Japan-Albania Association Articles of Association
Article 1 Naming This organisation is named The Japan-Albania Association (known as Nihon arubania kyokai in Japanese and hereunder referred to as the Association).
Article 2 Office The Association bases its' office in Kanazawa City, Ishikawa Prefecture.
Article 3 Objectives The Association aims to promote cultural and economical exchange between Japan and Albania, and to further mutual fellowship and goodwill.
Article 4 Business The Association, shall conduct the following activities in order to achieve the aforementioned objectives:
1. Research and investigation both economical and cultural, and the editing and publication of materials and information.
2. Planning and execution of, or assistance with seminars and lectures both economical and cultural.
3. Planning and execution of, or assistance with exhibitions and displays both economical and cultural.
4. Dispatch and reception of foreign students, trainees and delegates both economical and cultural.
5. Construction and maintenance of facilities both economical and cultural. 6. Other activities neccesary to achieve the aforementioned objectives.
Article 5 Classification and entitlement 1. The Association membership shall consist of full members, honorary members and honorary presidents in accordance with civil law. 2. A person approving of the aims of the Association may with the consent of the board of directors, become a full member. 3. Honorary membership may be conferred by resolution of the board of directors upon any person of renown for services to the Association.
Article 6 Admission
1. A candidate for admission as a full member shall submit the prescribed application form to the representative director.
2. In the aforementioned case, corporations or organisations shall submit the initial membership fee at the time of the said application.
3. The initial membership fee shall be \10,000.
Article 7 Dues
1. Full members shall pay the annual dues.
2. Membership dues may not under any circumstances be refunded.
3. Membership fees, the method of payment and other important items shall be decided by the general assembly.
4. The annual dues shall be \10,000 for private members, \100,000 for corporate members, and \500,000 for special members. There are no dues neccessary for honorary members.
Article 8 Loss of eligibilty for membership Eligibility for membership may be lost under any one of the following conditions.
1. Application to leave the Association.
2. Death or dissolution.
3. Expulsion
4. Arrears in excess of one year with membership dues, and if it is deemed that there is no intention to remain a member.
Article 9 Expulsion A member may be expelled from the Association by resolution of the general assembly, if he damage the honour of the Association or commit acts in opposition to the goals of the Association or violate his duties as a member.
Article 10 Organisation of assets The Association's assets shall consist of the following items:
1. Assets listed in the register of assets.
2. Initial membership fees.
3. Annual dues.
4. Income from business.
5. Profits from assets.
6. Others.
Article 11 Classification of assets
1. The Association has two classifications of asset, permenant assets and working assets.
2. Permanent assets may not be disposed of or mortgaged except in extreme circumstances and subject to the approval of the board of directors. The following assets constitute the permanent assets: No.1. Donated assets designated as permanent assets. No.2. Assets other than the aforementioned, added to the permanent assets by resolution of the board of directors.
3. Working assets consist of all assets not permanent.
Article 12 Payment of expenses The expenses of the Association shall be paid from the working assets.
Article 13 Administration of assets The representative director shall administer the assets of the Association. The ways and means of administration shall be decided by resolution of the board of directors.
Article 14 Custody of moneys Monetary assets of the Association shall be deposited in a post office, reliable bank, reliable trust company, national assets, or valuable securities.
Article 15 Disposal of surplus The Association may decide by resolution of the board of directors, to add surplus in whole or in part at the end of the business year to the permanent assets or to carry it over into the next business year.
Article 16 Budget decisions and approval of account settlements
1. The board of directors shall formulate a plan and a budget of revenue and expenditure for every event of the Association for ratification at the general assembly.
2. The board of directors shall prepare a report and a settlement of accounts for every year of business of the Association together with a list of current permanent assets for ratification by the auditors at the end of each year and by the general assembly at the first meeting held in the new year after the said year.
Article 17 Special accounts
1. The Association shall create special accounts and manage them separately from normal accounts in order to carry out fund raising events, or for other reasons which make it necessary.
2. In regard to the management of these special accounts, the aforementioned budget of revenue and expenditure and settlement of accounts, must be completed.
Article 18 Profits from special accounts The surplus profits from special accounts, regardless of the stipulations of Article 15, must be added to the permanent assets or to the current account of the working assets.
Article 19 Business year The business year of the Association starts every year on the 1st April and ends on the 31st March of the following year.
Article 20 Types of officer The Association's officers shall be as follows:
1. Representative Director
2. Director
3. Auditor
Article 21 Election of officers
1. The directors and the auditors shall be elected by the general assembly (in the case of corporations or groups, by their officers and staff), from among the members.
2. The representative director shall be elected by the board of directors from among themselves.
Article 22 Authority of the officers
1. The director shall carry out his duties as designated by the board of directors and the Articles of association as well as participation in the duties of the board of directors.
2. The representative director shall represent the Association as its president, and shall control its duties.
3. In the case of an accident or the absence of the representative director, the board of directors shall appoint a proxy or agent from amongst the officers.
4. The auditor shall carry out the duties of Article 59 of the civil code.
Article 23 Period of officers' service The period of an officer's service ends after the second normal general assembly of appointment. There shall be no obstruction to re-election.
Article 24 Duties of former officers Former officers who leave the Association after their period of service has ended or having resigned shall continue their duties until their successor arrives.
Article 25 Resignation from office through loss of eligibility Officers are regulated by Article 21 Section 1. Posts must be given up with loss of eligibility for election.
Article 26 Dismissal of officers Dismissal of Officers applies in correspondence to the conditions of Article 9.
Article 27 Remuneration of officers The officer's post is unpaid. However, full time officers may be remunerated at the discretion of the board of directors.
Article 28 Councilors and the board of advisors
1. The Association shall appoint a board of advisors of no greater than 40 and no less than 20 people.
2. The representative director shall appoint the councilors from among the members, subject to the approval of the board of directors.
3. The term of the councilor's services applies in correspondence to the conditions of Article 23 and dismissal in correspondence to Article 9.
4. The board of advisors shall consist of councilors who shall view reports and act in an advisory capacity on the execution of duties.
5. The representative director shall call together the board of councilors. The chairperson shall be elected by mutual decision of the board.
Article 29 Honorary President and honorary director
1. The Association shall have one honorary president and a small number of honorary directors.
2. The post of honorary president and honorary director may be conferred at the general meeting by recommendation of the board of directors.
Article 30 Advisors and counselors
1. There shall be counselors and advisors to the Association
2. The counselors and advisors shall be appointed by the representative director at the recommendation of the board of directors.
3. The counselors and advisors shall act in an advisory capacity to the representative director on important matters.
Article 31 Employees
1. In order to manage its' administrative business the Association shall establish an office and install the necessary employees.
2. The employees shall be appointed and dismissed by the representative director, and shall work as directed by the representative director.
3. The important issues for the office and employees shall be decided by the representative director with the consent of the board of directors.
Article 31 Employees 1. In o of honorary president and honorary director may be conferred at the general meeting by recommendation of the board of directors.
Article 32 Types of council, and organisation
1. There shall be two types of council, the general assembly and the board of directors.
2. There shall be two types of general assembly, the normal general assembly, and the extraordinary general assembly.
3. The normal general assembly shall be held within two months of the end of each year of business. The extraordinary general assembly and the board of directors shall meet as designated in Section 2 of the following Article and at times deemed necessary by the representative director.
4. The general assembly shall consist of private members, and the board of directors shall consist of directors.
Article 33 Calling an assembly
1. The assembly shall be called together by the representative director.
2. The representative director must call a meeting at times when one third of those who make up the assembly, (hereafter named Members), or when the auditors, indicate a matter requiring the attention of the assembly.
3. Members must be informed of the time, place and agenda, explained in documents at least five days prior to an assembly.
Article 34 Assembly quorum More than half of the number of Members, as well as those indicated in the Articles of association, must attend in order to hold an assembly.
Article 35 Assembly chairperson This role shall be filled by the representative director.
Article 36 Resolution quorum The assembly agenda, except items indicated in the Articles of association shall be decided by the consent of the majority of the Members present. However the representative director shall decide in event of inability to decide among the Members
Article 37 Vote by paper or proxy
1. A Member unable to attend an assembly through inevitable circumstances, may cast a vote by proxy on matters informed of previously. However the proxy must have proof of entitlement
2. In the previous clause, the Member who casts his vote shall be considered as present.
Article 38 Vote by paper In simple matters or matters of extreme urgency, the representative director shall request the written opinion of the Members and confer it to the board of directors. However, matters dealt with in extreme urgency must receive the approval of the board of directors on the first meeting held afterwards.
Article 39 Items to be referred to the general assembly The following items should be discussed at the general assembly:
1. Consent over business planning and reporting.
2. Consent over income and expenditure budget and settlement of accounts.
3. Alterations to the Articles of association.
4. Dispersal or disposal of residue assets.
5. Other items of the Articles of association.
6. Other important items relating to the management of the Association other than those mention above.
Article 40 Items to be referred to the board of directors The following items should be discussed at the board of directors:
1. Items established in the Articles of association.
2. Regulation or reorganisation of any of the rules.
3. Other items relating to activities of the Association.
Article 41 Alterations to the Articles of association The Articles of association may be altered with the ratification of more than three quarters of the members present at a general assembly consisting of more than three quarters of the total number of general members.
Article 42 Dispersion The Association may be dispersed with the ratification of more than three quarters of the members present at a general assembly consisting of more than three quarters of the total number of general members.
Article 43 Dissolution of remaining assets At the time of dissolution, the remaining assets of the Association may be donated to other organisations with the ratification of more than three quarters of the members present at a general assembly consisting of more than three quarters of the total number of general member.
Article 44 Enforcement by-laws The representative director shall decide, subject to the approval of the board of directors, the by-laws necessary to enforce the Articles of association.
Additional rules
1. The Articles of association shall be enforced as of the first general assembly.
2. The first business year after the establishment of the Association shall begin in the month indicated in the previous Section 1, regardless of the stipulations of Article 19 and shall end on the 31st March of the following year.
3. The budget of income and expenditure of the business year relating to the organisation of the above Section, shall be the budget of income and expenditure and event planning of the appropriate organisation as decided at the founding general meeting regardless of the stipulations of Article 16 Section 1. 4. The establishment of officers after the founding of the Association, regardless of the stipulations of Article 20 and Article 21 shall be as is stipulated hereafter, the period of office regardless of the stipulations of Article 23 Section 1, shall come into effect at the general assembly held on the 5th April 1997 in accordance with Article 32 Section 2. 5. The following persons, regardless of the stipulations of Article 29 Section 2 should be considered as recommended for the role of honorary president in accordance with Article 29 Section 1 on the day decided in Section 1 of the Additional rules: Prof.Dr.Betim MUCO, Mr.Ilir ZHILLA, Mr.Met DERVISHI, Mr.Vatutin BALA