CONSTITUTION OF THE SRI LANKA BUSINESSCOUNCIL OF JAPAN - SLBCJArticle - 1
Establishment and Namea)This organization shall be known as the Sri Lanka Business Councilof Japan (SLBCJ) and hereinafter referred to as “The Council’b)

The Council will be registered as a trade association affiliated to the Sri
Lanka Embassy in Tokyo, Japan.

c)

Its office shall be located at the Sri Lanka Embassy in Japan. Or at suchother address in Japan as the Committee may from time to time
determine.

d)

The Council shall be a non-profit voluntary organization and shall be run
by individuals and companies.

Article - 2
Objectives & Purposea)

To promote friendship, goodwill and understanding between the businessorganizations of Sri Lanka and Japan.

b)

To maintain, support, promote and encourage trade, investment, technicaland economic co-operation and tourism between Sri Lanka and Japan.

c)

To encourage and sponsor personnel exchange and training schemes atthe private sector level between Sri Lanka and Japan, with the aim ofmutually enhancing experience, education and capabilities.

d)

To provide the opportunity for Sri Lankan business people representing
Sri Lankan companies with a presence in Japan or working with
local

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companies in Japan to meet on a regular basis and to act as a forum forthe exchange of information related to current and expected business
opportunities.
e)

To provide a link with organizations in Sri Lanka dedicated to thedevelopment of Japan/Sri Lankan trade and corporate investment.

f)

To assist Sri Lankan companies and business people establishing orcontemplating the establishment of a trading base in Japan.

g)

To carry out research studies on any matters affecting or concerning anyof the above objectives.

h)

To assist and liaise with the Sri Lanka Embassy and Consulates in theirendeavors to further develop/enhance trade opportunities between Sri
Lanka and Japan and to work with the Sri Lanka Embassy and Consulate
on matters on mutual interest.

i)

The Council may do all lawful things, which may be incidental or
conducive to the attainment of the foregoing objectives. The Council shallnot attempt to restrict or in any manner interfere with any lawful activity
undertaken by any member in Japan. The Council shall not engage in any
political activities in Japan or controversy to the objectives set in Article 2
or allows its funds or facilities to be used for political purposes in Japan.

Article - 3
Membership
Membership to the Council is open to any Sri Lankan individual orcompany that lawfully operates in Japan and nominated by a Council
member. The Council membership will only consider those nominees thatit feels are capable and dedicated to serve in the Council. The final2

decision for approving a membership shall remain with the Executive
Committee.
1.

The three categories of membership are as follows:(i)

Full Membership(ii)

Associate Membership(iii)

Honorary Membership1.1. Full Membershipa)

There are three kinds of full membership: Corporate, Individual
and Special. All three types of membership shall have the samerights.

b)

Corporate full membership shall be open to Sri Lankan companies
established in Japan having Sri Lankan share holding andmanagement.

c)Individual full membership shall be open to Sri Lankan citizens
who are executives of non-Sri Lankan companies established inJapan.

d)Special full membership shall be limited to officers of the Sri Lanka
Embassy and the Sri Lanka Consuls Generals in Japan.

e)Each corporate member shall designate an executive to represent
the company at the Council meetings.

f)Each corporate member may also nominate an alternate member
who may attend meetings in the absence of the designatedrepresentative. An alternate member shall be a Sri Lankan citizen
employed by the corporate member. The name and other relevant
details of the designated representative and his alternate member
shall be supplied to the Executive Committee. Any changes of3

representatives or alternate members shall also be supplied to the
Executive Committee.
g)

A corporate member may not transfer its membership to anothercorporation but it may change its designated representative andalternate member in accordance with the provision of thisconstitution.

h)There shall be no restrictions on the number of members in theCouncil.

i)With the exception of the founding members, every new
nomination for membership to the Council as a full member should
be proposed and seconded by a Council member.

j)

The Executive Committee will review every application for full
membership and shall have absolute discretion in determining
eligibility for membership.

k)

Council members shall notify the Executive Committee of any
impending change in their status, which might affect theircontinuing eligibility for membership, and the Executive Committee
will, at its discretion, be entitled to review the status of the Council
membership from time to time.

l)Full membership is personal. No member shall be entitled totransfer such membership. Except as provided for in thisConstitution, full members are not permitted to nominate
alternates to attend meetings in their place.

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1.2

Associate Membershipa)

The Executive Committee may consider applications for Associate
Membership from individuals or companies who are neither Sri
Lankan citizen nor Sri Lankan companies who are agents tradingin Japan on behalf of Sri Lankan companies. In all such cases,
however, the application must be accompanied by a written
request from the said Sri Lankan Company requesting the
Executive Committee to consider its agents for associate
membership. In addition, the applicant shall provide an outline ofits overall business operation paying particular regard to the
proportion of its activity that is related to the promotion/sale ofgoods or services originating in Sri Lanka.

b)

The Executive Committee at its sole discretion, and upon
unanimous vote may accept applications for nomination as
associate members from individuals who have certain close
connection with Sri Lanka, and who have demonstrated an affinity
towards Sri Lanka for a period of time.

c)Every new nomination for membership to the Council as an
associate member shall be proposed and seconded by a Council
member.

d)

The Executive Committee will review every application for
associate membership and shall have absolute discretion in
determining eligibility for associate membership.

e)

Associate members shall be liable for the same fees as full
members. They shall be eligible to attend and speak, but not tovote at General Meetings of the Council.

5f)

Associate membership is personal. No Associate member shall beentitled either to transfer such membership or to nominate
alternates to attend meetings in their place.

1.3

Honorary Membershipa)

The Sri Lanka Ambassador, Officer in Charge of Commercial
Section of the Embassy and the Consuls-Generals and theirnominees shall be honorary members.

b)

Non-Sri Lankan citizens resident in Japan and Japanese nationals
holding senior positions in the public or private sector may be
invited by the President after obtaining the unanimous approval of
the Executive Committee to become Honorary Members of theCouncil.

c)

Honorary Members shall not have the right to vote at the Annual
General Meeting or at an Extraordinary General Meeting of theCouncil.

d)

Honorary Members shall not be liable to pay membership fees andthe

Executive

Committee

shalldeterminetheregulations

governing Honorary Members.
e)

Honorary membership is personal. No Honorary member shall beentitled either to transfer such membership or to nominate
alternates to attend meetings in their place.

Article - 4
Resignationa)

Any member intending to resign from the Council shall signify his/her
intention to do so in writing to the Secretary, or shall otherwise be liable
for the succeeding year’s membership fee.

6b)Resignation shall not relieve the resigning member from their obligation to
pay any outstanding membership fees or other monies due or payable to
the Council at the time of such resignation. No refund will be made fromany membership fee that may have been due and already paid by the
resigning member.

Article - 5
Disqualification
The Council in a General Meeting may on the recommendation of the
Executive Committee suspend or terminate any membership for nonpayment of subscription or for any other action deemed by the Executive
Committee to be contrary to the best interests of the Council.

Article - 6
Executive Committeea)

The affairs of the Council shall be administered by an Executive
Committee consisting of 01 President, maximum of 11 Vice Presidents,
01 Secretary and 01 Treasurer. In addition, the immediate Past-Presidentof the Executive Committee, Ambassador, officer in charge of Trade
Division of the Embassy, Consuls-General of the Sri Lankan Consulates
in Japan, the Senior Resident Officer of National Carrier, the Sri Lanka
Tourist Board shall be invited to join the Executive Committee as exofficio members.

b)

The composition of the Executive Committee shall be as follows:
The President shall be the Chief Executive of the Council and shall be
responsible for the proper functioning of the Business Council while
ensuring the overall strategic goals are met. He/she shall preside at all
meetings of the Council and of the Executive Committee. During the7absence of the President, shall nominate a member of the Executive
Committee to preside at the meeting.
The Secretary together with the Officer in charge of the Trade Division of
the Embassy shall be responsible for all correspondence, convening of
meeting, recording of minutes, and maintenance of membership register,membership drive and all other administrative functions subject to thecontrol of the Executive Committee.
The Treasurer shall be responsible for all financial matters of the Council.
He/she shall maintain proper records of financial transactions and shallfunction in close liaison with the President and the Executive Committee.
c)

The Executive Committee shall be responsible for planning future policy,
meetings, speakers and events.

d)

The Executive Committee shall be responsible for establishing the “Action
Plan” and the “Calendar of Events” for the financial/working year andimplementing them. The activities will have a direct impact on achieving
the overall purpose of the Council.

e)

All resolutions taken in the Executive Committee or in an Annual General
meeting shall be passed by a simple majority of those present and eligible
to vote in the absence of an express provision to the contrary in thisconstitution.

f)

The

Executive

Committee

shall

be

responsibleforscrutinizing

applications for granting of membership and will not be obliged to give
any reason for its decision.
g)

The Executive Committee is authorized to open and operate bankaccounts in the name of the Council and to appoint any two persons from8the Executive Committee to be authorized as joint signatories to suchbank accounts.
h)

The Executive Committee may appoint sub-Committees and invite any
members of the Council to assist the Executive Committee or serve on
any such sub-committee. Any duly appointed sub-committee

wouldreport to the Executive Committee.
i)

The Executive Committee may engage staff and obtain office and otherrelated facilities, as it considers necessary for its business. These costs
shall be paid out of the funds of the Council.

Article - 7
Election of ExecutiveCommitteea)

The Executive Committee shall be elected annually from amongst thepaid up Full Members of the Council following the receipt of valid
nominations to the Executive Committee. The first Executive Committee
shall consist of the founding members to serve until the first Annual
General Meeting. Elections shall take place by voting at the Annual
General Meeting of the Council.

b)

A 3-member committee selected by members of the Council willadminister elections.

c)Nominations shall not be valid unless a member shall have been a paid
Full Member of the Council for a minimum of 01 year and his/her
nomination has been duly proposed and seconded by other Ordinary
Members of the Council.

d)

In the event of equality of votes, the person presiding, at such meetingshall have a casting vote.

9e)

The Executive Committee shall serve for one year and members of the
Executive Committee may be elected for a subsequent term. An
Executive Committee member is not eligible to serve for any more than
three consecutive terms without standing down for one full term, before
being eligible for re-nomination for election to the Executive Committee.

f)

If for any reason a member of the Executive Committee is unable to servea full year, the vacancy may be filled by the Executive Committee from itsother members or co-opting on to the Executive Committee anothermember of the Council.

g)

If for any reason the Annual General Meeting could not be held within a
six months period of the due date, the Patron will call upon the members
to hold an Executive Meeting.

Article - 8
Feesa)Every member shall pay an annual membership fee as fixed by the
Executive Committee. Annual membership fees shall be for a period
January to December. New Members joining January to June shall pay
100% of the fee, while new members joining July to December shall pay
50% of the annual fees.

b)

The fees shall be applied towards administrative and other costs, as the
Executive Committee shall from time to time determine. The Executive
Committee shall have the right to levy additional fees if membership fees
are inadequate to cover administrative costs of the Council.

c)

No refund shall be made if a member resigns.

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d)

Members will be expected to pay a commercial rate for food or
refreshment for themselves and for their guests at all luncheons or
meetings. The Council shall not subsidize these costs.

e)

The annual membership fee for the forth coming year shall be payable onor before December 20 each year.

f)Membership will be deemed to have lapsed if the annual fee is not paid
within the time prescribed by this Constitution or prior to the Annual
General Meeting, whichever is earlier.

g)Should membership lapse due to non-payment of annual fee, themember affected may reapply to the Executive Committee forreadmission. Upon approval of any such application by the Executive
Committee, the outstanding fees for the current year, administration fee
decided by the Executive Committee shall become due and payable
forthwith. However, the Executive Committee will have the option to
implement the charging of penalty on case-by-case basis.

Article - 9
Meetingsa)Executive Committee meetings shall be held not less than once in twomonths and the next meeting to be held should be decided at the current
meeting. General Meetings will be held not less than once a year. The
date and time of all meetings and the program for the meetings will be
notified to members in advance.

b)

At all meetings of the Executive Committee, the quorum shall consist ofminimum of half of the Executive Committee members.

c)

The Executive Committee may arrange meetings open to non-members.

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d)

The Executive Committee may arrange extraordinary meetings.

e)

The Executive Committee may take appropriate action against members
who fail to attend three (3) consecutive meetings.

Article – 10
General Meetingsa)

The Executive Committee shall also call an Annual General Meeting once
each year. The Executive Committee shall also provide the membershipnot less than twenty one (21) days notice in writing that an Annual
General Meeting has been called for. Business at the Annual General
Meeting shall include (but not limited to) a Report of the Executive
Committee, and the audit report by the Accounts Division of the
Embassy, Election of the President, Treasurer, Secretary and seven othermembers of the Executive Committee and determine membership fees forthe following year. The Accounts Division of the Embassy will audit theaccounts.

b)

The Executive Committee may also call an Extraordinary General
Meeting if it becomes aware of matters of sufficient importance to theCouncil, which should, in the Executive Committee’s opinion, be put to themembers for a vote and where such time frame does not coincide with theAnnual General Meeting.

c)

The Executive Committee will also call an Extraordinary General Meeting
if it receives written notification signed by no less than seven (7) paid up
full members of the Council that they wish an Extraordinary General
Meeting to be called. Such notification must include an outline of thematter, which the group wishes to be put before the members for a
discussion and a vote if deemed necessary.

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d)

The Executive Committee shall provide the membership not less thantwenty one (21) days notice in writing that a General Meeting has beencalled. General Meetings may be called to coincide with a luncheon
meeting or any other event.

e)

Only paid up Full Members of the Council who have paid theirmembership fees two (2) weeks prior to the date of the Annual General
Meeting shall be entitled to vote at the Annual General Meeting.

f)

The quorum at a General Meeting shall be at least one third of the total
paid up members.

Article - 11
Informationa)

The Executive Committee shall maintain an up-to date list of all members.

Article – 12
Finance & Audita)

The funds of the Council shall be deposited in a bank account inaccordance with the directions of the Executive Committee. The funds of
the Council shall be used only to meet the expenses and to carry out the
Objectives of the Council. The President and the Treasurer will beauthorized jointly to operate the bank accounts.

b)

The Council’s financial year shall commence on 1st January and end on
the 31st day of December in each year. The Council shall keep proper
books of account as necessary to give a true and fair view of the state ofaffairs of the Council. The accounts shall consist of a balance sheet andstatement of income and expenditure. Accounts are to be prepared by theTreasurer and audited by the Accounts Division of the Embassy.

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c)

The Accounts Division of the Embassy shall have a right of access at all
times to the books and accounts and vouchers of the Council and shall beentitled to require from the office and office bearers of the Council suchinformation and explanations as he/she thinks necessary for the
performance of the duties of the auditor.

d)

The Accounts Division of the Embassy shall make an audit report to themembers of the Council on the accounts examined by him/her at theAnnual General Meeting.

Article – 13
Chief Patron and Honorary Chairmana)

The Sri Lankan Ambassador shall be the Chief Patron and a position of
Honorary Chairman of the Sri Lanka Business Council.

Article – 14
Amendments/Changes to the Constitutiona) Proposed changes to the Constitution shall be submitted to the Executive
Committee with a request for consideration prior to the Annual or an
Extraordinary General Meeting. The Executive Committee shall circulate
the proposed changes with the notice convening the meeting. All changes
shall require a proposer and seconder and shall be adopted if approvedby a two-thirds majority of the members present at the meeting.

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Article – 15
Miscellaneousa)Every member shall notify the Executive Committee in writing of any
impending change in his or her status that might affect eligibility formembership.

b)

The Executive Committee shall from time to time and in its absolute
discretion review the status of members and notify the members
accordingly of any change in category of membership.

c)

In the event that it is resolved that the Council be dissolved, the resolution
effecting such dissolution shall prohibit the payment of distribution of any
surplus assets among the members of the Council and shall require any
such surplus assets to be given or transferred to some other institution or
institutions having objects similar to the Council’s objectives as describedin this Constitution.

d)

The members shall have the right to appoint any other member of theCouncil to act or assist on his/her behalf at the Annual General Meeting.
****************

Adopted by : Mr Lalaka Silva,

Seconded by: Mr Udaya

Aluthgamage President,
Ernest Trading

President
We Do Trading

Co Date: 11th July 2003 at the Sri Lanka Embassy, Tokyo

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Annexure(i)

Annual Membership Fee
Annual Membership fee to be decided during the Annual General Meeting of
the Business Council.

FIRST AMENDMENT TO THE SRI LANKA BUSSINESS COUNCIL IN JAPAN(SLBCJ) CONSTITUTION
In pursuant to the Article -14 of the SLBCJ Constitution, following amendments/changes
have been made by the members of the SLBCJ at the Annual General Meeting (AGM)
held on 08th December 2019;
The following amendments /changes will be an integral part of the SLBCJ Constitution:
Amending the Article -3.1.1.b) - Full Membership;
Corporate full membership shall be open to Sri Lankan companies established in Japan
having shareholding and management by Sri Lankan Citizen or Japanese Citizen with Sri
Lankan Origin.
Amending the Article -3.1.1.c) - Full Membership;
Individual full membership shall be open to Sri Lankan Citizens or Japanese Citizens with
Sri Lankan Origin who are executives of non- Sri Lankan companies established inJapan.
Amending the Article -3.1.2.a) - Associate Membership;
The following paragraph to add as the second paragraph of Article 3.1.2.a);“Individual Associate membership shall be open to Sri Lankan citizens who are nonexecutives of non-Sri Lankan companies established in Japan.”
Amending the Article -3.1.2 (e) - Associate Membership;e) Associate members shall be liable for the same fees as full members. They shall be
eligible to attend and speak, but not to (delete) , vote at all meetings including the Annual
General Meeting (AGM)

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Amending the Article -6 Executive Committee
The following paragraph to add as the second paragraph of Article 6.a);“The elected President in consultation with the members present at the AGM willnominate two members to act as Additional Secretary and Additional Treasurer to support
the activities of the Secretary and Treasurer elected through the voting process”.
Adding the Article -16 – Disciplinary Inquirya) In the conduct of matters pertaining to the SLBCJ and its members, any
concerned members who believe an inquiry is warranted on some matters or
members may first write to the President of the council requesting such inquiry.

b) Upon the receipt of such request from a member or members, President may
appoint a committee with three SLBCJ full members along with the Commercial
OfficeroftheEmbassy

to

act

as

an

observertothecommittee.

c) The three members Committee shall submit an independent report to the
President of the SLBCJ.

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CIRCULATION AGM
CHANGES TO THE CONSTITUTION OF SLBCJPreamble:
Recognizing the SLBCJ`s existence for 19 years meeting its cardinal objectives of promotion
Japan-Sri Lanka business promotion:
Noting the contribution made by its founding members and subsequent pioneer members
and need for recognition of their contribution:
understanding the need for adapting to new world realities and best practices of similarorganizations:
I Saman Priyankara as a member of SLBCJ wish to submit below proposals for theamendments of the existing SLBCJ constitution for the consideration at the next AGM.
Proposed Amendments:
Article 3.1
The four categories of membership are as follows;
1. Pioneer membership
2. Full membership
3. Associate membership4. honorary membership3.1.1 Pioneer membership(a) Pioneer membership will be offered to the [15] most senior full members of the
SLBCJ(b) In the event of vacating of a pioneer membership, the next most senior SLBCJ full
member will be offered the vacant membership(c) Pioneer members are also liable to place additional Yen 50,000 as a deposit upon
acceptance of the such membership apart from their annual membership as a full
member.
Article 7(a).1
The Executive Committee except the positions of the President, Secretary and Treasurer shallbe elected annually ...................
(a).2
The nominations for the positions of the President, Secretary and Treasurer shall be calledfrom the Pioneer Membership and to be elected annually alongside with other executive
committee positions.

Article 7(c)Nominations shall not be valid unless member shall have been a paid pioneer member or full
member of the council for a minimum of 01year and his/her nomination has been duly
proposed and seconded by other ordinary members of the council and shall accompany withthe prescribed format in Appendix I of this constitution.
Article 14
amendments/changes to the constitution
14.

a) Proposed changes ......................
b) Notwithstanding to the provision of Article 14(a) in amending the constitution with
two-third majority of the members present at the meeting; such amendments shallcome into force only after majority of pioneer members are endorsed such
amendments.

14. Article. 7(d)⚫

1.Members to be appointed or elected to the executive committee shall be liable to uphold
their professional integrity being a member of the Council and respond in good faith for any
such matters that may brought to the notice of Council by other member or third party
through a formal communication In the event of such communication, president may
appoint a committee to probe the veracity of such communication directly with suchmember. President may present committee finding to the Pioneer members for the final
decision