TRYING TO GET A quorum at our March general membership meeting, FCCJ’s annual budget meeting, should be a wakeup call for members.
Had we not gotten a quorum – and we only made the bare minimum by less than 10 attendees – we would have had to introduce “emergency” measures to pay our bills from April. When the Club was founded, emergency measures were meant for things like earthquakes.
We had quorum problems before the Club became a Koeki (public interest) Shadan Hojin, but nothing like those we have now.
Our new bylaws, which took effect three years ago when our koeki application was approved, are the source of the problem. FCCJ’s tradition of openness and transparency, which we pride ourselves on as a press organization, has regularly been trampled upon by “interpretations” of the law which are not necessarily true.
We have been told, for instance, that Members need a “court order” to see BOD meeting minutes. Our bylaws give every Member (Associate, Professional Associate, Regular and Life) the right to see “Club records” including minutes. Yet when Members go to the office to see the minutes, they are shown Article 97 of the Shadan Hojin Law, which says they need to get a court order. In other words: start a lawsuit to see records that our bylaws permit members to see.
In fact, that is not how our sponsor, the Cabinet Office, or even the Ministry of Justice (MOJ), the ultimate arbiter of legal matters, interprets Article 97. Recently, four Club members went to the Cabinet Office and confronted them with the problem. They told us that the law does not “prohibit” the Club from introducing our own rules, passing a bylaw, or giving members access to BOD and other records. They said the aforementioned court order refers to ordinary citizens who do not belong to the FCCJ.
On March 16, the Club lawyer spoke to the Ministry of Justice about this issue. The MOJ official said that Art. 97 is a mandatory clause but if the entity (the FCCJ) allows Members to inspect the minutes, that would not be prohibited by this Article.
In other words, we make our own internal rules in this particular case. We don’t need a court order if the membership has approved a bylaw. Which we’ve done: On June 10, 2015, the membership voted overwhelmingly (100-40) to approve a bylaw which said that minutes, committee reports, member lists and other Club records are now available for all members to inspect during office hours.
But the bigger picture: This current system of having to check with our lawyers every time we have a disagreement is not tenable. And ultimately, we’re talking about keeping secrets from the membership. Our Club never stood for that. And it wasn’t the policy before our koeki application was approved.
Next, I believe we must address the quorum problem and, concurrently, our rules for electing officers. I plan to tackle both in time for the June general meeting.
Concerning FCCJ elections, we need to go back our old system of electing our officers directly. We were told that the law requires our BOD to elect our officers and that the membership can’t directly elect them. I am told by experts, as with the minutes’ issue, that we can create our own election rules and that BOD elections of officers applies to corporations, not to organizations like the FCCJ.
In this regard, I believe Associate Members on our BOD should not have the right to vote for officers of a correspondents’ Club, namely for the FCCJ’s president, first vice president and second vice president. While I respect the contributions of our Associate Members and I consider them an integral part of our Club – after all, they account for 90 percent of Club revenues – we need to draw the line clearly.
Indirect elections, by BOD members in a closed room, which I have written about before, have caused great instability at the BOD. Now there is no president who can assure anybody that he will stay in office for longer than one week. The current rules allow five BOD members at any time (theoretically) to call for an emergency BOD meeting and hold it with a week’s notice and remove a president and appoint new one.
I also believe, but need to work out the details with the Associate Member Liaison Committee, that Associate Members should elect their own BOD members. It is said the Shadan Hojin Law opposes such a rule.
I and some BOD colleagues plan to propose a series of bylaws amendments in the next couple of weeks led by an expanded Compliance Committee that we can vote on at the June GMM to help govern ourselves better and move us back to our tradition of transparency. I am optimistic the age of “lost in translation” is coming
– Khaldon Azhari