Azerbaijan – Japan Friendship Association (AJFA)
(November 21, 2002)
Article I. NAME
The name of this organization is the Azerbaijan—Japan Friendship Association.
The abbreviation for the name of this Association is AJFA.
Article II. OBJECTIVES
The main objectives of this organization are as following:
To build friendship and cooperation between the people of Azerbaijan and Japan
To make Azerbaijan known in Japan publicly;
To shape the true image of Azerbaijan and its peoples in the mind of Japanese people;
To promote Azerbaijan’s culture and tradition, language, art, music, well-known persons, history, geography, food and other features in Japan; to make reliable information about the mentioned elements available and easily accessible for those who are interested in Azerbaijan.
Article III. ACTIVITIES
The Azerbaijan—Japan Friendship Association is a non-political and non-profit organization and achieves its objectives by the following activities:
arranging educational programs, culture exchange, and entertainment activities;
- organizing volunteer-based Azerbaijani language and art courses;
- through cultural exchange activities, providing comprehensive knowledge about Azerbaijan’s cultural values, and demonstrating cultural similarities and differences between Azerbaijan and Japan.
- organizing Azerbaijan's culture, food, dance, and introductory parties for members and outsiders;
- organizing home stays to Azerbaijan.
- organizing meetings,
gatherings, discussion panels and producing publicat ionsdevoted to
- and other activities pertaining to non-profit organizations in Japan.
Article IV. MEMBERSHIP and BRANCHES
a) The membership is open to any individual, group, and organization interested in the objectives of this Association.
b) All members enjoy membership rights that include the right to vote, to hold office, to join meetings and activities, and other organizational rights clearly defined by the Board of Directors.
A member may resign from the Association by notifying the secretary or the membership committee. In all cases of quitting relationship with the Association dues or contributions will not be refunded.
Branches of the Azerbaijan-Japan Friendship Association can be established in the cities of both Japan and Azerbaijan, with an official consent of the founder of the Association. Roles, activities, responsibilities, and objectives of branches are restricted to the same (or similar) regulations set forth in the by-law of the Association.
Article V. BOARD OF DIRECTORS
The Board of Directors is the policy-making and legislative body of the Association. It shall consist of the President, Vice President, and three general members as the voting members, and Secretary and Treasurer as the non-voting members.
The Chairman of the Board of Directors shall be elected by the members of the Board of Directors annually, can be re-elected to the same office and can not serve more than three consecutive terms. The Chairman must be a voting member of the Board of Directors.
The Board of Directors shall meet at least once a year. Meetings shall be held at the call of the Chairman in consultation with the President or of at least three members of the Board of Directors.
Except as otherwise provided by the By-Laws, actions of the Board of Directors shall require the presence of a quorum and a majority of those voting. The quorum for the Board of Directors is a majority of its members.
Power and Duties.
As the policy-making and legislative body of the Association, the Board of Directors shall make all decisions of policy. It shall adopt rules for the conduct of the Association in harmony with the By-Laws; and shall act upon recommendations received from the Executive, and Standing Committees, and upon other matters submitted to it.
Members of the Board of Directors shall serve without compensation.
Article VI. OFFICERS
The officers of the Association shall be the President, Vice President, Secretary, and Treasurer.
1. The President is the chief executive officer of the Association. The President shall preside at all meetings of the Executive Committee and general member meetings of the Association. Except as provided otherwise by the By-Laws, the President shall appoint the members of committees of the Association, and shall determine which member of each committee shall serve as its chair. The President shall coordinate duties of the officers, shall prepare an annual report on the activities of the Association for submission to the members, shall be an ex officio member of all committees. In addition, the President shall perform such other duties as are incident to the office of President, as provided by law.
2. The Vice President shall assist the President to conduct the Association's affairs, shall act as President in the event of the latter's absence or inability to serve, and shall perform such other duties as assigned by the Board of Directors or by the Executive Committee.
3. The Secretary shall keep the minutes of all meetings of the Board of Directors, of the Executive Committee and of the membership of the Association; shall keep all records of the Association; shall give notice of all meetings of the Association; shall coordinate communication between the Board of Directors, the Executive Committee, and Standing Committees; and shall perform such other duties as may be assigned by the Board of Directors or by the Executive Committee.
4. The Treasurer shall oversee the receipt and disbursement of all funds of the Association, shall ensure that proper accounts of all financial transactions are kept, shall permit inspection of books, records and accounts by an officer or member of the Board of Directors, shall report gifts and donations at each meeting of the Board of Directors, and shall make an annual financial report to the Board of Directors.
Article VII. METHOD OF SELECTION
All members shall be eligible to vote for the positions of President and Vice President and for the general members of the Board of Directors.
Every four years, the Board of Directors shall submit at least one nomination for each position of President and Vice President and each year they shall submit at least one nomination for each position of vacant general Board members. The Secretary shall arrange for the nominations to be published in the newsletter or web page of the Association , together with a call for further nominations. Additional nominations may be made by submitting a petition signed by at least three members to the Secretary at least one week before the election.
Elections are made at the annual meeting of the membership. Candidates shall be elected by a majority vote according to total number of votes. Ties shall be resolved by the President.
A member of the Board of Directors, including President and Vice President, shall cease to hold office: (a) if the member resigns from the office by written notice to the Secretary; (b) if at a Board meeting, a resolution is passed by two-thirds of the entire voting members of the Board of Directors that he or she be removed from office.
Except as provided below, the Board of Directors shall fill any vacancy on the Board that occurs between elections. If the vacancy occurs in the office of President and there is no vacancy in the office of Vice President, the Vice President shall become President for the remainder of the current term. In any other case of a vacancy in the office of President or Vice President, the Board of Directors shall choose one of the members of the Board to fill the vacancy in the remainder of the current term.
Article VIII. TERMS OF OFFICE
The President and Vice President shall be elected to a four-year term, can be re-elected to the same office, and can not serve more than three consecutive terms.
The Secretary and the Treasurer shall be appointed by the President with the approval of the Board of Directors to a one-year term, can be re-appointed to the same office, and can not serve more than three consecutive terms.
The general members of the Board of Directors shall be elected to a three-year term. Election of a general member to fill a vacant position applies only to the remainder term of the position.
The Chairman of the Board of Directors shall be elected to a one-year term, can be re-elected to the same office, and can not serve more than three consecutive terms.
Article IX. COMMITTEES
The Committees of the Association shall consist of the Executive Committee, Standing Committees as provided by the By-Laws, and such Current Committees as the President or the Board of Directors may establish.
Members of Standing and Current Committees shall be appointed by the President or the Board of Directors to a one-year term, and can be re-appointed to the same committee, and can not serve more than three consecutive terms. Each committee shall be governed by a chair appointed by the President.
Article X. EXECUTIVE COMMITTEE
The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer. The Executive Committee shall have the power to manage the Association and to recommend to the Board of Directors policies and actions that concern the Association.
The Executive Committee is empowered to act for the Board of Directors when action is required, and in the judgment of the President such action is necessary. An affirmative vote of the majority of the Executive Committee members is required for this procedure.
The transition of the Executive Committee shall take place at the first meeting of the Board of Directors after the election. The first meeting of the new Board of Directors shall be held no later than one week right after the election.
Article XI. STANDING AND CURRENT COMMITTEES
1. Standing Committees.
The Standing Committees are:
a. Committee on Culture, Entertainment, Education and Communication. The Committee on Culture, Education and Communication shall be responsible for organizing and coordinating educational programs and cultural exchange activities, overseeing the publications of the directory, newsletter and periodicals of the Association, organizing and coordinating entertainment activities and encouraging involvement of members in these activities.
b. Committee on Membership. The Committee on Membership shall maintain the roster of the members and encourage non-members to participate in the activities of the Association.
d. Committee on Finance and Fundraising. The Committee on Finance and Fundraising shall recommend long-term financial planning; recommend annual budget; and coordinate fund raising and charity activities.
2. Current Committees.
Current Committees may be established in order to satisfy a particular need or interest of the Association. Current Committees established in accordance with this article may be dissolved at any time by a majority vote of the Board of Directors or when the mission of the Committee is accomplished. A Current Committee can be turned into a Standing Committee if the Board of Directors deems so.
Article XII. MEETINGS
The Association shall hold an annual meeting of the membership in April or May at a time and place designated by the Executive Committee with the consent of the Board of Directors. Special member meetings may be called by President or by at least three members of the Board of Directors or by a petition signed by at least 10 members.
Article XIII. FINANCE
The Azerbaijan— Japan Friendships Association realizes its activities with the following financial sources in a transparent manner:
receiving membership dues from members;
receiving donations from individuals and institutions;
conducting fund raising activities, which are within the constraints set forth in the related Japanese laws allowing non-profit organizations to do so.
The membership dues shall be determined by the Board of Directors every calendar year by the majority votes and be paid monthly or annually.
Fiscal Year. The Association’s fiscal year shall be the calendar year.
Authority. All funds of the Association shall be deposited with the Treasurer who shall make disbursement under regulations of the Board of Directors. With the approval of the Board of Directors, the Treasurer may delegate the powers listed in the first paragraph of this section, as well as the power to sign checks.
Article XIV. RESOLUTIONS
The name of the Association shall not be used in connection with any partisan or political issue. When there is doubt as to whether an issue is to be considered partisan or political, a majority vote of the entire voting members of the Board of Directors is required to declare it nonpartisan or nonpolitical.
ARTICLE XV. AMENDMENTS
Amendments to the By-Laws may be proposed by the Board of Directors or by a petition signed by at least 10 members. An amendment originating by petition shall be referred to the Board of Directors for a vote on its recommendation as to ratification.
The Secretary shall publish a copy of the proposed amendment, together with the recommendation of the Board of Directors, in the Association newsletter, inviting comments. The amendment shall be submitted to the members for vote. A two-thirds affirmative vote shall be required for ratification.
Article XVI. DISSOLUTION
The Association can be dissolved by either the founder or by the Board of Directors with a unanimous voting result.
In the event of dissolution of the Association, the Board of Directors shall, after paying or making provision for payment and discharge of all of the liabilities of the Association, distribute all of the assets of the Association exclusively for charitable and educational purposes.