Articles of Association

 

Chapter 1 (General provisions)

(Updated on September 27, 2013)

Article 1 (Name and Location)

  1. The Association shall be known as the NORWEGIAN CHAMBER OF COMMERCE IN JAPAN and is hereinafter referred to as “NCCJ”.

  2. The registered place of business of the NCCJ shall be in Tokyo, Japan.

Article 2 (Objectives)

  1. The objective of the NCCJ is to promote the development of trade between Norway and Japan by supporting activities of Norwegian-related Companies in Japan.

  2. In order to achieve the objective, NCCJ shall

    1. Promote measures that benefit and protect Norwegian-Japanese interests in Japan.

    2. Represent and express various opinions of the business community of Norway in Japan regarding trade, commerce and finance and related matters.

    3. Provide, from time to time, to its Members, Japanese as well as Norwegian, information concerning commerce and related matters of interest.

    4. Associate and cooperate with other organizations – Norwegian, Japanese or other – sharing mutual interests.

    5. Promote friendship among Norwegians and others in Japan.

    6. Provide a base for information and contacts to Japanese companies and individuals interested in business with Norwegian companies or individuals.

    7. Provide a base for information and contacts to Norwegian companies and individuals interested in business with Japanese companies or individuals.

Article 3 (General Principles)

  1. The Chamber is a non-profit organization.

  2. The Chamber cannot act for the purpose of profit for any private person or other organization.

  3. The Chamber shall not be used for any political purposes.

Chapter 2 (Membership)

Article 4 (Types of Membership)

  1. There shall be the following categories of members:

    1. Corporate Members

    2. Individual Members

    3. Honorary Members

  2. Corporate Membership shall be open to all companies and organizations incorporated, registered or represented in Japan, or such other parties whose interest is considered as directly related to the interests of the Norwegian business community in Japan or Japanese business community in Norway.

  3. Individual Membership shall be open to individuals whose business profession conforms with the objectives of the NCCJ.

  4. The General Assembly may, on the recommendation of the Board of Directors, elect as Honorary Members persons who have made significant contributions to promote trade between Norway and Japan. An Honorary Member shall enjoy all the rights and privileges of Membership except that he/she shall not be qualify to be an officer or a Member of the Board of Directors or to vote at a General or Extraordinary General Assembly.

  5. Admission of Membership, whether Corporate, Individual or Honorary shall be at the absolute discretion of the Board of Directors and the Board of Directors’ decision as to an applicant’s qualification for Membership shall be final and conclusive.

  6. Only Corporate Members shall be entitled through their duly appointed representatives to vote at a General Assembly. Corporate Members may have one or more executives participating in all the NCCJ meetings. However, at a General or Extraordinary General Assembly, the Corporate Member shall have only one vote.

  7. Visiting business executives from Norway, or other countries doing business with Norway, may attend the General or Extraordinary General Assembly or any other events of NCCJ as visitors.

Article 5 (Election of Members)

  1. Application for election as a Member shall be made in such form as may be determined by the Board of Directors.

  2. All applications for Membership shall be scrutinized by the Board of Directors and the Board of Directors shall elect all applicants by a majority vote.

  3. Upon election, the name and address of the Member shall be entered in the Register of Members.

  4. The new Member elected shall also be furnished with a copy of these Rules and a request to remit to the NCCJ within one (1) month from the date of such request the amount of his first subscription. Upon payment of his first subscription, he shall become a Member of the NCCJ and be entitled to all the benefits and privileges of Membership and be bound by these Articles.

  5. If such subscription is not paid within one (1) month from the date of such request as aforesaid, the election of such candidate shall be void, unless he shall satisfy the Board of Directors that the delay in payment was due to sufficient causes.

  6. The Board of Directors shall have the right, by a majority vote, to terminate the membership of existing members if they shall fail to comply with the Articles of Association, or if they shall deliberately act contrary to the objective of the Chamber

Article 6 (Annual subscriptions)

  1. The annual subscriptions payable by all categories of Members shall be determined by the General Assembly.

  2. All annual subscriptions, except the first subscription of a new Member as provided by Article 5 (Election of Members) paragraph d, shall be payable during the month following the General Assembly, or as it may otherwise be decided from time to time by the Board of Directors.

  3. All annual subscriptions shall be paid to NCCJ. Cheques shall be made payable to the “Norwegian Chamber of Commerce in Japan”.

Article 7 (Resignation)

A Member may at any time by giving notice to the Board of Directors resign its Membership, but shall continue to be liable for any subscription or other sum due and unpaid at the date of his resignation.

Chapter 3 (Management and Organization)

Article 8 (Board of Directors)

  1. The General Assembly shall elect a maximum of ten (10) members to the Board of Directors for a period of two years and cannot serve more than three consecutive periods. The members of the Board of Directors should represent member companies or be individual members. The Head of the Norwegian Trade Council is automatically a non-voting Member of the Board.

  2. The Board of Directors shall elect a President who should have Norwegian citizenship, for a period of two years and could be re-elected until the age of 65. The President is the official representative of the Chamber.

  3. The Board of Directors shall also elect a Vice President for a period of two years.

  4. The Vice President shall:
    (1) act as an alternate delegate to represent NCCJ on behalf of the President in case of his/her absence.
    (2) support the President to proceed with his/her activities effectively.

  5. Members of the Board of Directors should represent member companies or be individual members and they are elected for a period of two years and cannot serve more than three consecutive periods.

  6. Members of the Board should have lived in Japan for a minimum of one year.

  7. The Board of Directors shall meet at least four times every year and three (3) elected Members of the Board shall form a quorum.

  8. The Board of Directors may appoint non-voting Members of the Board by unanimous vote

  9. Resolutions of the Board of Directors shall be adopted by a majority vote. In the event of a tie the President shall have the deciding vote

  10. The Board of Directors shall:
    (1) appoint the Executive Director and other staff, if necessary
    (2) decide remuneration and other benefits of the Executive Director and other staff
    (3) authorize annual action plans and budgets proposed by the Executive Director
    (4) present annual report, including audited statement of account for the preceding year and budgets to the General Assembly,
    (5) decide on all questions related to classification and acceptance of membership,
    (6) execute decisions taken by the General Assembly
    (7) when deemed necessary, set up projects and committees for special tasks
    (8) shall call a General Assembly when deemed necessary.
    (9) seek advice and guidance from the Board of Trustees

Article 9 (Executive Director)

The Executive Director of the Chamber shall be responsible for the day-to-day activities of the Chamber and his/her tasks shall include essentially:

  1. to develop and execute annual activity plan and the budget

  2. to handle member recruitment

  3. to report to the Board of Directors

Article 10 (General Assembly)

  1. The annual, ordinary General Assembly shall be held once a year upon a date and at the time to be fixed by the Board of Directors for the following purpose:

    1. to decide the annual subscriptions payable by both Corporate and individual members;

    2. to receive from the Board of Directors a Report of Activities, a Balance Sheet and Statement of Accounts for the financial year and a Budget for the next financial year;

    3. to elect Members of the Board of Directors every second year;

    4. to elect Board of Trustees every fifth year;

    5. to appoint independent auditors or an audit committee;

    6. to decide on any resolution which may be duly submitted to the meeting as hereinafter provided;

    7. to transact any other business.

  2. Besides the annual, ordinary General Assembly, extraordinary General Assemblies may be called upon whenever deemed necessary.

  3. Meetings of the Extraordinary General Assembly shall be called by the President of the NCCJ upon request by the Board of Trustees or the Board of Directors. Announcement of such meetings, including the agenda, shall be mailed to all voting members at least 14 days prior to the meeting.

  4. In any General or Extraordinary General Assembly, not less than 25 % of the members, shall constitute a quorum. If a quorum is not present in the meeting, it can be formed by the decision of the Board of Directors, by contacting the members. All resolutions, except resolutions regarding amendments to the Articles of Association (see Chapter 5), shall be adopted by at least a majority of the members at present.

  5. Minutes from the meeting shall be taken.

Article 11 (Board of Trustees)

  1. NCCJ shall have a Board of Trustees consisting of senior representatives of Japanese and Norwegian companies or individuals of good standing and long business relationship between Japan and Norway, jointly taking responsibility for the long-term development and stability of the Chamber.

  2. Members of the Board of Trustees shall be appointed for a period of five (5) years by the General Assembly. Members of the Board of Trustees may be re-elected.

  3. The Board of Trustees shall

    1. meet at least once a year and then receive a report from the President of the Chamber, who shall attend the meeting; every such meeting shall be chaired by one of the participants elected on the occasion of the meeting;

    2. act as advisor to the Board of Directors and the Executive Director;

    3. request an Extraordinary General Assembly, if deemed necessary.

Chapter 4 (Accounts)

Article 12 (Fiscal Year)

The fiscal year of the Chamber shall be from January 1 to December 31,

Article 13 (Audit)

Accounts shall be kept and at least once every calendar year be examined and certified by
independent auditors or an Audit Committee appointed by the General Assembly. The auditors shall audit the accounts of the Chamber at least seven (7) days before the General Assembly.

Article 14 (Auditors)

The General assembly appoints two Auditors for two years. The Auditors shall see that all the activities and decisions taken by the Chamber are within the framework of the Articles of Association and legally dealt with in a correct way. The Auditors shall also inspect and sign the consolidation of the fiscal account.

Chapter 5 (Amendments)

Article 15 (Amendments to the Articles of Association)

Any Member of the Chamber may propose amendments to these articles. The Board of Directors shall consider the proposals and present their recommendations to a general Assembly. 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.

Article 16 (Interpretation of Articles of Association)

The Board of Directors shall be the sole authority for the interpretation of these Articles, and the decision of the Board upon any question of interpretation or upon any matter affecting the Chamber and not provided for by these Articles, shall be final and binding the Members, unless altered or reversed by a resolution by the General or Extraordinary General Assembly.

Chapter 6 (Dissolution)

Article 17 (Dissolution)

The dissolution of the Chamber shall be adopted upon approval by three quarters at present and voting in the Extraordinary General Assembly, convened solely for the said purpose.

In the event of the Chamber being dissolved, all debts and liabilities shall be fully discharged 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.

-End of Articles Of Association-