CHAPTER I - GENERAL RULES
ARTICLE 1. NAME - This association is named as the East Asian Association of Environmental and Resource Economics (hereafter referred to as "the Association") and -AAERE- is the abbreviation of the Association.
ARTICLE 2. OFFICE - The Association holds its main office in Kyoto, Japan. The Association may hold branches at such places as the Board of the Directors determines fit upon the decision of the Board.
ARTICLE 3. PURPOSE - The Association is an academic organization dedicated to encouraging the exchange of ideas, research and other professional activities that are of a interdisciplinary nature relating to the economics and management of environment and natural resource in Asia, particularly in East Asia, while being dedicated to freedom of discussion and research, and undertakes to avoid a prejudiced attitude with respect to any individual, group, political philosophy, or research method.
ARTICLE 4. ACTIVITIES - The Association shall conduct the following activities to satisfy the above purpose. (a) to organize academic meetings, lectures and symposia (b) to issue academic journals, scholarly books and newsletters (c) to conduct researches and surveys in its area of interest (d) to promote the professional activities of its members (e) to conduct commissioned researches and surveys (f) to engage in other activities necessary for the achievement of its purpose.
ARTICLE 5. FISCAL YEAR - The fiscal year of the Association starts on 1st of January and ends on 31th of December.
ARTICLE 6. BOARD OF DIRECTORS AND AUDITORS - The Association has a Board of Directors and auditors.
ARTICLE 7. ANNOUNCEMENT METHOD - Official announcements related to the Association shall be made at the main office, where the general public can have easy access to them.
CHAPTER II - MEMBERSHIP
ARTICLE 8. QUALIFICATIONS - Anyone interested in the economics and management of environmental and natural resource may become a member upon payment of at least one-year dues.
ARTICLE 9. DIFINITIONS - The Association has the following kinds of members, and only the regular members consist of the General Assembly of the Association.
(a) Honorary Member: individuals who are nominated by at least 20 members and approved by the Board of Directors in recognition of their outstanding contribution to the Association
(b) Regular Member: individuals who support the purpose of the Association and are involved in environmental and resource economics through their profession, training or professional ability
(c) Student Member: undergraduate and graduate students who support the purpose of the Association.
(d)Organizational Member: associations, local governments and other public or private institutions, with or without legal status, which operate in fields connected with the purpose of the Association, or which support the activities of the Association and/or individual initiatives promoted by the Association, by providing human, organizational or financial resources in order to achieve the purpose of the Association.
ARTICLE 10. RIGHT OF MEMBERS - Any member has the following rights, except as otherwise described in other parts of this Statute.
(a) to participate in meetings, symposia or other events held by the Association
(b) to vote for officers of the Association and to be voted as an officer thereof (Regular Members Only)
(c) to participate in other activities described in Article 4.
ARTICLE 11. WITHDRAWAL - Nonpayment of dues or delinquency of any other financial obligation to the Association for two years shall constitute sufficient grounds for termination of membership without notice.
ARTICLE 12. SUSPENSION AND EXPULSION - Any honorary, student and organizational member may be suspended from the Association by a decision of a majority of votes of the Board of Directors, and be expelled upon a resolution of a majority of all the regular members and a majority of all the votes of the regular members at the General Assembly in case he /she;
(a) violates the statute, regulations or rules of the Association
(b) stains the honor of the Association or acts against the purpose thereof
(c) makes use of the Association for the benefit of any other organization which he/she belongs to in a manner considered improper by the Board of Directors.
In such a case, the Association shall inform the said member of the ground of the expulsion one week prior to the meeting of the Board of the Directors or the General Assembly and give him/her an opportunity to explain him/herself before a resolution is made to expel him/her.
SECTION 2. In case a resolution to expel a member is passed in accordance with the above provision, the Association shall inform the said member of it.
ARTICLE 13. FORFEITURE - Any member shall forfeit the right to the Association after the termination of membership described in Article 11 and 12.
ARTICLE 14. DUES - Dues shall be determined from time to time by the General Assembly. Dues shall be set to defray expenses of the Association that cannot be met by such other means as donation, gift or sales of publications.
ARTICLE 15. NO RETURN OF DUES AND FINANCIAL OR MATERIAL SUPPORTS - Dues and financial or material supports paid or provided by a member shall not be returned for any reason in case his/her membership is terminated in accordance with Article 13.
CHAPTER III - OFFICERS
ARTICLE 16. COMPOSITION - The Association has the following officers;
(a) more than 3 directors
(b) more than 1 representative of directors
(b) more than 1 auditor(s)
SECTION 2. The Association has the following posts;
(a) 1 President
(b) 2 Vice-Presidents
(c) 1 Secretary General
(d) 1 Treasurer
ARTICLE 17. APPOINTMENT OF OFFICERES - Directors and auditors shall be appointed by the General Assembly, following the proposal of the Board of Directors of the Association.
SECTION 2. The Association has the Board of Directors. A representative of directors shall be appointed among the directors by a decision of the Board.
SECTION 3. The Secretary General and the Treasurer may be nominated by the President and appointed by a resolution of the Board of Directors.
SECTION 4. The President and the Vice President shall be appointed by a resolution of the Board of Directors between the two candidates for each position chosen from the directors elected through a ballot. The President shall be the representative of the Board of Directors.
SECTION 5. The directors and auditor(s) shall be elected separately, and holding the office as a director and an auditor concurrently is prohibited.
SECTION 6. An election of the officers shall be conducted by the Election Committee organized by the Vice-President. The Election Committee shall nominate the candidates for directors and auditor(s) through a website ballot, and then organize a website ballot and determine the candidates for directors and (an) auditor(s) by a majority vote of the Board of Directors to be proposed at the General Assembly.
SECTION 7. Any change in the officers shall be registered within the period described in the Japanese law. In case the Association is registered as a Public Interest Incorporated Association, any change in the officers shall be reported to the Ministry in charge without delay.
ARTICLE 18. QUALIFICATIONS - All the officers shall be regular members in good standing of the Association during their term of office regardless of whether they are elected or appointed.
SECTION 2. The total number of a director, his/her spouse, his/her relative(s) within the third degree of relationship and (a) person(s) with special relationship with him/her described in the Japanese law shall not exceed one-third of the total number of directors.
SECTION 3. The total number of directors who hold the position as a director or an employee of another organization of the same kind as the Association or such other positions as described in the Japanese law as having close relationship with the Association shall not exceed one-third of the total number of directors. The same shall apply to the auditors.
ARTICLE 19. DUTIES OF THE PRESIDENT - The President shall assume primary responsibility for the welfare of the Association and be responsible for execution of the decisions of the Board of Directors. The President chairs all the meetings of the Board of Directors. The President or a representative designated by the President shall assume responsibility for planning and organizing all the meetings of the Association that take place during his/her term of office.
ARTICLE 20. DUTIES OF THE VICE-PRESIDENT - The Vice-President shall assume the duties of the President when the latter is unavailable or unable to carry out his/her duties. The Vice-President shall assume other duties assigned by the Board of Directors.
ARTICLE 21. DUTIES OF THE TREASURER - The Treasurer shall assume the following duties.
(a) to manage and to have the custody of the fund of the Association subject to the rules of the Board of Directors.
(b) to keep accurate records of revenues and expenditures of the Association in the account books as subject to Article 123 of the Act on General Incorporated Associations and General Incorporated Foundations of Japan, after classifying them, in accordance with a common accounting method and the taxation policy for Public Interest Corporations, into the business categories of public interest, common interest, and profit-earning.
(c) to deposit all the money and other valuables in the name and to the credit of the Association in such depositories as designated by the Board of Directors.
(d) to disburse, or cause to be disbursed, the funds of the Association subject to the orders given by the Board of Directors, employees or officers of the Association, or other directors thereof designated by the Board for this purpose.
ARTICLE 22. DUTIES OF THE SECRETARY GENERAL - The main duty of the Secretary General is to preserve the continuity of the Association. For this, the Secretary General shall assume the following duties.
(a) to hold a meeting or have a meeting held under the direction of the President or upon a request of a majority of the directors elected through a ballot.
(b) to take minutes of the meetings of the Board of Directors, and if so directed, the minutes of other meetings of the Association in a manner directed by the Board of Directors, and to assume responsibility for the storage and retention of the minutes.
ARTICLE 23. EXECUTIVE BOARD - Treasurer and Secretary General, together with the President, and the Vice-President shall organize the Board of Executive Directors and be authorized by the Board of Directors to smoothly carry out the activities of the Association.
ARTICLE 24. AUDITORS - The auditor(s) shall assume the following duties:
(a) to audit the performance of the duties of directors and to make an annual audit report
(b) to audit the activities and financial status of the Association
(c) to participate in the meetings of the Board of Directors and to offer opinions if necessary
(d) to report to the Board of Directors, without delay, in the event that an auditor finds any director conducting or being likely to conduct illegal activities, or that he/she finds a fact that any director violates the applicable laws or articles of this statute, or that he/she finds any significant impropriety.
(e) to request the President to call a meeting of the Board of Directors in the event of (d), if necessary. In such a case, when no announcement is made within five business days after such a request to call a meeting of the Board of Directors within two weeks after such a request, he/she shall directly call the meeting.
(f) to investigate proposals and documents to be submitted by the Board of Directors to the meetings of the General Assembly, and others stipulated in the administrative order of the Ministry of Justice, Japan, and report the survey results to the meetings of the General Assembly in the event that he/she finds any violation of the applicable laws and articles of this statute, or any significant impropriety.
(g) to request a director to cease the activities in the event that the said director conducts or is likely to conduct activities outside the scope of the purpose of the Association or activities that violate the applicable laws and articles of this statute, if the said activities are likely to cause significant damages to the Association.
ARTICLE 25. TERMS - The term of a director and an auditor shall be two years, and expires at the Annual General Assembly meeting in the last year of the term. The President shall not be reelected. The Secretary General and the Treasurer may be reappointed.
SECTION 2. A director elected to fill the vacancy shall hold the office for the remaining term of his/her former director.
SECTION 3. An Auditor elected to fill the vacancy shall hold the office for the remaining term of his/her former auditor.
SECTION 4. Even in a case of resignation or expiration of the term, directors and auditors shall hold the office until their successor shall duly take office.
ARTICLE 26. RESIGNATIONS - Any officer may resign at any time. A resignation shall be announced in writing, and shall take effect at the time specified, or, if no time is specified, at the time of its receipt by the Secretary General or the President.
ARTICLE 27. DISMISSAL - An officer may be dismissed upon a resolution of a majority of all the regular members and two thirds of all the votes of the regular members.
ARTICLE 28. COMPENSATION - Compensation shall not be paid to any part-time officer, but compensation may be paid to any full-time officer.
SECTION 2. Officers shall be reimbursed for expenses incurred..
SECTION 3. Compensation and reimbursement shall be determined separately by a resolution of the General Assembly.
ARTICLE 29. RESTRICTION OF ANY COMPETITIVE BUSINESS AND ANY TRANSACTION THAT WOULD CAUSE CONFLICTS OF INTEREST - A director shall disclose all the important facts about a business transaction and have it approved at a meeting of the Board of Directors when:
(a) he/she is to transact any business which is in the line of business of the Association for the benefit of him/herself or of a third party.
(b) he /she is to transact any business with the Association for the benefit of him/herself or of a third party.
(c) the Association is to guarantee any financial obligation of a director and to transact any business with a person other than a director that would cause conflicts of interest between the said director and the Association.
In case a director conducts any of the above transactions, he/she shall report the important facts about the transaction to the Board without delay.
ARTICLE 30. EXEMPTION AND LIMITATION OF LIABILITY - In accordance with Article 114 of the Act on General Incorporated Associations and General Incorporated Foundations of Japan, and upon the decision by the Board of Directors, the Association may exempt a director (including a former director) from liability with respect to the conducts described in Article 111 of the Act to the extent stipulated in the applicable laws.
SECTION 2. In accordance with Article 114 of the Act on General Incorporated Associations and General Incorporated Foundations of Japan, and upon the decision by the Board of Directors, the Association may exempt an auditor (including a former auditor) from liability with respect to the conducts described in Article 111 of the Act to the extent stipulated in the applicable laws.
SECTION 3. The Association may conclude a contract with a external director, in accordance with Article 115 of the Act on General Incorporated Associations and General Incorporated Foundations of Japan, to limit his/her liability for the damages caused by the conducts described in the Article 111 of the Act, provided, however, that the amount of the limited liability shall be no less than the minimum amount stipulated in the applicable laws.
CHAPTER IV - GENERAL ASSEMBLY
ARTICLE 31. COMPOSITION - The General Assembly shall be composed of the regular members in good standing of the Association.
Section 2. - Each regular member has one voting right at the meeting of General Assembly.
ARTICLE 32. AUTHORITY - Except as otherwise described in the applicable laws and in this Statute, the General Assembly shall make decisions on important issues of the operation of the Association including, but not limited to:
(a) an annual business plan and a budget
(b) an annual business report and a statement of account
Regardless of the above provision, no decisions shall be made at any meeting on the issues not written in the documents described in Section 33 of Article 33 of the Act on General Incorporated Associations and General Incorporated Foundations of Japan.
ARTICLE 33. ANNUAL MEETING - The annual meeting of the General Assembly shall be held within three months after the end of each fiscal year, at such time and place as the Board of Directors may designate.
SECTION 2. The President shall call an annual meeting of the General Assembly, upon a resolution of the Board of Directors.
SECTION 3. The notice of an annual meeting of the General Assembly shall be made in writing or by an electromagnetic means no later than sixty (60) days prior to the day of the meeting, specifying the proposal, its concrete content, date, time and place of the meeting, and availability of voting in writing or through an electromagnetic means.
ARTICLE 34. EXTRAORDINARY MEETING - The extraordinary meeting of the General Assembly shall be held when;
(a) the Board of Directors finds it necessary
(b) a meeting is requested by more than one fifth of all the votes of the regular members with a document specifying the proposal of the meeting.
ARTICLE 35. CHAIRPERSON - The chairperson of the General Assembly shall be appointed among the regular members in good standing of the Association present at the meeting.
ARTICLE 36. RESOLUTION - Any resolution shall be made by a majority of votes of the regular members present at the meeting, except as otherwise described in Section 2 of Article 49 of the Act on General Incorporated Associations and General Incorporated Foundations of Japan.
SECTION 2. The chairperson of the General Assembly may make any person who does not comply with his/her order or otherwise disturbs the order of the meeting leave the room.
ARTICLE 37. VOTING IN WRITING - Any regular member in good standing may delegate his/her voting right to the chairperson or another regular member at the General Assembly.
SECTION 2. Except for the chairperson, no member can be a delegate of more than one other member.
SECTION 3. In case the Board of Directors decides, in calling a General Assembly, that those regular members who are unable to attend the General Assembly for an unavoidable reason may vote in writing or by an electromagnetic means on the matters notified in advance, or in case any regular member delegates his/her voting right to another member, any person who exercises his/her voting right in writing or by an electromagnetic means, or who delegates his/her voting right to another member, shall be deemed as present at the meeting.
ARTICLE 38. OMMISSION OF RESOLUTION - In case any director or any regular member makes a proposal which should be made a resolution upon at the General Assembly, such a proposal shall be deemed as approved by the General Assembly when it is approved by all the regular members in writing or by an electromagnetic means.
ARTICLE 39. OMMISSION OF REPORT - In case any matter required to be reported to the General Assembly is notified by a director to all the regular members, such a matter shall be deemed as reported to the General Assembly when all the regular members agree in writing or by an electromagnetic means that it is not required to be reported to the General Assembly.
CHAPTER V - BOARD OF DIRECTORS
ARTICLE 40. COMPOSITION - The Board of Directors consists of all the directors.
ARTICLE 41. AUTHORITY - Except as otherwise described in the applicable laws or this Statute, the Board of Directors shall assume the following duties.
(a) to determine the time, place and agenda of the General Assembly.
(b) to establish, abolish or change the regulations of the Association
(c) to decide any matter regarding the operation of the Association not described in (b).
(d) to assign specific responsibilities to officers or committees,
(e) to appoint or dismiss the President, the Vice-President, committees or committee members that are not described in this Statue, and competent delegates
(f) to delegate authority to spend expenditures or to conclude contracts to specific employees, officers, or directors..
(g) to supervise performance of directors
(h) to determine the sale terms of the publications issued by the Association, and whether or not the publications will be supplied without additional charge to members who pay dues.
(i) to determine registration fees for meetings and symposia and any other charges levied by the Association.
SECTION 2. The Board of Directors may not delegate an authority to decide important issues including the following to any director:
(a) to dispose of or take over any important property
(b) to make a large amount of loan
(c) to appoint or dismiss any important employee
(d) to establish, change or abolish any subordinate office or other important organizations
(e) to arrange a system to ensure that the performance of the duties of directors conform with the applicable laws and this Statute, and to arrange a system described as necessary in the administrative Order of the Ministry of Justice for securing appropriateness of duties of general incorporated associations.
(f) to exempt the liability described in Article 32.
ARTICLE 42. REGULAR MEETINGS - A regular meeting of the Board of Directors shall be held to control committees or individuals and to conduct all operations of the Association that are not delegated to committees or individuals.
SECTION 2. The Secretary General, under the direction of the President, shall call a meeting of the Board of Directors
SECTION 3. A notice of a meeting of the Board of Directors shall be reached to each director and auditor no later than 10 days prior to the meeting.
SECTION 4. In a regular meeting of the Board of Directors, a summary of the performance of the Board shall be presented to directors and auditors as a part of the Secretary General's report. Reports shall be also presented by the President, the Treasurer, the director in charge of editing the magazines and chairpersons of standing committees.
ARTICLE 43. EXTRAORDINARY MEETINGS - The President shall call an extraordinary meeting of the Board of Directors when;
(a) the President finds it necessary
(b) a meeting is required in writing by a majority of directors other than the President, specifying the proposal of the meeting
(c) any auditor requests the call of a meeting.
The Secretary General, under the direction of the President, shall notify directors and auditors of an extraordinary meeting by an electromagnetic means no later than 10 days prior to the meeting. In case the President finds it necessary to hold a meeting as soon as possible, the President shall notify each director of the meeting by telephone or by an electromagnetic means if he/she is not reached by telephone.
ARTICLE 44. CHAIRPERSON - The President shall be the chairperson of a meeting of Board of Directors.
ARTICLE 45. QUORUM - A majority of the directors shall be present at the meeting of the Board of Directors for commencing the proceedings.
ARTICLE 46. RESOLUTION - Besides articles described in other part of this statute, the board of directors shall made resolution by majority voting with the attendance of more than half of directors.
ARTICLE 47. OMISSION OF RESOLUTION - Directors elected through a ballot may be asked by an electromagnetic means whether or not they approve a proposal that needs to be conducted or approved by the Board of Directors or committees. In case a reply period is set of one week from the electromagnetic inquiry and all the directors elected through a ballot approve such a proposal within the period, it shall be deemed to be approved by a resolution of the Board of Directors provided, however, that this shall not apply when any auditor objects to the proposal.
ARTICLE 48. OMMISSION OF REPORT - When a director or an auditor notifies all the other directors or auditors of a matter that needs to be reported to the Board, he/she shall not be required to report it to the Board.
ARTICLE 49. MINUTES - Minutes of meetings of the Board of Directors shall be taken in accordance with the administrative order of Ministry of Justice, Japan. The chairperson, a representative director and an auditor shall sign the minutes or sign and seal them.
CHAPTER VI - PROPERTY AND ACCOUNTING
ARTICLE 50. COMPOSITION OF PROPERTY - Property of the Association is composed of the following:
(a) property listed on the inventory of the Association
(b) dues of the Association
(c) donation and gift to the Association
ARTICLE 51. MANAGEMENT OF PROPERTY - The Treasurer, under the direction of the President, manages the property of the Association. The way of managing the property shall be determined separately by a decision of the Board of Directors.
ARTICLE 52. FINANCE - Expenses of the Association shall be paid out of the property of the Association.
ARTICLE 53. BUSINESS PLAN AND BUDGET OF REVENUES AND EXPENDITURES - A business plan and a budget of the Association shall be drafted by the President and be approved by the General Assembly.
SECTION 2. In case a budget is not approved by the beginning of a fiscal year, the President, upon a decision of the Board of Directors, may collect revenues and spend expenditures in accordance with the budget of the previous fiscal year until the new budget is approved.
SECTION 3. Revenues collected and expenditures spent in accordance with the preceding section shall be deemed to be based on a newly approved budget.
SECTION 4. The President may change the business plan and budget described in the Section 1 of this Article upon an approval of the General Assembly.
ARTICLE 54. BUSINESS REPORT AND STATEMENT OF ACCOUNT - Within three months after the end of each fiscal year, the President shall draft an annual business report and accounting documents of the Association, and have these documents and a supplementary statement thereof, audited by auditors, approved by the Board of Directors and submitted to the General Assembly. A balance sheet and a profit-and-loss statement shall be approved by the General Assembly within such a period.
SECTION 2. An approved balance sheet shall be publicly notified immediately after the end of a regular meeting of the General Assembly, as stipulated in the applicable laws.
SECTION 3. The Association shall not distribute the surplus or any other property of the Association, regardless of the name of its owner, to any member.
ARTICLE 55. LONG-TERM LOAN - The Association may make a loan for its fund upon the decision of the Board of Directors, except for a short-term loan that will be redeemed with the revenue collected in the same fiscal year.
SECTION 2. The preceding section shall also apply when the Association disposes of or takes over important properties.
ARTICLE 56. OFFER AND MANAGEMENT OF DONATION - In case any donation is offered to the Association, the Board of Directors shall decide whether or not to accept it and, if it decides to accept it, the way of managing it.
CHAPTER VII - CHANGES IN THE STATUTE AND DISSOLUTION
ARTICLE 57. CHANGES IN THE STATUTE - Changes in the Statute shall be proposed either by the Board of Directors or by more than one-fifth of all the regular members in good standing with their signatures and addresses on a petition.
ARTICLE 58. DISSOLUTION - In addition to Section 4 - 7 of Article 148 of the Act on General Incorporated Associations and General Incorporated Foundations of Japan, the Association may be dissolved upon a resolution of a majority of all the regular members and three fourths of all the votes of the regular members.
CHAPTER VIII - SECRETARIAL DIVISION
ARTICLE 59. ORGANIZATION - The Association has a Secretarial Division to deal with office works.
SECTION 2. The Secretarial Division has the Secretary General and other staff members.
SECTION 3. Matters related to the management of the Secretarial Division and its staff members shall be determined separately by the Board of Directors.
ARTICLE 60. CUSTODY OF DOCUMENTS AND ACCOUNT BOOKS - The following documents and books shall be kept at the office at all times.
(a) the Statute of the Association
(b) a list of members of the Association and documents concerning changes of members of the Association
(c) accounting books
(d) accounting documents and supplementary statements
(e) an audit report on the preceding documents and statements
(f) minutes of meetings of the General Assembly and the Board of Directors
(g) other documents and books described in the applicable laws.
CHAPTER IX - GOVERNING LAW
ARTICLE 61. GOVERNING LAW - All matters not covered in this Statute shall be governed by Japanese laws.
CHAPTER X - SUPPLEMENTARY PROVISION
ARTICLE 62. INITIAL FISCAL YEAR - Notwithstanding Article 5 of this Statute, the initial fiscal year shall be from the day when the Association is established until June 30, 2010.
ARTICLE 63. FOUNDING MEMBERS - The names of the founding members of the Association are as follows:
Upon the resolution at the extraordinary meeting of the General Assembly on August 17, 2010
I hereby certify that this statute is valid.
February 3, 2012.
Representative of directors: Akihisa Mori