ARTICLE 1
Section 1. (Purpose) :
The purpose of the Society shall be to contribute to the development of science and technology through academic advancement and dissemination of basic and applied Molecular and Cellular biology toward benefit of the general public, in accordance with the laws on foundation and management of public legal entities
Section 2. (Name) :
The name of the Society shall be the Korean Society for Molecular and Cellular Biology.
Section 3. (Headquarters' location) :
The Society shall have its headquarters in Seoul, Republic of Korea.
Section 4. (Activities) :
The Society shall carry out the following activities in order to accomplish the purpose stipulated in Section 1.
  1. Publish academic journals, periodicals and books
  2. Convene scientific meetings, symposia, lectures and seminars
  3. Stimulate collaboration among academia, industry and research institutes
  4. Develop and provide training and educational programs
  5. Foster interchange of information with other countries
  6. Enhance relationships among members and
  7. Support other activities as deemed necessary.
Section 5. (Chapters and committees) :
The Society shall form regional and scientific chapters as deemed necessary, establishment and management of which is specified in the Bylaws.
Section 6. (Beneficiaries) :
  1. Benefits occurring from activities of the Society shall be given to beneficiaries at no charge. In unavoidable cases, a part of the cost may be charged to the beneficiary provided that such action be approved by the supervisory office.
  2. The Society shall not discriminate in the distribution of benefits based on the place of birth, alma mater, employer, occupation and other status of the beneficiaries.
ARTICLE 2. MEMBERSHIP
Section 7. (Classes and eligibility of membership) :
Members shall be those who agree with the purpose of the Society as specified in Section 1. Classes and eligibility are as follows.
  1. Regular members:
    Anyone with a doctors degree, with a full time appointment in a university or research institute, or anyone with equivalent qualifications working in Molecular and Cellular biology or related fields, whose application has been approved by the Council.
  2. Affiliate members:
    Anyone who agrees with the purpose of the Society and whose application has been approved by the Council.
  3. Student members:
    Students enrolled in Molecular and Cellular biology or related programs in undergraduate and graduate schools whose application has been approved by the Council.
  4. Special members:
    Any organization or company which has been recommended by the Council and has paid special membership fee.
  5. Organization members:
    Any schools, libraries, research institutes and any other non-profit scientific organizations or bodies.
  6. Honorary members:
    Anyone elected by the Council in recognition of outstanding contributions to the advancement and dissemination of Molecular and Cellular biology and merits in development of the Society.
Section 8. (Duties and Rights of Members) :
Members of the Society (except for Honorary Members) shall pay membership fees and be entitled to duties and rights as specified in the Constitution.
Section 9. (Withdrawal) :
Members may freely withdraw from the Society.
Section 10. (Expulsion of Members) :
A member may be expelled with approval of the Council if found to have:
  1. dishonored the Society;
  2. acted in a manner counter to the purpose of the Society; or
  3. neglected member's duties.
ARTICLE 3. OFFICERS
Section 11. (The officers of the Society shall consist of the following) :
  1. One President
  2. One President-elect
  3. Five Vice Presidents
  4. Two Auditors
  5. Seven to Eleven Council members
Section 12. (Terms of Officers) :
  1. The officers shall serve for a term of one year. The President and Vice Presidents shall not be eligible to serve for consecutive terms.
  2. Should an officer fail to complete his term, the Council shall elect a member to serve in an interim capacity for the remainder of the term.
Section 13. (Election of the Officers) :
  1. The Officers shall be elected by the following procedure and assume office with approval of the supervisory office.
    (1) The Council shall consist of the President, President for the Next Term, Vice Presidents, Chair of Scientific Program Committee, Chair of Finance Committee,
    Editor-in-Chief of the official journal of the Society, and one representative of regional chapters.
    a) The President-elect shall be elected directly by the members of the Society in accordance with the guidelines set by the Election Committee, and be inaugurated as the President in next term.
    b) The Vice President shall be appointed by the President and subject to the approval of the Council.
    c) Chairs of Committees shall be elected by the Council and subject to the approval of the General Assembly.
    d) Representatives of regional chapters shall be elected in accordance with their bylaws. Head of the Representatives of regional chapters shall be elected from its own members.
    (2) Auditors shall be elected by the General Assembly.
  2. Removal of officers shall require the following procedures and subject to the approval of the supervisory office: (1) Removal of Auditors shall be subjected to resolution by the General Assembly.
    (2) Removal of Council members shall be subject to resolution by the Council.
Section 14. (Duties of the Officers) :
  1. The President shall represent the Society, oversee its administration and preside over the General Assembly, Council, Board of Representatives, and the Executive Committee meetings.
  2. The Vice President shall assist the President. The Vice President shall be appointed by the President at the beginning of his term. Should the Office of President become vacant, the Vice President shall serve as President.
  3. Council members shall attend Council meetings and cast a vote on all issues regarding the Society and shall perform duties as directed by the President.
Section 15. (Duties of Auditors) :
The Auditors shall perform the following duties.
  1. Audit fiscal state of the Society
  2. Inspect activities and administration of the Council
  3. Request the Council and General Assembly for corrective action should an incidence of unlawfulness or impropriety be found in carrying out Section 15.1 and 15.2 and report to the supervisory office should such action not satisfactorily taken
  4. Summon a Council or General Assembly meeting as deemed necessary in order to bring forth the above case.
  5. Testify to fiscal state of the Society and activities and administration of the Council in front of the Chair the Council, the General Assembly, or the Council.
  6. Sign minutes of all General Assembly and Council meetings.
ARTICLE 4. GENERAL ASSEMBLY
Section 16. (Functions of the General Assembly) : General Assembly shall examine and vote on the following issues :
  1. Programs and settlement of accounts the current year
  2. Programs and budget for the coming year
  3. Appointment of the President and Auditors and approval of Chairs of Committees and Representatives
  4. Making amendments of the Constitution
  5. Issues deemed important by the Council and the Board of Representatives and
  6. All other issues deemed appropriate
Section 17. (General Assembly Meetings) :
  1. General Assembly meetings shall consist of the Regular and Special. The Regular meeting shall convene in the fall, and the Special meeting as summoned by the President.
  2. An agenda of all items to be brought before the Assembly for action shall be prepared by the President and distributed to all members at least 14 days before the meeting.
  3. The meeting shall examine and vote on only those stated in Section 17.2.
Section 18. (Quorum for General Assembly) :
A quorum shall consist of one tenth of total Regular membership of the Assembly. Approval shall be made by a simple majority of votes by attending members. In case of a tie, the President shall decide on the issue.
Section 19. (Summoning of Special General Assembly Meeting) :
  1. The President must summon a Special General Assembly meeting within 20 days when requests are made by:
    (1) a majority of Council members presenting purpose of such a meeting;
    (2) more than one-third of Representatives presenting purpose of such a meeting
    (3) the Auditor in accordance with Section 15. 4 or
    (4) at least one-tenth of total Regular members
  2. In case a Special meeting cannot be called because the President is unable to serve or evades such duty, it can be summoned by a majority of Council members, one-third of Representatives, or one-tenth of total Regular members with the approval of the supervisory office.
  3. In the event of Section 19.2, presided by the eldest member, an acting chairman shall be designated among the attending Council members.
Section 20. Chairman of the General Assembly meeting or members shall not be eligible to cast a vote on the issues regarding:
  1. assumption of or removal from the office of himself
  2. giving or receiving money or property on which his interest counters that of the Society
ARTICLE 5. THE COUNCIL
Section 21. (Functions) : The Council shall inspect and approve issues concerning:
  1. business plans and administration of the Society
  2. account settlement and budget; acquisition, selling and management of assets of the Society
  3. Constitution and bylaws of the Society
  4. appointment of officers and Chairs of Committees who are not officers
  5. approval of Representatives
  6. inspection of member qualifications
  7. awards
  8. establishment of committee
  9. dissolution of the Society and
  10. other important matters arising.
Section 22. (Summoning of Council meeting) :
  1. Council meetings shall be summoned by the President. A statement of purpose of the meeting shall be prepared by the President and distributed to all Council members at least 7 days before the meeting.
  2. Council meetings shall examine and vote on only those stated in Section 22.1. However, in case all Council members are present and agree, issues not included in the statement of purpose may be examined and voted upon.
Section 23. (Quorum) :
  1. A quorum shall consist of one-third of total Council members. Resolution shall be made by a simple majority of votes by attending members. In case of a tie, the President shall decide on the issue.
  2. Auditors and members of the Executive Committee may attend Council meetings and make a statement.
Section 24. (Special Council meetings) :
  1. The President must summon a Council meeting within 20 days when requests are made by:
    (1) a majority of Council members presenting a purpose of such a meeting or
    (2) Auditor in accordance with Section 15. 4.
  2. In case such a meeting cannot be called for more than 7 days because the President is unable to serve or evades the duty, it can be summoned by a majority of Council members with approval of the supervisory office.
  3. In the above case (19.2), presided by the eldest Council member, an acting chairman of the meeting shall be designated among the attending Council members.
Section 25. (Prohibition of documentary resolution) :
A documentary resolution shall not be accepted.
ARTICLE 6. BOARD OF REPRESENTATIVES
Section 26. (Installation) :
Board of Representatives shall be instituted in order to integrate opinions of all the members on various issues.
Section 27. (Functions) : The Board of Representatives shall:
  1. approve nomination of candidates for President and Chairs of Committees;
  2. perform tasks delegated by the Council;
  3. inspect business plans of the Society;
  4. advise on adoption of the Constitution and bylaws and making amendments;
  5. approve installation of committees;
  6. inspect budget and statement of accounts;
  7. approve dissolution of the Society; and
  8. advise on other matters of the Society
Section 28. (Election of the Representatives) :
The Board shall consist of the Representatives, who shall be appointed by the Executive Committee with nomination by three Representatives in accordance with the procedure specified in the Bylaw.
Section 29. (Term) :
Representatives shall serve for a term of three years.
Section 30. (Summoning of the Board of Representative meeting) :
Board of Representative meetings shall be called by the President. A statement of the purpose of the meeting shall be prepared by the President and distributed to all members al least 7 days before the meeting.
Section 31. (Quorum) :
A quorum shall consist of one-third of total Representatives. Approval shall be made by a simple majority of votes by attending members.
Section 32. (Representative Fee) :
Representatives shall pay an additional membership fee which shall be decided upon by the Board of Representatives.
ARTICLE 7. COMMITTEES
Section 33. (Committees) :
Committees including the Executive Committee shall perform tasks pertaining to all affairs of the Society in accordance with the Bylaw.
ARTICLE 8. ASSETS AND FINANCE
Section 34. (Expenditure) :
Expenditure of the Society shall be based on income derived from:
  1. fees from members and Representatives
  2. income derived from properties
  3. donations and
  4. other miscellaneous income
Section 35. (Fiscal year) :
The fiscal year of the Society shall be the calendar year commencing on the 1st day of January and ending on the 31st day of the following December.
Section 36. (Budget) :
The proposed budget for income and expenditure along with an activity plan shall be submitted 30 days before beginning of the new fiscal year to the supervisory office. The budget shall be reviewed by the Council and Board of Representatives and subject to referendum by the General Assembly meeting prior to the submission.
Section 37. (Membership Fee) :
Amount of membership fees shall be reviewed by the Council and Board of Representatives and voted upon in the General Assembly meeting. Regular members shall be allowed to pay a Lifetime Membership fee, management of which shall be in accordance with the Bylaws.
Section 38. (Finance) :
Management of the finance of the Society shall be as stipulated in the Bylaws.
Section 39. (Debt) :
Debt obligations or credit relinquishment not included in the budget shall be subject to referendum by the General Assembly and approval of the supervisory office.
ARTICLE 9. SUPPLEMENTARY RULES
Section 40. (Dissolution) :
Dissolution of the Society shall require resolution by a two-thirds majority of attending members of the Council and approval by a two-thirds majority of attending members of the Board of Representatives and the General Assembly and approval of the supervisory office.
Section 41. (Reversion of properties) :
In the event of dissolution of the Society, with approval of the supervisory office, title to and possession of all the property of the Society shall pass forthwith to such organization with the same or similar purpose or a national or local self governing body.
Section 42. (Amendments) :
Amendments to the Constitution may be proposed on resolution by two-thirds of attending Council members and pass referendum by the Board of Representatives and the General Assembly meeting, followed by approval of the supervisory office.
Section 43. (Details for enforcement of the Constitution) :
Details necessary for enforcement of the Constitution shall be subject to resolution passed by the Council.
Section 44. (Announcements) :
Types of information specified by the law and the following information shall be announced in daily newspapers or periodicals of the Society.
  1. changes in the title of the Society and location of its headquarters and
  2. information concerning affairs of the Society which the Council has decided to announce.
Additional Clauses:
  1. (Implementation) This Constitution shall become effective with approval of the supervisory office beginning the 1st of January, 1995.
  2. The Korean Society of Molecular and Cellular Biology which is presently a voluntary organization shall be considered to be established in accordance with this Constitution of a judicial entity.
  3. Amendments made prior to registration of the Korean Society of Molecular and Cellular Biology as a judicial entity are as follows.
    1. April 15, 1989: original Constitution adopted
    2. October 19, 1990: first Amendment made
    3. May 11, 1991: Second Amendment made
  4. This amended Constitution (Clauses 4 through 10, Section 21) shall become effective on the 1st of October, 1996.
  5. This amended Constitution (Article 1, Article 2, Article 7, Sections 1 and 6) shall become effective on January 1, 2001.
  6. This amended Constitution (Article 13 Sections 1) shall become effective in August, 2001.
  7. This amended Constitution (Article 13 Section 1) shall become effective in May, 2002.
  8. This amended Constitution (Article 11 Section 2, Article 13 Section 1) shall become effective in February, 2003.
  9. This amended Constitution (Article 11 Section 2) shall become effective in January, 2007.