Article 1 (Name) This corporation shall be called the Jeonnam Wind Power Industry Association (hereinafter referred to as the "Association").



Article 2 (Purpose) The purpose of the Association is to contribute to regional development, including job creation, by actively supporting the national policy to expand renewable energy in response to climate change and the policy of Jeollanam-do to foster the wind power industry, and thereby revitalizing the wind power generation business and related industries in Jeollanam-do.



Article 3 (Location) The office of the Association shall be located in the seat of the provincial government of Jeollanam-do (hereinafter referred to as the "Province"), and may be located elsewhere if necessary.



Article 4 (Undertakings) In order to achieve the purpose set out in Article 2, the Association shall carry out the following undertakings.

1. Collection and provision of information on domestic and overseas markets, policies and trends

2. Support for policy and institutional improvements to revitalize the wind power industry

3. Research on the fostering of regional industry and the development of the Association

4. Projects entrusted or designated by the government, local governments or related institutions

5. Leasing, operation and management of the property and other ancillary facilities of the Association

6. Other undertakings determined to be necessary by the Association

Article 5 (Types and Qualifications of Members) The members of the Association shall be classified into regular members and special members.

1. Regular members shall be businesses investing in the wind power generation industry within the Province, local governments such as Jeollanam-do, and institutions invested in or funded by the Province.

2. Special members shall be organizations and individuals related to the wind power industry other than regular members.



Article 6 (Roles of Members)

(1) Local governments and institutions invested in or funded by the Province shall provide administrative support for permits, licences and civil complaints for the smooth promotion of wind power projects within the Province, and shall endeavour to create the overall conditions for the smooth promotion of such projects.

(2) Companies participating in the operation, development and investment of wind power generation projects (hereinafter referred to as "wind power companies") shall give priority to the use of equipment, materials and infrastructure produced within the Province.

(3) Wind power companies shall endeavour to foster industry through the attraction of companies and the transfer of technology, and to achieve mutual development with neighbouring areas and residents.

(4) The members of the Association shall cooperate closely for mutual development and shall actively endeavour to create sound conditions for the wind power industry, including the prevention of reckless development and the enhancement of social acceptability.



Article 7 (Rights and Obligations of Members) The rights and obligations of members shall be as follows.

1. The right to vote and the right to be elected

2. The right to participate in wind power generation projects within the Province

3. Faithful payment of the membership fees of the Association

4. Compliance with the regulations of the Association and with matters resolved by the Association

5. Faithful participation in the various meetings of the Association and in the undertakings promoted by the Association

6. Administrative support from local governments for participation in wind power generation projects within the Province and for the projects promoted



Article 8 (Provisions on Membership Fees)

(1) The financial resources of the Association shall consist of the annual fees borne by members each year and of sponsorship contributions.

(2) The annual fees of members shall be as follows. However, they may be changed by a resolution of the regular general meeting where necessary.

1. Chair company: KRW 30 million

2. Vice-chair company: KRW 10 million

3. General member company (general enterprise): KRW 2 million

4. Jeollanam-do: KRW 30 million

5. Local government: KRW 2 million

6. University or research institute: KRW 2 million

7. Special member: KRW 1 million

(3) Membership fees shall be paid once a year, with the due date being the last day of March each year; where the last day falls on a public holiday, the immediately preceding business day shall apply. However, members joining on or after 1 September shall pay half of the membership fee for that year.

(4) The membership fees of special members, universities and research institutes appointed as required by the Association, such as for advisory purposes, may be waived.

(5) A person who has withdrawn from or been expelled from the Association may not claim the return of any membership fees already paid or of any other assets of the Association, and may not assert any rights acquired from the Association.



Article 9 (Joining, Withdrawal and Loss of Membership)

(1) A person who wishes to become a member of the Association shall submit an application form, obtain the approval of the Chair of the Association, and pay the membership fee.

(2) The Association shall notify the applicant of the result of the approval in writing and, once the membership is completed, shall inform all members.

(3) A member who wishes to withdraw shall submit that intention to the Association in writing, and withdrawal or expulsion shall be decided upon the approval of the Board of Directors. However, where a member with unpaid membership fees withdraws, membership may only be resumed upon payment of the full amount of the unpaid fees.

(4) A member shall lose membership in any of the following cases.

1. Where the member has applied for withdrawal

2. Where the member has been expelled under the provisions of the Articles of Incorporation



Article 10 (Expulsion of Members) Where any of the following circumstances arises with respect to a member of the Association, the member may be expelled by a resolution of the Board of Directors.

1. Where the member becomes subject to default or to a default moratorium agreement

2. Where the member applies for, or becomes subject to, bankruptcy, rehabilitation, corporate restructuring (work-out) or similar proceedings

3. Where the general meeting recognises that expulsion is necessary for the smooth performance of the business and for the operation of the secretariat, such as where there are problems in arranging financing

4. Where the member otherwise fails to perform the obligations under these Articles of Incorporation

Article 11 (Officers)

(1) The officers shall consist of one Chair of the Association, who is a director, not fewer than three and not more than ten Vice-Chairs, and one Auditor.

(2) The Chair of the Association shall be the President of the Jeonnam Development Corporation ex officio, and the Auditor shall be, on a non-standing basis, the head of the division in charge of wind power policy of Jeollanam-do ex officio; the Chair and the Auditor shall serve without remuneration.

(3) Vice-chair companies shall be qualified regular members, recommended through a separate recommendation committee, and appointed at the general meeting following a resolution of the Board of Directors; the recommendation committee shall consist of not more than five persons, including the Chair and the Auditor.

(4) Where a person elected as an officer retires from the relevant organisation or company, that person may be succeeded by a successor in accordance with a resolution of the Board of Directors.

(5) The term of office of officers shall be two years and may be renewed. However, an officer may be dismissed before the expiry of the term where the member withdraws or is expelled, or where the general meeting recognises that dismissal is necessary for the smooth operation of the secretariat; the term of office of an officer elected in a by-election shall be the remaining term.

(6) A person elected as an officer (an institution, company, organisation, and so forth) shall, according to its circumstances, designate and notify as its representative a person holding overall responsibility for its wind power business, and shall participate actively in the activities of the Association.



Article 12 (Duties of Officers)

(1) The Chair of the Association shall represent the Association and shall preside over the Board of Directors and the general meeting.

(2) The Chair of the Association shall second employees of the chair company for the smooth operation of the Association.

(3) Officers shall attend the Board of Directors to deliberate on and resolve matters concerning the affairs of the Association, and shall handle matters delegated by the Chair of the Association.

(4) Officers shall participate actively in all undertakings and activities carried out by the Association.

(5) In the event of a vacancy in the office of Chair of the Association, an officer elected by the Board of Directors shall act on behalf of the Chair.

(6) The Auditor shall audit the property and the overall operation of the Association and shall state opinions at the Board of Directors or the general meeting.

(7) Officers shall, as regular members, represent the companies to which they belong and shall have the same qualifications, rights and obligations as those companies.



Article 13 (Composition and Functions of the Board of Directors)

(1) The Board of Directors shall consist of the officers and shall perform the following functions.

1. Matters concerning the execution of business and the operation of business plans

2. Matters concerning the enactment, amendment and repeal of the various regulations

3. Matters concerning the convening of the general meeting and the agenda items to be submitted to it

4. Matters concerning the election of officers and of the Secretary-General

(2) A director may not deliberate on or vote upon a matter in which the director has a direct interest.



Article 14 (Convening and Resolutions of the Board of Directors)

(1) The Board of Directors shall be convened by the chairperson where the chairperson recognises it to be necessary or where two directors so request. However, with respect to agenda items relating to the status of the chairperson, the Auditor shall convene the Board of Directors and shall preside over it.

(2) When the Board of Directors is convened, the purpose, date, time and place of the meeting shall be determined and notified to the directors and the Auditor seven days before the meeting is held.

(3) A resolution on an agenda item of the Board of Directors shall be constituted by the attendance of at least two-thirds of the directors in office and shall be adopted with the consent of at least two-thirds of the directors present; the chairperson of the Board of Directors shall also exercise a voting right.

(4) Where a director is unable to attend the Board of Directors, the director may have a proxy attend the Board of Directors bearing a letter of proxy.

(5) The chairperson may submit agenda items that are minor or urgent to the Board of Directors in writing for resolution.

(6) Minutes shall be prepared with respect to the proceedings of the Board of Directors, shall be signed and sealed by the directors and the Auditor present, and shall be preserved permanently; the results of the meeting shall be notified to the members in writing.

Article 19 (Purpose) The Association shall establish and operate a secretariat for the management of members and the smooth performance of its undertakings.

Article 20 (Composition)
(1) The secretariat shall consist of approximately ten persons, including employees seconded by member companies and full-time staff, and the number of personnel may be operated flexibly according to the progress of the business.
(2) The Secretary-General shall be appointed by the Chair of the Association following a resolution of the Board of Directors, and the term of office shall be two years, renewable with the approval of the Chair of the Association.
(3) The Secretary-General may receive employees seconded from member companies, or have them take exclusive charge of certain duties, for the smooth performance of the work of the secretariat.
(4) The Chair of the Association shall second the head of the energy division of the chair company involved in the promotion of the business as a non-standing Director of External Cooperation.

Article 21 (Roles) The secretariat shall perform the following roles.
1. Establishment of the business plan of the Association and promotion of resolved matters
2. Management of members (joining, withdrawal, imposition of membership fees, and so forth)
3. Matters concerning the budget and the settlement of accounts of the Association
4. Research (including commissioned research) for the establishment of measures to revitalize the wind power industry
5. Support for the promotion of wind power generation projects within the Province
6. Support for attracting wind power generation facilities and companies producing parts, equipment and materials to the Province

Article 22 (Business Plan and Budget) The secretariat shall establish a business plan and a budget and obtain the approval of the general meeting.
1. The business plan shall be prepared in detail, including the related required budget.
2. The secretariat shall prepare the business plan and request the approval of the general meeting within three months of the commencement of the fiscal year.
3. Matters concerning the execution of the budget shall follow Appendix 1.

Article 23 (Remuneration of Staff and Other Matters) General matters concerning the organisation and fixed number of the staff of the secretariat, remuneration (salaries), service and personnel affairs shall follow the Labor Standards Act, and separate regulations on the organisation and on the operation of the secretariat shall be established on that basis and operated with the consent of the Board of Directors.

Article 24 (Funding of Finances) The finances of the Association shall be funded as follows.
1. Membership fees
2. Contributions
3. Sponsorship contributions
4. Donations
5. Other revenues

Article 25 (Fiscal Year) The fiscal year of the Association shall run from 1 January to 31 December each year.

Article 26 (Business Results and Settlement of Accounts)
(1) Upon the close of the fiscal year, the business results and the settlement of accounts shall be prepared and approved by the general meeting.
(2) An audit report shall be attached to the settlement of accounts report.

Article 27 (Surplus and Treatment of Losses) Any surplus from the settlement of accounts shall be appropriated to cover losses, and the balance shall be carried forward or set aside as a reserve.

Article 28 (Confidentiality) No officer or employee of the Association, nor any person who has performed such duties, shall divulge or misappropriate any secret obtained in the course of performing those duties.

Article 29 (Dissolution)
(1) Where the Association is to be dissolved, dissolution shall be resolved at the general meeting with the approval of at least two-thirds of all members.
(2) Upon dissolution of the Association, the residual assets shall revert to the local government that originally planned the establishment of the Association (Jeollanam-do) or to another non-profit corporation with a similar purpose.

Article 30 (Other Matters)
(1) The Association shall not engage in political activities such as supporting a particular political party or a candidate for elected office.
(2) The Association shall disclose on its website its finances, business results and plans, and the annual amount of donations raised and the results of their use.

Article 31 (Establishment of Regulations) Detailed matters necessary for the implementation of these Articles of Incorporation shall be provided for in separate regulations following a resolution of the Board of Directors.

Article 32 (Application Mutatis Mutandis) Matters not provided for in these Articles of Incorporation shall be governed mutatis mutandis by the provisions of the Civil Act concerning incorporated associations and by the Rules on the Establishment and Supervision of Non-Profit Corporations under the jurisdiction of the Ministry of Trade, Industry and Energy (Ministry of the Interior) and its affiliated agencies.

These Articles of Incorporation shall take effect from the date of their resolution.

The affairs of the Jeonnam Wind Power Generation Association shall be transferred to the Jeonnam Development Corporation.

These Articles of Incorporation shall take effect from the date of their resolution. However, the provisions on membership fees under Article 8 shall apply from 1 January 2018.