Articles & Bylaws

ARTICLES OF ASSOCIATION OF THE SHADAN HOJIN FOREIGN CORRESPONDENTS' CLUB OF JAPAN
Approved by Foreign Minister Miyazawa, December 16, 1974

BYLAWS

Chapter Three: Meetings and Elections

Article 17

The supreme authority in this Association under these Articles shall be resolutions of the regular membership approved in a general meeting or referendum.

Article 18

  1. General meetings of this Association shall consist of an annual general meeting in June of each year, quarterly general meetings in September, December, and March of each year, and extraordinary meetings whenever necessary.
  2. Time for new business from the floor shall be allowed at every general meeting.
  3. The chairman, with the approval of the Board of Directors, may invite any non-regular member to attend a general meeting. However, such a participant shall not have the right to vote.

Article 19

  1. Annual and quarterly general meetings shall be called by the Board of Directors.
  2. The Board of Directors shall notify regular members at least two weeks prior thereto of date, time, place, and general purpose of the annual and quarterly general meetings.
  3. At least five days prior notice as above shall be given for extraordinary general meetings.

Article 20

Upon written application of one-eighth or more of the regular membership to have an extraordinary general meeting, the Board of Directors shall call such a meeting within five days, giving notice as above. The general purpose of the meeting shall be stated in the written application and meeting notice.

Article 21

  1. The chairman of a general meeting shall be the President. In his absence other Directors shall serve as chairman in the order of precedence given in Article 27 below.
  2. The chairman shall not vote except in case of a tie or when a secret ballot is used.
  3. If the chairman wishes to debate, he shall yield the chair to another member.

Article 22

  1. A regular member who is temporarily absent from Tokyo-to or seriously incapacitated may designate in writing or by telegraph another regular member to act as his proxy and exercise his voting right at a general meeting. The Board of Directors shall decide whether such proxies are valid and shall announce them at the outset of the meeting.
  2. No member shall hold more than two proxy votes.
  3. Proxy votes shall not be valid for a vote on expulsion.

Article 23

  1. Attendance of one-fifth of the regular members shall be a quorum for a general meeting. Proxies shall be counted as part of a quorum.
  2. A resolution of a general meeting shall be decided by a majority of votes cast except as otherwise stipulated in these Articles.

Article 24

  1. The Secretary of this Association, or in his absence another Director designated by the chairman, shall keep minutes of general meetings.
  2. Such minutes shall contain all resolutions in full and a summary of the proceedings and shall be signed by the chairman and at least one other Director present at the meeting.
  3. Minutes of general meetings shall be distributed promptly for regular members and all resolutions shall be immediately entered and indexed in the Association's Resolutions Book and saved permanently.

Article 25

  1. This Association shall have one annual election in June each year to elect new officers. This election shall follow the annual general meeting.
  2. Any Association business may be referred by the Board of Directors or by a resolution of the annual general meeting to a referendum held simultaneously with the election of officers.
  3. A special referendum on any Association business except expulsion of a member may be held on at least two weeks prior notice by resolution of the Board of Directors or of a general meeting.

Article 26

  1. Decisions in an election or referendum shall be by a majority of the votes cast except as otherwise stipulated in these Articles.
  2. A regular member temporarily absent from Tokyo-to or seriously incapacitated may vote by a bonafide written or telegraphed absentee ballot.
  3. The Board of Directors shall decide the validity of an absentee ballot and shall immediately post the names but not the votes of members voting by absentee ballot as soon as such ballots are received.


Chapter Four: Officers

Article 27

  1. 1. General administration of this Association shall be vested in a Board of Directors, consisting of nine officers in the following order of precedence: one President, one First Vice President, one Second Vice President, one Secretary, one Treasurer, and, after them, one First, one Second, one Third, and one Fourth Director-at-Large.
  2. In the temporary absence of the President, officers shall serve as Acting President in the order given above.
  3. Officers appointed by the President under provisions of Article 32 below shall take precedence after all elected officers by order of office.
  4. At least six Directors shall be actively practicing foreign correspondents in Japan and no Director shall be elected or appointed contrary to this provision.

Article 28

The President shall be the chief executive officer of this Association. He shall represent the Association, conduct its day-to-day affairs, maintain order, direct employees staff and appoint committees. He shall do all other things appropriate for the welfare and the attainment of the Association's objectives in cooperation with the Board of Directors.

Article 29

  1. The Board of Directors shall meet when convened by the President, except that the President shall call a Board meeting within three days when requested by not less than three Directors.
  2. The President shall preside at Board meetings as chairman. In his absence, the chairman shall be the senior officer present in the order given in Article 27 Paragraph 1 above.
  3. At a Board meeting the chairman may speak and vote on any issue.
  4. Minutes of a Board meeting shall be taken as in Article 24 Paragraphs 1 and 2 above and distributed immediately to Board Members.

Article 30

  1. A quorum for a meeting of the Board of Directors shall be a majority of the Directors, except that in an emergency, a quorum shall be the majority of Directors present in Tokyo-to, in which case the resolutions of the Board shall be subject to approval at the next Board meeting held with a regular quorum.
  2. Resolutions of a Board meeting shall be decided by a majority of votes cast by Directors attending, except as provided in Article 13 above.

Article 31

  1. Candidates for office shall be selected during the annual general meeting and officers shall be elected by a majority of votes cast in the annual election by regular members.
  2. Directors shall be elected before noon of the last day in June and their term shall start at noon of the following first day of July and end at noon of the first day of July one year xlater.
  3. If the result of any election would violate provisions of Article 27 Paragraph 4 above, only those successful candidates who are actively practicing foreign correspondents in Japan shall be elected and a new election shall be held within not less than three and not more than seven days to fill any vacant positions in accord with Article 27 Paragraph 4 above.
  4. A tied vote shall be broken by a run-off election held as above and a second tie shall be broken by seniority of membership, or after that, by seniority of age.

Article 32

  1. Directors shall be elected for one year and may be reelected but no Director shall serve more than five consecutive years unless subsequent terms would be in the office of President.
  2. No member shall be elected President who has not been a regular member for at least one full calendar year.
  3. If the position of Director becomes vacant, the President shall appoint a new Director from among the regular members eligible under provisions of Article 27 above to serve the remainder of the term, subject to confirmation by the Board of Directors.
  4. If the office of President becomes vacant, other Directors shall succeed as President for the remainder of the term in the order given in Article 27 above.

Article 33

  1. 1. If one-fifth of the regular members petition in writing to the Board for the removal of a Director, the Board shall call a special referendum within not less than one week and not more than two weeks.
  2. The director shall be removed from office if a two-thirds majority of all regular members vote for his removal.

Article 34

Directors and committee members shall serve without compensation and shall not use their position for personal advantage.

Article 35

Officers upon expiration of their regular term shall remain in office until their successors are elected and take office.

Article 36

Except in case of bonafide emergency, the Board of Directors shall not alter any established custom or procedure of this Association without approval of a general meeting or in a referendum. Any changes adopted in case of an emergency must be approved at a subsequent general meeting or in a referendum.


Chapter Five: Assets and Accounting

Article 37

The assets of this Association shall consist of the following:

  1. Membership fees made up on entrance fees, dues, subscriptions, and special assessments.
  2. Income accruing from operation.
  3. Income accruing from assets.
  4. Moneys and properties donated to the Association.
  5. Other income and property.

Article 38

  1. The fiscal year of the Association shall begin on April 1 of each year and end on March 31 of the following year.
  2. The fiscal year shall be named for the year in which it begins.
  3. The Board of Directors shall submit to the annual general membership meeting and shall secure the approval of the membership of the following current information:
  • a.) A balance sheet of assets and liabilities, a statement of accounts of revenue and expenditure, and a property inventory, all audited by a competent auditor who shall be recommended by the Board of Directors and approved by the general membership.
  • b.) A report of activities undertaken in the year past and plans adopted for the future.

Article 39

A regular member may examine the documents and records of this Association at the Association office at any time during usual office hours.


Chapter Six: Amendments to the Articles of Association and Dissolution

Article 40

These Articles cannot be changed without approval by two-thirds or more of all regular members in a referendum and the subsequent approval of the competent authorities.

Article 41

This Association cannot be dissolved without approval of two-thirds of all regular members in a referendum and without subsequent approval of the competent authorities.

Article 42

In the event this Association is dissolved, the remaining property shall be disposed of in accordance with a vote of approval of two-thirds of all regular members in a referendum and the subsequent approval of the competent authorities.


Chapter Seven: Miscellaneous Provisions

Article 43

The Board of Directors shall propose the adoption or repeal of Bylaws necessary for the execution of these Articles subject to approval by the next general meeting or by a referendum called for this purpose. In a bonafide emergency, however, the Board may adopt emergency Bylaws that shall be binding until they are approved by the general membership.

Supplemental Provision

These amended Articles of Association shall take effect from the day on which the Minister of Foreign Affairs approves them.

End

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