GlassFish Users Group Japan

Constitution

Enforced: 13th September 2015

Modified: 22th April 2017

Chapter 1. General Rules

Article 1. Name

The name of this group shall be GlassFish Users Group Japan (hereinafter referred to as the "Group").

Article 2. Head Office

The Group shall place its head office in Itabashi-ku, Tokyo.

Chapter 2. Objective and Activities

Article 3. Objective

The objective of the Group shall be the advancement of Java Platform, Enterprise Edition (hereinafter referred to as the "Java EE"), GlassFish and Payara as it's implementations, with the mutual collaboration of its members.

Article 4. Activities

1. The Group shall carry out the following activities regarding Java EE, GlassFish and Payara in order to achieve the objective stated in Article 3.

(1) Investigation and research, and their promotion

(2) Publication of Group reports, transactions, and results of research and studies

(3) Collection and utilization of literature and other material

(4) Holding of lectures, seminars, exhibitions, study visits etc. and other PR activities

(5) Offering recommendations and advice externally

(6) Interchange within and outside the Group

(7) Commendation for achievements

(8) Additional activities required for the achievement of the Group's objective

2. Activities listed in the foregoing clause shall be carried out in Japan and overseas.

Chapter 3. Membership

Article 5. Membership Composition and Categories

1. The Group shall be comprised of individuals who have endorsed the Group's objective. The membership categories shall be as stated below.

(1) Regular Member

An individual who have endorsed the Group's objective and carry out the activities as voluntarily and continuously

(2) Associate Member

An individual who have endorsed the Group's objective and support the activities

2. A non-membership who granted the title of Honorary Member by Article 13 shall become Regular Member.

Article 6. Admission

Those wishing to become a member shall submit the designated application form, in order to obtain the approval of Directors.

Article 7. Membership Fee and Admission Fee

Members shall be required to pay the membership fee as stipulated in the Group's Bylaws (hereinafter referred to as "Bylaws"), as funds to be allocated for expenses regarding the Group's activities.

Article 8. Rights of Members

1. The rights of members shall be as stated below, and belong exclusively to them.

(1) Regular Members are entitled to attend the General Meeting and voice their opinion.

(2) All members shall receive the Group Report.

(3) All members shall be entitled to attend activities the Group organizes.

Article 9. Resignation

All members may resign from the Group by submitting a notice of resignation.

Article 10. Dismissal and Restoration of Rights

1. The Group may dismiss any member who falls into any one of the following items upon a resolution by the General Meeting;

(1) when he or she brings disgrace on the Group, or acts against the objective of the Group

(2) when he or she is in violation of this Constitution

(3) when he or she is subject to a justifiable reason for dismissal

2. When a person who has been dismissed wishes to re-join the Group, he or she shall be required to obtain the approval of the General Meeting.

Article 11. Loss of Member Qualification

A member who falls into any one of the following items shall lose his or her qualification as a member;

(1) when dismissed

(2) upon resignation

(3) when his or her unpaid membership fee equals the amount of one year or more, and when considered to have resigned upon an approval of Directors.

(4) when a member is deceased

(5) when all Regular Members have agreed

Article 12. Rights/Obligations and Refund of Paid Fees Following the Loss of Member Qualification

1. Any member who has lost member qualification shall lose their rights as a member, however he or she may not seek the refund of any admission or membership fees already paid.

2. Any member who has lost member qualification shall however not be absolved from his or her unfulfilled obligations.

Article 13. Honorary Title

The Group may grant the title of Honorary Member upon a resolution by the General Meeting to those who have made a significant contribution to the achievement of the Group's objective.

Chapter 4. General Meetings

Article 14. Composition

The General Meeting shall be composed of all Regular Members.

Article 15. Authority

The following matters shall be resolved at the General Meeting.

(1) Dismissal of a Member

(2) Election and dismissal of Directors and Auditors

(3) Remunerations for Directors and Auditors

(4) Annual report, balance sheet, statement of changes in net asset, and supplementary schedules thereof

(5) Acquisition and disposal of the principal property

(6) Activity plan, and the income/expenditure budget

(7) Amendment of this Constitution

(8) Dissolution of the Group and disposition of the residual property

(9) Establishment, revision and abolition of regulations

(10) Any other matters provided under this Constitution requiring resolution at the General Meeting.

Article 16. Types and Holding of General Meetings

1. The General Meeting consists of two types; the Ordinary General Meeting and the Extraordinary General Meeting.

2. The Ordinary General Meeting shall be held annually within three months following the end of the previous business year.

3. The Extraordinary General Meeting shall be held as necessary.

Article 17. Convening of General Meetings

1. The General Meeting shall be convened by the President upon an approval of Directors.

2. The Regular Members who have one-tenth or more of the voting rights of the total Regular Members are entitled to demand a General Meeting by presenting to the President the matters that form the purpose and reason for convening the General Meeting.

3. To convene a General Meeting, a notice including date, time, place and subjects on the agenda shall be given to the Regular Members at least two weeks prior to the said meeting.

Article 18. Chairperson

The General Meeting shall be chaired by the President.

Article 19. Voting Rights

1. Regular Members shall have one voting right each.

2. Regular Members may exercise their right to vote by written or electromagneticmeans.

3. Regular Members may exercise their right to vote by another Regular Member as their proxy.

4. Regular Members who exercise their voting rights by the methods in the foregoing clauses 2 and 3 shall be deemed as having attended.

Article 20. Resolution

1. Unless otherwise provided for this Constitution, the resolution of the General Meeting shall require the attendance of the Regular Members, and shall be passed by a majority of the Regular Members present at the meeting.

2. Notwithstanding the foregoing clause, the following resolutions shall be passed by at least a two-thirds majority of the voting rights of all the Representatives;

(1) Dismissal of a Member

(2) Dismissal of an Auditor

(3) Amendment of this Constitution

(4) Dissolution of the Group

Article 21. Minutes

Minutes shall be prepared of the meeting proceedings pursuant to the laws and regulations.

Chapter 5. Officers

Article 22. Officers

1. The Group shall install the following Officers;

(1) Directors: 3 minimum and 9 maximum

(2) Auditors: 1 minimum and 2 maximum

2. The Group shall install one President from among the Directors.

Article 23. Election of Directors and Auditors

1. Directors and Auditors shall be elected from among the Regular Members upon a resolution by the General Meeting.

2. The President shall be elected from among the Directors.

3. Directors may not concurrently assume the office of Auditor.

Article 24. Duty and Authority of Directors

1. Directors shall constitute the Board of Directors and execute their duties in accordance with the provisions stipulated in this Constitution.

2. The President shall represent the Group and execute its operations.

3. Directors shall assist the President and shall execute the operations of the Group.

Article 25. Duty and Authority of Auditors

1. Auditors shall audit the execution of duties by Directors and prepare audit reports.

2. Auditors may at any time request Directors and Employees to provide a report of activities, thereby investigating the status of the operations and finances of the Group.

Article 26. Officers' Terms of Office

1. The Officers' terms of office shall continue until the conclusion of the Ordinary General Meeting for the last fiscal year which ends within two years from the time of their election.

2. Approximately half of the Vice Presidents, Directors and Auditors shall be renewed every year.

3. The term of office of a Director or Auditor who has been appointed to fill a vacancy, shall be the remaining term of his or her predecessor.

Article 27. Supplementation of Officers

In the event that a vacancy occurs for the position of Officer, it shall be supplemented in accordance with Article 23.

Article 28. Dismissal of Officers

Directors and/or Auditors may be dismissed upon a resolution by the General Meeting.

Article 29. Remuneration

Directors and Auditors shall serve without remuneration.

Chapter 6. Assets and Accounting

Article 30. Basic Property

1. The property of the Group shall be as stated under Annex.

2. The property shall be administered with due care of a prudent manager, in order to achieve the objective of the Group. Disposition of the property shall require the approval of the General Meeting.

Article 31. Fiscal Year

The Group's fiscal year shall begin on the 1st of April every year and end on the 31st of March of the following year.

Article 32. Property Management

1. The management of the Group's property shall be administered by the President in the manner stipulated in the Regulations for Accounting of GlassFish Users Group Japan.

2. The Group cannot make a distribution of surplus.

Article 33. Activity Plan and Budget

The activity plan and the income and expenditure budget of the Group shall be prepared by the President no later than the day preceding the commencement of each fiscal year, and shall obtain the approval of the General Meeting.

Article 34. Activity Report and Settlement of Accounts

1. The following documents regarding the activity report and the settlement of accounts of the Group shall be prepared by the President after the end of every fiscal year, and shall obtain the approval of the General Meeting following an audit by the Auditor.

(1) Activity report

(2) Supplementary schedules of the activity report

(3) Balance sheet

(4) Statement of changes in net asset

(5) Supplementary schedules of the balance sheet and statement of changes in net asset

Chapter 7. Amendment of this Constitution and Dissolution

Article 35. Amendment to this Constitution

This Constitution may be amended upon a resolution by the General Meeting.

Article 36. Dissolution

This Group shall be dissolved upon a resolution by the General Meeting or in accordance with the reasons stipulated by laws and regulations.

Chapter 8. Public Notice

Article 37. Means of Public Notice

The public notice of the Group shall be given by means of an electronic public notice.

Chapter 9. Supplementary Rules

Article 38. Regulations and Rules

All regulations which may become necessary for the implementation of this Constitution shall be stipulated upon a resolution by the General Meeting, and all rules at an approval of Directors.

Additional Provisions

1. This Constitution shall come into force on the day of determined by the Group.

2. The Officers at the time of incorporation of the Group are as follows;

Directors

- Kenji Hasunuma (President)

- Norito Agetsuma

- Yoichi Kikuta

- Masatoshi Tada

Auditor

- Takahiro Yamada


Copyright © 2015-2017 GlassFish Users Group Japan. All rights reserved.

Contact us: info@glassfish.jp