Article 1. (Title)

The title of this organization, as a federation of Korea animal health product association, shall be the Korea Animal Health Products Association. (hereafter called KAHPA)

Article 2. (Purpose)

The purpose of KAHPA is to promote technological improvements and increase the welfare of its members, contributing to the balanced development of the national economy and the enhancement of national health through the sustainable development of the industry and the improvement of animal welfare.

Article 3. (Office)

KAHPA shall locate its main office at 8-6, Hwangsaeul-ro 319, Bundang-gu, Seongnam-si, Gyeonggi-do and may establish regional office(s) or branch(es) upon the approval of the Board of Directors.

Article 4 (Bylaws or Regulations)

Necessary matters other than what is prescribed in the Statutes shall be stipulated by bylaws or regulations.

Article 5. (Qualification)

① The members of KAHPA shall be the representatives of the manufacturing or importing businesses of animal drugs and veterinary medical devices.

• 1. Members of KAHPA who represent manufacturers of animal drugs shall be recognized as part of the manufacturing business branch.
• 2. Members of KAHPA who represent importers of animal drugs shall be recognized as part of the importing business branch.
• 3. Members of KAHPA who represent manufacturers and importers of veterinary medical devices shall be recognized as part of the medical device business branch.

② Corporations or individuals that meet the objectives of KAHPA, and are not prescribed by the provisions in Article 1, may become special members of the association.

Article 6 (Membership)

• ① A person who is willing to become a member of KAHPA shall submit a prescribed registration form and register for membership.
• ② Upon registering for membership as per Article 1, KAHPA determines membership approval or disapproval through the Board of Directors' deliberation and informs the applicant in writing of the decision.
• ③ A person informed of their approval for KAHPA membership under Article 2 shall pay both the membership initiation fee and membership fee by the specified due date.
• ④ The membership conditions outlined in subparagraph 2 of Article 5 shall be applied with mutatis mutandis to those specified in subparagraph 1 or subparagraph 3.

Article 7 (Duties of Members)

Members are obligated to adhere to the Statutes, bylaws, regulations, decisions made in general meetings, and resolutions of the Board of Directors.

Article 8 (Rights of Members)

Members of KAHPA have voting rights in resolutions and elections, as well as eligibility for election. Provided, That the forgoing shall not apply to special members.

Article 9 (Disciplinary Action)

Among the members of KAHPA, a person who falls under any one of the following subparagraphs may be subject to disciplinary action through the resolution of the Board of Directors.

• 1. A person who has defamed the association’s reputation.
• 2. A person who has taken action to obstruct the business of the association.
• 3. A person who has neglected the other duties as members.

Article 10 (Disqualification of Members)

Members of KAHPA may lose their qualification for the following reasons specified in the subparagraphs:

• 1. Upon a member registering for temporary withdrawal of membership.
• 2. Upon a member losing their qualification as a member due to the reasons specified in Article 9 or other reasons.
• 3. Upon a member being declared bankrupt.
• 4. Upon a member facing expulsion.
• 5. Upon other reasons of withdrawal of membership.

Article 11 (Duties of Notification)

Members of KAHPA shall notify the association within two weeks of the following specified in the subparagraphs:

• 1. Upon changes to the name of the representative, the company name, and address.
• 2. Upon suspension or closure of the entire or part of the business.
• 3. Upon matters requested for notification through bylaws or regulations as per the need of the association.
• 4. Upon other important matters that should be notified to the association.

Article 12 (Duties to Report)

KAHPA may request members to report matters necessary for its business and operations, and members should comply with such requests.

Article 13 (Business)

KAHPA shall undertake all or part of the following businesses to reach the objectives outlined in Article 2:

• 1. Matters related to guidance and enlightenment for technology and management advancement.
• 2. Matters related to the maintenance of order within the industry.
• 3. Matters related to the improvement of distribution.
• 4. Matters related to the recommendation or response on the promotion and advancement of the industry.
• 5. Matters related to the fringe benefits of members.
• 6. Matters delegated to the association from the competent authority or related organizations.
• 7. Matters related to research and study as well as collections and publications of relevant data for the development of the animal drug industry.
• 8. Matters related to the relevant research regulations and systems.
• 9. Matters related to the product inspection for the enhancement of quality management.
• 10. Other supplementary projects.

Article 14 (Report of Business Plans)

KAHPA shall document business reports, plans, and budgets for revenue and expenditure within March at the beginning of the business year, receive resolutions from the general meeting, and report to the Minister of the competent authority within two weeks following the conclusion of the general meeting. The same shall also apply upon changing what is stated above.

Article 15 (Full Number of Executive Officers)

Executive officers shall be appointed to KAHPA based on the following subparagraphs:

• 1. One president (standing or non-standing)
• 2. One standing vice president
• 3. Four non-standing vice president
• 4. Within 25 directors (including the president and vice presidents)
• 5. Two auditors

Article 16 (Appointment of Executive Officers)

• ① Executive officers of KAHPA shall be appointed from among the members. Provided, That standing executive officers (the president or vice presidents) may be appointed from outside the membership, based on the recommendation of the Board of Directors.
• ② Non-standing vice presidents shall be appointed, with two from the manufacturing business branch, one from the importing business branch, and one from the medical device branch. However, they may not concurrently hold the position of president.

Article 17 (Term of Office for Executive Officers)

The term of office for executive officers shall be three years.

Article 18 (Duties of Executive Officers)

• ① The president shall represent the association and be in charge of the overall business.
• ② The standing vice president shall assist the president, manage, and oversee the main business of the association, while the vice presidents of each field shall represent their respective branches.
• ③ When the president is unable to perform their duties due to unavoidable reasons, the standing vice president shall act on behal of the president. In the event that both the president and vice president are absent, one of the non-standing vice presidents who has received approval from the Board of Directors shall assume the duties of the president.
• ④ The directors shall organize the Board of Directors and vote on main matters of the association.
• ⑤ The auditors shall audit the assets and main business matters of the association, report to the general meeting, and convene a general meeting when necessary.

Article 19 (Advisors, Consultants)

• ① The association shall appoint up to five advisors. The president may appoint these advisors with approval from the Board of Directors. Eligible candidates for these advisory positions include individuals who have previously served as the president of KAHPA, the chief director of Korea Animal Drug Industry Cooperative, or those with abundant knowledge and experience in the fields of economy, trade, and animal drugs.
• ② The president of the association may appoint up to 40 consultants who possess expertise and knowledge.
• ③ The term of office of advisors and consultants shall be the same term of office as executive officers.
• ④ Advisors and consultants shall respond to consultation requests from the president. They may express their opinions by participating in meetings, and they may be reimbursed for their services, including allowances and travel expenses.

Article 20 (Remuneration of Executive Officers)

The association, excluding the standing executive officers, shall have non-standing executive officers with no remuneration. Provided, That necessary expenses including travel expenses, allowances, etc. may be given within the scope of the budget on carrying out the duties of executive officers.

Article 21 (Election of a Vacancy among Executive Officers)

• ① In the event of a vacancy among executive officers, an election shall be held within two months. Provided, That there is no harm to the business of the association, the election for the vacancy may be postponed until the following general meeting through a resolution by the Board of Directors.
• ② The term of office for the executive officer elected to fill a vacancy shall be the remaining term of their predecessor.
• ③ When all the executive officers resign before the end of their term, the newly elected executive officer's term shall be as specified in Article 17, with the provision that they serve until the general assembly of the year in which their term concludes.

Article 22 (General Meeting)

• ① The meetings of the association shall be the general meeting and the Board of Directors.
• ② The president shall convene the general assembly within three months before the end of every business year. Provided, That the general assembly cannot be convened due to the absence of the president, the vice president shall convene the meeting in accordance with subparagraph 3 of Article 18.
• ③ The extraordinary general meeting shall be convened in the following cases:
  • 1. When the president deems necessary
  • 2. When there is a resolution from the Board of Directors to convene a general meeting
  • 3. When there is a written request, detailing the reasons, from more than one-fifth of the members to convene a general meeting
  • 4. When there is a request from the auditors
• ④ The president shall convene a general meeting upon a request in accordance with subparagraph 3 of Article 3 within two weeks.
• ⑤ When the president does not convene a general meeting as per subparagraph 4, the general meeting shall be convened by receiving approval from the Minister of the competent authority where one of the auditors shall assume the role as the chairperson on behalf of the president.

Article 23 (Convocation of General Meetings)

The association shall provide written notice to each member, informing them of the meeting's purpose, date, time, and location, at least one week before the general assembly.

Article 24 (Matters to be Resolved on at General Meetings)

• ① The general meetings shall resolve matters as specified in the following subparagraphs:
  • 1. Establishment and amendment of the Statutes
  • 2. Establishment, modification, and abolishment of bylaws
  • 3. Establishment or modification of business plans and budgets for revenue and expenditure
  • 4. Business reports and settlement of every business year
  • 5. Appointment and dismissal of executive officers
  • 6. Acquisition and disposal of assets
  • 7. Dissolution, consolidation, or separation of the association
  • 8. Other matters deemed necessary from the Board of Directors
• ② Matters specified in subparagraph 3 and subparagraph 6 of Article 1 may be resolved by the Board of Directors upon resolution of the general meeting.

Article 25 (Formation of General Meetings)

• ① The general assembly shall be formed with the majority attendance of members, and matters shall be resolved with the majority vote of the attending members. Provided, That there is an equal number of votes, the chairperson shall cast the deciding vote.
• ② The chairperson of the general meeting shall be the president, and in the president's absence, one of the vice presidents shall assume the role.

Article 26 (Vote by Proxy)

• ① The members may appoint a proxy to exercise the voting rights in resolutions and elections.
• ② The proxy shall submit the proxy form certifying the power of representation before the opening of the general meeting.

Article 27 (Board of Directors)

• ① The Board of Directors shall consist of the president, vice presidents, and directors.
• ② The auditors shall state their opinion when necessary.

Article 28 (Convocation of the Board of Directors)

• ① The president shall convene and be the chairperson of the Board of Directors.
• ② The convocation of the Board of Directors shall be notified three days before the meeting. Provided, That the majority of the directors approve, the convocation process may be omitted.

Article 29 (Formation of the Board of Directors)

The Board of Directors is formed with the attendance of the majority of directors, and matters shall be resolved with the majority vote of the attending directors. Provided, That there is an equal number of votes, the chairperson shall cast the deciding vote.

Article 30 (Vote by Proxy)

When directors are unable to attend the Board of Directors due to an accident, they may participate in the resolution of the Board of Directors through writing or a proxy only upon matters notified in advance.

Article 31 (Matters to be Resolved on at the Board of Directors)

• ① The Board of Directors shall resolve matters related to the business operations of the association as specified in the following subparagraphs:
  • 1. Matters stipulated in the Statutes
  • 2. Agendas to be raised to the general meetings
  • 3. Matters delegated from the general meetings and matters related to the association’s business
  • 4. Methods of charging and collecting expenses
  • 5. Other necessary matters
• ② For minor matters outlined in subparagraph 1, the Board of Directors may delegate the process to the president through a board resolution.

Article 32 (Written Resolution)

• ① When the agendas for discussion are minor or require immediate attention, the president may address the matter through a written resolution with approval from more than two-thirds of the attending directors of the Board of Directors, bypassing the provisions of Article 25.
• ② When the convocation of the Board of Directors is not possible due to unavoidable reasons, the president may resolve matters by notifying the directors in writing.

Article 33 (Minutes)

• ① With respect to the proceedings of the general meetings, the progress of the proceedings and resolved matters shall be documented and signed and sealed by the president and at least two directors designated in the general meeting. Provided, That in the event of the inaugural general meeting, the minutes shall be signed and sealed by the chairperson and all the promoters.
• ② The minutes shall document the proceedings of the Board of Directors and shall be signed and sealed by the chairperson and at least two directors designated in the Board of Directors.

Article 34 (Branches)

The association shall have branches as specified in the following subparagraphs:

• 1. Manufacturing Business Branch
• 2. Importing Business Branch
• 3. Medical Device Branch

Article 35 (Committees)

• ① To deliberate on matters related to the association's business, the following committees shall be established:
  • 1. Policy Planning Committee
  • 2. Legislative Ethics Committee
  • 3. Committee Specializing in Distribution
  • 4. International Public Relations Committee
• ② Matters related to the committees shall be prescribed separately.
• ③ When the president deems it necessary, a separate special subcommittee may be established through a resolution of the Board of Directors.

Article 36 (Technology Research Institute)

• ① The association shall establish the Technology Research Institute for Animal Drugs as an affiliated institution to improve technological guidance and quality management.
• ② The matters related to the Technology Research Institute for Animal Drugs shall be prescribed separately.

Article 37 (Organization of Offices)

In accordance with what is prescribed in the provisions, the association shall establish the organization of offices and have necessary executive officers and employees.

Article 38 (Guarantee of Status)

• ① Unless executive officers and employees face sentencing, disciplinary action, and reasons stipulated in the provisions, they shall not be subjected to measures regarding their status of employment against their will.
• ② The executive officers and employees cannot receive the rewards or face disciplinary action on the same achievement or action.

Article 39 (Salary)

The salary is prescribed in the salary provision.

Article 40 (Retirement Allowance)

The retirement allowance is prescribed in the salary provision.

Article 41 (Business Year)

The business year of the association shall be from January 1 to December 31.

Article 42 (Finance)

• ① The financial revenue of the association shall include the membership initiation fee, membership fee, and commissions. Provided, That special accounting may be implemented for the operation of the technology research institute and other businesses.
• ② The following assets shall be the endowment:
  • 1. The current carry-over of the year
  • 2. The assets assigned as an endowment are determined by the decision of the Board of Directors.
• ③ Other necessary matters shall follow what is prescribed in the bylaws and regulations.

Article 43 (Accounting)

General expenses, as per the provisions of Article 14 before the resolution of the Board of Directors, and urgent business expenses may be paid in accordance with the budget of the previous year.

Article 44

Deleted

Article 45 (Dissolution)
The association shall be dissolved for reasons as specified in the following subparagraphs:

• 1. When there is a resolution for dissolution in a general meeting
• 2. When the association is bankrupt
• 3. When the competent authority cancels the establishment approval
• 4. When there are other reasons for dissolution

Article 46 (Liquidator)

Upon the dissolution of the association, the president shall become the liquidator. Provided, That when necessary, the liquidator may be appointed from among the members through a resolution of a general meeting.

Article 47 (Duties of Liquidators)

The liquidator, following their appointment, shall promptly investigate the asset status without delay. They shall seek approval from the general meeting by providing a list of assets and a balance sheet in writing.

Article 48 (Property Disposal for Liquidation)

Upon the dissolution of the association, the remaining assets, after settling the association's liabilities, shall be distributed among the members at a specified rate.