Articles of Association for Ireland Japan Chamber of Commerce (IJCC)
Article 1
The Association shall be known as the IRELAND JAPAN CHAMBER OF COMMERCE and is hereinafter referred to as “the Chamber”. The place of business of the Chamber shall be in Tokyo, Japan.
Article 2
The objective of the Chamber is to promote the development of the Japan-Ireland trade and business relationship.
In order to achieve this objective, the Chamber shall:
- Represent and express various opinions of the Ireland – Japan business community regarding trade, commerce and finance and related matters;
- Organise events of interest to its members which seek to further the objectives of the Chamber;
- Associate and cooperate with other organizations - Irish, Japanese or other – which share mutual interests;
- Promote friendship and understanding between Ireland and Japan;
- Provide a base for information and contacts to Japanese companies and individuals interested in business with Irish companies or individuals;
- Provide a base for information and contacts to Irish companies and individuals interested in business with Japanese companies or individuals;
- Engage in such other activities as may be deemed appropriate by the Board of Directors.
Article 3
- The Chamber is a non-profit organization.
- The Chamber cannot act for the purpose of profit for any private person or other organization.
- The Chamber shall not be used for any political purposes.
Article 4
The Chamber shall have the following Membership categories and fees:
Corporate Member
Annual Fee: ¥ 100,000
Open to: Companies with a stake in the Ireland-Japan business relationship.
Professional Member
Annual Fee: ¥ 50,000
Open to: Professionals in a multinational or in a company which is not in a position to become a Corporate Member.
Associate Member
Annual Fee: ¥ 10,000
Open to: Individuals who do not fall into either of the other categories.
Student Member
Annual Fee: ¥ 1,000
Open to: Students and trainees not in full-time employment.
Honorary Member
Annual Fee: None
Awarded by the Board of Directors in recognition of outstanding contribution to Japan-Ireland relations.
The approval of membership applications, including ensuring that applicants are admitted to the appropriate membership category, shall be governed by one of the Vice-Presidents selected by the President and approved by the Board of Directors. Should any exceptions for a potential member arise, the Board of Directors shall consider the case and make a final ruling on the matter.
In order to make any change in the amounts mentioned in the foregoing paragraph, a specific resolution of a General Meeting shall be required. The Board shall set and from time to time review the benefits applicable to each category of membership.
Article 5
Any Member who wishes to resign shall file a letter of resignation with the Chamber. The Chamber may terminate membership by a majority decision of the Board of Directors should sufficient grounds arise.
Article 6
The Chamber shall have the following officers:
President, one
Vice-President, not exceeding two (2)
Directors, minimum of five (5); maximum of thirteen (13), including the President and the Vice President(s).
Auditors, not exceeding two (2)
Article 7
The President, Vice-President(s), and Directors shall constitute the Board of Directors and all important affairs of the Chamber shall be studied and decided by them. Representatives of Government Agencies in Japan may be appointed by decision of the Board of Directors to serve, in an ex officio non-voting capacity, as Directors. The President shall convene meetings of the Board of Directors which, at its first meeting of the year, shall set the schedule of meetings which shall be not less than four (4) per annum. Best efforts will be made to ensure Meetings of the Board of Directors occur at least once every quarter. A meeting of the Board of Directors may also be convened with the written support of four (4) Directors. At least 48 hours notice shall be provided to members of the Board of Directors in the event that an Extraordinary Meeting of the Board of Directors is convened.
The Ambassador of Ireland to Japan shall be appointed as Patron of the Chamber.
The Patron of the Chamber shall be an ex-officio, non-voting member of the Board of Directors and shall offer advice to the President and Board on the role and objectives of the Chamber. The Embassy of Ireland to Japan shall nominate a liaison officer to the Chamber who may attend meetings of the Board in a non-voting capacity.
Article 8
The Directors and Auditor(s) of the Chamber shall be elected by the General Meeting of the Chamber. Candidates must be Corporate or Professional members of the Chamber and may nominate themselves for election. The President and the Vice-President(s) shall be elected from among the Directors at their first meeting following the General Meeting of the Chamber. An Auditor may not serve concurrently as President or Vice-President or Director, but may attend meetings of the Board.
Article 9
The term of office of the officers shall be two years. One half of the Directors shall be re-elected in one year and the other half elected in the next year. The term of office of an officer who has been elected to take the place of his or her predecessor shall be the remaining part of the term left by such a predecessor. Vacancies arising between General Meetings may be filled by the co-opting of a replacement director by the remaining directors. A member of the Board of Directors may terminate his/her term in office at any time in writing to the President. The Chamber may terminate the term of office of an officer of the Chamber by a majority decision of the Board of Directors should sufficient grounds arise.
Article 10
The President shall be responsible for the overall direction of the Chamber through the Executive Manager, who holds responsibility for the Chamber’s day to day management, the President shall also represent the Chamber and shall chair Meetings of the Board of Directors and Annual and Extraordinary General Meetings of the Chamber. In the case of the absence of the President, he or she shall designate one of the Vice-Presidents to act in his or her place.
Article 11
The Board of Directors shall select an Honorary Chairperson of the Chamber, who shall advise the Board from time to time and sit on the Board of Governors.
Article 12
A Corporate Member which is willing to provide sponsorship in addition to the membership fee may be appointed Platinum Partners. Applications for the status of Platinum Partner shall be recommended to the Board of Directors for approval by the Vice-President with responsibility for Membership. Relevant matters associated with this category, including benefits, shall be determined by the Board of Directors.
Article 13
The Chamber shall have a Board of Governors which may give an advice to the President and will take responsibility for the long-term development and stability of the Chamber. The Board of Governors shall be convened by the Patron and shall comprise the Honorary Chairperson, representatives of Platinum Partners, President and Vice Presidents. Membership of the Board of Governors shall be approved by the Board of Directors.
The Board of Governors shall meet at least once a year and receive a report from the President of the Chamber who shall attend the meeting. Members of the Board of Governors shall remain such as long as their relevant status in the Chamber remains active.
Article 14
The Auditor(s) shall examine all the accounts of the Chamber, and they may express their opinion on the results of such examinations at the Board of Directors Meeting. The Auditors shall submit a report on the accounts of the Chamber to the Annual General Meeting.
Article 15
The Board of Directors may establish a number of committees to look into, examine and report back on issues falling within the remit of the Chamber. The Board of Directors shall set out procedures for membership of committees. The work of such committees shall be supported by the Executive Manager.
Article 16
The Chamber may have a certain number of Advisors. Any such Advisor shall be nominated by the President, appointed after approved by the Board of Directors
Article 17
The Chamber shall have a Secretariat which may be provided by an Executive Manager who shall be nominated by the President and approved by the Board of Directors. The Executive Manager shall be engaged in the affairs of the Chamber as directed by the Board of Directors through its President and may attend meetings of the Board in a non-voting capacity.
Article 18
The Board of Directors shall convoke an Annual General Meeting of the Members of the Chamber once a year with notice of the date provided to Members two months prior to the date of the meeting. The Annual General Meeting shall be held within two months after termination of each fiscal year.
An Extraordinary General Meeting may be convened whenever the Board of Directors deems it necessary and at least fourteen (14) days notice shall be provided to the Members.
Any Agenda item for an Annual or Extraordinary General Meeting that requires a resolution of the membership shall be approved by the Board of Directors and notified to the membership no less than seven days in advance of that meeting.
Article 19
Unless otherwise provided for herein, any decision of an Annual or Extraordinary General Meeting, of a Meeting of the Board of Directors or of a meeting of a committee shall respectively be made by a simple majority of voting members present. In the case of a tie, the President shall rule the decision. At such meetings, a quorum shall comprise 1/3 of the voting Members.
Article 20
The expenses of the Chamber shall be covered by the following incomes:
Annual fees paid by the Members.
Contributions received from the Members and other donors.
Other incomes, if any.
Article 21
The financial year of the Chamber shall commence on the first day of April every year and end on the thirty-first day of March of the following year.
Article 22
The Board of Directors shall prepare a Business plan, including an annual budget for the ensuing financial year and submit the same to the General Meeting for approval.
Article 23
The Board of Directors shall make the Business Report, including the final statement of accounts for the last financial year and submit the same to the General Meeting for approval.
Article 24
The Board of Directors shall be the sole authority for the interpretation of these Articles, and the decision of the Board of Directors upon any question of interpretation or upon any matter affecting the Chamber and not provided for by these Articles, shall be final and binding on the Members, unless altered or reversed by a resolution of a General Meeting of the Chamber.
Article 25
The dissolution of the Chamber shall be adopted upon approval by three quarters of the Membership with voting rights at an Extraordinary General Meeting, convened solely for the said purpose. In the event of the Chamber being dissolved, all debts and liabilities shall be fully paid or performed to the extent of the Chamber’s assets and the disposal of the remaining funds should be paid pro rata in relation to the membership fees paid by the Members. If there is deficit of funds, all the Members shall pay pro rata in relation to their Membership fees paid by the Members.
Article 26
Amendments to these articles may be proposed by any Member of Chamber. The Board of Directors shall consider the proposals and present their recommendations to a general Meeting. Due notice of the proposed amendment(s) shall be sent with the notice of the meeting. Amendments shall be adopted upon approval by two thirds of the members at present and voting.
Annex
Supplemental Article 1
As of the date of the permission for the use of the term “Chamber of Commerce” by the Minister of Economy, Trade and Industry, the Chamber shall succeed the Japan Ireland Economic Association (JIEA) which shall cease to exist from the date of permission. All assets and obligations shall transfer from the JIEA to the Chamber, JIEA Membership shall automatically translate to the equivalent Chamber Membership and Officers of the JIEA shall translate to equivalent Chamber position on this date.
END
24 April 2009
