BY-LAWS OF THE ITALIAN CHAMBER OF COMMERCE IN JAPAN
Art.1 NAME AND REGISTERED OFFICE
The Italian Chamber of Commerce in Japan (hereinafter “the Chamber”) is hereby established with a registered office in Tokyo. Its primary objects are promoting commercial exchanges and relations with Italy, and it is a free and elective association. The Italian Chamber of Commerce in Japan is established as a nonprofit association in accordance to the Italian law number 518 of July 1, 1970. The Board has the power of making representations and delegations from the Chamber in both Japan and Italy.
The Chamber’s objects are promoting commercial exchanges and relations with Italy and assisting its Members as well as the economic operators. It also promotes commercial relationships and collaborations between businessmen of both countries.
The Chamber promotes the connections and the collaboration with the Italian institutional system, with the other Chambers, with firm associations, with export consortium and any other interested subject, both public or private, thanks to the realization of projects and common initiatives
The Chamber promotes the spread of economic information that may be useful for the collaboration between companies and the development of business opportunities.
The Chamber proposes to:
Develop the contacts with organizations, companies, associations, economic and financial operators and environments of both countries, in order to facilitate the economic and commercial relationships;
Develop and spread comunication, information and knowledge through: magazines, fact sheets, economic newsletters, relations, catalogues, indexes, specialized databases, conferences and seminars, advertising in the media, websites on the Internet, etc.;
Offer welcoming services and initial customer support for the Italian operators that want to travel to Japan for business and for the Japanese operators interested in activities in Italy;
Offer services of assistance and consultancy directed to companies in order to facilitate the development of economic and commercial activities;
Work in order to convey and put into concrete form the opportunities of transnational cooperation between companies, as well as the investments of Italian companies in Japan and the investments of Japanese companies in Italy;
Offer training sessions and internships for spreading the economic culture;
Give specific assistance to economic missions;
Promote an incentive in creating initiatives aimed at achieving the purposes of the Chamber.
The Chamber cannot carry out profit making activities
There are two main categories of membership
The following may form part of the category of Ordinary Members of the Chamber: companies, boards, institutions, Italian or Japanese companies and people involved in any aconomic activity, having civil rights and dealing with commerce or services.
Also the following may form part of the Category of Ordinary Members of the Chamber: persons, companies, legal entities, Institutions and Societies of different nationalities, provided that they meet the above requirements.
Persons not wishing to become Ordinary Members may form part of the category of Observing Members of the Chamber, subject to approval by the Board and regardless of the residence (provided solely as individuals and not as representatives of other people or legal entities). Observing Members are listed in a separate section of the Annual Members’ Year Book, they have no rights to attend and vote at the Meetings, and may not be elected into the Board of the Chamber.
A Member is admitted to the Chamber upon presentation of a request for admission in the form determined by the Board, by resolution of the Board which verifies the conditions for admission of the new Member on the basis of criteria of opportunity and adherence to the aims of the Chamber.
The membership fee is annual and shall be renewed every year. If the fee is not paid by the expected terms, the membership is automatically terminated.
Ordinary Members have the right to take part and vote at the Chamber Meetings and may be elected into the Board.
Every Ordinary Member has the right to make suggestions directed to the Chairman so that he can insert them in the Agenda of the Meetings or of the Board.
Ordinary Members assume the role of “sponsors” (and enjoy any additional benefits determined at the discretion of the Board from year to year) upon payment to the Chamber of the additional membership fee determined each year by the Board.
Art.4 EXPULSION OF MEMBERS
A person that has lost his/her civil rights and has not yet regained them legally cannot be part of the Chamber under any title.
A Member is automatically expelled if, at any time, falls into one of the conditions mentioned above.
The Chamber may expel a Member in any circumstance in which the Board recognizes their non-compliance with the objects of the Chamber or a behavior which may damage the good name and prestige of the Chamber. A meeting shall be called ad hoc, during which the Member shall be permitted to state their case. A vote shall then be held, with two thirds of the votes determining the Member future position.
Members subjected to bankruptcy proceedings are expelled from the Chamber.
Art.5 MEMBERSHIP FEES
The annual membership fees shall be determined from year to year by the Board and must be paid within 30 days from the request.
If after 30 days from the request of the fee the payment has not been made, the Membership terminates and thus the associative relationship.
The social and financial year begins on the January 1 and ends on December 31.
Art.6 ORGANS OF THE CHAMBER
The following are official organs of the Chamber:
i) General Meeting of Ordinary Members
iii) Chairman of the Board
iv) Vice Chairman of the Board
vi) Panel of Auditors
vii) Secretary General
The offices- except that of the Secretary General- are free, elective, biannual and reconfirmable.
At the General Meeting and at the Board the following subjects must be invited: the Head of the Italian diplomatic delegation and the Commercial responsible. The Consul and ICE (Italian Trade Commission) and ENIT (Italian Government Tourist Board) office representatives might also be invited.
Art.7 HONORARY PRESIDENT OF THE CHAMBER
The Italian Ambassador in Japan shall, subject to his acceptance, act as Honorary President of the Chamber and retain such position for the duration of his appointment in Japan.
Art.8 GENERAL MEETING
The General Meeting of Members shall be compulsorily called at least once a year, but can be called whenever necessary.
It is called by the Chairman or, in its stead, by the Vice- Chairman.
A Meeting shall be called by the Chairman or by the Board any time the need is recognized.
The Chairman shall call the meeting at least 15 days prior to the date, whenever the Board recognizes the need or whenever a written request is made by at least 30% of the Ordinary Members.
The Meeting shall contain an indication of the Agenda, date, place and time and shall be announced by written notice sent to the Ordinary Members at least 15 days prior to date fixed for the Meeting.
The ordinary Meeting shall:
debate and approve the annual reports of the chairmanship and of the auditor;
debate and approve the balance sheets;
debate and approve the budget and the plan of the promotional activities;
Elect the eight Members of the Board.
elect the Members of the Panel of the Auditors of Account and establish its maximum number at 3 persons;
debate and deliberate about the suggestions of the Board and of the Members;
debate and deliberate about eventual changes af the By-Laws;
decide on the dissolution of the Chamber.
The General Meeting is presided by the Chairman of the Chamber.
In order to facilitate a wider participation of the Members in the decisions of the Chamber, the Board might decide to use an electronic or a postal vote. The method of the vote will be decided each time by the Board.
The Meeting shall be validly convened:
if the written notice has been sent to the Members at least fifteen days before the day of the Meeting and shall contain an indication of the place, date, time and Agenda;
if at least half of the Ordinary Members are present at the fixed time. If this condition is not met, a second calling of the Meeting shall gather after thirty minutes, regardless of how many people are present.
The Meeting shall be resolved by the absolute majority of the present Ordinary Members. If the votes are equal, it is the vote of the Chairman that decides the majority. In case of electronic or postal vote, the number of the valid votes shall be constituted by the votes of the present Members plus the electronic and postal votes.
As far as the suggestions for changes of the By-Laws are concerned, the decision shall be resolved by the absolute majority of the Ordinary Members present at the Meeting, including also the electronic or postal votes.
The Ordinary Members shall have the right to be represented by another Ordinary Member with written and signed consent, which shall be sent to the Chamber at least one day previous. No Member, though, may represent more than two Members at a Meeting. As the electronic or postal vote is concerned, no written consent shall be considered valid.
The Ordinary Members shall have the right to vote at Meetings, provided that they have paid their membership fees.
The resolutions of the Meeting shall be summarized in a record, signed by the Chairman and the Secretary General of the Chamber.
Art.9 THE BOARD
Subject to the provisions of these By-Laws, the ICCJ’ business shall be managed by the Board of Directors, elected by the Ordinary Members with valid voting rights in the Annual General Meeting.
The Board shall comprise eight Directors elected for a 2 years’ term and at each Annual General Meeting four Directors shall decade and four new Directors shall be elected. The Directors, including the President, Vice-President and Treasurer, can serve in the Board for a maximum of two consecutive terms and may be eligible to serve again on the Board after a term out of office.
The candidates for Board Members shall come from, as much as possible, a wide spectrum of business industries and services. Any Ordinary Member who is not an Observer Member is entitled to submit an individual candidacy for a Director’s seat provided that he or she is the legal representative of the Ordinary Member or has been previously appointed by its legal representative to represent the Ordinary Member in ICCJ.
All candidacy proposals shall be submitted in writing to the Secretary General no less than fifteen days before the Annual General Meeting and the proposed Board Members, once the fulfillment of the requirements for the candidacy have been verified, shall be immediately circulated to all Members.
In choosing the incoming Board, the Members shall vote by secret ballot with simple majority. The four candidates obtaining the highest number of votes shall be elected. In case of a draw between two or more Candidates, the Members shall vote a second time and the Candidate securing the highest number of votes shall prevail.
The Board elects a Chairman, a Vice-Chairman and a Treasurer during its first meeting.
The Board carries out every other function that is not the competence of the General Meeting. It manages and regulates the activities of the Chamber, delegating everything to the Secretary General.
The Board draws up the accounts and the summaries and submits the annual report to the General Meeting.
In the event that a position becomes vacant within the Board, the position shall be covered until the expiry of the relevant term by a Member or Members who, in the course of the elections of the Board, received the highest number of votes from among the candidates who were not elected.
In the event that there are no such candidates, the Board of Directors will invite all eligible members to run as candidates for the vacant position. The list of candidates will be then submitted to online voting by all the Members with voting rights.
The Board shall decide on the acceptance of new Members and on members’ expulsion, communicating the decisions and their motivations to the persons concerned.
The decisions of the Board shall be made by a majority of votes by the Directors who are present and voting. In case of a draw, the Chairman shall have a second or casting vote.
Art.10 MEETING AND RESOLUTIONS OF THE BOARD
The Board shall regulate the topics written in the Agenda.
The deliberations shall be considered valid if:
1. the written notice has been sent to the Boards members at least 10 days before the meeting with indication of day, time, place and Agenda;
2. at least one more than half of the Board Members, besides the Chairman or someone in its stead are present.
The resolutions of the Board shall be determined by absolute majority of the Members of the Board. In the event that the votes are equal, the vote of the Chairman is decisive.
Upon request of one or more Members of the Board, the resolutions might be decided by secret ballot.
A Board Member shall be expelled from the Board and substituted if they do not participate in at least three consecutive Meetings without a justified reason.
The resolutions of the Board shall be written in a report; which shall be approved at the beginning of every Meeting by the Board Members and shall be left at the Chamber’s office.
The Board shall send to the Foreign Trade Ministry, within the dates established, through the competent diplomatic representation and to the Italian Chambers of Commerce abroad:
a copy of the accounts for the following year and for the current year, accompanied by a report from the Panel of Auditors;
a list of Members, with variations with respect to the preceding year;
a report on the activities carried out in the preceding year and the results obtained;
a report on the planned activities;
a list of the organs of the Chamber.
Art.11 THE CHAIRMAN
The Chairman of the Board shall be appointed by the ordinary Meeting from the members of the Board. The Chairman shall be the legal representative of the Chamber; shall chair the General Meeting and the Board; shall lead the discussions, and have the decisive vote in case of equal votes.
Any time a written request is made by three Board Members, the Chairman shall call the Meeting within 15 days.
The Chairman has the power to use the work of the Board Members and shall delegate to one or more of them the research of specific matters.
The Chairman shall be the legal representative of the Chamber; shall supervise and coordinate the activities determined by the Board; shall appoint and revoke the chairperson of any Working Groups of the Chamber, and shall be a legal member of such groups; and shall have the right of several or joint signatures with the Secretary General as determined by the Board, in relation to the management of the funds of the Chamber.
Art.12 VICE-CHAIRMAN OF THE BOARD
The Vice-Chairman of the Board shall be appointed by the the members of the Board. The Vice Chairman shall carry out the functions and have the powers of the Chairman in the event of the Chairman’s absence or impediment; shall also carry out the functions which may be delegated by the Meeting, the Board or the Chairman.
In case of absence or impediment of both the Chairman or the Vice-Chairman the Board shall decide who shall substitute them.
The Treasurer shall be appointed by the Members of the Board. Together with the Secretary General, the Treasurer shall have custody and management of all the assets of the Chamber, and shall coordinate the administrative and financial operations of the Chamber according to the directives received from the Board.
Together with the Secretary General, the Treasurer shall draw up and submit to the Board, in the manner and times indicated by the Board, the annual budget and periodic reports and shall have the function of internal auditor.
Art.14 PANEL OF AUDITORS
The Panel of Auditors shall verify the accounting books and the correct management performance of the Chamber.
The Panel of Auditors shall be appointed by the Meeting from persons not forming part of the Chamber, and having the professional characteristics suitable to the appointment. The Panel shall verify the correct keeping of the books of the Chamber, and the correspondence of the accounts with the books and ledgers; shall prepare and submit to the ordinary Meeting an opinion regarding the contents of the accounts and the summary prepared by the Board.
Art.15 SECRETARY GENERAL
The Secretary General manages the administrative functions of the Chamber.
The Secretary General is appointed by the Board and shall take part, without voting rights, at the Meetings of the Chamber and at the Meetings of the Board, assisting in their organization, with the exception of the Panel of Auditors.
The Secretary General shall be considered the trustee of the administrative functions of the Chamber towards the Italian Government, under the co-ordination of the Chairman and the Board, especially in regards to the administration of the public money coming from the contributions.
The Secretary General shall co-ordinate the collection of the annual membership fees; shall draft the minutes of the Meetings and of the Board; and carry out all other various functions as entrusted to him by the Board and the Chairman. The Secretary General shall supervise and manage the personnel of the Chamber and shall carry out the resolutions of the Organs, as well as the instructions of the Chairman.
Considering the responsabilities, the Secretary General shall sign the administrative acts of the Chamber together with the Chairman.
The Secretary General cannot be a Member of the Chamber and cannot be involved in business activities. His salary is established by the Board.
For every new Secretary General in charge, the Chamber shall ask the Ministry of Economic Development to express its liking, in conformity with Article 5 of Law 518/70.
Art.16 FINAL PROVISIONS
An internal regulation governs the functioning of each organ of the Chamber and the offices in conformity with the articles of this By-Laws.
Any modification or addition to the present By-Laws shall be notified to all Members with a written notice and judged by the Ordinary Meeting. Any approved modifications shall be sent and approved by the Ministry of Economic Development.
The Association remains unlimited in office.
The General Meeting shall establish the dissolution of the Chamber. This suggestion shall be written in the Agenda and the resolution shall be decided by the absolute majority of votes of the Ordinary Members. In the event of dissolution, the remaining assets will not be available to the Members but will be made available to Italian non-profit associations in Japan.
Any other matter not explicitly provided by these By-Laws shall be regulated by local laws.