ARTICLES OF INCORPORATION OF KOREA TRADE INSURANCE CORPORATION

Transcription

1 The English translation of the Articles of Incorporation of Korea Trade Insurance Corporation is prepared for reference purposes only. The Korean language version shall be binding and enforceable on all parties. In no event shall K-sure be held responsible for any discrepancy between the Korean language version and the English translation thereof. ARTICLES OF INCORPORATION OF KOREA TRADE INSURANCE CORPORATION Enacted on June 18, 1992 Amended on November 5, 1994 January 31, 2000 June 22, 2001 April 12, 2004 December 26, 2006 October 1, 2007 June 22, 2010 August 26, 2014 January 1, 2015 CHAPTER 1. GENERAL PROVISIONS Article 1 (Purpose) The purpose of K-sure is to promote trade and overseas investment of Korea in order to enhance the national competitiveness and contribute to the development of the national economy by efficiently operating the trade insurance system covering the risks arising in relation to trade or other cross-border transactions of Korean enterprises. Article 2 (Name) (1) K-sure is established pursuant to the Trade Insurance Act (the Act ) and shall be named in Korean as Hankook Mooyeok Boheom Gongsa. (2) The full English name of K-sure shall be Korea Trade Insurance Corporation ( K-sure ). 1

2 Article 3 (Legal Entity) K-sure shall be a special statutory corporation without any share capital. Article 4 (Locations of Head Office, Branch Offices, Sub-branches, and Agents) (1) K-sure shall have its head office in Seoul, Korea. (2) If necessary, K-sure may have domestic and overseas branches, sub-branches, other offices, resident representatives and agents. (3) The division of K-sure responsible for maritime finance will be located in Busan Metropolitan City. Article 5 (Revision of the Articles of Incorporation) If K-sure intends to make any amendment to these Articles of Incorporation, it shall obtain permission from the Minister of Trade, Industry and Energy upon a resolution from the Management Committee. CHAPTER 2. MANAGEMENT COMMITTEE Article 6 (Organization of the Management Committee) The Management Committee (the Committee ) shall be organized in accordance with Article 15 of the Enforcement Decree of the Act. Article 7 (Matters Subject to Resolution by the Committee) The matters subject to resolution by the Committee shall be as described in accordance with Article 43(2) of the Act and Article 14 of the Enforcement Decree of the Act. Article 8 (Gathering of the Committee) (1) The president shall convene the meetings of the Committee. (2) When the chairman of the Committee is unable to perform his/her duties, his/her duties shall be performed by a member in the order designated in advance by the chairman. (3) If a majority of the registered members request a meeting of the Committee, the chairman of the Committee shall convene the meeting without delay. Article 9 (Resolution Method) The Committee shall have a quorum with attendance by a 2

3 majority of the total members and shall make a decision by the affirmative vote of a majority of the members present, provided that the chairman may, if necessary, adopt a written resolution without the convocation of the Committee. Article 10 (Restriction on Exercise of Voting Rights) No member of the Committee shall exercise his/her voting rights in connection with an item that involves his/her interests. Article 11 (Special Cases on the Authority of the Committee) (1) When an immediate action is needed in case of war, disaster or other similar national emergency which makes it impossible to convene a meeting of the Committee, the president may take necessary measures within the scope of the authority of the Committee, subject to approval from the Minister of Trade, Industry and Energy. (2) The president shall, when he has taken a measure under paragraph (1), convene a meeting of the Committee without delay, and report the outcome of such measure thereto. (3) The Committee may confirm, modify, suspend or revoke any measures taken under paragraph (1). Article 12 (Participation in Meeting) A director or/and a statutory auditor of K-sure may attend and speak in the meetings of the Committee. Article 12-2 (Minutes) (1) The head of the department responsible for proceedings of K-sure shall attend the meetings of the Committee and prepare minutes, in which the chairman of the Committee and the head shall print his/her name and affix the impression of his/her seal on, or sign, the minutes. (2) The minutes shall be made in duplicate; and one (original) shall be kept for perusal and the other (copy) shall be stored at a place separately designated by the chairman of the Committee. Article 12-3 (Allowance and Travel Expenses) The members present at a meeting of the Committee may be given extra pay and travel expenses; provided, however, that, the Enforcement Guideline for Government Budget and Fund Management Plan shall be applicable to the payment of extra pay or travel expenses to those members who are 3

4 government employees. Article 13 (Detailed Rules of Operation) Necessary matters concerning the operation of the Committee, other than those provided in these Articles of Incorporation, shall be determined by the chairman of the Committee, subject to a resolution of the Committee. CHAPTER 3. Board of Directors Article 14 (Board of Directors) (1) K-sure shall have a Board of Directors. (2) The Board of Directors shall review and resolve the following matters and stipulate the matters necessary to perform its own duties: 1. Management goals, budgets and operation plans; 2. Use of reserve expenses and carryover of budget; 3. Settlement of accounts; 4. Acquisition and disposition of fundamental property; 5. Long-term loans, issuance of corporate bonds and repayment plans for such debts; 6. Capital investments and contributions to other companies and organizations; 7. Guarantee of indebtedness incurred by other companies and entities (not including any guarantee with respect to the trade insurance business); 8. Amendment to these Articles of Incorporation; 9. Establishment of internal regulations and amendment thereto; 10. Remunerations of executive officers and employees; 11. Resolutions of the Management Committee; 12. Matters subject to a resolution of the Board of Directors under laws and regulations; 13. Matters which the president deems to require a resolution of the Board of Directors; and 14. Other matters which the Board of Directors deems to require a resolution of the Board of Directors. (3) The president shall report the following matters to the Board of Directors: 1. Matters indicated by means of (i) audits on state affairs by the National Assembly, (ii) accounting audits performed pursuant to Article 43(1) (Submission of Settlement 4

5 Statements) of the Act on the Management of Public Institutions, or (iii) audits by the Board of Audit and Inspection of Korea performed pursuant to Article 52 (Audits of the Board of Audit and Inspection) of the same Act, the measures taken to remedy such matters and the results of such measures. 2. The results of collective bargaining and the amount of budgets spent on such collective bargaining (only applicable when an agreement is executed based on the collective bargaining). 3. Any other matters the Board of Directors requires the president to report to the board. Article 15 (Organization) (1) The Board of Directors shall consist of the president and the directors. (2) The chairman of the Board of Directors shall be the president. Article 16 (Meetings) (1) The meetings of the Board of Directors shall be convened by the president or at request of 1/3 or more of the registered directors, and the president shall preside over the meetings. (2) The Board of Directors shall resolve a decision by a majority of the registered directors. (3) The president or a director who is specially interested in any agenda of the Board of Directors shall not participate in the resolution of such agenda. In this case, any director not participating in such a resolution shall not be counted as a registered director for purposes of paragraph (2). (4) The statutory auditor may attend and make statements at a meeting of the Board of Directors. (5) The Board of Directors may permit some or all of the directors to attend a meeting of the Board of Directors by use of communication methods simultaneously receiving and transmitting video and audio when such directors are unable to physically be present at the meeting. In this case, such directors shall be deemed to have attended the meeting. Article 17 (Senior Non-standing Director) (1) K-sure shall have one senior non-standing director. (2) The senior non-standing director shall be elected among the non-standing directors. (3) The senior non-standing director shall be unbiased and have ample knowledge and 5

6 experience in the operation and management of public institution and the management thereof and shall qualify under Article 11(2) (Organization of Management Committee) of the Enforcement Decree on the Management of the Public Institution. (4) The senior non-standing director may convene and preside over the meetings of nonstanding directors to discuss agendas of the Board of Directors and other matters pertaining to the operation of K-sure. (5) The president shall provide necessary support for the senior non-standing director to perform his/her duties under paragraph (4). Article 18 (Request for Dismissal and Others) (1) In the event that the Board of Directors deems that an action of the president violated law or these Articles of Incorporation of K-sure or neglected his/her duties to result in a clear interference with the performance of his/her duties as president, the Board may resolve on the dismissal of the president and request the Minister of Trade, Industry and Energy to dismiss the president. (2) If deemed necessary, two or more non-standing directors may jointly sign a request to the statutory auditor to audit a specific item related to the operation of K-sure. In this case, the statutory auditor shall respond to the request unless there is a special reason not to comply. (3) To perform his/her duties as a director, the non-standing director may request to the president for any necessary information. In this case, the president shall respond to the request unless there is a special reason not to comply. CHAPTER 4. EXECUTIVE OFFICERS AND EMPLOYEES Article 19 (Executive Officers) (1) K-sure shall have eleven (11) or less directors, including one (1) president, and one (1) statutory auditor as its executive officers. (2) The directors shall be classified into standing and non-standing directors. (3) The number of standing directors shall be less than 1/2 of the total number of the directors, including the president. (4) The post of the statutory auditor shall be standing. 6

7 Article 20 (Appointment of Executive Officers) (1) The President of Korea shall appoint the president upon request by the Minister of Trade, Industry and Energy among multiple candidates nominated by the Officer Nomination Committee pursuant to Article 22. (2) The president shall appoint the standing directors. (3) The Minister of Trade, Industry and Energy shall appoint the non-standing directors of K- sure among multiple candidates nominated by the Officer Nomination Committee. (4) The President of Korea shall appoint the statutory auditor upon request by the Minster of Strategy and Finance among multiple candidates nominated by the Officer Nomination Committee and reviewed/approved by the Management Committee on Public Institutions. Article 21 (Terms of Executive Officers) (1) The term of the president shall be three years and the terms of the directors and the statutory auditor shall be two years, respectively. (2) Upon the completion of the applicable term, each executive officer may be appointed to serve a one-year unit consecutive terms. (3) In the event of vacancy of an executive officer, a replacement executive officer shall be appointed, provided that his/her term shall be the term stipulated in paragraph (1). (4) In the event that an officer is to serve a consecutive term as referred in paragraph (2), nomination by the Officer Nomination Committee shall not be required. (5) In the event that the president serves consecutive terms pursuant to paragraph (2), a new service agreement shall be entered into pursuant to Article 23(3). In this case, nomination by the Officer Nomination Committee pursuant to Article 23(2) shall not be required. (6) An executive officer whose term has expired shall continue to serve his/her term until his/her successor is appointed. Article 22 (Officer Nomination Committee) (1) K-sure shall have an Officer Nomination Committee to nominate candidates for executive officers and deliberate on the draft service agreement with a president candidate set out in Article 23. (2) The Board of Directors shall determine the matters necessary for the organization and operation of the Officer Nomination Committee. 7

8 Article 23 (Service Agreement with President) (1) In relation to the appointment of the president, the Board of Directors shall prepare a draft of a service agreement that includes detailed management goals to be achieved by the president during his/her term and remuneration and shall notify the said draft to the Officer Nomination Committee. In this case, the president cannot participate in the meetings of the Board of Directors determining such draft service agreement. (2) Upon receipt of the draft service agreement set out in paragraph (1), the Officer Nomination Committee shall discuss the terms and conditions of the service agreement with the person nominated as a president candidate and notify the result to the Minister of Trade, Industry and Energy. In this case, the Officer Nomination Committee may amend part of the terms and conditions of the service agreement when needed to consult with the president candidate. (3) The Minister of Trade, Industry and Energy shall execute the service agreement with the person appointed as the president in form of the draft service agreement set out in paragraph (2). In this case, the Minister of Trade, Industry and Energy may modify the terms and conditions of the draft service agreement set out in paragraph (1) and paragraph (2) through consultation with the person appointed as the president. (4) The president and the Minister of Trade, Industry and Energy may agree to modify the terms and conditions of the service agreement after entering into such agreement pursuant to paragraph (3) upon the occurrence of an inevitable event. (5) The president may enter into a performance agreement with each standing director, may evaluate his/her performance, and may terminate the standing director upon evaluating his/her performance in the event of his/her unsatisfactory performance. Article 24 (Duties of Executive Officers) (1) The president shall represent K-sure, exercise general control over its business and be responsible for the management outcomes of K-sure during his/her term. (2) The standing directors shall assist the president and shall perform their duties as allocated by the president. (3) The president shall not represent K-sure for the matters in which he/she has conflict of interest. In such a case, the statutory auditor shall represent K-sure. 8

9 (4) When the president is unable to perform his/her duties due to any inevitable cause, a standing director in the order designated by the organizational regulations of K-sure shall perform the duties of the president. If such standing director is unavailable or incapable to perform such duties, the senior non-standing director followed by the non-standing director next in line in seniority and then by age shall perform the duties of the president. (5) The directors shall review the agendas of the Board of Directors and participate in resolutions. (6) The statutory auditor shall audit the business and accounts of K-sure and shall submit his/her reports to the Board of Directors. (7) The president shall provide necessary support to the statutory auditor to perform his/her duties including the hiring and assigning of employees for audits. Article 25 (Criteria for Remuneration of Officers) (1) The criteria for remuneration of the executive officers of K-sure shall be determined by the Board of Directors by considering the following factors: 1. President: The management outcomes of K-sure and the terms of the service agreement set out in Article 23(3) and(4) and the level of performance thereof; 2. Standing directors: The management outcomes of K-sure and evaluation of his/her performance pursuant to the performance agreement set out in Article 23(5); and 3. Statutory auditor: Evaluation result of his/her performance pursuant to Article 36 (Evaluation of Performance of the Non-Standing Directors and Auditor) of the Act on the Management of Public Institutions. (2) The criteria for remuneration of the non-standing directors shall be determined separately. (3) Any interested executive officer shall not participate in the meetings of the Board of Directors convened to determine the criteria for remuneration of executive officers pursuant to paragraph (1). Article 26 (Disqualification of Executive Officer) (1) Any person to whom any of the following is applicable shall be disqualified as an executive officer of K-sure: 1. A person who is not a Korean nationals; 2. A person to whom any of the provisions of Article 33 (Cause of Disqualification) of the 9

10 State Public Officials Act is applicable; and 3. Any person who was dismissed due to the following provisions within the past three years: Article 22(1) (Request of Dismissal and Others), Article 31 (6) (Contract with the Head of the Institution and Others), Articles 35 (2) and (3) (Responsibility of Director, Auditor and Others), Article 36 (2) (Evaluation of Work Performance of a Non-standing Director and Auditor) and Articles 48 (4) and (8) (Evaluation of Management Performance) of the Act on the Management of Public Institutions. (2) If any provision of paragraph (1) becomes applicable to an executive officer or such executive officer is found to have been applicable to such officer at the time of his/her appointment, he/she shall automatically be dismissed. (3) Any act that the dismissed officer under paragraph (2) undertook before his/her dismissal shall be valid. Article 27 (Responsibilities of the Directors and Statutory Auditor) (1) The provisions of Article (Good Faith Obligation of the Directors), Article (Confidentiality Obligation of the Directors), Article 399 (Responsibilities to the Company) and Article 401 (Responsibilities to a Third Party) of the Commercial Code shall be applied to the directors of K-sure. (2) The provisions of Article 414 (Responsibility of the Statutory Auditor) of the Commercial Code shall be applied to the statutory auditor of K-sure. Article 28 (Limitation in Holding Concurrent Posts) (1) A standing executive officer or an employee of K-Sure shall not concurrently engage in a business for profit while serving his/her post at K-sure. (2) A standing executive officer or an employee of K-sure may hold a non-profit job, if, in the case of a standing executive officer, the person having the authority to appoint or nominate the applicable executive officer approves and, in the case of an employee, the president approves. Article 29 (Guaranteed Term of Executive Officer) An executive officer of K-sure shall not be dismissed involuntarily except due to any of the following reasons: 1. A violation of the Act or the Enforcement Decree of the Act or these Articles of 10

11 Incorporation; 2. An intentional or grossly negligent act resulting in losses to K-sure; 3. Psychological or physical impairment rendering the applicable executive officer very difficult or unable to serve his/her duties; 4. Application of Articles 26(1)1 or 26(1)2; and 5. Dismissal pursuant to Article 22(1) (Request for Removal, etc.); Article 31(6) (Agreement with Institution Head, etc.); Articles 35(2) and (3) (Liabilities, etc. of Directors and Auditors); Article 36(2) (Evaluation of Actual Performance of Duties of Non-Standing Directors and Auditors); and Articles 48(4) and (8) (Management Performance Evaluation) of the Act on the Management of Public Institutions. Article 30 (Appointment of Agents) The president may appoint an executive officer or employee of K-sure as an agent authorized to perform all judicial or non-judicial acts in connection with the business of K-sure. Article 31 (Appointment of Employees) The president shall appoint and dismiss the employees of K-sure. Article 32 (Treatment as Government Employees in Penal Application) The executive officers and employees of K-sure and the members of the Officer Nomination Committee who are not government employees shall be deemed as government employees for purposes of Article 129 (Acceptance of Bribery and Advance Acceptance) through Article 132 (Acceptance of Bribery through Good Offices) of the Criminal Code. CHAPTER 5 DUTIES AND ENFORCEMENT Article 33 (Scope of Business) (1) K-sure shall engage in each of the following activities to achieve the purposes set out in Article 1: 1. Underwriting of trade insurance products (including foreign exchange risk insurance and interest rate risk insurance) and co-insurance and reinsurance for such products; 2. Provision of export credit guarantee and import credit guarantee for the importation of 11

12 raw materials for export products; 3. Management and operation of the Trade Insurance Fund (the Fund ); 4. Credit survey and management of credit information; 5. Business incidental to the activities set out in subparagraphs 1 through 4 above; 6. Other work entrusted by the government of Korea; 7. Provision of insurance products covering the risk of the loss with respect to reliability of parts and materials; and 8. Collection of debt. (2) In addition to the business activities set out in paragraph (1), K-sure may undertake work that K-sure is designated to perform under the laws of Korea. Article 34 (Management of the Fund) The Fund will be managed through any of the following ways; provided, however, that the purchase of securities set out in subparagraph 4 will not be taken without the approval of the Minister of Trade, Industry and Energy: 1. Deposits to financial institutions; 2. Purchase of government bonds, local government bonds or securities listed on a securities exchange; 3. Purchase of securities issued or guaranteed for payment by financial institutions or entities established under special statutes; 4. Purchase of securities other than those set out in subparagraphs 2 or 3 above; and 5. Any other ways that the Minister of Trade, Industry and Energy determines after consultation with the Minister of Strategy and Finance. Article 35 (Borrowing against Funds) (1) If it is deemed necessary to pay insurance proceeds, etc. K-sure may borrow money or take bridge financing at the expense of the Fund, with the prior approval of the Minister of Trade, Industry and Energy from the government of Korea, the Bank of Korea, or financial institutions under Article 3(1) of the Banking Act, foreign governments, foreign financial institutions, international financial institutions and other persons. (2) Any bridge financing set out in paragraph (1) shall be repaid within the applicable fiscal year. 12

13 Article 35-2 (Trade Insurance Fund Bond) K-sure may issue a trade insurance fund bond pursuant to Article 34-2 of the Act and Article 3-2 through Article 3-14 of the Enforcement Decree of the Act. Article 36 (Contributions, etc. to Corporations) If necessary for investigation, research or similar activities undertaken in connection with the duties prescribed under Article 33, K-sure may make contributions (including equity investments) or provide loans to Korean corporations or foreign corporations (including foreign corporations invested by Korean citizens) upon approval from the Minister of Trade, Industry and Energy. Article 37 (Operation Handbook) With respect to the business of K-sure under the provision of Article 33(1), K-sure shall prepare an operation handbook setting out the following matters and shall receive approval from the Minister of Trade, Industry and Energy therefor upon a resolution by the Committee: 1. Matters related to the execution of insurance policies for each type of trade insurance; 2. Matters related to the payment of insurance proceeds and ex-post management thereof; 3. Matters related to the management and operation of the Fund; and 4. Other important matters relating to K-sure s business activities. CHAPTER 6 ACCOUNTING Article 38 (Fiscal Year) The fiscal year of K-sure shall follow the fiscal year of government of Korea. Article 39 (Budget) For each fiscal year, K-sure shall compile a revenue and expenditure budget along with a trade insurance business plan, a funding plan, an estimated statement of earnings and losses and an estimated balance sheet and obtain approval thereon from the Minister of Trade, Industry and Energy prior to the commencement of each fiscal year. Article 40 (Revised Supplementary Budget) If any revision to the approved budget is required due to a cause after establishment of a budget, K-sure shall prepare a revised supplementary budget and shall obtain approval thereon from the Minister of Trade, Industry 13

14 and Energy. Article 41 (Reserve Expenses) (1) K-sure may appropriate the budget with reserve expenses in order to fund unpredictable expenditures not specified in the budget or expenditure exceeding the budget. (2) When using the reserve expenses under Article 41(1), approval from the Minister of Trade, Industry and Energy shall be obtained upon a resolution of the Board of Directors. Article 42 (Severance Pay) K-sure may pay severance pay to its retiring executive officers and employees. Article 43 (Expenses for Research and Overseas Dispatch) K-sure may provide financial support for research and overseas dispatch to its outstanding employees or specialized research institutions. Article 44 (Settlement of Accounts) (1) K-sure shall, after the settlement of accounts and within two (2) months after the end of each fiscal year, shall obtain approval from the Minister of Trade, Industry and Energy, provided that to obtain such approval, it shall attach to the application for the approval a trade insurance business execution report, a Fund operation report, a balance sheet, a statement of earnings and losses and other documents necessary to clarify the details of the settlement. (2) When the approval under paragraph (1) is obtained, K-sure shall make a public notification thereof and keep such documents for public perusal at its head office, branch offices, sub-branch offices and its agent offices. Article 45 (Disposition of Earnings) When there is any profit after the settlement of accounts, K-sure shall reserve the entire amount. Article 46 (Conservation of Loss) When K-sure incurred any loss after the settlement of accounts, K-sure shall cover the loss with the reserve amount under Article 45 for each fiscal year and when such reserve amount is insufficient to cover the losses, the government of Korea shall indemnify the remainder of such losses. 14

15 CHAPTER 7 SUPPLEMENTARY PROVISIONS Article 47 (Methods of Public Announcement) The public announcements of K-sure shall be placed on one or more daily newspapers published in Seoul, Korea or on the website of K- sure. Article 48 (Management Notification and Presentation of Customer Charter) K-sure shall place notification on the details of its management and the charter on customer services on its website and place any necessary documents thereof in its offices. Article 49 (Assignment) K-sure may assign part of its business to another agency. Article 50 (Advisors and Part-Time Workers) If necessary to carry out its business, K-sure may hire Korean or foreign nationals as its advisors or part-time consultants. ADDENDA (Enactment) Article 1 (Enforcement Date) These Articles of Incorporation shall be implemented from the date of establishment of K-sure. Article 2 (Action Taken) (1) The first fiscal year of K-sure shall be the period between the establishment date of K-sure and December 31, (2) Until an operation handbook is prepared under Article 34, such handbook shall be substituted by the Regulations on the Transaction of Export Insurance Business (the Ministry of Commerce and Industry Directive No. 191, July 27, 1989) and the Regulations on the Management of Export Insurance Fund (the Ministry of Commerce and Industry Directive No. 192, December 16, 1989); provided that in the Regulations on the Transaction of Export Insurance Business and the Regulations on the Management of Export Insurance Fund, the Export-Import Bank of Korea and the president of the Export-Import Bank of Korea shall be deemed to read the Korea Export Insurance Corporation and the president of Korea 15

16 Export Insurance Corporation, respectively. (3) The organizational regulations resolved by the Establishment Committee and approved by the Minister of the Commerce and Industry at the time of establishment of K-sure shall be deemed to be finalized by these Articles of Incorporation. (4) All the acts done by the Establishment Committee and the chairman of the Establishment Committee at the time of establishment of K-sure shall be deemed to have been done by the Board of Directors and the president of K-sure. Article 3 (Affixation of Seal of the Establishment Committee) All the members of the Establishment Committee have prepared these Articles of Incorporation and entered their names therein by affixing their seals in accordance with Article 4(2) of the Addenda of the Act, as follows: June 18, , Yoido-dong, Youngdungpo-gu, Seoul, Korea Chairman of the Establishment Committee of K-sure Lee Dong-hoon 1, Jungang-dong, Gwacheon-si, Gyeonggi-do, Korea Assistant Deputy Minister of Economy and Planning Gang Bong-gyun 1, Jungang-dong, Gwacheon-si, Gyeonggi-do, Korea 2nd Assistant Deputy Minister of Finance Lee Hwan-gyun 1, Jungang-dong, Gwacheon-si, Gyeonggi-do, Korea 1st Assistant Deputy Minister of Commerce and Industry Yoo Deuk-hwan 16-1, Yoido-dong, Youngdungpo-gu, Seoul, Korea Executive Director of the Export-Import Bank of Korea Lee Hak-seong 16

17 ADDENDA (1) These Articles of Incorporation shall take effect on November 4, ADDENDA (2) Article 1 (Enforcement Date) These Articles of Incorporation shall take effect on January 31, Article 2 (Action Taken on Term of Statutory Auditor) The term of the statutory auditor who holds office at the time of entry into force of these Articles of Incorporation shall be determined pursuant to the previous provisions, notwithstanding the amendment to Article 20. ADDENDA (3) These Articles of Incorporation shall take effect on June 22, ADDENDA (4) These Articles of Incorporation shall take effect on April 12, ADDENDA (5) These Articles of Incorporation shall take effect on December 26, ADDENDA (6) These Articles of Incorporation shall take effect on October 1, ADDENDA (7) 17

18 These Articles of Incorporation shall take effect on July 6, ADDENDA (8) These Articles of Incorporation shall take effect on August 26, ADDENDA (9) These Articles of Incorporation shall take effect on January 1,