CHAPTER 1 (General Provisions)
Article 1 (Name)
This organisation is called "Danish Chamber of Commerce in Japan," (hereinafter called DCCJ).
Article 2 (Domicile)
The office of DCCJ shall be in Tokyo.
Article 3 (Objective)
The objective of DCCJ is to promote and strengthen the business relations between Japan and Denmark, as well as the image of Denmark in Japan.
Article 4 (Activities)
- 1. In order to achieve the objectives DCCJ shall arrange a minimum of 8 regular events per year. The Board of Directors may invite a speaker to the events to promote the framework for open and informal discussions.
- 2. The Board of Directors shall secure regular contact to the Royal Danish Embassy in order to discuss matters of mutual interest.
- 3. The Board of Directors shall co-operate with other relevant associations (e.g. Den Danske Forening and Japan-Denmark Society) on case by case basis in order to take joint responsibility of Japan-Denmark relations.
CHAPTER 2 (Membership)
Article 5 (Membership)
There are three types of membership:
a) Corporate Membership b) Individual Membership c) Honorary Membership
Qualified to become Members are:
a) Corporate Membership
- - Danish companies represented or registered in Japan.
- - Japanese companies which has a representation or is registered in Denmark.
- - Companies with representation or which are registered in Japan or Denmark and/or actively involved in the trade between Japan and Denmark.
Corporate Membership Fee is JPY 100,000.
b) Individual Membership
- - Danish or non-Danish individuals employed at non-Danish companies or self-employed persons. The membership fee is JPY 20,000 (JPY 30,000 as of Jan. 2009)
- - Individual Danes who are in Japan as students or otherwise not active as business persons. The membership fee is free.
c) Honorary Membership
The incumbent Danish Ambassador to Japan is an Honorary Member of DCCJ.
At the Board of Directors' recommendation, the General Assembly may elect selected individuals of past or present importance for the Chamber to become Honorary Members.
Honorary Members shall be exempted from membership dues.
Article 6 (Application for Membership)
Eligible new members must seek Membership by application in writing or by invitation from DCCJ.
Article 7 (Membership Committee)
The Membership Committee consists of the Board of Directors. The Committee decides all questions related to classification and acceptance of Membership by majority. In case of an even decision, the Chairman's vote is deciding.
Article 8 (Withdrawal of Membership)
Members who wish to withdraw their Membership must notify DCCJ in writing.
Membership fees or parts thereof already paid shall be prorated and adjusted as from the end of the month in which the withdrawal notice has been received by DCCJ or the withdrawal takes effect whichever is the later.
Article 9 (Exclusions)
The Board of Directors have the right to exclude Members in cases such as Members do no longer fulfil the requirements for the Membership, do not act in conformity with the objectives of DCCJ, or have dues delinquent for more than 90 days.
Article 10 (Voting Rights)
At the General Assembly, Members who have been approved Members for at least 60 days before the day of the General Assembly have the following voting rights:
ach Corporate Membership has 1 (one) vote.
Professional, Individual, and Honorary Membership have no vote.
Members whose dues are delinquent shall not be entitled to vote. Upon payment of such due, the right to vote shall be regained for next General or Extraordinary Assembly.
An eligible voting Member unable to attend the General Assembly may execute its voting right by a written proxy designated to any eligible voting Member to act on its behalf.
CHAPTER 3 (Organisation, General Assembly)
Article 11 (Organisation)
The General Assembly shall be the forum for Members to exercise influence on the activities of DCCJ.
The Board of Directors shall lead and execute the day-to-day operations of the DCCJ and head its office.
Article 12 (General Assembly)
DCCJ shall hold an annual ordinary General Assembly of its Members within 60 days after termination of the fiscal year. Notification of the General Assembly must be mailed, faxed, or e-mailed to the Members 15 days prior to the Assembly date.
Following business shall be on the agenda of the General Assembly:
Report from the Chairman of the Board of Directors.
Presentation and adoption of DCCJ's financials including an audited statement of accounts for the preceding year.
Presentation and adoption of DCCJ's budget including annual fees for the current year.
Elections of Board of Directors.
Appointment of Audit Committee.
Any other business as deemed appropriate by the Board and/or raised by one or more voting Members.
A quorum consists of Corporate Members present or represented by proxy. Decisions are made by the majority. In case of even decisions, the Chairman's vote is deciding.
All resolutions excluding resolutions to adopt amendments to the Articles of Association (see Article 18) shall be adopted by at least a majority of the votes present in person or by proxy.
Meetings of an Extraordinary General Assembly shall be called by either the Board of Directors or by Members representing more than 50 (fifty) percent of the votes. Announcement of such meetings including agenda shall be mailed/faxed/e-mailed to all voting members at least 15 calendar days prior to the meeting.
Minutes shall be taken at the General Assembly as well as at the Extraordinary Assembly.
Article 13 (Board of Directors)
The Board of Directors of DCCJ consists of 1 (one) Chairman, 2 (two) Vice Chairmen and min. 3 (three) but max. 6 (six) Directors.
Qualified for being elected to the Board of Directors are people representing Corporate Membership with no delinquent dues or Honorary Membership.
Elections take place at the annual General Assembly.
Elections are valid for a 2-year period.
In case a Board Member decides to resign during the period in office, the remaining Board Members may decide either to continue with reduced number of members or to invite an eligible Member to join the Board for the period up till the first coming General Assembly, at which time the vacant seat is opened for election.
The Board of Directors shall:
Constitute itself immediately following a General Assembly.
Elect the Chairman.
Execute decisions taken by the General and Extra Ordinary Assemblies.
At Board Meetings decide by the majority of Members present. In case of an even decision, the Chairman's vote is deciding.
At each Meeting, financials and budget follow-up are to be presented. Minutes are to be taken and approved by the Board no later than at the next Board Meeting.
The Board of Directors may:
Enter into agreement with one of its Corporate/Honorary Members to have "Secretariat," headed by an "Executive-Secretary." In such a case, the Board may enter into an agreement to pay a reasonable amount for services rendered.
Appoint an Executive Director to assist the Chairman and the Secretariat.
Article 14 (Executive Secretary)
The Executive Secretary shall be responsible for the day to day activities of the Chamber.
Organisation and operation of the functions of the Chamber's Office.
Budgeting and cost control.
Reporting to the Board of Directors and participation in their meetings.
Calling meetings and announcing other relevant information to the Members.
CHAPTER 4 (Accounts)
Article 15 (Fiscal Year)
The fiscal year of DCCJ shall be 1 January to 31 December.
Article 16 (Audit)
Accounts shall be kept and be examined and certified by independent auditor(s) or an Audit Committee appointed by the General Assembly at least every calendar year.
CHAPTER 5 (Amendments)
Article 17 (Amendments to the Articles of Association)
Amendments to these articles may be proposed in writing by any Member to the Board of Directors. The Board Members shall present the amendment recommendation to the Members no later than 60 days from the day of receipt of the proposal for a decision at the next ordinary meeting.
Amendments shall be adopted upon approval by two thirds of the Members with voting rights who are present.
Bylaws approved on 23rd January 1996.
Amended on 30 January 1998, 22nd April 1999, 24th January 2000, 20th April 2000, 25th January 2001, and 2nd March 2001, 9th July 2001, 24th January 2002, 23rd January 2003, June 2008.