Bylaws

Article 1 (Name) This association shall be called the “hanguk ICT riseutateu hyeophoe ” (hereinafter referred to as the “Association”). The English designation shall be “Korea ICT Re Start Association” (KIRA).

Article 2 (Purpose)The Association, a non-profit organization composed of entrepreneurs and individuals who have experienced startup failures (hereinafter referred to as “rechallenge enterprises”), aims to respond to the Fourth Industrial Revolution. Its purpose is to foster a successful ICT-based startup ecosystem through mutual cooperation, protection of rights and interests, and related policy development among member companies, thereby contributing to the development of its members, the ICT industry, and related sectors.

Article 3 (Location) The main office of the Association shall be located in Seoul. Branches or liaison offices may be established domestically and internationally as necessary.

Article 4 (Business)The Association shall conduct the following ICT-related activities:

1. Support for entrepreneurs and rechallenge enterprises  
2. Policy and institutional improvements to revitalize rechallenge enterprises
3. Government-commissioned projects related to ICT-based technology and business development  
4. Creation of ICT-related jobs in cooperation with member companies and the government  
5. Collaborative projects among member companies, including joint technology development and bulk purchasing of components  
6. Research and studies on the development directions of startups and rechallenge enterprises  
7. Partnerships and joint projects with ICT-related organizations and research institutions
8. Collection and provision of overseas information and support for member companies’ international expansion  
9. Education and promotion activities such as forums and self-reflection programs for prospective and rechallenge entrepreneurs  
10. Auxiliary activities and projects related to the development of the ICT industry for the above-mentioned items

Article 5 (Types and Qualifications of Members)

① The members of the Association shall be Regular Members, Special Members, and Honorary Members.

② Regular Members are representatives or individuals of rechallenge enterprises who agree with the Association’s purpose and have joined the Association.

③ Special Members are corporations or individuals recommended by the Board of Directors.

④ Honorary Members are individuals who have contributed to the development of the Association, as recommended by the Board of Directors.

Article 6 (Membership Enrollment)

① Rechallenge enterprises wishing to join the Association must submit a membership application form in the prescribed format to the Association, which will approve the application based on the Association’s objectives and activities.

② Members of the Association must pay the entrance fee determined by the Board of Directors.

③ The Association will issue membership certificates to approved members.

Article 7 (Membership Register)The Association shall maintain a membership register with the following details:

1. Member’s name and corporate registration number
2. Member’s address
3. Date of member’s registration
4. Other matters determined by the Board of Directors

Article 8 (Membership Fees)

① The Association’s membership fees are divided into regular member fees and special member fees, further classified into entrance fees and annual fees. The annual fees for regular and special members may differ.

② The collection and payment methods for membership fees, as well as other necessary details, shall be determined by the resolution of the Board of Directors, which may establish and implement fee regulations if necessary.

③ If a regular member fails to pay membership fees for more than two consecutive periods without a valid reason as of the general meeting announcement date, the Board of Directors may suspend their voting rights until the overdue fees are fully paid.

Article 9 (Rights of Members)① Regular members of the Association shall have the following rights and equal voting rights in the general meeting:

1. The right to participate in the Association’s activities
2. The right to vote and be elected for the Association’s officers
3. The right to vote on the Association’s business matters

② Special members and honorary members do not have the right to vote, be elected, or vote in the general meeting for officers.

Article 10 (Duties of Members)Members of the Association shall have the following duties:

1. Compliance with the Association’s bylaws, regulations, and resolutions of the general meeting and the Board of Directors
2. Payment of membership fees and other necessary expenses for the Association’s operations as determined by the general meeting
3. Active cooperation in the execution of the Association’s business, including necessary capital contributions
4. Prompt reporting of changes in registration details
5. Adherence to all norms established by the Association

Article 11 (Loss of Membership)

① Members shall lose their membership for the following reasons:

1. Withdrawal
2. Expulsion
3. Death or business closure
4. Bankruptcy declaration

② Members wishing to withdraw must submit a written application in the prescribed format to the Association, which will review and approve it. Entrance and annual fees paid by withdrawing members are non-refundable.

③ Members may be expelled by the resolution of the general meeting or the Board of Directors for the following reasons, and may be held liable for damages if they cause financial loss to the Association:

1. Damaging the Association’s reputation through criminal or other acts, or failing to fulfill obligations
2. Using the Association for personal gain in media or external affairs
3. Acting against the interests of the Association
4. Violating the norms established by the Association

④ Before expelling a member, the Association must notify the member of the intent and reasons for expulsion at least five days prior to the Board’s resolution and provide an opportunity for the member to explain themselves.

Article 12 (Officers)The Association shall have the following officers:

1. President: Up to 2 persons

2.  Vice President: Up to 5 persons

3.  Directors: Up to 20 persons (including the President and Vice Presidents)

4.  Auditors: Up to 2 persons

Article 13 (Election of Officers)

① The Association may have both full-time and part-time officers, who are elected by the general meeting. Full-time officers cannot concurrently hold membership.

② Upon the election of officers, a report shall be made to the head of the competent authority.

③ In the event of a vacancy in the position of President, an extraordinary general meeting shall be convened to elect a successor. For other officer vacancies, the Board of Directors shall elect the replacements.

Article 14 (Qualifications and Disqualifications of Officers)

① The following individuals are eligible to become officers of the Association:

1. Representatives or individual regular members of corporate regular members
2. One executive nominated by a corporate regular member
3. Full-time President or full-time officers elected by the general meeting

② The following individuals are not eligible to become officers of the Association:

1. Persons adjudicated incompetent or quasi-incompetent
2. Persons declared bankrupt
3. Persons sentenced to imprisonment or higher, unless three years have passed since the completion or exemption of the sentence

Article 15 (Term of Office for Officers)

① The term of office for officers shall be three years, and they may be reappointed.

② The term of office for officers elected to fill a vacancy shall be the remaining term of their predecessor.

③ When an officer of a corporation resigns, their successor shall assume the duties.

④ Full-time Presidents and full-time officers shall continue to perform their duties until their successors take office, even if their terms have expired.

Article 16 (Duties of Officers)

① If there are two Presidents, one shall be a non-executive President (a member) and the other an executive President (a non-member), and they must cooperate on tasks.

② The President represents the Association, oversees its operations, chairs general meetings and board meetings, and, if unable to perform duties, the Vice President, in order of seniority, will act in their place. The non-executive President cannot chair the general meeting.

③ The Association may appoint an executive President to oversee the Secretariat’s operations. The executive President is elected by the general meeting upon the Board’s recommendation.

④ Directors attend board meetings, deliberate, and decide on major Association matters, and handle matters delegated by the board and general meeting.

⑤ The duties of the Auditor are as follows:

1. Audit the Association’s assets and operations.
2. Audit the board’s operation.
3. If any irregularities or unjust matters are found in audits, the Auditor shall request corrections in the board and general meeting and report to the head of the competent authority.
4. The Auditor may call a general meeting or board meeting to discuss and present opinions on audit results and required corrections.

⑥ When the President enters into a contract or engages in litigation on behalf of the Association, the Auditor represents the Association.

Article 17 (Compensation of Officers) Non-executive officers shall not receive compensation. However, full-time officers may receive compensation as determined by a resolution of the Board of Directors.

Article 18 (Dismissal of Officers)

① An officer may be dismissed by a resolution of the general meeting, with the attendance of a majority of the total members and the consent of two-thirds of the attending members, if they fall under any of the following conditions:

1. Violation of the bylaws or resolutions of the Board of Directors
2. Causing significant damage to the Association through intent or negligence
3. Other reasons deemed inappropriate for performing the duties of an officer

Article 19 (Honorary President, Advisors, and Advisory Committee Members)

① To further the development of the Association, it may appoint Advisors, an Honorary President, and Advisory Committee Members.

② Advisors, Advisory Committee Members, and the Honorary President shall be appointed by the full-time President following the resolution of the Board of Directors.

③ Advisors, Advisory Committee Members, and the Honorary President shall provide counsel to the President and may attend and speak at various meetings.

Article 20 (Composition of the General Meeting)

① The General Meeting shall consist of regular members, and the President of the Association shall act as the chairperson.

② The General Meeting shall be convened with the attendance of a majority of the regular members, and each member shall have one vote. However, if a regular member is unable to attend, they may delegate their vote in writing or via email, which shall be considered as attendance.

Article 21 (Types and Convening of the General Meeting)

① The General Meeting shall be classified into regular and extraordinary meetings. The regular meeting shall be convened by the President once a year within two months after the beginning of the fiscal year, unless there are special circumstances.

② An extraordinary meeting shall be convened by the President within 30 days under any of the following conditions:

1. When deemed necessary by the President
2. Upon the request of one-third of the Board of Directors
3. Upon the request of two-thirds of the regular members

③ If the President fails to convene an extraordinary meeting within the specified period without a valid reason, an Auditor or an officer authorized by one-half of the regular members may convene the meeting.

④ Notice of the General Meeting shall be given to members and auditors at least seven days prior to the meeting, specifying the purpose, agenda, date, and location. However, in urgent cases, this period may be shortened.

Article 22 (Methods of Resolution at the General Meeting)

① The President shall preside over the General Meeting. If the President is incapacitated, the Vice President shall act as the chairperson.

② The General Meeting shall be validly constituted with the attendance of a majority of the regular members, and resolutions shall be passed by a majority of the attending regular members. In the event of a tie, the motion shall be considered rejected.

③ For particularly important matters, such as the dissolution of the Association or the sale of significant assets, resolutions shall require the attendance of two-thirds of the total regular members and the approval of two-thirds of the attending regular members.

④ Regular members may exercise their voting rights through a proxy. In such cases, the proxy may not represent more than one member and must submit a power of attorney.

Article 23 (Matters for Resolution at the General Meeting) The following matters shall be resolved at the General Meeting:

1. Amendments and approval of the bylaws
2. Election and dismissal of officers
3. Approval of business reports and financial statements
4. Approval of business plans and budgets
5. Matters involving financial burdens on members, such as dues
6. Dissolution of the Association
7. Matters referred to the General Meeting by the Board of Directors
8. Other matters deemed important by the President

Article 24 (Minutes of the General Meeting) Minutes shall be prepared to record the proceedings and outcomes of the General Meeting. These minutes shall be signed by the chairperson and all attending officers.

Article 25 (Board of Directors) The Board of Directors is the executive body responsible for implementing the resolutions of the General Meeting, the Association’s highest decision-making organ.

Article 26 (Composition of the Board of Directors) The Board of Directors shall be composed of officers elected by the General Meeting, with the President serving as the chairperson.

Article 27 (Convening the Board of Directors)

① If the chairperson is incapacitated, the full-time President or the Vice President, in order of seniority, will act as the chairperson.

② The chairperson convenes the Board of Directors in the following cases:

1. Upon a written request by one-third of the directors
2. When deemed necessary by the chairperson

③ The chairperson must notify the officers of the meeting’s purpose, agenda, date, and venue at least seven days in advance. In urgent cases, the chairperson may follow a shortened procedure.

Article 28 (Decision-Making by the Board of Directors)

① The Board of Directors forms a quorum with the attendance of a majority of the directors and resolves matters by a majority vote of those present. In the case of a tie, the motion is considered defeated.

② In cases of urgency or minor matters, decisions can be made in writing or via email and must be reported at the next Board meeting.

③ Directors may delegate their voting rights to a proxy, who must present a power of attorney and cannot represent more than two members.

Article 29 (Matters for Resolution by the Board of Directors) The Board of Directors shall resolve the following matters:

1. Recommendation of new officers
2. Proposals to be submitted to the General Meeting
3. Matters delegated by the General Meeting
4. Acquisition and disposition of assets
5. Determination of membership fees
6. Establishment and dissolution of committees
7. Borrowing of funds, guarantees, issuance of bonds, and assumption of liabilities
8. Significant matters concerning external investments, contributions, and the management of funds and securities
9. Relocation of the main office and establishment of branches
10. Other matters necessary for the operation of the Association

Article 30 (Minutes of the Board of Directors) Minutes shall be prepared to record the proceedings, details, and outcomes of the Board of Directors’ meetings. These minutes must be signed by the chairperson and all attending officers.

Article 31 (Organization)

① To carry out its activities, the Association may establish the following bodies:

1. Secretariat
2. Subcommittees
3. Various research groups and affiliated bodies

② The operational rules for each body mentioned in paragraph 1 shall be determined by the Board of Directors.

Article 32 (Organizational Structure and Staffing) Matters related to the organizational structure and staffing of the Association shall be determined by separate regulations through a resolution of the Board of Directors.

Article 33 (Staff)

① The appointment and dismissal of staff shall be conducted by the full-time President in accordance with prescribed regulations.

② Important matters concerning staff appointment, promotion, remuneration, and service standards shall be determined by separate regulations, subject to the resolution of the Board of Directors.

Article 34 (Assets)

① The financial resources of the Association shall consist of the following:

1. Assets listed in the asset inventory
2. Membership fees
3. Income generated from activities
4. Income generated from assets
5. Other income

② In the event of the Association’s dissolution, the assets mentioned in paragraph 1 shall be disposed of as determined by the General Meeting.

Article 35 (Accounting and Fiscal Year)

① The accounting of the Association shall be divided into general accounting and special accounting.

② The fiscal year of the Association shall follow the fiscal year of the government.

Article 37 (Submission of Business Plan)

① Within one month of the start of each fiscal year, the President shall finalize the business plan and budget for the following year and obtain approval at the regular general meeting within two months of the start of the fiscal year.

② If additional budget expenditures are necessary or a budget shortfall occurs, a supplementary budget shall be prepared and approved by the Board of Directors.

③ The President shall report the approved business plan and budget to the competent authority within two months of the start of each fiscal year, unless there are special circumstances.

④ If major changes to the approved items are necessary, a revised business plan specifying the changes and reasons shall be prepared, approved by the Board of Directors, and reported to the competent authority.

Article 38 (Submission of Financial Statements)

① Within two months after the end of each fiscal year, the President shall prepare the income and expenditure statements and submit them to the competent authority after obtaining approval from the General Meeting.

② The financial statements referred to in paragraph 1 shall include the following documents:

1. Business report
2. Audit report
3. Balance sheet
4. Income statement
5. Other supporting documents that supplement the contents of the financial statements

Article 39 (Disposition of Surplus Funds) Any surplus funds at the end of each fiscal year shall first be used to cover any carried-over losses from the previous year. Any remaining surplus may then be carried forward to the next fiscal year or allocated to a reserve fund.

Article 40 (Restrictions on Disposal of Major Assets) The Association must obtain a resolution from the Board of Directors before selling, transferring, or offering as collateral any of the following assets:

1. Land and buildings
2. Other significant assets designated by the Board of Directors

Article 41 (Amendment of Bylaws)

① Amendments to the bylaws shall follow the procedures outlined in Article 22, Paragraph 3.

② The amended bylaws shall become effective upon approval by the head of the competent authority.

Article 42 (Establishment of Regulations) Matters necessary for the operation of the Association that are not specified in these bylaws may be established by the full-time President through regulations. However, regulations deemed necessary must be approved by the Board of Directors.

Article 43 (Dissolution)

① The dissolution of the Association requires the attendance of two-thirds of the total members and the approval of two-thirds of the attending members at the General Meeting. The result must be reported to the head of the competent authority.

② In the event of dissolution, the disposition of remaining assets or the method of covering losses shall be determined by the General Meeting.

Article 44 (Duty of Confidentiality) Officers and employees of the Association, as well as former officers and employees, shall not disclose or misuse confidential information acquired in the course of their duties.

Article 45 (Application of Laws) Matters not specified in these bylaws shall be governed by the provisions of the Civil Act.

Addendum

（Effective Date）These bylaws shall come into effect upon approval by the General Meeting.

（Reporting and Approval）Other matters requiring permission, approval, or reporting to the competent authority shall follow the regulations on the establishment and supervision of non-profit corporations under the jurisdiction of the Ministry of Science and ICT.

Korea ICT Restart Association