Constitution of the "European Association for Japanese Studies e.V"
§ 1 Name, Seat and Business Year
The name of the Association shall be "European Association for Japanese Studies" (EAJS). The Association shall be listed in the Registry of Associations. The Seat of the Association shall be in Berlin. The business year of the Association shall be the calendar year.
§ 2 Objectives of the Association; Non-Profit Status
The Association shall pursue exclusively and directly charitable objectives as defined in the section on tax-privileged purposes in the German Fiscal Code.
The objective of the Association shall be the promotion of scholarship and research.
The objectives of the Association shall be implemented through:
· the organization of conferences, workshops, academic events, seminars and symposia in the field of Japanese Studies;
· support for young scholars in Europe, for example through the organization workshops for doctoral students or through the provision of short-term grants; the respective research results of which shall be made publicly available;
· publications in the field of Japanese Studies, especially publication of the results of scholarly research;
· publication and distribution of a Bulletin for EAJS members;
· non-monetary support for the formation of national and international organizations in the field of Japanese studies that pursue similar objectives; co-operation with such organizations to foster the objectives of the Association; especially through the regular exchange of information on planned events, the invitation of representatives of such organizations to events organized by the Association and the dispatch of its own representatives to events of such organizations.
The Association shall not pursue private interests; it shall not primarily pursue its own economic gain. Association funds shall only be used for the objectives stated in this Constitution. The members shall not receive remuneration from the funds owned by the Association. No person may receive compensation for expenses that are not in accord with the objectives stated in this constitution. No person may receive unreasonably high compensation.
All officers of the Association and all members of the Extended Council shall serve on a voluntary basis. Council members may only be reimbursed for actual expenses spent according to the objectives of the Constitution.
§ 3 Membership
The Association shall have regular members and supporting members.
Any individual or institution interested in the achievement of the objectives of the Association may become a regular member, irrespective of residence or nationality. Scholarly associations, business enterprises or individuals may become supporting members, as long as they are committed to support the objectives of the Association through annual financial contributions. Supporting members shall not have voting rights in the General Meeting.
Precondition for membership shall be an application, in written or electronic form, addressed to the Council of the Association. The Officers of the Association shall decide about the acceptance of the membership application. In the application, the applicant shall declare to adhere to the terms of this Constitution.
Persons who have made eminent contributions to the objectives of the Association may be appointed honorary members by the General Meeting after having been nominated by the Council.
§ 4 Termination of Membership
Membership shall end by voluntary resignation. Termination of membership shall only be possible at the end of the calendar year. For a termination of membership to become effective, members who would like to terminate their membership shall notify the EAJS Council in written or electronic form no later than September 30 of a calendar year.
In cases where a member has not paid his/her membership fees despite being reminded twice, the membership may be terminated by Council decision.
A member may be expelled by a decision of the Council when he or she has grossly violated the interests of the Association. The expelled member may lodge a complaint, which shall be heard and voted on in the next General Meeting.
§ 5 Membership fees
Members shall be required to pay a membership fee for a three-year period. The amount of the membership fee shall be decided by the General Meeting. New members shall pay their first membership fee at the time of joining the Association.
In special cases, the Council may reduce or waive the membership fee for members in need.
Honorary members shall pay no membership fees.
A member terminating membership shall have no claims to have all or part of his/her membership fee refunded.
§ 6 General Meeting of the Association
The General Meeting shall be convened at least once every three years. The Council shall call a General Meeting by a written or electronic invitation which includes the General Meeting’s agenda at least four weeks prior to the General Meeting. The invitation shall be considered as received if it is directed towards the last known contact address of each member.
An extraordinary General Meeting shall take place on the basis of a decision by the Council or at the request of at least one tenth of all members, stating the reason and the objective of the request in written or electronic form to the Council.
The General Meeting shall decide on the following items:
· Receipt and approval of the Council's report on budget and spending over the past three years;
· Approval of the Council’s report of activities during the past three years;
· Decisions about the amount of membership fees;
· Decisions about changes to this constitution as well as about the dissolution of the Association;
· Decisions about the appointment of honorary members nominated by the Council.
The General Meeting shall be chaired by the President, or if he or she is absent, by any other Council member, preferably the Treasurer.
Decisions of the General Meeting shall be recorded in minutes of the General Meeting. The minutes shall be signed by the chair of the General Meeting and the keeper of the minutes.
The General Meeting shall reach a quorum when at least twelve or more members who are entitled to vote are present. Decisions shall generally be made by open ballot. However, a secret ballot may be held when it is requested by one third of those members who are present and eligible to vote.
If not stated otherwise in this constitution, decisions at the General Meeting shall be passed by a simple majority of all votes cast. Abstentions shall not count. A member who is not present may authorize another member to exercise his/her voting right. In such cases, a letter of authorization must have been received by the Council at least two weeks prior to the meeting.
Changes to this constitution and decisions about the dissolution of the Association shall require a majority of three quarters of all valid votes cast.
§ 7 Officers and Council
The Council consists of the following elected members (the Officers):
· the President
· the Treasurer
· the Secretary
and six further members of the Council.
The Council may pass a resolution to add the Local Conference Organizer of the next conference and the Immediate Past President as part of the Council.
The Association shall be represented judicially and extra-judicially by the President and the Treasurer according to Section 26 BGB (German Civil Code). Both may individually represent the Association.
President, Treasurer and Secretary shall have the right to make decisions on behalf of the Association as long as their actions do not interfere with the rights of the Council and the General Meeting.
Responsibilities of the Council include:
· Preparation of the General Meeting; setting of the agenda;
· Implementation of the decisions made by the General Meeting;
· Allocation of responsibilities within the Council as well as decision on rules and guidelines on procedures;
· Decision about the exclusion of members.
§ 8 Election of Council Members
As long as not stated otherwise in this constitution, members of the Council shall be elected by the members of the Association for a period of three years. Members of the Council shall remain in office until the new council has been elected.
The President may be elected for one term only, the Secretary may be elected for two terms, and the Treasurer as well as further members of the Council may be re-elected up to three terms. Only members paying membership fees may be elected as Council members.
For the election of the Officers (President, the Secretary, and the Treasurer), each voting member shall have one vote. For the election of the other members of the Council, each voting member can vote for up to three people.
Members of the Council shall be elected through a ballot-by-mail process, if not provided otherwise in this Constitution. Ballots letters must reach the office of the Association no less than six weeks prior to the date of the General Meeting; ballots that are sent in late or that are not according to standard shall be treated as invalid and shall not be counted.
Each member shall have the right to nominate candidates for the council. Nominations must be submitted in writing and must be received by the office of the Association no less than six months prior to the date of the General Meeting. A specific nomination form provided by the Association shall be used for nominations of candidates for Council membership.
Candidacies for Council positions must be announced to the membership within a reasonable time period prior to the date of the next General Meeting (usually no less than four months prior to the date of the next General Meeting). The announcement of candidacies may also be made through the website of the Association.
The Office of the Association shall send out voting documents (separate ballot sheets for the different positions on the Council, listing candidates’ names, as well as an anonymized envelope for the ballot sheet and a return envelope) usually three months prior to the date of the General Meeting to all members entitled to vote. Return envelops for anonymized ballot envelopes shall contain the number of each voter as listed in the electoral roll.
All ballots must be received by the office of the Association no less than six weeks prior to the date of the General Meeting. Upon receipt by the office, ballots shall be kept in a sealed ballot box. Ballots shall be counted by the staff members of the Association’s Office under the supervision of an electoral committee. The members of the electoral committee shall be nominated by the Council. Council members may not be members of the electoral committee.
If a candidate receives a simple majority (plurality) of votes, he/she shall be elected. In case of tied votes for the position of Treasurer or Secretary, or for a seat as a member of the Council, the vote by the President of the Association shall be decisive. In case of a parity of votes for the position of the President of the Association, the General Meeting shall decide by secret-ballot vote on the candidates with the highest number of votes as received in the ballot-by-mail process.
§ 9 Decision-Making by the Council
The Council shall make decisions in board meetings. A written record of the meetings shall be filed. The Council shall meet at least once every three years.
The President shall send out the invitation for a board meeting at least four weeks prior to the date of the Council meeting; when prevented from doing so, the Treasurer shall replace him/her.
Council decisions may also be made in writing or through electronic communication (by email), as long as no Council member disagrees. Council decisions shall be made by simple majority (plurality). In case of tied votes, the vote of the President shall be decisive. The Council shall also be able to have a quorum in times when positions on the council are vacant.
§ 10 Amendments to the Constitution by the Officers
The Officers may decide on amendments to this constitution in case they are required by a court of law or government authorities.
§ 11 Dissolution of the Association, Liquidation of Assets
The dissolution of the Association may only be decided by the General Meeting with a three-quarters majority. Unless the General Meeting decides otherwise, the President and the Treasurer shall act jointly as representatives in the liquidation process. The regulations for dissolution shall also apply in the case that the Association is dissolved for another reason or in case it loses its legal status.
In the event that the Association is dissolved or that its tax-privileged status does no longer exist, the assets of the Association must be transferred to a legal entity under public law or another tax-privileged corporation for the purpose of the promotion of scholarship and research.
Decisions about changes to this Constitution or about the dissolution of the Association shall be announced to the responsible tax office. Amendments to the constitution that affect the non-profit objectives stated in Section 2 must be approved by the responsible tax office.
The new version of this constitution was adopted by the General Meeting on 20 April 2015 in Berlin.
According to Section 71 BGB, the authorized Council of the Association shall take responsibility for the accuracy and completeness of this constitution as follows: