STATUTE OF FUKAI NIHON
ART. 1 CONSTITUTION AND NAME
A non-profit cultural organization of social utility called "Fukai Nihon 深い日本" was established on the initiative of Mauro Piacentini. This can assume, in its name and in any distinctive sign or communication addressed to the public, the locution "The Order" or simply its name.
ART. 2 LOCATION AND DURATION
The order carries out its activity in the Italian territory and through its branch offices in the world. It is not for profit and any profits must be used to achieve institutional purposes. The order has its registered office in Genoa. Its duration is unlimited.
ART. 3 PURPOSE AND ACTIVITY OF THE ORDER
The Order brings together all the fans of Japan, in all its forms, nuances and realities. We are apolitical, we do not tolerate discrimination of race, sex or religion in our ranks, because everyone in their uniqueness can teach someone else.
In order to pursue its goals, the order will be able to activate all the activities it deems appropriate for the realization of the projects and actions that follow its purpose.
The order intends to exclusively pursue 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 is meant to bring people closer to this incredible culture. A nation rich in diversity, loved for what it stands for and carries forward. Our fields of action will be:
Entertainment and Collectibles;
Do you travel;
To enter into the specifics of the above points, refer to the prospectus of the Guidelines. Any connection with commercial activities, public or private, is intended only for one's own livelihood and/or for the subsidy of specific projects.
ART. 4 ASSETS AND FINANCIAL MEANS
The patrimonial endowment of the Order consists of common goods. This patrimony may be increased as a result of acquisitions, inheritances, bequests and donations, in accordance with current regulatory provisions.
Other revenues are 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 board and communicated before expiration or renewal.
The order will be able to receive contributions from all those who share its aims (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 from the assets and any income, including contributions (public and/or private) and proceeds from any commercial initiatives not promoted by the order (direct and/or indirect), constitute the means for carrying out ordinary activities and/ or extraordinary.
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 not made in favor of other non-profit organizations that by law, statute or regulation they are part of the same unitary structure.
The order must use any profits or management surpluses for the realization of its own institutional activities and those directly connected to them. Any charitable donations are excluded.
ART. 5 BODIES OF THE ORDER
Council of Praetors;
All positions are elective and have a duration of 3 years (except for the president) they can be free or receive compensation if decided by the Council. Reimbursement of expenses actually incurred for official reasons (provided they are duly documented) is envisaged.
Some bodies may be created temporarily by the President and/or the Council to carry out specific tasks or projects. In the event that these should be extended or made necessary on a permanent basis, they will be implemented, through the approval of the Council, in the official staff without having to change this Statute. The "provisional" nature will be given by the composition and duration which will be decided on the basis of the discipline examined and/or the project.
It is forbidden to pay the members of the administrative and control bodies individual annual emoluments higher than the maximum remuneration established by the Presidential Decree no. 645/1994 and by the decree law n. 239/1995, converted into law no. 336/1995, and subsequent amendments and additions, for the Chairman of the Board of Statutory Auditors of the S.p.a.
Even if all the above bodies have not yet been established (some will come over time, such as the domus or the Consilium) until the order becomes fully operational, the order can still be considered operational and legitimated to operate.
ART. 6 THE COUNCIL
The Order is governed by the President and the Council. This is made up of 3 members, one appointed by the President and the other two decided by members of the order. Council members must have the same vision and passion for the principles of this order. As the order grows, the council members can go from 3 to 5/7 to better manage the Order itself.
Whenever a member is missing (due to abandonment, expulsion or death), a replacement takes place, calling new elections and placing ad interim members chosen by the President and the other members of the council. The new members will fall from office together with the others at the end of the three-year period.
The Council has all the powers necessary for the ordinary and extraordinary administration:
- plans social activities year by year in coordination with the President;
- approves both the final balance sheet and the one within the month of November
estimate for the following year;
- approves the acceptance of contributions, donations and bequests, as well as purchases and
alienations of movable and immovable property in collaboration with the President;
- decides on increases in assets;
- provides for the hiring and/or dismissal of personnel and determines their
legal and economic treatment, except for offices appointed by the President;
- provides for the establishment and organization of law enforcement offices;
- approves any internal regulations;
- resolves, with the presence of all its members and with the favorable vote of
at least two thirds of its members, amendments to the Statute, the vote of
President is extra vote;
- approves 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 assumes all decisions which are not expressly made
delegated to other bodies provided for by this Statute, without ever prevaricating i
powers and the prerogatives of the President whether explicit or not.
- may issue special and particular proxies to the President to allow for more
rapid and fluid functioning of the Order.
The members of the Council answer for their work before the President and the Law. The administrator(s) who has or have acted in bad faith or fraudulently may or may be called personally to compensate the damages caused to third parties, to the order and to those who have trusted without fault in the regularity of the acts performed by the administrator. They can use personnel and other ad hoc bodies to carry out their functions.
ART. 7 BOARD MEETINGS
The Board meets ordinarily twice a year and in an 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 with the majority of those present. In the event of a tie, the President's vote prevails. The vote cannot be given by representation.
The notice convening the Board 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 fixed date; in cases of urgency, the Council can 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 Board's resolutions must be transcribed in chronological order in a special "minute book" and signed by the President and the Secretary General and archived in paper format and/or present and future digital support. The Secretary General participates in the meetings of the Council 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, during his lifetime, to the founder Mauro Piacentini who may resign at any time.
In the event of voluntary resignation, it is only up to the President to convene a meeting of members of the order and to do so, he chooses 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 pro tempore president must have full and absolute sharing of the philosophy of the Order.
The New President will not hold office for life, but will last 5 years, with the possibility of a single renewal, and so on for the following ones.
Given the important task of this figure, a transitory figure can be envisaged until the Council has found the right person, underlining the transitory nature, therefore the short term.
The President has the moral, cultural and philosophical representation of the Order, is its point of reference and is an active part in all its functions, projects or acts.
The President is also the President of the Council in which he performs an active and not only representative role:
- convenes and presides over the Council, can propose subjects, projects and activities from
discuss in the respective meetings;
- supervises the good administrative performance of the order and prepares the scheme
budget in collaboration with the Auditors;
- sees to the execution of the resolutions of the Board, also availing itself of it
the help of the Secretary General;
- maintains operational contacts with the Domus and presides over the Consilium;
- signs the documents of the Order;
- adopts any measure it deems appropriate in the interest of the Order,
then submitting it to the approval of the Council, (if they had not already been
deliberate specific proxies) 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 inside or outside the order. The President answers for his actions before the Law.
ART. 9 VICE PRESIDENT
The Vice President is appointed by the Council and the President by presenting people (among its members) who are deemed most suitable for the office, who fully follow the dictates and philosophy of the order. The President reserves the veto in case the above lines are not fully respected.
In the event of the President's absence or temporary impediment, he exercises his powers except for the cases referred to above relating to death, serious disability or abandonment. He can hold the position 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, can be fully considered a possible successor.
ART. 10 DOMUS
The Domus are the Order's delegations in other states and/or regions. These report directly to the 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 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 from among the members of the order who are part of the local Domus. The Consul can also be chosen by the headquarters among the local candidates competing for the position or the one deemed most appropriate for the role to be performed. The Consul can only be re-elected once. The choice of the new Consul is ratified by the President.
The Domus have their own Council for the management of the headquarters and the projects, but this does not override the central one which remains the administrative and functional example that each Domus will have to follow.
The Consul and the Domus answer only to the central office in the figure of the President in primis and of the Council.
Deeds of administrative and managerial relevance (affiliations, fraternities, particular contracts, etc.) will be examined by the central office 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; as a result of their organizational autonomy, they will issue their own regulations for operations and internal discipline (a task that falls to the local council), subject 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 will have to share data and backups with the headquarters.
In the event of non-compliance by the Consuls or Domus, disciplinary measures taken by the President and the Council are envisaged, providing for a commissioner in the event of serious situations that serve to preserve the functioning 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 Consuls, it will be held on a rotational basis in the Domus belonging to the Order, in Italy or abroad, and is chaired by the President or by the Vice President having received the delegation.
It meets in ordinary assembly at least once a year, and in an extraordinary session as often as deemed necessary.
Communications for attending ordinary and/or extraordinary shareholders' meetings will follow the same logic that applies to convocations of the Board of Directors.
It has the task of keeping all the Domus united and in contact, but also of resolving issues and conflicts between them or with the headquarters, and everything concerning collaboration between houses.
In the case of major projects involving international or interregional efforts, the Consilium functions as an operational oversight body to manage and harmonize activities. In this case the meetings will be decided on the basis of the project planning and set up ad hoc figures or sub-organs.
Also at these inter domus meetings, to bring about more complex and articulated projects between several nations, it will be the President who will follow and guide them, or the Vice President or another member of the Foundation once he has obtained the delegation.
ART.12 COUNCIL OF PRAILORS
Made up of 3 members in office for 4 years and with no 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 offenses and/or problems a member of the 'Order has created.
One is chosen by the President, one by the Council and one with a vote by the members of the Order. Magistrates must have a propensity (preferably professional) for investigations and inquiries. They meet when one or more cases worthy of note or which require their judgment arise.
Praetors can be assisted by internal members or external people to carry out their work of management and investigation.
Respect for people and privacy must be one of the principles that will guide their work, including the objective objectivity of cases, and they will have to work to ensure that this is respected.
The magistrates will have to investigate the incident, listen to the interested parties involved and the culprits, draw up a complete report with an indication of the applicable sentence and its reasons.
The sentence will pass to the President who will endorse it to implement it but can also decide to expand the investigation or not to proceed, if an unbalanced sentence is denoted, sending the file back to the magistrates with the notes
related, who will expand the investigation and/or close the case if they deem it appropriate.
The person subjected to "judgment" is summoned and he is given a reading of the sentence and the reasons.
Once the sentence has been given, the "subject" who receives it can request a re-examination, presenting its evidence and reasons, or accept the sentence in its entirety.
If criminal offenses connected to the codes of each nation involved are identified, the Council of Praetors will pass all the information and data of the investigations to the competent authorities.
Should he be found innocent, the member can request reinstatement to his original position if he so requests.
The files of the investigations, of the sentences, any evidence will be under the responsibility of the Magistrates who will have to take care of them and keep them in places where they cannot be consulted by anyone except by them, the President and the members of the Council (the latter only in case of real need).
ART. 13 SECRETARY GENERAL
The Secretary General is appointed by the President and the members of the Council by choosing him among the members of the Order or externally to it. His duties and the duration of these will be decided by the body to which he will report for his own 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 in existence.
In general, he collaborates with the President in his duties, in the implementation of the resolutions of the Council and provides for the correspondence, the drafting of the minutes of the Council (for which he is responsible) and is part of the conservation of the archive of the Order .
ART. 14 THE AUDITORS
The Board of Auditors is made up of three effective members and two supplementary members, appointed by the Council and by the President, they remain in office for three years and can be re-elected only once. The standing members elect the President of the Board from among themselves.
The Board supervises 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 takes part in the preparation of the budget scheme.
Works in collaboration with the Praetors in cases where their "jurisdictions" meet or when we 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 THE COMPANY BOOKS AND ACCOUNTING REGISTERS
The company books and essential accounting records that the Order must keep are:
The books and/or other supports of the minutes of the Council;
The books and/or other media of the social accounting journal;
The books and/or other supports of the Order's material inventory;
The paper and/or digital registers of the works in custody;
Domus are also required to have their own "books" mentioned above and they must always be available to be consulted by the headquarters.
These books, before being put in place, must be numbered and stamped by the secretary (or whoever has 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 them.
The President reserves the right to check the good performance and regularity of the books and supports referred to in points 3 and 4 above. The Consul will have to take care of the Domus.
While the control of the regularity for the books in point 1 is left to the Council and those in point 2 to the Revisers (the same for the Domus) who assume responsibility for their regularity.
All the above books are available at any time to the President and the Council for checks.
Other particular books or registers may be created, kept and drawn up on the basis of the decision of the President and/or of the Council if there is a need for ad hoc books, assigning them a manager.
ART. 16 FINANCIAL YEAR AND BALANCE SHEET
The Foundation's financial year runs from January 1 to December 31 of each year. At the end of each year, the Board approves the final balance and the budget for the following year.
ART. 17 TERMINATION OF THE ORDER
The Council, with the majority of two thirds, and with the binding opinion of the President, decides on the dissolution of the Order, if it deems the statutory purposes exhausted or unattainable.
In the event of dissolution, the Board will appoint one or more liquidators with the necessary powers.
Upon dissolution, the Order is obliged to donate the remaining assets to other non-profit organizations of social utility or for purposes of public utility, having heard the control body referred to in art. 3, paragraph 190, of the law of 23 December 1996 n. 662, established and regulated by D.P.C.M. 21/03/2001 no. 329, unless otherwise required by law.
ART. 18 REFERENCE RULE
For anything not expressly provided for in the deed of incorporation and in this statute, in addition to referring to the provisions contained in the Civil Code and the provisions of the law on the matter, the resolutions of the Board and the President will be taken into account.
The establishment of provisional bodies, internal regulations and more will be accepted as if they were by statute. If these rules and actions become customary, the status will be changed according to the rules in force or simply with a tacit agreement between the Council and the President, making the changes made known to the members of the Foundations.
ART. 19 TRANSITIONAL RULES
Before the Foundation's governing bodies become fully operational, a transitional period is foreseen in which one or more bodies (including the President) can make up for the lack of the predestined order.
The duration of the transience of these interim functions will depend on when the bodies under delegation will be fully operational. During this period the Order is fully legitimized and functioning and can act to carry on its activities and the philosophy of the Order.