Kamakura Ethical Lab Constitution

Article 1 (Name)
The Association shall be named Kamakura Ethical Lab.

Article 2 (Office)
The Association shall maintain its principal office in Kamakura City, Kanagawa Prefecture. Branches or other offices may be established in necessary locations with the approval of the Board of Directors.

Article 3 (Purpose)
The Association is established on May 13, 2023, with the purpose of aiming for the designation and continuation of Kamakura City as a Fair Trade Town. Gathering with diverse people associated with Kamakura, the Association shall utilize Kamakura—a city blessed with natural environments such as the sea, mountains, and rivers, boasting a rich history and culture, and where life that values human connections thrives—as a single research field (a "lab"). The Association seeks to explore a transition from the conventional socio-economic model based on mass production, mass consumption, and mass disposal, to investigate an empathetic and symbiotic society that overcomes the challenges of the Anthropocene, and to articulate a vision for the future rooted in Kamakura's past and present, thereby aiming to create a Kamakura where both the current and future generations can live ethically with hope.

Article 4 (Operations / Business)
To achieve the purposes set forth in the preceding Article, the Association shall conduct the following activities:

Activities concerning the promotion and awareness-raising of Fair Trade and ethical consumption;
Activities concerning the advancement of Fair Trade Towns and various initiatives conducted with the philosophies of Fair Trade and ethics;
Activities aiming to enhance civil society capacity and revitalize the local community through collaboration with civic activities within Kamakura City and other regions;
Other activities necessary to achieve the purposes of the Association.

Article 5 (Membership)
The Association shall have the following three classes of members:

Individual Members: Individuals who support the purpose of the Association and whose admission is approved by the Officers of the Association.
Corporate Members: Corporations, organizations, etc., that support the purpose of the Association and whose admission is approved by the Officers of the Association.
Supporting Members: Corporations, organizations, or individuals who support the purpose of the Association and provide financial support for its operations.

Article 6 (Membership Fees)
The amount of membership fees and the method of payment shall be determined through a resolution of the General Meeting.

Article 7 (Matters Concerning Members)
Specific matters concerning member admission, withdrawal, membership fees, and other membership-related details shall be governed by the Membership Regulations separately established through a resolution of the General Meeting.

Article 8 (Officers)

The Association shall have the following Officers:
(1) Representative Director: 1 person
(2) Directors: 3 to 5 persons
(3) Treasurers: 2 persons
(4) Auditor: 1 person
The Officers specified in the preceding paragraph shall be elected from among the members by mutual vote at the General Meeting. However, the Auditor may be elected from among non-members at the General Meeting.
The Auditor may not concurrently serve as the Representative Director, a Director, or a Treasurer.
The term of office for Officers shall be two (2) years. However, reappointment shall not be barred.
When an Officer resigns during their term, the term of office for the successor Officer shall be the remaining period of the predecessor's term.

Article 9 (Duties of Officers)

The Representative Director shall represent the Association and supervise its business operations.
The Directors shall assist the Representative Director, and when the Representative Director is unable to perform their duties, a Director shall act on their behalf in accordance with the order of precedence previously designated by the Representative Director.
The Treasurers shall supervise the accounting and financial operations of the Association.
The Auditor shall audit the business execution and financial status of the Association.

Article 10 (Remuneration of Officers)
Officers shall serve without remuneration.

Article 11 (Dismissal of Officers)

An Officer may be dismissed by a resolution of the General Meeting if they fall under any of the following items:
When it is deemed that the Officer is unable to execute their duties due to a mental or physical disorder.
When there is a breach of official duties or any other conduct unbecoming of an Officer.

Article 12 (Types of General Meetings)

The General Meetings of the Association shall consist of Ordinary General Meetings and Extraordinary General Meetings.
The General Meeting shall be composed of Individual Members and Corporate Members (hereinafter referred to as "Full Members") and shall be held in person or via an online video conferencing system.
The Ordinary General Meeting shall be held once a year within two months after the end of each fiscal year.
An Extraordinary General Meeting may be convened whenever the Representative Director deems it necessary, or upon request by one-fifth (1/5) or more of the Full Members.
The General Meeting shall be the highest decision-making body of the Association and shall deliberate and resolve on the following matters:

(1) Matters concerning the enactment, amendment, and abolition of the Constitution;
(2) Matters concerning the enactment, amendment, and abolition of the Membership Regulations;
(3) Matters concerning the appointment and dismissal of Officers;
(4) Matters concerning the business plans, budgets, business reports, and financial statements;
(5) Matters concerning membership fees;
(6) Matters concerning dissolution;
(7) Other important matters concerning the operation of the Association.

Article 13 (Convocation of General Meetings)
The General Meeting shall be convened by the Representative Director.
2. When convening a General Meeting, notice must be sent to the Full Members at least fifteen (15) days prior to the date of the meeting, specifying the purpose, agenda, date, time, and location of the meeting.

Article 14 (Chairperson of the General Meeting)
The Representative Director shall serve as the chairperson of the General Meeting.

Article 15 (Quorum of the General Meeting)
The General Meeting may not open unless a majority of the Full Members are present. In this case, Full Members who have submitted a proxy form shall be deemed present.

Article 16 (Resolutions of the General Meeting)
Resolutions of the General Meeting shall be passed by a two-thirds (2/3) or greater majority of the Full Members present. However, in the event of a tie, the chairperson shall cast the deciding vote. If the tie remains unresolved even after the chairperson exercises their voting right, the proposal shall be rejected.

Article 17 (Minutes)

Minutes must be prepared for the proceedings of the General Meeting, containing the following matters:
(1) Date, time, and location;
(2) Current total number of Full Members and the number of attendees (including members who submitted proxies);
(3) Purpose of the meeting, matters deliberated, and matters resolved;
(4) Summary of the course of proceedings and the results thereof;
(5) Matters concerning the appointment of signers of the minutes.
The chairperson and two (2) or more signers of the minutes elected at the meeting must sign and affix their seals to the minutes.

Article 18 (Board of Directors)

The Board of Directors shall be composed of Officers, excluding the Auditor.
The Board of Directors may, as necessary, allow Full Members other than Officers to attend and request their opinions.
Attendees mentioned in the preceding paragraph shall not hold voting rights.
The Board of Directors shall deliberate and resolve on the following matters:
(1) Matters to be submitted to the General Meeting;
(2) Matters concerning the execution of resolutions passed at the General Meeting;
(3) Matters concerning the qualification and treatment of members;
(4) Important matters concerning members;
(5) Other matters concerning the execution of Association affairs that do not require a resolution of the General Meeting.

Article 19 (Convocation of the Board of Directors)
The Board of Directors shall, in principle, be held regularly, and shall also be convened whenever the Representative Director deems it necessary.

Article 20 (Chairperson of the Board of Directors)
The Representative Director shall serve as the chairperson of the Board of Directors.

Article 21 (Operation of the Board of Directors)
The provisions of Articles 15 and 16 shall apply mutatis mutandis to the Board of Directors. In this case, the term "General Meeting" in these provisions shall be read as "Board of Directors," and "Full Members" shall be read as "Officers."

Article 22 (Minutes of the Board of Directors)
Minutes shall be prepared for the proceedings of the Board of Directors and shall be preserved.

Article 23 (Monthly Networking Meetings)
In order to facilitate the smooth operation of the Association, monthly networking meetings may be held for the purpose of information sharing and interaction among members.

Article 24 (Expenses)
The expenses required for the operation of the Association shall be defrayed from membership fees, donations, subsidies, grants, and other revenues.

Article 25 (Budget Amendments)

If expenditures exceeding the scope of the initial business plan or budget are required, the Board of Directors may resolve on an amended budget.
Budgets amended by the Board of Directors shall be reported to the next General Meeting.

Article 26 (Assets)
The assets of the Association shall consist of the following items:

Property listed in the inventory of property;
Membership fees;
Donations and contributed goods;
Income generated from assets;
Revenues associated with business operations;
Other revenues.

Article 27 (Business Plan and Budget)
The Representative Director must prepare the business plan and the accompanying activity budget of the Association, which must be approved through a resolution of the General Meeting.

Article 28 (Business Report and Financial Statements)
The Representative Director must prepare a business report and a statement of income and expenditure within two months after the end of each fiscal year, and must obtain the approval of the General Meeting after an audit.

Article 29 (Fiscal Year)
The fiscal year of the Association shall commence on May 1 of each year and end on April 30 of the following year.

Article 30 (Secretariat)
A Secretariat shall be established to handle the administrative affairs of the Association.

Article 31 (Dissolution)

The Association shall be dissolved for any of the following reasons:
(1) Resolution of the General Meeting;
(2) Impossibility of success of the business activities relating to the targeted designation and continuation of Kamakura City as a Fair Trade Town;
(3) Total loss of members;
(4) Merger.
In the case of item (1) of the preceding paragraph, consent must be obtained from three-quarters (3/4) or more of the total number of members.

Article 32 (Delegation)
Matters not provided for in this Constitution shall be separately determined by the Representative Director following a resolution of the General Meeting.

Article 33 (Amendments)
This Constitution may not be amended unless approved by a two-thirds (2/3) or greater majority vote of the attendees (including those who submitted proxies) at a General Meeting.

Supplementary Provisions

This Constitution shall come into effect on May 13, 2023 (the date of establishment).
This amended Constitution shall come into effect on May 1, 2026.
However, the election of Officers based on this amendment may be conducted prior to the effective date, and their duties shall become effective from the effective date.