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CONSTITUTION
OF
IPPAN SHADAN HOJIN JAPAN-BRITISH SOCIETY

ńÍīĺ

Chapter I General

Art. 1 (Name of the Society)
The name of the Society shall be °»Ippan Shadan Hojin Nichiei Kyokai°… or °» The Japan-British Society°… in English (referred to below as the Society: known for short as JBS).

Article 2 (Location of Office)
1. The main office of the Society shall be in Chiyodaku, Tokyo, Japan
2. The Society may establish or close branch office(s) as necessary or may change its location, if so resolved by the Board.

Article 3 (Object of the Society)
The object of the Society shall be to promote friendly relations and to enhance mutual understanding between Japan and Britain through cultural exchange between the two countries.

Article 4 (Activities of the Society)
1. To achieve the object stipulated in the preceding article, the Society shall conduct the following activities:
(1) To provide information on the political, economic and cultural scenes in Japan and Britain and to hold seminars and forums on related studies and researches.
(2) To promote and support grass-roots exchange programs between Japan and Britain through events held by cooperation between the peoples of the two nations, and to organise and hold receptions and gatherings of goodwill and friendship.
(3) To publish a monthly newsletter and other publications.
(4) To conduct other activities deemed necessary to achieve the object of the Society.
2. For the purposes of Paragraph 1. above, the Society may conduct its activities both in Japan and abroad.

Chapter II Membership

Article 5 (Members)
The Members of the Society shall be as follows:
Regular Members shall be the members stipulated in °»Ippan Shadan Hojin oyobi Ippan Zaidan Hojin nikansuru Horitsu°… (hereinafter referred to as °»General Corporation Law°…).
Corporate Members shall each be counted as one member.
(1)Regular Members (seven categories)
°¶Ordinary Member (Individual of 30 years old and over)
°¶Family Member (Member and spouse)
°¶Junior Member (Individual member under 30 years old)
°¶Junior Family Member (Junior Member and spouse)
°¶Life Member (Individual member who has paid the prescribed life-time membership fee)
°¶Life Family Member (Life Member and spouse)
°¶Corporate Member (Corporation which has paid the prescribed corporate membership fee)
(1)Designated Member (Individuals designated by Corporate Members. Corporate Members are entitled to designate 5 individuals per one fee unit)
(2)Designated Family Member (Spouse of Designated Member who has paid the prescribed membership fee)
(3)Honorary Member (Individual Members recommended by the Board to be exempt from the payment of the annual membership fee)

Article 6 (Application for membership)
1. Applicants for membership shall be required to complete an application form as prescribed by the Board.
2. Application for membership shall be considered by the Board based on criteria prescribed in regulations of the Society on admission and resignation of members approved by the General Meeting and the result shall be notified to the applicant accordingly.

Article 7 (Admission and Membership Fee)
To cover the operating expenses of the Society, the Members of the Society shall pay Admission and Annual Fees (if any), as prescribed in the regulations of the Society pertaining to fees approved by the General Meeting.

Article 8 (Disqualification as Member)
Members will lose their membership status in any of the following cases.
(1)If they resign from the Society.
(2)If they are placed under legal guardianship.
(3) If they die or are declared as a missing person, or their organisation no longer exists.
(4) If they fail to pay the annual fee or discharge any other financial obligation to the Society for more than two years.
(5) If they are expelled from the Society.
(6) If all of the Regular Members agree.

Article 9 (Resignation)
Members may resign from the Society by submitting to the Society a resignation form in the form prescribed by the Board.

Article 10 (Expulsion from the Society)
1. Members may be expelled from the Society by a resolution of the General Meeting by the majority, stipulated in Article 18 Paragraph 2 of this Constitution, for any of the following reasons. The relevant member shall be informed of the reason for the expulsion at least one week prior to the General Meeting and shall be given the opportunity to defend him (her)self at the General Meeting.
(1) Violation of the Constitution or regulations of the Society.
(2) Conduct damaging to the reputation of the Society or contrary to the object of the Society.
(3) Any other due reason.
2. The result of the resolution of the General Meeting shall be notified to the relevant member.


Article 11 (Rights and Obligations of Disqualified Member)
1. Members disqualified by reason of Article 8 above shall forfeit any right as a member of the Society and shall be discharged from any obligation arising thereafter but shall not be released from unperformed obligations arising before disqualification.
2. The Society shall not be obliged to return fees, donations or other dues paid before disqualification.

Chapter III General Meeting
Article 12 (Constitution)
1. Regular Members shall constitute the General Meeting.
2. Voting rights at General Meetings shall be one vote for each Regular Member except for Corporate Members, the number of voting rights of which shall be decided by dividing the amount of the annual fee paid by them by the fee payable by Regular Members and rounding down to the nearest whole number.


Article 13 (Authority)
The General Meeting shall decide on:
(1) Election and dismissal of officers.
(2) Amendment to the Constitution of the Society.
(3) Approval of the Activity report and Accounts for each Financial Year.
(4) Criteria for admission of Members and the amount of Membership Fees.
(5) Expulsion of Members.
(6) Long term borrowing and disposal or acquisition of principal assets.
(7) Dissolution and disposal of residual assets of the Society.
(8) Merger or transfer of whole or part of the Activities of the Society.
(9) Any other matters stipulated in the General Corporation Law or in this Constitution.

Article 14 (Ordinary and Extraordinary General Meeting)
1. This Society shall hold Ordinary and Extraordinary General Meetings.
2. An Ordinary Meeting shall be convened within three months after closing of each Financial Year.
3. An Extraordinary Meeting shall be convened in the following cases:

(1) By resolution of the Board.
(2) At the request, in writing and stating the reason for and objective of the meeting, by Regular Members representing more than 1/5 (one fifth) of the total voting rights of the Society.
4. Regular Members requesting the convening of a General Meeting pursuant to Paragraph 3 (2) above may, with permission from the court, convene a General Meeting when
(1) No step has been taken to convene a General Meeting or
(2) Notice of a general meeting to be held within six weeks from the date of the request has not been given.

Article 15 (Convocation)
1. General Meetings shall be convened by the Chairman based on a resolution of the Board.
2. The Chairman, having received a request pursuant to Article 14 Paragraph 3 (2), is required to give a notice to convene an Extraordinary General Meeting to be held within six weeks from the date of the request.
3. Notice of the General Meeting, stating the date, time, place, purpose and agenda, shall be given in writing at least two weeks prior to the date of the Meeting.

Article 16 (Chairman)
The President shall act as chairman of General Meetings. In case, however, the President is prevented from so acting by unavoidable circumstances, the chairman shall be appointed by the relevant General Meeting.

Article 17 (Quorum)
A General Meeting shall not be held unless Regular Members holding a majority of the total voting rights of the Society are present.

Article 18 (Resolution)
1. Resolutions at General Meetings shall be adopted by a majority of the voting rights held by the Regular Members present at the Meeting.
The chairman will have a casting vote in the case of equal numbers of votes for and against any issue.
2. In spite of Paragraph 1 above, the following resolutions require 2/3 (two thirds) or more of the total voting rights of the Society, with the presence of a majority of the Regular Members at the Meeting.
(1) Expulsion of members.
(2) Dismissal of auditors.
(3) Long term borrowings or disposal or acquisition of principal assets.
(4) Amendment to the Constitution of the Society.
(5) Merger or transfer of whole or part of the Activities of the Society.
(6) Dissolution and disposal of residual assets of the Society.
(7) Other matters as required by law or regulation.


Article 19 (Voting in Writing or in Electronic Form)
1. Any Regular Member unable to attend a General Meeting may vote in writing or in electronic form or may appoint any Regular Member as proxy to vote on his(her) behalf on the matters notified in advance.
2. For the purposes of Article 17 and 18, Regular Members voting pursuant to Paragraph 1 above shall be deemed to be present at the relevant Meeting.

Article 20 (Minutes)
1. Proceedings of General Meetings shall be recorded in minutes as stipulated by laws and regulations.
2. Minutes shall be signed or signed and sealed by the chairman of the meeting and at least two other signatories appointed by the Meeting.

Chapter IV Officers and Board Section I Officers

Article 21 (Type and Number of Officers)
1. Not less than 10 and not more than 20 Directors shall be appointed.
2. Not less than 1 and not more than 2 Auditor(s) shall be appointed.
3. One Representative Director shall be and up to six executive officers may be elected from among the Directors as stipulated in Article 91 Paragraph 1(2) of the General Corporation Law.

Article 22 (Election etc.)
1. Directors and Auditors shall be elected from among the Regular Members by resolution of the General Meeting.
2. The Representative Director and executive officer(s) shall be elected by resolution of the Board of Directors.
3. The Representative Director shall be the Chairman of the Board of Directors.
4. The Board may appoint not more than two Vice-Chairmen and not more than four Executive Directors from the executive officers elected pursuant to Paragraph 2 above.
5. An Auditor(s) shall not be a Director or employee of the Society.
6. The aggregate number of Directors related to any other Director or to his(her) spouse within the third degree of relationship shall not exceed one third of total number of Directors.
7. The change of Directors or Auditors shall be registered within two weeks from the time of such change.

Article 23 (Duties and Authority of Directors)
1. The Directors shall constitute the Board of Directors of the Society and shall conduct its duties as stipulated in laws and regulations and this Constitution.
2. The Chairman of the Board of Directors shall represent the Society and shall conduct the Activities of the Society.
3. A Vice-Chairman shall assist the Chairman in the conduct of the Activities of the Society and act in his(her) place (except for the right to represent the Society) in case the Chairman is unable to act as such or his(her) position is vacant.
4. The Executive Directors shall assist the Chairman and Vice-Chairmen in the conduct of the Activities of the Society and act in their place (except for the right to represent the Society) in case they are unable to act as Chairman or Vice-Chairman or their positions are vacant.
5. The Chairman, Vice-Chairman(men) and Executive Directors shall report to the Board of Directors on the performance of their duties twice in any Financial Year with an interval of more than four months between each report.


Article 24 (Duties and Authority of Auditor(s))
The Duties of the Auditor(s) shall be:
(1) To audit the execution of their duties by the Directors and produce audit reports in compliance with the relevant laws and regulations.
(2) To audit the state of execution of the Activities and the assets of the Society.
(3) To attend Board Meetings and express their opinion when necessary.
(4) To report to the General Meeting and to the Board when becoming aware of wrongdoing or the potential for wrongdoing by Director(s) or of the violation of laws, regulations or the Constitution or of undue unfairness.
(5) When a report as is referred to in (4) above is necessitated, to request the Chairman to convene a Board Meeting and to personally convene a Board Meeting, if notice of a Board Meeting, to be held within two weeks from the date of such request, is not given within 5 days from the date of the request.
(6) To study the agenda, documents and other matters required by laws and regulations to be proposed to the General Meeting by Directors and to report to the General Meeting when a violation of laws and regulations or undue unfairness is noticed.
(7) To request Director(s) engaged in or to be engaged in activities not in conformity with the object of the Society or violating laws and regulations or the Constitution the result of which could be substantial damage to the Society, to abandon such action.
(8) To exercise the powers given by laws and regulations.

Article 25 (Term of Office)
(1) The term of office of Directors shall expire at the close of the General Meeting held for the last Financial Year that ends within two years from the date of their election.
(2) The term of office of Auditor(s) shall expire at the close of the General Meeting held for the last Financial Year that ends within two years from the date of their election.
(3) The term of office of an Officer elected in place of a resigning Officer shall be the remaining term of the resigning Officer.
(4) Officers shall, in case of a vacancy in the posts of Officers provided in Article 21 Paragraph 1, continue to perform their duties even after their resignation or the expiration of their term of office until such vacancy is filled.

Article 26 (Dismissal)
Officers may be dismissed by resolution of the General Meeting. However, Auditor(s) shall not be dismissed unless a resolution stipulated in Article 18 Paragraph 2 is adopted.

Article 27 (Remuneration)
No remuneration shall be paid to Officers.

Article 28(Patron)
1. The Society may have an Honorary Patron and a Patron by resolution of the Board.
2. The term of office of an Honorary Patron and a Patron shall be decided by resolution of the Board.
3. An Honorary Patron and a Patron, at the request of the Chairman, may provide advice to the Chairman.

Article 29 (President and Vice President)
1. The Society may have a President, who will normally be serving British Ambassador to Japan, appointed by resolution of the Board.
2. Vice Presidents may be appointed by resolution of the Board.
3. The term of office of the President and Vice President shall be decided by resolution of the Board

Article 30 (Duties of President and Vice President)
1. The President shall act as chairman of General Meetings.
2. The President and Vice Presidents, at the request of the Chairman, may provide advice to the Chairman.

Section II Board

Article 31 (Constitution)
1. The Society shall have a Board of Directors
2. The Directors shall constitute the Board.

Article 32 (Duties and Authority of the Board)
1. The duties of the Board, in addition to other duties stipulated elsewhere in this Constitution, shall be;
(1) To decide the date, time, place and agenda of General Meetings.
(2) To establish, amend and abolish regulations.
(3) To approve the Activity Plan and Budget for each Financial Year and revisions thereof.
(4) To decide on the conduct of Activities of the Society.
(5) To supervise the performance of their duties by Directors.
(6) To elect or dismiss a Representative Director and executive officers.
2. The Board shall not delegate authority to individual Director(s) to decide on the following or other important matters.
(1) The disposal and acquisition of principal assets.
(2) Borrowing in a significant amount.
(3) The employment and dismissal of employees holding important positions.
(4) The establishment of branch offices and important organisation changes, and the abolishment thereof.

Article 33 (Type of Board Meeting and Convocation)
1. The Board shall hold Ordinary and Extraordinary Board Meetings.
2. The Board shall hold at least four Ordinary Meetings in each Financial Year.
3. The Board shall hold Extraordinary Meetings in the following cases:
(1) When the Chairman considers it necessary.
(2) When requested in writing, stating the purpose of the Meeting, by any Director
(3) When a Director requesting the holding of a meeting pursuant to (2) above convenes a meeting owing to the fact that notice of a Board Meeting to be held within two weeks from the date of the request is not given within 5 days from such date.
(4) When the Chairman is requested by an Auditor pursuant to Article 24 Paragraph
(5) or the requesting Auditor convenes a meeting accordingly.

Article 34 (Convocation)
1. Board Meetings shall be convened by the Chairman unless otherwise stipulated elsewhere in this Constitution.
2. Board Meetings shall be convened by a Director in the case of the preceding Article 33 Paragraph 3 (3) and by an Auditor in the case of the preceeding Article 33 Paragraph 3 (4).
3. The Chairman shall, in the case of preceding Article 33 Paragraphs 3 (2) and 3 (4), within 5 days from the date of the request, give notice to convene a Board Meeting to be held within two weeks from the date of the request.
4. The Notice of convocation shall be given at least one week prior to the date of the meeting in writing or in electronic form stating the date, time, place, purpose and agenda of the meeting.
5. A Board Meeting may be held without going through the procedure for convocation, if so agreed by all Directors and Auditors.

Article 35 (Chairman)
1. The Chairman shall act as chairman at Board Meetings.
2. In case of the absence of the Chairman or vacancy in the position of the Chairman, the chairman of the Board Meeting shall be elected by the Board from the executive officers present at the Meeting.
3. In case of the first Board Meeting immediately after the election of Directors by the General Meeting, the chairman of the Meeting shall be elected by the Board from the Directors present at the Meeting.

Article 36 (Quorum)
A Board Meeting shall not be held unless the majority of Directors are present.

Article 37 (Resolution)
A Resolution shall be passed at a Board Meeting where the majority of Directors entitled to vote at the Meeting are present and by a majority of those present at the Meeting, unless otherwise stipulated in this Constitution.

Article 38 (Omission of Resolution)
If a Director proposes a matter subject to decision by the Board and if all of the Directors indicate their consent to the proposal either in writing or in electronic form, that proposition shall be deemed to be approved by a resolution of the Board, provided, however, no objection is raised by an Auditor.

Article 39 (Omission of Reports)
1. If a Director or Auditor delivers a report to all Directors and Auditors on a matter required to be reported to the Board, a report to the Board may be omitted.
2. Paragraph 1 above shall not apply to reports stipulated in Article 23 Paragraph 5 of this Constitution.

Article 40 (Minutes)
1. Proceedings of Board Meetings shall be recorded in Minutes as stipulated by laws and regulations.
2. Minutes shall be signed or signed and sealed by the Chairman and any Auditor present at the Meeting.

Chapter V Assets and accounts
Article 41 (Assets)
The Assets of the Society shall be consist of the following:
(1) Assts listed in the list of assets and assets specified as Basic Assets by the Board.
(2) Entrance fees and membership fees.
(3) Donations of money and in kind.
(4) Revenue accruing from assets.
(5) Revenue from Activities.
(6) Other revenue.

Article 42 (Management of Assets)
The Assets of the Society shall be managed by the Chairman in accordance with the resolutions of the Board.

Article 43 (Payment of Expenses)
Expenses of the Society shall be paid from Assets

Article 44 (Financial Year)
The Financial Year of the Society shall be from 1 April of each year to 31 March in the following year.

Article 45 (Activity Plan and Budget)
1. The Activity Plan and Budget of the Society shall be prepared by the Chairman at least one day before the start of each Financial Year and shall be approved by the Board. The Activity Plan and Budget so approved shall be reported to the immediately following General Meeting. Any revision thereof shall be treated in the same way.
2. In spite of the provision in Paragraph 1 above, if the Budget is not approved by the Board before the start of the new Financial Year for unavoidable reasons, the Chairman may pay expenses or receive income provisionally in accordance with the budget of the previous Financial Year until the time the new Budget is approved.
3. The expenses paid or income received shall be deemed to be a part of the new Budget.

Article 46 (Activity Report and Account Result)
1. After the closing of each Financial Year, the Activity Report and Statement of Accounts with detailed accounting results attached, shall be prepared by the Chairman, audited by the Auditor(s) and approved by the Board. The Activity Report and Statement of Accounts for each Financial Year so approved shall be approved by the Ordinary General Meeting.
2. The Balance Sheet of the Society approved by the Ordinary General Meeting shall be publicized immediately after the Meeting in compliance with laws and regulations.
3. The Surplus funds of the Society shall not be distributed among Members or otherwise.

Article 47 (Long Term Borrowings and Disposal and Acquisition of Principal Assets)
1. The Borrowing of funds by the Society, except for those repayable by revenue of the current Financial Year, shall be authorized by resolution of a General Meeting as stipulated in Article 18 Paragraph 2 of this Constitution.
2. The Disposal or acquisition of principal assets by the Society shall be subject to the same resolution as that in Paragraph 1 above.

Article 48 (Accounting Principles)
1. The Society°«s Accounting shall follow accounting practice generally accepted as fair and proper.
2. The Society°«s Accounting shall be in compliance with the regulation of the Society pertaining to accounting as laid down by the Board.

Chapter VI Amendment to Constitution, Merger, Dissolution etc.

Article 49 (Amendment to Constitution)
This constitution may be amended by a resolution of a General Meeting as stipulated in Article 18 Paragraph 2 of this Constitution.

Article 50 (Merger etc)
The Society may merge with one or more other corporations incorporated under the General Corporation Law or transfer the whole or part of its Activities or wind up its Activities in the public interest by resolution of a General Meeting as stipulated in Article 18 Paragraph 2 of this Constitution.

Article 51 (Dissolution)
The Society may be dissolved by a resolution of a General Meeting as stipulated in Article 18 Paragraph 2 of this Constitution in addition to the causes stipulated in Article 148 Paragraphs 1, 2 and 4 to 7 of the General Corporation Law.

Article 52 (Disposal of Residual Assets)
The residual assets of the Society as the result of its dissolution shall be transferred, by resolution of a General Meeting as stipulated in Article 18 Paragraph 2 of this Constitution, to either public interest corporation(s) engaged in similar activities to those of the Society, national or local government or corporations listed in Article 5 Paragraph 17 of the Public Interest Corporation Law.

Chapter VII Secretariat

Article 53 (Establishment etc.)
1. The Society shall establish a Secretariat to deal with the Society°«s Activities.
2. The Secretariat shall have a Executive Secretary and other staff members as required.
3. The Executive Secretary and other important staff shall be appointed or dismissed by the Chairman with the approval of the Board.
4. The organisation of the Society and other matters necessary for the operation of the Secretariat shall be laid down by the Chairman with the approval of the Board.

Article 54 (Documents and Accounting Books to be kept)
1. Following Documents and Accounting Books shall be kept in the office of the Society.
(1) The Constitution of the Society.
(2) A List of Members and documents concerning changes therein.
(3) A List of Directors, Auditors and other staff and their CVs.
(4) Documents concerning permissions, approvals, licences and registration.
(5) Documents concerning the records of proceedings of the internal organisations of the Society stipulated in the Constitution.
(6) Activity Plans and Budgets.
(7) Activity Reports and Statements of Account with detailed accounting results attached.
(8) Auditor°«s reports.
(9) Other books and documents required by law or regulation.

Chapter VIII Disclosure and Protection of Personal Information

Article 55 (Disclosure of Information)
1. To ensure the fairness and openness of its Activities, the Society shall endeavor to make its Activities, operations and financial status open to public to the extent reasonable.
2. Matters necessary for the disclosure of information shall be laid down by resolution of the Board.

Article 56 (Protection of Personal Information)
1. The Society shall use its best endeavours to protect personal information obtained in the course of its Activities.
2. Matters necessary for the protection of personal information shall be laid down by resolution of the Board.

Article 57 (Public Notice)
1. Public Notices of the Society shall be posted on the website established for this purpose.
2. In case, however, the Society is prevented from so doing by unavoidable reasons, Public Notices of the Society shall be posted in the official gazette.

Chapter IX Miscellaneous

Article 58 (Residual Authority delegated to Chairman)
Matters necessary for the operation of the Society and not provided for in this Constitution, shall be decided by the Chairman with the approval of the Board.

Article 59 (The Japan Society in London)
The Society shall keep close contact with The Japan Society in London and exchange information concerning matters of mutual interest.
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