FEW Kansai - Constitution

The FEW Kansai Constitution outlines the code of conduct for the FEW Kansai board and its members, and lays down the rules that govern FEW Kansai as an organization.

It is a "living document" and as such some parts become redundant with time. All members are encouraged to read over this constitution from time to time. If you feel that any part(s) of the Constitution are no longer relevant or require review, please contact us via the contact form.

CONSTITUTION OF FEW KANSAI

ARTICLE I. NAME AND PURPOSE

SECTION A. NAME
1. This organization shall be known as “FEW Kansai,” hereinafter known as “FEW.”
2. This organization shall exist in its own right, separately from its members. The organization will continue to exist even when there are changes in its membership or Board of Directors.
SECTION B. PURPOSE

The purpose of FEW is to be the following: A forum for foreign women living in Japan that offers networking, career development, knowledge exchange, support, and friendship.

ARTICLE II. INCOME AND PROPERTY
1.     FEW will keep a record of everything it owns.
2.     FEW may not give any of its money or property to its members or Directors, except those members or Directors who serve as speaker for a FEW event, in which case, the member or Director is eligible to receive the standard thank-you gift that all speakers are eligible to receive.
3.     Aside from the exception described in Article II, Number 2, of this Constitution, a member of FEW can receive money from FEW only as reimbursement for an expenditure made on behalf of FEW.
4.     Members of FEW, including Board Directors, do not have rights over anything that belongs to FEW.
ARTICLE III. MEMBERSHIP

SECTION A. MEMBERSHIP TYPES

There shall be one membership type: Regular.

SECTION B. MEMBERSHIP CRITERIA
1.     Gender: Identifying as female
2.     Nationality: Any nationality other than Japanese
3.     Geography: Lives (or has lived at any time) in Japan
SECTION C. MEMBERSHIP REGULATIONS
1.     Each member must abide by the articles of FEW’s Constitution and its bylaws in order to remain a member in good standing.
2.     A member can be removed from membership in FEW if the member does not abide by FEW’s Constitution or its bylaws or if two-thirds (2/3) of FEW’s Board of Directors deems that the member’s behavior is having a detrimental effect on FEW.
3.     A membership application may be denied approval if the applicant fails to meet the membership criteria or if two-thirds (2/3) of FEW’s Board of Directors deems that the applicant’s behavior will have a detrimental effect on FEW.
4.     Before a membership application can be denied approval or an existing FEW member can be removed, a motion to do so shall be brought before the Board at a Board meeting, and the decision shall be supported by two-thirds (2/3) of existing Board members.
SECTION D. MEMBERSHIP RIGHTS

Regular members may do any of the following:
1.     Vote on all matters brought before the FEW membership
2.     Hold office in the organization
3.     Serve on FEW committees
4.     Bring matters of business before a Board meeting
5.     Attend Board meetings
SECTION E. TERM OF MEMBERSHIP

The term of membership shall run for twelve (12) months from the date that the member joins FEW. Members may join at any time during the year.

SECTION F. MEMBERSHIP DUES AND FEES
1. Dues and fees will be charged to cover the operating expenses of FEW.
2. Any change to the dues or fees must be approved by the Board. Dues and fees are as listed in Schedule 1 and are subject to change.
ARTICLE IV. BOARD OF DIRECTORS

SECTION A. BOARD ELECTION
1. The Board shall be selected from, and approved annually by, the Regular membership.
2. Voting and approval by the membership shall be as set forth in Article V, Section B, of this Constitution.
SECTION B. BOARD POSITIONS
1.     The Board of Directors shall include the following positions:
a)     President
b)    Treasurer
c)     Membership Director
d)    Communications Director (Newsletter)
e)     Communications Director (Website/Events)
f)     Program Director
g)    Public Relations (Social Media) Director
h)    Special Events Director
2.     This group shall be referred to as the Board, and its members as Directors.
3.     Directors may call upon other FEW members to assist them in their responsibilities.
4.     Directors will be liable to Regular membership dues and fees.
5.     The duties and responsibilities of each Director’s position shall be as described in a document for the respective position that is saved in the Board Roles and Responsibilities folder in FEW Kansai’s Dropbox. These documents shall be updated as needed.
6.     Any Board position, except for that of President or Treasurer, can be combined with another position if approved by the Board. No one Director can have responsibility for more than two (2) positions at the same time.
7.     A position can be held by two (2) members as Codirectors, who will share its responsibilities as decided between them.
SECTION C. DURATION OF TERM
1.     Board Directors shall be elected for a term that runs from January 1 through December 31.
2.     If a Director is unable to discharge the duties of the position, the Board shall appoint someone from the Regular membership to carry out the remainder of the term.
3.     A Director, including the President, may be removed from the Board for any one of the following reasons:
a)     The Director is unable to carry out the duties of the respective position for whatever reason.
b)    The Director fails to abide by the Constitution or the bylaws.
c)     The Director is deemed to be behaving in a way that is detrimental to FEW.
4.     In order to remove a Board Director, another Director shall bring a motion to do so before the Board at an extraordinary Board meeting. The decision to remove the Director shall be supported by two-thirds (2/3) of the remaining Directors.
5.    Directors shall serve no more than three (3) terms in any one Board position, unless otherwise approved by the remaining Directors.
SECTION D. BOARD RESPONSIBILITIES
1. Prior to the election of Directors or the amendment of this Constitution, the Board shall establish procedures for (a) voting by email ballot or online ballot, (b) making nominations, (c) counting votes, and (d) all other relevant matters. The Board shall also be responsible for informing the membership of these procedures.
2. At least once every five (5) years, the Board shall review FEW’s Constitution to ascertain the degree to which its provisions remain appropriate and relevant to the group’s current purposes and functions. The Board shall take any action that it deems necessary to bring the Constitution into line with these purposes and functions.
SECTION E. POWER AND AUTHORITY
1.     The Board may assume the power and authority that it believes it needs to be able to achieve the objectives that are stated in the Purpose of this Constitution. The Board must abide by the law and engage only in legal activities.
2.     The Board has the power and authority to raise funds or to invite and receive contributions.
3.     The Board has the power and authority to acquire any property that it needs to achieve its objectives and may do so by buying, hiring, or exchanging.
4.     The Board has the right to make bylaws for proper management of the organization, including establishing procedures for application, approval, and termination of membership.
ARTICLE V. MEETINGS AND VOTING

SECTION A. MEETINGS
1.     FEW meetings shall be held once a month at a time and place determined by the Board.
2.     All monthly meetings will be conducted in English, and translation will not be provided.
3.     There will be no monthly meeting during the months of July or August unless otherwise decided by the Board.
4.     All announcements made at monthly meetings must be introduced by a member.
SECTION B. VOTING
1.     For matters put to a vote, voting can take place by email ballot or online ballot.
2.     Before voting takes place, an email ballot or link to an online ballot shall be sent to all existing Regular members.
3.     Matters put to a vote shall be approved by an absolute majority of Regular members who submit a voted ballot.
4.     A quorum must exist for a vote to be valid. A quorum exists when two-thirds (2/3) of all Regular members submit a voted ballot.
ARTICLE VI. SPECIAL COMMITTEES
1.     Special committees shall be established as necessary to accomplish specific tasks.
2.     All such committees shall be established by the President.
3.     A chairperson shall be appointed by the President for each special committee.
4.     A special committee shall be disbanded upon the completion of the task assigned to it.
5.     Special committees shall report to the Board on a monthly basis.
ARTICLE VII. FINANCE

SECTION A. INCOME MANAGEMENT
1.     The income of FEW may be derived from sponsorships, membership fees, meeting fees, donations, and interest on investments.
2.     The financial year of FEW shall be from January 1 to December 31 of the same year.
3.     All money received by or on behalf of FEW, exclusive of money kept on hand in petty cash, shall be deposited into one or more bank accounts, which the Board shall from time to time open, manage, and control on behalf of FEW. Such account(s) shall be held at a bank or banks located in Japan.
4.     The President (or if unable for specific reasons, a proxy Board Director) shall be the authorized signer on FEW bank accounts.
SECTION B. DUTIES OF THE TREASURER
1.     The Treasurer shall ensure that full and proper accounts are kept of all FEW’s transactions involving the receipt, care, and disbursal of funds and the acquisition of assets.
2.     FEW’s accounts shall be audited at least every three (3) years or whenever the Treasurer changes, whichever comes earlier, by a person who is independent of FEW and appointed by the Board.
3.     The Treasurer shall have the authority to invest the organization’s excess funds into an interest-bearing account with the approval of the Board. “Excess funds” are defined as those cash funds that are not needed to meet the obligations of the organization within ninety (90) days of the investment decision. “Interest bearing” is defined as the highest rate that can be obtained at FEW’s nominated bank within the specified maturity period.
SECTION C. HANDLING OF PROFITS

At the end of each financial year, a percentage of profits may be donated to a charity. The exact percentage of profits and the charity to receive the donation will be decided by an absolute majority of Board Directors prior to the donation being made.

ARTICLE VIII. AMENDMENTS AND BYLAWS

SECTION A. AMENDMENTS TO THE CONSTITUTION
1.     Amendments may be made to the Constitution, and all amendments shall be approved by a vote of the Regular membership.
2.     All Regular members shall be notified of any proposed amendment to the Constitution prior to a vote being taken.
3.     Voting on and approval of amendments shall be as set forth in Article V, Section B, of this Constitution.
4.     No amendments may be made that would have the effect of making the organization cease to exist.
SECTION B. BYLAWS
1.     FEW may pass any bylaw it deems necessary. Such bylaws shall be made in accordance with the Constitution.
2.     Bylaws shall be approved by a vote of the Regular membership.
3.     All Regular members shall be notified of any proposed bylaw prior to a vote being taken.
4.     Voting on and approval of bylaws shall be as set forth in Article V, Section B, of this Constitution.
ARTICLE IX. DISSOLUTION

SECTION A. PROCEDURE

FEW shall be dissolved and cease to operate if all Regular members of FEW vote in favor of the dissolution of FEW. Such a vote may be taken by email ballot or online ballet.

SECTION B. ASSET DISPOSITION

In the event of a dissolution, the assets of FEW that remain after the discharge of its liabilities shall be disposed of by the Board in such manner as the Board may determine by resolution, provided that no property whatsoever shall be given, transferred, or distributed to any individual, but instead shall be given or transferred to some other institution that is involved in helping foreign women in Japan or Asia and that similarly prohibits the distribution of its assets to its members or trustees.

ARTICLE X. ADOPTION OF THE CONSTITUTION
1. This Constitution shall take effect upon adoption by the Board.
2. Upon adoption of this Constitution, all other constitutions and bylaws governing any predecessor organization of FEW shall be null and void.

Thus done and signed on the 7th day of December in 2022.

MaryAnne Jorgensen

FEW President

Margarite Westra

FEW Treasurer

SCHEDULE 1. MEMBERSHIP DUES AND FEES

FEW’s dues and fees as of January 1, 2021, are as follows:

Membership Dues

Membership dues for Regular members are JPY6,000 per year.

Registration Fee

A registration fee of JPY2,000 is charged to all new members and former members whose membership has lapsed.

Fees for Monthly Meetings

There is no charge for members to attend online meetings. The fee for nonmembers to attend an online meeting is JPY1,000.

Fees for an in-person meeting will reflect the cost of the meeting’s venue and meals and will be determined by the Board. The fee for members attending such meetings shall not exceed JPY1,000 above FEW’s actual cost for the meeting. The fee for nonmembers attending an in-person meeting shall be JPY2,000 more than the members’ fee for such meetings.

Special pricing is available for nonmember students or interns who wish to attend a meeting. This fee shall be JPY1,000 more than the members’ fee for such meetings. Exceptions may be decided by the Board.

Fees for Other Events

Fees for other events, including but not limited to personal- or professional-development seminars or workshops, the annual end-of-year party (bonenkai), and the spring brunch, will be set on an event-by-event basis.