Articles of Association
Chapter 1 (General Provisions)
(Updated on February 12th, 2020)
ARTICLE 1 (NAME, FORM AND LOCATION)
1. This chamber of commerce shall be named the Norwegian Chamber of Commerce in Japan. Its Japanese name is 在⽇ノルウェー商⼯会議所. Its official abbreviation is NCCJ. The chamber is hereinafter referred to as the “Chamber”.
2. The Chamber 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 Chamber’s place of business shall be in Tokyo, Japan.
ARTICLE 2 (OBJECTIVES AND ACTIVITIES)
1. The objective of the Chamber is to promote and strengthen the business relations between Norway and Japan, the image of Norway in Japan, and provide value-added services to its Members.
2. In order to achieve these objectives, the Chamber shall conduct various activities:
a) Be an active collaborator with other organizations, Norwegian, Japanese or other, sharing mutual interests
b) Promote measures that benefit and protect Norwegian-Japanese interests in Japan
c) Represent and express the opinions of the business community of Norway in Japan regarding trade, commerce, finance, and related matters
d) Periodically share relevant information on commerce and related matters of interest to Members
e) Provide a point of contact and information for Japanese and Norwegian companies and individuals with mutual business interests
f) Actively promote Norwegian business culture and best practice
g) Facilitate events for the benefit of Members
Chapter 2 (Membership and Voting Rights)
ARTICLE 3 (TYPES OF MEMBERSHIP)
1. The types of membership shall be as follows
a) Corporate Membership A
b) Corporate Membership B
c) Individual Membership
d) Honorary Membership
e) Student Membership
2. Corporate Membership shall be open to all companies and organizations incorporated, registered or represented in Japan, or such other parties whose interest is considered as directly related to the interests of the Norwegian business community in Japan or the Japanese business community in Norway. Hereinafter “Corporate Members”.
3. Larger companies shall generally have Corporate Membership A and smaller companies shall have Corporate Membership B. The governing criteria and principles for discerning Corporate Membership A or Corporate Membership B memberships shall be decided by the Board of Directors and be communicated to Members.
4. Individual Membership shall be open to individuals whose business profession conforms to the objectives of the Chamber.
5. Student Membership shall be open to students in Japan and Norway, and interns in Japan, whose interest conforms to the objectives of the Chamber.
6. The incumbent Norwegian Ambassador to Japan is offered Honorary Membership of the Chamber.
7. The General Assembly may upon the recommendation of the Board of Directors offer Honorary Membership to individuals who have made significant contributions to promote the Chamber’s objectives.
8. Honorary Members shall enjoy all the rights and privileges of Members, but will not be qualified to become a Board of Director.
9. Corporate Members only shall have voting rights at the General Assembly. Corporate Membership A shall have two votes and Corporate Membership B shall have one vote.
10. In the event that the voting representative of a Corporate Member is unable to attend the General Assembly and exercise the voting privilege, he or she may execute a written proxy designated to any eligible voting member to act on their behalf.
11. 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 Chamber.
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 a copy of these articles and a request to pay the applicable membership fee to the Chamber within one (1) month from the date of such a request. The membership fee is calculated pro-rata from the annual fee based on the month of joining. Memberships become effective upon confirmed receipt of membership fee payment.
4. If such membership fee is not paid within one (1) month from the date of such request as aforesaid, the application of such candidate shall be void, unless he shall satisfy the Board of Directors that the delay in payment was due to sufficient causes.
5. 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 Chamber’s objective.
6. 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. Membership fees or parts thereof already paid-up by a withdrawing member shall not be reimbursed for the current fiscal year.
ARTICLE 5 (MEMBERSHIP FEES)
1. The annual membership fees payable by all types of Members shall be proposed by the Board of Directors and determined by the General Assembly.
2. Annual membership fees shall be payable during the month following the General Assembly, 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 Assembly shall elect a maximum of ten (10) individuals to the Board of Directors for a period of two years. Board members can serve a maximum of three consecutive periods. The members of the Board of Directors should represent member companies or be individual members. The incumbent head of the Innovation Norway is invited as a non-voting member of the Board.
2. The Board of Directors shall elect a Chairperson. The Chairperson is the official representative of the Chamber.
3. The Board of Directors may also elect up to two (2) Vice-Chairperson(s).
4. A Vice-Chairperson shall:
a) act as an alternate delegate to represent the Chamber on behalf of the Chairperson in case of his/her absence
b) support the Chairperson to proceed with his/her activities effectively
5. The Board of Directors shall meet at least four (4) times every year and three (3) elected Members of the Board shall form a quorum.
6. The Board of Directors may appoint non-voting members of the Board by unanimous vote.
7. 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.
8. The Board of Directors shall:
a) appoint a General Manager and other staff, if necessary
b) decide remuneration and other benefits of the General Manager and other staff
c) authorize annual action plans and budgets proposed by the General Manager
d) present an annual report, including audited statement of account for the preceding year and budgets to the General Assembly
e) decide on all questions related to classification and acceptance of membership
f) execute decisions taken by the General Assembly
g) when deemed necessary, set up projects and committees for special tasks
h) shall call a General Assembly when deemed necessary
i) seek advice and guidance from the Board of Trustees
ARTICLE 7 (GENERAL MANAGER)
The General Manager of the Chamber shall be responsible for the day-to-day activities of the Chamber. The General Manager shall keep good communication with the Chairperson, and his/her tasks shall include:
1. to keep a close relationship with Members and other partners
2. to develop and execute an annual activity plan and the budget
3. to handle Member recruitment
4. to report to the Board of Directors
ARTICLE 8 (GENERAL ASSEMBLY)
1. The annual ordinary General Assembly shall be held once a year at a date and at a time decided by the Board of Directors for the following purposes:
a) to decide the annual fee payable by Members
b) 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
c) to elect Members of the Board of Directors for a two (2) year period
d) to elect Board of Trustees for a three (3) year period
e) to nominate members to the Election Committee for a two (2) year period
· Members for the election committee can be proposed by the Board and by any Member of the Chamber
· The committee shall consist of two (2) to five (5) members. The Chairperson of the Board is automatically a member of the committee
f) to elect Auditors for a two (2) year period
g) to decide on any resolution which may be duly submitted to the meeting as hereinafter provided
h) to transact any other business
2. Announcements about the annual General Assembly, including the agenda, shall be mailed to all voting members at least 14 days prior to the meeting.
3. Besides the annual, ordinary General Assembly, extraordinary General Assemblies may be called upon whenever deemed necessary.
4. Meetings of the Extraordinary General Assembly shall be called by the Chairperson upon request by the Board of Trustees or the Board of Directors. Announcement of such meetings, including the agenda, shall be mailed to all voting members at least 14 days prior to the meeting.
5. In any General or Extraordinary General Assembly, not less than 25% of the members, shall constitute a quorum. All resolutions, except resolutions regarding amendments to the Articles of Association (see Chapter 5), shall be adopted by a simple majority, proxies and differences in Corporate Membership A and Corporate Membership B vote entitlements included.
6. Minutes from the meeting shall be taken.
ARTICLE 9 (BOARD OF TRUSTEES)
1. The Chamber shall have a Board of Trustees consisting of maximum five (5) representatives of Japanese and Norwegian companies, jointly taking responsibility for the long-term development and stability of the Chamber.
2. Board of Trustees members shall be appointed for a period of three (3) years by the General Assembly. Members of the Board of Trustees may be re-elected.
3. The Board of Trustees shall:
a) Meet the Board of Directors at least once a year. This shall be on the initiative of the Chairperson. The agenda shall include reporting on the current status of the Chamber and preparation for the Annual General Assembly.
b) Act as an advisor to the Board of Directors and the General Manager
c) Call an Extraordinary General Assembly, if deemed necessary
ARTICLE 10 (ELECTION COMMITTEE)
1. The Election Committee shall:
a) Propose and present candidates and re-election of candidates for the Board of Directors to the General Assembly
b) Propose Auditors
c) Propose and present candidates for the Board of Trustees to the General Assembly
Chapter 4 (Accounts)
ARTICLE 11 (FISCAL YEAR)
The fiscal year of the Chamber shall be from January 1 to December 31,
ARTICLE 12 (AUDIT)
Accounts shall be kept and at least once every calendar year be examined and certified by the auditors elected by the General Assembly. The auditors shall audit the accounts of the Chamber at least seven (7) days before the General Assembly.
Chapter 5 (Amendments)
ARTICLE 13 (AMENDMENTS TO THE ARTICLES OF ASSOCIATION)
Any Member of the Chamber may propose amendments to these Articles of Association. The Board of Directors shall consider the proposals and present their recommendations to the General Assembly. Amendments shall be adopted upon approval by two-thirds of the members at present and voting.
ARTICLE 14 (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 Chamber 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 General Assembly or Extraordinary General Assembly.
Chapter 6 (Dissolution)
ARTICLE 15 (DISSOLUTION)
The dissolution of the Chamber shall be adopted upon approval by three quarters at present and voting in the Extraordinary General Assembly, convened solely for the said purpose.
In the event of the Chamber being dissolved, all debts and liabilities shall be fully discharged and the disposal of the remaining funds should be paid pro rata in relation to the membership fees paid by the Members.
If there is a deficit of funds, all the Members shall pay pro-rata in relation to their membership fees paid by the Members.
(End of Articles of Association)