ART. 1 CONSTITUTION AND NAME
A non-profit cultural organization of social utility called “Fukai Nihon” is established on the initiative of Mauro Piacentini. This may use, in its name and in any distinctive sign or communication addressed to the public, the phrase “The Order” or simply its name.
ART. 2 HEADQUARTERS AND DURATION
The order carries out its activities within the Italian territory and through its branches around the world. It is non-profit and any profits must be used to achieve the institutional purposes. The order has its registered office in Genoa. Its duration is unlimited.
ART. 3 PURPOSE AND ACTIVITIES OF THE FOUNDATION
The Order brings together all enthusiasts of Japan, in all its forms, nuances and realities. We are apolitical, we do not tolerate discrimination based on race, sex or religion in our ranks, because everyone in their uniqueness can teach someone else.
In order to pursue its goals, the order may activate all the activities it deems appropriate for the realization of projects and actions that follow its purpose.
The order intends to pursue exclusively cultural purposes in the ways and times that the internal bodies will decide, opening up to the people, to those who know specific sectors of Japanese culture, both for fundraising and/or particular initiatives.
The order aims to bring people closer to this incredible culture. A nation rich in diversity, loved for what it represents and carries forward. Our fields of action will be:
Culture;
Entertainment and Collecting;
Travel;
To go into the specifics of the points above, refer to the table of the Guidelines. Any connection with commercial activities, public or private, is aimed only at one's own sustenance and/or the funding of specific projects.
ART. 4 ASSISTANCE AND FINANCIAL MEANS
The Order's assets are made up of common goods. This patrimony may be increased by acquisitions, inheritances, bequests and donations, in accordance with the current regulatory provisions.
Other income is made up of the "membership" fees of the members who are part of it, established by the Council, which will also regulate their subsequent increase and/or decrease. Each member is required to pay the membership fee on the dates and times established by the Council and communicated before the expiry or renewal.
The order may receive contributions from all those who share its purposes (members or not), always remaining autonomous in any manifestation of its activity. The proceeds of the activities carried out will go to finance the projects decided by the Council and the President.
The income of the patrimony and all income, including contributions (public and/or private) and proceeds from any commercial and non-commercial initiatives promoted by the order (direct and/or indirect), constitute the means for carrying out ordinary and/or extraordinary activities.
The Order is prohibited from distributing, even indirectly, profits or surpluses, as well as funds, reserves or capital during its life, unless the destination or distribution is imposed by law or is made in favor of other non-profit organizations that by law, statute or regulation are part of the same and unitary structure.
The order must use any profits or operating surpluses to carry out its institutional activities and those directly connected to them. Any charitable donations are excluded.
ART. 5 BODIES OF THE ORDER
The Council;
President;
Vice-president;
Domus;
Consilium;
Council of Praetors;
General Secretary;
Auditors;
All positions are elective and last 3 years (except for the president) and may be free or receive compensation if decided by the Council. Reimbursement of expenses actually incurred for reasons of office is provided for (provided they are duly documented).
Some bodies may be created temporarily by the President and/or the Board to carry out specific tasks or projects. In the event that these are extended or become necessary on a permanent basis, they will be implemented in the official staff, with the approval of the Board, without having to change this Statute. The “provisional” nature will be given by the composition and duration that will be decided on the basis of the discipline under consideration and/or the project.
It is forbidden to pay to the members of the administrative and control bodies individual annual emoluments exceeding the maximum compensation provided for by Presidential Decree no. 645/1994 and by Legislative Decree no. 239/1995, converted into Law no. 336/1995, and subsequent amendments and additions, for the President of the Board of Auditors of S.p.a.
ART. 6 THE COUNCIL
The Order is governed by the President and the Council. This is composed of 3 members, one appointed by the President and the other two decided by the members of the order. The members of the council must have the same vision and passion for the principles of this order. As the order grows, the members of the council can increase from 3 to 5/7 to better manage the Order itself.
Whenever a member is no longer present (due to abandonment, expulsion or death), a replacement is made, calling new elections and placing interim members chosen by the President and the other members of the council. The new members will lose their position together with the others at the end of the three-year period.
The Council has all the powers necessary for ordinary and extraordinary administration:
- plans the social activity year by year in coordination with the President;
- approves both the final budget and the budget for the following year by November;
- decides on the acceptance of contributions, donations and bequests, as well as the purchases and disposals of movable and immovable assets in collaboration with the President;
- decides on increases in assets;
- provides for the hiring and/or firing of personnel and determines their legal and economic treatment, except for positions appointed by the President;
- provides for the establishment and organization of the offices of the order;
- approves any internal regulations;
- decides, with the presence of all its members and with the favorable vote of at least two thirds of its
members, on amendments to the Statute, the vote of the President being an additional vote;
- decides on the dissolution of the Order, in accordance with the provisions of the following art. 14, having heard the binding opinion of the President
- exercises all powers and takes all decisions that are not expressly delegated to other bodies provided for in this Statute, without ever infringing the powers and prerogatives of the President, whether explicitly or not.
- can issue special and particular delegations to the President to allow for a faster and smoother functioning of the Foundation.
The members of the Board are responsible for their actions before the President and the Law. The administrator(s) who has or have acted in bad faith or fraudulently may or may be called upon personally to compensate for damages caused to third parties, to the order and to those who have relied without fault on the regularity of the acts performed by the administrator.
They can use personnel and other bodies created ad hoc to carry out their functions.
ART. 7 COUNCIL MEETINGS
The Council meets ordinarily twice a year and in extraordinary session whenever the President deems it necessary or a request is made by at least 2/3 of its members, except for events that require immediate convocation.
The Council is validly constituted with the presence of at least 2/3 members (including the President) and resolutions are adopted by the majority of those present. In the event of a tie, the President's vote prevails. Voting cannot be given by representation.
The notice of the Council meeting with the relative agenda must be sent by letter or by any present or future means (email, sms, chat messager, etc.) at least 30 days before the set date; in cases of urgency, the Council may be convened by telegram or other rapid means (sms, email, chat, message, etc.) to be sent at least 24/48 hours before the scheduled meeting.
The minutes of the Council's deliberations must be transcribed in chronological order in a special "minute book" and signed by the President and the General Secretary and archived in paper format and/or digital support, present and future. The General Secretary participates in the Council meetings without the right to vote, and performs the functions of secretary of the Council itself.
ART. 8 PRESIDENT
The office of President belongs by right, for the duration of his life, to the founder Mauro Piacentini who may renounce it at any time.
In the event of voluntary resignation, it is up to the President alone to call a meeting of the members of the order and to do so choose with a complete vote from a group of candidates.
In the event of death or incapacity, the new President is appointed by an absolute majority of the members of the Council on a provisional basis (waiting for the outcome of the vote) and the new president pro tempore must have full and absolute agreement with the philosophy of the Order.
The New President will not have a lifelong office, but will last 5 years, with the possibility of a single renewal, and so on for the following years.
Given the important task of this figure, a transitory figure can be envisaged until the Council has found the right person, the transitory nature, therefore the short period, is emphasized.
The President represents the Order morally, culturally and philosophically, is its point of reference and is an active part in all its functions, projects or acts.
The President is also President of the Council in which he carries out an active and not only representative role:
- convenes and chairs the Council, can propose the matters, projects and activities to be discussed in the respective meetings;
- supervises the good administrative performance of the order and prepares the budget plan in collaboration with the Auditors;
- ensures the implementation of the Council's resolutions, also with the assistance of the Secretary General;
- maintains operational contacts with the Domus and chairs the Consilium;
- signs the acts of the Order;
- adopts any measure that he deems appropriate in the interest of the Order, then submitting it to the Council for approval (if specific delegations have not already been approved) in its first subsequent meeting.
He may delegate his duties in part to the Secretary General or to one or more members of the Council, or to qualified and/or trustworthy persons within or outside the order. The President is responsible for his actions before the Law.
ART. 9 VICE PRESIDENT
The Vice President is appointed by the Council and the President by presenting persons (among its members) who are considered most suitable for the position, who fully follow the dictates and philosophy of the order. The President reserves the right to veto in the event that the above guidelines are not fully respected.
In the event of absence or temporary impediment of the President, he exercises his powers except for the cases mentioned above relating to death, serious disability or abandonment. He may hold the office of interim President until the appointment of the new one if the Council so decides. The Vice President, if he has the necessary skills, characteristics and attributes, may be considered a possible successor in his own right.
ART. 10 DOMUS
The Domus are the delegations of the Order in other states and/or regions. They answer directly to the central headquarters, and are in direct contact for administrative tasks and the implementation of their projects. They must have the same bodies described in the statute, except for the President.
They are directed by a Consul who manages and administers the Domus, organizing it in the most efficient and effective way to achieve the objectives in compliance with the basic directives of the central headquarters.
The Consul is neither by appointment nor by office superior to the President of the Order, but a sort of regional delegate.
The Consul remains in office for 3 years and is elected among the members of the order belonging to the local Domus. The Consul can also be chosen by the central headquarters among the local candidates competing for the position or the one deemed most suitable for the role to be performed. The Consul can be re-elected only 1 time. The choice of the new Consul is ratified by the President.
The Domus have their own Council for the management of the headquarters and projects, but this does not override the central one which remains the administrative and functional example that each Domus must follow.
The Consul and the Domus answer only to the central headquarters in the person of the President first and foremost and the Council.
Acts of administrative and management relevance (affiliations, brotherhoods, particular contracts, etc.) will be examined by the central headquarters which will follow the indications of the Domus for ratification as quickly as possible.
Given the particularity of each territory, the Domus are organized in the most appropriate way for the state or region to which they belong; following their organizational autonomy, they will issue their own regulations for operations and internal discipline (a task that falls to the local council), without prejudice to the application of guidelines common to all.
They can follow their own projects and initiatives in line with the philosophy and principles of the order, be custodians of their own works but must share data and backups with the central headquarters.
In the event of non-compliance by the Consuls or the Domus, disciplinary measures are envisaged by the President and the Council, providing for a commissioner in the event of serious situations that serve to preserve the operation and honor of the order. This commissioner may either be chosen from among the representatives of the local council or one indicated directly by the President and the Central Council
ART. 11 CONSILIUM
The “Consilium” is the assembly of the Consuls, it will be held in rotation in the Domus belonging to the Order, in Italy or abroad, and is chaired by the President or the Vice President received the delegation.
It meets in ordinary assembly at least once a year, and in extraordinary session whenever it is deemed necessary.
Communications for attending ordinary and/or extraordinary assemblies will follow the same logic that applies to the convocations of the Board of Directors.
Its task is to keep all the Domus united and in contact, but also to resolve issues and conflicts between them or with the central headquarters, and everything that concerns collaboration between houses.
In the case of large projects that imply international or interregional efforts, the Consilium acts as an operational control body to manage and harmonize the activities. In this case, the meetings will be decided on the basis of the project planning and ad hoc figures or sub-organs will be established.
Even in these inter domus meetings to carry out more complex and articulated projects between several nations, the President will follow and guide them, or the Vice President or another member of the Foundation who has obtained the delegation.
ART.12 COUNCIL OF PRAETORS
Made up of 3 members in office for 4 years and without the possibility of re-election, it deals with the implementation of the Code of Conduct and Ethics, therefore it is the body that is designated to determine if and what fraud and/or problems a member of the Order has created.
One is chosen by the President, one by the Council and one by vote of the members of the Order. The Pretori must have a propensity (preferably professional) for investigation and inquiries. They meet when one or more cases arise that are worthy of note or that require their judgment.
The Pretori can be helped by internal members or external people to carry out their management and investigation work.
Respect for people and privacy must be one of the principles that will guide their work, including the objective objectivity of the cases, and they must work to ensure that this is respected.
The Magistrates will have to investigate the incident, listen to the interested parties involved and the guilty parties, draw up a complete report indicating the applicable sentence and its reasons.
The sentence will be passed to the President who will stamp it to implement it but can also decide to broaden the investigations or not to proceed, if an unbalanced sentence is noted, sending the file back to the magistrate with the relevant notes, who will broaden the investigations and/or close the case if they deem it appropriate.
The person subjected to "judgment" is summoned and the sentence and the reasons are read to him.
Once the sentence has been given, the "subject" who is the recipient of it can request a re-examination, presenting his evidence and his reasons, or accept the sentence in its entirety.
If criminal offenses are identified connected to the codes of each nation involved, the Council of Magistrates will pass all the information and data of the investigations to the competent authorities.
In the event that the member is found innocent, he or she may request reinstatement to his or her original position if he or she so requests.
The files of investigations, sentences, and any evidence will be under the responsibility of the Magistrates who must take care of them and keep them in places where they cannot be consulted by anyone other than them, the President and the members of the Council (the latter only in case of real necessity).
ART. 13 GENERAL SECRETARY
The General Secretary is appointed by the President and the members of the Council, choosing him or her from among the members of the Order or externally. His or her duties and the duration of these will be decided by the body to which he or she will report for his or her activities.
If necessary, more than one Secretary may be appointed. In this case, the most senior and/or most capable secretary will be the one with the greatest authority among those existing.
In general, he/she collaborates with the President in his/her duties, in the implementation of the resolutions of the Council and takes care of the correspondence, the drafting of the minutes of the Council (for which he/she is responsible) and is part of the conservation of the archive of the Order.
ART. 14 THE AUDITORS
The Board of Auditors is composed of three effective members and two additional members, appointed by the Council and the President, they remain in office for three years and can be re-elected only once. The effective members elect the President of the Board from among themselves.
The Board exercises supervision over the accounting and financial regularity of the management of the Order, as well as the control of the expenses incurred and their validity and truthfulness.
In collaboration with the President, he/she takes part in the preparation of the budget plan.
Works in collaboration with the Magistrates in cases where their “jurisdictions” meet or when both need to consult on specific needs. They can be involved for opinions and/or sustainability regarding the carrying out of projects or commercial activities.
ART. 15 SOCIAL BOOKS AND ACCOUNTING REGISTERS
The essential social books and accounting registers that the Order must keep are:
The books and/or other supports of the minutes of the Council;
The books and/or other supports of the social accounting journal;
The books and/or other supports of the inventory of the Order's material;
The paper and/or digital registers of the works in custody;
The Domus are also required to have their own "books" mentioned above and must always be available for consultation by the central office.
These books, before being put into effect, must be numbered and stamped by the secretary (or whoever covers the task) and signed by the President (or whoever has been delegated for him), on each page. In the case of the Domus, the Consul will take care of this.
The President reserves the right to check the proper functioning and regularity of the books and supports of points 3 and 4 above. For the Domus, the Consul will take care of this.
While the control of the regularity for the books in point 1 is left to the Council and those in point 2 to the Auditors (ditto for the Domus) who assume responsibility for their regularity.
All the books mentioned above are available at any time to the President and the Council for checks.
Other particular books or registers may be created, stored and drawn up based on the decision of the President and/or the Council if there is a need for ad hoc books, assigning them a person in charge.
ART. 16 FINANCIAL YEAR AND BALANCE SHEET
The financial year of the Foundation runs from January 1st to December 31st of each year.
At the end of each year, the Council approves the final budget and the budget for the following year.
ART. 17 EXTINCTION OF THE ORDER
The Council, with a two-thirds majority, and with the binding opinion of the President, decides to dissolve the Order, if it deems the statutory purposes to be exhausted or unattainable.
In the event of dissolution, the Council will appoint one or more liquidators with the necessary powers.
Upon dissolution, the Order is required to transfer the residual assets to other non-profit organizations of social utility or for public utility purposes, after consulting the supervisory body referred to in
art. 3, paragraph 190, of Law 23 December 1996 n. 662, established and regulated by Prime Ministerial Decree 21/03/2001 n. 329, unless otherwise required by law.
ART. 18 REFERENCE RULE
For anything not expressly provided for in the articles of association and in this statute, in addition to referring to the provisions contained in the Civil Code and the provisions of law on the matter, the resolutions of the Council and the President will be taken into account.
The establishment of provisional bodies, internal regulations and other will be accepted as if they were in the statute. If these rules and actions become customary, the status will be modified according to the regulations in force or simply by a tacit agreement between the Council and the President, making the members of the Foundations aware of the changes made.
ART. 19 TRANSITIONAL RULE
Before the constitutional bodies of the Foundation come into force, a transitional period may be provided in which one or more bodies (including the President) can make up for the lack of the predestined order.
The duration of the transitory nature of this Interim function will depend on when the bodies under delegation will be fully operational. During this period, the order is fully legitimized and functional and can act to carry out its activities because the President will take on the duties and responsibilities of the bodies not yet established or not at full capacity.
DATE THE PRESIDENT