1. The Vanuatu-Japan Friendship Members Club (the gClubh) is a voluntary association based upon agreement among its members (gMembersh) and Vanuatu-Japan Friendship Corporation (the gCorporationh); the Club is not a separate legal entity. The purpose of this Charter is to set out the fundamental rules of the Club and the rights and obligations of the Members and the Corporation in relation to the Club.
2. The mission of the Club is to establish an egalitarian and dynamic social group that will enhance every Member's social and financial well-being in the following ways:
(a) providing an excellent financial investment in land in Vanuatu expected to increase greatly in value;
(b) developing facilities and services that will enhance the value and enjoyment of our land in Vanuatu and improve the quality of Members' lifestyles;
(c) protecting the natural environment of Vanuatu and fulfilling a dream of returning to nature;
(d) promoting social, cultural and economic ties between Japan and Vanuatu in genuine support of our Vanuatu neighbours;
(e) developing social and ties and cooperation with other similar organizations based around the world; and
(f) embodying a hope and desire that our success will make a difference ? that we will be a model for cooperation between the world's rich and the less well off, not simply by donating aid, but by creating a win-win situation.
5. Subject to Sections 22 and 85, membership in the Club shall be open to individuals of any nationality provided they are of good character, over 20 years of age, not bankrupt and have no criminal record. Applications for membership will be accepted only if the applicant has been recommended by a current Member or the President of the Club (the gPresidenth). The President shall be responsible for reviewing all membership applications and may, in his discretion, refuse any such application.
3. The Club aims to achieve its mission primarily by establishing an international vacation community in Vanuatu in accordance with this Charter. For the same purpose, the Club will work together with such other international clubs with similar objectives as may be designated by the Corporation (gInternational Clubsh).
4. The Club shall respect the basic human rights and dignity of all persons it deals with, including in particular the people of Vanuatu, and shall not discriminate against any person on the basis of race, ancestry, place of origin, colour, ethnic origin, citizenship, age, sex or sexual orientation.
6. An individual becomes a Member by purchasing from the Club one or more units of membership (gMembership Unitsh) or by receiving transfer of one or more Membership Units in accordance with Sections 16 or 17.
7. The Club shall issue a maximum of 10,000 Membership Units. A Member may, upon joining the Club or subsequently, acquire any number of Membership Units; provided that approval of the President shall be required where a Member desires to acquire more than ten Membership Units. Nonetheless, except as specifically stated in this Charter every Member shall have the same rights regardless how many Membership Units held.
8. Membership shall last indefinitely so long as the Member has paid the applicable membership fee and remains in compliance with this Charter, and so long as the Member holds at least one Membership Unit.
9. All personal information about a Member acquired by the Club or the Corporation shall be used only for the purposes of administration of the Club. Except with such Memberfs written permission, no such personal information shall be disclosed to any third person or other Member.
10. The Club and the Corporation may, for all purposes, assume the accuracy of all personal information supplied by a Member. It is each Memberfs responsibility to advise the Club of any changes in such information.
11. Upon joining the Club or acquiring additional Membership Units, each Member shall be required to pay a membership fee (gMembership Feeh). The Membership Fee shall apply separately in respect of each Membership Unit and be determined as of the time the particular Membership Unit is acquired. (For such purpose, Membership Units shall be deemed to be acquired consecutively, not simultaneously, even where a single application is made to acquire several Membership Units.)
12. (a) The Membership Fee shall initially be set at US$10,000. Thereafter, subject to Subsection 12 (b), the Membership Fee shall increase by US$500 upon the initial sale, and upon each successive sale, of fifty Membership Units or similar membership units in any International Club (taken in the aggregate).
(b) This Subsection 12 (b) shall apply only if 150 Membership Units are sold by 15 September 2008. Upon 150 Membership Units being sold, the Membership Fee shall become US$20,000. Thereafter, the Membership Fee shall increase by US$500 upon each successive sale of 10 Membership Units until it reaches US$30,000. In any event, the Membership Fee shall become US$30,000 upon the President notifying the Members that actual construction of asphalt roads has commenced on the land for the Clubfs community in Vanuatu. Thereafter, the Membership Fee shall increase by US$500 upon each successive sale of 50 Membership Units.
13. The Membership Fee shall be paid in a lump sum or in up to four installments within one year. (The President may, at his/her discretion, extend the due date for payment of any installment by up to thirty days maximum.) Subject to Section 65, all rights of membership shall commence upon the Memberfs payment of the lump sum or first installment of the Membership Fee.
14. Where a Member fails to make an installment payment when due in relation to any Membership Unit, such Membership Unit, and all related rights, shall immediately be cancelled. In such event: (i) the Club shall retain as a cancellation fee 25% of the Membership Fee for such Membership Unit originally calculated in accordance with Section 12; and (ii) within six months, the Club shall refund to the Member the balance, if any, of the installment amounts already paid.
15. The Club shall not impose any annual or other periodic membership fee.
16. No transfer of a Membership Unit shall be effective unless in accordance with this Section 16. A Member may at any time freely transfer to any individual any Membership Unit held by the Member, provided that: (i) the Member must have completed full payment of the Membership Fee for such Membership Unit; (ii) such individual must satisfy the requirements of Section 5 (including the requirement of approval by the President) and agree to be bound by this Charter; and (iii) where land has been transferred to a Member in respect of a Membership Unit pursuant to Section 67 or 68, no transfer of such Membership Unit will be permitted unless the Member concurrently transfers all such land to the transferee of the Membership Unit. (For the avoidance of doubt, under no circumstances may a Membership Unit be held by or transferred to more than one individual or be broken into parts.) The transfer will be effected upon payment to the Club of a transfer fee (per Membership Unit) of: (i) US$500, where no interest in land has yet been transferred to the Member in respect of such Membership Unit pursuant to Sections 67 or 68; or (ii) US$1,000, where an interest in land has been so transferred to the Member in respect of such Membership Unit. Once the transfer of a Membership Unit has been effected, the transferee shall be regarded as a Member.
17. In the event a Member dies, Section 16 shall apply in all respects to the transfer of the Membership Units held by such Member immediately before death, provided that (i) the legal representative of the Memberfs estate shall designate the individual to whom each Membership Unit is proposed to be transferred; and (ii) a transfer shall be permitted even if the Member did not complete full payment of the Membership Fee for a Membership Unit, so long as all installments have been paid when due. No rights attached to any such Membership Unit may be exercised until such Membership Unit has been transferred in accordance with this Section 17.
18. Where land has been transferred to a Member in respect of a Membership Unit pursuant to Section 67 or 68, the Member may not transfer or sell any part of such land except where the Membership Unit is concurrently transferred in accordance with Sections 16 or 17.
19. Subject to Section 20, a Member may at any time request the Club to re-purchase a Membership Unit which that Member had himself/herself purchased from the Club. The Club shall accept such requests in the order they are received, subject to the following: (i) the Member must have completed full payment of the Membership Fee for such Membership Unit; (ii) except where otherwise permitted by the President, the request must be received within two years of the date such full payment was completed; (iii) the purchase price shall be 75% of the Membership Fee for such Membership Unit originally calculated in accordance with Section 12, which shall be paid to the Member within six months; (iv) during any single calendar month, the Club shall not pay out, in aggregate, on account of purchase price for all such re-purchases more than 10% of the amount actually received as Membership Fees during the immediately preceding month (calculated separately each month, with no carrying forward of unused amounts to future months); (v) no re-purchase shall be made of any Membership Unit in respect of which land has already been transferred pursuant to Sections 67 or 68 and (vi) all Membership Units so re-purchased shall be cancelled.
20. The President may refuse to accept any request under Section 19 where the Member has purchased more than one Membership Unit from the Club and the request is in respect of the first such Membership Unit purchased from the Club. The purpose of this Section 20 is to recognize that, in accordance with Section 65, Membership Units subsequently purchased from the Club carry entitlement to a greater quantity of land.
21. Notwithstanding anything in this Charter, no Member shall transfer or permit the transfer of any land received by the Member under Sections 67 or 68 unless: (i) the transferred land consists of an integral parcel of at least 2,000 square metres and (ii) all such land not being transferred comprises one or more integral parcels each of at least 2,000 square metres.
22. Where a Member ceases to hold any Membership Units, he/she shall thereupon cease to be a Member and shall be ineligible ever to become a Member again.
23. Every Member shall be entitled to the following rights: (i) the right to receive land in accordance with and subject to the conditions of Sections 62 to 69, including through introducing new Members; (ii) the right to take part in all Club meetings and social activities; (iii) the right to equal participation in any other services or benefits provided by the Club to the Members; (iv) the right to seek election to the Management Committee or appointment to any other committee of the Club; (v) the right to vote, one vote per Member (regardless how many Membership Units held), on any matter to be approved by the Members generally; and the (vi) the right to information about the Club as provided in Sections 59 to 61.
24. Notwithstanding Section 23, no Member shall be entitled to exercise any such right so long as the Member is in default of any of his/her obligations under this Charter, although in such event all his/her obligations under this Charter shall continue.
25. The period from the creation of the Club up until the first 300 Members have joined the Club (regardless how many Membership Units have been sold) shall be treated as the Clubfs initial set-up period (the gSet-up Periodh); provided that the President may specify an earlier date for the completion of the Set-Up Period. During the Set-Up period only, the President, with the assistance of the Corporation, shall be fully responsible for all management and decision-making of the Club. Sections 26 to 38 shall become effective at the time the Set-Up Period is completed. For greater certainty, during the Set-Up Period there shall be no decision-making for the Club by the Members generally nor shall there exist a Management Committee of the Club.
26. Subject to Section 25, the following matters, and only the following matters, shall be determined by the Members generally: (i) matters explicitly so specified in this Charter; (ii) any matter so designated by the Management Committee in a particular instance; and (iii) any matter that is the subject of a written demand for such determination made to the President by at least two-thirds of all the Members.
27. Where any matter is to be decided by the Members generally, such matter shall be decided either at a Membersf meeting held in accordance with Section 28 (a gMembersf Meetingh) or a written vote held in accordance with Section 29 (a gWritten Voteh), as determined by the President. Together with the convening notice mentioned in Section 28 or the written request mentioned in Section 29, the President shall deliver to the Members: (i) a description of the matter(s) to be decided; (ii) any information or opinion the President deems relevant, consistent with any instructions from the Management Committee; and (iii) any relevant information or opinion specified in any written demand received pursuant to Section 26.
28. The President may convene a Membersf Meeting at any time upon at least two weeksf written notice to all Members. (Notwithstanding the foregoing, in accordance with Section 60 it shall be each Memberfs responsibility to regularly consult the website in order to ensure he/she is kept up-to-date concerning all such notices.) A Membersf Meeting shall be held in Tokyo, Japan, at a place determined by the President and shall be validly constituted if at least ten Members are in attendance. The President shall preside over every Membersf Meeting, provided that if the President is unable to so act the Management Committee shall appoint another Member to so act in his/her place. All matters shall be determined by the Members present at a Membersf Meeting by, unless otherwise specified in this Charter, a simple majority vote. To participate in a Memberfs Meeting, a Member must be physically present.
29. The President may send the Members a written request for a Written Vote specifying a period for reply of not less than two weeks. (Notwithstanding the foregoing, in accordance with Section 60 it shall be each Memberfs responsibility to regularly consult the website in order to ensure he/she is kept up-to-date concerning all such requests.) All matters shall be determined by those Members responding to such request within the specified time period by, unless otherwise specified in this Charter, a simple majority vote.
30. Subject to Section 25, the Club shall have a Management Committee which shall be responsible for all major decisions concerning management of the Club and, in particular, approval of any expenditure by the Club in excess of US $25,000 or equivalent. The Management Committee may, at its discretion, seek approval of the Members generally for any major decision concerning the Club.
31. The Management Committee shall have between five and ten members, who shall be elected from among the Members by the Members generally; provided that the President shall always be a member of the Management Committee. Its other members shall serve for a term of two years, with at least three to be elected each year. At least one month prior to each election, the President shall notify all the Members of the names of any persons wishing to stand for election to the Management Committee, together with a statement by each such person not exceeding 500 words in English and/or 750 characters in Japanese. Any member of the Management Committee may stand for re-election at the end of his/her term of office. Where a member of the Management Committee resigns or becomes, in the Presidentfs opinion, unable to fulfill his/her duties, the President may appoint another Member to serve out the remainder of his/her term of office.
32. Notwithstanding Section 31, the initial members of the Management Committee shall consist of the President and two to four Members appointed by the President. Such initial members (other than the President) shall serve for a term of two years, commencing at the completion of the Set-Up Period.
33. The Management Committee shall meet at least once every six months. Management Committee meetings shall be held in Tokyo, Japan, at a place determined by the President. The President shall be responsible for convening meetings of the Management Committee and shall give its members at least one weekfs written notice of any meeting, which notice shall specify the agenda for such meeting; provided that in the case of urgency the President may shorten such notice period. The President shall preside over all such meetings, provided that if the President is unable to so act he/she shall appoint another member of the Management Committee as an alternate to so act in his/her place. In the event the President is unable to preside over a Management Committee meeting, then except with the Presidentfs written approval no decision shall be taken at such meeting other than on matters specified for decision in the original agenda. Decisions of the Management Committee shall be made by a simple majority of its members present at a meeting; provided that such a meeting shall be validly constituted only if at least three such members are present, including the President or such appointed alternate. To participate in a Management Committee meeting, a member must be physically present.
34. The Management Committee shall not make any decision that is inconsistent with this Charter, nor any decision that may have any of the following effects:
(a) causing the Members, or any part of them, to be regarded as carrying on business in common or to become subject to any legal obligation toward any third party in respect of the activities of the Club;
(b) causing any legal obligation to be imposed on the Corporation or any officer except as the Corporation or such officer has specifically agreed; or
(c) causing the Corporation or any officer or the Members or any part of the Members to be in violation of the law of any jurisdiction.
39. The Club shall have a President, who shall be responsible for the following: (i) implementation of decisions of the Management Committee; (ii) day-to-day administration of the Club; (iii) all matters specifically assigned to the President in this Charter; and (iv) any matters concerning the Club that are not specifically assigned by this Charter for determination by the Management Committee or the Members generally. The President may make rules for any of the foregoing purposes, provided that any such rule must be consistent with this Charter. The President shall report regularly to the Management Committee on all matters assigned to him/her by this Charter.
35. In the event the Management Committee purports to make a decision prohibited by Section 34, the Corporation shall be entitled, but not obligated, to declare such decision to be null and void. Further, the Corporation shall be entitled to obtain legal advice, at the expense of the Club, in order to determine the effect of any such decision or contemplated decision, and in order to determine whether the intended purposes can be achieved without violation of Section 34.
36. The Management Committee may create other committees of the Club, which shall report to the Management Committee, as deemed necessary or advisable for the purpose of specific functions of the Club. Members of such other committees shall be appointed by the Management Committee out of the Members of the Club.
37. No Member of the Management Committee, or of any committee created under Section 36, shall receive any compensation for performing his/her duties.
38. No member of the Management Committee or any other committee shall have any personal liability for anything done in good faith in connection with his/her duties.
40. In any case where the Management Committee fails to make a decision required by this Charter to be made by the Management Committee, the President may make such decision in place of the Management Committee.
41. The initial President shall be nominated by the Corporation. Thereafter, the Management Committee may terminate the appointment of the President at any time and appoint a new President, but only subject to approval of the Corporation in each instance.
42. The Management Committee may appoint a Vice-President or other officers to assist the President in his duties and shall specify a term of office of not more than two years. The Management Committee may re-appoint any officer at the end of his term of office.
43. Neither the President, nor any officer appointed under Section 42, shall receive any compensation for performing his/her duties.
44. No officer of the Club, including the President, shall have any personal liability for anything done in good faith in connection with his/her duties. The Club shall indemnify each officer for any loss or damage incurred in carrying out decisions of the Management Committee or the Members generally.
45. The Corporation shall have the following duties in relation to the Club:
(a) assisting the President in administrative functions and providing secretarial support;
(b) maintaining formal minutes for meetings of the Management Committee and Membersf Meetings and formal records of Written Votes, provided that each all such minutes and records are to bear the formal seal of a representative director of the Corporation;
(c) marketing of Membership Units;
(d) taking all steps, including instituting legal action, as the President may direct for the purpose of protecting the Club and its reputation; and
(e) any other duties specifically assigned to the Corporation by this Charter.
49. The fiscal year of the Club shall be from October 1st to September 30th; provided that the first fiscal year of the Club shall be from 1st July 2005 until 30th September 2005.
46. The Corporation shall have no liability to the Members or third parties for any act done in good faith in fulfilling its duties under this Charter or in the implementation of decisions of the Management Committee. The Corporation shall not be responsible for monitoring the decisions of the Management Committee or the Members generally to ensure compliance with law. The Corporation shall be entitled to refuse to participate in any act that may be regarded as contrary to the law of any jurisdiction, and may refuse to act until the Club has obtained formal legal advice satisfactory to the Corporation. The Club shall indemnify the Corporation for any loss or damage incurred in carrying out decisions of the Management Committee or the Members generally.
47. Nothing in this Charter shall restrict the Corporation from carrying on any business for its own account, whether or not related to Vanuatu, so long as the same shall not impair the Corporationfs ability to fulfill its obligations hereunder.
48. The Corporationfs sole compensation for the services it performs for the Club shall be the 5% fee described in Section 58(b).
50. The President shall oversee all financial matters of the Club under the direction of the Management Committee.
51. The Club shall be run for the benefit of the Members, in order to achieve its mission in accordance with this Charter. In principle, the Club shall not carry on any business or be run with a view to profit. The Club shall not constitute a common investment by the Members. All funds of the Club shall be used for the proper purposes of the Club. Dividends or the like shall not be paid to Members. In the event all or some of the Members desire to carry on a business, they shall do so separately from the Club. Subject to the foregoing, the Club shall be operated in an efficient and business-like manner.
52. All assets of the Club shall be designated as such and be held by the Corporation for the benefit of the Members, separately from other assets of the Corporation. For such purpose, the Corporation shall maintain separate bank accounts for Club purposes. (Notwithstanding the foregoing, the Corporation shall not be regarded as a trustee, within the meaning of English law, in respect of any such bank accounts or other assets.) The Corporation shall keep the President fully advised of details of all Club assets and bank accounts and, subject to this Charter, deal with such assets and bank accounts as directed by the President and Management Committee.
53. All expenses (including without limitation expenses associated with any legal action described in Section 45 (d)) and all taxes (including without limitation corporate or income taxes and consumption taxes) related to the operation of the Club shall be borne out of the Club assets. Where the Corporation incurs taxes or other expenses that relate only partly to the Club, the Corporation shall allocate to the Club a portion of such taxes or expenses on a reasonable basis. For this purpose, the Corporation may obtain professional advice at the expense of the Club. In principle, the Corporation shall be expected to bear only such amount of taxes and expenses as it would bear were it not rendering services to the Club pursuant to this Charter; provided that where an expense or tax liability is incurred partly for businesses of the Corporation unconnected with the Club, the Corporation shall bear an appropriate portion of such expense.
54. Where the Club requires office space or other physical facilities, such may be acquired by the Corporation, by lease or purchase, and then provided for the Clubfs use. Where such facilities are leased, the Club shall bear the lease payments and related expenses; where such facilities are purchased, the Club shall bear the purchase price and related expenses on a fair basis, in accordance with the principles of Section 53. The Corporation may use any such facilities without charge, provided that the Corporation shall compensate the Club appropriately in the event it uses any such facilities for businesses unconnected with the Club.
55. Where the Club requires any staff personnel, they shall be compensated in accordance with normal commercial practices; in principle, such compensation shall be based on the average compensation prevailing in the relevant geographic market. Any such staff personnel shall be provided through the Corporation or by other appropriate method. The hiring of specific individuals as staff personnel must be approved by the President.
56. During each fiscal year of the Club beginning with that commencing 1st October 2006, the Management Committee shall, unless agreed by the President, authorize expenditures totaling at least 75% of the Clubfs estimated revenues for such fiscal year for the purpose of improving the land in Vanuatu held by the Club or by Members and/or improving the community and quality of life in Vanuatu for those Members who have constructed vacation homes there.
57. Subject to all the foregoing, the Club may use its funds for charitable purposes, in accordance with this Charter, for the benefit of the people of Vanuatu and the furtherance of the relationship between Vanuatu and Japan. The Management Committee may authorize any such use of funds, provided, in the view of the Management Committee, the Club will have sufficient funds to carry on its other functions properly. However, following the Set-Up Period approval of the Members generally will be required where any single such expenditure exceeds US$10,000.
58. All funds received on account of any Membership Fee shall be dealt with as follows:
(a) first, 60% thereof shall be promptly paid to Environment Preservation Ltd, (gEPLh) as consideration for land to be acquired in accordance with Section 74;
(b) next, 5% thereof shall be promptly paid to the Corporation for its own account, as compensation for its services to the Club; and
(c) then, the remaining 35% thereof shall be retained and used by the Club.
59. Within two months from the end of each fiscal year of the Club, the President shall send to each Member a formal annual report, giving detailed information on the Clubfs finances and activities and including a balance sheet, a statement of revenues and expenses and such other financial information as the Management Committee may designate (none of which need be audited). The President may, but need not, send out similar formal reports at any time during a fiscal year. Additionally, the President shall send information to the Members from time to time concerning Club events and other useful information. All communications under this Section 59 shall be by email in accordance with Section 83.
60. The Club shall create and then maintain a website containing useful information for the Members and for the marketing of Membership Units, and shall include: (i) all reports and information that have been sent to the Members under Section 59; (ii) all notices sent the Members under Section 28 and all requests sent to the Members under Section 29; (iii) minutes of all meetings of the Management Committee; (iv) a description of all upcoming events held by the Club for Members; (v) a description of all job openings at the Club; and (vi) a description of all tenders opening for bidding relating to goods and services required by the Club. Any such information may be posted on a password-protected section of the website available to Members only. The President shall be responsible for ensuring the website is properly maintained and shall have full control over the website and its content. Notwithstanding Section 59, it shall be each Memberfs responsibility to regularly consult the website in order to ensure he/she is kept up-to-date on all important Club information.
61. A copy of this Charter shall be posted on the Clubfs website and also be kept at every Club office which may be established, where it shall be made available for inspection by Members during normal operating hours. The same shall apply to the Marketing Agreement dated 1st May 2005 between the Corporation and EPL, as may be amended from time to time (the gEPL Agreementh).
62. In accordance with and subject to the conditions of Sections 63 to 69, the Club shall acquire an interest in certain land (gLandh), and each Member shall be entitled to receive from the Club an allocation and transfer of a certain quantity of Land. The Land shall be in the Republic of Vanuatu, on the Island of Efate and between five and forty minutesf automobile travel time from Port Vila; provided that other locations in Vanuatu may be permitted if such is beneficial to the Club in the opinion of the Management Committee and if approved by the Corporation and the Members generally.
63. Subject to Section 73, all Land shall be acquired from EPL pursuant to the EPL Agreement.
64. The nature of the interest in Land to be acquired by the Club shall: (i) be a leasehold interest for a period of not less than 75 years commencing not earlier than the date of establishment of the Club; (ii) where practical, be renewable for a further period of 75 years; and (iii) include the right to quiet enjoyment of the Land and use of the Land for residential purposes. The nature of the interest in Land to be allocated and transferred to a Member shall have the same characteristics as described in the immediately preceding sentence. Whether before or after allocation and transfer to a Member, the Club shall be fully responsible for payment of any rent due to the lessor in respect of any Land and any payment required upon lease renewal; in either case, no payment shall be required from any Member.
65. A Memberfs entitlement to receive land in respect of a Membership Unit shall commence when the Member has completed full payment of the Membership Fee for such Membership Unit (which, for greater certainty, requires full payment of every installment of the Membership Fee). Subject to Section 66, the quantity of Land to which a Member is entitled shall be 2,000 m2 in respect of the first Membership Unit purchased from the Club and an additional 2,500 m2 in respect of each additional Membership Unit purchased from the Club at any time.
66. On each occasion a Member introduces an individual to the Club who newly becomes a Member, the introducing Member shall be entitled to a further 500 m2 of Land in respect of each Membership Unit purchased by such individual upon his/her initial application to join the Club, subject to the following conditions:
(a) such entitlement of the introducing Member shall become effective when such individual has completed full payment of the Membership Fee for such Membership Unit;
(b) where the introducing Member holds more than one Membership Unit, he/she shall designate the Membership Unit to which such right to a further 500 m2 of Land becomes attached;
(c) should such individual subsequently purchase an additional Membership Unit, the introducing Member shall not on that subsequent occasion be entitled to any additional Land;
(d) where a Membership Unit is marketed by the Corporation to an individual not introduced by any Member, or to an individual introduced by the President only, then no Member shall become entitled to any additional quantity of Land; and
(e) in any case other than paragraph (e), only one Member shall be regarded as the introducing Member of any individual who newly joins the Club (for greater certainty, in the event such individual further introduces other individuals who join the Club, the original introducing Member shall not be regarded as the introducing Member for such other individuals).
67. The Club shall allocate and transfer Land to a Member subject to the following conditions:
(a) the Member must have completed full payment of the Membership Fee for each Membership Unit in respect of which the Member desires to receive Land;
(b) the Member shall be entitled to receive Land at the time the Member has made a binding commitment to build one or more vacation homes upon the Land meeting all the requirements specified in Section 70; in principle, the Member shall be required to demonstrate such commitment by providing the President with a copy of a contract with a bona fide construction company and evidence that the Member has paid a deposit of at least 30% of the cost of construction; however, the President may permit other methods of demonstrating such commitment as the President deems appropriate;
(c) subject to paragraph (a), the Member shall be entitled to receive all or part of the quantity of Land related to the Membership Units held, as the Member chooses; any quantity of Land not allocated and transferred may be allocated and transferred at a later time subject to the same conditions;
(d) the Club shall endeavour to allocate and transfer Land to the Member in one or more separate parcels, as requested by the Member;
(e) notwithstanding paragraphs (c) and (d):
(1) under no circumstances shall the Club allocate or transfer to any Member any parcel of Land of less than 2,000 m2; and
(2) the Club shall not allocate or transfer to any Member any parcel of Land unless the Member has made a commitment to build on such parcel one or more vacation homes with total internal floor area equal to at least 3% of the area of the parcel; provided that the Management Committee may waive this requirement, and may instead specially impose appropriate conditions, where the Member demonstrates that the Land will be used for a socially useful purpose consistent with this Charter;
(f) each parcel shall be suitable for the construction of a vacation home;
(g) each parcel shall, within a reasonable time, be provided with access at a single point on its boundary to connections for water and electric utility services, the cost of which shall be borne by the Club;
(h) each parcel shall have access at a single point to a road, and no part of such road shall be counted as part of the parcel;
(i) subject to the foregoing, the President shall determine which Land is transferred to the Member out of the Land then held by Land by the Club, based on the need to develop a coherent and beautiful vacation home community; and
(j) no fee shall be payable by the Member for a transfer of Land under this Section.
68. Alternatively, a Member may elect to receive an allocation and transfer of Land under the following conditions:
(a) the Member must have completed full payment of the Membership Fee for each Membership Unit in respect of which the Member desires to receive Land;
(b) the Member must apply for allocation and transfer separately in respect of each Membership Unit held;
(c) where the Member has already received transfer and allocation of Land with respect to all Membership Units held, the Member may apply separately in respect of his/her further entitlement to additional Land by virtue of having introduced new Members, provided that his/her total such entitlement is for at least 2,000 m2 of additional Land;
(d) the Member must pay to the Club a fee of US$ 1,000 per application;
(e) the President shall determine the Land to be allocated and transferred out of the Land then held by the Club, based on the need to develop a coherent and beautiful vacation home community;
(f) in an allocation and transfer under this Section 68, there shall be no requirement that any parcel has access to connections for water and electric utility services or to a road;
(g) under no circumstances shall the Club allocate or transfer to any Member any parcel of Land of less than 2,000 m2; and
(j) where the Member subsequently makes a binding commitment to construct a vacation home in accordance with Section 67 , the Member may return such Land to the Club and, in exchange, receive an allocation and transfer of a new parcel in accordance with and subject to the conditions of Section 67; provided that in such case, the Member must pay to the Club a further fee of US$ 1,000 for each parcel of Land returned to the Club.
69. Where Land is transferred to a Member under Sections 67 or 68, the Club shall use its best efforts to complete such transfer and provide the Member with a copy of the official registration documents within one month of acceptance of the Memberfs application.
70. The following minimum requirements shall apply indefinitely to the use of any Land transferred by the Club to a Member, and it is the Memberfs responsibility to ensure continuing compliance with the following:
(a) one or more vacation homes may be built on a single parcel of Land, provided that the aggregate internal floor area of all such vacation homes shall not be less than 3%, nor greater than 20% of the area of such parcel; (however, where special conditions have been imposed concerning a parcel of Land pursuant to Section 67 (e) (2), the aggregate internal floor area for that parcel may be below 3% so long as such conditions remain satisfied;)
(b) no structure intended for human habitation shall have internal floor area of less than 20 m2;
(c) no structure shall be higher than two storeys or be higher than nine metres (basements are permitted and shall not affect the foregoing);
(d) every structure must comply, and remain in compliance, with all Vanuatu legal requirements;
(e) every structure must be built to at least the average quality of home construction prevailing in Port Vila, and must be maintained so as to continue at not less than that quality;
(f) every structure must be for residential/vacation purposes only; no Land or structures shall be used for any commercial or industrial purpose (though they may be rented out for residential/vacation use);
(g) no Land or structures may be used for any illegal or anti-social purpose;
(h) it shall be prohibited to use the Land or any structure to carry on any activity that may cause (i) significant emission of any smoke or air pollution or (ii) any noise or other nuisance that may disturb any neighbour;
(i) any additional requirement determined by the Management Committee in order to ensure the quality of the vacation community and preserving or enhancing the value of Land generally.
71. Subject to the decisions of the Management Committee, the Club may engage in any of the following activities:
(a) establishment of offices anywhere in Japan or Vanuatu for the purpose of assisting Members and facilitating the marketing of Membership Units; provided that it is intended that the Club shall initially establish a head office in Tokyo;
(b) establishment of social and recreational facilities or services for the benefit of the Members; provided that it is intended that the Club shall initially establish a gVanuatu Cafeh in Tokyo;
(c) activities for the purpose of enhancing the value, beauty and image of the vacation community to be created;
(d) forming relationships with third parties to assist Members to construct, or to rent out, vacation homes;
(e) facilitating travel by Members between Japan and Vanuatu or elsewhere;
(f) sponsorship of social events in Japan or Vanuatu for the benefit of Members;
(g) arranging with third parties to provide discounts or other benefits for Members at restaurants and shops and the like;
(h) activities aimed at supporting ecologically and socially sound economic development in Vanuatu and promoting international good will;
(i) any other social activities consistent with this Charter.
72. The Club, and in particular its finances, shall be administered strictly in accordance with the EPL Agreement. Each Member shall respect the EPL Agreement and not act in any manner that may prejudice the Corporationfs ability to fulfill its obligations or exercise its rights under the EPL Agreement. Accordingly, this Charter shall be interpreted so as to be consistent with the EPL Agreement.
73. The Club shall not acquire land from any source other than EPL for the purposes of transferring the same to Members unless the President has determined that EPL has become incapable of supplying Land to the Club in accordance with the EPL Agreement.
74. The Club shall, in accordance with the EPL Agreement, acquire Land from EPL in the following manner. Upon the Club having completed full payment to EPL under Section 58 in respect of the first 200 Membership Units sold, the Club shall initially acquire from EPL a quantity of Land corresponding to the Membersf aggregate entitlement in respect of such 200 Membership Units. Thereafter, upon each subsequent sale of a Membership Unit, the Club shall acquire from EPL the corresponding quantity of Land at the time the Club makes full payment to EPL under Section 58 in respect of such Membership Unit. Further, each time a Member becomes entitled under Section 66 to an additional quantity of Land by virtue of introducing a new Member, the Club shall acquire a corresponding quantity of Land from EPL at no charge.
75. Where Land is transferred to a Member under Sections 67 or 68, the formal legal transfer is to be effected by EPL pursuant to the EPL Agreement.
76. Where a Membership Unit is cancelled under Section 14, the Club shall retain any related Land already transferred by EPL pursuant to Sections 67 or 68. However, any such Land shall be credited against EPLfs future obligations to transfer Land to the Club under this Charter.
77. The Club shall promptly pay to EPL the following amounts in the following circumstances as compensation for EPLfs expenses and efforts:
(a) where a Membership Unit is cancelled under Section 14, the Club shall pay to EPL the full amount of any cancellation fee described therein;
(b) where a Membership Unit is transferred under Section 16, the Club shall pay to EPL the full amount of any transfer fee described therein;
(c) where the Club has re-purchased a Membership Unit under Section 19, the Club shall pay to EPL the full amount of original Membership Fee received by the Club for such Membership Unit less the amount of the purchase price paid by the Club upon such re-purchase;
(d) where Land is transferred to a Member under Section 68, the Club shall pay EPL the full amount of the US$ 1,000 fee described in Section 68(d); and
(e) where Land is returned and exchanged under Section 68(h), the Club shall pay EPL the full amount of the US$ 1,000 fee described therein.
79. In accordance with the EPL Agreement, the Corporation may offer memberships (gPromotional Membershipsh) in the Club to certain individuals, at the Corporationfs discretion, for the purpose of promoting the overall marketing, and enhancing the value, of the Club. The following conditions shall apply to Promotional Memberships:
78. The Corporation shall be solely responsible for all dealings with EPL for any purpose related to the Club.
(a) upon becoming a Member, each such individual (a gPromotional Memberh) shall have the same rights as other Members except as otherwise provided in this Section 79;
(b) notwithstanding Section 6, upon joining the Club each Promotional Member shall receive, without payment of any Membership Fee, a single Membership Unit; such Membership Unit shall be identical to other Membership Units in all respects, except that it shall carry with it an initial entitlement to a quantity of Land specified in each case by the Corporation, which shall be equal to or greater than 2,000 m2; the ordinary provisions of this Charter shall apply in the event a Promotional Member desires to acquire additional Membership Units or in the event a Promotional Member introduces new Members;
(c) pursuant to the EPL Agreement, EPL is to provide the Club with 1,000,000 m2 at no charge; the initial entitlement to Land offered to Promotional Members, in aggregate, shall not exceed the quantity of Land to be received from EPL for that purpose;
(d) the maximum number of Promotional Members shall be limited to 250; in the event such maximum number of Promotional Members have joined the Club and there remains any excess of the Land mentioned in paragraph (c) not required for the purposes of this Section 79, such excess shall be credited against EPLfs future obligations to transfer Land to the Club under this Charter;
(e) the number of Promotional Members shall not affect the calculation of the Membership Fee under Section 12;
(f) a Promotional Member shall not be entitled to transfer his/her initial Membership Unit within two years of the date received, except upon payment to the Club of a special transfer fee of US$6,000 fee, which the Club shall then pay to EPL in accordance with the EPL Agreement;
(g) any consideration received by the Corporation in return for granting any Promotional Membership shall be regarded as an asset of the Club;
(h) in a maximum of ten cases, the Corporation may offer a Promotional Membership that is accompanied by an immediate allocation and transfer of Land (which Land shall be specified by the President), without the requirement of either a binding commitment to construct a vacation home or any payment; such shall be exceptional cases where the Club receives some special benefit in return; any such transfer and allocation shall thereafter be treated for all purposes as if it had been effected pursuant to Section 67.
80. This Charter may be amended only upon a resolution approved both by the Corporation and by the Members generally, provided that approval of such a resolution by the Members generally shall require approval by at least three quarters of the Members in attendance at a Membersf Meeting or responding to a request for a Written Vote, as the case may be.
81. The Club may be dissolved only upon a resolution approved both by the Corporation and by the Members generally, provided that approval of such a resolution by the Members generally shall require approval by at least three quarters of the Members in attendance at a Membersf Meeting or responding to a request for a Written Vote, as the case may be. Any such resolution must state how to deal with the Clubfs assets.
82. The Members acknowledge that while they are entitled to receive Land subject to the conditions of and in accordance with this Charter, there is no guarantee that such Land, or any Membership Unit, will appreciate in value. In particular, the Members acknowledge the following risks.
(a) The development of a successful vacation home community, as envisaged by this Charter, will depend on a large number of Members joining the Club and deciding to build vacation homes. Each such outcome depends on the separate decisions of many individuals and cannot be guaranteed.
(b) It is expected that the Clubfs activities will lead to a well-developed market for vacation home properties in Vanuatu. However, such a market does not yet exist, and its emergence will depend to a considerable extent on the successful marketing of Membership Units and on the activities of the Club.
(c) At present, where a Member wishes to build a vacation home on his/her Land, the Member must arrange his own financing. There is no guarantee that such financing will be available from banks in Vanuatu or elsewhere. There is no special financing system set up for Members, though the Corporation intends to work with third parties in order that such a system may eventually be created.
(d) The initial success of the Club may depend considerably on the involvement and efforts of particular individuals, especially Mr. Offer Shagan, President of the Corporation. While the Corporation fully intends his continued involvement, such depends on his health and personal circumstances and so cannot be guaranteed.
(e) The Republic of Vanuatu is a small developing country with a short history. While it has experienced physical and political stability, there is no guarantee that such will continue. Rather, one aim of the Club is to help bring prosperity to Vanuatu and encourage its sound and peaceful development.
(f) In recent years Vanuatu has not experienced any loss of human life due to major natural disasters, such as tsunami or earthquakes. Nonetheless, there is no guarantee that Vanuatu will not be affected by a severe natural disaster in the future. In any event, Members are advised to build sound vacation homes capable of withstanding occasional severe weather conditions etc., and to deal only with first-class construction companies.
83. In principle, the Club shall communicate with the Members by email for all purposes, including the sending of formal reports and other information by the President, other dissemination of information, convening of Membersf Meetings and requests for Written Votes. The Club shall request each Member to provide an email address for such purpose. It shall be the responsibility of each Member to ensure that his/her email address is usable and suitable, and to inform the Club in the event of any change. The Club may, but shall have no obligation to, use other forms of communication. Where the Club receives an automatic indication that a Memberfs email address is not functioning, the Club may, but shall have no obligation to, inform such Member and request a new email address. In accordance with Section 60, it shall be each Memberfs responsibility to regularly consult the Clubfs website in order to ensure he/she is kept up-to-date concerning all communications from the Club.
84. Members meeting appropriate criteria shall have a preferential right to bid to supply goods or services to the Club, or to apply for employment openings created by the Club. However, while the Club may create employment or economic opportunity for some Members, the overriding aim of all Club activities shall be to use the Clubfs resources for the benefit of the Members as a whole in accordance with the purposes of this Charter.
85. Notwithstanding Section 5 or anything else in this Charter, the President may in particular cases permit a corporation to become a Member where the President determines that such would not be inconsistent with the fundamental purposes and operation of the Club. The President may make rules to govern the application of this Charter to such Members.
86. The Club shall promptly issue a Membership Card to each new Member, presentation of which may be required for use of Club facilities and services or attendance at Club events. The President may set a fee, not exceeding US$100, for the issuance of a replacement for any Membership Card that has been lost or stolen.
87. No Member shall act in any manner that may undermine this Charter or the Clubfs achievement of its objectives. No Member shall create, or permit or assist another person to create, another membership club similar to the Club for the purpose of developing a vacation community in Vanuatu regardless whether based in Japan or elsewhere, except in cooperation with the Club and upon the approval of both the Management Committee and the Corporation, and only where the new club is based outside Japan.
88. No Member or the Corporation is, and nothing in this Charter shall be construed as making any of them, the agent, partner, joint venturer, representative or employee of any of the others.
89. This Charter is binding on all the Members and on the Corporation, and shall remain so until and unless the Club is dissolved in accordance with Section 81.
90. This Charter is in the English language. A Japanese translation shall be prepared and made available under Section 61 together with the English version. However, in the event of inconsistency the English version shall take precedence.
91. The Club is established as of 1 July 2005, on which date this Charter becomes effective.
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