THE STATUTES
OF
THE NETHERLANDS CHAMBER OF COMMERCE IN JAPANCHAPTER I: GENERAL PROVISIONS
Article 1: Name and Domicile.
a. The name of the organization is the "Netherlands Chamber of Commerce inJapan" (the "NCCJ").
b. The principal office of the NCCJ is in Tokyo.
c. By resolution adopted at an Annual General Meeting of Members or General
Meeting of Members, the NCCJ may establish a branch of its organizationelsewhere in Japan.
Article 2: Objectives.
The objectives of the NCCJ are as follows:a. to provide a platform for the exchange of information between Members
concerning trade, commerce, industry, finance and other topics that are relevant
for the pursuit of business activities in Japan or the promotion of trade between
the Netherlands and Japan;
b. to represent and express the opinions of its Members, either directly or throughcooperation with other organizations that share similar interests, concerning themeasures that are necessary or desirable to facilitate the pursuit of businessactivities in Japan or to promote trade between the Netherlands and Japan;
c. to organize events and meetings to promote mutual understanding, friendshipand business relationships between Members;
d. to do all other things that are necessary or desirable to achieve the above
objectives.

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Statutes of the Netherlands Chamber of Commerce in JapanCHAPTER II: MEMBERS
Article 3: Classification of Members.
Members of the NCCJ are classified as follows:(1) Regular Members; and(2) Honorary Members.
Article 4: Eligibility for Membership.
Eligibility for Membership of the NCCJ is determined as follows:(1) Regular Members.
a. corporations, other business organizations and any institutions with official
seat (in Dutch: statutaire zetel) in the Netherlands;b. corporations or other business organizations with official seat in Japan, in
which a majority of the voting rights is exercised by a corporation or otherbusiness organization with official seat in the Netherlands or by an individual
or individuals of Netherlands nationality;c. corporations, other business organizations and any institutions that do notbelong to any of the categories referred to under paragraph a. or paragraphb. and that seek business and/or friendship relationships with the NCCJ’s
members or otherwise actively contribute towards realization of theobjectives of the NCCJ;
d. individuals of Netherlands nationality; ande. individuals of other than Netherlands nationality who seek business and/or
friendship relationships with the NCCJ’s members or otherwise actively
contribute towards realization of the objectives of the NCCJ.

(2) Honorary Members.

Individuals elected by the Management Committee who accept the invitation of
the Management Committee to become Honorary Members.
Article 5: Regular Membership.
a. Every application for Regular Membership must be submitted by the Secretary to
the Management Committee. The Management Committee considers and decides
on the admission of the candidate at its next or a subsequent Meeting.
b. After admission by the Management Committee, Membership comes into effectupon payment of the contribution by the Regular Member.
Article 6: Honorary Membership.
a. Honorary Membership comes into effect upon the candidate’s written acceptanceof the invitation of the Management Committee to become an Honorary Member.
b. Honorary Membership terminates upon the departure of the Member from Japan,
unless the Honorary Membership continues under a special resolution of theManagement Committee.
c. Honorary Members are exempt from payment of Annual Contribution and haveno right to vote at any Meeting of the NCCJ.
Article 7: Voting Rights.
a. A corporation, other business organization or institution registered as Regular
Member of the NCCJ designates a resident of Japan of good standing as its
representative(s) to vote.
b. A Regular Member has one or more votes at Meetings of Members. A Regular
Member holding voting rights may represent at most three other Regular
Members with a valid proxy issued in writing.
c. A Member whose Annual Contribution is delinquent in accordance with Article 8 is
not entitled to vote or to vote by proxy, or to hold elective office until thedelinquency terminates.

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Article 8: Contributions.
a. A Regular Member shall pay the Annual Contribution in advance at thecommencement of the Financial Year.
b. If the Membership of a Regular Member comes into effect within a financial year,
then the contribution is computed by dividing the yearly contribution by 12 andby multiplying the result with the number of months remaining for that year.
c. The amount of the Annual Contribution is determined by the Management
Committee and approved by the Annual General Meeting of Members.
d. The Annual Contribution is considered delinquent if a Member does not pay thecontribution within the period of sixty days after the commencement of the
Financial Year, and if after this period the Member does not pay the contribution
within the period of thirty days after receipt of the notice sent by the Treasurer
regarding the outstanding contribution.
Article 9: Expulsion.
a. If in the opinion of the Management Committee the continued Membership of any
Member is detrimental to the NCCJ, then the Management Committee is
empowered to expel the Member.
b. The expelled Member is entitled to appeal the expulsion at the next Annual
General Meeting of Members or General Meeting of Members. The appeal must
be included as a separate item on the agenda for the Meeting without stating thename of the Member concerned. The Meeting decides by voting in writing.
c. A decision of the Management Committee to expel a Member may only be
revoked if at least three quarters of the Members holding voting rights present at
the Meeting agree to revoke. If the expelled Member is not present or
represented at the Meeting, the Meeting may vote on the expulsion decision bydeeming the Member to be present or to be represented at the Meeting.
d. If the Annual Contribution of any Member becomes delinquent under Article 8,
the Treasurer shall give due notice thereof to the Member. If the Contribution
remains unpaid at the end of the Financial Year and no satisfactory reason is
given therefore, then the Member may be deleted from the list of Members of the
NCCJ by resolution duly adopted by the Management Committee.
Article 10: Resignation.
a. If a Member wishes to resign, then the member must give a written notice to theSecretary before the first day of the last month of the Financial Year. If thewritten notice is given after the first day of the last month of the Financial Year,then the Annual Contribution for the subsequent Financial Year is due
notwithstanding the written notice.
b. If a resignation comes into effect within a Financial Year, then no refund is maderegarding the Annual Contribution for that year.

CHAPTER III: MANAGEMENT COMMITTEE AND SUBCOMMITTEES
Article 11: Management Committee.
a. The NCCJ has a Management Committee consisting of the following Officers:(1) Chairman;(2) Vice-Chairman;(3) Secretary;(4) Treasurer;(5) one or more Directors.

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Statutes of the Netherlands Chamber of Commerce in Japanb. The Officers must be Regular Members or their representatives designated inaccordance with Article 7(a).
c. The term of office of the Management Committee ends at the Annual General
Meeting of Members under article 12.
Article 12: Election of Officers.
a. The Officers constituting the Management Committee are elected at the Annual
General Meeting of Members.
b. Candidates for the new Management Committee may be proposed by theManagement Committee holding office for the term ending with the Annual
General Meeting, or by at least two Regular Members holding voting rights.
c. All Officers of the sitting Management Committee may be nominated for reelection for the new Management Committee.
Article 13: Vacancies.
a. If an Officer of the Management Committee declines to serve or resigns his office,or if the office becomes vacant for any other reason, then the remaining Officersof the Management Committee may nominate a new Officer to fill the office inaccordance with Article 11. The new Officer serves the office until the next
Annual General Meeting of Members.
b. A change of Officers of the Management Committee is notified to the Members of
the NCCJ within 30 days after the day the change comes into effect.
Article 14: Authority and Duty of the Management Committee and its
Officers.
(1) The Authority and Duties of the Management Committee are as follows:a. The NCCJ is managed by the Management Committee.
b. The duties and powers under paragraph a. of this Article relate to thegeneral business and affairs of the NCCJ as a whole. The duties and powers
do under no circumstances allow or empower the Management Committee,
its Officers or its nominees to commit, or to legally or morally bind any
Member of the NCCJ in any way without the Member's specific writtenconsent.
c. The Management Committee may decide to invite individuals serving theNetherlands Government or other important individuals to join in the
deliberations of the NCCJ or of the Management Committee, if theManagement Committee considers it necessary or desirable.
(2) Specific duties and powers of Officers of the NCCJ are as follows:a. Chairman.
The Chairman supervises the activities of the Management Committee. The
Chairman is authorized to represent the NCCJ and is entitled to speak for the
NCCJ. If the Chairman is absent, his duties and powers rest with the ViceChairman. If the Vice-Chairman is absent too, the duties and powers of the
Chairman rest with the other Officers in accordance with the order in which
they appear under Article 11. If more than one Director is authorizedaccording to Article 11, then the Directors are ranked in order of seniority of
the length of time spent as an Officer of the NCCJ.
b. Secretary.
The Secretary conducts the NCCJ's general correspondence and keeps the
NCCJ's official archives. The Secretary issues written convocations for
Meetings of Members and Meetings of the Management Committee inaccordance with the instructions of the Chairman.
c. Treasurer.
The Treasurer is responsible for the efficient management and custody of the
NCCJ's assets and financial operations and records, and properly conducts all

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accounting procedures related thereto in accordance with the guidelines theManagement Committee may lay down from time to time.
Director.
A Director actively promotes the objectives of the NCCJ.

Article 15: Management Committee Meetings.
a. The Management Committee meets when necessary but at least once every
month except for the months of July and August.
b. Four Officers constitute a quorum at a Management Meeting. Decisions are taken
by a simple majority of votes at a meeting for which there is a quorum. If thevoting at a Management Committee Meeting results in a tie, the Chairman isentitled to render a casting vote to decide the issue under considerationaccording to his preference or may decide to refer the issue to a future
management Committee meeting to be called within one month.
Article 16: Removal of Officers.
An Officer of the Management Committee may be removed from office at any timeby a resolution duly adopted at a General Meeting of Members.
Article 17: Subcommittees.
a. Subcommittees may be set up by the Management Committee. The Management
Committee defines the terms of reference of the Subcommittee. The Chairman
appoints and may remove the chairman of a Subcommittee after priorconsultation with the other Members of the Management Committee.
b. Subcommittee members are Regular Members of the NCCJ. Subcommittee
members have no executive powers. The chairman of each Subcommittee
reports to the Management Committee.

Chapter IV: Board of Trustees
Article 18: Board of Trustees.
(1) The Management Committee may establish a Board of Trustees, for the purposeof:a. enhancing the development and securing the continuity of the NCCJ; andb. ensuring that the Management Committee is duly informed about the generalviews, opinions and concerns of the Dutch business community in Japan on
any matters relevant to the NCCJ.
(2) The Board of Trustees shall consist of appointed:- Honorary Members;- senior representatives of Regular Members;- senior representatives of the Dutch government, or any subdivision thereof;
and/or- individuals of excellent standing within the Dutch business community inJapan.
(3) The Board of Trustees shall operate with no less than three (3) Trustees and no
more than nine (9) Trustees.
Article 19: Appointment of Trustees.
a. The Trustees shall be appointed at the Annual General Meeting of Members.
d. Candidates for the Board of Trustees may be proposed by the Management
Committee holding office for the term ending with the Annual General Meeting,or by at least two Regular Members holding voting rights.

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Statutes of the Netherlands Chamber of Commerce in Japane. Each Trustee shall be appointed for a period of three (3) years, and may bereappointed for a subsequent period of three (3) years thereafter.
Article 20: Vacancies.
a. For any positions being or becoming vacant, whereby the number of vacant
positions is equal to the difference between the maximum number of nine (9)Trustees and the actual number of appointed Trustees, the Management
Committee may nominate a Trustee mid-term to fill the vacancy in accordancewith Article 18. The new Trustee serves the office until the next Annual General
Meeting of Members.
b. Any changes in the composition of the Board of Trustees is notified to theMembers of the NCCJ within 30 days after the day the change comes into effect.
Article 21: Authority and Duty of the Board of Trustees and its Trustees.
(1) The Authority and Duties of the Board of Trustees are as follows:a. The Board of Trustees shall act as advisor to the Management Committee,
providing non-binding advice upon the Management Committee’s specificrequest or at its own initiative. The Management Committee will take suchadvice into due consideration in exercising its authorities and duties
described in Article 14.
b. The Board of Trustees may at any given time and at its own discretion
request the Chairman of the Management Committee to inform them about
any ongoing deliberations within the Management Committee. The Chairmanof the Management Committee shall not unreasonably withhold suchinformation, and shall provide the requested information in a timely manner.
Article 22: Board of Trustees Meetings.
a. The Board of Trustees meets when necessary but at least once every year, with amajority of the appointed Trustees present.
b. The Chairman of the Board of Directors shall attend at least one meeting of theBoard of Trustees every year, as an observer. In this meeting, the Chairman will
brief the Trustees about relevant developments within the NCCJ as well as
ongoing deliberations within the Management Committee.
c. Every such meeting shall be chaired by one of the Trustees elected on theoccasion of the meeting.
Article 23: Removal of Officers.
a. A Trustee may be removed from office at any time by a resolution duly adopted
at a General Meeting of Members.

CHAPTER V: CHAMBER MEETINGS
Article 24: Classification and Conduct of Meetings.
(1) Meetings of the NCCJ are classified as follows:a. Annual General Meeting of Members.
The Annual General Meeting of Members is held every year within two months
after the end of the Financial Year of the NCCJ.
b. The agenda for the Annual General Meeting of Members includes at least thefollowing issues:(a) the Chairman's annual report,(b) the Treasurer's annual financial statements, report and budget,(c) election of the Management Committee,(d) appointment of Auditor(s).

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General Meeting of Members.
The Management Committee may call a General Meeting of Members at its
own initiative. The Management Committee shall call a General Meeting ofMembers within one month after a written request to hold the Meeting isreceived by the Secretary of the NCCJ from at least three Members holding
voting rights. The request must specify in detail the issues to be dealt with at
the Meeting.
d. Informal Meetings.
The Management Committee at its discretion may invite Members and guests
to informal meetings and social gatherings of any kind. No decisions
concerning the NCCJ’s business and affairs may be adopted at such meetings.
(2) The Chairman, or in his absence the Vice-Chairman, presides over and is
responsible for the proper conduct of all Meetings of the NCCJ. If both the
Chairman and the Vice-Chairman cannot attend a Meeting, then theManagement Committee decides which other Officer presides over the Meeting.
Article 25: Convocation of Meetings.
The Management Committee shall arrange, at least two weeks before an Annual
General Meeting of Members or a General Meeting of Members, the written notices tobe sent to all Members and Trustees, stating the issues, time and place of the
Meeting. No other issues than stated in the notice may be subject to voting at the
Meeting.
Article 26: Quorum and Voting.
a. Fifty-one percent of the Members holding voting rights constitutes a quorum at
all meetings of the NCCJ.
b. If a quorum is not present within half an hour after the starting time of the
Meeting, then the Meeting is adjourned and written notice is given to theMembers within three weeks after the adjournment, stating the time and place ofthe Meeting adjourned. The notice is sent at least one week before the date on
which the Meeting is reconvened and no quorum is required for the Meeting
adjourned.
c. At all Meetings, decisions are taken and elections decided by at least a majorityof Members holding voting rights present or represented, unless otherwise
provided in these Statutes.
d. If voting concerns membership or election of individuals, then voting is secret by
the use of ballots if so proposed by the Management Committee or if sorequested by a Member holding voting rights.

CHAPTER VI: FINANCIAL YEAR AND FINANCIAL STATEMENTS
Article 27: Financial Year.
The Financial Year of the NCCJ begins with 1 April, and ends on 31 March of thesubsequent year.
Article 28: Assets.
Assets of the NCCJ from which the NCCJ's expenditure are paid derive from thefollowing:(1) Annual Contributions,(2) Revenues from the business of the NCCJ,(3) Interest accruing from assets,(4) Any other revenues.

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Article 29: Financial Statements.
a. The Treasurer maintains up to date records of the NCCJ's assets and liabilities,
and of the NCCJ's income and expenditure.
b. After the end of the Financial Year, the Treasurer shall timely prepare the NCCJ's
Annual Financial Statements for that year and the proposed Budget for thesubsequent Financial Year, and shall present it to the Management Committee forconsideration and approval and for subsequent submission to the Annual General
Meeting of Members.
Article 30: Audit.
a. At each Annual General Meeting of members one or more Auditors of the NCCJ
are elected. The Auditor(s) must be Regular Member(s). The Auditor(s) is/arechosen amongst candidates proposed by the Management Committee or by atleast three Members holding voting rights.
b. The Auditor(s) shall examine and certify the accounting and financial Statementsof the NCCJ for the Financial Year ending on 3l March of the subsequent calendar
year before submission of the annual Financial Statements to the Annual General
Meeting of Members.

CHAPTER VII: AMENDMENTS TO THE STATUTES AND DISSOLUTION OF THE
CHAMBER
Article 31: Amendments to the Statutes.
a. The Management Committee or at least three Members holding voting rights may
propose amendments to these Statutes.
b. The amendments are presented, together with any recommendations of theManagement Committee if any, to the Annual General Meeting of Members or
General Meeting of Members, at which Meetings action may be taken.
c. The text of the proposed amendment is sent to each Member holding voting
rights together with the notice calling the Meeting.
d. At the Meeting, the proposed amendment is submitted for decision by theMembers, and the amendment is adopted if it is approved by at least two-thirds
of Members holding voting rights present or represented.
Article 32: Dissolution of the NCCJ.
a. A proposal to dissolve the NCCJ is adopted if it is approved at a General Meetingof Members or Annual General Meeting of Members by at least seventy five
percent of the Members holding voting rights present, and if the agenda of the
Meeting includes the proposal.
b. A Meeting that has the objective to dissolve the NCCJ may be called by theManagement Committee, or at the request of at least sixty percent of the Regular
Members, which Members must be present at the Meeting within half an hour
after the starting time of that Meeting. If sixty percent of the Regular Members
are not present on time, then no voting takes place regarding the proposal todissolve the NCCJ and the proposal is deemed as been withdrawn.
c. At the Meeting at which a decision to dissolve the NCCJ is taken, it is alsodecided in what manner any disposable assets, after satisfaction of the NCCJ's
debts and obligations, are disposed of. If the Meeting decides to dispose of assets
in favour of Members, then the disposal is made to all Regular Members that are
residents or that are legally represented in Japan at the time of the dissolution.
The assets are shared between these Members in proportion to the aggregate
amount of contributions made by each Member in the Financial Year in which the
Meeting is held and in the four years preceding that year.

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Article 33: Disposal of Net Assets.
If upon dissolution of the NCCJ, after satisfaction of all debts and obligations of the
NCCJ and after any disposal of assets to Members in accordance with Article 32, any
assets remain, then the remaining assets together with important records of the
NCCJ are placed in custody of either an appropriate official representative of theGovernment of the Netherlands in Japan, or another entity or individual of goodstanding as the Management Committee may select.

CHAPTER VIII: BY-LAWS
Article 34: By-Laws.
By-Laws conducive to enforcement of these Statutes are adopted by normal decisionof the Management Committee.
Article 35: Notification.
The text of By-Laws adopted by the Management Committee and any amendments
thereto are notified in writing to Members within two weeks after the institution oramendment of the By-Laws.

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