ARTICLES OF ASSOCIATION

Tokyo, 1979 (Original)

Tokyo, May 2006 (Rev., 1)

Tokyo, May 2014 (Rev., 2)

Tokyo, August 2021 (Rev., 3)

Tokyo, May 2024（Rev., 4）

Tokyo, October 2024(Rev.,5)

ARTICLES OF ASSOCIATION

Chapter 1 (General Provisions)

Article 1. (Name, Form and Location)

1. The Society shall be called The Norway-Japan Society. Its Japanese name is 日本ーノルウェー協会. Its official abbreviation is NJS. The Society is hereinafter referred to as the “Society”.

2. The society is a non-profit, non-political membership organization and shall operate in accordance with these articles of association. A member is hereinafter referred to as a “Member”.

3. The Society shall have its office in Tokyo, Japan. 

 

Article 2. (Objectives and Activities)

1. The Objective of the Society is to promote friendly relations, mutual understanding and cultural interchange between the peoples of Japan and Norway.

2. The Society shall hold discussion meetings and lectures, organize study groups, exchange information, and carry out activities contributing to the attainment of the aims of the Society.

3. The Society shall be an active collaborator with other organizations, Norwegian, Japanese or other, sharing mutual interests.

 

Chapter 2 (Membership and Voting Rights)

Article 3. (Types of Membership)

  1. The Society has the following categories of members: 

    1. Honorary Members

    2. Corporate Members 

    3. Individual Members

    4. Student Members

  2. Former Japanese Ambassadors to Norway are offered Honorary Membership of the Society.  

  3. The incumbent Norwegian Ambassador to Japan is offered Honorary Membership of the Society.

  4. The General Meeting may upon the recommendation of the Board of Directors offer Honorary Membership to individuals who have made significant contributions to promote the Society objectives.

  5. All members except honorary members have equal voting rights, one vote each.

  6. Honorary Members shall enjoy all the rights and privileges of Members but will not be qualified to become a Board of Director.

  7. When the Member is unable to attend the General Meeting, he or she can vote by executing a written proxy through another member present for the vote.

  8. Members whose dues are delinquent shall not be entitled to vote until they have brought their dues up to date. They will be informed formally thereof.

 

Article 4. (Application and Withdrawal) 

  1. Application for membership shall be made in writing using a standard form provided by the Society.

  2. Admission of membership, whether Corporate Membership, Individual Membership and Student Membership shall be made at the absolute discretion of the Board of Directors. The Board of Directors’ decision as to an applicant’s qualification for membership shall be final and conclusive. 

  3. New Members shall receive information about these articles and a request to pay the applicable membership fee to the Society within one (1) month from the date of such a request. 

  4. 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 these Articles of Association, or if they shall deliberately act contrary to the Society’s objective.

  5. Members who wish to withdraw shall notify the Board of Directors in writing. Members shall continue to be liable for any membership fees or other sums due and unpaid at the date of withdrawal. The Board can decide to stop pursuing the collection of the unpaid membership duties. Membership fees or parts thereof already paid-up by a withdrawing member shall not be reimbursed for the current fiscal year.

  6. For Individual, Student, or Honorary Member: The membership shall be automatically terminated if a member has passed away.

  7. For Corporate Members: The membership shall automatically be terminated if the Corporation has ceased to exist.

  8. A student member, or the Representative of the Corporation, may be transferred to an Individual membership if he/she wishes so.

 

Article 5 (Membership Fees)

  1. Admission fees and annual membership fees payable by all types of Members shall be proposed by the Board of Directors and determined by the ordinary or extraordinary General Meeting. The fees will be published on the Society web page. 

  2. Annual membership fees shall be payable during the month following the General Meeting, or as it may otherwise be decided from time to time by the Board of Directors. 

 

Chapter 3 (Management and Organization)

Article 6 (Board of Directors)

  1. The General Meeting shall elect at least seven (7) individuals to the Board of Directors for a period of two years. Board members can serve a maximum of three consecutive periods.

  2. The Board of Directors shall elect a President. The President is the official representative of the Society and chairperson of the board of the directors. 

  3. The Board of Directors may also elect up to four (4) Vice-President(s) and Treasurer

  4. A Vice-President shall:

    1. act as an alternate delegate to represent the Society on behalf of the President in case of his/her absence

    2. support the President to proceed with his/her activities effectively

  5. A Treasurer shall manage the Society finances and accounting.

  6. The Board of Directors shall meet at least four (4) times every year and three (3) Members of the Board shall form a quorum.

  7. The Board of Directors may appoint non-voting members of the Board by unanimous vote, for example representatives of other relevant organizations.

  8. Resolutions of the Board of Directors shall be adopted by a majority vote. In the event of a tie, the Chairperson shall have the deciding vote.

  9. The Board of Directors may hire administrative help to support the daily management of the Society.

  10. The Board of Directors shall

    1. prepare annual plans of activities and budgets 

    2. present an annual report, including audited statement of account for the preceding year and budgets to the Annual General Meeting

    3. decide on all questions related to classification and acceptance of membership

    4. execute decisions taken by the Annual General Meeting

    5. when deemed necessary, set up projects and committees for special tasks

    6. shall call an Extraordinary General Meeting when deemed necessary

 

Article 7 (General Meetings)

  1. The annual ordinary General Meeting shall be held once a year at a date, time and form decided by the Board of Directors for the following purposes: 

1.     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

2.     to elect Members of the Board of Directors for a two (2) year period 

3.     to elect Auditors

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

5.     to transact any other business

2.     Announcement about the annual General Meeting, including the agenda, shall be informed to all voting members at least 14 days prior to the meeting.

  1. Besides the annual, ordinary General Meeting, extraordinary General Meetings may be called upon whenever deemed necessary.

  2. Extraordinary General Meetings shall be called by the President Announcement of such meetings, including the agenda, shall be informed to all voting members at least 14 days prior to the meeting.

  3. Decisions at General Meetings and Extraordinary General Meetings shall be made by majority votes of the members attending the Meeting.

  4. Minutes from the meeting shall be taken.

 

Chapter 4 (Treasury and Accounts)

Article 8 (Fiscal Year)

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

Article 9 (Society expenses) 

The Society is non-profit. All Expenditure shall be met by membership fees, fees from activities and other relevant contributions. 

 

Article 10 (Audit)

  1. Accounts shall be kept and at least once every calendar year be examined and certified by the auditors elected by the General Meeting.  

  2. The Auditor shall be independent from the Board of Directors and shall make his/her report directly to the President.

  3. The auditors shall audit the accounts of the Society at least Fourteen (14) days before the General Meeting and the report shall be presented at the meeting. 

Chapter 5 (Amendments)

Article 11 (Amendments to the Articles of Association)

Any Member of the Society may propose amendments to these Articles of Association. The Board of Directors shall consider the proposals and present their recommendations to the General Meeting. Amendments shall be made by majority vote by members attending the meeting.

Article 12 (Interpretation of the Articles of Association)

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

 

Chapter 6 (Dissolution)

Article 13 (Dissolution)

The dissolution of the Society shall be adopted upon approval by three quarters at present and voting in the Extraordinary General Meeting, convened solely for the said purpose. In the event of the Society being dissolved, the remaining assets of the Society shall be used for non-profit purposes, including Norway-Japan friendship activities. The Extraordinary General Meeting will decide on appropriate activities.

(End of Articles of Association)