Articles & Bylaws
BYLAWS to the Articles of Association
of
The Shadan Hojin Foreign Correspondents’ Club of
(Amended 1975, 1995, 1999, 2003, 2004, 2005, 2006, 2009 and 2010)
Section One. Authority and Purpose of the Bylaws.
Paragraph 1-1.
In accordance with Article 43 of Articles of Association, hereafter called the Articles, the Bylaws of the Foreign Correspondents Club of Japan, hereafter called the Club, or their repeal shall be proposed by the Board of Directors and approved at the next general meeting or by a special referendum. In an emergency, however, the Board may adopt emergency Bylaws that shall be binding until reviewed at the next general meeting, in accord with Article 43.
Paragraph 1-2.
These Bylaws shall be binding upon all Club officers, members, guests, and employees.
Paragraph 1-3.
In these Bylaws, the term "member" shall apply to all members Regular, Professional Associate, Associate, Honorary, and Guest members. When it is necessary to differentiate, types of membership will be stipulated.
Section Two. Qualifications of Members.
Paragraph 2-1.
Under provision of Article 8 of the Articles, only the following may become a Regular member:
- A person recognized by the Board as being an actively practicing Japanese journalist having a significant past career as a foreign correspondent dispatched abroad from Japan.
- A person recognized by the Board as having equivalent professional qualifications.
Paragraph 2-2.
For the purpose of Article 8, an actively practicing foreign correspondent in Japan is a person working in Japan, for a news organization, in the production of non-Japanese-language news content whose audience includes a substantial overseas component, such as:
a. A newspaper of general public circulation;
b. A news agency or news syndicate of general distribution;
c. A news magazine or news letter of general public circulation;
d. A radio or television station or network engaged in general public broadcasting;
e. A still or motion picture news photography or tape agency of general distribution;
f. An online news product;
and who is working substantially full-time in
Paragraph 2-3.
To help the Board determine his or her qualifications an applicant for Regular membership must submit written evidence of employment or evidence of official accreditation as a foreign correspondent, and may be required to provide published material.
Paragraph 2-4.
For the purposes of Article 8, an actively practicing Japanese journalist having a significant past career as a foreign correspondent is defined as a Japanese citizen who:
a. Has spent at least three consecutive or a total of five years outside
b. Works substantially full time in journalism on return home from abroad.
Paragraph 2-5.
For the purpose of Article 8, a person having equivalent qualification to the above shall be defined as someone who either:
a. Earns a substantial part of his or her income from work as a self-employed bona fide author, freelance writer, photographer, online journalist or artist dealing principally with news for overseas distribution in languages other than Japanese; or
b. Is a former veteran Regular member who has largely or fully retired and is no longer actively practicing, and who is accepted into Retired Regular status at a reduced monthly rate. A “Retired Regular” member may vote in elections but is not eligible to use the workroom. A Retired Regular may run for any office.
Paragraph 2-6.
No government official or employee may be a Regular member except for the following:
a. A representative of a publicly-owned news organization if six members of the Board of Directors agree that it is editorially independent of government control;
b. A representative of a publicly-owned news organization from a country where public ownership is the rule, provided that six members of the Board of Directors agree the organization and its representative essentially meet the qualification in Paragraph 2-2 above.
Paragraph 2-7.
If at any time a Regular member ceases to meet the qualifications defined above, he or she shall notify the Board in accord with Article 13 and the Board shall take appropriate action as required by the Article.
Paragraph 2-8.
Under provisions of Article 9, a Professional Associate shall be a person who does not otherwise meet the requirements for a Regular member, as specified in Section Two, but is recognized by the Board as actively practicing in journalism or related fields. Advertising and public relations work are not to be considered related fields.
Paragraph 2-9.
Under the provisions of Article 10, an Associate shall be a person recognized by the Board as actively contributing to the objectives of the Club.
Paragraph 2-10.
For the purposes of Article 11, an Honorary member shall be a person especially designated by the President as a friend or benefactor of the Club. Honorary membership shall be confined to persons who have rendered important service to the Club and must be reviewed annually by the President.
Paragraph 2-11.
Upon completion of a full term of office, a President of the Club shall automatically become a Regular member for life. A distinguished Regular, Professional Associate, or Associate may also be made a member for life in his or her category of membership by unanimous board approval.
Paragraph 2-12.
The President at his or her discretion may designate as a guest member any person he or she deems deserving. Any Regular member may sponsor a Guest membership for any person for whose behavior he or she assumes responsibility. A Guest membership shall be limited to a period of thirty days and may be extended twice for thirty days each time by the President, in accordance with Paragraph 4-7. The President may revoke Guest membership at will.
Section Three. Active and Non-Resident Status of Members.
Paragraph 3-1.
A Regular, Professional Associate or Associate member shall be on active status while residing in
Paragraph 3-2.
Upon terminating residence in Japan, a Regular, Professional Associate, Associate or Life member may resign or become an inactive member by giving written notice (by signed letter, fax, telegram or e-mail) to the Secretary of the Club or the staff in charge.
Paragraph 3-3.
Any member in any category who lives and works predominately outside of the Kanto region, defined as
Section Four. Duties and Rights of Members.
Paragraph 4-1.
A Regular member shall pay an initiation fee and shall be liable for all dues, assessments and service charges levied by this Club. Only a Regular member on active status is entitled to take part in or vote in any election or general meeting, hold office, or participate in any referendum to dissolve this Club.
Paragraph 4-2.
A Professional Associate shall pay the same initiation fee as a Regular member and shall be liable for the same dues, assessments, and other fees charged by this Club to a Regular member. A Professional Associate shall have all privileges of the Club except those reserved for regular members.
Paragraph 4-3.
An Associate shall pay an initiation fee and shall be liable for all dues, assessments, and other fees charged by this Club. An Associate shall have all privileges of this Club except those reserved for Regulars and Professional Associates.
Paragraph 4-4.
An Honorary member shall pay all other fees charged by this Club but shall not pay an initiation fee, assessments or dues. An Honorary member shall have all the privileges of this Club except those reserved for Regular and Professional Associates.
Paragraph 4-5.
A member for life shall have all the privileges of his or her original category, except that a Regular member for life shall not vote if he or she is not on active status as defined in Paragraph 3-1. A member for life shall pay no membership fees.
Paragraph 4-6.
Regulars, Professional Associates and Associates shall pay all membership fees approved by a general meeting or referendum. All members shall pay all charges they incur for services. Payment shall be on demand.
Paragraph 4-7.
A Guest member shall not pay an initiation fee or assessments but shall be liable for all service charges he or she incurs. A Guest member who enjoys privileges of the Club for thirty days shall be required to pay retroactively one month's dues for the first thirty-day period during which he or she has been a Guest member and pay in advance one month's dues for each subsequent thirty-day period during which he or she remains a Guest member until a period of ninety consecutive days has passed, whereupon his Guest membership shall expire. A Guest member shall enjoy all privileges of this Association except those reserved for Regulars. However, a Guest member who is a journalist may use the workroom.
Section Five. Procedures for New Members.
Paragraph 5-1.
An applicant for Regular membership must meet the requirements of Paragraphs 2-2 through 2-6, and must be sponsored by two Regular members in good standing. The applicant shall complete an application form and provide personal photos as required.
Paragraph 5-2.
An applicant for Professional Associate membership may be sponsored by two Regular members and for Associate membership by two Regular, Professional Associate or Associate members. The Board may limit the number of applicants a Regular member may sponsor in one year.
Paragraph 5-3.
The Membership Committee shall receive applications and recommend to the Board their approval or rejection. For acceptance, an application must be approved by at least six directors. Directors need not be present at a Board meeting to approve or disapprove an application providing they review the Membership Committee report and related Board discussions. Those names approved by the Board shall be posted on the Club bulletin board for not less than ten days, during which time any member may register objections with the Board. Any objections to an application will be reviewed by the Board. Otherwise, at the end of the ten day period, processing of approved applications is completed.
Paragraph 5-4.
Approved applicants shall pay the initiation fee, make a deposit if they want chit signing privilege, and shall receive a copy of the Articles of Association and the Bylaws, and a membership card. The applicant shall sign a receipt for the above and thereupon become a member as indicated and shall be subject to the Articles of Association and Bylaws. Approved applicants must accept membership within one month of notification by the Secretary unless unable to do so for reasons acceptable to the Board of Directors.
Paragraph 5-5.
An Honorary or Guest member shall signify his or her acceptance of the provisions of the Articles of Association and the Bylaws by accepting a membership card.
Paragraph 5-6.
A member shall show his or her membership card on demand to any Club Director or to an authorized employee.
Paragraph 5-7.
Membership of all types is personal, voluntary, and not transferable. No one may claim membership as a right or possession, or initiate any action at law to compel granting of membership.
Section Six. Use of Facilities by Non-Members.
Paragraph 6-1.
a. Any member may designate his or her spouse or spouse-equivalent and child more than 18 but less than 21 years old to receive a special membership card for use of Club facilities on the member’s account. The member is responsible for all charges incurred by the designees.
b. Members are responsible for the conduct of their children while in the Club.
c. Children are subject to all local alcoholic beverage control laws.
Paragraph 6-2.
a. A member's child who becomes 21 years of age shall no longer have the privileges in Paragraph 6-1a above but shall be eligible upon application within one (1) year after his or her 21st birthday to become a member according to his or her qualifications without payment of an initiation fee, subject to approval by the Membership Committee and the Board as in Paragraph 5-3 above.
b. The widow or widower of a member may, upon application within one (1) year of the member's demise be granted an appropriate membership by the Membership Committee and the Board without payment of an initiation fee according to the procedures in Paragraph 5-3 above.
c. The divorced or separated spouse of a member shall not be barred from membership provided he or she qualifies for membership as defined in Section Two of these Bylaws.
Paragraph 6-3.
A member may bring a reasonable number of non-member guests to the Club from time to time but shall be fully responsible for their conduct and charges. Such guests may use the Club's facilities only in the company of the host. Such guests shall not sign, use chits nor offer cash for any charges incurred. These provisions are further subject to Paragraph 13-3. Violation of provisions in this paragraph subjects the host member to disciplinary action as specified in Section Eight of these Bylaws.
Paragraph 6-4.
Nothing in this section shall give any spouse, spouse-equivalent, child, or non-member guest of any member any right or privilege reserved especially for members.
Paragraph 6-5.
If guaranteed by a Regular, Professional Associate, Associate or Honorary member, a non-member or non-member group or organization may be permitted limited guest use of Club facilities upon payment of charges as determined by the Board. The Board shall ensure that such use of the facilities contributes to the achievement of the objectives of this Club and that the Club is not exploited for undesirable purposes and that the membership is not inconvenienced.
Paragraph 6-6.
A non-member or non-member group or organization using Club facilities under the provisions of Paragraph 6-5 above shall pay charges either in advance or when billed. In any case the guaranteeing member shall be liable immediately for all such charges if not paid within thirty (30) days after presentation of invoice, and such charges will be added to the member's personal account and he or she shall pay them as his or her own.
Section Seven. Miscellaneous Membership Provisions.
Paragraph 7-1.
A list of Regular members, showing professional affiliation, home and office telephone and fax numbers, and e-mail addresses shall be kept current at all times in the Club office. Regular members may obtain copies upon request. Similar lists of other members shall also be kept in the Club office for inspection by Regular members.
Paragraph 7-2.
A copy of the Articles of Association and Bylaws shall be kept in the Club office and members may obtain copies upon request.
Paragraph 7-3.
A Regular member may inspect the Club's documents, records and membership lists during office hours under provisions of Article 39 except as provided in Paragraph 8-4 below pertaining to privacy. However, no member without written consent of the Board of Directors may publish or divulge this or any other internal information concerning this Club to anyone except another Regular member, or except as required by law.
Paragraph 7-4.
No member or any spouse, spouse-equivalent, child, or personal guest of a member, shall be employed by the Club on its staff. No member shall have Club staff as his or her personal guest on Club premises. However the Board of Directors at its discretion may engage a member for occasional services of a professional nature.
Paragraph 7-5.
No member shall use the name, address, telephone, other facilities, or premises of this Association for activities not defined in Article 4. The Board shall decide doubtful cases.
Paragraph 7-6.
No member shall solicit or hire any Club staff for regular employment except with the advance approval of the Board. This shall not prohibit members from employing Club staff outside their regular work hours and outside Club premises on a temporary basis.
Paragraph 7-7.
Any member may resign by settling his or her accounts with the Club in full and notifying the Secretary of his or her resignation in writing.
Paragraph 7-8.
A member is responsible for all his or her financial obligations to the Club and may not transfer this responsibility to any third party without the prior consent in writing of both the third party and the Board.
Section Eight. Suspension and Expulsion of Members.
Paragraph 8-1.
A member may be suspended, asked to resign, or be expelled for one or more of the following reasons:
a. When he or she is delinquent in his or her accounts, as defined in Paragraphs 15-6 through 8.
b. When he or she violates the Articles of Association or the Bylaws.
c. When his or her conduct on the Club premises is unbecoming.
d. When his or her conduct reflects adversely on the Club.
Paragraph 8-2.
The Board of Directors shall have authority to suspend a member for cause from all privileges of this Club for a period of not more than three months, or until the next general meeting provided that the member has the right to a private hearing before the Board prior to its vote on suspension.
Paragraph 8-3.
If a member is suspended for being delinquent in his or her accounts the suspension shall remain in effect until he or she pays in full or otherwise satisfies the Board.
Paragraph 8-4.
Upon agreement by two-thirds of all the Directors, the Board may ask a member to resign for cause and set a date for compliance provided the member has the right to a private hearing before the Board prior to its vote on resignation. If the member resigns by the date set or otherwise satisfies the Board, the Board shall take all reasonable steps to ensure the privacy of the proceedings. The right of other Regular members under Paragraph 7-3 above shall not apply to such privileged information. However, if requested by two-thirds vote of a general meeting, the Board shall make such information known in confidence to members at the meeting only.
Paragraph 8-5.
If a member who has been asked to resign does not do so by the date set and does not otherwise satisfy the Board, the Board shall suspend him or her and request a general meeting to consider expulsion.
Paragraph 8-6.
A member may be expelled for cause under provision of Article 15 of the Articles of Association, provided that:
a. The announcement of a general meeting includes notice of discussion of a member's expulsion, without divulging the member's name.
b. Expulsion requires two-thirds of all votes cast.
Paragraph 8-7.
All voting on suspension, resignation, or expulsion by the Board or general meeting shall be by secret ballot.
Paragraph 8-8.
When the Board conducts a private hearing as specified above, it shall function as a committee and not as a court and the member concerned shall appear alone.
Paragraph 8-9.
A member who is under suspension by the Board shall not be liable for regular dues during the period of his or her suspension. Upon reinstatement, he or she shall be liable for any special assessment approved during his or her period of suspension.
Paragraph 8-10.
A member under suspension or expelled shall not enter the Club premises by himself or herself or as the guest of another member. The President may waive this provision at his or her discretion for specific occasion.
Paragraph 8-11.
A member who brings a member under suspension or someone who has been expelled onto the premises as a guest shall be liable for suspension or expulsion.
Section Nine. General Meeting.
Paragraph 9-1.
The Board of Directors shall call no fewer than four general meetings each year in accordance with Articles 18 and 19, on not less than two weeks prior notice. The purpose of the meeting shall be stated in the meeting notice. For each general meeting the Board shall provide an agenda. New business shall be allowed from the floor at every general meeting.
Paragraph 9-2.
The Board shall call the annual general meeting in the first full calendar week of June each year. At this meeting the Board shall make its annual report on the financial status and general welfare of the Club and call for selection of candidates for election to office for the following term. To ensure informed discussion of the financial report, the Treasurer shall two days prior to the general meeting make available for inspection at the Club’s office and circulate at the meeting a duly audited balance sheet and statement of current revenue and expenditures of the Club in a format approved by the Board.
Paragraph 9-3.
At a general meeting the Treasurer shall present a budget for the coming fiscal year. The budget shall be debated. A budget must be approved by majority vote at this meeting or a subsequent general meeting before the end of the fiscal year.
Paragraph 9-4.
For general meetings called for these special purposes, the Board shall follow these conditions:
a. To approve amendments to the Bylaws: two weeks prior notice with simultaneous distribution of full texts of proposed Bylaws to Regular members.
b. To raise or lower initiation fees or dues or to levy a subscription or special assessment: two weeks prior notice with simultaneous distribution of the proposals to Regular members.
c. To consider expulsion of a member: two weeks prior notice giving a brief statement that an expulsion will be discussed, without divulging the name of the member concerned.
Paragraph 9-5.
The Board shall call an extraordinary general meeting when necessary on not less than five days prior notice. In accordance with Article 20 the Board shall call an extraordinary general meeting when requested in writing by one-eighth or more of the total regular membership, giving not less than five days prior notice. The purpose of the meeting shall be stated in the written request and the meeting notice.
Paragraph 9-6.
In accordance with Article 23, attendance of one-fifth of the regular members shall be a quorum for a general meeting. Proxy votes held by members attending shall be counted in determining a quorum. Throughout a membership meeting, a quorum shall be a majority of those initially registered as in attendance both in person and by proxy, irrespective of whether some may not be present.
Paragraph 9-7.
The chair shall not vote except in case of tie or secret ballot. The President shall be chair of a general meeting. If he or she is absent other Directors serve as chair in the order of precedence given in Article 27. If the chair wishes to debate, he or she shall yield the chair to the next officer in order of Article 27 and not return to the chair until the question being debated is decided by resolution or postponed.
Paragraph 9-8.
At any general meeting a Regular member shall have only one vote. If a Regular member is absent from
Paragraph 9-9.
The secret ballot shall be used at any general meeting by order of the chair or when at least one-fifth of the members attending request it. The motion for a secret ballot shall have precedence over the motion to which it applies.
Paragraph 9-10.
All members present at a general meeting shall sign an attendance roster which shall be attached to the minutes but no individual votes shall be disclosed.
Paragraph 9-11.
Abstentions or blank ballots shall not be counted.
Paragraph 9-12.
All general meetings shall be conducted in accord with the Club's Articles, Bylaws and Robert’s Rules of Order, in that order.
Section Ten. Elections and Referendums.
Paragraph 10-1.
A candidate for elective Club office shall have held a Regular membership card for at least one full year prior to his or her nomination.
Paragraph 10-2.
At the annual general meeting, at least two candidates shall be nominated from the floor for each office in the order given in Article 27. After all nominations have been made, there shall be a brief break following which additional nominations will be accepted for a five-minute period, but this rule may be waived by voice vote. A nomination shall not be valid unless the nominee has consented to the nomination for a specific office.
Paragraph 10-3.
The annual election shall be held from noon Monday until noon Friday of the third full calendar week in June. Voting in the annual election shall be by secret printed ballot except for absentee ballots as specified below. Printed ballots shall carry the names of all candidates for the Board, listed by position.
Paragraph 10-4.
Each regular member may vote for one candidate for each of the offices of President, First Vice President, Second Vice President, Secretary, Treasurer, and Kanji, and candidates for four (4) Directors-at-Large.
Paragraph 10-5.
During the election period, each Regular member shall mark his or her ballot and deposit it personally in the official ballot box. Members may write in other names on their ballot. Such write-in ballots shall be valid. If a write-in candidate is elected but declines to serve, the candidate with the second-largest number of votes for that office shall be declared elected.
Paragraph 10-6.
Regular members may vote by paper ballot at the Club office, signed letter, fax, telegram, or e-mail according to the procedure to be announced, listing his or her choice of candidates. Appeals, if any, regarding the validity of ballots shall be filed no later than two weeks after the results are declared. Members of the Board who would qualify to serve on the Election Committee as per Paragraph 10-7 shall be the final judge of the validity of any ballot.
Paragraph 10-7.
All arrangements for the annual election, including supervision of electioneering material, printing and distribution of ballots, provision of a ballot box, verification of candidates’ eligibility and the counting of ballots cast shall be supervised by an Election Committee composed of three senior regular members, preferably former Presidents, appointed no later than June1 by the President, who shall designate one of them as Chair. None shall be a candidate, nor nominate nor second the nomination of a candidate.
Paragraph 10-8.
The candidate with the largest number of votes for each of the offices of President, First Vice President, Second Vice President, Secretary, Treasurer, and Kanji, shall be elected. The four candidates for Director with the largest number of votes shall be elected. A tied vote shall be broken by another election for tied candidates, in accordance with Article 31-4. Should a second vote also end in a tie the candidate who has been a regular member for the longest accumulative active period shall be declared elected.
Paragraph 10-9.
The order of precedence of the four Directors-at-large shall be in order of the number of votes they received or, if there is a tie, in order of their accumulated seniority as an active Regular member.
Paragraph 10-10.
Newly elected officers shall take office on noon of the first day of July following their election and their terms shall expire at noon on the first day of July one year later.
Paragraph 10-11.
In the absence of a quorum of Regular members for nominations at an annual general meeting, making it impossible to hold an election, the existing Board shall remain in office until successors are elected and take office. The actions of the Board during such an extension of their normal term shall be subject to review at the next general meeting. Officers chosen in a delayed election shall hold office until noon of the following first day of July.
Paragraph 10-12.
If an officer is temporarily absent, the President may name an Acting Officer to take his or her place subject to approval by the Board. Such an Acting Officer shall give up his or her position automatically when the regular officer returns to duty, but his or her authority and duties while serving as an Acting officer shall be the same as those of an elected officer.
Paragraph 10-13.
If a position becomes vacant, the President shall appoint a replacement for the remainder of the term under the provisions of Article 32-3 subject to approval of the Board. Such an appointee shall have all the authority and duties of an elected officer, and precedence according to Article 27-3.
Paragraph 10-14.
The President shall not appoint any regular member to the Board if this violates the provisions of Articles 27-4 of the Articles of Association.
Paragraph 10-15.
If the result of any election violates provisions of Articles 27-4, only successful candidates who are actively practicing foreign correspondents in
Paragraph 10-16.
A Regular member shall hold only one elective office at a time. A member shall not serve more than five consecutive years on the Board unless subsequent years would be in the office of President, in accordance with Article 32-1.
Paragraph 10-17.
The outgoing President shall be an ex-officio member of the new Board but shall have no vote, unless he or she is re-elected to an office in which case the position of the non voting ex officio member on the new Board shall remain vacant.
Paragraph 10-18.
Any Club business may be referred to a referendum held simultaneously with the election of officers. Moreover, special referendums may be held by resolution of the Board or of a general meeting, in accord with Articles 25 and 26. At least two weeks must be allowed for voting in any referendum. For a referendum result to have validity, the quorum requirement will be the same as in Section Nine, Paragraph 9-6 of these Bylaws.
Paragraph 10-19.
A candidate for the post of Kanji shall be a Regular or Life member who is a past President, Vice-President, Secretary, or Treasurer of the Club. The President shall nominate two candidates for the post of Kanji at the June General Membership Meeting. The General Membership may nominate one or more additional candidates. No campaigning by the candidates prior to or during the election shall be allowed. Upon election, a Kanji shall serve for a one-year term as stated in Paragraph 10-10. No person shall serve as Kanji for more than five consecutive years.
Section Eleven. Meeting of the Board of Directors.
Paragraph 11-1.
The President shall convene a regular meeting of the Board of Directors at least once each month unless an emergency makes this impossible. Within one month after taking office the President shall post a full schedule of general and regular Board meetings for the benefit of all members. This schedule may be altered if necessary. The President may call extraordinary meetings if needed or when requested to do so by not less than three Board members. Notice for a Board meeting shall be given one week in advance but this requirement may be waived if the President directly notifies all Board members.
Paragraph 11-2.
A Board resolution shall be decided by the Majority of votes cast except as provided in Paragraph 5-3 and in Article 13-1.
Paragraph 11-3.
Should the entire Board be absent from Japan or incapacitated, the remaining Regular members shall hold a general meeting as soon as possible and select three senior Regular members, preferably former Presidents or Directors, to act as Trustees to carry on the routine administration of the Club until a regular officer returns. All action taken by such Trustees shall be subject to review at the next meeting of the Board at which a majority of the Board is present.
Section Twelve. Powers and Duties of the Board of Directors.
Paragraph 12-1.
In addition to the general powers and duties conferred on the Board of Directors in the Articles and elsewhere in these Bylaws, the Board shall have all necessary general authority to manage this Club effectively, to achieve its purposes, and to conduct its activities, in harmony with the provisions of Articles 17, 36 and 43.
Paragraph 12-2.
In addition to the above general authority, the Board shall have the following specific powers and duties:
a. To present annual budgets for approval by regular members.
b. To implement expenditures needed to maintain the Club, except that unusually large expenditures shall first be approved by regular members at a general meeting.
c. To approve all service charges.
d. To recommend to the membership all necessary fees, dues, subscriptions and assessments.
e. To set pay scales, and to enter into or modify Terms of Employment and labor contracts.
f. To recommend proposals of all kinds for action by the members.
g. To represent the Club in its dealings with others.
h. To examine all matters concerning this Club or its welfare.
i. To act as a standing committee to defend the general interests of journalists with special emphasis on professional needs of journalists in connection with the freedom and privileges of the press in
Paragraph 12-3.
Officers and committee members shall serve without personal compensation. However, they may be reimbursed for necessary official expenses subject to approval by the Board. At official meetings on the Club premises their meals and refreshments, within reason, shall be provided without charge.
Paragraph 12-4.
No officer or committee member of this Club shall use his or her office or position for personal or professional advantage. Officers shall draw a distinction between professional matters and Club affairs.
Paragraph 12-5.
The duties of the officers of this Club shall be as described in the latest available edition of "Robert’s Rules of Order" except as follows:
a. Only the President or his or her appointed substitute and no single member or group of members may speak or write publicly on behalf of the Club.
b. The First Vice President shall be charged with the protection and administration of the Club's physical property and premises in accordance with Paragraph 16-1.
c. The Second Vice President shall be charged with the personnel affairs of the Club, in accordance with Paragraph 16-1.
d. The Secretary shall be charged with supervision and protection of Club records and administrative archives.
e. The Treasurer shall be responsible for supervision of the Club's financial affairs and for the preparation of budgets in accordance with Paragraph 16-1.
Paragraph 12-6.
Nothing in this Section shall preclude the Board from delegating appropriate responsibilities to a General Manager, as described in Paragraph 18-2.
Paragraph 12-7.
The Club shall have a Kanji, or auditor. The Kanji's duties shall be in accordance with Article 59 of the Civil Code of Japan.
Section Thirteen. Paying and Receiving.
Paragraph 13-1.
All moneys owed to the Club shall be payable to the Treasurer, who may designate the Club's Chief Accountant or others as his or her collection agents. No other officer, member, or staff employee shall receive moneys owed to the Club unless formally appointed as Acting Treasurer during the temporary absence of the Treasurer, or unless he or she has been designated as a collection agent by the Treasurer.
Paragraph 13-2.
No moneys of this Club shall be paid out except by order of the Treasurer after approval by the Board of Directors. However, between meetings of the Board, the President may, if necessary, authorize expenditures totaling not more than two hundred thousand yen in all, subject to approval by the Board at its next meeting.
Paragraph 13-3.
Cash shall not be used to pay service charges for food and drink, in accordance with Paragraph 6-3. These charges shall be paid or acknowledged in the following ways:
a. By means of coupons from chit books, purchased for cash.
b. By using the chit signing privilege as provided under Section Fourteen below.
Paragraph 13-4.
Non-members may not buy or use chit books.
Paragraph 13-5.
All payments due the Club shall be made by cash, or check, or bank transfer, upon presentation of an invoice or statement of account. Coupons in a chitbook may be applied against any obligation to the Club.
Paragraph 13-6.
Unused portions of valid chitbooks may be redeemed at face value at the Club office by the purchaser.
Paragraph 13-7.
Members and their guests shall not tip Club employees. This provision shall not apply to hiring and paying individual employees for temporary services rendered outside both Club work hours and premises as provided in Paragraph 7-6 above.
Section Fourteen. Chit Signing Privilege.
Paragraph 14-1.
All members except Guest members are eligible for the chit signing privilege as provided below.
Paragraph 14-2.
Upon depositing with the Treasurer an amount of money fixed by the Board of Directors, the member may then sign chits for food, drinks and other charges. In accord with Paragraph 6-1, member's spouse, spouse-equivalent or minor child may also sign chits if the member guarantees their signatures in writing to the Treasurer.
Paragraph 14-3.
Signed chits will be totaled monthly and added to the account of the member.
Paragraph 14-4.
If a member is delinquent in his or her account, his or her chit signing privilege may be suspended or canceled and his or her chit deposit may be used to reduce the indebtedness in whole or in part. A member whose chit signing privilege has been suspended or canceled shall not receive the privilege again until he or she satisfies the Board with his or her financial responsibility.
Paragraph 14-5.
A member whose account is paid in full shall be repaid his or her chit deposit if he or she resigns from the Club or if he or she chooses to discontinue his or her chit signing privilege.
Paragraph 14-6.
A member who signs chits after his or her chit signing privilege has been suspended or canceled may be expelled from the Club.
Section Fifteen. Accounts of Members.
Paragraph 15-1.
The procedures below shall apply to all current, overdue, and delinquent accounts of members and are mandatory, subject to modification only by the Board of Directors. Neither the Treasurer nor the Club's staff shall have discretion on their application except to inform the Board of any special circumstances affecting a member's account.
Paragraph 15-2.
For the purposes of this section the dates given shall mean the close of business on that day or, if this day falls on a Sunday or legal holiday, it shall mean the close of business on the next business day.
Paragraph 15-3.
If any part of an account is overdue the entire account is overdue, until the overdue portion is paid in full. All moneys paid by members on their accounts shall without exception be applied, first, to service charges in order of due date and, second, to membership dues in order of due date.
Paragraph 15-4.
The month of incurrence is the calendar month in which a member incurs a charge by the Club. Accounts of members will be totaled as of the close of the last day of the month.
Paragraph 15-5.
The month of presentation is the first calendar month following the month of incurrence. Each member's account will be presented for payment on or before the 15th day of the month of presentation. An account is payable when presented. Presentation may be made personally, or by placing the account in the member's Club mailbox or by mailing it to the member's address of record. If an account is not received by the end of the month of presentation the member should obtain a copy of it from the Club office. If he or she fails to do so the account shall be considered properly presented for payment.
Paragraph 15-6.
If any portion of the account presented during the month of presentation remains unpaid following the fifteenth day of the first month after presentation, the account is one month overdue and the Club Accountant may notify the member in writing.
Paragraph 15-7.
If any portion of the account presented during the month of presentation remains unpaid following the fifteenth day of the third month after presentation, the account is three months overdue and delinquent. Accounts that are overdue in any amount for more than six consecutive months will also be deemed delinquent. When an account becomes delinquent:
a. The member’s chit signing privilege shall be suspended and his or her chit deposit held as security, if this has not already been done. Further, the chit deposit shall be immediately applied to the account, regardless of whether the account was incurred by signing chits or not, with any excess held for the account of the member and the member shall be notified in writing by the Treasurer of the action taken and formally requested not to sign chits until the account is settled in full but to use chit-book coupons instead. This procedure is mandatory and may be modified only by the Board.
b. The Board also may call the member before it for explanations, establish a deadline or schedule for repayment, post the member's name on the Club bulletin board, suspend the member from all privileges and facilities of the Club for not more than three months, or take other suitable measures.
c. The Club Accountant shall provide the President and Treasurer with complete details of each delinquent account. The Board shall review this list at its next meeting and take immediate steps for collection of arrears or expulsion of the members.
Paragraph 15-8.
If a member still does not take satisfactory steps to settle his or her account, the Board shall then suspend the member pending payment of his or her account in full. The Board may take necessary steps including legal action to collect the account or the Board may call a general meeting to consider expulsion of the member.
Paragraph 15-9.
At its discretion the Board may withhold enforcement of Paragraphs 15-7 and 15-8 if it feels extenuating circumstances, such as prolonged absence on news coverage or severe personal loss, have prevented payment. However, nothing shall infringe on the right of the Board to suspend at any time a member whose account is overdue.
Paragraph 15-10.
The Board shall have authority to impose a surcharge on all accounts that are overdue or delinquent. It shall be calculated at the end of each month during which an account is overdue and added to the amount of the account itself. This surcharge may be applied each month until a member is suspended for being delinquent in his or her account.
Paragraph 15-11.
An overdue or delinquent account of more than 500,000 yen may be canceled only by resolution of a general meeting at the request of the Board.
Paragraph 15-12.
The Club Accountant shall report to the President and Treasurer immediately if any member signs chits when he or she does not have the chit signing privilege and the Board shall consider expulsion at its next meeting.
Paragraph 15-13.
A member delinquent in his or her accounts shall not vote, be a candidate, hold office, or share in the assets of the Club. Prior to a general membership meeting, referendum, or election the Treasurer shall supply the Board with a list of delinquent members.
Section Sixteen. Committees.
Paragraph 16-1.
In addition to standing committees to facilitate normal Club administration, the President may create special purpose committees. The President shall appoint committee chairs except where they are specified. Chairs of standing committees, except where specifically designated under these Bylaws, shall serve at the pleasure of the President and no chairs, including those specifically designated under these Bylaws, shall have independent power to bind the Club or act in its name. All chairs shall act under the authority of the general membership and the Board.
The standing committees and their duties are as follows:
a. House and Property Committee. To assist the Board on matters regarding the physical property and premises of the Club, with the First Vice President as chair.
b. Human Resources Committee. To assist the Board and General Manager regarding personnel and related matters, with the Second Vice President as chair, understanding that all staff report to the General Manager who implements all personnel policies and who reports to the Board. The committee also shall act as a grievance panel in the event that a staffer has a dispute with the General Manager, or the General Manager has a dispute with the President.
c. Finance Committee. To assist the Board regarding club finances, with the Treasurer as chair and the Kanji as a non-voting, observer member.
d. Membership Committee. To process applications as provided in Section 5.
e. Food and Beverage Committee. To supervise operation of dining rooms, bars, and kitchen.
f. Professional Activities Committee. To provide speakers of professional interest.
g. Freedom of Press Committee. To safeguard freedom of the press for Club members.
h. Library, Archives, and Workroom Committee. To supervise operation of the library, media archives, and workroom.
i. Entertainment Committee. To plan, present and supervise social functions and entertainment.
j. Election Committee. To supervise elections in accordance with Section 10.
k. Scholarship Committee. To advise the Board on disposition of the Club's scholarship fund.
l. Associate Members Liaison Committee. To assist the Board in liaison between Regular, Professional Associate and Associate members.
m. Movie Committee. To provide a regular schedule of movies.
n. Publications Committee.
o. Information Technology Committee. To assist the General Manager and Board on matters related to Information Technology.
Paragraph 16-2.
Each committee shall report regularly to the Board except the Election Committee which functions only at election time.
Paragraph 16-3.
Committee chairs or members may be invited to take part in Board meetings.
Section Seventeen. Relationship with the "Foreign Press in
Paragraph 17-1.
The Club agrees to act as patron and sponsor of the Foreign Press in Japan (FPIJ) and give it all reasonable and necessary support.
Paragraph 17-2.
This support shall include the following:
a. The FPIJ may, without charge, use Club premises as its headquarters and may have reasonable use of Club facilities for meetings, mail, reception and distribution of notices telephone service, office work, and logistical support, and a reserved place on the Club bulletin board.
b. The Club will pay reasonable stationery, reproduction, postage, and similar charges incurred by the FPIJ on behalf of its membership, subject to Board approval.
c. For liaison purposes, the President of the Club and the Chairman of the Club's Professional Activities Committee are ex-officio officers of the FPIJ.
Paragraph 17-3.
However, the Club shall have no control over, nor be liable for any act of, the FPIJ or its elected officers or members as such. Should questions arise involving relations between the Club and the FPIJ the decision of the Board or a general meeting shall be final.
Paragraph 17-4.
Under provision of Article 6-1, the Club shall not act as a regulating or allocating agency for any form of news or press coverage or access to news outside Club premises. All such matters shall be referred to Regular members and FPIJ.
Section Eighteen. General Manager.
Paragraph 18-1.
The Board may employ a General Manager as the highest-ranking member of the staff and delegate to him the appropriate responsibilities as described in Paragraph 18-2.
Paragraph 18-2.
The General Manager is the chief administrative officer of the Club and is generally responsible for the proper management of the Club as defined in the GM Job Description approved by the Board. The GM's responsibilities include, but are not limited to, the collection and administration of Club moneys in a way compatible with the best interests of the Club; the maintenance and improvement of the quality of the Club's products and services; the protection of the Club's assets and the control of Club liabilities; and, the hiring, assigning, disciplining and dismissing of employees. Between meetings of the Board, the GM may, if necessary, authorize expenditures totaling not more than one hundred thousand yen in all, subject to approval by the Board at its next meeting. Should the GM become incapacitated or otherwise unavailable to perform his or her duties, the Board may name an acting GM. The GM is hired by the Board of Directors and serves at its pleasure, subject to the terms of the employment contract. The GM reports quarterly to the General Membership Meeting, monthly to the Board and on a day-to-day basis to the Club President.
Section Nineteen. Remaining Procedures.
Paragraph 19-1.
Club procedures not specified in these Bylaws and the Articles of Association shall be those in the latest available edition of "Robert's Rules of Orders."
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