Constitution

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1. The title of the Society shall be The Bushido Zazen International Society.

2. The objects of the Society shall be:

   • to provide facilities within the Society where both adult and juniors may enjoy Judo and other martial arts of Japan in a friendly and social atmosphere free from strife and petty jealousies.

   • to promote Judo and other selected Martial Arts in the schools and colleges of the country.

   • to promote and encourage branches of the Bushido to be formed throughout the country.

   • to co-operate with other bodies having similar or sympathetic aims and generally do all such acts as shall further the active and corporate life of the Society and may lawfully be done by a body established only for the purposes recognized by the law of England as charitable.

3. The Society shall consist of two classes of subscribing members, viz individual members and affiliated bodies:

   • (a) An application for membership must be signed by or on behalf of the applicant. The election of members of the Society shall be by the Executive Committee and no person shall become a member of the Society unless and until so elected nor shall the Executive Committee be required to give any reason for the non-election of the applicant.

   • (b) When a person has been elected and paid an annual subscription or a life subscription he shall
     be a member of the Society and shall be deemed to have agreed to be bound by the Constitution, Rules and By-Laws of the Society.

   • (c) Individual members of the Society shall pay a yearly subscription of not less than________pounds, or in the case of junior members_______pounds, or in the case of joint membership of Husband and Wife yearly_______pounds, or for life membership_______pounds, or such sums as a general meeting shall from time to time determine.

   • (d) the Executive Committee become affiliated to the Society on payment of a fee of________pounds per annum or such other sum as may be determined from time to time. The Executive Committee may lay down scales of affiliation fees which differentiate between different bodies. An affiliated body shall be entitled to privileges agreed by the Executive Committee at the onset of the affiliation. Any such group may subscribe to the Society’s publications if any.

   • (e) Termination of membership

     • (i) The Executive Committee may by resolution communicated to the member in writing and stating concisely the grounds upon which it proposes to act call upon any individual to resign from the society and if the member does not so resign within fourteen days after being so called upon, The Executive Committee may by resolution terminate his membership.

     • (ii) Before coming to any decision the Executive Committee shall give the member effective proper facilities for stating his case to them either orally or in writing as the Committee may determine

     • (iii) The Executive Committee may by resolution stating concisely the grounds on which it proposes to act terminate the affiliation of any affiliated body, that such resolution shall forthwith be communicated to the said body and shall not be effective for twenty one days after it has been passed and if during that said period of twenty one days the affiliated body
       shall request in writing facilities for stating its case in defense to them the Executive Committee shall consider its case as submitted in writing during that said twenty one day period and the shall not become effective until it has been confirmed by the Executive Committee before the expiration of a further fourteen days from the end of the twenty one day period.

   • (f) The Executive Committee may at any time without stating any reason refuse to accept a renewal of

     • (i) the subscription of any member

     • (ii) the affiliation of any body.

   • (g) No individual member nor affiliated body shall take any public action or make any public announcement in the name of the Society or otherwise do anything directly or indirectly to represent that any proposal, action or statement of facts or opinion has the approval of the Society. The Executive Committee alone may make announcements or publications in the name of the Society.

4. Membership renewal

   • (a) Annual subscription, (known as renewal) will become due exactly 364 days following the
     date of the previous joining fee or renewal was paid. The executive Committee may for special reasons either wholly or partially remit or waive the payment of any subscription in any case and subject to any conditions they may think fit.

   • (b) Members whose membership is not renewed on its expiry date shall lose all rights and privileges afforded to them by the Society including insurance cover. Upon receiving an outdated renewal the Membership Secretary may in some certain circumstances back date the renewal to the date it expired. Where a membership has lapsed for a period of 3 months the records will be removed from the Society’s filing system and any request for renewals after 3 months may incur a search fee. Any member whose membership has lapsed for more than 12 months will incur a search fee at a rate to be agreed from time to time by the Executive Committee and commencing at 1.00 pounds in 1996.

   • (c) In this clause the term member shall include any affiliated body and branch and the term subscription an affiliation fee and an annual fee and the term membership affiliation of any body or branch.

5. The Executive Committee may elect any person as an honorary member for such period as subject to such conditions as they think fit.

6. Meetings

   • (a) The Annual General Meeting of individual members of the Society shall be held once in every calendar year to transact the following business:

     • (i) To receive and if approved to adopt the annual report and audited statement of the accounts to the end of the last preceding year.

     • (ii) To elect the officers and other members of the Executive Committee.

     • (iii) To elect the Society’s Auditor.

     • (iv) To deal with any special matter which the Executive Committee desire to bring before the members and to receive and consider suggestions from the members consideration by the Executive Committee.

   • (b) An Extra Ordinary General Meeting of the Society may be called at any time by the Executive Committee and shall be so called within forty-eight days of receipt of the General Secretary of a requisition in writing signed by not less than thirty members stating the purpose for such a meeting is desired and setting out any resolution which it is desired to propose thereat. No business shall be transacted at such meeting other than that specified in the notice and no amendment of any resolution proposed at the meeting shall be allowed. The Chairman of the meeting shall be nominated by the Executive Committee.

   • (c) A notice convening any General Meeting shall be contained in the Branch Newsletter to be sent to or displayed for the information of all members not less than twenty-one days before the meeting and shall specify the business of the meeting. Votes at a General Meeting may be cast as follows:-

     • (i) Each adult member holding a full licence and whose subscription is fully paid up to the date of the meeting shall have one vote and no more except the Chairman who shall have a second or casting vote in a case of an equality of votes.

     • (ii) No member shall be entitled to act as proxy for or to vote on behalf of any other member.

     • (iii) Junior members have no voting rights.

   • (d) Any resolution for consideration at any General Meeting must be received by the General Secretary not less than fourteen days before the date appointed for the meeting. The Executive Committee may direct that any resolution which appears to them to be scandalous or vexatious or contrary to the provisions of the Constitution shall not be placed upon any Agenda or discussed at any meeting.

7. The following officers of the Society shall be elected at the Annual General Meeting:

   • Chairman

   • Vice Chairman

   • General Secretary

   • Hon. Treasurer

   • Membership Secretary

   • Grading Secretary

   • Assistant General Secretary

   • (a) The business affairs of the Society shall be managed by the officers of the Society and other
     individual members of the Society whose numbers shall be adjusted according to the growth of the Society, and who shall be elected or co-opted under sub-clause (7f) of the Constitution. Members so elected or co-opted will form the Society’s Executive along with the General Secretary who is elected on a five year term of office.

   • (b) The General Secretary shall be elected at the first inaugural meeting of the Society and his term of office shall be for five years. The General Secretary shall retire from office but be eligible for re-election for the office. Election of subsequent General Secretaries shall be five year terms of office on votes cast in an Annual General Meeting held on retirement of any General Secretary.

   • (c) No person other than an officer or other member of the Executive Committee retiring at the meeting shall unless recommended by the Executive Committee be elected a member of the Executive Committee at the Annual General Meeting unless not less than seven days before the date appointed for the meeting there shall have been delivered to the General Secretary a notice in writing signed by a member of the Society qualified to attend and vote at the Annual General Meeting nominating such person for election.

   • (d) Five members of the Executive Committee shall form a quorum. The Committee shall meet from time to time as may be necessary.

   • (e) The officers of the Society with the exemption of the General Secretary as mentioned in sub-clause (b) above and other members of the Executive Committee shall retire each year but shall be eligible for re-election.

   • (f) The Executive Committee may fill by co-option any casual vacancy which may occur in their number but the person so filling the vacancy shall retire at the Annual General Meeting next during his co-option and shall be eligible for re-election.

   • (g) The Executive Committee may in addition to the officers and members elected at the Annual General Meeting co-opt not more than five members but such co-opted members shall without prejudice to their re-appointment retire from office at the conclusion of the Annual General Meeting following their appointment.

   • (h) The Executive Committee may regulate their own proceedings by standing order or otherwise as they may think fit. The Chairman of the Executive Committee shall at committee meetings have no second or casting vote in the case of an equality of votes.

   • (i) The Executive Committee shall have the sole control and management of the income of the Society and also the entire management and superintendence of all other the affairs and concerns thereof and the exclusive rights of appointing and prescribing the respective duties, salaries and renumeration of and removing such paid officers and servants as they may deem necessary or useful for the purpose of the Society.

   • (j) In so far as it is practicable to do so seven days oral or written notice of a meeting of the Executive Committee shall be given to every officer and other members of the Executive Committee.

   • (k) If the Executive Committee shall at its discretion consider that any officer or other member of the Executive Committee has conducted himself in a manner gravely detrimental to the interests or reputation of the members of the Executive Committee actually present at the meeting shall vote to remove him from office or membership of the Committee provided that any such officer or other member of the Executive Committee shall have at first received at least fourteen days notice of the meeting of the Executive Committee with a concise statement of the grounds upon which his removal was sought and shall be entitled at the meeting of the Executive Committee to make a statement and explanation in defense of his conduct.

8. Decisions by meetings and voting thereat

   • Every question to be submitted to any meeting of the Society or the Executive Committee or any sub-committee thereof shall be put to the meeting by the Chairman thereof and his decision as to the wishes or sense of the meeting shall be conclusive unless on his giving his decision it be challenged by any member properly present at the said meeting and entitled to vote thereat. If any decision of the Chairman at any meeting shall be challenged by any such member a vote shall be taken by a show of hands. All questions arising at any meeting of the Society or the Executive Committee or any sub-committee thereof which have to be decided by a vote shall, with the exception of those for which a special majority is required for this Constitution, be decided by a simple majority of those present and voting at such meeting.

9. Sub-committees

   • The Executive Committee may elect sub-committees to consider and report any matter, and members of such sub-committees need not necessarily be members of the Executive Committee. At least one member of each sub-committee shall be a member of the Executive Committee. Unless otherwise decided by the Executive Committee, all sub-committees shall elect their own Chairman and have power to co-opt not more than three members. The Executive Committee may alter the membership of any sub-committee at any time and no sub-committee shall have the power to act on behalf of the Society unless expressly authorized by a minute in writing of the Executive Committee. No sub-committee may spend any money on behalf of the Society, unless expressly authorized to do so by a minute in writing of the Executive Committee.

10. Alteration of rules

    • The rules of the Society may be altered at and only at an Extra Ordinary General Meeting and at least twenty-one days notice of any meeting to consider a proposed alteration shall be given to all members. The notice shall state the proposed change or changes. In order to effect an alteration of a rule, at least two thirds of the members actually present and voting at the meeting shall vote in favour of the proposed change. No amendment to any proposed alteration shall be allowed.

11. Finance

    • (a) The financial year will end on the last day of February of each year.

    • (b) The income and property of the Society and all money received by or on behalf of the Society shall be applied solely towards the furtherance, promotion and execution of the objects of the Society and no portion thereof shall be paid by way of dividend, bonus or profit to any member of the Society, provided that nothing herein expressed or contained shall prevent the payment in good faith of renumeration or expenses or both to any officer or servant of the Society, or to any member of the Society, or other person or persons for services actually rendered by him or them to the Society.

    • (c) All monies payable to the Society shall be received by the Treasurer or such other officer or such bank as shall be appointed to receive the same. All funds belonging to the Society shall (unless invested) be deposited in a banking account in the name of the Society and no sum shall be drawn except by cheque signed by such person or persons as the Executive Committee shall direct. Any moneys not required for immediate use may be invested by the Executive Committee as herein authorized. The Executive Committee shall cause true accounts to be kept of the receipts, expenditures, assets, credits and liabilities of the Society at each Annual General Meeting a properly audited account and balance sheet made up to the end of the previous financial year.

    • (d) Reasonable office, travelling and subsequent expenses incurred by officers and members of the Society may be paid by the Society. Rates of allowance shall be fixed by the Society from time to time. All claims for expenses shall be sent to the Treasurer and he may require such information in regard thereto as he/she may think fit.

12. Property of the Society

    • (a) The Society may receive and disclaim property of any nature whether or not it is subject to any express conditions or trusts. The Society may purchase or otherwise acquire and hold property of any nature and may sell, lease, mortgage or otherwise deal with the same. Any property belonging to the Society shall be invested in the names of not more than four and not less than two Trustees who may be appointed from time to time by the Executive Committee and any vacancy amongst such Trustees shall be filled by the Executive Committee.

    • (b) The Executive Committee may deal with the said investments as if they were the sole beneficial owners thereof and without prejudice to generality of this power may borrow for the general purposes of the Society such sums as may be required by it.

    • (c) If legal proceeding of any kind are resorted to or defended by the Society the Trustees shall on the instructions of the Executive Committee but not otherwise prosecute or defend such proceedings either in the name of the Society or in the names of the Trustees or otherwise on behalf of the Society as may be necessary.

    • (d) The Trustees shall in all respects act as required by the Executive Committee and a copy of a minute of the Executive Committee signed by the Secretary shall be conclusive evidence of its decision.

    • (e) Any Trustee may be removed from office by a resolution passed at a meeting of the Executive
      Committee by a vote not less than two thirds majority of the members of the Executive Committee present and voting at the meeting.

    • (f) The Trustees shall be effectually indemnified by the Executive Committee from and against any liability, costs, and payments whatsoever which may be properly incurred or made by them in relation to any legal proceedings or which otherwise relate directly or indirectly to the performance of the functions of a Trustee of the Society.

13. Notices

    • The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any member shall not invalidate any proceedings or resolutions at any meeting of the Society or any committee meeting thereof.

14. Dissolution

    • A motion to dissolve the Society may only be made at an Extra Ordinary General Meeting and to effect a dissolution at least three quarters actually present and voting at the meeting shall vote in favour of the dissolution. If a motion to dissolve the Society is carried by the said majority the Society’s surplus funds, property and assets (if any) shall be disposed of for
      charitable purposes in connection with education and research and particularly for such charitable purposes of education and research in connection with Judo and other Japanese Martial arts as the members may at the said Extra Ordinary General Meeting decide or failing any such decision to a charity connected with children in need to be nominated by the officers of the Society for the time being to the intent that no member shall receive any of the said funds, property or assets by virtue of his membership.

15. Records and minutes

    • Records shall be taken and minutes kept in such form as the Executive Committee may direct of the proceedings at all General Meetings and at all meetings of the Executive Committee and of sub-committees of the Executive Committee of the Society and the minutes of such meeting shall be confirmed at and signed by the Chairman of a subsequent meeting and when so confirmed and signed shall be conclusive as to all matters and things therein recorded and purported to have been done or directed to be done.

16. Interpretation

    • If there should be any ambiguity or differences of opinion concerning purport or interpretation of any rule, and to deal with any matter not provided for in these rules, reference shall be made in writing to the Secretary of the Society, who shall refer the matter to the Executive Committee. The decision of the Executive Committee shall be binding upon all parties.