Bylaws of the Internet Society Japan Chapter

13th September 2019

Article I. - Name

1. This organization shall be called the Internet Society Japan Chapter (hereafter "Chapter").

Article II. - Purpose

1. The general purpose of the Chapter shall be to advance and promote the Mission of the Internet Society.

2. Additionally, without limiting the generality of the Chapter's purpose, the Chapter shall also:
   • Increase the number of people who understand and support the Mission of the Internet Society by presenting its activities to the Japanese community.
   • Serve as a focal point for knowledge sharing and professional networking to Internet Society members that live in Japan
   • Educate and motivate next generation leaders who play an active role in the Internet community both inside and outside Japan.
   • Collaborate with other chapters to promote better understanding of each other's Internet-related activities.

3. The Chapter will serve persons and organizations that live or work in Japan.

4. The Chapter is chartered by the Internet Society. These bylaws neither supersede nor abrogate any of the Bylaws of the Internet Society that regulate chapter affairs.

Article III. - Membership

1. All members of the Chapter shall also be members of the Internet Society. Membership is not necessary, however, for participation in activities of the society or its chapters.

2. All individuals and organizations falling within the defined scope of the Chapter shall be eligible for membership without discrimination.

3. Membership in the Chapter shall be open to all Internet Society members in the locality served by the Chapter upon request and payment of any local dues, as determined by the Executive Council.

Article IV. - Officers

1. The officers of the Chapter shall be: Chair, Vice Chair, Program Chair, Secretary, and Treasurer.

2. The officers shall be active members of the Chapter.

3. Elections of officers shall be held at the Annual General Meeting. Officers elected shall take office on the first day of the next fiscal year and serve for two years. Elections of officers shall be held to fill open seats and all officers will serve a term of 2 years.

4. A member can be re-elected as an Officer of the Chapter no more than eight (8) years consecutively and should not have the same position within the Board for more than four (4) consecutive years. A period of less than one year shall be counted as one whole year.

5. All officers shall be elected in accordance with the procedures set forth by a resolution of the Executive Council.

6. If a casual vacancy occurs among the Officers, the Executive Council may invite a member of the Chapter to fill the vacancy. Such invited member shall hold office for the unexpired term of his/her predecessor.

7. Officers may be removed from office by a two-thirds (2/3) vote of the Executive Council. Only one person shall be removed with one vote.

Article V. - Duties of Officers

1. The Chair is the principal officer and is responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of the Internet Society and these bylaws. The Chair shall preside at all meetings of the Chapter and of its Executive Council. With the advice of the Chapter's Executive Council, the Chair shall appoint all members of committees of the Chapter and all Committee chairpersons.

2. The Vice Chair shall preside at meetings in the absence of the Chair.

3. The Secretary shall keep the minutes of all Chapter and Executive Council meetings. Other duties of the Secretary include:
   1. Preparation of the Annual Chapter Report for presentation to the Chapter at the Annual General Meeting.
   2. Preparation of Chapter's Activity Report and submission of this report to the Internet Society headquarters.
   3. Notification to the Internet Society headquarters of any changes in the elected officers of the Chapter.
   4. Submission of any proposed amendment of these Bylaws to the Internet Society headquarters for approval.
4. The Treasurer shall collect dues, pay all bills, and maintain the Chapter's financial records. Duties of the Treasurer shall also include:
1. Preparation of the Chapter's Annual Financial Report for presentation to the Chapter at the Annual General Meeting.
2. Completion and submission of the Annual Financial Report to the Internet Society headquarters.

5. The Program Chair shall lead the program committee.

Article VI. - Executive Council

1. The Executive Council shall consist of the present Chapter officers, the chairperson of the Chapter's standing committees and members appointed by the Chair with the advice of the Chapter's Executive Council.

2. The term of the members of the Executive Council shall coincide with the terms of the officers. They shall take office on the first day of the fiscal year and serve for one year.

3. The Executive Council has the following powers:
   1. Authorize the Chapter's membership applications
   2. Represent the Chapter to external parties
   3. Plan and conduct Chapter activities
   4. Make decisions on expenditures required for the Chapter's activities
   5. Make any other decisions required to maintain the Chapter and its activities

Article VII. - Standing Committees

1. The Standing Committee of the Chapter shall be the Program Committee.
2. The Program Committee shall plan and make arrangements for the programs of the Chapter's meetings in accordance with the membership's interests and the aims of the Chapter as set forth in Article II.

Article VIII. - Temporary Committees

1. The following two (2) Temporary Committees shall be established:
1. A Nominating Committee shall be appointed by the Chapter's Chair at least two months prior to the General meeting. Duties and powers of the Nominating Committee shall be defined by the procedures set forth by a resolution of the Executive Council.
2. An Audit Committee shall be appointed by Chapter's Chair at the close of the fiscal year to assure the accuracy of the accounting of Chapter's funds for the year. This committee should also verify the accuracy of the Financial Report prepared by the Treasurer for submission to Internet Society.
2. With the advice of the Executive Council, the Chair may appoint any other temporary committees as appropriate.

Article IX. - General Meetings

1. The Annual General Meeting shall be held once a year. Additional general meetings may be held.

2. The Annual General Meeting shall be the last meeting of the fiscal year. At this meeting, the Secretary and the Treasurer each shall present a report. In addition, the election of officers shall be held. The Chapter shall hold meetings only in places that are open and accessible to all Chapter members.

3. Notices of the place and time of all meetings shall be distributed to all Chapter members at least one week prior to any meeting, by Internet mail or by oral, telegraphic, or other written notice, duly served on or mailed.

Article X. - Fiscal Year

1. The fiscal year of the Chapter shall end on December 31st of each year.

Article XI. - Disbursements and Dues

1. Disbursements from the Treasury for Chapter expenditures shall be made by the Treasurer with authorization of the Executive Council and shall be included in the minutes of its meetings.

2. Dues shall be fixed annually by the Executive Council.

Article XII. - Amendment and Voting Procedures in General Meetings

1. Voting rights are limited to members who live in Japan.

2. Amendments to the bylaws shall be authorized at a general meeting through voting.

3. All proposed changes to these Chapter bylaws shall be approved by the Internet Society before being presented to the Chapter membership for a vote.

4. No official business shall be conducted unless a quorum of the Chapter is present.

5. A quorum of Chapter's general meetings shall be defined as at least 10 members.

6. A simple majority of the members present and voting shall be required to carry a motion.

7. Officers will be elected by a plurality of votes cast.

8. Two scrutineers must be chosen from valid voters except officer candidates by the members presenting at a general meeting. The scrutineer is responsible for overseeing the actual vote-counting work and overseeing an announcement of the voting result.

9. Amendments to the bylaws or elections of officers may be taken by electronic vote in parallel with voting at a general meeting. A Vote Administrator ("VA") shall be chosen from uncontested officers by a resolution of the Executive Council. The VA is responsible for posting a call for a vote to the member email list, along with a time limit, not less than 7 days, during which electronic votes will be accepted. Any vote after the time limit has passed shall be treated as an invalid ballot. The VA is responsible for tracking the vote and creating a report of the electronic voting result after the time limit has passed. Any electronic vote that is deemed to pass by the VA has no binding force until it is confirmed by scrutineers with written signatures. Voting rights can be exercised either by an electronic vote or an on-site vote. Actual electronic voting procedure shall be determined by a resolution of the Executive Council.

Article XIII. - Dissolution of the Chapter

1. Dissolution of the Chapter by consent of the members shall consist of unanimous agreement of all its officers together with a majority vote at a meeting which has been publicized in advance to all members of the Chapter for the purpose of taking this vote.

2. Should the Chapter be dissolved, its assets shall be transferred to the Internet Society to be held in escrow and supervised by the Internet Society headquarters.