Article 1 Name

This corporation shall be called the non-profit incorporated association “Recording Industry Association of Korea” (hereinafter, the “Association”); its Korean abbreviation is “음산협,” and its English abbreviation is “RIAK.”

Article 2 Location

The principal office of the Association shall be located in Seoul, and branches may be established as necessary.

Article 3 Method of Public Notice

Public notices of the Association shall be made by posting them in the bulletin (including the online bulletin) or on the Association’s website.

Article 4 Purpose

The purpose of the Association is to contribute to the development of the music industry and popular culture by protecting the rights and interests of record producers, promoting exchanges among members, managing neighboring rights under trust, and promoting lawful distribution, thereby facilitating the smooth and fair use of sound recordings.

Article 5 Business

To achieve the purpose set forth in Article 4, the Association shall conduct the following businesses:

• 1. Trust management of neighboring rights for record producers
• 2. Establishment of a transparent distribution environment to vitalize the music market
• 3. Promotion and marketing support for producers’ recordings
• 4. Research and studies for the fostering and development of the music industry
• 5. Activities to expand neighboring rights and protect other interests of record producers
• 6. Education and publicity to raise copyright awareness
• 7. Issuance and management of standard recording identifiers (domestic and overseas)
• 8. Registration agency services for broadcast review
• 9. Statistical surveys and analyses of the Korean music industry
• 10. Commissioned projects from the state, local governments, and music-related organizations
• 11. International exchange projects
• 12. Member welfare projects
• 13. Remedies for infringement of members’ recording (sound source) rights
• 14. Performance projects for the development of the music industry
• 15. Knowledge-based information services for music
• 16. Other projects necessary to achieve the Association’s purposes

Article 6 For-Profit Business

• In addition to the businesses defined in Article 5, the Association may, with the approval of the Minister of Culture, Sports and Tourism, conduct separate for-profit businesses as necessary for its purposes.

Article 7 Disclosure of Management

• With respect to matters related to the businesses under Article 5, the Association may, pursuant to the Copyright Act, disclose management information to the public within the scope and by the methods determined by the Board of Directors, where deemed necessary to provide information to members, users, and the general public.

Article 8 Membership Qualifications

• ① Members of the Association shall be record producers under the Copyright Act or successors to their neighboring rights who have entered into a trust agreement with the Association, agree with its purposes, and have completed the separate membership procedures.
• ② Membership criteria and procedures shall be governed by regulations established by the Board of Directors and shall be reported to the General Assembly of Delegates.

Article 9 Grounds for Disqualification

Any person falling under any of the following subparagraphs shall not be eligible for membership:

• 1. Persons under adult or limited guardianship, or minors
• 2. Foreign nationals who have not been issued an alien registration card or domestic residence report card
• 3. Persons declared missing
• 4. In the case of corporate members, corporations under dissolution, liquidation, or bankruptcy
• 5. Persons within five years of expulsion from the Association
• 6. Persons within three years of withdrawal from the Association

Article 10 Categories of Members

Members of the Association shall be classified as follows:

• ① Full Members: Those who have entered into a trust agreement with the Association and joined as members pursuant to the membership procedures, and who meet the qualifications for full membership under the relevant regulations; classified into corporate members and individual members.
• ② General Members: Those who have entered into a trust agreement with the Association and joined as members pursuant to the membership procedures; classified into corporate members and individual members.
• ③ Special Members: Those who support the purposes of the Association and join with the approval of the Board of Directors due to payment of a special membership fee or comparable merit; classified into corporate members and individual members.

Article 11 Rights of Members

• ① Members have the right to receive royalties for the management of neighboring rights of this Association and the right to inspect documents related to themselves.
• ② Members have the rights stipulated in these Articles of Association
• ③ Special members may attend and speak at the general meeting of members, but have no right to vote, be elected, or vote.
• ④ Unless otherwise provided for in these Articles of Incorporation, the rights of a corporate member shall be exercised by the corporation`s representative director. However, if there are multiple representative directors, the representative director who will exercise the rights must be notified to the Association in advance to exercise the rights.

Article 12 Duties of Members

Members have the following obligations:

• 1. Compliance with the Articles of Association, regulations, and contracts with the Association.
• 2. Compliance with resolutions of the general meeting of members, general meeting of delegates, and board of directors.
• 3. Payment of membership fees and other charges (details shall be subject to separate regulations established by the Board of Directors, but matters concerning the amount of membership fees and other charges shall be decided at the general meeting of delegates)
• 4. Special members must pay special membership fees.

Article 13 Loss of Membership

• ① A member shall lose their membership status for any of the following reasons.
  • 1. Termination of contract, etc.
  • 2. Withdrawal of membership
  • 3. Expulsion
  • 4. Report of death or disappearance
  • 5. Dissolution, liquidation and bankruptcy of a corporation
  • 6. Expiration or loss of neighboring rights
  • 7. Others, those who fall under the disqualification reasons for membership stipulated in Article 9 of the Articles of Incorporation
• ② A person who wishes to withdraw pursuant to the provisions of Article 2 of the preceding paragraph must submit a withdrawal application to the Association.

Article 14 Rewards and Disciplinary Actions for Members

1. ① Members of this Association who have contributed to the development of this Association may be awarded prizes upon resolution of the Board of Directors.
2. ② When a member of this association falls under any of the following, the president shall impose disciplinary action such as expulsion, suspension, or reprimand upon resolution of the board of directors.
   • 1. When the obligations under Article 12 of these Articles of Incorporation are not fulfilled.
   • 2. When an act is committed that damages the reputation or credit of this Association.
   • 3. When a serious risk is caused by interfering with the business of this Association or acting against its interests.
   • 4. When an act contrary to the purpose of establishment of this association is committed.
   • 5. When damage is caused by infringing on the neighboring rights of another member.
   • 6. When a sentence of imprisonment or heavier punishment is confirmed in relation to the work of this Association.
3. ③ The manner and procedure of disciplinary action shall be governed by separate regulations established by the Board of Directors.

Article 15 Register of Members

• ① The Association shall prepare a membership list and keep it at its main office. When there are changes in membership, it shall be updated in the relevant year. However, access to member personal information may be restricted by law.
• ② Notices or notifications from the Association to members shall be sent to the addresses listed in the list in Paragraph 1 or to the addresses notified to the Association by the member. These notices may be made in writing or electronically.
• ③ If the notices or notifications provided for in Paragraph 2 do not reach the member for two consecutive years, the Association may waive the need for such notices or notifications. In this case, the Association`s place of performance of its obligations to the member shall be the Association`s main office.

Article 16 Types and Number of Officers

• ① This association has the following officers.
  • 1. Directors: 7 to 11 people (including the President, vice President, executive director, and outside director)
  • 2. 2 people (including 1 external auditor)
• ② One of the directors shall be the President, and the President shall be the representative of this association.
• Among the directors, excluding the representative director, one individual shall be appointed as the Managing Director, who shall serve as the executive director responsible for the execution of the association`s operations.
• All officers, except the Managing Director, shall serve on a non-full-time basis.
• Executives begin their duties and term of office with the approval of the Minister of Culture, Sports and Tourism.

Article 17 Election of Officers

• ① One President (representative director) shall be elected at the General Assembly of Delegates from among the delegates who have entered into a trust agreement with the Association.
• ② One Executive Director shall be a non-member, professional manager with sufficient knowledge and experience in copyright law and the music industry. The Board of Directors shall appoint one Executive Director through a public contest. Matters regarding qualifications, the method of public contest, and management evaluation shall be determined by separate regulations by the Board of Directors.
• ③ Five directors and one auditor shall be elected by vote from among the delegates at the General Assembly of Delegates.
• ④ Three directors shall be elected from among the delegates who have entered into a trust agreement. They shall be selected with their consent based on the highest total amount of trust royalty distributions (the sum of the four quarters immediately preceding the date of the formation of the Election Management Committee). However, if the total distribution amounts are equal, the director shall be selected based on the highest total amount of management fees.
• ⑤ One outside director and one outside auditor with professional qualifications in accounting, taxation, etc. shall be appointed by the Board of Directors from among non-members with expertise and experience in relevant fields, recommended by the Board of Directors and approved by the General Assembly of Delegates.
• ⑥ Of the two Vice Presidents, one (Senior Vice President) shall be elected by the Board of Directors from among the directors specified in Paragraph 3 above. The other (Second Vice President) shall be elected from among the directors specified in Paragraph 4 above with the highest total distribution amount, with the consent of each individual.
• ⑦ If the representative director of a corporate member is an ex officio director as defined in Article 17, Paragraph 4 of the Articles of Incorporation, and the representative director of the corporate member is changed, the newly elected representative director shall become an ex officio director of the Association. However, if the representative director of the corporate member is changed after being appointed as the President as defined in Article 17, Paragraph 1 and as an elected director as defined in Paragraph 3 of the Articles of Incorporation, a by-election shall be held in accordance with Article 23 of the Articles of Incorporation.
• ⑧ The election of officers shall be conducted within 60 days of the expiration of the term of office, and to ensure smooth election of officers, an election management committee shall be established, and the relevant regulations shall be separately determined by the board of directors.

Article 18 Dismissal of Officers

• ① If an executive officer commits any of the following acts, he or she may be dismissed by a resolution of at least two-thirds of the delegates present at the general meeting of delegates, following mandatory deliberation and resolution by the relevant committee and the board of directors regarding rewards and punishments. The dismissal shall take effect upon notification of the dismissal to the individual.
  • 1. Acts that violate the purposes of this Association.
  • 2. Significantly unfair acts such as dereliction, abuse, or violation of duties.
  • 3. Intentional or gross negligence resulting in significant losses.
  • 4. Failure to attend the Association`s official meetings more than three times a year without justifiable cause.
• An executive officer (excluding the Executive Director, Outside Directors, and Outside Auditors) shall automatically resign if he or she is subject to disciplinary action such as "expulsion" during his or her term of office pursuant to Article 14 (Rewards and Punishments for Members) of these Articles of Incorporation, or if he or she falls under any of the provisions of Article 13 (Loss of Membership Qualifications) or Article 28 (Disqualifications for Delegates).

Article 19 Restrictions on Appointment of Officers

• ① A person who falls under any of the following items cannot become an executive.
  • 1. Persons under adult guardianship or limited guardianship
  • 2. Persons who have been declared bankrupt and have not yet been reinstated
  • 3. Persons who have been sentenced to a fine or heavier punishment for violating the Copyright Act and for whom one year has not passed since the execution of the sentence was terminated or the sentence was finally not enforced
  • 4. Persons who have been sentenced to imprisonment or heavier punishment and for whom one year has not passed since the execution of the sentence was terminated (including cases where the execution is deemed to have been terminated) or the sentence was exempted
  • 5. Persons who have been sentenced to a suspended sentence of imprisonment or heavier punishment and are in the suspended sentence period
  • 6. Persons who have been sentenced to a fine or heavier punishment for committing a crime stipulated in Articles 347 (Fraud), 355 (Embezzlement and Breach of Trust), and 356 (Embezzlement and Breach of Trust in the Performance of Duties) of the Criminal Act and for whom the sentence has been finally confirmed, regardless of the expiration of the sentence
  • 7. Persons who do not have an address in the Republic of Korea
  • 8. Persons who are relatives of employees (including temporary workers) of this Association
  • 9. In accordance with the provisions of Articles 14 and 24 A person who has been expelled and has not yet passed five years since reinstatement. However, reinstatement procedures shall be governed by separate regulations established by the Board of Directors.
  • 10. A person whose combined trust fees and compensation for the four quarters immediately preceding the date of the formation of the Election Management Committee (in the case of a by-election under Article 22, the four quarters prior to the by-election date) are not within the top 500 for regular members. However, if a person was not found to have any defects at the time of election but falls under any of the disqualifications stipulated in this subparagraph after election, the person shall remain in office until the end of the term.
• ② Officers shall not be related to each other as direct ascendants or descendants or spouses among the relatives stipulated in Article 777 of the Civil Act.
• ③ For corporate members, the reasons set forth in subparagraphs 3, 7, 9, and 10 of Paragraph 1 shall apply to the corporation, while the reasons set forth in subparagraphs 1 through 9 shall apply to the representative director holding the executive position.

Article 20 Restriction on Voting by Interested Officers

Executives may not participate in deliberation and resolution regarding matters related to their own interests or those of a relative as defined in Article 777 of the Civil Act.

Article 21 Term of Office

• ① The term of office of the President and Directors shall be four years, and that of the Auditors shall be two years.
• ② The President, Executive Directors, and Auditors may be reappointed or re-elected only once.
• ③ The Vice President may not be reappointed.
• ④ The term of office of an officer elected pursuant to Article 23 of the Articles of Incorporation shall be the remaining term of office of the predecessor.
• ⑤ If an officer is elected pursuant to Article 23 of the Articles of Incorporation, the relevant term shall be included in the number of consecutive terms permitted under Paragraph 2.
• ⑥ This Article shall also apply to corporate members who are officers, and this Article shall also apply to persons who have performed the duties of officers, such as the Representative Director of the Corporation.

Article 22 Duties of Officers

• ① The President represents the Association, oversees its affairs, and chairs the General Membership Meeting, the General Assembly of Delegates, and the Board of Directors.
• ② The Vice President assists the President. If the President is legally or de facto unable to perform his/her duties for an extended period of time, or if the position becomes vacant, the Senior Vice President, then the Second Vice President, in that order, will act in his/her stead. In the event of the President`s or Vice President`s absence, the Board of Directors will elect a proxy.
• ③ The Executive Director has decision-making authority over the Secretariat`s affairs and makes decisions on important matters in consultation with the President.
• ④ Directors attend Board of Directors meetings, deliberate on matters related to the Association`s affairs pursuant to these Articles of Incorporation, and perform duties delegated by the Board of Directors or pursuant to regulations established by the Board of Directors.
• The Auditors perform the following duties:
  • 1. Audit the financial status and business affairs of this Association.
  • 2. Audit the operations and business affairs of the General Assembly of Members, the General Assembly of Delegates, and the Board of Directors.
  • 3. If any irregularities or injustices are discovered as a result of the audits under subparagraphs 1 and 2, request corrections from the General Assembly of Delegates or the Board of Directors and report to the Minister of Culture, Sports and Tourism.
  • 4. Request convocation of the General Assembly of Members, the General Assembly of Delegates, or the Board of Directors when necessary to report and request corrections under subparagraph 3.
  • 5. Attend the General Assembly of Members, the General Assembly of Delegates, or the Board of Directors to state opinions and request measures.

Article 23 By-Election of Officers

• ① If a vacancy occurs among directors (ex officio or elected) or auditors, the President shall be filled within 30 days from the date of vacancy by the candidate receiving the second highest number of votes and the second highest number of distributions in the executive election. However, if there is no second highest vote winner, a by-election shall be held at the General Assembly of Delegates pursuant to Article 17 of the Articles of Incorporation. If the remaining term of office is less than six months as of the date of vacancy, the President shall not be appointed.
• ② If a vacancy occurs in the position of Executive Director, the President shall be re-elected by public offering pursuant to Article 17 of the Articles of Incorporation, and the Board of Directors shall appoint a candidate. During the term of office, the next higher-ranking official shall act in his/her stead in accordance with the provisions of the Secretariat Organization Regulations.
• ③ If a vacancy occurs among outside directors or outside auditors, the President shall be appointed pursuant to Article 17 of the Articles of Incorporation. However, if the remaining term of office is less than six months as of the date of vacancy, the President shall not be appointed.
• ④ In the event that the President is legally or de facto unable to perform his/her duties for a long period of time or the position becomes vacant, if the remaining term is less than one year, the duties of the President shall be performed in the order prescribed in Article 22, Paragraph 2 of these Articles of Incorporation, and if the remaining term is one year or longer, a by-election shall be held at the general meeting of delegates in accordance with Article 17, Paragraph 1 of these Articles of Incorporation.

Article 24 Disciplinary Action against Officers

• ① The President shall discipline officers upon resolution of the Board of Directors, based on the following criteria.
  • 1. If a person is sentenced to imprisonment or heavier punishment in connection with the Association`s business and the sentence has not yet been finalized: Suspension from the date of sentencing until the sentence is finalized.
  • 2. If a person is sentenced to imprisonment or heavier punishment in connection with the Association`s business: Expulsion or dismissal.
  • 3. If the Minister of Culture, Sports and Tourism requests disciplinary action pursuant to Article 108-2 of the Copyright Act: Relevant regulations shall apply.
• ② If the President is subject to disciplinary action, the Board of Directors shall convene a meeting and impose disciplinary action with the approval of a majority of the auditors or directors in office.
• ③ The method and procedure for disciplinary action shall be governed by separate regulations established by the Board of Directors.

Article 25 Remuneration of Officers

• No remuneration shall be paid to officers, except for the Managing Director. However, actual expenses necessary for the performance of duties, such as business activity costs, may be reimbursed within the scope of the allocated budget.
• ② The President shall be paid a basic allowance and expenses necessary for external activities, as determined by the Board of Directors.

Article 26 Number and Election of Delegates

• ① Delegates shall be limited to within 200 persons from among the regular members as defined in Article 10.
• ② The delegates under Paragraph 1 shall be elected from among the regular members in order of the highest trust usage fee distribution amounts (based on the total of the immediately preceding four quarters as of the date of the formation of the Election Management Committee), with the consent of the individuals concerned and subject to the approval of the General Assembly of members. However, if a person does not consent, the next-ranking individual shall be elected.
• ③ In the event that the distribution amounts under Paragraph 2 are the same, the person with the higher total amount of usage fee management commissions shall be appointed.
• ④ Detailed matters regarding the election of delegates shall be governed by the Election Management Regulations established by the Board of Directors.
• ⑤ The election of delegates shall be conducted between 90 and 30 days prior to the expiration of their term of office.

Article 27 By-Election of Delegates

In the event of a vacancy among the delegates, it shall be filled by the next-ranking candidate from the time of the original delegate election within 30 days from the date of occurrence, subject to approval at the next General Assembly of Delegates.

Article 28 Grounds for Disqualification of Delegates

• ① None of the following persons shall be eligible to serve as a delegate of the Association:
  • 1. A person who falls under the grounds for disqualification of members pursuant to Article 9 of the Articles of Association.
  • 2. A person who does not have a domicile in the Republic of Korea.
  • 3. A person who has not been in contact with the Association for two years or more.
  • 4. A person whose total trust usage fee for the immediately preceding four quarters (based on the date of the establishment of the Election Management Committee, or in the case of a by-election under Article 27, based on the date of the by-election) does not fall within the top 500 among all regular members. Provided, however, that if there was no disqualification at the time of election but the individual falls under this ground for disqualification after being elected, this provision shall not apply, and the individual may maintain the position until the expiration of the term.
  • 5. Where, within the immediately preceding four quarters based on the date of the establishment of the Election Management Committee (or in the case of a by-election under Article 27, based on the date of the by-election), a regular member without eligibility for election assumes the position of representative director of a corporate member who otherwise qualifies for delegate status.
• ② None of the following cases shall be simultaneously or concurrently recognized, and the handling thereof shall be in accordance with the Election Management Regulations established by the Board of Directors:
  • 1. Where there exists a relationship of lineal ascendant/descendant or spouse among delegates, as defined under Article 777 of the Civil Act.
  • 2. Where an individual member or a representative director of a corporate member concurrently holds the position of representative director of another corporation.

Article 29 Loss of Delegate Status

Where a delegate falls under Article 13 (Loss of Membership) or Article 28 (Grounds for Disqualification of Delegates) of the Articles of Association, the delegate shall lose his or her qualification as a delegate and shall be deemed to have automatically retired from the position.

Article 30 Rights of Delegates

Delegates shall attend the General Assembly of Delegates and shall have the right to vote, the right to elect, and the right to be elected with respect to the matters stipulated in Article 44 of the Articles of Association.

Article 31 Duties of Delegates

• Delegates shall bear the following duties:
  • 1. The Auditors perform the following duties:
  • 2. Compliance with resolutions of the general meeting of members, general meeting of delegates, and board of directors.
  • 3. Duty to attend the General Meeting of Members and the General Assembly of Delegates.
  • 4. Duty to participate in the projects and events promoted by the Association.

Article 32 Term of Delegates

• ① The term of office of a delegate shall be four (4) years.
• ② The term of office of a delegate elected in a by-election shall be the remaining term of the predecessor.

Article 33 Organization and Operation of the Secretariat

1. ① The Association shall establish a Secretariat to handle its affairs.
2. ② The organization, personnel, remuneration, and other necessary matters of the Secretariat shall be separately determined by resolution of the Board of Directors.

Article 34 Committees

1. ① The Association may establish and operate committees to assist the Board of Directors or to efficiently promote its purpose-related projects.
2. ② The specific roles and responsibilities of the committees, as well as their methods of operation, shall be governed by separate regulations established by the Board of Directors.

Article 35 Advisors and Advisory Members

1. ① The Association may appoint Advisors. Advisors shall be commissioned by the Board of Directors upon the recommendation of the President from among former presidents, individuals who have contributed to the enhancement of musical culture, or persons of learning and virtue.
2. ② The Association may appoint Advisory Members. Advisory Members shall be commissioned by the Board of Directors upon the recommendation of the President from among experts possessing professional knowledge and competence in fields such as production, distribution, copyright law, technology, and international affairs.
3. ③ Matters concerning the designation, number of members, and operation of Advisors and Advisory Bodies shall be determined by separate regulations established by the Board of Directors.

Article 36 Composition of the General Meeting of Members

The General Meeting of Members shall be composed of the regular members as provided in Article 10.

Article 37 Convening of the General Meeting of Members

1. ① The General Meeting of Members shall, in principle, be convened once a year by the President; provided, however, that where the resolutions of the General Assembly of Delegates substitute for the resolutions of the General Meeting of Members pursuant to Article 44, the convening of the General Assembly of Delegates shall be deemed to constitute the convening of the General Meeting of Members.
2. ② An Extraordinary General Meeting shall be convened by the President when deemed necessary by the President, or upon the request of one-third or more of the total regular members.
3. ③ The convening of the General Meeting of Members shall be notified in writing to each regular member at least ten (10) days prior to the opening date, specifying the agenda and other matters by the President.

Article 38 Powers of the General Meeting of Members

1. ① The General Meeting of Members shall resolve on the following matters:
   • 1. Matters concerning the dissolution of the Association;
   • 2. Matters concerning amendments to the Articles of Association;
   • 3. Matters concerning the election of delegates;
   • 4. Matters referred to the General Meeting of Members by the General Assembly of Delegates as deemed important for the operation of the Association.
2. ② The following matters under each subparagraph shall be reported to the General Meeting of Members; provided, however, that if the General Meeting of Members is not held, such report may be made by posting on the Association`s homepage or through electronic records or other similar methods.
   • 1. Enactment and amendment of the standard terms for entrustment contracts of neighboring rights;
   • 2. Enactment and amendment of the standard terms for utilization contracts of neighboring rights;
   • 3. Enactment and amendment of the regulations on the distribution of royalties for neighboring rights;
   • 4. Enactment and amendment of the regulations on management fees for neighboring rights.

Article 39 Method of Resolution

1. ① Unless otherwise provided in these Articles of Association, the General Meeting of Members shall be constituted with a quorum of at least one-fifth (1/5) of the total regular members (including delegates) and shall be resolved by a majority of the attending regular members; provided, however, that in the event of a tie vote, the decision of the Chair shall prevail.
2. ② A regular member who is unable to attend the General Meeting of Members due to unavoidable circumstances may exercise voting rights in writing with respect to matters previously notified (and shall be deemed an attending member) until the opening of the General Meeting; provided, however, that this shall not apply in the case of dissolution of the corporation.

Article 40 Public Notice of Resolutions

The resolutions of the General Meeting of Members shall be publicly announced on the Association`s homepage and in the bulletin.

Article 41 Composition of the General Assembly of Delegates

The General Assembly of Delegates shall be composed of delegates elected pursuant to Article 26.

Article 42 Convening of the General Assembly of Delegates

1. ① The Regular General Assembly of Delegates shall be convened by the President within three (3) months after the end of each fiscal year.
2. ② An Extraordinary General Assembly of Delegates shall be convened by the President when deemed necessary by the President or when any of the reasons specified in each subparagraph of Article 43, Paragraph 1 applies.
3. ③ The convening of the General Assembly of Delegates shall be notified at least ten (10) days prior to the opening date, specifying the agenda and other matters.

Article 43 Special Provisions for Convening the General Assembly of Delegates

1. ① The President shall convene the General Assembly of Delegates within twenty (20) days from the date of the request when any of the reasons specified in the following subparagraphs arises:
   • 1. When a majority of the total directors requests a convocation by specifying the purpose of the meeting;
   • 2. When an auditor demands convocation pursuant to the provisions of Article 22, Paragraph 5, Item 4.
   • 3. When one-third or more of the total delegates requests a convocation by specifying the purpose of the meeting.
2. ② If the person with the authority to convene the General Assembly of Delegates is absent or unable to convene due to an accident, or if the period specified in Paragraph 1 has elapsed, the General Assembly of Delegates may be convened with the approval of a majority of the total directors or one-third or more of the total delegates.
3. ③ The General Assembly of Delegates convened pursuant to Paragraph 2 shall elect its chair under the moderation of the eldest attending director.

Article 44 Powers of the General Assembly of Delegates

1. ① The following matters shall be resolved at the General Assembly of Delegates, and the resolutions of the General Assembly of Delegates shall substitute for the resolutions of the General Meeting of Members:
   • 1. Matters concerning business plans, budgets, and financial statements;
   • 2. Matters concerning the preparation of supplementary budgets;
   • 3. Matters concerning the acquisition, donation, or encumbrance of assets, and the management and disposal of basic assets;
   • 4. Matters concerning the election and dismissal of officers;
   • 5. Enactment and amendment of the standard terms for entrustment contracts of neighboring rights;
   • 6. Enactment and amendment of the regulations on management fees;
   • 7. Matters concerning the increase of membership dues and other charges;
   • 8. Matters concerning the enactment and amendment of regulations involving an increase in budget expenditure;
   • 9. Matters concerning the reallocation of budgets for the increase of personnel expenses, business promotion expenses, and meeting expenses;
   • 10. Matters falling within its authority pursuant to laws or these Articles of Association;
   • 11. Other matters deemed important for the operation of the Association and referred by the President or the Board of Directors.
2. ② The Managing Director shall report the following matters to the General Assembly of Delegates:
   • 1. Enactment and amendment of the standard terms for utilization contracts of neighboring rights;
   • 2. Enactment and amendment of the regulations on the collection of royalties for neighboring rights;
   • 3. Enactment and amendment of the regulations on the distribution of royalties for neighboring rights;
   • 4. Matters concerning the enactment and amendment of regulations on membership criteria and procedures.

Article 45 Method of Resolution

1. ① Unless otherwise specifically provided in these Articles of Association, the General Assembly of Delegates shall be constituted with a quorum of a majority of the total delegates and shall be resolved by a majority of the attending delegates; provided, however, that in the event of a tie vote, the decision of the Chair shall prevail.
2. ② A delegate who is unable to attend the General Assembly of Delegates due to unavoidable circumstances may exercise voting rights in writing with respect to matters previously notified (and shall be deemed an attending member) until the opening of the General Assembly.
3. ③ A delegate elected as a corporate member may delegate the attendance and voting rights (including election rights) of the General Assembly of Delegates to a registered officer of the same corporation.

Article 46 Restriction of Voting Rights in Cases of Special Interest

A delegate shall not participate in a resolution when any of the following subparagraphs applies:

• 1. Matters concerning the dismissal of an officer related to the delegate;
• 2. Cases where a conflict of interest between the Association and the delegate may lead to a dispute.

Article 47 Public Notice of Resolutions

The resolutions of the General Assembly of Delegates shall be publicly announced on the Association`s homepage and in the bulletin.

Article 48 Electronic Means of Resolution

1. ① The President may, if deemed necessary, determine that members or delegates may exercise voting rights electronically without attending the General Meeting or General Assembly of Delegates, limited to the resolution methods specified in Articles 39 and 45 of these Articles of Association.
2. ② When notifying the convocation pursuant to Paragraph 1, it shall be specified that members or delegates may exercise voting rights in the manner prescribed in Paragraph 1.
3. ③ When the President designates the exercise of voting rights by electronic means pursuant to this Article, necessary measures shall be taken to verify the identity of the members or delegates.
4. ④ The President shall preserve the electronic records related to the exercise of voting rights for five (5) years from the date of the conclusion of the General Meeting or General Assembly of Delegates.

Article 49 Types of Board of Directors Meetings

The Board of Directors shall be classified into regular and extraordinary meetings.

Article 50 Convening of the Board of Directors

1. ① The regular Board of Directors meeting shall be convened once per quarter by the President, and an extraordinary Board of Directors meeting shall be convened by the President when a reason stipulated in Article 51 arises or when the President deems it necessary.
2. ② The convocation of a Board of Directors meeting shall be notified by the President to each director and auditor in writing or by electronic record, specifying the agenda, date, time, and place of the meeting, no later than seven (7) days prior to the opening day.
3. ③ The Board of Directors may resolve only on the agenda items specified in Paragraph 2. Provided, that if two-thirds or more of the incumbent directors are present and all present directors consent, an agenda item not so notified may be presented and resolved.

Article 51 Special Provisions for Convening the Board of Directors

1. ① The President shall convene a Board of Directors meeting within twenty (20) days from the date of a demand for convocation that falls under any of the following items:
   • 1. When a majority of the incumbent directors demand convocation by presenting the purpose of the meeting.
   • 2. When an auditor demands convocation pursuant to the provisions of Article 22, Paragraph 5, Item 4.
2. ② If the convener of the Board of Directors is vacant or unable to convene the meeting due to an accident, or if the deadline in Paragraph 1 has passed, the Board of Directors may be convened with the consent of a majority of the incumbent directors.
3. ③ The Board of Directors under the provision of Paragraph 2 shall elect its chairperson from among the present directors under the moderation of the most senior director present.

Article 52 Written Resolutions of the Board of Directors

1. ① The President may resolve minor or urgent matters to be brought before the Board of Directors by written or electronic record. In this case, the President shall report the results to the next Board of Directors meeting.
2. ② When a majority of the incumbent directors demand that a matter for written resolution under Paragraph 1 be brought before the Board of Directors, the President shall comply.

Article 53 Quorum for Resolutions

1. ① The Board of Directors shall be constituted by the attendance of a majority of the incumbent directors and shall resolve by the affirmative vote of a majority of the directors present. Provided, that in the case of a tie, the chairperson shall decide.
2. ② The right to vote at the Board of Directors meeting may not be delegated. Provided, that a director elected as a corporate member may delegate attendance and voting rights at the Board of Directors meeting to an officer of the said corporation.

Article 54 Matters Resolved by the Board of Directors

• The Board of Directors shall deliberate and resolve on the following matters:
  • 1. Matters concerning the operation of the business plan.
  • 2. Matters concerning the preparation of the budget, settlement of accounts, and supplementary revised budget.
  • 3. Matters concerning the amendment of the Articles of Association.
  • 4. Matters concerning the management of assets.
  • 5. Preparation of agenda items to be brought before the General Meeting of Delegates and the General Meeting of Members.
  • 6. Matters delegated by the General Meeting of Delegates and the General Meeting of Members.
  • 7. Matters concerning the enactment and amendment of regulations.
  • 8. Matters falling under its authority by virtue of the Articles of Association.
  • 9. Matters concerning the enactment and amendment of the Trust Agreement Terms and Conditions and the User Agreement Terms and Conditions.
  • 10. Matters concerning the enactment and amendment of the Royalty Collection Regulations and the Distribution Regulations.
  • 11. Matters concerning the enactment and amendment of the Management Fee Regulations.
  • 12. Matters concerning the enactment and amendment of regulations that entail an increase in budget expenditure.
  • 13. Matters concerning the appropriation of the budget to increase personnel costs, business promotion expenses, and meeting expenses.
  • 14. Other matters deemed important for the operation of this Association and brought forward by the President or the Executive Director.

Article 55 Operation of the Board of Directors

Detailed matters concerning the composition and operation of the Board of Directors shall be governed by regulations separately established by the Board of Directors.

Article 56 Classification of Assets

1. ① The property of this Association shall be classified into basic property and ordinary property.
2. ② Basic property refers to real estate or movable property acquired to carry out the Association`s purpose-driven business, which has been confirmed as basic property by the General Meeting of Delegates.
3. ③ A list of the basic property shall be prepared once a year and reported to the Minister of Culture, Sports and Tourism.
4. ④ Ordinary property shall be property other than basic property.

Article 57 Disposition of Basic Assets, etc.

1. ① To sell, donate, lease, exchange, or provide as collateral the basic property of this Association, a resolution of the General Meeting of Delegates must be obtained.
2. ② When this Association intends to assume an obligation, waive a right, or incur debt, it must do so through a resolution of the General Meeting of Delegates.

Article 58 Finance

The finances of this Association shall consist of the following revenues:

• 1. Management fees
• 2. Contributions, donations, sponsorships, and endorsements
• 3. Profits generated from the operation of assets or business
• 4. Admission fees and special membership fees
• 5. Government subsidies and other revenues

Article 59 Supplementary and Revised Budget

1. ① If a reason requiring addition or change arises after the budget for the current year has been resolved by the General Meeting of Delegates, a supplementary revised budget shall be prepared and resolved by the General Meeting of Delegates after a resolution by the Board of Directors. Provided, that urgent budget execution may utilize the reserve fund through a resolution of the Board of Directors and shall be reported to the General Meeting of Delegates thereafter.
2. ② The procedure and method for preparing the supplementary revised budget shall be in accordance with the general budget regulations established by the Board of Directors.

Article 60 Special Provisions on Accounting

• ① Notwithstanding the provisions of Article 57, Paragraph 2 of these Articles of Association, if a temporary obstacle to fund management arises due to a natural disaster, economic recession, or other force majeure equivalent thereto, and a temporary loan within the same fiscal year is necessary, the Executive Director may, with the resolution of the Board of Directors, borrow from the trust accounting shares only for the absolutely necessary expenses of the following items:
  • 1. Personnel costs for employees, such as salaries and severance pay.
  • 2. Lease payments, fees, and other essential current expenses for the Association`s operation.
• ② When borrowing under Paragraph 1, the Executive Director shall manage with the care of a good manager, report to the Board of Directors including a feasible repayment plan, and obtain the approval of the next General Meeting of Delegates.

Article 61 Classification of Accounts

1. ① The accounting of this Association shall be classified into trust management accounting, general accounting, and special accounting.
2. ② Revenues such as neighboring rights royalties from the trust management business shall be accounted for as trust accounting, and revenues such as management fees shall be accounted for as general accounting, and a special account for a specific purpose determined by the Board of Directors shall be established.

Article 62 Fiscal Year

The fiscal year of this Association shall be from January 1 to December 31 of each year.

Article 63 Budget Formulation

1. ① The revenue and expenditure budget of this Association shall be formulated no later than one month before the commencement of each fiscal year and shall be determined through a resolution of the General Meeting of Delegates after a resolution by the Board of Directors.
2. ② If the budget is not confirmed by the end of March of each fiscal year, the Executive Director may execute the following items as a provisional budget based on the budget of the previous year:
   • 1. Personnel costs.
   • 2. Essential current expenses for the Association`s operation.
   • 3. Other expenses deemed necessary.
3. ③ The budget provisionally executed in accordance with Paragraph 2 shall be deemed to have been ratified by the approval of the budget for each fiscal year at the General Meeting of Delegates.
4. ④ To appropriate the budget to increase the budget for the items of the following numbers within each fiscal year, a resolution of the General Meeting of Delegates must be obtained after a resolution by the Board of Directors:
   • 1. Personnel costs.
   • 2. Business promotion expenses.
   • 3. Meeting expenses.
5. ⑤ The procedures and methods for the execution of the provisional budget and the appropriation of the budget shall be in accordance with the general budget regulations established by the Board of Directors.

Article 64 Settlement of Accounts

This Association shall prepare a settlement of accounts within three months after the end of each fiscal year and obtain a resolution of the General Meeting of Delegates after a resolution by the Board of Directors.

Article 65 Auditor(s)

1. ① The auditors shall conduct a regular audit to be reported to the General Meeting of Delegates within one month after the end of each fiscal year.
2. ② The auditors may conduct an occasional audit when deemed necessary, and shall notify the secretariat of the audit plan in writing one week prior to its implementation.
3. ③ In addition to the audits in Paragraphs 1 and 2, the auditors may request an audit from an external accounting firm when deemed necessary.

Article 66 Dissolution of the Corporation

1. ① When this Association intends to dissolve, it shall do so by a resolution of the General Meeting of Members with the affirmative vote of two-thirds or more of the incumbent regular members, and report to the Minister of Culture, Sports and Tourism.
2. ② The remaining property at the time of dissolution of this Association shall be donated to the state, a local government, or an organization similar to this Association through a resolution of the General Meeting of Members.

Article 67 Amendment of the Articles of Association

To amend the Articles of Association of this Association, the General Meeting of Members shall be constituted by one-fifth or more of the incumbent regular members (including delegates), and the amendment shall be resolved by the affirmative vote of two-thirds or more of the members present, and the permission of the Minister of Culture, Sports and Tourism must be obtained.

Article 68 Business Report

1. ① The business plan and budget for the following year, and the business performance report and statement of income and expenditures for the current year, shall be reported to the Minister of Culture, Sports and Tourism within three months after the end of the fiscal year. In this case, the property list, business status, and audit result report shall also be submitted.
2. ② When this Association has registered the establishment or change of the corporation in accordance with the provisions of Articles 49 to 52 of the Civil Act, a certified copy of the register shall be submitted to the Minister of Culture, Sports and Tourism within ten (10) days.

Article 69 Enactment of Regulations

Matters necessary for the operation of this Association, other than those stipulated in these Articles of Association, shall be determined by regulations through a resolution of the Board of Directors.

Article 70 Minutes of Meetings

The minutes of the General Meeting of Members, the General Meeting of Delegates, and the Board of Directors shall be prepared by the secretariat, confirmed and signed by the attending chairperson and three directors, and kept at the main office.

Article 71 Notarization of Minutes

If notarization of the minutes of the General Meeting of Members and the General Meeting of Delegates is required, the attending members and delegates shall be deemed to have delegated the authority to request notarization to the attending directors, unless there is a separate objection.

[Addendum1 - 2001.11. 17]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture, Sports and Tourism.

• Article 2 Transitional Measures

  Acts performed by the promoters, etc. for the establishment of the corporation at the time of the enforcement of these Articles of Association shall be deemed to have been performed under these Articles of Association.

[Addendum2 - 2003. 03. 12]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture and Tourism.

[Addendum3 - 2004. 03. 20]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture and Tourism.

• Article 2 Transitional Measures Concerning the Term of Office of Officers

  Notwithstanding the provisions on the term of office of officers in Article 18, the term of office of the officers first elected pursuant to the amendment of these Articles of Association shall be until the end of February 2008.

[Addendum4 - 2005. 06. 12]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture and Tourism.

[Addendum5 - 2009. 06. 08]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture and Tourism.

• Article 2 Election of the First Delegates

  이 정관에 의한 최초 대의원은 회원총회에서 선출한다.
  Provided, that officers elected before the enforcement of these Articles of Association shall be deemed to have been elected as delegates under Article 18 of these Articles of Association.

• Article 3 Term of Office of Delegates

  The term of office of the delegates first elected pursuant to the amendment of these Articles of Association shall be from the date of election until the end of February 2012.

• Article 4 Transitional Measures Concerning the Term of Office of Officers

  Notwithstanding the provisions on the term of office of officers in Article 15, the term of office of the officers elected under the previous Articles of Association shall be until the end of February 2012.

[Addendum6 - 2011. 04. 25]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture, Sports and Tourism.

• Article 2 Qualification and Composition of Members

  A person who became a member under the previous Articles of Association shall be deemed to be a member under Articles 5 and 6.

• Article 3 Election of Delegates

  Notwithstanding Article 2 (Election of the First Delegates) of the Addendum (June 8, 2009), officers (excluding outside directors and outside auditors) elected under Article 12 of the previous Articles of Association shall be deemed to have become delegates.

[Addendum7 - 2013. 04. 09]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture, Sports and Tourism.

[Addendum8 - 2015. 03. 24]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture, Sports and Tourism.

• Article 2 (Effectiveness of Articles 11 to 14 and Articles 16 to 18)

  Articles 11 to 14 and Articles 16 to 18 shall apply from the election of officers and delegates whose term begins on February 28, 2016.

• Article 3 (Effectiveness of Article 15)

  Article 15, Paragraph 3 shall apply to all officers elected since the establishment of the Association.

• Article 4 (Extension of the Term of Office of Delegates)

  The term of office of the delegates under Article 25, Paragraph 1 shall be extended to six years only for the third-term delegates elected on February 28, 2016.

[Addendum9 - 2020. 10. 29]

• Article 1 Enforcement Date

  These Articles of Association shall enter into force on the date of obtaining permission from the Minister of Culture, Sports and Tourism.

• Article 2 (Applicable Example for Article 18, etc.)

  The amended provisions of Article 18, Paragraph 1, Item 6, Article 20, Paragraphs 2 and 3, and Articles 25 to 28 shall apply from the time of the first election of delegates or officers (including by-elections under Articles 22 and 26) held after the enforcement of these Articles of Association.

[Addendum (2022. 1. 16.)]

• Article 1 Enforcement Date

  These regulations shall enter into force on the date of obtaining permission from the Ministry of Culture, Sports and Tourism.

• Article 2 (Special Provisions under Article 10)

  A person who has previously registered to apply for compensation and has acquired membership status shall, notwithstanding the loss of the Association`s status as a compensation recipient organization, be granted the status of a special member in accordance with Article 10, Item 3 of these Articles of Association, if he or she so desires or agrees.

• Article 3 (Effectiveness of Regular Member Status)

  In accordance with the amendment of these Articles of Association, the regular members of the Association shall be newly constituted, and their status shall be granted from the date of the amendment of the regulations on admission at the first Board of Directors meeting held after the amended Articles of Association take effect.

• Article 4 (Term of Office of Delegates)

  Notwithstanding the amendment of these Articles of Association, the existing third-term delegates shall be recognized for their status until the end of their term.

[Addendum (2022. 3. 16.)]

• Article 1 (Transitional Measures Concerning the Number and Term of Office of Officers)

  Article 16, Paragraph 1 of the Articles of Association shall apply respectively from the time of the election of officers held after the enforcement of these Articles of Association (amended Jan. 16, 2022), and the current officers shall be granted their qualifications as officers until the end of their term.