Japanese Society of Auckland Rules Revised 01 August 2016
Article 1: Name
The name of the society shall be the Japanese Society of Auckland Incorporated (abbreviated as JSA) (hereafter ‘The Society’).
Article 2: Objectives
The objectives of forming the Society are as follows:
- To foster mutual friendships between members.
- To contribute to the friendly relations between the countries of Japan and New Zealand.
Article 3: Activities
The Society will carry out the following activities in order to achieve the objectives listed in ‘Article 2: Objectives’ above.
- Meetings and social gatherings etc
- Activities that enhance cultural exchange
- Sporting and recreational events
- Educational support for children of members (involvement in the management of the Auckland Japanese Supplementary School)
- Other activities in order to implement the ‘Objectives’
Article 4: Non-profit Organization Status
The Society will conduct its activities as a Non-Profit Organization.
Article 5: Members
- Classifications: The members of the Society shall be categorized as follows.
1 Full Members: Voting rights
(1) Individuals 18 years and over who are resident in Auckland or surrounds, and who hold Japanese Citizenship or have held Japanese Citizenship in the past.
(2) Individuals 18 years and over who do not hold Japanese Citizenship, however who have the Japanese language as their mother tongue and who have spent a fair amount of time resident in Japan, and furthermore have received approval from the Committee.
(3) If a family joins the society where the family representative meets the criteria in (1) or (2) above and all live at the same address and share living costs, they shall be called a Family Unit.
A person who becomes a member as part of a family unit shall be called a ‘Family Member’ and shall not be given voting rights.
One family representative only shall hold voting rights for General Meetings etc.
(4) Individuals (1 person) who become Full Members shall be called ‘Single Units’.
2 Overseas Members: No voting rights
Families or single units who live in a country other than New Zealand.
A family member who becomes a member under this unit classification shall be called an Overseas Family Member.
3 Corporate Members: No voting rights
(1) Supporting Corporate Members: Japanese Corporations, or Corporations employing Full Member(s).
Supporting Corporate Members may register two individuals (families) as Full Members if they meet the criteria for Full Members.
(2) Special Supporting Members: Private companies or retail businesses run by Full Member(s).
Special Supporting Members may register one individual (family) as a Full Member if they meet the criteria for Full Members.
(3) Full Members registered via the above methods shall have voting rights.
4 Restricted Members: No voting rights
(1) Short term Members:
A short term membership shall be available for one year for those who meet the Full Member criteria however who are only in the country for a short period.
Extensions to the period of this type of membership shall not be allowed.
(2) Youth Members:
Individuals 17 years or under that meet the criteria of a Full Member, except for age.
- Admission and Expulsion
1 The eligibility of individuals/corporations/retail businesses that make an application for admission shall be examined by the Committee.
2 In the case that a member acts in the following ways, they may be expelled with a Committee resolution.
(1) If a member acts in a way that seriously damages the reputation of the Society
(2) If a member fails to pay membership fees without a valid reason
(3) If a member does not adhere to the Society’s Rules
- Withdrawal of Membership
Members may withdraw their membership at any time via notification in writing to the Society.
The Society will maintain a Register of Members including the names, addresses and membership dates of members.
Article 6: Joining Fees / Membership Fees
Members joining the Society shall pay joining fees and annual membership fees.
Joining fees and annual membership fees shall be decided by the Committee.
- Short term members shall be exempt from joining fees.
- Full members who are full-time students shall receive a student membership fee discount.
- Full members who are 65 years or over shall be called Senior Members and receive a 50% discount on the membership fees starting from the next financial year following Senior Member submission.
No joining fee required for new Senior Member applications.
Senior Member category applies to married couples or single unit only.
Article 7: Rules
- The revision, addition and deletion of rules shall be made according to a majority vote of Full Members present at a General Meeting held according to the proper protocol.
- In the case that there are changes to these Rules, the English version of the Rules shall be amended and recorded without delay.
- In the case that there are questions over the interpretation of these Rules, or there is a dispute in a local Court of Law, the interpretation of the English Rules shall prevail.
Article 8: General Meetings
- Annual General Meetings
The Annual General Meeting shall be held once per year. It shall be held no later than 15 months since the last General Meeting at a time and place designated by the Committee.
- Special General Meetings
In the following cases, a Special General Meeting may be called:
1 If the Committee passes a resolution to do so
2 If there is a request by more than two fifths of the Full Members to do so
1 A quorum for the General Meeting shall be two fifths of Full Members in attendance (including Letters of Proxy).
2 When consideration of proposed resolutions begins, if the quorum is not met, no resolutions may be adopted or otherwise dealt with.
- Cancellation / Postponement
If more than one hour has passed from the scheduled start time of the General Meeting and the quorum has not been met:
1 The meeting shall be cancelled if it is a Special General Meeting called at the request of the members.
2 The meeting shall be postponed to a date/time and place decided by the majority of Full Members present, if it is an Annual General Meeting.
3 If the postponed General Meeting still does not meet the quorum, the quorum for the General Meeting shall constitute the number of Full Members present.
1 At Annual General Meetings and Special General Meetings, the President shall act as Chairperson.
2 If the scheduled start time for the General Meeting has passed and the Chairperson is not present, the Vice President shall act as Chairperson.
3 If the Vice President is also absent, the Chairperson shall be selected from the Committee members by the Full Members present on the day.
- Voting rights
Full members as prescribed under Article 5 shall hold one voting right per unit.
- Notification of proposed resolutions
1 Resolutions to be brought before members at a General Meeting shall be notified to the members at least 14 days prior to the meeting date.
2 Resolutions on the agenda at Annual General Meetings shall be as follows:
(1) Annual financial report for the Society
(2) Selection of Committee Members for the following year
(3) Matters that have been notified in writing to the secretariat at least 21 days prior to the Annual General Meeting date
(4) Matters requested by a majority of Full Members present at the Annual General Meeting
- Approval of resolutions
1 The proposed resolutions shall be approved by the majority vote of attendees at the General Meeting.
2 In the event that there is a special mention in these Rules, then the process of proposed resolutions shall be in accordance with that provision.
3 In the event that there is an even number of for and against votes, the Chairperson shall hold the deciding vote.
- Proxy nomination
1 Full members may nominate a proxy, allowing them to attend a General Meeting and have voting rights on their behalf.
2 Nomination of a proxy shall be made in writing, signed by the Full Member in question, and handed to the Society’s secretariat prior to the start of the General Meeting.
3 It is not a requirement that the proxy must be a Full Member of the Society.
Article 9: Committee Members
- Committee members shall be selected to run the Society. There shall be at least 5 Committee members and they shall hold the following posts:
1 President Emeritus 1 person
2 President 1 person
3 Vice President 1 person (Or more than 1 person if deemed appropriate by the Committee)
4 Secretary 1 person
5 Treasurer 1 person
- Selection of Committee Members
1 With the exception of the President Emeritus, the Committee Members shall be selected from the Society’s Full Members.
2 Candidates for the Committee may nominate themselves or be nominated by other Full Members, and shall be selected by a majority vote of Full Members present at the Annual General Meeting.
3 With the exception of the President Emeritus, the term of office for Committee Members shall be until a replacement is chosen.
4 Selection of the President shall be determined by the mutual vote of the appointed Committee Members.
5 Selection of the Vice President and other posts shall be determined by a majority vote of the Committee Members after nomination by the President.
6 Committee Members reaching the end of their term may be re-elected.
- President Emeritus
The President Emeritus shall be the Consulate General of Japan in Auckland. The President Emeritus shall not hold voting rights on the Committee.
- Vacancies or additional Committee Members
If there is a vacancy for a Committee Member, or if a resolution is passed for additional Committee Members, the Committee may appoint a new Committee Member from the Full Members of the Society, regardless of the provisions of Article 8 Clause 7.2 (2).
- Resignation of Committee Members
Committee Members may resign at any time, if written notice is presented to the Society.
- Removal of Committee Members
Committee Members may be removed from office in accordance with a resolution of the Committee or a resolution passed at a Special General Meeting.
The Committee is able to request that a previous President of the Society act as an Adviser. The Adviser may attend Committee meetings however if they are not nominated as a Committee Member, they shall not have voting rights on the Committee.
Article 10: The Committee
The Committee shall consist of Committee Members selected in accordance with the provisions of Article 9, and shall run the Society.
- Committee Powers
1 The running of the Society shall be delegated to the Committee, and that power shall be executed based on the Society Rules and matters determined at General Meetings.
2 If it is deemed necessary for the running of the Society, the Committee may establish an office and employ the necessary staff.
3 The Committee has the power to decide the amount of joining fees and annual fees to the Society, as well as payment deadlines.
- In implementing the ‘Activities’ prescribed in Article 3, the Committee may, as necessary, establish Sub-committees made up of Committee Members.
- Committee Meetings
1 In order to deal with Committee matters, the Committee shall hold a regular Committee Meeting once a month.
The meeting may not be postponed or cancelled more than one month in a row.
2 If two Committee Members agree, an extra Committee Meeting may be called.
3 The Chairperson for Committee meetings shall be the President.
In the event that the President cannot be present, the Vice President shall act as Chairperson.
If the Vice President cannot be present, the Chairperson shall be chosen from the Committee Members present on the day.
4 The quorum required to pass resolutions at Committee Meetings shall be the majority of Committee Members present.
If votes are even, the Chairperson shall hold the deciding vote.
5 The Committee shall continue functioning even if there is a Committee Member resignation, however if the number of Committee Members falls below the minimum quorum of 5 persons , the Committee may not be functional on any matters except for calling General Meetings of the Society.
6 In regard to resolutions passed at Committee Meetings or decisions made by Committee Members according to their position, even if it becomes clear at a later date that there was an error in the selection of the Committee Member(s), the resolution or decision shall remain effective.
- The President
1 The President shall preside over the implementation of the duties of the Committee.
2 If the President is unavailable or unable to oversee implementation of the Committee’s duties, the Vice President shall be responsible.
3 If both the President and Vice President are unavailable, or are unable to oversee implementation of the Committee’s duties, a suitable candidate shall be chosen from the Committee Members to preside over the implementation of Committee duties.
- The Secretary
The duties of the Secretary shall be as follows:
1 To notify members of the Society’s General Meeting dates
2 All communication as deemed necessary by these Rules
3 To maintain the Society’s Register of Members
4 To record the minutes and Member/Committee Member attendance of the Society’s General Meetings, Committee Meetings and other meetings
5 Other duties related to the activities of the Society or duties the Committee or President deems necessary
- The Treasurer
The duties of the Treasurer shall be as follows
1 To deposit money paid to the Society into the bank
2 To pay expenses from the Society’s finances, as approved by the Committee
3 To prepare the Society’s account books, as well as the financial statements and asset reports necessary for the auditor
4 Other duties related to the activities of the Society or duties the Committee or President deems necessary
Article 11: Funds for Society activities and operation
- Funds for Society activities and operation shall be deposited into a bank that has branches in New Zealand.
- Multiple signatures (of Committee Members) shall be required for signing cheques and withdrawal slips.
- For internet transfers and payments made via internet banking, the prior approval of the Committee is required.
- If the Committee determines that it is necessary for the implementation of the Society’s activities, the Society may borrow funds from a third party.
Article 12: Financial Statements
- The Society shall keep accurate account books relating to the revenue/expenditure of funds for society activities and operation, assets and other transactions.
- The accounting year for the Society shall be from 1 July to 30 June of the following year.
- Approval by the Committee of the financial reports compiled by an accounting firm is considered an internal audit.
- If the Committee deems it necessary for funding applications etc, the Committee may request an external audit.
- In accordance with relevant bylaws, the Society shall submit a Financial Statement to the Registrar of Incorporated Societies every year.
Article 13: Notices
- Notices based on these Rules from the Society to its members must be made in sufficient time.
- Notices based on these Rules from the members to the Society must be made in sufficient time.
- For notices sent by post, the action shall be deemed effective 24 hours after posting the notice, and sufficient evidence for this shall consist of proof of the receiver’s address being correct and that the notices have been posted at the Post Office or put in a post box.
- For notices sent by E-mail, the action shall be deemed effective 24 hours after sending the notice, and sufficient evidence for this shall consist of a sent record with the correct email address for the receiver.
- Even if notices to members or Committee members are delayed or are not delivered, for resolutions or elections etc carried out at meetings organized with due procedure, their significance will not be affected, nor will they be invalidated.
Article 14: Exclusion of Liability
In regard to the actions and decisions of the members or Committee members relating to the activities of the Society, as long as they are not acting in bad faith and it is not wilful negligence, the members/Committee members in question shall be completely free from blame from the Society.
Article 15: Winding up
- In the event that a resolution is passed at a General Meeting to wind up the Society, an additional General Meeting shall be held at least 30 days later to confirm the said Winding Up Resolution. In the event that at this additional General Meeting, the resolution for disbandment is confirmed, the Society may be voluntarily wound up.
- In the event that there are assets remaining after all expenses and debts have been paid after the Society is wound up, the assets shall not be divided amongst its members, but transferred to organization(s) with ‘Objectives’ similar to those in the Rules of this Society, under Article 2, Clauses 1 and 2.
- The Committee shall decide which organization to transfer the assets to, after confirmation of the Winding Up resolution, however if this is not possible, it will be left up to the ruling of the local Court Judge. In the event that there is not a suitable organization, the assets will be donated to a charitable organization as designated by the Judge.
Revised on 10 August 2013
Revised on 01 August 2016 (Article 5: Members)