Bangladesh Professional Society

ARTICLE I – DEFINITIONS

1. “BPS” or “Society” means BANGLADESH PROFESSIONAL SOCIETY, JAPAN;
2. “Registrar” means Registrar of Japan and or Bangladesh government;
3. “Executive Committee” or “EC” means the committee elected from and by the members of the General Body for running the affairs BANGLADESH PROFESSIONAL SOCIETY, TOKYO;
4. “General Body” means and consists of all members of BANGLADESH PROFESSIONAL SOCIETY, TOKYO who have voting rights;
5. “Office” means the registered office of the Society, as may be determined by the Executive Committee from time to time;
6. “Address” means a postal address or, for the purposes of electronic communication, a fax number, an e-mail address, a text message number or any other electronic point of contact at which the member has explicitly consented to receiving messages, in each case registered with the society;
7. “The Seal” means the common seal of the society if it has one;
8. “Month” means the Calendar Month;
9. “Year” or “Fiscal Year” means the financial year, which begins on the first of January every year and ends on the end of December of same year. Unless the context otherwise requires words or expressions contained in these articles have the same meaning as stated above.

ARTICLE II – MEMBERSHIP

1. Bangladeshi by birth or Bangladeshi origin foreign national living in Japan for at least 3 years
2. Hold a professional job "Professional = Specialists in sectors, e.g., academic, engineering, banking/financial, medical, agricultural, legal, etc.".
3. Hold at least a bachelor's degree from a reputed university.
4. Have 3 years+ professional working experience.
5. Membership application should be screened by the Executive Committee. A member of the Society is obligated to:
6. Abide by the rules and regulations of the society and laws of Japan.

Members of the Society are divided into:

1. Founding Member
2. Regular Member
3. Supporting Member
4. Institutional Member
5. Honorary Member

Founding Member

Members of the Society who have subscribed to and signed the Memorandum & Articles of Association of the Society shall be called Founder Members of the Society. Founding members have all the rights & obligations as regular members.

Regular member

1. S/he has submitted an application for membership to the Executive Committee;
2. His or her application has been accepted by Executive Committee. A regular member of the Society has rights to:
3. Vote and participate actively/passively in elections of Executive Committee and become a member of the Executive Committee;
4. Take part in the General Meetings;
5. Make statements, submit opinions and postulate to the Executive Committee on every topic related with the activity of the Society;
6. Take part in the realization of the objectives and goals of the Society;
7. Be able to use the Society’s equipment, services and support, as long as it serves the goals of the Society;
8. Participate in the formation and realization of the Society’s programs.

Supporting member

A person who is a student or a professional having less than 3 years job experience, Bangladeshi or a Bangladeshi born foreign national may become a Supporting Member of the Society provided:

1. S/he has submitted an application for membership to the EC;
2. His or her application has been accepted by the EC.
3. A supporting member has all the rights of a regular member except voting right and S/he cannot become a member of the Executive Committee.

Institutional Member

Any academic/educational institute, research group, non-government organization, foreign agency, and any other interested organization may become an Institutional Member of the Society which is Any academic/educational institute, research group, non-government organization, foreign agency, and any other interested organization may become an Institutional Member of the Society which is interested in contributing to the objectives and goals of the Society. An Institutional Member does not have voting rights & cannot become a member of the Executive Committee.

An Institutional Member has the following rights:

1. It may nominate any person to attend the General Meeting as ‘Observer’;
2. It may, through its nominee, make statements, submit opinions and give suggestions to the committee on topics related to the activity of the Society.
3. It may take part in the realization of the objectives and goals of the Society;
4. It may participate in the formation and realization of the Society’s program.

Honorary Member

Any person, who granted an extraordinary contribution to the objectives and goals of the Society, may become an Honorary Member, provided:

1. S/he has been proposed for the membership by a regular member of the society;
2. S/he has expressed his or her willingness to become an honorary member;
3. His or her nomination as honorary member has been approved by the Executive Committee.
4. An honorary member have all the rights of a regular members except voting right and s/he cannot become a member of the EC.
5. Any regular member who will leave Japan permanently but S/he needs to serve at least one year to the society as regular member.

ARTICLE III – CANCELLATION OF MEMBERSHIP

Membership of the Society may be canceled when:

1. A member has submitted a letter of self-resignation to the committee and it has been accepted;
2. member has died or lost his or her legal rights or left Japan permanently;
3. A member has not paid his or her membership dues to the Society for consecutive 2 years without presenting any reason;
4. A member has involved in activities against the objective and interest of the society; in that case majority of EC members vote is needed.
5. A member who has used the society properties/reputation for his/her personal reason use in that case majority of EC members vote is needed.

A person, whose membership has been canceled, has the right to appeal to EC within 30 days after issuance of cancellation decision. The committee will conduct the hearing and decide on the fate of the membership based on the majority opinion of the EC.

ARTICLE IV – ENROLLMENT AND ANNUAL SUBSCRIPTION OF MEMBERSHIP

All regular members of the Society will be required to pay a fee (designated amount or any other amount) during enrollment as a member for the first time. There will also be an annual subscription fee which will be called membership fee. Membership fees (designated amount or any other amount) should be paid once in a year. The amount of membership & other fees will be decided by the Executive Committee from time to time in separate resolutions. Besides membership fee any other amounts from members will be acceptable at any time to the bank account.

ARTICLE V – MANAGEMENT

All regular members of the Society shall comprise the General Body. General Body will be the top body of the Society to control and monitor all issues of the society. The Society will be run by the Executive committee. Members of the Executive committee will be elected from the regular members.

ARTICLE VI – VOTING

Every regular member of the Society shall have one vote and it shall be exercised in person and there shall be no proxy voting. Voting can be done by ballot, raising hands or by any other means as advised for the voting. In all cases the President or the person presiding over the meeting shall have a tie-breaker vote.

ARTICLE VII – MEETINGS OF THE SOCIETY

General Body Meeting

Every year a General Body Meeting of the regular members of the Society shall be held in a suitable place and date decided by the EC committee for the following agendas:

1. Consideration and approval of the report of the activities of the Society for immediate preceding financial Year;
2. Consideration and approval of the Audited accounts and the report of the Auditors thereon for the immediate preceding financial Year;
3. Consideration and approval of the Budget for the current year;
4. Election of Members of the Executive Committee, if any.
5. Consideration of Society’s major activities for the next year. Extraordinary General Body Meetings

A special or Extraordinary General Meeting of the members of the Society shall be convened by the President or the Secretary under instructions from the President on a decision by the Executive committee or on request by one third of the members of the society in writing indicating the subjects for discussion at such a meeting.

ARTICLE VIII – QUORUM

Quorum of Annual General Meeting and Extraordinary General Body Meeting

The quorum for Annual General meeting or Extraordinary General meeting of members shall be 30% of the members (electronics presence also countable).

Quorum of Executive Committee Meeting

Half of the total of the Executive Committee members (fraction of more than half rounded off to next higher number) shall form quorum.

ARTICLE IX - EXECUTIVE COMMITTEE

The management of the Society shall be vested with the Executive Committee here in after referred as Committee.

Composition of the Executive Committee

1. The Committee shall consist of a) President b) Vice President c) Secretary, d) Treasurer, and) EC Members.
2. The Members to the Committee shall be elected by the Members at their Annual General Meeting.
3. The term of membership of the EC members shall be two years at a time.
4. Any vacancy caused in the membership of the Committee shall be filled from within the membership of the Society who shall hold the post/position till next General Body Meeting. Such member chosen to fill the said vacancy shall be chosen by the Executive Committee.
5. All members of the Committee would be expected to adhere to the code of conduct and should be able to spare adequate time to perform their roles/function as defined here in. The code of conduct, EC member and commitments would be defined by the Executive Committee.
6. Committee members not adhering to the code of conduct or unable to perform their responsibilities as defined in Article X can be removed from their position by a two-thirds majority vote by the General Body.
7. A Committee member may resign during their term if they are unable to devote adequate time to fulfill their commitments of their position as defined herein.
8. If the General Body decides by a two-thirds majority to remove a member from the Committee membership for any proven unprofessional behavior or conduct, or action prejudicial to the interest of the Society, provided before any disciplinary action of such a nature is taken, the concerned member will be given an opportunity to appear before a meeting of the General Body and present his or her case at the next General Body or Extraordinary General Body Meeting.

Powers of the Executive Committee

1. The control, administration and management of the Society, its properties, funds, assets and the institution shall be vested with the Committee.
2. The Committee is entrusted with the responsibility of managing the Society properties, and fulfillment of the aims and objectives is contained in the Memorandum of the Society as amended from time to time, and to this end take and implement decisions in the best interest of the Society.
3. To regulate the Income and Expenditure of the Society in the best interest of the Society.
4. To maintain and regulate day to day accounts and to conserve and improve its resources and properties.
5. The members of the Committee shall have equal voice in all matters concerning the running of the Society and right to look into its accounts & documents and to make proposals for ensuring efficient management of the Society, its funds and properties, in fulfillment of the objectives of the Society.
6. To open, operate and close Bank account(s) with any Scheduled Bank(s) including any other necessary Bank operations (Bank Cheque signing powers).
7. To approve and recommend Budgets, Audited accounts & the report of the Auditors thereon and Annual activity reports to the members at their Annual General Meeting for consideration and approval.
8. To frame, approve and modify Working procedures/manuals (Administrative, Finance & Accounts, etc.) for day to day smooth running and functioning of the Society, from time to time.
9. To do all such acts, deeds, etc. as are necessary and, in consonance with the above-mentioned powers and as per direction given by and superintendence of, the General Body in the larger interest of the Society.

ARTICLE X - POWER OF OFFICE BEARERS

The term of the office bearers (President, Vice President, Secretary & Treasurer) shall be two years at a time. An office bearer can be re-elected for further term(s) of two years, provided there shall be a gap of two year after every continuous four years of involvement. The powers and responsibilities of the office bearers are described below:

President

1. The President shall be the head of the Society.
2. The President shall preside over the meetings of the Executive Committee and General Body meeting of members (including Special/Extraordinary General Body meetings) unless otherwise decided by the members and conduct its deliberations.
3. Convene meeting of the Executive Committee and General Body, as contained in these rules.
4. The President will advise the Secretary on all affairs for proper functioning of the Society. He/She will supervise all the activities of the Society, shall provide direction and may ask for clarification on any matters related to the interest of the Society.
5. In the council or Executive committee meetings, president will give deciding vote when necessary.
6. The president shall sign or authenticate all notices, communications, letters, memorandum and other papers, whether they are acts of the Executive Committee, or of the General Body, or of any officer of the Society, and when so signed or authenticated it shall be conclusive.
7. The president shall operate the Bank Account(s) of the Society jointly with the Secretary and the Treasurer, or with such persons as are authorized by the Executive Committee.

Vice President

1. In case of resignation or death of the President, Vice President shall be the acting President.
2. Vice president shall work as president by the written authorization (Internet mail/postal mail) of President during his absence.

Secretary

1. The Secretary shall be the chief executive of the Society.
2. S/he will be responsible for proper functioning of the Society and exercise all necessary powers and control over the functioning of the Society, (subject to superintendence, control and directions issued by the President, the Executive Committee and/or the General body of Members from time to time) for regular running of and exercise control & supervision of/on the administration of all the affairs of the Society. The Secretary shall consult or may seek direction from the President for the affairs related to the proper functioning of the Society.
3. All payments on behalf of the Society shall be first approved by him before the payment is made and shall be responsible for collection of all dues to the Society.
4. All expenses incurred by the Secretary, in connections with the Society's work, shall be approved by the President or the Treasurer or other Executive Committee Member as may be so decided.
5. The Secretary shall maintain minutes of all Meetings of the Society, Executive Committee and committees thereof.
6. S/he shall prepare reports on the activities of the Society, (Quarterly, Annual or for any other period(s) as may be required) and submit it to the Executive Committee/General Body.
7. The Secretary shall discharge all such other duties as are incidental to his office and as per directions of the President (Head of the Society), the Executive Committee and the General Body from time to time.
8. The Secretary shall circulate all notices, communications, letters, memorandum and other papers and shall be responsible for all communications within or outside the Society.
9. S/he shall represent the Society in all legal proceedings.

Treasurer

1. The Treasurer shall maintain proper accounts of the funds, assets and such other items controlled by the Society.
2. Be in charge of and responsible for maintenance of Assets, books of accounts, records and all documents relating to the Society.
3. S/he shall be the custodian of all records, accounts, books and properties of the Society and shall produce Books of Accounts, Records and provide/furnish any other information requested for purposes of audit and/or inspection by any authority.
4. S/he shall be responsible for overseeing any procurement requirements of the Society and also sponsorship agreements with other Professional and Corporate Bodies.
5. S/he shall prepare and submit periodical Accounts of the Society to the Executive Committee.
6. S/he shall be responsible for getting the Accounts of the Society audited and attend to all or any accounts related matters.
7. The Treasurer shall discharge such functions and duties as are assigned to him or her by the President Head of the Society), the Secretary (Chief Executive) and/or the Executive Committee and General Body from time to time.

ARTICLE XI – BANK ACCOUNT

The funds of the Society shall be deposited in a bank/postal account in Japan or several bank/postal accounts in Japan. The bank accounts will be opened in joint signature of President, Secretary and Treasurer or the person designated by the executive committee.

ARTICLE XII – AUDITOR AND AUDIT OF ACCOUNTS

The Association runs its financial administration and accountancy in accordance with the regulations of the standing law of Japan.

1. The Executive Committee of the Society shall appoint an Auditor for the First year. The members at their General Meeting shall appoint an Auditor for the second year onwards. The Auditor shall audit the accounts of the Society and submit his report along with the audited accounts for being placed before the members of the Society at the next General Meeting for its consideration and approval. Remuneration of Auditor shall be fixed by the Executive Committee.
2. Every Auditor so appointed will have the right of access to the books, accounts, records and vouchers of the Society, and shall be entitled to require the officers of the Society including any Office Bearer(s) to furnish such information and explanations as may be required for the performance of the Audit.

ARTICLE XIII – RAISING OF SOCIETY FUNDS & UTILIZATION OF FUNDS

1. The Executive Committee shall at its sole discretion accept either from within or outside Japan or both, donations, gifts, funds, contributions, fees & other amounts, trust amounts, settlements, movable and immovable properties, both in cash and kind, from or in the name of or on behalf of any Society, Trust, Company, Body corporate, Institution(s), Government(s), (both for Corpus & general purpose and/or for running expenses), in any form (cash or kind), including from Donor(s) who direct or desire that the funds or properties so donated and provided be utilized and/or used for a definite purpose or in a particular manner.
2. The Executive Committee shall utilize the funds and properties so obtained for the purpose for which it is given or for the fulfillment of the objectives of the Society, provided that it shall under no circumstances be used or applied, directly or indirectly for the personal benefit or advantage of the Members of the Executive Committee or the members of the Society.
3. The Executive Committee may at its sole discretion refuse to accept any particular Donation/Grant/Gift/Fund, if it feels that it is not in the interest of the Society to accept such particular Funds/Donations/Grants/Gifts.

ARTICLE XIV – FINANCIAL YEAR

The year commencing from 1st January to 31st December following, shall be the financial year.

ARTICLE XV – PURCHASE AND SALE OF PROPERTIES

1. All properties purchased and/or acquired by the Society shall be in the name of the Society represented by the President or the Secretary of the Society. The members and/or Executive Committee members (both present & future) or their heirs shall have no right or claim or lien on any of the said property of the Society.
2. Any property of the Society can be disposed of or sold only with the prior approval of two-thirds of the members of the Executive Committee present and voting at a meeting of the Executive committee.

ARTICLE XVII – AMENDMENTS

All proposed amendments to the Memorandum and Rules and Regulations of the Society shall first be placed before the Executive Committee and ratified by the majority of the Executive Committee. The ratified amendments shall thereafter be placed before the General Body for approval and shall be adopted when ratified by majority of the General Body or two-third of the members presents and voting, whichever is higher.

If there is a two-third majority in the voting of annual General Meeting but without the presence of 50% of all members (Electronics presence is countable), the changes will not get passed and another follow-up General Meeting will be held after six months of the annual General Meeting. Ratification of two-third members present in the subsequent General Meeting with a quorum will be sufficient to pass the proposed changes. The Executive Committee must make an announcement in the notice of the any General Meeting mentioning all upcoming referendums on proposed amendments.

ARTICLE XVIII – LANGUAGE

The working language of the Society will be Bengali, English and Japanese. Where there is a disagreement between languages version of a document, the English version is considered to be correct and holding.

ARTICLE XIX – DISSOLUTION

In the event of dissolution of the Society, the net assets of the Society remaining on the date of dissolution after meeting all liabilities if any shall under no circumstances are distributed among the members of the Society and Executive Committee. It shall be transferred to another charitable Society or Foundation with similar objectives as per the decision taken by the majority of the EC members and the same shall be accepted as per Income Tax

ARTICLE XX - INDEMNITY

1. Every member of the Executive committee including and any regular member(s) authorized by them shall be indemnified out of the funds of the Society against all losses, claims, damages and expenses incurred in the discharge of duties of their office and carrying out instructions issued by the Society or Executive Committee as the case may, except cases of action taken without the specific approval of the Society or the Executive Committee as the case may be.
2. Every member of the Executive Committee including any regular member(s) authorized by them and the General Body disclaims any power of control over the content and internal procedures and processes of specific BPS projects and shall not be held liable for such content.

ARITCLE XXI- PROHIBITION

BPS members will not engage in any activities prohibited by the Executive Committee specified policies, which may be revised time to time.

MoA Review Members-

1. Anik Ahmed (anikahmed226@yahoo.co.jp)
2. Syed Tanvir Munawar (sstanvir@gmail.com)
3. Dr. Khalilur Rahman(khalil@chemist.com)
4. Dr. Sayed Zaman (lincons12@gmail.com)
5. Dr. Sarbanoo Das (das.sarbanoo@gmail.com)
6. Dr. Muquit Mohammad(mohammad.muquit@gmail.com)
7. Dr. Nando Das(nando.hu@gmail.com)
8. Dr. KamruzZaman(mkzaman6@gmail.com)