CHAPTER I. General Provisions

Article 1 (Name and Office)

This meeting is called the Korean Academy of Medical Sciences (hereinafter referred to as the “KAMS”), and the office is located at 18 (Umyeon-dong), 7 Gil, Baumoe-ro, Seocho-gu, Seoul, Korea. <Amended on Mar. 26, 2013, Mar. 28, 2017>

Article 2 (Purpose)

The KAMS aims to contribute in the medical development through establishing the foundation for medical research, supporting members’ academic activities, and developing
training and policy to strengthen medical expertise. <Amended on Mar. 26, 2013, Mar. 29, 2016 >

Article 3 (Business)

The KAMS shall implement business in the following items: <Amended on Mar. 29, 2011, Mar. 26, 2013, Mar. 29, 2016>

• 1. Matters related to academic activities, including holding academic conferences, publishing academic journals, creating the foundation for research activities, conducting
  international exchanges, etc.;
• 2. Matters related to research and development of health and medical policies;
• 3. Matters related to evaluating and providing medical information;
• 4. Matters related to training, supporting and exchanging members and medical researchers;
• 5. Matters related to systems on medical education after graduation including training of medical residents, research of systems for residents, and operation of detailed and
  departmental specialty; and
• 6. Other matters required to achieve the KAMS’s goal.

CHAPTER II. Members

Article 4 (Qualification of members, etc.)

• ① The KAMS consists of the following members: <Amended on Mar. 19, 2009, Mar. 29, 2011, Mar. 26, 2013, Mar. 29, 2016>
  • 1. Full member: Full member is a society that agree to the purpose of Article 2 and approved by the Council and the Board of Directors.
  • 2. Associate member: Associate member is a society that submitted the application form, but was not qualified for the full membership after passing the member management
    rules’ evaluation of academic journals and academic activities. However, it is recognized temporarily by the Board of Directors, and that period is for 3 years.
• ② If there is a change in members, the KAMS shall immediately report it to the head of the Korean Medical Association (hereinafter referred to as the “KMS”). <Newly established
  on Jan. 27, 2012, Amended on Mar. 26, 2013>
• ③ Matters related to approval, screening and classification of members are decided separately.

Article 5 (Rights and Obligations)

• ① Members have the rights to participate in various programs and make decisions related to the operation of the KAMS. The rights of members shall be exercised by the member’s representative or a person designated by the members. <Amended on Mar. 26, 2013, Mar. 29, 2016>
• ② Members shall comply with the Articles of Association and decisions made by the KAMS and pay for annual fee and charge, which is decided separately.
  <Amended on Mar. 26, 2013>
• ③ Members shall enact rules based on the KAMS’ articles of association, and the society’s name and amendment of the rules shall be approved by the KAMS’ board of directors.
  However, the matters related to screening the society’s name and amendment of the rules shall be decided separately.
  <Newly established on Mar. 29, 2011, Amended on Mar. 26, 2013>
• ④ Members shall report the matters related to the society’s activities, including holding academic conferences annually, publishing academic journals, budgets, etc., and the matters decided through the resolution of the KAMS’ general assembly. <Newly established on Mar. 26, 2013>

Article 6 (Disciplinary actions on members)

• ① If a member has violated the KAMS’ purpose, or failed to fulfill its obligation stated in Article 5, or did not satisfy the evaluation standards of academic activities, the member may be warned, suspended of qualification, or expelled through the resolution of the board of
  directors. However, the measure of expulsion shall be deliberated by the board of directors and resolved by the council. <Amended on Mar. 26, Mar. 29, 2016>
• ② The resolution of the council regarding expulsion shall be passed by more than half of the registered trustees in attendance and a majority vote of more than two
  thirds of the trustees present. <Newly established on Mar. 29, 2016.>

Chapter III. Executive Directors

Article 7 (Executive directors)

• ① The KAMS shall have the following executive directors: <Newly established on Mar. 26, 2013>
  • 1. One president;
  • 2. Within 5 vice presidents; <Amended on Mar. 29, 2016>
  • 3. Within 30 directors (including president and vice president); and <Amended on Mar. 19, 2009>
  • 4. Two auditors.
• ② Executive directors are selected from one of the persons who joined the member societies. <Newly established on Mar. 29, 2011>

Article 8 (Obligation of executive directors)

• ① The president shall represent the KAMS and oversee affairs of the association. <Amended on Mar. 26, 2013>
• ② The vice president shall assist the president, and be in charge of duties assigned by the president and deputize the president’s position in case of his/her absence.
• ③ The director shall be a member on the board of directors and handle duties in accordance with Article 25. Also, if the president and vice president are both absent at the same
  time, the director decided separately shall deputize the president’s position in the order of the burden of the duties. <Amended on Mar. 19, 2009>
• ④ The auditor shall monitor affairs of the association and report its result to the council.

Article 9 (Term of executive directors)

• ① The terms of executive director shall be for three years.
• ② The base date of the term shall be April 1 of the year when the executive director has been appointed.
• ③ The director who has completed his/her term of office shall continue to conduct the job duties until the successor is appointed.

Article 10 (Election of executive directors)

• ① The president and the auditor are elected by the council, and the vice president and the executive director is recommended by the president and approved by the
  council.
  However, when necessary, it shall be ratified.
• ② The president-elect is elected by the council one year before the re-election, and matters related to recommending the candidate for the presidency are decided
  separately. <Amended on Mar. 29, 2016>

Article 11 (RE-election of executive directors)

• ① If there is a vacancy in the president and auditor’s position, it shall be elected by the council.
• ② If there is a vacancy in the vice president’s position, the president shall make a recommendation and it shall be approved by the council. However, when it is necessary, it shall be ratified, and the term of the executive directors being reelected shall be the remaining period of the predecessor. <Amended on Mar. 19, 2009>

Article 12 (Honorary president)

• ① The KAMS may appoint the honorary president. <Amended on Mar. 26, 2013>
• ② The honorary president shall be one of the board of directors’ recommendation out of the persons who served as the president. The recommendation is made by the board of
  directors and elected as the president. <Amended on Mar. 26, 2013>

Article 13 (Counselor and advisor)

• ① The KAMS may appointed counselor and advisor. <Amended on Mar. 26, 2013>
• ② The counselor and advisor shall be confirmed by president after the board of directors’ approval from those who have made clear contributions to the KAMS and the medical
  world. <Amended on Mar. 26, 2013>
• ③ The term of the counselor and advisor shall be the same as that of the executive directors.
• ④ <Deleted on Mar. 29, 2016>
• ⑤ <Deleted on Mar. 29, 2016>

Chapter IV. Associate Member Organizations

Article 14 (Type of meeting)

The meetings include general assembly, council, board of directors and each committee.

Article 15 (Composition of general assembly)

The general assembly shall consist of full members stipulated in Paragraph 1 of Article 4. <Amended on Mar. 29, 2016>

Article 16 (Convening of general assembly)

• ① general assembly shall convene regular general assembly and extraordinary general assembly.
• ② The regular general assembly shall be convened by the president once every year.
• ③ When it is deemed necessary by the president, the extraordinary general assembly shall be convened by the president when there is more than one third of the members present, or if there is a request by the council.
• ④ The president shall be the chairman of the general assembly.
• ⑤ The president shall notify all members at least 7 days in advance with indication of meeting agenda and only matters that have been notified may be resolved.
  <Newly established on Mar. 29, 2016>

Article 17 (Matters for approval at the general assembly)

The general assembly shall approve on the following matters out of those resolved by the council:

• 1. Matters related to the ratification of executive directors;
• 2. Matters related to the break up of the KAMS; <Amended on Mar. 26, 2013>
• 3. Matters related to the amendment of the articles of association; <Amended on Mar. 19, 2009>
• 4. Matters related to disposal and acquisition of basic property and borrowing of funds;
• 5. Matters related to budget, settlement and business plan;
• 6. Matters related to entrance fee, annual fee and other charges; or <Amended on Mar. 29, 2012>
• 7. Other matters submitted to the council.

Article 18 (Resolution of the general assembly)

• ① The general assembly shall be valid when more than half of the full members present are in attendance, and resolved with a majority vote of more than half of the full members
  present. However, if there is a tie, it shall be considered as being rejected. <Amended on Mar. 29, 2016>
• ② A person in attendance at the general assembly to exercise his/her rights as a member shall report the result of the general assembly to the society. <Amended on Mar. 29, 2016>

Article 19 (Composition of the council)

The council shall compose of members of the attached form 2.

Article 20 (Convening of the council)

• ① The council shall be held as regular council and extraordinary council.
• ② The regular council shall be convened once every year.
• ③ The extraordinary council shall be convened by the president when he/she feels it is necessary, or if there is a request by more than one third of the trustees present or the board of directors.
• ④ The president shall chair the council.

Article 21 (Matters for resolution at the council)

The council shall deliberate and make resolution on the following matters:

• 1. Matters related to budget and settlement;
• 2. Matters related to the amendment of the articles of association;
• 3. Matters related to business plan;
• 4. Matters related to the ratification of members;
• 5. Matters related to election of executive directors and president-elect; <Amended on Mar. 29, 2016>
• 6. Matters related to the entrance fee, annual fee and other charges; <Amended on Mar. 29, 2012>
• 7. Matters related to the expulsion of the member; <Amended on Mar. 29, 2016>
• 8. Matters related to the representatives dispatched to the Korean Medical Association; <Newly established on Mar. 29, 2011>
• 9. Matters related to medical institutions and the KAMS in accordance with Article 28 and Article 52 of the Medical Act; and <Newly established on Mar. 19, 2009>
• 10. Other matters submitted to the board of directors.

Article 22 (Resolution of the council)

• ① The council shall be valid when there is more than half of the registered trustees in attendance with a majority of vote by the trustees present. If there is a tie, it shall
  be considered as being rejected. However, matters related to the amendment of the articles of association, regulations of the presidential candidate recommendation committee, and emergency agenda shall be resolved with a majority vote of more than two thirds of trustees present and more than two thirds of the registered trustees in attendance.
  <Amended on Mar. 29, 2016>
• ② The chairman may present the written resolution for consideration for matters that the board of directors requested out of the items of Article 21. However, matters already
  resolved in writing shall be confirmed at the next council.
• ③ The person who exercised his/her rights as a trustee at the council shall report the result of the meeting to the society one belongs to.
  <Amended on Mar. 29, 2016>

Article 23 (Composition of the board of directors)

• ① The board of directors shall consist of the president, vice presidents and directors. The president shall convene and chair the meeting. However, the president-elect cannot be
  present at the board of directors.
• ② The board of directors shall convene regular board of directors and extraordinary board of directors.
• ③ The regular board of directors shall convene 10 times a year, and the extraordinary board of directors is convened when the chair deems it necessary, or if there is a request by
  more than one third of the directors. <Amended on Mar. 29, 2016>

Article 24 (Resolution of the board of directors)

The board of directors shall be valid with more than half of the registered directors in attendance and voted in favor by more than half of the directors present. If there is a tie, it
shall be considered as invalid. However, disciplinary actions on members and emergency agendas are resolved by a vote of more than two thirds of directors present with more than two thirds of the registered directors in attendance.

Article 25 (Duties of the board of directors and directors)

• ① The board of directors shall be in charge of the following duties: <Deleted Paragraph 2 on Mar. 19, 2009>
  • 1. Matters related to the purpose and business implementation of the KAMS; <Amended on Mar. 26, 2013>
  • 2. Matters delegated by the council;
  • 3. Matters related to revenue and expenditure budget formulation, supplementary budget and settlement;
  • 4. Matters related to the approval on the use of reserve fund;
  • 5. Matters related to the convening and proposal of the council;
  • 6. Matters related to the election of members of committee in accordance with Article 26;
  • 7. Matters related to the operation of the committee in accordance with Article 26;
  • 8. Matters related to general affairs and accounting;
  • 9. Matters related to the amendment of the articles of association and revision and amendment of regulations; <Amended on Mar. 19, 2009>
  • 10. Matters related to disciplinary actions on members; and
  • 11. Other matters related to the operation of KAMS. <Amended on Mar. 26, 2013>
• ② Matters related to the division of the directors’ duties shall be decided separately.

Article 26 (Committee)

• ① The board of directors shall have the following committees, and the term of the members shall be the same as the term of the executive directors.
  • 1. Steering Committee; <Newly established on Mar. 19, 2009>
  • 2. Member Committee; <Amended on Mar. 29, 2016>
  • 3. Scientific Committee;
  • 4. Graduate Medical Education Committee;
  • 5. Specialty Examination Committee;
  • 6. Publication Committee;
  • 7. Future Strategy Committee; and <Amended on Mar. 29, 2016>
  • 8. Public Relation Committee. <Amended on Mar. 29, 2016>
• ② The board of directors may have a special committee.
• ③ The member of each committee is appointed by the president, and the chairperson shall be the director in charge of the applicable
  duties. However, in order to perform the duties, a person who is not a director may be appointed as the chairperson.

Article 27 (Operation of committee)

• ① The committee may be composed and operated separately as an implementation organization to perform its duties smoothly. <Amended on Mar. 29, 2016>
• ② The number of members and the duties in charge for each committee shall be decided separately.

CHAPTER V. Associate Member Organizations

Article 28 (Associate Member Organizations)

• ① The KAMS may have the following Associate member organizations: <Amended on Mar. 26, 2013, Mar. 29, 2016>
  • 1. Korean Association of Basic Medical Scientists;
  • 2. Korean Board of Medical Specialties (KBMS); and
  • 3. Korean Association of Medical Journal Editors (KAMJE).
• ② The composition and operation of the associate member organizations shall be decided separately.

Article 29 (Obligation to report)

• ① The associate Member Organizations shall immediately report to the KAMS if an executive director has been elected. <Amended on Mar. 26, 2013>
• ② The associate Member Organizations shall submit the budgetary document, balance sheet, business plan and minutes within 20 days after the end of the associate Member Organizations to the KAMS. <Amended on Mar. 26, 2013>
• ③ The associate Member Organizations shall promptly handle and report the matters designated or ordered by the KAMS and other accounting matters. <Amended on Mar. 26, 2013>

CHAPTER VI. Property and Accounting

Article 30 (Division of property)

• ① The property of the KAMS shall be divided into basic property and general assembly. <Amended on Mar. 26, 2013>
• ② The basic property shall be real estate or movable assets that appeared when the corporate body was established and property that was transferred as basic property by the
  board of directors. The list is shown in the attached form 3.
• ③ The general assembly shall be property other than basic property.

Article 31 (Management of property)

• ① If the KAMS sell, give, rent or exchange the basic property, or provide security, or change its use, it has to go through the resolution of the general assembly.
  <Amended on Mar. 26, 2013>
• ② The change in basic property shall be applied with Article 41 of the provision on the amendment of the articles of association.

Article 32 (Funds)

The KAMS’ funds shall be covered by the following revenues: <Amended on Mar. 26, 2013>

• 1. Entrance fee;
• 2. Annual fee and charges;
• 3. Subsidies and contributions;
• 4. Neglected funds from basic property; and
• 5. Other revenues.

Article 33 (Fiscal year)

The fiscal year of the KAMS shall be from March 1 to the end of February of the following year. <Amended on Mar. 29, 2012, Mar. 26, 2013>

Article 34 (Budget and settlement)

• ① The budget and business plan of the accounting year shall go through the resolution of the regular council. <Amended on Mar. 29, 2012>
• ② When resolving the revised supplementary budget, it has to be resolved by the council.
• ③ The revenue and expenditure settlement of the fiscal year shall receive an audit before holding the regular council and be voted on at the regular council.
  <Amended on Mar. 29, 2012>

Article 35 (Accounting audit)

The audit shall be conducted more than once a year for accounting. <Amended on Mar. 19, 2009, Mar. 29, 2012.>

Article 36 (Compensation of the executive directors)

The compensation is not paid to the executive directors. However, actual expenses required for fulfilling their duties shall be given.

Article 37 (Loan)

If the corporate body wishes to borrow funds or fulfill the burden other than the budget, it has to receive the resolution of the board of directors.

CHAPTER VII. Office Organization

Article 38 (Office organization)

• ① The KAMS shall set up an office organization to handle business affairs. <Amended on Mar. 26, 2013>
• ② Matters required for the office organization of the KAMS and its operation shall be decided by separate regulations after going through the resolution of the board of directors. <Amended on Mar. 26, 2013>

CHAPTER VII. Supplementary Rules

Article 39 (Break up)

When breaking up the KAMS, it shall be reported to the Minister of Health and Welfare after voting in favor by more than 3/4 of the members present.
<Amended on Mar. 19, 2009, Mar. 29, 2011, Mar. 26, 2013>

Article 40 (Reversion of remaining property)

When breaking up the KAMS, the remaining property shall go through the voting of the general assembly to get the Minister of Health and Welfare’s approval and belong to
a national or local organization, or another non-profit corporate body with similar purpose. <Amended on Mar. 19, 2009, Mar. 29, 2011, Mar. 26, 2013>

Article 41 (Change in the articles of association)

• ① When changing this Articles of Association, more than two thirds of the members present shall be present at the general assembly with more than two thirds in favor.
  <Amended on Mar. 19, 2009, Mar. 29, 2011>
• ② Changes in the articles of association that went through the voting of the general assembly in accordance with Paragraph 1 shall obtain the approval of the Minister of Health and Welfare after being approved by the KAMS. <Newly established Jan. 27, 2012>

Article 42 (Report)

The business plan, budgetary document for the following fiscal year, the business performance and settlement of accounts document for the current fiscal year shall be reported
to the Minister of Health and Welfare and the President of Korean Medical Association within two months after the end of the fiscal year. In such case, the list of property, status of duties and audit result report shall be submitted together. <Amended on Mar. 19, 2009, Mar. 29, 2011>

Article 43 (Provisions applicable mutatis mutandis)

Matters not specified in this Articles of Association shall comply with the rules on the establishment and supervision of non-profit corporate body belonging to the Ministry of
Health and Welfare and its affiliated organization and the rules on corporate body from the civil law. <Amended on Mar. 19, 2009, Mar. 29, 2011>

Article 44 (Enactment of rules)

Matters required for the operation of the KAMS excluding matters specified in this Articles of Association shall be decided as rules after going through the resolution of the board of directors. <Amended on Mar. 26, 2013>

Supplementary Provision

Article 1 (Enforcement date)

This Articles of Association shall come into effect from the date of receiving approval by the Minister of Health and Welfare.

Article 2 (Interim measures)

The act of the initiator for incorporation at the time of enforcing this Articles of Association shall be considered as being in accordance with this Articles of Association.

Article 3 (Signature and sign of the initiator)

This Articles of Association was drawn up to establish the KAMS and all of the initiators below signed and sealed. <Amended on Mar. 26, 2013>

Initiator

• Kim Geon-Sang (Signature)
• Kim Sung-Deok (Signature)
• Namgoong Sung-Eun (Signature)
• Cho Seung-Yeol (Signature)
• Choi Jong-Sang (Signature)
• Son Myung-Se (Signature)