menuManagerial Regulations of FEC
(Name)
Article 1. This Committee shall be called the International Friendship Exchange Council (hereinafter referred to as “this Council”)
(Office)
Article 2. 1) This Council shall establish its head offices in Tokyo (1-8-10 Akaska, Minato-ku, Tokyo) and Nagoya (3-25-9 Meieki, Nakamura-ku, Nagoya)
2) This Council may establish its branch offices in other prefectures after the decisions of the Board of Directors.
(Purpose)
Article 3. This Council aims to promote mutual understanding between Japan and the people in other countries through human, cultural and economic exchange activities, contributing to the creation of a peaceful and happy global community. It also aims to promote internalization through activities which will enhance people’s awareness of the world, thus, contributing to the development of our country.
(Activities)
Article 4. 1) This Council shall carry out the following activities in order to achieve the purpose provided in the previous paragraph.
(1) Carry out researches and studying about civil diplomacy, and report the results.
(2) Collect and provide information and reference materials about civil diplomacy.
(3) Organizing international and regional seminars for the promotion of economic and cultural exchanges.
(4) Dispatch Japanese missions to foreign countries or receive foreign missions to Japan for the promotion of economic and cultural exchanges.
(5) Organize seminars and other programs concerning diplomacy and international issues.
(6) Edit and issue various publications concerning international exchange activities.
(7) Support the promotion of various exchanges between Japanese local cities and foreign countries.
(8) Develop international conscience of Japanese people and support Japanese companies’ business abroad.
2) Implement activities other than those provided in the previous paragraph in order to achieve the purpose of our Council.
Chapter 2. Members
(Type)
Article 5. 1) There shall be four classifications of the members in this Council.
(1) Regular Member: any individual or corporation that has agreed with the purpose of this Council and join the Council.
(2) Supporting Member: any individual or corporation that has agreed with the purpose of this Council and supports its activities.
(3) Honorary Member: Ambassadors, governors of prefectures and mayors of the cities specially designated by government ordinance who have been approved by a decision of the board of Directors of this Council.
(4) Special Members: any individual such as Consul who has remarkably contributed to this Council and whose classification is approved by the Board of Directors.
2) The rules of the members not mentioned above will be decided after the approval of the Board of Directors.
(Admission)
Article 6. 1) Those who wish to be a member of this Council shall submit the prescribed application form for admission to the Chairman and obtain the approval of the Board of Directors
2) The admission shall be decided by the prescribed standards at the Board of Directors, and shall be informed to the individual or corporation by a letter.
3) The functions of the above 1) and 2) can be committed to the Standing Committee.
(Membership fees)
Article 7. 1) Regular Members and Supporting Members shall pay admission fees and annual fees decided upon separately by the Board of Directors.
2) No membership fees shall be paid by Honorary Members and Special Members.
(Forfeiture of membership)
Article 8. 1) If any of following items applies to a member, he or she shall forfeit his or her membership.
(1) Termination of membership
(2) Declared to be incompetence or quasi-incompetence
(3) Death or declared to be runaway
(4) Failure to pay the stipulated membership fees for more than two years
(5) Expulsion
(Termination of membership)
Article 9. Any member may terminate membership at his or her own discretion by submitting a membership termination form prescribed by the Chairman with the approval of the Board of Directors.
(Expulsion)
Article 10. 1) If any of the following items applies to any member, such a member’s name may be expunged from membership. In such a case, the Chairman may give such a member an opportunity to explain himself or herself, if necessary, before such decision is made.
(1) Violation of the rules and regulations of this Council
(2) Conduct which injures the reputation of this Council or which is contrary to the purpose of this Council
(Donated money or objects may not be returned)
Article 11. Membership fees which have been paid or any other donated money or objects shall not be returned.
Chapter 3. Officers and Others
(Officers)
Article 12. 1) This Council consists of the following officers:
(1) (Directors) From 20 to 50 people
(2) (Auditors) Less than two people
2) From the Directors shall be chosen the Chairman; a few Vice-chairmen; and one Managing Director.
3) A President, a Senior Vice President and a Senior Managing Director may be selected, if necessary.
4) One of the Auditors shall be the Representative Auditor.
(Election)
Article 13. 1) Directors and Auditors shall be elected from among Regular Members at a General Meeting.
2) The Directors shall elect a Chairman, a Vice-chairman, a President, a Senior Vice President and a Senior Managing Director by mutual vote.
3) The Representative Auditor shall be elected from other auditors by mutual vote.
4) The Director may not be the Auditor.
5) The Senior Vice President may be a Managing Director.
6) Other matters concerning the elections of Directors and Auditors may be decided after the decision of the Board of Directors.
(Duties)
Article 14. 1) The Chairman shall represent this Council and manage the activities of this Council.
2) The Vice-chairmen shall assist the Chairman. If the Chairman is unable to perform his duties or the Chairman’s position becomes vacant, they shall take over in the order prescribed in advance by the Chairman.
3) The President shall represent this Council, assists the Chairman and manages the activities of this Council.
4) The Senior Vice President shall assist the President and manage the activities of this Council. If the President is unable to perform his duties or the President’s position becomes vacant, he shall take over.
5) The Managing Director shall assist the Chairman and the President and handle the daily work
6) The Senior Managing Director shall assist the Managing Director and share the daily work.
7) The Directors organize the Board of Directors and manage the activities.
8) The Auditors shall perform the duties based on the provisions of Article 59 of the Civil Law Act.
(Terms of service)
Article 15. 1) The terms of service of an officer shall be two years. However, reappointment is possible.
2) The terms of service of any officer who is elected due to a vacancy or an increase in the number of officers shall complete the remaining term of service of his predecessor or of the present officers.
(Dismissal)
Article 16. 1) If any of the following applies to an officer, he may be dismissed based on the decision of more than two-third of the attendants at a General Meeting. In such a case, such an officer must be given the opportunity to explain himself at a General Meeting before he is dismissed.
(1) If he is considered to be unable to perform his duties as an officer due to mental or physical problems.
(2) If he has acted contrary to his duties or otherwise acted in an inappropriate manner as an officer.
(Remuneration and others)
Article 17. 1) All officers shall be unpaid. However, permanent officers may be paid.
2) Expenses of any officer may be reimbursed.
3) The necessary matters concerning the previous paragraphs shall be separately decided upon after the decision of the Board of Directors.
Chapter 4. Honorary Members, Advisors and Others
(Honorary Chairman)
Article 18. 1) This Council can have one Honorary Chairman. The Honorary Chairman’s post shall be entrusted to a person who is recommended by the Chairman.
2) The Article 15 shall be applied as the rules concerning the Honorary Chairman. In this case “officers” shall be changed to “the Honorary Chairman”.
(Advisors and others)
Article 19. 1) This Council may have a few Senior Advisors, Advisors and Counselors.
2) A few Representative Senior Advisors shall be chosen among Senior Advisors, and a few Permanent Representative Advisors shall be chosen among Advisors.
3) The necessary matters concerning Senior Advisors, Advisors and Counselors can be decided separately after the decision of the Board of Directors.
Chapter 5. General Meetings
(Types)
Article 20. There are two types of General Meetings: Ordinary General Meeting and Extraordinary General Meeting.
(Structure)
Article 21. 1) A General Meeting shall consist of Regular Members.
2) Among Regular Members, Corporate Members shall have their corporate representatives who were applied at their enrolment as the General Meeting’s representatives
(Authority)
Article 22. Besides the provisions of these regulations separately decided upon, other important matters concerning the management of this Council shall be decided at a General Meeting.
(Holding a General Meeting)
Article 23. 1) An Ordinary Meeting shall be held at least once a year.
2) An Extraordinary Meeting shall be held in the following cases.
(1) When the Board of Directors deems it necessary.
(2) When more than one-third of the Regular Members request to hold it through the document in which the purpose of the Meeting is stated.
(3) When the Auditors request to hold it.
(Convocation)
Article 24. 1) The Chairman shall have the authority to convene a General Meeting.
2) The Chairman must convene an Extraordinary Meeting within 30 days after the request prescribed in the previous paragraphs were made.
3) In order to convene a General Meeting, at least 7 days’ prior notice must be given to the members, and such notice shall describe the date, place, purpose and the agendas of such a meeting.
(The Speaker at a General Meeting)
Article 25. The Speaker at a General Meeting shall be elected from among the Regular Members present at such a meeting.
(Quorum)
Article 26. A General Meeting shall not be held unless more than half of the Regular Members are present.
(Decisions)
Article 27. 1) The proceedings of a General Meeting shall be decided upon by the majority of the Regular Members present, except for those proceedings provide in these regulations.
2) In case of a tie, the Chairman shall decide the issue.
(Vote in Writing)
Article 28. 1) Any Regular Member who cannot attend a General Meeting for a compelling reason may decide in writing on the matters notified in advance
2) In the case mentioned in the previous paragraph, such a member shall be deemed to be present at a General Meeting by applying the provision of the previous Article.
(Minutes)
Article 29. 1) As to the proceedings of a General Meeting, the minutes must be taken, describing the following:
(1) Date and Place
(2) Number of Regular Members, number and names of those present. Those who decided in writing shall be added to that effect.
(3) Proceedings and decisions
(4) Process of the proceedings and their results
(5) Matters concerning the election of a signatory of the minutes.
2) The Chairman of a General Meeting and more than two signatories who have been elected at such a meeting must set their hands and seals to the minutes.
Chapter 6. Board of Directors
(Structure)
Article 30. The Board of Directors shall consist of Directors.
(Authority)
Article 31. 1) The Board of Directors shall decide the following matters as well as those provided separately in these regulations.
(1) Matters to be brought before a General Meeting.
(2) Matters concerning the execution of those matters decided at a General Meeting or the Council
(3) Matters to be entrusted to the Standing Committee
(4) Other matters concerning the execution of activities which do not require a decision of a General Meeting
(Types and Holding a Meeting)
Article 32. 1) There are two types of Board of Directors: Ordinary Board of Directors and Extraordinary Board of Directors.
2) The meeting of the Board of Directors shall be held twice a year.
3) The meeting of the Board of Directors shall be held in the following cases.
(1) When the Chairman deems it necessary.
(2) When half of the Directors request to hold it by a written statement.
(3) When the Auditors request to hold it.
(Convocation)
Article 33. 1) The Chairman is authorized to convene a meeting of the Board of Directors.
2) In order to convene a meeting of the Board of Directors, seven days’ prior notice in writing must be given to the Directors, describing the date, place, purpose and so forth of such meeting, except in case of an emergency.
(Speaker)
Article 34. The Chairman shall be the speaker at a meeting the Board of Directors.
(Quorum and others)
Article 35. The rules of a general Meeting shall be applied to a meeting of the Board of Directors. In such case the terms “General Meeting” and “Regular Members “ shall be changed to “a meeting of the Board of Directors” and “Directors”.
Chapter 7. Councilors and the Council
(Councilors)
Article 36. 1) This Council shall have a certain number of Councilors.
2) The Councilors shall be elected by the Chairman among Directors, Special Members and the representatives of the corporate members.
(Speaker)
Article37. The Speaker of the Council shall be elected by the Chairman among the Councilors with the approval of the Board of Directors.
(Structure)
Article 38. 1) The Council shall consist of Councilors.
2) The Council has the authority to decide matters brought before it by a General Meeting.
3) The Council has the authority to report on matters requested by the Chairman.
4) The Council shall be convened in the following cases.
(1) When the Chairman or the Standing Committee deems it necessary.
(2) When a third of the Councilors request to hold it.
5) The Council shall be convened by the Chairman. However the Speaker of the Council may convene it if necessary.
6) Chairman must convene the Council within 30 days after the request in the above mentioned Article 38-4-2 was made.
7) The decisions made in the Council shall be reported at the General Meeting.
8) Each provision concerning the General Meeting in the above mentioned Articles 27, 28 and 29 shall be applied to the Speaker, quorum, decisions in writing and minutes.
9) Other matters necessary concerning the Council may be decided by the Chairman with the approval by the Board of Directors.
Chapter 8. Standing Committee
(Structure)
Article 39. 1) The Standing Committee shall consist of Chairman, Vice Chairman and Managing Director.
2) President, Senior Vice President and Senior Managing Director may attend the Standing Committee.
3) The Chairman may approve the attendance of the Secretary General.
4) The Chairman may request the attendance of Committee Chairmen, Committee Vice Chairmen and Committee Acting Chairmen.
(Authority)
Article 40. 1) The Standing Committee shall execute activities entrusted to it by the Board of Directors.
2) The Standing Committee shall decide agendas in emergency. The decisions must be reported immediately to the Board of Directors.
(Convocation)
Article 41. 1) The Standing Committee shall be convened when the Chairman approves to hold it.
2) The Chairman shall convene the Standing Committee.
3) The Chairman shall convene the Standing Committee within 14 days after more than half of the Committee members request to hold it.
4) Each provision from the above mentioned Articles 33-3, 34 and 35 shall also be applied to the agreements, quorum and decisions of the Standing Committee.
(Minutes)
Article 42. Each provision from the above mentioned Article 29-1 and 2 shall be applied to the minutes of the Standing Committee.
Chapter 9. Assets and Accounts
(Structure of assets)
Article 43. 1) The assets of this Council shall consist of the following.
(1) Membership enrolment fees and annual fees
(2) Donations
(3) Income arising from its assets
(4) Income arising from its activities
(5) Other income
(Management of assets)
Article 44. The assets of this Council shall be managed by the Chairman in a manner separately decided upon by the Chairman with the approval of the Board of Directors.
(Disbursement of expenses)
Article 45. Any expenses necessary to run this Council shall be disbursed by its assets.
(Activity planning and budget)
Article 46. The documents concerning activity planning of this Council and its budget shall be prepared by the Chairman, approved by a decision of the board of Directors, and reported and approved at a General Meeting before the beginning of each fiscal year. The same shall apply when they are altered.
(Provisional budget)
Article 47. 1) If the budget is not approved despite the provisions of the above mentioned Article due to any compelling reason, the Chairman may settle the accounts, with the approval of the Standing Committee, in proportion to the budget of the previous year and until the budget if approved.
2) The accounts provided in the previous paragraph shall be deemed to be included in the newly approved budget.
(Activity report and settlement)
Article 48. The activity report and settlement of accounts of this Council shall be prepared by the Chairman within three months after the end of each fiscal year, be audited by the Auditors and reported at a General Meeting with the approval of the Board of Directors.
(Long-term borrowing)
Article 49. If this Council borrows money funds, the reimbursement shall be done within that fiscal year. Except for the short-term borrowing, the Chairman must acquire more than two-third of approval at a General Meeting.
(Fiscal year)
Article 50. The fiscal year of this Council shall begin on April 1 and shall end on March 31 of the next year.
Chapter 10. Alterations and Abolition of Regulations
(Alteration)
Article 51. These regulations shall be altered or abolished by a decision of a General Meeting with the approval of more than half of the Regular Members.
(Dissolution)
Article 52. This Council shall not be dissolved without a decision of more than three-fourth of the Regular Members at a General Meeting except in such cases as based on the provisions of Article 68 of the Civil Law Act, Paragraphs 1-2 to 1-4 and Paragraph 2-2.
(Disposal of remaining assets)
Article 53. The remaining assets of this Committee at the time of its dissolution shall be donated to any organization whose purpose is similar to the purpose of this Committee if more than three-fourth of the Regular Members agree to that effect at a General Meeting.
Chapter 11. Committee and Research Workers
(Committee)
Article 54. 1) This Council may have country-based and regional based Committees under its aim in order to promote economic and cultural exchanges with foreign countries.
2) The Committees other than the previously stated Committees may be established.
3) The necessary matters concerning the Committees shall be decided by the Chairman with the approval of the Board of Directors.
(Committee members)
Article 55. 1) The Committee members shall be elected from the Regular Members of this Council.
2) Despite the previous provision, intellectuals may also be selected as the Committee members.
(Research workers)
Article 56. 1) This Council may have research workers in order to implement research and investigation concerning activities of the purpose of this Council.
2) The research workers are impermanent, and shall be appointed by the Chairman with the approval of the Standing Committee.
3) The research workers shall be paid.
4) The work of the research workers shall be decided by the Chairman with the approval of the Standing Committee.
Chapter 12. Subsidiaries
(Establishment)
Article 57. 1) This Committee shall carry out programs in local cities in order to achieve its aims stated in this regulation.
2) The Chairman shall establish subsidiaries with the approval of the Standing Committee if necessary.
3) The names and the activity places of the subsidiaries shall be decided by the Chairman with the approval of the Standing Committee.
(Field office executives)
Article 58. 1) Subsidiary executives are elected based on the decisions made separately by the Chairman.
2) The Chairman shall recommend the Subsidiary executives from the Directors with the approval of the Board of Directors.
3) The Chairman shall dismiss the Subsidiary executives after the decision of the Board of Directors.
(Managing standard)
Article 59. Matters concerning the Subsidiaries shall be separately decided upon by the Chairman with the approval of the Board of Directors.
Chapter 13. Secretariat
(Establishment and others)
Article 60. 1) A secretariat shall be established to handle the clerical work of this Council.
2) The Secretary General and the staff shall be assigned to the Secretariat.
3) The Chairman shall appoint or dismiss the Secretary General and the staff.
4) The Director may be the Secretary General.
5) A field office may be established after the decision by the General Meeting.
6) A Secretary General and staff shall be established in a field office.
7) Matters concerning a field office shall be separately decided upon by the Chairman with the approval of the Board of Directors.