CONSTITUTION OF THE IJA
The Association shall be called the Ireland Japan Association.
The objectives of the Association shall be:
- To promote greater economic and business ties between Ireland and Japan.
- To increase trade and commerce between Ireland and Japan.
- To promote and foster mutual understanding between the peoples of both countries, and in particular to encourage and assist a knowledge of the culture of each country within the other.
- To further the links between Ireland and Japan in all ways open to the Association.
3. Application for Membership
Applicants for membership of the Association, whether companies, firms, or individuals (including students) shall apply to the council, using the appropriate form, and submitting with their application the entrance fee (if any) together with the annual subscription, as determined by the Council from time to time. It shall be the prerogative of the Council to refuse if, for any reason such refusal is deemed to be in the interests of the Association.
In refusing any application for membership, the Council shall not be obliged to give any reason for such refusal.
The Association shall consist of a Patron, Ordinary Members (including Family Members) who shall be individuals, Corporate Members which shall be businesses or firms, incorporated or otherwise; and Honorary Members who in the opinion of Council, have made a significant contribution in achieving the objects of the Association or in the field of Irish/Japanese relations.
The Council of the Association shall invite His/Her Excellency, the Ambassador of Japan to Ireland, to be the patron of the Association.
The Council of the Association shall consist of:
- A Chairperson
- A Vice-Chairperson
- The immediate past Chairperson, as an ex-officio member, but only for the Council immediately following the end of his/her Chairpersonship, and
- Ordinary Council Members whose numbers shall not exceed twelve, of whom at least six shall represent the Corporate Members of the Association and at least three shall represent the Ordinary Members.
All of the foregoing save the immediate past Chairperson will be elected under the provision of election procedures as defined in paragraph No. 10.
The Council shall be empowered to co-opt additional members to ensure that all aspects of the cultural and economic activities of the Association are properly represented, but so that the Ordinary Council Members shall not at any time exceed twelve.
Council members shall have the right to nominate an alternate representative to attend Council Meetings on their behalf.
7. Non-Profit Making
The Association shall be a non-profit making organisation and on its dissolution or liquidation, any surplus funds remaining shall be paid to the members who are listed on the Register of Members as fully paid members at the date of dissolution on a pro-rata basis.
The Association shall employ a Secretary/ Treasurer who, for the time being, will be nominated by the Council of the IJA and, who shall keep a Register of Members and a Minute Book, together with such books, records and bank accounts that comply with generally accepted commercial practice and such books shall be kept in a manner that is in accordance with generally accepted accounting principles.
The accounting year end shall be 31 December. The Council shall arrange for the preparation of the annual accounts, in accordance with the financial reporting framework in Ireland, by an independent external accountancy firm. The annual accounts shall be put before the members at the AGM for their approval. In any given year, a majority of the Council members can request that the annual accounts are audited. The Association shall not be responsible for expenditure incurred in its name by unauthorised persons.
10. Election Procedures
The members of the Council shall be elected at the Annual General Meeting. Nomination proposal papers shall be sent to each member six weeks before the A.G.M inviting nominations. Each member will be provided with a schedule listing the number of Council Meetings attended by each Council member during the year since the last AGM. Nominations must be received by the Secretary four weeks before the AGM.
- No Seconder will be required.
- On receipt of the nomination papers by the Secretary, a ballot paper shall be drawn up and sent to members, which paper when completed must be received by an independent assessor, appointed by the Council, on a date seven days prior to the AGM. Ballot papers received after that date shall be invalid.
- Every Member shall have one vote; Corporate Members shall vote by representative. Family membership shall be restricted to one vote per family.
- All Ordinary Council Members shall be elected by the Annual General Meeting and shall hold office for a one year period and may be re-elected but may not hold office for more than three consecutive years. Any such Ordinary Council Member can again be eligible for re-election after one year.
- In the event of there being a tie for the last place, the vacant place shall be filled by lot from among those tying. The result of the ballot shall be announced at the Annual General Meeting.
- Any vacancy occurring may be filled by co-option by the Council and a person so co-opted shall retire at the next Annual General Meeting and offer himself for re-election by being automatically included on the ballot paper.
- Both the Chairperson and the Vice-Chairperson shall be elected by the Annual General Meeting and shall hold office for a one year period and may be re-elected but may not hold the same office for more than three consecutive years.
11. Meeting of Council
A meeting of the Council may be called at any time by the Chairperson of the Association, or by any one member of the Council, after consultation with and by agreement of the Chairperson. At least two Council meetings shall be held in any calendar year, in addition to any special meeting called by the Chairperson, or any one member of the Council following consultation with and by agreement of the Chairperson. The quorum for a meeting of the Council shall be five persons.
12. Annual General Meeting
An Annual General Meeting shall be held in each year in addition to any other General meetings in that year. The Annual General Meeting shall be held not later than three months after the accounting year end. The Annual General Meeting shall be specified as such in the notice convening such meeting.
Fourteen days notice for such Annual General meeting shall be given to the members.
The business of the Annual General Meeting shall consist of considering the audited accounts of the preceding accounting year; receiving the Report of the Secretary/Treasurer; the election of a Chairperson, Vice Chairperson and Ordinary Council Members in accordance with the procedures set out in Paragraph 10. The business of the Meeting shall also include the reading of the minutes of previous General Meetings and the transaction of any other business.
13. General Meetings
A General Meeting of the Association, other that an Annual General Meeting, may be convened by notice in writing being given to the Council by three quarters of the Members, having the right to attend and vote at such meetings.
The Council shall within fourteen days of the receipt of such notice, call a General Meeting of the Association, by giving to the members fourteen days notice of such meeting and specifying the purpose, time and venue thereof.
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands if passed by a simple majority of the paid up Members present and voting.
The quorum for any General Meeting of the Association shall be one fourth of the members. Should a quorum not be present within thirty minutes after the time stated for the commencement of the meeting, the meeting shall be adjourned and the members notified accordingly. The meeting shall be reconvened for a date fourteen days forward and will then proceed, whether a quorum is present or not.
Subscriptions shall be levied immediately after the accounting year-end of the Association and shall be due for payment within one month of issue. Honorary Members shall not be required to pay a subscription. Any members whose subscription or entrance fee (if any) remains unpaid for a period of one year after issue shall not be entitled to attend or vote at any General Meeting.
The subscription rates payable shall be determined by the Council before the accounting year-end, for payment in the following accounting year.
15. Amendments to Constitution
The Constitution may be amended at any time by a simple majority of the Members at a General Meeting of the Association duly convened in accordance with Paragraph 13, and on the submission to the Council of the proposed amendment(s) at least twenty eight days in advance of the General Meeting to be held for the purpose of considering such amendment(s). The proposed amendment(s) shall be notified to the Members at least fourteen days prior to the holding of the required General Meeting.
The Association shall be dissolved, if at a General Meeting of the Association duly convened in accordance with Paragraph 13, or at a General meeting convened by the council, a resolution to dissolve the Association is passed by a three quarters majority of the paid up members present and voting.
Arrangements will then be made for the disposal of the property and assets of the Association and for payment of debts; any surplus to be treated in accordance with Paragraph 7.
17. Regional Branches
The Council may establish or dissolve regional branches of the Association.
As a regional representative arm of the Association, each regional branch is ultimately accountable to the Council for its activities. The activities of each regional branch must be consistent with the provisions of the Constitution as interpreted from time to time by the Council.
The management structure of each regional branch shall be decided by its members subject to each electing its own Chairperson.
Each regional branch shall be responsible for maintaining proper accounts and having them audited annually. In addition, each regional branch must make its accounts available for inspection by the Council.
The Chairperson of the Council or his/her designate shall be invited to attend the meetings of the management of each regional branch as a non-voting member and the Chairperson of each regional branch or his/her designate shall correspondingly be invited to attend all meetings of the Council as a non-voting member.
The Chairperson of each regional branch shall be authorised to open bank accounts in the name of that branch subject to the approval of the Council as to the type, location and other details of any account and as to the required signatories on each account.
Each regional branch shall keep an up to date Membership roll. All members of the Association within each branch’s region shall also be listed on the membership roll of that branch. Correspondingly, all members on the membership roll of each branch shall also be listed on that of the Association. Communications from the IJA to be sent to members generally including those of a particular branch shall be sent by that regional branch to its members.
The Council in consultation with the management of each regional branch respectively shall decide all matters relating to subscriptions.