This corporation shall be called "Hyundai Motor Chung Mong-Koo Foundation" (hereinafter referred to as the "Corporation").
Article 2 (Location)
The head office of the Corporation shall be located in Seoul, and branch offices may be established in necessary locations.
Article 3 (Purpose)
The purpose of the Corporation is to contribute to the interests of humanity and society by conducting business in the fields of arts and culture, talent development, healthcare, social welfare, and environmental conservation.
Article 4 (Business)
To achieve the purpose stated in Article 3, the Corporation shall engage in the following businesses.
Construction and operation of regional multi-cultural centers and performance facilities
Welfare support and promotion of arts and culture for socially marginalized groups
Projects for disease eradication and the advancement of healthcare
Support for the establishment of educational institutions and other educational support projects
Support and operation of social projects that are environmentally friendly and can prevent global warming
Execution of entrusted or commissioned projects by the government or local autonomous bodies for the achievement of the objectives stated in items 1 to 5
Article 5 (Revenue-Generating Business)
To secure the necessary funds for the performance of the business activities defined in Article 4 (hereinafter referred to as the "Purpose Business") within a scope that does not contradict its essence, the Corporation may
engage in the following revenue-generating businesses.
Businesses approved by the Board of Directors that align with the purpose of establishment of the foundation
Leases and related real estate businesses owned by the foundation
Other businesses approved by the supervisory authority
Chapter 2 Executives
Article 6 (Composition of Executives)
The corporation shall have the following executives.
Directors: At least five individuals but no more than fifteen individuals, including the chairman and vice chairman
Auditors: At least one individual but no more than three
The executives shall serve in a non-full-time capacity, but full-time executives may be appointed when necessary.
Article 7 (Appointment of Executives)
Executives shall be elected by the board of directors, and their appointment shall be promptly reported to the relevant authorities.
The election of executives when there are fewer than five members must be completed within two months from the occurrence of a vacancy.
The appointment of new executives must be completed prior to the expiration of their term, at least two months in advance.
Article 8 (Dismissal of Executives)
Executives may be dismissed through a resolution of the board of directors when they engage in any of the following acts.
Acts that violate the purpose of the corporation
Disputes among executives, accounting irregularities, or significant improper conduct
Acts that hinder the business of the corporation
Article 9 (Limitations on the Appointment of Executives)
① The following individuals may not become executives of the corporation.
Minors
Persons under limited guardianship or conservatorship
Persons who have been declared bankrupt and not reinstated
② When executives fall under any of the provisions of paragraph 1, they shall automatically be removed from their position. However, any actions they take before their removal shall not lose their effect.
Article 10 (Term of Executives)
The term of directors shall be three years, and the term of auditors shall be two years, with the possibility of reappointment.
Executives whose term has expired shall be deemed to have an extended term until the conclusion of the board of directors meeting held immediately after the expiration of their term.
Article 11 (Duties of Executives)
① The Chairman shall represent the corporation, preside over the board of directors, and handle the affairs of the corporation.
② Directors shall attend the board of directors meetings, make decisions on matters related to the affairs of the corporation, and handle matters delegated by the board of directors or the chairman.
③ Auditors shall perform the following duties.
Audit the financial status of the corporation
Audit the operation of the board of directors and its affairs
If any illegal or improper matters are discovered as a result of the audits in subparagraphs 1 and 2, demand corrective actions from the board of directors and report to the relevant authorities
When necessary for the report mentioned in subparagraph 3, request a convening of the board of directors
Attend board of directors meetings and express opinions
Article 12 (Acting for the Chairman)
In the event of an accident involving the chairman, the vice chairman shall act on behalf of the chairman.
In the case of the removal of the chairman, the vice chairman shall act on behalf of the chairman and promptly follow the procedures for electing a new chairman.
In the event of accidents or removals of both the chairman and vice chairman, a meeting of the attending directors shall be convened, and under the supervision of the eldest director present, a majority vote of the
attending directors shall determine the acting chairman. Promptly follow the procedures for electing a new chairman.
Chapter 3 Board of Directors
Article 13 (Composition of the Board of Directors)
The board of directors consists of directors, including the chairman and vice chairman.
Article 14 (Convening)
The board of directors has both regular meetings and special meetings, and the chairman shall convene them.
Regular meetings shall be convened by the chairman before the start of each fiscal year, and special meetings shall be convened when deemed necessary by the chairman.
The convening of the board of directors shall be notified to each director and auditor in writing, specifying the agenda, date, time, and venue, at least seven days prior to the meeting.
Article 15 (Special Provisions for Convening the Board of Directors)
① When there is a request to convene the board of directors as stated in subparagraph 1 or 2, the chairman shall convene it within 20 days from the date of the demand.
When a majority of attending directors request the convening by stating the purpose of the meeting
When an auditor requests the convening as stipulated in Article 11, Paragraph 3, Subparagraph 4
② When the chairman recognizes the need to convene the board of directors due to urgent matters, the chairman may notify the details as specified in the main clause before the meeting is held and then convene the board of
directors.
Article 16 (Written Resolutions)
The chairman may adopt written resolutions for minor matters or urgent matters to be submitted to the board of directors. In this case, the chairman shall report the results at the next board of directors meeting.
If a majority of attending directors request the discussion of matters resolved in writing under Paragraph 1, the chairman shall comply with the request.
Article 17 (Quorum for Decision)
The board of directors shall pass resolutions with the approval of a majority of attending directors, provided that a majority of directors are present. In the case of a tie, the chairman shall make the decision.
The voting rights of the board of directors cannot be delegated.
Article 18 (Matters to be Deliberated on and Resolved by the Board of Directors)
The board of directors shall deliberate on and resolve the following matters.
Matters related to the appointment and dismissal of executives
Matters related to the dissolution of the corporation
Matters related to amendments to the Articles of Incorporation
Matters related to the borrowing of funds, acquisition or disposition of assets, and asset management
Matters related to the budget and final accounts
Matters related to the business stated in Articles 4 and 5
Matters falling within the authority specified in the Articles of Incorporation
Other matters deemed important for the operation of the corporation by the chairman
Article 19 (Exclusion Grounds for Decision-making of the Board of Directors)
When an executive falls under any of the following subparagraphs, he or she shall not participate in decision-making.
When a matter to be decided regarding the appointment or dismissal of executives concerns the executive
When the matter is related to litigation or the receipt of money or property, and the interests of the executive conflict with those of the corporation
Chapter 4 Assets and Accounting
Article 20 (Classification of Assets)
① The assets of the corporation shall be classified into basic assets and general assets as follows.
② Basic assets refer to assets falling under the following subparagraph 1, while all other assets shall be classified as general assets.
Assets contributed as basic assets at the time of establishment
Assets from the general assets that the board of directors resolves to classify as basic assets
Reserves, including retained earnings
③ The list of basic assets is as provided in the attached "List of Assets."
④ The corporation shall annually prepare and submit the list of basic assets to the relevant authority.
Article 21 (Management of Assets)
When selling, donating, leasing, exchanging, or providing the basic assets specified in Article 20, paragraph 2, the approval of the board of directors is required.
When assuming obligations, waiving rights, or issuing debts, the approval of the board of directors is required.
When it is deemed necessary for the budgeting of the corporation's operations, the purpose of the basic assets may be changed and they may be classified as general assets, subject to the approval of the board of directors.
Upon acquisition through purchase, donation, or other means, the assets shall be promptly included in the corporation's assets.
The maintenance, preservation, and other management of basic assets and general assets shall be governed by the regulations set by the board of directors.
In the event of any changes or adjustments in the list or valuation of basic assets, the revised list shall be promptly updated.
The disposal and changes of basic assets, resulting in amendments to the articles of incorporation, shall follow the procedures specified in Article 37.
Article 22 (Valuation of Assets)
The valuation of all assets of the corporation shall be based on their fair value at the time of acquisition. However, assets that have undergone revaluation shall be valued based on the revalued amount.
Article 23 (Procurement of Funds)
The expenses necessary for the operation and maintenance of the corporation shall be covered by the faults of basic assets, contributions, donations, business income, and other sources of income.
Article 23-2 (Disclosure of Donations)
The annual amount of donations collected and their utilization results shall be disclosed on the foundation's website.
Article 24 (Borrowings)
When the corporation intends to borrow long-term funds for its operational purposes, it shall obtain the approval of the board of directors.
Article 25 (Classification of Accounts)
The corporation's accounting shall be classified into project accounting and income accounting.
In the case of the preceding paragraph, income subject to corporate tax and the corresponding expenses shall be accounted for under income accounting in accordance with the provisions of the Corporate Tax Act.
Other income and expenses shall be accounted for under project accounting. In cases where it is difficult to differentiate between project accounting and income accounting for certain expenses, the allocation shall be made
in accordance with the provisions of relevant laws and regulations on shared expenses for corporate tax purposes.
Article 26 (Accounting Principles)
The corporation's accounting shall accurately record all financial transactions based on the principles of business accounting to assess the business performance and financial position.
Article 27 (Accounting Year)
The corporation's accounting year shall follow the government's fiscal year.
Article 28 (Budgeting)
The income and expenditure budget of the corporation shall be prepared and approved by the board of directors before the start of each fiscal year.
Article 29 (Financial Statements)
The corporation shall prepare financial statements within two months after the end of each fiscal year and obtain the approval of the board of directors.
Article 30 (Surplus Fund)
Unless carried forward for use in the following year, surplus funds from each fiscal year shall be allocated to the basic assets or used for the corporation's project activities with the approval of the board of directors.
Article 31 (Continuing Expenditure)
For projects that require ongoing expenses beyond the fiscal year, the corporation may allocate funds as continuing expenditures in the budget for a specified period to carry out such projects.
Article 32 (Compensation for Executives)
No compensation shall be provided to executives, except for those who are full-time executives dedicated to the operation of the business. However, necessary expenses incurred in the performance of their duties may be
reimbursed.
Article 33 (Prohibition of Property Rental to Executives)
① The corporation's property cannot be rented or provided for use, without adequate consideration, to individuals who fall under any of the following categories.
Founders of the corporation
Executives of the corporation
Individuals who are founders or executives of another corporation and have a family relationship as defined in Article 777 of the Civil Code or a relationship equivalent thereto with the founders or executives of the
corporation
Individuals closely related to the corporation in terms of property
② Even in cases where the individuals mentioned in each item of paragraph 1 do not apply, property cannot be rented or provided for use without adequate consideration if it is deemed unjustifiable in relation to the
corporation's objectives.
Article 34 (Auditing)
The corporation shall conduct financial audits at least once a year.
Chapter 5 Committees
Article 35 (Committee for Social Contributions)
In order to enhance the efficiency of the corporation's activities, a Committee for Social Contributions shall be established, composed of influential individuals from various sectors of society, including academia,
culture, the economy, and law.
The Committee for Social Contributions shall develop specific implementation plans, including for the utilization and management of funds, and execute them with the approval of the board of directors.
Matters regarding the organization, operation, and functions of the Committee for Social Contributions shall be determined by separate regulations.
Chapter 6 Supplementary Provisions
Article 36 (Dissolution of the Corporation)
In the event of the dissolution of the corporation, a resolution shall be passed by a majority vote of two-thirds or more of the attending directors at the board of directors meeting, and the dissolution shall be reported
to the relevant authority. However, dissolution contrary to the intention of the founders is not allowed.
The remaining assets of the corporation upon dissolution shall be donated to a non-profit corporation with a similar purpose, as determined by a resolution of the board of directors.
Article 37 (Amendment of the Articles of Incorporation)
In the event of amending the Articles of Incorporation, a resolution shall be passed by a majority vote of two-thirds or more of the attending directors at the board of directors meeting, and approval from the relevant
authority shall be obtained.
Article 38 (Applicable Laws and Regulations)
Matters not specified in these Articles of Incorporation shall be governed by the provisions of the Civil Code on foundation corporations, rules on the establishment and supervision of non-profit corporations under the
jurisdiction of the Ministry of Culture, Sports and Tourism and the Cultural Heritage Administration, and other relevant laws and regulations.
Article 39 (Implementation Rules)
Additional rules may be established to govern matters necessary for the implementation of these Articles of Incorporation and the operation of the corporation, beyond what is specified in these Articles.
Article 40 (Public Notice)
Matters subject to public notice under law shall be announced through the Korea Economic Newspaper published by the Seoul Metropolitan Government or on the foundation's website for implementation.