Chapter 1 (General Provisions)
CHAPTER 1 (General Provisions)
Article 1 (Name)
This organization 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 number of networking events, both own DCCJ events as well as in cooperation with other chambers of commerce and relevant associations.
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 Klub, Japan-Denmark Society, Japan-Denmark Parliamentarian Friendship League, Danes Abroad, EBC, JMEC, and the other Nordic Chambers of Commerce) on a 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
1. Danish companies represented or registered in Japan.
2. Japanese companies represented or registered in Denmark.
3. Companies represented or registered in Japan or Denmark and/or actively involved in the trade between Japan and Denmark.
Corporate Membership fee is JPY 150,000
B) Individual Membership
1. Danish or non-Danish individuals employed at non-Danish companies or self-employed persons. The membership fee is JPY 30,000
2. 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 DCCJ members may at the Annual General Meeting elect selected individuals of past or present importance for the Chamber to become Honorary Members. Honorary Members shall be exempt from membership dues.
On the DCCJ website a limited number of banner ads are available for our members to purchase on an annual basis.
Small banner ads cost JPY 75,000 annually and large banner ads cost JPY 120,000 annually.
Article 6 (Application for Membership& annual renewal of membership)
Eligible new members must seek membership by application in writing or by invitation from DCCJ. Upon confirmation of receipt of membership fee, the membership is considered active. Same applies to the annual renewal of membership. Payment due date is 1 month after receipt of invoice.
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 by post or email. 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 Annual General Meeting (AGM), Members who have been approved Members for at least 60 days before the day of the AGM have the following voting rights:
1. Corporate Members:2 votes
2. Individual Members: 1 vote
3. Honorary Members: no vote
Members whose dues are delinquent shall not be entitled to vote. Upon payment of such dues, the right to vote shall be regained for next General or Extraordinary Assembly.
An eligible voting Member unable to attend the AGM may execute its voting right by a written proxy designated to any eligible voting Member to act on its behalf.
CHAPTER 3 (Organization)
Article 11 (Annual General Meeting)
The Annual General Meeting (AGM) shall be the main forum for Members to exercise influence on the activities of DCCJ.
DCCJ shall hold an ordinary Annual General Meeting (AGM) of its Members within 90 days (unless there are reasons to postpone)after termination of the fiscal year. Notification of the AGM must be mailed or e-mailed to the Members 15 days prior to the date.
Following business shall be on the agenda of the AGM:
1. Report from the Chairman of the Board of Directors.
2. Presentation and adoption of DCCJ's financials including an audited statement of accounts for the preceding year.
3. Presentation and adoption of DCCJ's budget including annual fees for the current year. 4. Elections of Board of Directors.
5. Appointment of Audit Committee.
6. Any other business as deemed appropriate by the Board and/or raised by one or more voting Members.
Meetings of an Extraordinary General Meeting can 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/e-mailed to all voting members at least 15 calendar days prior to the meeting.
Minutes shall be taken at the ordinary AGM as well as at the Extraordinary General Meeting.
Article 12 (Decision Types & Voting Process)
There are 3 basic types of Member Decisions:
1. Election of Board Members are decided by a simple (50%) majority.
2. Other decisions by the DCCJ members will be brought forward by the Board of Directors and decided by a simple (>1/2) majority.
3. Amendments to the Bylaws require a 2/3 majority
Amendments to the Articles of Bylaws:
Amendments to the articles of these Bylaws 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.
If an adequate quorum is physically present at the AGM,then decisions are taken on that occasion. If not, then votes must be cast to the DCCJ Secretariat within 15 calendar days. Abstaining to vote will mean that the Member’s weighted vote will be removed from the total sum of votes and thus not count in the decision.
An “adequate quorum” consists of Members making up a total of 50% of total combined number of Corporate and Individual Members votes unless Amendments to the Bylaws are on the agenda, then it consists of members making up 2/3 of total combined number of member votes.In case of even decisions, the Chairman's vote is deciding.
Article 13 (Roles & Responsibilities)
There shall be 4 roles and responsibilities in the operation of DCCJ:
1. Board of Directors (BoD)
2. Executive Board (EB)
3. Executive Director (ED)
4. DCCJ Secretariat
Additionally, the incumbent Head of Trade at the Danish Embassy is invited to join BoD meetings and EB meetings as an observer and liaison to the Embassy.
The Board of Directors of DCCJ consists of 1 Chairman, min. 1 and max. 3 Vice Chairmen, and the remaining members being designated Directors. The total number of the Board is not to exceed 15.
Qualified for being elected to the Board of Directorsare:
1. Corporate members with any citizenship and with no delinquent dues
2. Individual members with Danish citizenship and with no delinquent dues
3. Honorary members
Elections take place at the annual General Assembly. Elections are valid for a 2-year period with an annual reconfirmation.
The Chairman cannot be elected for more than 3 consecutive 2-year periods with an annual reconfirmation based on a clearly articulated continued commitment to the Chairman role.
The Chairman must appoint min. 1 and max. 3 Vice Chairmen from consenting Board Members to support in the operational activities of DCCJ.
The Board Members are expected to show commitment for the Chamber activities and, after a reasonable number of years on the Board, expected to volunteer for the Vice Chairmen and/or Chairman roles.
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 until the next AGM at which time the vacant seat is opened for election.
The Board of Directors (BoD) shall:
1. Constitute itself immediately following the Annual General Meeting (AGM)
2. Elect the Chairman.
3. Delegate the operational mandate to the Executive Board
4. Review past activities and make high-level directional decisions at a quarterly Board meeting to be held 4 times per year. The AGM constitutes one of these 4 meetings.
5. Each BoD member is expected to participate minimum 2 times per year to be eligible for continuing the following year.
6. At Board Meetings decide by the majority of Members present. In case of an even decision, the Chairman's vote is deciding.
7. 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.
8. The Board of Directors may:
A) Enter into agreement with an Executive Director (ED) to be responsible for the day-to-day activities of DCCJ.
B) Enter into agreement with aDCCJ Secretariat to be responsible for supporting the day-to-day activities of DCCJ.
The Executive Board (EB) shall:
1. Consist of Chairman, all Vice Chairmen, ED, and DCCJ Secretariat as well as by invitation incumbent Head of Trade at the Danish Embassy
2. Give operational guidance and decision making to ED and DCCJ Secretariat to executive on the day-to-day activities of DCCJ.
3. Strive to meet either face-to-face or virtually once per month
The Executive Director (ED) shall be responsible for the day-to-day activities of the Chamber. Duties include:
1. Actively promote DCCJ.
2. Create and organize interesting events, introducing guest speakers. Events must be approved by Executive Board (EB).
3. Recruit new members.
4. Retain existing members by reaching out to them
5. Keep up-to-date DCCJ membership list and contact data (work with DCCJ Secretariat).
6. Update DCCJ home page.
7. Send out DCCJ newsletters.
8. Prepare pre-reads and update to BoD quarterly board meetings
The DCCJ Secretariat shall be responsible for supportingthe day-to-day activities of the Chamber. Duties include:
1. Assist with updating DCCJ homepage
2. Assist with arranging/ executing events
3. In charge of DCCJ Bank/ Petty cash
4. Main contact to DCCJ members in regards to invoicing
5. In charge of DCCJ finance, in cooperation with Executive Director and Auditor
6. Set-up/ arrange Board meetings, writing minutes
7. Give/receive relevant information/input for DCCJ.
8. Support on maintaining up-to-date membership database
CHAPTER 4 (Accounts)
Article 14(Fiscal Year)
The fiscal year of DCCJ shall be 1 January to 31 December.
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 to the Bylaws)
Bylaws approved on 23rd January 1996.
Amended on 30 January 1998, 22 April 1999, 24 January 2000, 20 April 2000, 25 January 2001, 2 March 2001, 9 July 2001, 24 January 2002, 23 January 2003, June 2008,13 March 2018