CONSTITUTION
Amended as of February 16, 2016

Constitution enforced as of February 25, 1982
Amended Constitution as of February 15, 1984
Amended Constitution as of February 27, 1991
Amended Constitution as of February 17, 1999
Amended Constitution as of February 20, 2003
By-Laws enforced as of January 14, 1986
Amended By-Laws as of February 22, 2000
Amended By-Laws as of February 20, 2003
Combination of Constitution and By-Laws as of May 29, 2009
Amended Constitution as of February 13, 2012
Amended Constitution as of February 16, 2016

Article 1

Name and Domicile
This organization shall be known as the Swiss Chamber of Commerce and Industry
in Japan (SCCIJ), hereinafter called “the Chamber”. In Japanese: Zainichi Suisu
Shoko Kaigisho. The office of the Chamber shall be in Tokyo.

Article 2Objectives

2.1

The Chamber shall have the following objectives:i.

To aid and facilitate the development of trade, investment and commerce
between Switzerland and Japan.

ii.

To promote measures calculated to benefit the interests in Japan ofcompanies and citizens of Switzerland.

iii.

To represent, express and give effect to the opinions of the Swiss business
community and companies in Japan regarding trade, industry and related
operations towards Swiss and Japanese authorities.

iv.

To collect, evaluate and disseminate among its Members statistical andotherinformation

concerning

commerceandindustryorotherundertakings of interest to them.
v.

To associate, cooperate or become affiliated with other organizations
sharing mutual interests.

vi.

To promote social interactivity as well as to organize events for Members
and between Members and other organizations, authorities, affiliation orindividuals.

vii.

To support educational exchange between Switzerland and Japan.

12.2

European Business Councili.

The Chamber shall participate as full member to the European BusinessCouncil (EBC).

ii.

The Chamber shall furthermore encourage its Members to participate in
the EBC committees’ activities. Such participation shall not however beconsidered as binding the Chamber in any way but shall be done under
the full responsibility of the Member.

iii. The Executive Committee shall elect its representative to the EBC’sorgans.
2.3

The Chamber shall do all such things as may be conducive to theattainment of the above objectives.
Article 3Liabilities
Only the Chamber’s assets cover its Liabilities.

Article 4Classification of Memberships

The Chamber shall consist of the following categories of membership:
CorporateAssociate
Entrepreneur
Overseas
IndividualHonorary
StudentArticle 5

Eligibility
5.1

Corporate Member: entity owned or predominantly owned by Swiss capital(including Liechtenstein, and hereinafter the same), or that is primarily based in
Switzerland, or that has a significant Swiss image.
5.2

Associate Member: any other corporate entity which shows interest in theobjectives of the Chamber. Additionally, any corporate entity that would normally beeligible for Corporate Membership but which because of its size or being a relative
newcomer to the market is allowed by a majority of the Executive Committee to hold2this status. This status will be reviewed on an annual basis by the Executive
Committee.

5.3

Entrepreneur Member: any small company or firm which shows interest in

the objectives of the Chamber, and:i.

Has more than one but less than ten full-time directors, partners or
employees in Japan; andii.

Is not owned or controlled, directly, indirectly, by a company that is listed
on any stock exchange or by a major unlisted company.

This status will be reviewed on a regular basis by the Executive Committee.

5.4

Overseas Member: any individual or corporate entity that does not have aresidence or a place of business respectively in Japan and which shows interest in
the objectives of the Chamber.

5.5

Individual Member: any individual resident in Japan and who has interestsin the objectives of the Chamber.

5.6

Honorary Member: Anybody who has made a significant contribution tothe Swiss-Japanese business community, and has been proposed by an Executive
Committee member and approved unanimously by the Executive Committee.
i.

The Ambassador of Switzerland to Japan shall automatically be installed
as the Honorary President of the Chamber. He shall hold this office during
his term as Ambassador to Japan.

ii.

Honorary Members are entitled to all the privileges of Regular Members
except voting rights and are exempt from payment of dues.

5.7

Student Member: students who have interests in the objectives of theChamber can become Member. Students are exempt from payment of dues.

Article 6

Regular Members
Regular Members shall consist of the following categories of membership:
Corporate, Associate and Entrepreneur.

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Article 7

Votes of Members
At a General Meeting of the Chamber, each Member shall be entitled to cast in
person or by proxy, the number of votes attributed to such Member’s category ofmembership as follows:

Category of Membership

Article 8

Number of Votes

Corporate

2

Associate

1

Entrepreneur

1

Overseas

0

Individual0

Honorary0Student0

Membership

8.1

Beginning

Membership begins with approval and payment of the dues for the current calendar
year. Fulfillment of the criteria listed in Article 5 does not entitle applicants tobecome Members.
i.

Application for membership must be made in writing. The application shallcontain the names in full and address of the applicant, the type ofmembership desired, the nature of the applicant’s business or activity andany other information as the Executive Committee may require.

ii.

Applicants applying for Entrepreneur Membership shall also specify thetotal number of staff working in Japan.

iii.

The candidate therewith pledges to abide by the Constitution if his
application is approved.

iv.

The Secretariat shall notify each member of the Executive Committee of anew application for membership.

v.

Decision on the application is made by the Executive Committee at ameeting following the application.

vi.

Any member of the Executive Committee unable to attend said meeting
may exercise his vote by proxy or by mail prior to the meeting.

vii.

Decision is notified to the candidate in writing.

viii.

There is no obligation to reveal the reasons for non-approval.

ix.

Upon acceptance of the application, the new Member shall be furnished4

with a copy of the Constitution.

8.2

ChangeChange in classification of membership shall be by resolution of the ExecutiveCommittee.

8.3

EndMembership ends with resignation, expulsion, liquidation or change in corporate
identity.
Resignation is only possible for the end of the calendar year and must be given inwriting to the Secretariat at least three months in advance.
In the following cases, expulsion of any class of Member can be decided by the
Executive Committee with a two-third majority of all members based on a motion
presented in writing by one of its members:i.

If the Member concerned is more than six months in arrears with hisannual dues such motion shall be put forward by the Treasurer to theExecutive Committee.

ii.

If the membership concerned is considered seriously detrimental to theinterests and objectives of the Chamber or for other important reasons.

Prior thereto the President must advise the Member of the motion and ask for hiscomments on the complaints in writing without delay. In case that a written
complaint is submitted, the Executive Committee shall give a chance of explanation,and decide by voting in writing.

8.4

Nominated Representative

Each Regular Member shall nominate one of its employees as a representative tothe Chamber and notify the Secretariat accordingly.
i.

Change must be notified to the Secretariat in writing.

ii.

The representative shall immediately submit his resignation of his positionon the Executive Committee in case he ceases to be employed by the legal
entity represented.

8.5

Rights and Privileges

All Members of the Chamber shall enjoy the following rights and privileges:i.

Participating in Working Committees.

ii.

Attending programs and other events put forth by the Chamber.

iii. Bringing guests to programs and other events put forth by the Chamber,unless otherwise specified by the Executive Committee.

5iv. Listing in the Membership Directory.
v.

Receiving a copy of the Membership Directory and the Chamber’s
publication each time they are published.

vi. Accessing information and data exclusive for Members of the Chamber.
Article 9Fees and Dues
9.1

Each Member of the Chamber shall upon notification of acceptance ofapplication for membership pay the entrance fee. Annual membership dues shall becharged pro rata for the remaining period of the current year from the date ofacceptance of application. The annual membership dues, separate from entrance
fees, are payable within six weeks from the date of the Annual General Meeting.
9.2

A first reminder shall be sent to Members in arrears with their dues. A

second reminder shall include the advice by the President that a motion forexpulsion is prepared for submission of the case before the Executive Committee.
9.3

The expulsion of a Member for non-payment of the annual membershipdues shall not exempt the Member from liability concerning his dues.
Article 10

Chamber Organs

General Meeting
Executive Committee
Working Committees
Auditor
Article 11

Annual and Extraordinary General Meeting

11.1

The Annual General Meeting shall take place within the first two months ofthe calendar year and in particular the following business shall be placed on theagenda:i.

Receipt of the President’s Annual Report.

ii.

Receipt and acceptance of a Statement of Accounts, Business Report,
Budget Plan and Business Plan.

iii.

Election of new Members of the Executive Committee.

iv.

Election of Auditor.

v.

Changes in Membership Fees.

11.2

Convocation

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The Executive Committee convenes the Annual General Meeting. In case of needor upon the request of at least one-fifth of the Regular Members made to thePresident in writing and specifying the objective, the Executive Committee
convenes an Extraordinary General Meeting. At least three weeks advance notice
shall be given. The invitation shall be in writing and contain the agenda and thenecessary documents.

11.3

QuorumA General Meeting requires a quorum. Half the Regular Members constitute aquorum. If this quorum is not achieved at a General Meeting, it shall be repeatedwithin three weeks whereby decisions can be taken independently of the number ofRegular Members present or represented.

11.4

Decisions

Decisions shall be taken by a majority of the votes of the Regular Members present
or represented unless otherwise provided for under this Constitution.
i.

If so decided by the General Meeting, voting shall take place by secretballot.

ii.

If a tie results, the ballot shall be repeated. If a second tie results the voteshall be deemed rejected.

iii. Elections and removals are always by secret ballot.
iv. Based on a written authorization which shall be submitted to the meeting’sPresident, a Regular Member can represent up to three other RegularMembers and exercise their full rights.

11.5

Invitations

All types of membership are invited to a General Meeting.
Representatives of other organizations, etc. having friendly relationship with theChamber can also be invited, if approved by the Executive Committee.
Article 12

Executive Committee

12.1

Composition

The Executive Committee shall consist of not less than 7 but not more than 9persons (including President, Vice-President(s), and Treasurer) who are, orrepresent, Regular Members and out of which at least 4 persons shall have Swissnationality.
i.

President, Vice-President(s) and Treasurer shall be elected from among7

and by the Executive Committee.
ii.

In principle, the President shall be of Swiss nationality.

iii. The composition of the Executive Committee should reflect the TradeSectors represented among Regular Members.

12.2

Nomination

The members of the Executive Committee must be resident in Japan and willing tocontribute to the Chamber in an active manner. Ideally, two members of theExecutive Committee shall be residents in the Kansai district.

12.3

List of Candidates to the Executive Committee

A list of candidates to the position of member of the Executive Committee
containing the name of the candidates and the substitute candidates has to be sent
to all Members of the Chamber at least one week prior to the Annual General
Meeting.
i.

This list shall set forth which candidates stand for re-election and which
candidates are already assuming a position as member of the Executive
Committee having been called following a vacancy.

ii.

This list shall set forth the number of seats available at the Executive
Committee.

12.4

Procedure of Election to the Executive Committee

At each Annual General Meeting, each Regular Member of the Chamber shall beentitled to vote for that number of candidates corresponding to the number of seatsavailable, among the candidates listed as per article 12.3.
Those candidates who receive a higher number of votes in their favor than thosecast in respect of each of the remaining candidates, shall be elected to the
Executive Committee. In case of a tie, the ballot shall be repeated until the numberof seats available is filled.

12.5

Term of the Executive Committee

The members of the Executive Committee are elected for a two-year term with one
term extension possible.
i.

One additional term is possible if a member of the Executive Committee iscandidate to the position of President and elected as such.

ii.

The term of the President is two years with the possible extension of oneterm.

iii.

After one year out of office a renewed candidacy for a seat on the8

Executive Committee is possible.
iv.

A member of the Executive Committee may be removed from office at any
time by a resolution adopted at an Extraordinary General Meeting.

v.

Any vacancy occurring amongst the members Executive Committee at
any time after the Annual General Meeting may be filled by the ExecutiveCommittee for a term expiring at the next following Annual GeneralMeeting.
vi.

The time served as a member of the Executive Committee, having beencalled to the Executive Committee following a vacancy, shall not count.

12.6

DutiesThe Executive Committee is responsible for running the Chamber andadministering the Chamber’s assets. It shall be convened by the President. In
addition, it has in particular the following duties.
i.

Define and set goals and evaluate achievements.

ii.

Convocation of General Meetings.

iii.

Preparation of the Annual General Meeting including the agenda.

iv.

Decision on membership.

v.

Employment and supervision of staff.

vi.

Responsibility for maintenance of the Chamber’s facilities.

vii.

DesignationandsupervisionofSpecial

WorkingCommittees;

appointment of Chairmen of Special Working Committees; membership ofSpecial Working Committees.
viii.

Appointment of the Trade Sectors Representatives.

ix.

Minuting of General Meetings and Meetings of the Executive Committee.

12.7

Committee Meetings

The Executive Committee shall meet on a regular basis or when necessary. Eachmember of the Executive Committee is entitled to cast one vote.
i.

A meeting requires a quorum.

ii.

The presence of at least half the members of the Executive Committee shallconsist a quorum if that number is even and a majority is required if thenumber is odd.

iii.

Decisions shall be taken by a majority of the members present.

iv.

In case of a tie, the presiding officer’s vote shall decide.

v.

As an exception, the presiding officer can ask the Executive Committee tovote in writing.

9Article 13

Working Committees

The Executive Committee may institute Special Working Committees dealing withobjects of interest to Members and define their roles and authorities.
i.

Each Special Working Committee shall be directed by a Chairman who
shall regularly report to the Executive Committee.

ii.

The Members of the Special Working Committees shall be selected by theChairman of such Committee and shall include one member of theExecutive Committee.

iii.

The Chairmen of the Special Working Committees shall not commit theChamber without the prior consent of the Executive Committee.

Article 14

AuditorAn auditor elected by the Annual General Meeting shall examine and certify theaccounts.
Article 15

15.1

Duties and Authorities of the Offices

President

The President represents the Chamber. The President shall have and exercise
general supervisory authority over the affairs and activities of the Chamber.

15.2

Vice-President(s)They shall assist the President and assume the duties of the President in theabsence of the President.

15.3

Treasurer

The Treasurer will be charged with the responsibility for the financial affairs of theChamber.

15.4

Advisors

Delegate(s) from the Swiss Embassy appointed by the Ambassador shall beadvisors for the duration of their respective terms in Japan, for response to thePresident’s inquiries or for advices to the Executive Committee and Special
Working Committees. Advisors have no voting right and no right of resolution. The
Executive Committee shall appoint additional advisors whenever necessary.

1015.5

Secretariat

The service of the Chamber shall be performed through a Secretariat. The staff ofthe Secretariat shall be hired by the Executive Committee.
Article 16

Trade Sectors

16.1

Classificationi.

In principle, the classification of Members should follow the EBC trade
sectors’ categories and reflect the businesses represented among
Members.

ii.

A Regular Member can request the Executive Committee to be affiliatedwith another Trade Sector upon evidencing a due change in its line ofbusiness and activities.

16.2

Representative of Trade Sectors
i.

The Trade Sector Representative shall report to the Executive Committee.

ii.

They shall not commit the Chamber, nor the Trade Sector they represent,
without the prior consent of the Executive Committee.

iii. Members who are participating to committees of the European BusinessCouncil shall inform the corresponding Trade Sector Representatives.
Article 17

Delegates

The Executive Committee may appoint Delegates of the Chamber (hereinafter
called the “SCCIJ Delegates”) in Switzerland or any other country. The SCCIJ
Delegates shall perform their activities in accordance with the specific instructions
given by the Executive Committee on a case by case basis.
Article 18

Fiscal Year

The Chamber’s fiscal year shall be from January 1 to December 31, each year.

Article 19

Amendments

Upon request of the Executive Committee or by written petition of at least one-thirdof the Regular Members, this Constitution can be amended according to thedecision made by a General Meeting.

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Convocation and procedure for such a General Meeting are the same as those for
the Annual General Meeting. However, decisions shall be taken by a two-thirds
majority of the total number of Regular Members’ voting rights present andrepresented.
Article 20

Dissolution

Dissolution can only be decided by a three-quarters majority of votes at a General
Meeting convened exclusively for this purpose following the provisions of thepreceding Article.

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