Legal › Association Bylaws

Crackling Wit Bylaws

Chapter 1. General Provisions

Article 1 (Name)

The name of this association is Crackling Wit (hereinafter "the Association").

Article 2 (Office)

The principal office of the Association is located in Tokyo, Japan. The specific address shall be determined by resolution of the Board of Officers and may be relocated by the same.

Article 3 (Purpose)

The Association exists to foster a welcoming and inclusive community for players of Magic: The Gathering in Japan, with particular care for LGBTQ+ players, their allies, and the English-speaking community.

Article 4 (Activities)

To pursue the purpose set out in the preceding Article, the Association may undertake the following activities:

  1. Organising casual play sessions, leagues, and tournaments.
  2. Hosting community events, socials, and educational sessions.
  3. Affiliating with the Wizards Play Network or comparable programmes where appropriate.
  4. Collaborating with local game stores, venues, and partner organisations.
  5. Producing, selling, or distributing merchandise consistent with the Association's purpose.
  6. Maintaining online presence and communication channels for the membership.
  7. Any other lawful activity consistent with Article 3.

Chapter 2. Members

Article 5 (Categories of Membership)

The Association recognises three categories of member:

  1. Regular Members: natural persons who have been admitted under Article 6 and have paid the applicable dues.
  2. Supporting Members: natural or legal persons who provide financial or material support to the Association without participating directly in its activities.
  3. Honorary Members: persons recognised by the General Meeting for significant contributions to the Association, exempt from dues.

Only Regular Members hold voting rights at the General Meeting.

Article 6 (Admission)

Persons wishing to become Regular Members shall apply in the form prescribed by the Board. Admission is decided by the Board and takes effect upon payment of the first dues.

Article 7 (Dues)

The amount, payment schedule, and method of dues for each category of member shall be determined by resolution of the General Meeting and set out in the operating rules.

Article 8 (Withdrawal)

A member may withdraw from the Association at any time by giving written or electronic notice to the Board. Dues paid are not refundable.

Article 9 (Expulsion)

The Board may expel a member on any of the following grounds:

  1. Non-payment of dues for six months or more, after written notice and reasonable opportunity to cure.
  2. Material breach of these bylaws, the operating rules, or the Code of Conduct.
  3. Conduct that materially harms the Association or its members.
  4. Discovery of a relationship described in Article 30.

Expulsion requires a resolution of two-thirds of the Board. The member concerned shall be given written notice of the grounds and a reasonable opportunity to respond before the decision is taken.

Chapter 3. Officers

Article 10 (Officers)

The Association shall have the following officers:

  1. Mandatory positions:

    • One Representative.
    • One Deputy Representative.

  2. Optional positions, which the Board may fill from among the Regular Members as the Association's needs require:

    • Treasurer.
    • Secretary.
    • Auditor.
    • Tournament Organiser.
    • Any other position established by resolution of the Board.

Officers may hold more than one position concurrently. Where an Auditor has been appointed, that officer shall not concurrently hold any other position. Where an optional position is unfilled, its duties default to the Representative unless the Board otherwise determines.

Article 11 (Election)

Officers are elected by the Ordinary General Meeting from among the Regular Members.

Article 12 (Term)

The term of office is two years. Officers may be re-elected without limit. A vacancy arising during a term may be filled by Board appointment until the next Ordinary General Meeting.

Article 13 (Duties)

  1. The Representative leads the Association, represents it in external dealings, and may execute contracts on its behalf.
  2. The Deputy Representative assists the Representative and acts in their place when the Representative is unavailable.
  3. The Treasurer, if appointed, maintains the accounts, manages the Association's bank account and financial records, and prepares the annual budget and settlement.
  4. The Auditor, if appointed, audits the accounts and the conduct of duties by the other officers, and reports findings to the General Meeting.
  5. The Secretary, if appointed, keeps minutes, maintains the member registry, and handles correspondence.
  6. The Tournament Organiser, if appointed, has responsibility for sanctioned and casual event operations.

Article 14 (Removal)

An officer may be removed by resolution of two-thirds of the General Meeting, with cause stated in writing and an opportunity for the officer to respond.

Chapter 4. Meetings

Article 15 (Types of General Meeting)

The Association holds the following General Meetings:

  1. Ordinary General Meeting, held annually within three months after the end of the fiscal year.
  2. Extraordinary General Meeting, held as required.

Article 16 (Convening)

General Meetings are convened by the Representative. The Auditor (where appointed) or any group representing not less than one-fifth of the Regular Members may also require the Representative to convene an Extraordinary General Meeting by written request stating the purpose.

Notice of a General Meeting shall be given to all members in writing or by electronic means at least fourteen days in advance, stating the date, time, place or platform, and agenda.

Article 17 (Matters Resolved at the General Meeting)

The General Meeting resolves on the following matters:

  1. Approval of the activity plan and budget for the coming fiscal year.
  2. Approval of the activity report and settled accounts for the past fiscal year.
  3. Election and removal of officers.
  4. Amount of dues.
  5. Amendment of these bylaws.
  6. Dissolution of the Association and disposal of remaining assets.
  7. Any other matter required by these bylaws or proposed by the Board or Regular Members.

Article 18 (Voting)

A General Meeting is validly constituted if not less than half of the Regular Members are present in person, by proxy, or by electronic means.

Ordinary resolutions pass by simple majority of votes cast. Special resolutions, including those under Article 17 paragraphs 5 and 6 and the removal of officers under Article 14, require a two-thirds majority of Regular Members entitled to vote.

Voting may be conducted in writing or by electronic means where the Board has so determined for a given meeting.

Article 19 (Board of Officers)

The Board of Officers consists of all serving officers and meets at least quarterly. It is chaired by the Representative. Resolutions of the Board pass by simple majority, with the Representative casting the deciding vote in the event of a tie. Where an Auditor has been appointed, the Auditor attends Board meetings in an observing capacity and does not vote.

Chapter 5. Assets and Accounts

Article 20 (Composition of Assets)

The assets of the Association comprise:

  1. Dues received from members.
  2. Donations and grants.
  3. Income from events, including tournament entry fees.
  4. Income from the sale of merchandise.
  5. Sponsorship and partnership income.
  6. Interest and other income lawfully accruing to the Association.

Article 21 (Fiscal Year)

The fiscal year of the Association runs from 1 April to 31 March of the following year.

Article 22 (Activity Plan and Budget)

The Board prepares the activity plan and budget for each fiscal year and submits them for approval at the Ordinary General Meeting preceding the start of that fiscal year.

Article 23 (Activity Report and Settled Accounts)

After the close of each fiscal year, the Board prepares the activity report and settled accounts. Where an Auditor has been appointed, the Auditor audits the accounts and reports findings. Where no Auditor has been appointed, the accounts shall be reviewed by an officer other than the Treasurer prior to submission. Both documents are submitted for approval at the next Ordinary General Meeting.

Article 24 (Surplus)

Any surplus shall be carried forward, allocated to reserves, or applied to the purpose of the Association. Surplus shall not be distributed to members under any circumstance.

Chapter 6. Amendment and Dissolution

Article 25 (Amendment)

These bylaws may be amended only by special resolution of the General Meeting as set out in Article 18.

Article 26 (Dissolution)

The Association is dissolved upon:

  1. Special resolution of the General Meeting.
  2. Any other cause provided for by applicable law.

Article 27 (Disposal of Remaining Assets)

Following dissolution and the settlement of debts, any remaining assets shall be donated to one or more organisations whose purposes are consistent with those of the Association, as determined by the final General Meeting. Remaining assets shall not be distributed to members.

Chapter 7. Supplementary Provisions

Article 28 (Operating Rules)

In addition to matters provided for in these bylaws, the Board may establish operating rules (細則) by resolution, including but not limited to a Code of Conduct, Tournament Operating Rules, a Privacy Policy, and procedures for events and communications. Operating rules must be consistent with these bylaws.

Article 29 (Personal Information)

The Association handles personal information in accordance with the Act on the Protection of Personal Information (APPI) and any privacy policy adopted under Article 28.

Article 30 (Exclusion of Antisocial Forces)

No member or officer shall be a member of, or maintain any relationship with, antisocial forces (反社会的勢力) including but not limited to boryokudan, boryokudan affiliates, or comparable organisations. Discovery of such a relationship is cause for immediate expulsion under Article 9.

Article 31 (Governing Language)

Where the Association maintains a Japanese version of these bylaws, that version is the authoritative text (正本) for dealings with Japanese banks, public authorities, and counterparties. The English text serves as a reference translation (参考訳).

Article 32 (Effective Date)

These bylaws take effect on [DATE], as adopted by the inaugural General Meeting on the same date.