Date: 22 February 2022

THE CONSTITUTION OF
THE BRITISH CHAMBER OF COMMERCE IN
JAPANas amended at theExtraordinary General Meeting held on
17 March 2022

TOKYO-1-288819-v5

OFFICE-TOKCONTENTS
ClausePage

1.

Definitions ......................................................................................................................... 1

2.

Name ................................................................................................................................. 2

3.

Office ................................................................................................................................. 3

4.

Objects ............................................................................................................................... 3

5.

Membership ....................................................................................................................... 3

6.

Subscriptions and Benefits ................................................................................................ 7

7.

Executive Committee ........................................................................................................ 7

8.

Officers and Employees .................................................................................................... 99.

Meetings .......................................................................................................................... 11

10. Accounts and Records ..................................................................................................... 13
11. Sub-Committees .............................................................................................................. 13
12. Branches .......................................................................................................................... 14
13. Notices ............................................................................................................................. 14
14. Amendments .................................................................................................................... 14

TOKYO-

1.

DEFINITIONS
For the purposes hereof the following expression shall, unless the context requires
otherwise, have the following meanings:(i)"United Kingdom" means

United Kingdom of Great Britain andNorthern Ireland and its dependent
territories confirmed as such from time totime by the British Embassy in Japan.

(ii)"UK" means

the United Kingdom.

(iii)"Election Booklet" means

the official election booklet (which may
be in electronic form) to be provided by
the Chamber for elections of the
Executive Committee and the President
at an Annual General Meeting.

(iv)"enterprise" means

any one of a limited liability company ora branch or representative office thereof,a firm, association (including a nonprofit making entity and whether
incorporatedorunincorporated),
partnership, sole trader or individual
practicing in a field conducive to theattainment of the objects of the Chamber.

(v)"Executive Committee" means

the executive committee of the Chamberappointed from time to time inaccordance with the provisions ofparagraph 7 below.

(vi)"financial year" meansa period of twelve (12) months
commencing in any calendar year on 1st
April and ending the following 31st
March.

(vii)"good standing" meansin respect of any Member, a Member thatis not more than sixty (60) days in arrears
with the payment of membershipsubscriptions.

(viii)"Independent Committee" means

an independent committee established
for the purposes of investigating alleged
breaches of the provisions of paragraph7(b)(vi) or paragraph 8(b)(iii). The
Independent Committee shall be
appointed by the Executive Committee
and shall comprise of at least three
persons who are (i) not current Executive
Committee members (for the avoidanceTOKYO-1-288819-v5-1-

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of doubt, an ex-officio attendee of
Executive Committee meetings may
form part of such independent
committee), (ii) not a candidate for the
Executive Committee or the President in
the relevant election, and (iii) not a
proposer of seconder of any then current
candidates for the Executive Committeeor the Presidential candidate.
(ix)"in writing" means

any written communication (i) sent byregular post or courier, (ii) delivered inperson or by messenger, or (iii)transmitted by facsimile or email or otherelectronic messaging service.

(x)"Members" means

all Members of the Chamber from time
to time and "Member" means any one ofthem. Where the context so requires"Member" shall include its nominatedrepresentative.

(xi)"nominated
means

2.

representative" a Member nominated by such Member
from time to time as its representative in
the Chamber and notified in writing to an
office of the Chamber designated forsuch purpose by the Executive
Committee, and in the case of a Member
comprising one individual the nominatedrepresentative of such Member shall bethat individual.

(xii)"President" means

the President of the Chamber from time
to time elected in accordance with theprovisions of paragraph 8 below.

(xiii)"representative" meansa full-time employee acting in a
representative capacity and shall notinclude agents, distributors, licensees orsimilar representatives.

(xiv)"Vice President" means

the Vice President of the Chamber fromtime to time appointed by the Executive
Committee in accordance with theprovisions of paragraph 8(e) below.

NAME
The organisation shall be known as The British Chamber of Commerce in Japan. (InJapanese: Zainichi Eikoku Shogyo Kaigisho).

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3.

OFFICEThe principal office of the Chamber shall be located in the city of Tokyo, Japan.

4.

OBJECTSThe objects for which the Chamber is established are:
(a)

(b)
5.

to promote, support, represent and protect the commercial interests in Japan ofits Members and, in so far as the same may be consistent with such objectives:(i)

to aid and encourage the development of trade, commerce andinvestment between Japan and the UK;(ii)

to collect, obtain, publish and disseminate statistics and otherinformation concerning trade, commerce and industry and mattersrelated thereto, which may be of interest to the Members;(iii)

to organise and hold conferences and seminars;(iv)

to promote social intercourse between Members and between theMembers and distinguished visitors having interests relevant to theMembers;(v)

to co-operate with or become affiliated to and contribute to the activities
of any institution, society, association, company or body of persons
pursuing objectives the attainment of which may be of benefit to theMembers.

To do any or all such things as are conducive or incidental to the attainment of
the above objects.

MEMBERSHIP(a)

Categories
The Chamber shall consist of the following categories of membership:
Corporate
Entrepreneur
Individual
Honorary(b)

Eligibility
Eligibility in respect of each category of membership shall be determined asfollows:(i)TOKYO-1-288819-v5

A Corporate Member is any enterprise that is owned or predominantly
owned by British capital, or that is primarily based in the UK, or that hasa significantly British image or that, in the opinion of the Executive
Committee, otherwise contributes to the objects of the Chamber.

-3-

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(ii)

An Entrepreneur Member is any small and medium-sized enterprisewith 25 or fewer employees worldwide, that is not owned or controlled,either directly or indirectly, by a listed company.

(iii)

An Individual Member is an individual working for an enterprise which
is not a Corporate Member.

(iv)

An Honorary Member must be an individual approved for suchmembership by a majority of the Executive Committee.

Entry to and maintenance of membership in the Chamber, and eligibility for any
particular category of membership shall be subject to the discretion of the
Executive Committee as specified below.
(c)Admission of Members
A candidate for membership shall be nominated by a Corporate Member andseconded by a Member and shall submit a written application to join the
Chamber to the Executive Committee. Such application shall be considered by
the Executive Committee at one of its regular meetings. Such candidate may be
admitted to the appropriate category of membership by an affirmative vote of amajority of the Executive Committee. The Executive Committee shall have a
discretion to refuse membership for any candidate without giving any reason
for such refusal.

(d)Withdrawal of Membership
In circumstances as are mentioned below, and upon any affirmative vote of amajority of the Executive Committee, membership may be withdrawn from any
Member, or a Member may be suspended from membership upon such terms as
are specified by the Executive Committee in a written notice of suspension to
the Member concerned. Such action may be taken by the Executive Committee
if, in the opinion of a majority of the Executive Committee:(i)a Member ceases to meet the standards of eligibility for the category ofmembership in which such member is currently registered (and if
eligible for membership in some other category such Member has
refused to re-register in such other category);(ii)

a Member of its nominated membership has behaved in a manner which
is seriously detrimental to the interests of the Chamber;(iii)

a Member is seriously in arrears with payment of membershipsubscriptions without satisfactory reason;

PROVIDED THAT if the Executive Committee withdraws membership fromor suspends a Member under sub-paragraph (ii) above such Member shall havethe right to appeal to the Chamber in a general meeting and shall be reinstatedas Member of the Chamber if not less than seventy-five percent (75%) of theMembers' votes cast in person, by proxy and by post at such meeting, are infavour of such reinstatement.

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OFFICE-TOK(e)Votes of Members(i)

At a general meeting of the Members of the Chamber, each Member(including, for the avoidance of doubt, any Honorary Member) shall beentitled to cast one vote in person, by proxy, electronically or in writing,as set out in sub-paragraph (ii) below;(ii)

Each Member entitled to vote upon a resolution put to a general meetingof the Members of the Chamber may do so in one of the following ways.
The Executive Committee shall, in respect of each resolution in respectof which a vote is required, indicate the method of voting to be used(which shall be the method set out in (A) below, unless (1) e-voting is
not available for any reason, or (2) the Executive Committee decides
otherwise in respect of a resolution):(A)

Electronic voting: an Internet-based balloting system ("evoting"), as approved by the Executive Committee, may be used
for the purposes of voting upon any resolution put to a general
meeting of the Members of the Chamber. At least fourteen (14)days prior to any such meeting (or, in the case of an adjourned
meeting, at least seven (7) days prior to the date of suchadjourned meeting), the Executive Committee will cause thecontents of the resolution(s) upon which a vote is to be taken to
be sent in writing to each Member entitled to vote thereat, andthe instructions for e-voting.
E-voting shall be configured in such way that all material
requirements, including ensuring the confidentiality of ballots
and results, casting of the correct number of votes by each
Member, and certification of results of any vote, and any such
system must have been approved by the Executive Committee
prior to its use.

(B)

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Voting other than e-voting: If e-voting is not being used for any
resolution, the following voting procedures shall be used for the
purposes of voting upon any such resolution put to a general
meeting of the Members of the Chamber:(1)

Ballot papers: at least fourteen (14) days prior to any
such meeting (or, in the case of an adjourned meeting, atleast seven (7) days prior to the date of such adjourned
meeting), the Executive will cause a ballot paper to besent in writing to each Member entitled to vote thereat.
Such ballot paper shall contain the resolution(s) uponwhich a vote is to be taken at the forthcoming meeting
and a voting form ("voting form") in respect of eachsuch resolution.

(2)

Voting in writing: any voting form, when signed by theMember's nominated representative and returned to theoffice of the Chamber (by regular post, courier, in person,-5-

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by messenger or by facsimile transmission) or sent by
email (attaching such signed voting form) to the email
address of the Chamber specified in the voting form, ineach case not less than forty-eight (48) hours prior tosuch meeting, will be effective to appoint the President
or, failing the President, the chairperson of such meeting,to vote thereat as such Member's nominee, either as
directed by the Member concerned or, in the absence ofsuch directions, at the nominee's own discretion. At therelevant meeting, the President or, failing the President,
the chairperson aforesaid shall cast Members' votes inaccordance with the instructions contained in the postal
voting forms received. No decision on any resolution
made at any meeting at which votes cast in writing arecounted shall be invalidated by reason of any Member
not receiving a ballot paper in respect of such resolution
or any voting form, pursuant to which such Member'svote was intended to be cast, not being received at theoffice of the Chamber or at the specified email address of
the Chamber within the time limit referred to above;
(3)

(iii)

On each occasion that a vote is taken on a resolution put to a general
meeting of the Members of the Chamber, the following procedure shallbe followed:(A)

TOKYO-1-288819-v5

Voting in person: a vote may be cast through such
Member's nominated representative or through someother proxy of such Member attending such meeting inperson. Any such proxy must be authorised by means ofa written instrument of proxy which shall have beensigned by the nominated representative of such Member
and presented, immediately before the commencement ofsuch meeting, to an office appointed for such purpose by
the Executive Committee. If a Member present in personor by proxy has previously completed and returned avoting form in writing pursuant to sub-paragraph (2)above in respect of such meeting, any voting instruction
contained therein shall be invalidated by such Member's
indication to vote in person or by proxy. A vote takenfrom Members present in person or by proxy as aforesaid
shall be conducted in such manner as the Executive
Committee shall determine from time to time in order toverify the number of votes which each person is entitledto cast at the meeting and to properly tally such votes
when cast.

In the case of a voting procedure undertaken by e-voting, thePresident or, failing the President, the chairperson of the relevant
meeting shall declare the number of votes cast for and against
the resolution concerned through the e-voting system;-6-

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(B)

(iv)

6.

7.

In the case of a voting procedure undertaken otherwise than by
e-voting:(1)

the President or, failing the President, the chairperson of
the relevant meeting shall first declare the number ofvotes cast for and against the resolution concerned inwriting;(2)

Members entitled to vote who are present in person or byproxy shall then be requested to vote in the mannerreferred to in sub-paragraph (ii)(B)(3) above;(3)

The result of the vote shall then be declared after
aggregating the votes cast in writing and those cast in
person or by proxy.

No Member shall be entitled to be represented or to vote at any general
meeting of the Members of the Chamber is such Member is not in goodstanding.

SUBSCRIPTIONS AND BENEFITS(a)

Subject as mentioned in sub-paragraph (b) below, each Member shall pay a
subscription annually in advance at the commencement of each financial yearof the Chamber.

(b)

A Member shall pay an initial subscription on joining the Chamber. If a Member
joins during a financial year, the initial subscription shall be pro-rated inaccordance with the number of complete months remaining in the financial year.

(c)

The Executive Committee shall be empowered to fix the amount of Members,
subscriptions and benefits and to vary them from time to time. For this purpose,the Executive Committee may determine a range of subscriptions and benefits
packages within each category of membership.

EXECUTIVE COMMITTEE(a)

The Chamber shall be under the management and direction of an Executive
Committee to be elected at each Annual General Meeting of the Chamber in themanner referred to in sub-paragraph (b) below. The Executive Committee shallconsist of not less than twelve (12) but not more than fifteen (15) persons who(except as otherwise approved at a general meeting) are, or represent or
employed or nominated by, voting Members and who are in good standing.

(b)

The Executive Committee shall be elected as follows:(i)

TOKYO-1-288819-v5

Candidates for election to the Executive Committee shall be nominatednot less than twenty-eight (28) days prior to the relevant Annual General
Meeting of the Chamber. Such nominations shall be in writing, signedby two Members and shall be lodged at the office of the Chamber (byregular post, courier, in person, by messenger or by facsimiletransmission) or sent by email (attaching such signed nomination form)-7-

OFFICE-TOKto the email address of the Chamber specified by the Executive
Committee for such purpose, in each case within the time limit referred
to above;(ii)

Details of the resolution (in the case of e-voting) or ballot papers (in thecase of voting other than e-voting), distributed as set out in subparagraph 5(e) to Members entitled to vote at the relevant Annual
General Meeting, will contain a list of all candidates for election to the
Executive Committee. Each such Member will be entitled to indicate
through the e-voting system (or, in the case of voting other than by evoting, on the voting form contained in the ballot paper), those of thecandidates (not exceeding fifteen (15) candidates, and not exceeding one
vote per candidate) for whom such Member wishes their vote to be cast.
In the case of any vote cast for more than fifteen (15) candidates, thewhole of the vote shall be invalidated. At the said Annual General
Meeting, voting for each candidate (if a vote is necessary) shall be
conducted as provided in sub-paragraph 5(e) above. The successful
candidate in any election of an Executive Committee shall be thosefifteen (15) persons each of whom receives a greater number of votes intheir favour than those cast in respect of each of the remaining
candidates.

(iii)

If fifteen (15) or fewer persons are nominated for election to the
Executive Committee then, subject as provided below, no vote shall betaken and all of such candidates shall be deemed to be elected to the
Executive Committee automatically.

(iv)

If more than one candidate for election to the Executive Committee shallreceive the same number of votes in their favour and, as a result, any ofthe election provisions in the foregoing paragraphs of this sub-clause (b)cannot be operated, the candidates concerned shall be deemed not tohave been nominated and the votes in their favour shall accordingly bedisregarded.

(v)

If, either at the beginning of or during its term of office, the Executive
Committee shall comprise less than fifteen (15) persons, the current
members thereof shall upon a majority vote elect such number of
additional persons qualified to serve on the Executive Committee as are
required to raise its total number to twelve (12) persons and may at theirdiscretion fill the remaining vacancies in the same manner.

(vi)

Campaigning or electioneering by candidates for the Executive
Committee or their supporters is not permitted. Candidates may
participate only in initiatives to provide information related to the
Executive Committee election approved and sponsored by the Executive
Committee, such as the Election Booklet to be distributed together withthe resolution or ballot paper to be sent pursuant to paragraph 7(b)(ii)
above. All candidates for the Executive Committee shall adhere to thesame format in preparing their campaign statements for the Election
Booklet. The formatting requirements for the Election Booklet shall be
set by the Executive Committee and shall include, among others, style

TOKYO-1-288819-v5-8-

OFFICE-TOKand formatting rules and word limits to be submitted by each candidate.
All information provided by all candidates must be accurate, including
company affiliations and any facts and figures. Any allegation of breachof this provision shall be reported to the principal office of the Chamber,and such allegation shall be investigated by the Independent Committee.
The decision of the Independent Committee as to whether or not there
has been a breach of this provision shall be communicated to the relevant
candidate, their proposer and seconder, and the Executive Committee,
and shall be conclusive and binding on all parties; and any candidate
who has been found to have been in breach by the Independent
Committee shall have their candidacy invalidated and be disqualified
from standing as an Executive Committee member candidate in respectof the relevant election.

8.

(c)

Each member of the Executive Committee shall hold office, subject as
mentioned below, from the date of their election as aforesaid until the next
occurring Annual General Meeting of the Chamber of their earlier removal orresignation. Each member of the Executive Committee may stand for reelection at any time.

(d)

If an Executive Committee is not for any reason elected at an Annual General
Meeting of the Chamber or if such an Annual General Meeting is not held, eachmember of the Executive Committee then holding office at the end of therelevant financial year shall continue in office until an election is held.

(e)

A member of the Executive Committee may be removed from office at any time
if not less than seventy-five per cent (75%) of the Members' votes cast in person,by proxy or by post, at an Extraordinary General Meeting of the Chamber,
favours such removal.

OFFICERS AND EMPLOYEES(a)

The President of the Chamber shall be elected at an Annual General Meeting of
the Chamber. The President must be an Executive Committee member. If there
is only one Presidential candidate, no vote shall be taken and such candidate
shall be deemed to be elected as President automatically, so long as thatcandidate is also elected as an Executive Committee member.

(b)

The President shall be elected as follows:(i)

Candidates for the Presidential election must also be nominated forelection to the Executive Committee pursuant to paragraph 7(b) above.
The nomination referred to in paragraph 7(b)(i) shall indicate whether
the relevant person is also standing as a Presidential candidate.

(ii)

Details of the resolution (in the case of e-voting) or ballot papers (in thecase of voting other than e-voting), distributed as set out in subparagraph 5(e) to Members entitled to vote at the relevant Annual
General Meeting, will contain a list of all candidates for election to therole of the President. Each such Member will be entitled to indicate
through the e-voting system (or, in the case of voting other than by e-

TOKYO-1-288819-v5-9-OFFICE-TOK

voting, on the voting form contained in the ballot paper), one
Presidential candidate for whom such Member wishes their vote to be
cast. In the case of any vote cast for more than one (1) candidate, thewhole of the vote with respect to the voting for such role shall be
invalidated. At the said Annual General Meeting, voting for eachcandidate (if a vote is necessary) shall be conducted as provided in subparagraph 5(e) above. The successful candidate in any election for
President shall be the person who receives a greater number of votes insuch candidate’s favour than those cast in respect of each of theremaining Presidential candidates.
(iii)

(c)

Campaigning or electioneering by Presidential candidates or theirsupporters is not permitted. Candidates may participate only ininitiatives to provide information related to the Presidential election
approved and sponsored by the Executive Committee, such as theElection Booklet to be distributed together with the resolution or ballot
paper to be sent pursuant to paragraph 7(b)(ii) above. All Presidential
candidates shall adhere to the same format in preparing their campaign
statements for the Election Booklet. The formatting requirements for
the Election Booklet shall be set by the Executive Committee and shall
include, among others, style and formatting rules and word limits to besubmitted by each Presidential candidate. In addition, each Presidential
candidate may (but is not obliged to) present a recorded speech, in theformat and adhering to other requirements (such as length) set by the
Executive Committee, which shall be available for viewing on the
Chamber's website. All information provided by all Presidential
candidates must be accurate, including company affiliations and any
facts and figures. Any allegation of breach of this provision shall bereported to the principal office of the Chamber, and such allegation shallbe investigated by the Independent Committee. The decision of the
Independent Committee as to whether or not there has been a breach ofthis provision shall be communicated to the relevant candidate, their
proposer and seconder, and the Executive Committee, and shall beconclusive and binding on all parties; and any candidate who has beenfound to have been in breach by the Independent Committee shall havetheir candidacy invalidated and be disqualified from standing as a
Presidential candidate in respect of the relevant election.

In the event of a tie in the voting to elect a President, all votes cast in respect ofsuch election will be invalidated, whereupon the newly-elected Executive
Committee shall by majority resolution select the President from one of thepersons tied in the vote of Members. If at the relevant Annual General Meeting
there is only one Presidential candidate and such candidate is not elected as an
Executive Committee member, or if none of the Presidential candidates areelected as Executive Committee members, then the newly-elected Executive
Committee shall select the President from one of their number, by majority
resolution. If at the relevant Annual General Meeting there has been no
candidate standing for election as President or no vote in favour of any suchcandidate, the newly elected Executive Committee shall select the President
from one of their number, by majority resolution.

TOKYO-1-288819-v5- 10 -OFFICE-TOK

9.

(d)

The President shall be the chairperson of the Executive Committee and shallserve in both capacities from the date of the President’s election to office until
the earlier of the next occurring election of an Executive Committee or the
President ceasing to be an Executive Committee member. A retiring President
may stand for re-election to such office at any time.

(e)

The Executive Committee shall by majority resolution appoint a vice-president
from one of its number. The Vice President shall perform the duties of the
President in the latter's absence.

(f)

The Executive Committee shall be empowered to appoint employees of the
Chamber and to fix and effect payment of salary to such employees out ofChamber funds.

MEETINGS(a)

Annual General Meeting(i)

The Chamber will hold an Annual General Meeting within two (2)months after the close of each financial year. The following businessshall be placed on the agenda of every Annual General Meeting of the
Chamber:(A)

receipt of the Chairperson’s Annual report;(B)

receipt of a Statement of Accounts;(C)election of an Executive Committee;(D)election of a President;(E)appointment of Certified Public Accountants.

(ii)

The Executive Committee shall, at least twenty-one (21) days before an
Annual General Meeting cause notices thereof to be given to Members
stating the date, time and venue of such meeting and the agenda. Special
business, not appearing on the agenda, may be transacted at the Annual
General Meeting at the discretion of the chairperson provided thatparticulars of such special business have been lodged at the office of the
Chamber (by regular post, courier, in person, by messenger or byfacsimile transmission) or sent by email to the email address of the
Chamber specified for such purpose, in each case not less than fortyeight (48) hours prior to the relevant meeting.

(iii)

No business shall be transacted at any Annual General Meeting unless aquorum of Members is present in person or by means of electronic
facility or facilities at the time the meeting proceeds to business, andsuch quorum shall consist of Members holding voting rights in their own
behalf aggregating at least ten per cent (10%) of the total voting rightsof the membership. However, any resolutions put forward to the Annual
General Meeting for which e-voting was used, in respect of which
Members holding voting rights in their own behalf aggregating at least

TOKYO-1-288819-v5- 11 -OFFICE-TOKten per cent (10%) of the total voting rights of the membership havevoted through such e-voting procedures, shall be deemed to have beentransacted at a duly quorate Annual General Meeting.

(b)

(iv)

If within half an hour after the time appointed for an Annual General
Meeting a quorum be not present, the Meeting shall be adjourned fortwenty-one (21) days. Not less than fourteen (14) days prior to such an
adjourned meeting, a new notice shall be sent to Members which shallspecify the time and place (being the principal meeting place and any
virtual meeting place) for the adjourned meeting and be accompanied by
fresh ballot papers in respect thereof. No quorum shall be required at an
adjourned Annual General Meeting. Save in the case of resolutions forwhich e-voting was used, all voting forms previously lodged with the
President in respect of the Annual General Meeting as originallyscheduled will be invalidated, and only those votes cast in person, by
proxy or in accordance with fresh voting forms lodged in due time with
the President will be counted at an adjourned meeting.

(v)

At any Annual General Meeting (or any adjournment thereof), unlessotherwise required pursuant to the provisions hereof, and except in thecase of resolutions for which e-voting was used, every question shall bedecided in the manner referred to in paragraph 5(e) above, upon a simple
majority of the votes cast in person, by proxy and in writing. A
declaration by the President or other chairperson of the meeting that a
resolution has been carried or not carried and an entry in the MinuteBook of the Chamber shall be conclusive evidence of the facts without
proof of the number or proportion of votes recorded in favour or against
such resolution.

Extraordinary General Meetings
(i)

(ii)

TOKYO-1-288819-v5

An Extraordinary General Meeting of the Chamber may be convened:(A)by the Executive Committee; or(B)

by Members holding voting rights aggregating at least ten percent. (10%) of the total voting rights of the membership,provided that an instrument in writing signed by the nominatedrepresentatives of such Members requisitioning such meetingshall be lodged at the office of the Chamber (by regular post,
courier, in person, by messenger or by facsimile transmission) or
sent by email to the email address of the Chamber specified forsuch purpose, whereupon the Executive Committee shall bebound promptly to fix a date for the meeting so requisitioned andto notify the membership thereof and the business to betransacted thereat.

Provisions regarding notice of, voting at, quorum for and adjournmentof Extraordinary General Meetings of the Chamber shall be the same as
those mentioned above in respect of Annual General Meetings except- 12 -OFFICE-TOK

for business specified in the agenda circulated to the membership with
the notice of the meeting.
(c)

10.

Executive Committee Meetings(i)

The Executive Committee shall hold meetings with such regularity as
the President shall deem necessary for the proper management of theaffairs of the Chamber.

(ii)

A quorum of the Executive Committee shall be constituted only if amajority of its members are present in person or by means of electronic
facility or facilities.

(iii)

Any resolution upon which a formal vote of the Executive Committee isrequired may be carried only upon the affirmative vote of a majority ofthe members of the Executive Committee.

(iv)

Any one member of the Executive Committee may call for a formal voteupon any issue of relevance to the affairs of the Chamber.

ACCOUNTS AND RECORDS
The Executive Committee shall procure that:

11.

(a)

proper books of accounts shall be kept for the Chamber and receipts provided
to Members in respect of subscriptions or donations received;(b)

non-statutory financial statements shall be prepared by the Chamber in respectof each financial year which shall show receipts, payments and liabilities (if any)of the Chamber and which shall be presented together with a report of the
President to the Annual General Meeting of the Chamber next following the endof the financial year to which to which those financial statements relate. The
non-statutory financial statements shall not be required to be reviewed or
audited by the Certified Public Accountants but shall be the subject of an agreed
upon procedures engagement with the Certified Public Accountants, the scopeof which shall be determined by the Executive Committee.

(c)Proper records of the meetings of the Chamber and of the Executive Committee
shall be maintained. The Executive Committee shall not unreasonably refuse
any member access to such records provided that such Member gives to the
President not less than seven (7) days’ notice of such Member’s desire to inspectsuch records and specifies the subject matter of that Member’s concern.

SUB-COMMITTEESThe Executive Committee may from time to time create sub-committees to becomprised of employees of Members upon terms of reference as it shall think fit having
regard to the attainment of the objects of the Chamber. The Executive Committee may
freely dissolve any such sub-committee.

TOKYO-1-288819-v5- 13 -OFFICE-TOK

12.

BRANCHES
The Executive Committee may establish branches of the Chamber in any location
where it considers that direct representation of the Chamber will be conducive to theattainment of the objects of the Chamber. The staffing, management and activities ofany such branch shall be controlled by the Executive Committee.

13.

NOTICES
Every notice or other communication to be made in writing sent pursuant hereto shallbe effective as follows:

14.

(a)

if sent by letter, it shall be deemed to have been delivered two (2) days after thetime of despatch;(b)

if sent by courier, in person or by messenger, it shall be deemed to have beendelivered at the time such courier, person or messenger obtains a receipt in
respect of such notice or other communication;(c)

if sent by fax it shall be deemed to have been delivered at the time of despatch;
and

(d)

if sent by email, it shall be deemed to have been delivered at the time of despatch.

AMENDMENTS
No provision of this Constitution may be amended other than by a resolution passed bya majority of not less than seventy-five per cent (75%) of the votes cast, whether inperson, by proxy, by post, or by e-voting at a general meeting of the Members properly
convened and held.

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