Effective from January 1, 2005 

CONSTITUTION OF THE EUROPEAN BUSINESS COUNCIL IN JAPAN 

1.     preamble to ebc constitution

1.1   The European Business Community in Japan was founded in 1972 by the EU National Chambers of Commerce and Industry then present in Japan to develop and represent a common European business view on trade policy and market access issues.  From the date of this Constitution the European Business Community will be renamed and will in future be known as the European Business Council in Japan (the "EBC").

1.2   Since its foundation the EBC has expanded its membership and now comprises EU National Chambers of Commerce, National Chambers of Commerce, EU Recognised Business Organisations, Recognised Business Organisations and official delegations of European Countries that do not have a business organisation in Japan, in each case having demonstrated to the satisfaction of the Board of Governors its suitability for membership of the EBC and acceptance of this Constitution and having been formally approved by the Board of Governors (each such body a "Stakeholder").  A list of Stakeholders is attached at Appendix Two.

1.3   Reflecting the EU's principle of subsidiarity, the Stakeholders, through this Constitution, delegate to the Board of Governors the right to represent a common European point of view on behalf of the Stakeholders in developing and promoting the activities of the EBC.

1.4   The EBC aims to represent the interests of, and provide benefits to, its members and in doing so to support, strengthen and complement the work of the Stakeholders, but not to replace their respective national concerns.

1.5   The EBC Members are accountable to the Board of Governors for all activities undertaken in the name of the EBC. 

2.    definitions and Interpretation

In this Constitution (including in the Preamble) the following capitalised terms shall have the meanings given to them:

"Additional Members" has the meaning given to that term in Appendix One;

"Associate EBC Member" means any non-European Company or any European Company which is not a member of a Stakeholder but which has become an associate member of the EBC in accordance with 6.2(b) and Appendix One;

"Board of Governors" or "Board" means the governing body of the EBC, its highest administrative organ;

"Board Meeting" means a properly constituted meeting of the Board of Governors;

"Board Members" has the meaning given to that term in Article 4.1(b);

"Chairman" means the chairman of the EBC;

"Committee" means a committee of the EBC, formed to represent sectoral business interests of the respective Committee Members, operating in accordance with this Constitution and the Rules and the term "Committees" means, as appropriate, some or all of the Committees;

"Committee Applicant" has the meaning given to that term in Article 6.2(a);

"Committee Chairman" means a chairman of a Committee, elected in accordance with this Constitution and the Rules, and the term "Committee Chairmen" shall be construed accordingly;

"Committee Chairmen Representatives" means the three Committee Chairmen, elected by a majority of the Committee Chairmen, to represent the Committees at Board Meetings;

"Committee Member" means a company or other body or organisation (represented by designated individuals notified to the Secretariat) or an individual which or who has successfully applied to become a member of one or more Committees in accordance with this Constitution and the Rules;

"Constitution" means this constitution of the EBC; 

"Defaulting Stakeholder" has the meaning given to this term in Article 4.6(b);

"Defaulting Stakeholder Member" means any person who was a member of a Stakeholder at the time it became a Defaulting Stakeholder but desires to cease or has ceased its membership of the Defaulting Stakeholder on account of such default and has applied for direct membership of the EBC, or any other person sharing the same national origins as the Defaulting Stakeholder who would have joined the Stakeholder but for its payment default and who has applied for direct membership of the EBC, and in either case has been accepted as a member under Category 3(b) as a Defaulting Stakeholder Member;

"EBC" means the European Business Council in Japan;

"EBC Financial Year" means each calendar year commencing on 1 January, or such other term as the Board of Governors may determine, and used as the basis for preparing the EBC's annual budget and accounts;

"EBC Members" means the Stakeholders, the Presidents, the EOB Members, the Committee Members and any individuals notified to the Secretariat as representing a Committee Member which is a company or other body or organisation and the term "EBC Member" shall mean any one of them as appropriate;

"E.C. Delegation" means the Delegation of the European Commission in Japan;

"Election Committee" has the meaning given to that term in Article 7.2;

"EOB" means the Executive Operating Board of the EBC;

"EOB Member" means a member of the board of management of a Stakeholder, other than its President, who is nominated by such Stakeholder to represent it on the EOB and including any person duly designated as an alternate or substitute and notified as such to the EOB;

"EU" means the European Union:

"EU National Chamber of Commerce" means a national chamber of commerce and industry of a country that is a member state of the European Union and which has been established in Japan to represent the national business interests of the country with which such national chamber is expressly associated;

"EU Recognised Business Organisation" means a national business organisation of a European nation that is a member state of the European Union and which has been established in Japan to represent the national business interests of the country with which such business organisation is expressly associated;

"First Vice-Chairman" has the meaning given to that term in Article 7.5(b);

"Honorary Chairman" means a former Chairman designated as such by the Board of Governors;

"National Chamber of Commerce" means a national chamber of commerce and industry of a European nation that is not a member state of the European Union and which has been established in Japan to represent the national business interests of the country with which such national chamber is expressly associated;

"New Committee Proposer" has the meaning given to that term in Article 6.1(b);

"President" means the president, head or other senior representative of a Stakeholder, including any person duly designated as an alternate or substitute and who has been notified as such to the Board of Governors;

"Quarter" means a period of three calendar months, beginning in January, April, July and October of each calendar year;

"Recognised Business Organisation" means a national business organisation of a European nation that is not a member state of the European Union and which has been established in Japan to represent the national business interests of the country with which such business organisation is expressly associated;

"Rules" mean the rules of the EBC;

"Second Vice-Chairman" has the meaning given to that term in Article 7.5(b)

"Secretariat" has the meaning given to that term in Article 8;

"Stakeholder" has the meaning given to that term in the Preamble;

"Temporary Defaulting Stakeholder" has the meaning given to this term in Article 4.6(a).

"Treasurer" means the treasurer of the EBC, appointed by the Chairman;

"Vice-Chairman" means each of the two Vice-Chairmen as defined in Article 7.5 .

2.1  Interpretation

        Save where the contrary is expressly indicated, any reference in this Constitution to:

(a)   the Constitution shall be construed as a reference to this Constitution (including the Appendices hereto) as the same may be amended or varied in accordance with Article 10;

(b)   the Rules shall be construed as a reference to the Rules as the same may have been, or may from time to time be, amended, varied or supplemented;

(c)    a "year" shall be to a calendar year commencing on 1 January;

(d)    "Article" or "Appendix" is a reference to an Article or Appendix hereof; and

(e)   the singular shall include the plural and vice versa and references to one gender shall include all genders.

2.2  Headings

       Article and Appendix headings are for ease of reference only and shall not affect the construction of this Constitution.

3.    EBC composition, structure and objectives

3.1  The EBC is constituted of the Board of Governors, the EOB, the Secretariat and the Committees.

3.2   The EBC is an independent organisation and is funded predominantly by contributions from the Stakeholders and Committee membership fees. The categories of Committee membership approved by the Board of Governors and available in the EBC are described in Appendix One.

3.3   Principal objectives of the EBC

        The EBC shall promote, support and protect the business interests of its members by:

(a)   aiding and facilitating the development of trade and commerce in Japan through activities aimed at improving the business environment and the removal or reduction of regulatory and other political obstacles;

(b)   collecting, developing and disseminating relevant information to the Stakeholders and the Committees;

(c)   organising and holding conferences and seminars and other such meetings as may be considered desirable to promote the interests of the EBC;

(d)   communicating with the Japanese Government and its various ministries and agencies to facilitate the conduct of business in Japan by EBC Members;

(e)   supporting the activities of the E.C. Delegation and the governments of the EU member states and their respective institutions, and any other society, association, company or body of persons pursuing objectives to the benefit of the EBC.

4.    The Board of Governors

4.1   Composition of the Board of Governors

(a)    Each Stakeholder shall designate its respective President to represent it on the Board of Governors and each such President shall be entitled to serve on the Board of Governors for as long as he remains President and his respective Stakeholder is in compliance with this Constitution.

(b)   The Board of Governors shall consist of (i) the Chairman, (ii) the First Vice-Chairman, (iii) the Treasurer, (iv) the Presidents, (v) a maximum of three Committee Chairmen Representatives (one of whom shall also serve as the Second Vice-Chairman), and (vi) any Honorary Chairman invited by the Chairman to attend Board Meetings (together the "Board Members").

(c)    Pursuant to Article 7.2, the Board Members (except for the existing Chairman, if any, and any Honorary Chairmen) shall elect the Chairman, who shall chair the Board of Governors.  In the Chairman's absence at a Board Meeting, the First Vice-Chairman shall act as chair.

(d)   Each Board Member shall have the right to participate in the activities of the Board of Governors in accordance with this Constitution.

4.2    Role of the Board of Governors

The Board of Governors shall:

(a)   monitor and review the functioning of the EBC;

(b)   be responsible for approving the membership of new Stakeholders;

(c)   be responsible for ratifying the creation, cessation and termination of Committees;

(d)   approve the EBC's annual report, annual business plan and annual budget as prepared and submitted by the Chairman;

(e)   be responsible for monitoring the activities of the Committees with a view to ensuring that such activities do not harm the interests of the EBC or result in unauthorized depletion of the EBC's funds.

4.3   Meetings and Resolutions of the Board of Governors

(a)   To undertake the matters listed in Article 4.2, the Board of Governors shall meet regularly and at least once every Quarter.  The Secretariat will give each Board Member at least 60 days notice of each scheduled Board Meeting. 

(b)   In the event of an emergency requiring an urgent Board Meeting, the Chairman may call an emergency Board Meeting on giving not less than seven days notice.  At the Chairman's discretion, such emergency Board Meeting may be held through telephone and/or video conference facilities.

(c)   Each Stakeholder shall ensure that it is represented at each Board Meeting by its President.  If a President is unable to attend a Board Meeting in person, he shall be entitled to designate as his proxy his respective EOB Member, or any other member of the relevant Stakeholder’s board of management, who shall be entitled to attend a Board Meeting and to vote at such meeting on behalf of the President.  A President who intends to attend a Board Meeting by proxy shall give prior notice of this and the identity of the chosen proxy to the Secretariat.

(d)   Meetings of the Board of Governors (including meetings held by telephone and/or video conference facilities pursuant to Article 4.3(b)) shall be attended by Board Members in person (or by proxy to the extent allowed in Article 4.3(c)) and shall be deemed quorate if attended by a minimum of two Board Members who together represent a minimum of 50% of the total voting rights of all Stakeholders in issue at such time.

(e)   Unless otherwise specified in this Constitution, resolutions of the Board of Governors shall be passed by simple majority vote of the Board Members in attendance.  A Board Member unable to attend a Board Meeting may alternatively vote upon a resolution by sending to the Secretariat at least one business day prior to the scheduled day for the Board Meeting a sealed vote, to be opened by the Chairman at the time of taking the relevant vote.  The sealed envelope containing the vote shall specify the name of the relevant Board Member and the resolution in respect of which it is to be opened.

(f)    On any vote of the Board of Governors, each Stakeholder is entitled to one or more votes in accordance with Article 4.4.

(g)    Subject to Article 4.3(b), each formal resolution of the Board of Governors must be proposed and seconded by a minimum of two Board Members and shall be circulated by the Secretariat to all Board Members at least sixty days prior to the Board Meeting at which such resolution is to be proposed. If the Chairman calls an emergency Board Meeting in accordance with Article 4.3(b) at which a formal resolution is to be proposed, such resolution shall be signed by the Chairman and shall be circulated by the Secretariat to all Board Members at least seven days prior to the date of such emergency Board Meeting.

(h)   Prior to each vote on a formal resolution of the Board of Governors, the Chairman shall place his casting vote in a sealed envelope that shall be handed to Secretariat staff member acting as secretary for the meeting.  In the event of a tied vote, the Chairman's casting vote shall be opened and shall decide the vote.  If no such need arises, the Chairman’s casting vote shall be destroyed without being opened.

4.4    Board Members' voting rights

(a)    Subject to suspension of a Stakeholder's voting rights in accordance with the provisions of Article 4.6, during each EBC Financial Year each Stakeholder shall be entitled to the following number of votes at Board Meetings:

(i)    Each Stakeholder providing the EBC with an annual financial contribution of Yen5,000,000 or more shall be entitled to three votes;

(ii)   Each Stakeholder providing the EBC with an annual financial contribution of Yen1,500,000 or more but less than Yen5,000,000 shall be entitled to two votes; and

(iii)   Each Stakeholder providing the EBC with an annual financial contribution of more than Yen50,000 but less than Yen1,500,000 shall be entitled to one vote.

(b)   Each of the Chairman, the two Vice-Chairmen the two other Committee Chairmen Representatives (that is, excluding the Committee Chairman Representative who is appointed to serve as the First Vice-Chairman) and the Treasurer shall be entitled to cast one vote each at Board Meetings.  An Honorary Chairman invited to attend a Board Meeting shall not have the right to cast a vote.

4.5    Stakeholders' financial contributions to the EBC

(a)    Each Stakeholder's annual financial contribution to the EBC is critical to the EBC's financial solvency and its ability to operate effectively on behalf of the EBC Members.

(b)   The annual financial contribution of each Stakeholder is set out in Appendix Three.

(c)   Stakeholders' annual financial contributions to the EBC in respect of each EBC Financial Year shall be payable in full