NIPCC Constitution

The NIPCC Constitution and By-Laws (0.9.11)

Constitution NAME OBJECTIVES MEMBERSHIP OFFICERS AND EXECUTIVE BOARD ANNUAL GENERAL MEETING PROXIES FINANCES DISSOLUTION BYLAWS AMENDMENTS

Bylaws MEMBERSHIP AND DUES DUTIES OF OFFICERS GROUP MEETINGS COMMITTEES LIBRARY FINANCES NOMINATIONS AND ELECTIONS AMENDMENTS PARLIAMENTARY AUTHORITY

1. To provide a Windows PC based English Language forum, open to users of all skill levels and abilities, where the participation of each member is valued and encouraged.

2. To improve and foster the knowledge of members about computers and computer applications.

 

ARTICLE III: MEMBERSHIP

1. A Member shall be an individual in good standing as required by the articles of this Constitution and the applicable Bylaws. Membership shall be available to all individuals and companies interested in promoting the objectives of NIPCC.

2. Categories of Membership shall be as follows:

   1. Full

   2. Associate. (A member of a household which has at least one current Full Member of NIPCC.)

   3. Honorary. (An individual granted Membership by a majority vote of the Executive Board in recognition of their contribution to NIPCC. The term of the Honorary Membership shall be at the discretion of the Executive Board.)

   4. Company. (A company engaged in business in Japan may designate up to five of its employees upon payment of designated fees to participate in NIPCC activities. Membership under the company category will be fully transferable among employees of the company holding the membership.)

3. All Membership categories except for Company, Honorary only shall have full voting privileges. A Company Membership shall entitle the company to only one vote, to be exercised by the designated company representative. An Honorary Member may also hold Full or Associate Membership status simultaneously should full voting privileges be desired.

4. The Membership Year shall be 12 months starting from the 1st of November and terminating on the last day of October. Membership fees shall be levied on a pro-rated basis, beginning from the month of registration.

5. Subject to the conditions specified in the bylaws, nonmembers may participate in designated NIPCC activities and avail themselves of selected services provided by NIPCC.

 

ARTICLE IV: OFFICERS AND EXECUTIVE BOARD

1. The officers of NIPCC shall be the President, the Vice-President, and the Treasurer. The term of office shall be from 1 November to 31 October of the following year. An elected term shall not exceed one year, but any officer may serve more than one term consecutively if reelected according to provisions of this Constitution.

2. The Executive Board shall consist of the officers, the appointed positions listed in Section 4, and the immediate past president, acting as an ex officio member. The Executive Board shall conduct the affairs of NIPCC and act in its name. A quorum shall consist of two elected officers and two appointed officers.

3. The Executive Board shall fill any vacancies which may occur during the Membership Year among the officers.

4. The Executive officers shall appoint a Secretary, Program Director, and Web Administrator.

5. The Executive Board shall create and disband committees as it deems necessary in order to fulfill the objectives of NIPCC or assist its operations.

6. All actions taken by the Executive Board are subject to challenge by any voting member at any general meeting of members and may be overturned by a two-thirds vote of a minimun of six voting members present.

7. All members of the Executive Board as defined in Sections 1 and 4 of this Article shall have a vote. All others attending Executive Board meetings shall not have a vote. Those who are absent may give their written proxy to any Member of NIPCC who is attending, as long as no Member holds more than one proxy.

ARTICLE V: ANNUAL GENERAL MEETING

1. NIPCC shall hold an Annual General Meeting in October each year, coinciding with the regular general meeting, for the business of electing officers, and consideration of any other matters as necessary. All Members shall receive due notice of the meeting.

2. If, in the opinion of the Executive Board, it is not possible to hold the Annual General Meeting in October, then it shall be held as soon as possible thereafter and shall be deemed to have been held in October.

ARTICLE VI: PROXIES

1. At any time, a Voting Member with written authority from another Member may act as proxy for that one other Member only.

2. At any time, Voting Members may send to the President their written proxies specifying their votes if they cannot attend a meeting. Such proxy votes received before the meeting is held will be counted as if the Voting Member were in attendance and voting in person.

 

ARTICLE VII: FINANCES

1. NIPCC is a non-profit organization. However, it may accept donations from businesses, associations, or agencies which may wish to further the Group's objectives if Japanese law so permits. Such contributions shall not be binding in any way upon any aspect of NIPCC's activities or operations.

2. Membership fees shall be assigned in the Bylaws. 

ARTICLE VIII: DISSOLUTION

Ten percent of the Voting Members, by petition to the Executive Board, may call for the dissolution of NIPCC. Due notice shall be given to all Members within three weeks of receipt of the petition. To become effective, the proposal must be approved by a two-thirds vote of all Voting Members of NIPCC at a General Meeting to be held within two months of receipt of the petition. All voting Members present at the General Meeting or represented by proxy shall constitute a quorum and shall have one vote each. Any monies remaining at the time of dissolution shall be donated to a charity of the Executive Board's choice.

 

ARTICLE IX: BYLAWS

Matters required by the articles to this Constitution and any other procedural matters shall be set forth in the Bylaws which form part of this document.

ARTICLE X: AMENDMENTS

The Executive Board, or five percent of the Voting Members, by petition to the Executive Board, may propose amendments to this Constitution which shall be distributed to the Members before any general meeting and voted upon at the subsequent general meeting.

All Members shall be notified of the proposed amendment in advance of the meeting at which the vote will be taken. An amendment shall become effective if approved by a two-thirds majority of the total votes cast by voting Members present at any general Meeting and Members voting by proxy. The Members present shall constitute a quorum.

 

 

1. Any application for new membership may be rejected for due cause at the discretion of the Executive Board.

2. Dues shall be paid or refunded as follows:

   1. New Members - Payable with membership application. Refundable in full if application is denied or upon written request of the new Members, provided the written request is received within 30 days of the membership application.

   2. Renewal Members - Payable within the first 21 days of the anniversary date of the membership Year. Non-payment within this time will result in suspension of membership until the delinquent Member pays the full annual renewal dues.

3. Membership dues shall be assessed as follows:

   1. New Full Member: Yearly dues of Yen 3,000, payable at the time of joining.

   2. Renewal Full Member: Yen 3,000 for the succeeding Membership Year, payable in advance of the anniversary date.

   3. Associate Member: Yen 1,500 payable in advance if Full is a member in good standing.

   4. Renewal Associate Member: Yen 1,500 as long as the Full Member is in good standing with the club

   5. Company Member: Yen 10,000 for the membership year plus Yen 1,500 for each transferable employee membership up to a maximum of five employees, payable in advance.

   6. Guest: Non-members may attend two meetings without obligation to register as a member. A per-meeting charge may be levied as necessary in order to cover expenses associated with that particular meeting.

   7. All Members: A per-meeting charge may be levied by NIPCC as necessary in order to cover expenses associated with meetings on a case-by-case basis.

   The Financial Year shall be from 1 November to 31 October of the succeeding year.

4. Any matters concerning dues which are not directly addressed by the Constitution or these Bylaws shall be left to the discretion of the Executive Board.

5. A Member may be expelled by a two-thirds vote of the Executive Board for activities which are contrary to the objectives of NIPCC.

 

ARTICLE II: DUTIES OF OFFICERS

1. PRESIDENT - The President shall be the chief executive officer of the Group and shall, in general, promote the welfare and interests of the organization.

2. VICE-PRESIDENT - The Vice-President shall share the duties and responsibilities of the President and shall coordinate with the committees.

3. TREASURER - The treasurer shall collect and disburse funds, keep financial records, present regular reports on the Group's finances to the Executive Board and report to the Annual General Meeting on the financial condition of NIPCC. In addition, the Treasurer shall prepare an annual budget with the assistance of the appropriate committees for approval by the Executive Board.

4. SECRETARY - The Secretary shall record minutes of all meetings, supervise and file official correspondence, keep a record of all undertakings, coordinate mailings to Members, and provide new Member Liaison.

5. PROGRAM DIRECTOR - Program Director shall plan and organize monthly general meeting presentations which are in line with the objectives of the NIPCC.

6. WEB ADMINISTRATOR - The Web Administrator shall be responsible for the creation and timely maintenance of a monthly updated NIPCC Internet Web Site and ecourage members to be involved in the website publishing.

7. Not all of the appointed posts need be filled. At the discretion of the elected officers, any one person may be designated to more than one position, but no more than two at any one time.

8. The most senior officer present at any meeting shall preside at that meeting in accordance with the above ranking.

 

ARTICLE III: GROUP MEETINGS

1. NIPCC shall hold a general meeting at least once a month on a regular basis as determined by the Executive Board and announced to Members in advance. The meetings shall include activities or presentations which advance NIPCC objectives as arranged under the direction of the Executive Board.

2. The Executive Board shall meet separately from time to time as required to conduct the affairs of NIPCC. Participation in Executive Board Meetings by those not on the Board is solely at the discretion of the Board.

3. Copies of the approved Executive Board minutes shall be posted to the Club Web Site in a section accessible by all members in good standing.

 

ARTICLE IV: COMMITTEES

1. Participation in committee activities is encouraged and is recognized as an essential contribution to the success of NIPCC.

2. Individual committees shall be established or disbanded by a majority vote of the Executive Board.

3. The President shall appoint committee heads with the approval of the Executive Board. Individual Members may be invited to join specific committees.

4. Committees shall make recommendations on courses of action to the Executive Board which will decide on and implement any action to be taken or direct that the appropriate committee do so.

 

ARTICLE V: INTERNET WEB SITE

1. NIPCC will develop and maintain an Internet Web Site to promote the goals and objectives of NIPCC.

2. The NIPCC Web Site should provide opportunities to members to become familiar with aspects of Web Publishing.

3. The NIPCC Web Site shall be regularly maintained and updated by NIPCC members on a monthly basis with relevant and timely content.

4. Content on the NIPCC Web Site shall be made available to members, and to the general public only at the discretion of the Executive Board.

 

ARTICLE VI: FINANCES

1. The Treasurer shall maintain a bank account for the club funds.

2. All disbursements must be under Executive Board approved budgets or specifically approved by the Executive Board.

3. The Treasurer shall maintain adequate records of all financial transactions and an audit of those records shall be performed at least once during each Financial Year by a Member appointed by the Executive Board to perform said audit. An audit report shall be submitted to the Board within 30 days following the audit by the appointed auditor and made available to all Members.

 

ARTICLE VII: NOMINATIONS AND ELECTIONS

1. Nominations will be entertained when a minimum of six voting members are present.

2. One sample ballot listing all nominees and including space for write-in candidates shall be emailed to each Voting Member one month prior to the Annual General Meeting.

3. Voting for officers shall be by secret ballot at the Annual General Meeting and shall be administered, counted, and verified by an ad hoc vote counter, who will announce the results to the General Membership at the Meeting.

4. Proxy ballots may be submitted by those who are unable to attend the Annual General Meeting by secure email via the official web site. Proxy ballots shall be opened, counted, and verified together with ballots cast voted in person at the Annual General Meeting.

5. All ballots are to be destroyed after the results have been verified to the satisfaction of all Nomination Committee Members.

6. In the event of a tie vote, the Head of the Nomination Committee shall cast the deciding ballot by lot.

ARTICLE VIII: AMENDMENTS

These Bylaws may be amended as follows:

1. By General Membership

   1. Any Member may propose an amendment at any general meeting or at the Annual General Meeting.

   2. A vote shall be taken at the next general meeting subsequent to the meeting at which the amendment was proposed and all Members shall be notified of the proposed amendment in advance of the meeting at which the vote will be taken.

   3. An amendment shall become effective upon its ratification by a majority vote of the voting members at the general meeting including votes submitted by proxy.

2. By the Executive Board

   1. The Executive Board may change the Bylaws at a regular Executive Board meeting by a two-thirds vote of the voting members of the Executive Board.

   2. The general membership shall be informed of the change at the next general meeting.

ARTICLE IX: PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order, Newly Revised, shall govern the club in all cases not covered by the Constitution or the Bylaws.