 30. (Call for the Board of Executives meeting)
The Board of Executives meeting shall be convened when the President or the Secretary General acknowledge as necessary, or when there is a request by over one-third Executives.

Article 31. (Chairman)
The President plays a role as the Chairman of the Board of Executives. In case where the President is unable to perform his/her duties, the Secretary General will act on behalf of the President.

Article 32. (Matters to be discussed at the Board of Executives)
The Board of Executives shall review and vote on the following matters:
1. Execution of a task
2. Operation of work plan
3. Preparing budget and balance sheet
4. Changing the Articles of Association
5. Managing property and assest
6. Decision making and payment of fees
7. Appointing advisors and committee members, and installation and disbandment of the committee.
8. Matters assigned by the Articles of Association.
9. Other matters presented by the President

Article 33. (Quorum for Resolution)
The Board of Executives meeting shall open with the presence of a majority of the registered Executives. Board of Executives shall decide with the approval of a majority of the Executive Directors present. In case of tie votes, the Chairman decides pass/no pass of an agenda.

Article 34. (Written Voting Prohibited)
Voting via document is not allowed for Board of Directors meeting.