Chapter 1 - General Affairs

(Official Name of the Organization)

Article 1

TRAVEL MANAGEMENT CLUB or in short, TM Club

(Purpose of the Organization)

Article 2

Contribution to sound development of the tourism and tourism-related industries in Japan through collecting the valuable management information of tourism-related industries and distributing such data to the organization members stipulated in Article 3.

(Business operation of TM Club)

Article 3

The following activities are organized every month: Monthly meeting, Lectures, Seminars, Symposium, Educational Overseas, Domestic Trips, Dinner Party, etc.

Chapter 2 -Membership

(Members)

Article 4

1. Members choose to be in one of the four categories: Regular members, Family members, Senior members, and Honorary members.
2. Regular members are engaged with tourism or tourism-related industries and must be recommended by two regular members and approved by the board members to obtain its membership.
3. Family members are defined as more than one person for membership application from one organization or corporation. They must be recommended by two regular members and approved by the board to obtain membership.
4. Senior members must fulfill the following conditions and be approved by the board members.
   • More than 60 years old
   • They were the former regular members for more than 5 years. However, the former board member or the committee member will not be restricted his/her tenure
   • One regular member from the same organization or corporation shall be engaged.
5. Senior members’ tenure shall be 5(five) years maximum. However, if the member, who was a former board member or a former committee member, requests the extension of the tenure, he or she shall be approved another 3 years maximum.
6. Honorary members are the person or persons with significant contributions to tourism industries in Japan as well as to the TM Club itself, in which the person is the former chairman or board member for more than 10 years, recommended by regular members or secretariat, and approved by the board members. Its tenure will be for life, except in case the member himself or herself requests the termination

(Admission and Modification of the membership status)

Article 5

1. An application form must be submitted to the secretariat, followed by approval by the board members.
2. A person approved by the board members to be formally able to obtain membership upon payment of entry fees and annual membership fees.

(Withdrawal)

Article 6

1. Withdrawal request shall be submitted with 1(one) month in the advance notice in a written form to cease membership.
2. In case there are unsettled membership fees of 90(ninety) days or longer after the notification of the secretariat for the membership fee payment, and in case of such unsettlement of the fees after 30(thirty) days of such notice, the membership will be automatically canceled upon the resolution of the board members.
3. Unsettled membership fees must be paid even after the withdrawal from the membership.
4. The entry fees will not be returned to the member at the time of withdrawal.

(Expulsion)

Article 7

1. TM Club shall be able to expel its member by the resolution of plenary meeting in case its member or members defame the honor of the organization, infringe its statute or resolution of the plenary meetings of the organization.
2. Section 4 of Article 6 shall be applied to the member or members who have been stripped of membership.

(Entitlements of the member))

Article 8

Member of the organization is entitled to attend the plenary meeting, form its resolution, express his or her own opinions on the activities of the organization, and participate in the activities. However, honorary members, family members, and senior members are not participating in the formation of the resolutions.

(Duties of the member)

Article 9

All the members must adhere to the statute of the organization and bear its costs.

Chapter 3 - Board Members

(Numbers of the board members)

Article 10

1. Directors: More than 12(twelve) but less than 25(twenty-five)
2. Auditors: More than 1(one) but less than 2(two)
3. 1(one) Chairman and 2(two) Vice-chairmen will be appointed among the directors.

(Directors)

Article 11

Directors shall act following the Statute of the organization and form resolutions at board meetings.

(Chairman)

Article 12

The chairman shall represent the organization and conduct the prime works of the organization.

(Vice-Chairman)

Article 13

The vice-chairman shall assist the chairman and act as the chairman's proxy in case the chairman is unable to conduct his or her roles.

(Auditors)

Article 14

Auditors shall control the roles in the organization and audit the circumstance of its asset.

(Appointment of board members)

Article 15

1. Directors and auditors shall be appointed in the plenary meeting of the organization.
2. Chairman, Vice-chairman shall be appointed by directors' mutual selection.
3. Chairman, Vice chairmen are all honorary roles and shall not receive any remuneration.
4. More than 72(seventy-two) years old members in the term shall not be appointed to directors and auditors.

(Tenure of the board members)

Article 16

1. The tenure of the board members is 2(two) years. However, duplicate tenure shall be accepted.
2. Board members shall conduct their duties until the replacement has been appointed after the fulfillment of the tenure or resignation.

(Replenishment of Board members)

Article 17

1. In case there is a vacancy for the posts of director or auditor, replenishment may not be conducted before the next board meeting.
2. Tenure of the replenished directors shall be the remaining period of the current directors.

Chapter 4 - Plenary Meeting

(Meetings)

Article 18

There will be a plenary meeting and board meeting for the organization.

(Plenary Meetings)

Article 19

1. There will be an ordinary meeting and an extraordinary meeting.
2. An ordinary meeting will be held every year, within 3(three) months after the end of each operational year.
3. An extraordinary meeting will be held on the requests of the chairperson or the board, or in case the auditor or more than one-fifth of the voting members request such a meeting.

(Commencement of Plenary Meetings)

Article 20

1. Plenary meetings will be scheduled at the request of the chairman, who will also chair the meetings.
2. Advance notice shall be conducted in a written form at least one week before the plenary meeting, informing on its venue, date and time, and its purpose.

(Resolution of the Plenary Meetings)

Article 21

1. One vote can be cast by each regular member.
2. The majority of the members must attend the plenary meeting for resolution.
3. The resolution shall be reached on a simple majority basis. In case the pros and cons are the same numbers, the chairman will have the right to decide on the resolution.
4. Regular members shall be able to consign the voting rights to other members in a written form.

(Resolutions)

Article 22

The following resolutions are to be rendered by the plenary meetings:

• Amendment of the Statute
• Appointment of directors and auditors
• Approval of operational plan and financial report
• Approval of operational report, list of assessment and balance sheet
• Amount of entry and yearly membership fees and due date of the said fees
• Any other items stipulated in the Statute

(Resolution of the Board Meetings)

Article 23

The following resolutions are to be rendered by the board meetings:

• The items stated in Article 22.
• Important business items for the conduct of the organization.
• The location of the secretariat office and the establishment of its commission.
• Any other items stipulated in the Statute and /or the items the chairman considers necessary.

(Summons of the Board Meetings and Resolution)

Article 24

1. Board meetings will be summoned with the consent of the chairman, who will also chair the meetings.
2. Board meetings must be attended by the majority of the board members, and its resolution shall be reached on a simple majority basis. In case the pros and cons are the same numbers, the chairman will have the right to decide on the resolution.

(Meeting Minutes of the Plenary Meetings))

Article 25

A meeting minute will be made, which should state the summary of the meeting and outcome, which must be approved by the chairman and more than 2(two) of the attendees of the meeting.

Chapter 5 - Asset and Financial Report

(Fiscal Year)

Article 26

1. The fiscal year of the TM Club shall be from 01 April through 31 March the following year.

(Asset)

Article 27

1. The assets of the organization comprise entry fees, yearly membership fees, donations, and others.
2. Entry and annual membership fees shall be subject to the approval of the plenary meetings.

(Extra Budget)

Article 28

The extra budget shall be rendered subject to the approval of the plenary meetings.

(Business and Financial Report)

Article 29

Chairman must submit the business and financial report, list of assets, and balance sheet expeditiously at the end of each fiscal year, to the plenary meeting after the auditor's approval.

(Surplus)

Article 30

In case the surplus is registered, it will be carried over to the following business year.

Chapter 6 - Secretariat

(Secretariat Staff and Office Location)

Article 31

1. A secretariat shall be established to promote the affairs of the association, and a secretary general may be appointed, as well as secretariat staff as necessary.
2. The Secretariat shall be located at a location approved by the Board.
3. The secretariat is run by the secretary general.

Chapter 7 - Amendment of Statute and Dissolution of the Organization

(Amendment of Statute)

Article 32

A two-thirds majority is required for approval for the amendment of the Statute.

(Dissolution of the Organization)

Article 33

This organization will be dissolved by a two-thirds majority of the plenary meeting.

(Remaining Surplus)

Article 34

The remaining surplus shall be resolved by the plenary meetings.

Revision: June 2023