- General Provisions
1. Name and Legal GroundThe name of the Association is the Asia Guarantee and Credit Insurance Association (the “Association”). The Association has been formed pursuant to the laws and regulations of the Republic of Korea and shall continue to undertake its tasks until it becomes dissolved by the resolution of its General Assembly.
2. PurposeThe Association shall be formed and operated for the following purposes:
- To strengthen the relationships and businesses among Members;
- To collect and provide the information related to the activities of Members;
- To support the adoption and promotion of the guarantee and credit insurance system;
- To research the underwriting methodology of guarantee and credit insurance;
- To foster cooperation among the institutions related to guarantee and credit insurance;
- To provide education and training for improved business cooperation among Members; and
- To promote the development of guarantee industry in Asia, thus making it a good region to live in
- The Association has its seat in Seoul, the Republic of Korea.
- The Association may put in place an office in the areas outside of the Republic of Korea when there is a need to do so.
- ① of which headquarters or 51% stake or greater is located in the Asian region; and
- ② which is an insurer or a reinsurer running or intending to run the guarantee or credit insurance business or a company or an organization intending to run other guarantee or credit insurance-related business
Notwithstanding the provision above, in case an applicant for membership fails to fulfill the relevant criteria, the Association may grant membership to such an applicant exceptionally upon the Executive Committee’s approval.
4.2.TypesThe types of Members are classified into Active Members, Associate Members and Subscribers.
- ① Active Member: An insurer, a reinsurer, an institution sitting under the government, or other company running the guarantee or credit insurance business
- ② Associate Member: An insurer, a reinsurer, an institution sitting under the government, or other company intending to run the guarantee or credit insurance business
- ③ Subscriber: A company or an organization running the business related to guarantee or credit insurance
4.3.RegistrationA company which intends to become a member of the Association shall satisfy Article 4.1 (Eligibility) and obtain consent from at least half of the existing Members.
4.4.Fees (Registration Fee and Annual Membership Fee)The criteria for fees are as follows:
- ① Members shall pay their annual membership fee on an annual basis only. The amount of the annual membership fee, however, may be varied according to the sales value and types of Members;
- ② Members shall pay their annual membership fee on a lump sum basis within 30 days from the date of the Association’s written request for such payment.
5.Obligations of MembersMembers of the Association shall comply with the items stated below.
- Adherence to the Statutes of the Association;
- Payment of the annual membership fee (within 30 days from the date of notice on such payment);
- Active involvement in the General Assembly and various meetings organized by the Association;
- Provision of the materials requested by the Association for the purpose of generating statistical data; and
- Conduct of professional business
- General Assembly
6.Bodies of AssociationThe Association is composed of the bodies stated below:
- General Assembly;
- Executive Committee;
- Executive Office; and
7.1.General RulesAs the highest authority for decision-making, the General Assembly is the deliberative and legislative body with regards to the regulations required for the operation of the Association. In principle, the General Assembly shall be held on an annual basis and convened by the request of at least 3/4 of the Executive Committee Members and Active Members or at least 50% of the Registered Members.
- ① The General Assembly shall be held validly with the presence of at least 1/3 of the Active Members of the Association. Should such a quorum not be reached, the General Assembly shall be held thirty minutes after the time set for the meeting, provided that the number of Active Members present exceeds 10% of the registered Active Members.
- ② Each Active Member shall have the right to one vote.
- ③ Active Members may exercise the voting right on behalf of other Active Members but shall not represent the Members from other countries.
- ④ Associate Members shall have the right to one vote except for the cases stated in Paragraph ⑤ and ⑥ of Article 7.3 (Powers). It is provided, however, that the presence of Associate Members at the General Assembly shall not affect the constitution of the General Assembly.
- ⑤ A resolution on the dissolution of the Association shall be passed by a vote of 3/4 of Active Members, with the exception of decisions taken upon matters provided under Paragraph ⑥ of Article 7.3 (Powers) which shall require a simple majority vote of the Members present.
- ⑥ The President of the Association shall preside over the General Assembly, and the Executive Director shall act as Secretary thereof.
- ⑦ A summary of proceedings of the meeting and the outcomes thereof shall be put on record in a book of minutes of meetings. The minutes of meetings shall be affixed with seals or signatures of the President of the Association, the Executive Director and three Active Members present at the General Assembly. The minutes shall be deemed to take effect on the date such seals or signatures are affixed thereon, and all agreements approved shall be carried out from that date.
7.3.PowersThe General Assembly shall have the following powers:
- ① To set the guidelines for the operation of the Association (To this effect, it may establish, modify or repeal various regulations.);
- ② To appoint and remove the Active Members sitting on the Executive Committee of the Association;
- ③ To manage and supervise the Executive Committee, set a fiscal year and approve the Annual Report and other financial information;
- ④ To designate a place where the General Assembly shall be held;
- ⑤ To amend the Statutes;
- ⑥ To decide that the Association be suspended, dissolved or liquidated (A vote of 3/4 of the registered Active Members shall be needed.); and
- ⑦ To decide on any issue submitted by the Executive Committee
- Executive Committee
8. The Executive Committee
8.1.General RulesThe Executive Committee shall be in charge of the operation and representation of the Association. It shall be held on an annual basis whenever the President or the majority of the Members of the Executive Committee deem(s) it necessary. The Executive Committee shall be exclusively composed of Active Members. A quorum shall be made by simple majority, and resolutions shall be passed by 2/3 of votes of the Members of the Executive Committee present.
If a simple majority as set forth above is not reached, the Executive Committee may validly sit with the presence of 1/3 of its Members 30 minutes after the time set for the meeting.
A summary of proceedings of the meeting and the outcomes thereof shall be put on record in a book of minutes of meetings. The minutes shall be signed by all members who attend the meeting after consultation with the Members of the Executive Committee present thereat. The minutes shall be deemed approved on the date they are signed, and all resolutions shall be carried out from that date.
8.2.Composition of the Executive CommitteeThe Executive Committee shall be elected by the General Assembly upon the proposal of Active Members and shall be composed of three to ten Members. Their term of office will last two years without any restrictions as to reelection. In order to meet the expectations of all Members of the Association, Members of the Executive Committee, in principle, shall be selected on a rota basis. Not more than three Members from one country shall not sit on the Executive Committee at any given time.
The former Presidents of the Association shall be ex officio Presidents Emeriti and Honorary Members of the Executive Committee insofar as they are directors or officers of Member companies. However, their presence as such shall not be taken into account in forming the quorum of the Executive Committee.
8.3.Functions of the Executive Committee
- ① Carrying out the resolutions passed at the General Assembly and complying with the Statutes and internal regulations
- ② Convening the General Assembly
- ③ Admitting new members and taking follow-up actions
- ④ Deciding on the removal of a member which fails to comply with the duties set forth in Article 5 (Obligations of Members)
- ⑤ Approving the operational strategies of the Association and managing the implementation thereof
- ⑥ Submitting to the General Assembly other financial information including the annual report (audit report)
- ⑦ Setting the annual membership fee
- ⑧ Imposing sanctions on members
- ⑨ Defining the criteria for invitations to various meetings including the General Assembly and seminars
- ⑩ Having the rights and powers that may be deemed necessary to operate the Association and dispose of the Association’s capital
- ⑪ Determining the venue for the General Assembly
8.4.Obligations of the Executive Committee
- ① Attending the Executive Committee meetings with both the right of say and the right to vote thereat
- ② Representing the Association in their own right in their own countries
- ③ Executing such assignments and tasks as may be entrusted to them by the Executive Committee
9.The President and Executive DirectorAt the same meeting at which the Executive Committee is convened, the General Assembly shall designate the President of the Association among the former and current directors and officers of Members.
The General Assembly shall designate the Executive Director of the Association, who does not need to be a director or an officer of Members. The Executive Director shall provide assistance for the General Assembly, the Executive Committee and the President of the Association.
In case of temporary absence of the President, he/she shall be replaced by an ad hoc President of the Association as designated by the Executive Committee until a new election is made by the General Assembly. Until an ad hoc President of the Association is appointed, his/her absence shall be covered by the Executive Director.
10.Term of Office and CompensationThe President of the Association and Chairs of the Committees shall be appointed for a two-year term with the possibility of being reelected for the same position for only one more term.
No compensation shall be paid for any position created by these Statutes, except for the Executive Director and the staff working for the Executive Office.
11. Powers (Functions) of the PresidentThe President shall:
- ① Represent the Executive Committee and act as a legal representative of the Association;
- ② Convene and preside over the Executive Committee;
- ③ Manage the Association in a stable manner and contribute to further development of the Association;
- ④ Manage matters related to the operation of the Executive Office such as human resources and service contracts; and
- ⑤ Arbitrate any conflict that may arise between and among Members
12. Executive OfficeThe Executive Office shall be operated by the Executive Director.
The Executive Director shall operate the Executive Office under the management and supervision of the President of the Association and the Executive Committee.
The Executive Director shall take charge of the overall tasks of the Association and shall be a Member Emeritus of all Committees but shall not have the right to vote thereat.
The Executive Director shall:
- ① Assist the President;
- ② Advise and support the Committees and Members of the Association;
- ③ Attend the Executive Committee and other meetings of the Association;
- ④ Implement the operational strategies resolved by the Executive Committee;
- ⑤ Carry out both special and general tasks that may occur in the course of operating Members and the Association;
- ⑥ Maintain amicable relationships with governments and institutions related to the Association; and
- ⑦ Prepare for the General Assembly and other meetings of the Association
13.1.General MattersThe Association shall have the following permanent Committees:
- ① The Guarantee Insurance Committee;
- ② The Credit Insurance Committee;
- ③ The Education Committee; and
- ④ The Audit Committee
The Executive Committee may establish and operate committees, either temporary or permanent, as it deems suitable for the best fulfillment of the purposes of the Association as defined in Article 2 above.
The Head of each Committee shall be designated at the General Assembly upon the Executive Committee’s recommendation.
The Executive Committee and the President of the Association shall be authorized to appoint special commissions to prepare or evaluate certain reports, studies or projects.
The discussions and agreements of each Committee shall be put on record in the minutes of meetings.
13.2.Audit CommitteeThe purpose of the Audit Committee is to audit the following materials and report them to the Executive Committee and the General Assembly.
- ① Balance Sheet;
- ② Profit & Loss Statement; and
- ③ Other documents specifying the Association’s financial position and operational status
13.3.The Organization CommitteeUnless otherwise agreed by the Executive Committee, the organization of a meeting of the Members of the Association, either General Assembly or International Seminar, shall be undertaken by the Organization Committee. The Organization Committee shall be composed of the Members residing in the meeting’s host country, and there shall be a separate Organization Committee set up for each event.
The President of the Organization Committee shall be elected among the local Members wishing to participate and shall act in permanent consultation with the President from the moment of the appointment up to the closing of the meeting.
The President of the Organization Committee shall submit a budget to the President of the Association and, subsequent to the conclusion of the meeting, shall submit the corresponding financial statements and meeting results to the Executive Committee.
The President of the Organization Committee shall have the following rights:
- ① Making all the operating decisions with regards to a meeting within the budget;
- ② Opening and closing a meeting; and
- ③ Inviting the relevant authorities and other related institutions of the host country
14. Official LanguageThe official language of the Association shall be English.