PEFC Asia Promotions

PEFC Asia Promotions Statutes

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PEFC Asia Promotions Statutes

Chapter 1 General Rules

• (Name)
  Article 1 The organisation (Non-Profit Organisation) shall have the name "PEFC Asia Promotions ".
• (Seat)
  Article 2 The principal seat of the organisation shall be 3-3-6 Nihonbashi, Chuo-ku, Tokyo. The organisation may have other offices at other places, if necessary.

Chapter 2 Objectives and Activities

• (Objective)
  Article 3 The objective of the organisation shall be to contribute widely to the protection of the forests and environments of various areas of the world by propagating and diffusing, among people in general and organisations related to forest resources, the PEFC forest certification scheme and its ideologies which were established and agreed on internationally for the purpose of promoting sustainable forest management and the wood materials and products which have originated from sustainably managed forests.
• (Type of Specified Non-Profit-Making Activities)
  Article 4 The organisation shall undertake, in order to achieve the afore-mentioned objective, the following types of Specified Non-profit-making Activities:
  
  • (1) Activities which promote the preservation of the environment; and
  • (2) International cooperation activities.
• (Activities)
  Article 5 The organisation, for the purpose of achieving the objective stipulated in the Article 3, shall undertake the following activities:
  
  • (1) Promotional and educational activities related to sustainable forest management schemes and methods, such as:
    • 1. Organising seminars and other educational programmes related to the PEFC forest certification scheme, and
    • 2. Providing relevant information by methods such as creating and operating an internet site, distributing brochures and pamphlets, etc.
  • (2) Other activities which are necessary for achieving the objective.

Chapter 3 Members

• (Type of Members)
  Article 6 The organisation shall have the following three types of members. The regular members and special members shall constitute members as stipulated by the Law of Specified Non-Profit-Making Organisations (The NPO Law).
  • (1) Regular members
    Organisations or individuals who sympathise with the objectives of the organisation and join the organisation
  • (2) Special members
    Organisations or individuals who have technical expertise related to the activities of the organisation and are able to provide suggestions or advice to the organisation
  • (3) Supporting members
    Organisations or individuals who join the organisation in order to support it.
• (Admission)
  Article 7
  1. There shall be no conditions set for the admission of members, except in the case of special members.
  2. Those who intend to join the organisation, except in the case of special members, shall submit an application of admission to the Chairman of the Board of Directors. The Chairman must admit the applicant unless there is justifiable reason to deny the admission.
  3. The Chairman, in the case that he/she does not admit the applicant, must notify the applicant of that decision by a written document clearly indicating the reason why the application has been denied the admission.
  4. Special members may be admitted by a recommendation of the Board of Directors and the applicant's own agreement.
• (Admission Fee and Membership Fee)
  Article 8 Members shall pay the admission fee and membership fee which are determined by the Board of Directors.
• (Forfeit of Membership)
  Article 9 Members shall forfeit membership in the case that one of the following events takes place:
  • (1) An application of resignation is submitted.
  • (2) The member is dead or has received a declaration of disappearance, or the organisation to which he/she belongs is dissolved.
  • (3) The member delays the payment of the membership fee without justifiable reason for more than a year.
  • (4) The member is expelled from the organisation.
• (Resignation)
  Article 10 Members can resign from the organisation of their own accord by submitting an application of resignation to the Chairman.
• (Expulsion)
  Article 11 The General Assembly can expel a member by resolution in the case that a member conducts a deed such as one of the following:
  • (1) He/she commits an act against this statute,
  • (2) He/she dishonors the organisation, or acts against the objectives of the organisation.
  The expelled member shall be given a chance to defend himself/herself before the resolution.
• (Non-Refund of Provided Funds and Goods)
  Article 12 Membership fees, admission fees or any other fees or goods once paid or provided to the organisation shall not be refunded or returned.

Chapter 4 Officers

• (Types and Quorum)
  Article 13
  1. The organisation shall have the following officers:
     • (1) Directors: three or more, but limited to ten
     • (2) Auditors: one or more, but limited to three
  2. One of the directors shall be the Chairman. A few Vice Chairmen may be appointed, too.
• (Election of Officers)
  Article 14
  1. The directors shall be elected by the Board of Directors and the result of the election should be reported to the General Assembly.
  2. The Chairman and the Vice Chairmen shall be elected from and by the directors.
  3. The group of officers shall not include more than one relative, either a spouse or anyone within the third degree, for each officer. Or, the number of such relatives, including the officer himself/herself, shall not exceed one third of the total number of officers.
  4. Those who are applicable to one of the items stipulated by Article 20 of The Law cannot be a director.
  5. The auditors shall be selected by the General Assembly.
  6. The auditors cannot assume the position of director concurrently. Neither can they be employees of the organisation.
• (Duties)
  Article 15
  1. The Chairman shall represent the organisation and manage its activities.
  2. The Vice Chairmen shall assist the Chairman, and in the case of an accident or the absence of the Chairman, the Vice Chairmen shall act for the Chairman in a pre-determined order.
  3. The directors constitute the Board of Directors, and execute the activities of the organisation based upon the stipulations contained in the statutes or resolutions made by the Board of Directors or General Assembly.
  4. The auditors will assume the following duties:
     • (1) To audit how the directors are executing their duties
     • (2) To audit how the organisation's assets are managed
     • (3) To report to the General Assembly or the relevant authority on any unfair acts regarding the organisation's activities or assets or any important facts which offend the statutes or the Law.
     • (4) To convoke a General Assembly when there is a need to make the above-mentioned report.
     • (5) To comment to the directors on how well the auditors think the directors are executing their duties
• (Tenures)
  Article 16
  1. The officers shall be elected for a period of two years. A re-election of the officers for a further election period is possible.
  2. Notwithstanding the stipulation of the previous item, the tenure of the auditors can be extended, in the case that the succeeding auditors have not yet been selected, until the end of the first General Assembly to be held in order to select the auditors in the General Assembly after the last date of the tenure which is defined by the statutes.
  3. The tenure of the officers who assumed the position as a substitute or as an increase of the number of the officers shall be the same as that of the predecessor or the current officers, respectively in each case.
  4. The officers must perform their duties until their successors assume their position, even after their resignation or the termination of their tenure.
• (Fulfillment of Vacancy)
  Article 17 When there is an absence of more than one third of the quorum of directors and auditors, the vacancies must be fulfilled without delay.
• (Dismissal)
  Article 18 When one of the following conditions becomes applicable to an officer, he/she shall be dismissed by a Board of Directors resolution with a vote of more than two-thirds in the case of a director, and by a General Assembly resolution with a vote of more than two-thirds in the case of an auditor. In the following cases, a chance to defend himself/herself must be given to the relative officer before the resolution.
  • (1) He/She cannot assume the responsibility due to a physical or mental disorder.
  • (2) He/She acted against the rules on his/her duties, or conducted unfair acts as an officer.
• (Bonuses)
  Article 19
  1. No more than one-third of the total number of officers may receive a bonus.
  2. A reimbursement can be made for expenses spent by the officers in order to perform their duties.
  3. The Chairman shall decide necessary issues related to bonuses not mentioned in the statutes through a Board of Directors resolution.
• (Consultants)
  Article 20
  1. The organisation may have advisors or consultants. The advisors or consultants are selected by the Board of Directors and the Chairman will have the right to appoint and dismiss them.
  2. The advisors or consultants can make suggestions about the activities and management of the organisation in response to a request from the Chairman.

Chapter 5 Meetings

• (Types)
  Article 21
  1. The organisation shall have two types of meetings: The General Assembly and The Board of Directors.
  2. The General Assembly consists of the Regular General Assembly and the Special General Assembly.
• (Constitution)
  Article 22 The General Assembly shall be comprised of the regular members and special members.
• (Functions)
  Article 23
  1. The General Assembly shall make the following resolutions:
     • (1) Revision of the statutes
     • (2) Dissolution and mergers
     • (3) Dismissal of members
     • (4) The election and dismissal of the auditors, and the responsibilities of the officers
     • (5) Reports on annual activities and accounts
     • (6) Jurisdiction of the remaining assets at the time of dissolution
     • (7) Other important issues related to the operation of the organisation
  2. The Board of Director shall make resolutions with regard to the following matters, in addition to the matters stipulated elsewhere by the statutes:
     • (1) Matters to be discussed at the General Assembly
     • (2) Matters related to the execution of the items discussed at the General Assembly
     • (3) Other matters which do not require General Assembly resolution
• (Holding Meetings)
  Article 24
  1. The General Assembly shall meet regularly once per year.
  2. A Special General Assembly shall be convoked when one of the following events takes place:
     • (1) The Board of Directors has recognised the need and demanded it.
     • (2) More than one fifth of the regular members and special members have demanded it by a written document indicating the purpose of the meeting.
     • (3) The auditors have convoked it in accordance with the stipulation of Article 15, Item 4, Number 5.
  3. The Board of Directors shall be held when one of the following events takes place:
     • (1) The Chairman has recognized the need.
     • (2) More than one third of the total number of the directors have demanded it by a written document indicating the purpose of the meeting.
• (Convocation)
  Article 25
  1. The meetings shall be convoked by the Chairman, except for the cases stipulated by the previous Article, Item 2, Number 3.
  2. When a demand has been made in accordance with the stipulation of the previous Article, Item2, Number 1 and Number 2, the Chairman must convoke a Special General Assembly within 60 days. In addition, when a demand has been made in accordance with the previous Article Item3, Number 2, the Chairman must convoke the Board of Directors within 14 days.
  3. When the chairman convokes a meeting, he/she must notify the members by a written document indicating the date, time, purpose and the agenda, at least five days in advance of the meeting.
• (Method of Management)
  Article 26 The organisation may create a set of rules separate from the stipulations of these statutes with regard to the method of management of the meetings.
• (Chairman)
  Article 27
  1. The Chairman of the General Assembly shall be elected from the regular members and special members who are present at the General Assembly.
  2. The Chairman shall assume the chairmanship of the Board of Directors.
• (Quorum)
  Article 28
  1. The General Assembly cannot be held unless more than half of the total regular members and special members are present.
  2. The Board of Directors cannot meet unless more than half of all directors are present.
• (Resolutions)
  Article 29
  1. The agenda of the meetings shall be the items which have been anounced in advance in accordance with the stipulation of Article 25, Item 3.
  2. Unless the statutes foresee otherwise, decisions of the General Assembly shall be made by a simple majority of the regular members and special members present at the meeting, and decisions of the Board of Directors shall be made by a simple majority of the directors present at the meeting. When the numbers of affirmative and negative votes are equal, the chairman shall make the decision.
• (Rights of Decision)
  Article 30
  1. The rights of decision of the regular members and special members at the General Assembly, and the rights of decision of the directors at the Board of Directors (to be called the "Constituents") shall be equal.
  2. Constituents who cannot be present at the meetings due to inevitable reasons can vote on the previously expressed agenda by a written document. In the case of the General Assembly, he/she may entrust his/her decision to another constituent.
  3. Those constituents who voted in accordance with the stipulation of the previous Item shall be regarded as being present at the meeting with regard to the application of the preceding two Articles, the Item 1 of the next Article and the Article 43.
  4. Those constituents who have a special interest in the agenda cannot participate in the decision.
• (Minutes)
  Article 31
  1. The proceedings of the meetings must be recorded in the minutes, indicating the following items:
     • (1) The date and time
     • (2) The total number of constituents and attendants (If there were votes in writing or by trust, the number of such votes must be indicated.)
     • (3) The agenda
     • (4) An overview of the discussions and the result of any votes
     • (5) Items related to the election of the signers of the Minutes
  2. The Minutes must be signed by the Chairman and more than two signers elected in the meeting.

Chapter 6 Assets and Accounting

• (Composition of Assets)
  Article 32 The assets of the organisation shall consist of the following items:
  • (1) The property indicated in the List of Assets
  • (2) The admission fees and membership fees
  • (3) The funds and good provided as donations
  • (4) The revenue generated from the Assets
  • (5) Revenue generated from the activities of the organisation
  • (6) Other revenues
• (Classification of Assets)
  Article 33 The assets of the organisation shall be the assets related to the activities that are classified as Special Non-Profit-Making Activities.
• (Management of the Assets)
  Article 34 The assets of the organisation shall be managed by the Chairman. The management methods shall be determined separately by the Chairman through a Board of Directors resolution.
• (Principles of Accounting)
  Article 35 The accounting of the assets of the organisation shall be processed in accordance with the principles stipulated in each Number of Article 27 of the Law.
• (Classification of Accounting)
  Article 36 The accounting of the organisation shall be related to The Special Non-Profit-Making Activities.
• (Activity Plan and Annual Budget)
  Article 37 The Chairman shall develop an activity plan and the related budget for each fiscal year, and report them to the next General Assembly through a Board of Directors resolution.
• (Reserve Fund)
  Article 38
  1. It is possible to keep a reserve fund in order to compensate for the expenditures over or outside of the budget.
  2. When the reserve fund is spent, a Board of Director's resolution and a report to the next General Assembly are required.
• (Additions and Revisions of Budget)
  Article 39 Additions and amendments may be made to the budget through a Board of Directors resolution in the case that an inevitable event has taken place after the approval of a new budget.
• (Activity Report and Statement of Account)
  Article 40
  1. The Chairman shall prepare promptly the documents related to the statements of accounts, such as an Activity Report, Income Statement, Balance Sheet and Assets List after the termination of each fiscal year, and receive audit inspections and obtain approval from the General Assembly.
  2. When a surplus is generated at the end of the fiscal year, it shall be carried over to the next fiscal year.
• (Fiscal Year)
  Article 41 The fiscal year of the organisation shall start on the first day of September of every year and terminate on the 31st day of August of the next year.
• (Occasional Measures)
  Article 42 The Chairman must obtain approval from the Board of Directors when he/she intends to take out loans, assume new liabilities or abandon any rights outside of the budget.

Chapter 7 Revision of Statutes, Dissolution and Merger

• (Revision of Statutes)
  Article 43 A revision of the Statutes of the organisation shall require a resolution supported by more than three-fourths of the regular members and special members who attended the General Assembly, and an approval from the relevant authority, except for minor issues as those stipulated by the Article 25, Item 3 of the Law.
• (Dissolution)
  Article 44
  1. The organisation may be dissolved only by one of the following events:
     • (1) A resolution of the General Assembly
     • (2) Failure in carrying out the Specified Non-Profit-Making-activities which are the objective of the organisation.
     • (3) Lack of regular members and special members
     • (4) Merger
     • (5) Bankruptcy
     • (6) The relevant authority cancels its certification.
  2. The organisation may be dissolved in accordance with the stipulation in Number 1 of the previous Item, only when more than three-fourths of the regular members and special members approve it.
  3. When the organisation dissolves in accordance with the Number 2 of the previous Item, an accreditation of the relevant authority is required.
• (Jurisdiction of Remaining Assets)
  Article 45 The jurisdiction of the remaining assets of the organisation at the time of its dissolution (except for dissolution by merger or bankruptcy) shall be transferred to those organisations which are appointed by the General Assembly and selected from those legal entities stipulated by Article 11, Item 3 of the Law.
• (Merger)
  Article 46 The organisation can be merged with other organisations by a General Assembly resolution of more than three-fourths of the regular members and special members, given that the relevant authority certifies the merger.

Chapter 8 Method of Public Announcement

• (Method of Public Announcement)
  Article 47 Public announcements of the organisation shall be made on its own bulletin as well as by inserts in the public gazette.

Chapter 9 Secretariat

• (Secretariat)
  Article 48
  1. The organisation may set up a secretariat and employ a Secretary General and other staff members in order to perform office duties.
  2. The Chairman shall appoint and dismiss the employees of the organisation.
  3. Matters necessary for organizing and managing the secretariat shall be determined separately by the Chairman through a Board of Directors resolution.

Chapter 10 Miscellaneous

• (Detailed Regulations)
  Article 49 The Chairman may determine the detailed regulations necessary for the enforcement of the statutes through a Board of Directors resolution.

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