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The Japan Society of Scotland
Revision of the Society's Constitution

Rationale and Background Notes

Prepared for the Annual General Meeting, 16th June 2004
by Ian Astley, Vice Chairman (East)

Discussions in Council over the last eighteen months or so have identified the need to revise the Society's Constitution, especially in the light of the increasing desirability of seeking registration as a Charity and as a limited company under the Companies Act 1989. The thinking behind these steps is roughly twofold: firstly, the advantages of charitable status; secondly, the security afforded by incorporation in view of the increasingly litigious nature of society and the risks inherent in being involved in events which are offered to the broader public. These are concerns which are shared by other Japanese societies in the UK, and in the light of which The Japan Society in London has already taken action. Finally, this revision seeks also to clarify ambiguities and omissions in the current constitution (which does not, for example, provide for alterations to the Constitution!) and to act now to obviate the risk of any future difficulty or abuse. Some brief, specific notes follow.

2. This section on objects and powers is adapted from legal documents pertaining to other charities and is specifically designed to facilitate our registration as a Charity. The template was supplied by the legal firm, Biggart Baillie

3. (e) This envisages enabling members of other, like institutions, e.g. university students who are members of a Japanese Society, to attend our meetings and to contribute to our aims without having to pay an additional membership fee. Such members who wished to participate in the Council's work or to vote on Society issues would of course be eligible to join the Society in the normal way.

This section also provides for disciplinary measures and fair hearing in the (albeit rare and unlikely) event of serious misbehaviour.

6. This clarifies the period of service as being from AGM to AGM; and clarifies the ratification of co-opted Council members.

8. The current Constitution makes no provision for changes or dissolution!

9. A six-week consultation period, during which members can make suggestions or objections to the content of this draft, should be sufficient. Please make any comments in the first instance to the undersigned, either by e-mail  (Ian.Astley@ed.ac.uk)  or by post (Asian Studies, University of Edinburgh, 8 Buccleuch Place, Edinburgh EH8 9LW).

16th June 2004

NEW CONSTITUTION FOR THE JAPAN SOCIETY OF SCOTLAND

1. Name
The name of the Society hereby regulated is THE JAPAN SOCIETY OF SCOTLAND, hereinafter called the Society.

2. Objects
The Societys objects are: -

• (a) the promotion of learning and the advancement of education in the subject of and with regard to Japan;
• (b) the promotion of the study of Japan, its culture and its people, and to make its culture more accessible to the general public;
• (c) the promotion of the study of Scotland and the British Isles and Scottish Culture by Japanese people and to further educational exchanges between Japan and Scotland; and
• (d) anything which is a charitable purpose according to the law of Scotland relating to Revenue matters and in particular Section 505 of the Income and Corporation Taxes Act 1988 and Sections 1 and 2 of the Recreational Charities Act 1958 and any statutory re-enactment or modification of the same for the time being in force (the words charityand charitablebeing so interpreted throughout these presents and all to follow hereon) including in particular but without prejudice to the generality:-
  • (i) the advancement of education and training in all aspects of knowledge and promotion of the provision of facilities in the interest of social and community welfare for recreation and leisure time occupation and enjoyment of the arts, so as to improve the conditions of life of the people of Scotland;
  • (ii) the advancement of education and training in all aspects of knowledge by means of (but not limited to) the making of grants, including the establishment of scholarships and prizes and other like awards; and
  • (iii) regular dissemination of information on its activities;

And in that connection the Society has power:-

• (1) to expend capital and to accept gifts, bequests and the like of whatever nature and whatever form;
• (2) to purchase, take on feu or lease or exchange or excambion, hire or otherwise acquire any heritable, real, moveable or personal property and any rights or privileges necessary or expedient for the promotion of its objects and to construct, maintain and alter any buildings or erections necessary for its work;
• (3) to sell, feu, let, charge, mortgage, dispose of or turn to account any or all of its property or assets with a view to the promotion of its objects;
• (4) to establish, promote and give effect to any charitable trusts and/or charitable companies limited by guarantee or otherwise and objects which may lawfully be undertaken;
• (5) to borrow or raise money for the purposes hereof on such terms and on such security as may be thought fit;
• (6) to establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe and guarantee money for charitable purposes in any way connected with the purposes hereof or calculated to further its objects;
• (7) to promote the association of government agencies, local authorities, voluntary organisations, trade unions, employers, professions and practitioners thereof, commercial organisations and the participants therein, and others in a common effort to advance the objects and purposes of the Society and any of them;
• (8) to provide advice and consultancy services;
• (9) to undertake training, re-training and other educational projects and the management of schemes for training, education and employment;
• (10) to promote, encourage, sponsor, organise or assist any individual, company, firm, undertaking, partnership, cooperative or other group or institution to examine the feasibility of or undertake on an experimental basis any enterprise or project which, if successful, would seem likely to provide for the advancement of the objects hereof;
• (11) to employ such personnel (whether as employees, consultants, advisers, or otherwise) as may be requisite to the promotion of the objects hereof and that on such terms as the Council may in their discretion consider reasonable;
• (12) to receive funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation, or otherwise and to take any gift of property for the purposes of the Society and any of them;
• (13) to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by any security upon the whole or any part of the funds of the Society and also or alternatively thereby secure and guarantee the performance by the Society of any obligations or liability undertaken in furtherance of these presents;
• (14) to enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem conductive to the purposes of these presents and obtain from any such government or authority and comply with any charters, decrees, rights, privileges or concessions desirable or necessary to the attainment of the objects and purposes of the Society or any of them; and
• (15) to do all such other lawful things as are necessary or convenient to the attainment of the above objects or any of them.

3. Membership
The members of the Society shall consist of such persons as are acceptable to the Council of management and in the opinion of the Council (whose decision shall be discretionary and final binding on all concerned without recourse) demonstrate a bona fide interest in the objects of the Society and may comprise:-

• (a) Ordinary Members who pay an annual subscription; such Members shall be entitled to vote at meetings of the Society and also be eligible to stand for membership of the Council;
• (b) Family Members who pay an annual subscription; such Members shall be entitled to two votes at meetings of the Society, exercisible as a block vote; and shall also be eligible to stand for membership of the Council, for which they shall designate a representative who will have a single vote at Council Meetings;
• (c) Junior/Student Members who pay an annual subscription;
• (d) Corporate Members who pay an annual subscription; such Members shall be entitled to five votes at meetings of the Society, exercisible as a block vote; and shall also be eligible to stand for membership of the Council, for which they shall elect a representative who will have a single vote at Council Meetings;
• (e) Associate Members who do not pay an annual subscription, but who have the right to attend the Society's events, though not the right to attend a General Meeting of the Society or to vote on Society matters;
• (f) Life Members who pay a sum for life membership; and
• (g) Honorary Members elected as such in General Meeting in recognition of distinguished service to the Society or in the promotion of Scoto-Japanese relations, who shall have the right to attend General Meetings but no voting rights.

Applications for membership shall be made on a form approved by the Council.

The sums payable for life membership and the specific annual subscriptions in the various categories specified above shall be fixed by the Council from time to time.

Membership may be resigned on giving reasonable written notice to the Secretary.

The Council shall have the right to expel any Member whom it considers to have acted in gross violation of the aims of the Society or in such a way as seriously to bring the Society into disrepute. In such cases the Member shall have the right of defence before the Council, and the Council shall in good time give notice to the Membership, of the action being taken. On expulsion, such a Member shall relinquish all rights, privileges and benefits of membership.

4. Patrons and Presidents
The Society may in General Meeting at any time and from time to time appoint one or more Honorary Patrons, Presidents, Vice-Patrons and Vice-Presidents in recognition of distinguished service in the promotion of Scoto-Japanese relations.

5. General Meetings
In each year there shall be an Annual General Meeting in addition to any other meetings held in that calendar year, and not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next.

The purposes of the Annual General Meeting shall include:-

• (a) receiving and approving the Annual Reports of the Chairman, Secretary and Treasurer and such other parties as the Society may agree;
• (b) the election of a Chairman, Secretary and Treasurer and other Members of the Council in place of those retiring;
• (c) the ratification of the appointment of any co-opted Council Members, Honorary Patrons, Presidents, Vice-Patrons and Vice-Presidents which may have been made in the interim; and
• (d) the appointment of an independent person to conduct an examination and/or audit of the Accounts in the manner envisaged in the regulations from time to time in force for the accounting by charities in Scotland.

At the request of four or more Members an Extraordinary General Meeting of Members shall be held within twenty-one days of the Secretary's receipt of such requisition.

A detailed Agenda shall be sent with the Calling Notices for all meetings.

Fifteen fully paid-up Members shall consititute a Quorum at any General Meeting.

A General Meeting shall ordinarily be chaired by the Society's Chairman.

A simple majority shall decide all questions except those involving change in the constitution or the dissolution of the Society, when a majority of at least two to one shall be required. Only paid-up Members shall be entitled to vote at General Meetings. The Chairman or other person in the Chair shall have a casting vote in addition to his member's vote.

6. Council
The Council shall have power to fill vacancies by co-opting suitable persons to serve thereon. The election of such co-opted Members shall be subject to ratification at the next Annual General Meeting. Upon such ratification they shall serve until the following year's Annual General Meeting.

The Council shall meet as necessary but not less than three times per annum for the transaction of business. Any member missing three meetings per annum without giving credible apologies for absence will ipso facto cease to be a member of the Council.

The term of office shall extend until the next Annual General Meeting, but Members of Council may offer themselves for re-election. Four Members, one of whom must be the Chairman, Secretary or Treasurer, shall constitute a quorum at meetings of Council.

Honorary Patrons, Presidents, Vice-Patrons and Vice-Presidents shall be entitled to attend meetings of the Council. They shall have the right to address the Council but no executive functions or voting rights. Any Honorary Patrons, Presidents, Vice-Patrons and Vice-Presidents who are fully paid-up Members of the Society shall be ex officio members of the Council and entitled to vote.

7. Finance
The property of the Society shall be held by or under the control of the Chairman, Secretary and Treasurer for the time being as Trustees, who may appoint nominees in whose name or names any Stock Exchange investments may be registered.

The property of the Society may be invested in such of the following as the Trustees in their sole and absolute discretion may think proper, namely heritable or real property wherever situated, deposits in or the shares of Building Societies, units subject to trusts of a Unit Trust Scheme, the stocks, shares, debentures, debenture stocks, bonds, loan stocks, note, deposit receipts or other securities (and in all cases whether fully paid or not) issued by any local or municipal authority or by the government of the United Kingdom or of any other country or by any company incorporated with limited liability in any country and generally in and upon such securities or investments (the words being used in their widest colloquial sense) at home or abroad as the Trustees in their sole and absolute discretion may select, and from time to time vary such investments and they shall have power to insure themselves and all Members of the Society against financial loss suffered by themselves and by the Society.

The Treasurer will be responsible for day to day financial intromissions, upon which a Report will be given at all meetings of the Council and at the Annual General Meeting.

All directions for the transfer of funds and the issuing of cheques shall bear the signatures of at least two Trustees. Receipts signed by the Treasurer shall be sufficient discharge for all monies payable to the Society.

8. Alterations and Winding Up
Alterations to this Constitution, including a resolution to wind up the Society, shall be made by a two to one majority in a postal ballot. In the event of the Members of the Society electing as aforesaid to wind up the Society, its funds shall be donated to such charitable body or bodies as the Members see fit.

9. Coming into Effect
This Constitution shall come into effect on the first day of August 2004.

Ian Harkness, Chairman

16th June 2004