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JTCA Facts

Articles of Association

Articles of Association

Chapter 1  General Rules

Article 1  Name
The name of this organization is Japan Technical Communicators Association (JTCA).

Article 2  Administrative Office
The organization’s primary administrative office is located at 4-22-15 Kitashinjuku, Shinjuku-ku, Tokyo. The organization may establish branch offices in other locations as necessary by resolution of the Board of Councilors.

Article 3  Name and Address of Founder
The address, name and representative of the organization’s founder are as follows:
Address: 4-22-15 Kitashinjuku, Shinjuku-ku, Tokyo
Name: Japan Technical Communicators Association
Representative: Manabu Kishi

Article 4  Contributed Assets and Their Amounts
1. Assets contributed by the founder at establishment and their amounts are as follows:
Bank deposits of \74,000,000
2. The assets are allocated as follows: \36,000,000 for the basic fund and \38,000,000 for working assets.

Article 5  Ethics
The organization shall conduct its activities in a fair and proper manner in accordance with the principles and norms of a code of ethics separately established by the Board of Councilors, shall endeavor to achieve the public-interest objectives laid out in Article 6 and shall work to maintain or improve public trust.

Chapter 2  Objectives and Activities

Article 6  Objectives
The organization conducts activities to achieve the following public-interest objectives in order to improve the lives of Japanese citizens by improving information quality, raise safety levels and prevent operational errors when using industrial products, and eliminate social and regional differences related to the utilization of information technology. The organization contributes to society through these public-interest activities by improving technologies for providing information effectively and efficiently and by facilitating interaction and education among the many people involved in these technologies.
1) Provide opportunities for technologies and findings related to information creation, development and distribution, etc. to be announced to thereby promote scholarship, science and technology.
2) Further technologies related to information evaluation and recognize outstanding achievements in this area to thereby provide greater stability to the lives of Japanese citizens through the capture, promotion and stimulation of opportunities for fair and free economic activity
3) Survey the state of information and research policies that will help improve and advance information to thereby promote or advocate for the interests of general consumers
4) Coordinate with universities and other public research institutions, promote research that helps develop information and improve production technologies, and publicize research findings
5) Train people involved in information and promote training technologies.
6) Promote information-related standardization of various kinds and further cross-border communication
7) Further personal and corporate interactions related to information and cooperate with related organizations in Japan and overseas.
8) All activities related to the objectives stipulated in the preceding items. 

Article 7  Activities
1. The organization engages in the following activities in order to achieve the objectives stipulated in the preceding article. These Articles of Association use “TC” as an abbreviation for “technical communication” and "TC technologies" to refer to technologies used to convey information using text, diagrams, video and a variety of other means, including explanatory documentation for industrial products and services, attached labels, nameplates and packaging, and messages on device displays and computer screens. In addition, specialists involved in communicating a variety of information using TC technologies are referred to as "technical communicators."
1) Sponsorship of symposiums, exhibitions, etc. that announce TC technologies and promote interaction
2) Administration of information related contests and research on evaluation technologies
3) Independent surveys and research related to TC technologies and technology development
4) Promotion of joint industry-academia projects related to TC technologies
5) Formulation of standards and guidelines related to TC technologies
6) Interaction and cooperation with related organizations in Japan and overseas and participation in activities for promoting standardization, etc.
7) Publication of an official journal, collections of research papers, etc.
8) Administration of certification exams to popularize TC technologies and promote capacity development
9) Personnel training and promotion of TC technologies through various seminars and other training opportunities
10) Individual information-related evaluations on contract
11) Surveys and research related to TC technologies on contract
12) Publication of books, etc. related to TC technologies
13) Other activities necessary to accomplish the organization's objectives
2. Of the activities stipulated in the preceding paragraph, activities enumerated 1-7 are public-interest activities that are not for profit.

Chapter 3  Assets and Accounting

Article 8  Asset Composition
The organization's assets have the following composition.
1) Assets stated in the organization's initial founding list of assets
2) Assets contributed after the organization's founding
3) Income generated by assets
4) Income from activities
5) Income from membership dues
6) Other assets

Article 9  Asset Classifications
1. The organization's assets consist of an endowment and working assets.
2. The endowment is made up of the following assets.
1) Assets contributed as an endowment when the organization was founded
2) Assets contributed as an endowment after the organization was founded
3) Assets transferred to the endowment by resolution of the Board of Councilors after the organization was founded
3. Working assets are all assets not included in the endowment.

Article 10  Asset Management
1. The organization's assets are managed by the Board of Directors in accordance with asset management rules stipulated elsewhere by resolution of the Board of Councilors. However, assets contributed for a specific purpose or with a specific management method indicated must be managed as specified.
2. The organization's endowment must be appropriately maintained and managed. Cash must be deposited with sound financial institutions or entrusted to investment trusts, or it must be safeguarded by conversion to sound securities such as government and public bonds. Handling of the organization’s working assets is also managed by the Board of Directors in accordance with the asset management rules stated in the preceding paragraph.

Article 11  Disposition of Endowment
The endowment must not be disposed or pledged as collateral. However, when deemed particularly necessary for the achievement of the objectives of the organization, a portion of the endowment may be disposed or pledged as collateral by resolution of the Board of Councilors pursuant to Article 41.3.

Article 12  Payment of Expenses
The organization's expenses are paid with working assets.

Article 13  Fiscal Year

  1. The organization's fiscal year starts on January 1 and ends on December 31 of each year.
  2. First fiscal year of the organization starts from the date of its formation and ends on December 31, 2009, notwithstanding the provisions of the preceding paragraph.

Article 14  Business Planning and Budgeting
1. The organization's business plan, budget and other related documents must be created without delay by the Board of Directors, by the day prior to the start of each fiscal year, finalized by a resolution of the Board of Directors and approved by the Board of Councilors.
2. Business plans, budgets and other documents approved pursuant to the preceding paragraph must be reported to organization members within two months following the start of the fiscal year.
3. Changes to business plans, budgets and other documents approved pursuant to Paragraph 1 must be made by the Board of Directors in accordance with stipulations made by the Board of Councilors and must be promptly submitted to the Board of Councilors.
4. Notwithstanding Paragraph 1, if the budget cannot be finalized due to unavoidable circumstances, revenue and expenditures may be allocated in accordance with the previous year's budget until the new budget is finalized, based on a resolution by the Board of Directors.
5. Revenue and expenditures stated in the preceding paragraph shall be regarded as revenue and expenditures under the new budget.

Article 15  Annual Report and Financial Settlement
The organization's annual report, income statement and asset list must be promptly created by the Board of Directors after the end of each fiscal year, audited by the auditors, approved by the Board of Directors and approved by the Board of Councilors at their regular meeting.

Article 16  Special Accounting
1. The organization may establish special accounting practices by resolution of the Board of Councilors when necessary to conduct its activities.
2. Special accounting practices stated in the preceding paragraph shall be kept distinct from regular accounting practices.

Article 17  Disposal of Excess Revenue and Surplus
1. When the organization's financial settlement results in excess revenue, the amount shall be transferred in part or full to the endowment or carried forward to the next fiscal year, based on a resolution by the Board of Councilors.
2. When the organization's financial settlement results in a surplus, it shall not be allocated, but rather shall be transferred in part or full to the endowment or carried forward to the next fiscal year pursuant to the preceding paragraph.

Article 18  Accounting Principles
The organization's accounting shall follow generally accepted accounting principles for public-interest corporations.

Chapter 4  Membership

Article 19  Types of Members
1. The organization shall have individual members and corporate members.
2. Individual members shall be natural persons who agree with the objectives of the organization and join the membership.
3. Corporate members shall be legal persons or groups that agree with the objectives of the organization and join the membership.
4. Each corporate member shall appoint a representative and notify the organization in writing to take charge of the organization's activities and participate in its activities.

Article 20  Admission
1. Individuals or organizations wishing to become members of the organization shall follow admission procedures in accordance with membership rules stipulated elsewhere by the Board of Councilors and shall pay the prescribed membership dues.
2. Information on membership qualifications, rights, duties, withdrawal, expulsion and other matters shall be pursuant to the membership rules.

Chapter 5  Councilors

Article 21  Councilors
The organization shall have between three and 30 councilors.

Article 22  Founding Councilors
The following individuals are the organization’s founding councilors.
1) Toshimasa Yamazaki
2) Naoki Tokuda
3) Satoshi Kuroda

Article 23  Duties
The councilors make up the Board of Councilors. They are responsible for deliberating and making resolutions on matters stipulated in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter, “General Incorporated Associations/Foundations Act”) and on matters stipulated in these Articles of Association and for exercising individual rights established by law.

Article 24  Appointment
1. Councilors are appointed by member vote in accordance with election management rules stipulated elsewhere by the Board of Councilors.
2. Establishment, amendment and repeal of election management rules requires a resolution pursuant to Article 41.3.
3. The sum total of any one councilor and that councilor's spouse, relative to the third degree of kinship, or other individual with whom that councilor is specially related shall not exceed two.
4. The sum total of councilors that are executives or employees of the same organization or share a close, equivalent relationship shall not exceed one.

Article 25  Election Committee and Nomination Committee
The organization establishes an Election Committee and Nomination Committee when holding elections. Election Committee and Nomination Committee members shall be selected from among the organization's members in accordance with election management rules.

Article 26  Prohibition on Concurrent Appointments
Councilors may not concurrently serve as organization directors, auditors or employees.

Article 27 Term of Office
1. The term of office of councilors shall be until the close of the final regular meeting of the Board of Councilors for the fiscal year ending within six years of appointment. However, councilors may be reappointed.
2. Half of the councilors are elected every three years.

Article 28  Resignations: Councilors Selected from among Individual Members
1. Councilors selected from among individual members may offer their resignation if it becomes exceedingly difficult for them to continue their duties as a councilor of the organization.
2. When a councilor offers his resignation pursuant to the preceding paragraph, it shall be recognized by resolution of the Board of Councilors.

Article 29  Resignations: Councilors Selected from among Corporate Members
1. If it becomes exceedingly difficult for councilors selected from among corporate members to continue their duties as a councilor of the organization due to changes while in office or to resigning from the member company, the company may recommend a replacement to fill the vacancy until the end of the term.
2. When recommendations pursuant to the preceding paragraph are made, the replacement councilor shall be appointed and take the place of the resigning councilor by resolution of the Board of Councilors.
3. The term of office of the replacement shall be until the end of the term of office of the councilor being replaced.

Article 30  Vacancies
1. If vacancies cause the number of councilors to fall below the lower limit stipulated in Article 21, new councilors must be promptly appointed via an election.
2. Councilors that have fulfilled their term of office or have resigned their appointment must conduct their duties until new councilors are appointed pursuant to the preceding paragraph. Such councilors shall have all the rights and obligations of active councilors.

Article 31  Dismissal
1. When any of the following applies to a councilor, that councilor may be dismissed by resolution pursuant to Article 41.3.
1) Duties are violated or neglected
2) Physical or mental limitations hinder job performance or make it impossible
3) Actions are recognized to have violated the code of ethics stipulated in Article 5 or as being inappropriate for a councilor of the organization
2. When dismissing a councilor pursuant to Item 2 of the preceding paragraph, the councilor must be notified in advance and must be given the opportunity to explain himself at the meeting of the Board of Councilors at which dismissal will be decided.

Article 32 Compensation
1. Councilors are not compensated.
2. Payments may be made to councilors for expenses necessary for them to perform their duties.
3. Necessary matters pertaining to the preceding paragraph shall be in accordance with officer compensation rules stipulated elsewhere by resolution of the Board of Councilors.

Chapter 6  Board of Councilors

Article 33 Composition of the Board of Councilors
1. The organization has a Board of Councilors.
2. The Board of Councilors is made up of all councilors.
3. The administrative director may attend and speak at meetings of the Board of Councilors, but does not have voting rights.
4. When necessary, related parties may be requested to attend meetings of the Board of Councilors at the discretion of the chairman.

Article 34  Functions of the Board of Councilors
1. The Board of Councilors decides on matters stipulated in the General Incorporated Associations/Foundations Act and matters established by these Articles of Association.
2. The Board of Councilors supervises the execution of public-interest activities stipulated in Article 7.2.
3. Due to the obligation stated in the preceding item, the Board of Councilors delegates responsibility for planning public-interest activities to the Planning Committee.
4. The Board of Councilors may establish rules not included in these Articles of Association by resolution as necessary in order to facilitate the organization's activities.

Article 35  Resolutions
The Board of Councilors makes decisions on the following matters.
1) Approval of the annual report and financial statements for each fiscal year
2) Approval of plans and budgets for each fiscal year
3) Decisions on execution of the organization's public-interest activities
4) Disposition methods for the asset list and surplus
5) Appointment of officers, etc.
6) Dismissal of councilors
7) Dismissal of officers, etc.
8) Changes to the Articles of Association
9) Disposition of the endowment
10) Exemption of councilors and officers, etc. from damage liability, in part or full
11) Full transfer of activities
12) Merger (approval of merger agreements) and dissolution of the organization
13) Appointment and dismissal of a liquidator and representative liquidator for liquidation of the organization
14) Attribution of remaining assets
15) Formulation of rules and regulations necessary for the organization's administration
16) Decisions on compensation for officers, etc.
17) Appointment of document researchers, etc.
18) Continuation following dissolution
19) Other important matters related to the organization's administration

Article 36  Chief Councilor and Deputy Chief Councilors
1. The Board of Councilors has a chief councilor and deputy chief councilors
1) One chief councilor
2) One to two deputy chief councilors
2. The chief councilor and deputy chief councilors are selected by a vote of the councilors.
3. The chief councilor represents the board and chairs board meetings.
4. The deputy chief councilors assist the chief councilor, oversee public-interest activities conducted by the organization, and when the chief councilor is involved in an accident or otherwise absent, conduct the duties of the chief councilor at board meetings in accordance with established procedure.

Article 37  Administration of Board of Councilors
Administration of the Board of Councilors shall be in accordance with administration rules stipulated elsewhere by the Board of Councilors.

Article 38  Meetings of the Board of Councilors
1. Meetings of the Board of Councilors shall consist of regular meetings and extraordinary meetings.
2. Regular meetings are held four times a year and include a meeting that is held within three months following the end of each fiscal year.
3. Extraordinary meetings are held when any of the following circumstances apply.
1) When deemed necessary by the chairman
2) When requested by a majority of councilors after explaining the purpose of the proposed meeting
3) When requested by all directors after explaining the purpose of the proposed meeting
4) When deemed particularly necessary by the administrative director for a reason not stated in the previous three items
4. Dates and times, places and agenda items for meetings of the Board of Councilors are determined by the Board of Directors, and the meetings are convened by the administrative director.
5. Meetings of the Board of Councilors must be convened by issuing notification at least one week prior to the meeting with details in writing on the date and time, place, purpose of the meeting and other matters. Notification by electronic means may take the place of written notification with the consent of the councilors.
6. Councilors may request that a meeting of the Board of Councilors be convened by providing directors with the purpose of the proposed meeting and reasons for convening it.

Article 39  Omission of Convocation Procedures
Notwithstanding the preceding article, the Board of Councilors may convene meetings without following established convocation procedures when the consent of all councilors is obtained.

Article 40  Proposals by Councilors
1. Councilors may request directors to make a certain matter the purpose for convening a meeting of the Board of Councilors up to two weeks prior to the date of the meeting.
2. Councilors may submit agenda items for meetings of the Board of Councilors related to the purpose for holding the meeting. However, this provision shall not apply when the agenda item violates the law or these Articles of Association or when three years have not passed from the date at which the assent of at least one-tenth of councilors eligible to vote on the resolution at board meetings could not be obtained for effectively the same item.
3. Councilors may request that directors include information on agenda items being submitted by councilors related to the purpose for holding the board meeting on the convocation notice and convey that information to councilors up to two weeks prior to the date of the meeting. However, this provision shall not apply when the agenda item violates the law or these Articles of Association or when three years have not passed from the date at which the assent of at least one-tenth of councilors eligible to vote on the resolution at board meetings could not be obtained for effectively the same item.

Article 41  Board Meeting Quorum and Resolution Method
1. Board of Councilor resolutions are made by a majority vote when a majority of councilors eligible to take part in the resolution are in attendance, except in cases of special resolutions stipulated in Paragraph 3 of this article.
2. Councilors with a special interest in the matter up for resolution may not exercise their voting rights on that matter.
3. Resolutions on matters stipulated below require a two-thirds majority vote by councilors eligible to vote on the resolution.
1) Councilor dismissal
2) Officer dismissal
3) Changes to the Articles of Association
4) Disposition of the endowment
5) Full transfer of activities
6) Merger (approval of merger agreements) and dissolution of the organization
7) Appointment and dismissal of a liquidator and representative liquidator for liquidation of the organization
8) Attribution of remaining assets
9) Exemption of officers, etc. from liability
10) Continuation as a general incorporated foundation
11) Establishment, amendment or repeal of election management rules

Article 42  Board of Councilors Voting by Proxy
1. Councilors may not exercise their voting rights by proxy.
2. When councilors are unable to attend board meetings, they may not exercise their voting rights in writing or via electronic means.

Article 43  Damage Liability of Officers, Etc. and Councilors
1. When directors, auditors or councilors neglect their duties, they are responsible for any damages to the organization that results. When an officer, etc. or councilor is liable for damages incurred by the organization or a third-party and other officers, etc. or councilors are also liable for said damages, the liable parties shall be treated as joint obligors.
2. No exemptions from the liability stipulated in the preceding paragraph may be given without the unanimous consent of the councilors.

Article 44  Partial Exemption of Officers, Etc. from Liability
Directors and auditors may be exempted from liability stipulated in Paragraph 1 of the preceding article by resolution of the Board of Councilors pursuant to Article 41.3 when the officer, etc. involved conducted his duties in good faith and was not grossly negligent, up to an amount derived by subtracting the amount of minimum liability stipulated in the General Incorporated Associations/Foundations Act from the amount of damages for which the party is liable.

Article 45 Board of Councilor Minutes
1. Minutes containing the following items must be kept at meetings of the Board of Councilors.
1) Date, time and place
2) Current number of councilors
3) Number of councilors in attendance and their names (including voting proxies)
4) Resolutions
5) Summary of agenda proceedings
6) Matters related to the appointment of signatories to the minutes
7) Other matters stipulated by Ministry of Justice ordinance
2. The minutes must be signed and sealed by the chairman and at least two signatories selected by the Board of Councilors from among councilors in attendance.

Chapter 7  President

 Article 46  The organization shall have one president.  
2. The president is selected from among qualified academic experts recommended by the Board of Councilors.
3. The president embodies the collective will of members affiliated with the organization and has the following duties.
1) Awards ceremonies for contests, etc.
2) Conferral of certification for people passing certification exams
3) Holding of symposiums, general member meetings, etc.
4. The president is not compensated. However, the president may be paid expenses necessary for him to perform his duties based on officer compensation rules stipulated elsewhere by resolution of the Board of Councilors.
5. The president may not serve concurrently as a councilor, director or auditor.

Chapter 8  Planning Committee

Article 47  Planning Committee

  1. The Organization has a Planning Committee as a consultative panel to the Board of Councilors.
  2. The Planning Committee is responsible for planning public-interest activities stipulated in Article 7.2.

3. The Planning Committee is made up of all chairmen and vice-chairmen with responsibility for the committees stipulated in Article 54.
4. Planning Committee members may serve concurrently as councilors.
5. The Planning Committee appoints one chairman and one or two vice-chairmen based on a vote by its members. 

Article 48  Administration of the Planning Committee
Administration of the Planning Committee shall be conducted in accordance with Planning Committee administration rules stipulated elsewhere by the Board of Councilors.

Article 49  Convening the Planning Committee
1. Meetings of the Planning Committee are normally convened every month.
2. Committee meetings are convened by the committee chairman.

Article 50  Planning Committee Chairman and Resolutions
1. The chairman of the Planning Committee shall chair the committee.
2. Planning Committee resolutions are made by a majority vote when a majority of members eligible to vote on the resolution are in attendance.

Article 51  Omission of Planning Committee Resolutions
When a Planning Committee member makes a proposal on a matter to be resolved by the Planning Committee and all members of the Planning Committee eligible to vote on the resolution on the proposal express their agreement in writing or electronically, the proposal shall be regarded as having passed by a resolution of the Planning Committee. However, this provision does not apply when an auditor objects to the proposal.

Article 52  Planning Committee Minutes
1. Minutes containing the following items must be kept at meetings of the Planning Committee.
1) Date, time and place
2) Current number of Planning Committee members
3) Number of members in attendance and their names
4) Resolutions
5) Summary of agenda proceedings
6) Matters related to appointment of signatories to the minutes
2. The minutes must be signed and sealed by the chairman and at least two signatories selected by the Planning Committee from among Planning Committee members in attendance.

Article 53  Compensation
Planning committee members are not compensated. However, payments may be made to Planning Committee members for expenses necessary for them to perform their duties in accordance with officer compensation rules stipulated elsewhere by resolution of the Board of Councilors.

Article 54  Committees
The organization has the following committees under the Planning Committee.
1) TC Symposium Committee
2) Manual Award Committee
3) Research and Industrial-Academic Partnership Committee
4) Committee on Handling Product Information for Foreign Markets and Product Labeling (Foreign Market Committee)
5) Standardization Committee

Article 55  TC Symposium Committee Responsibilities
1. The TC Symposium Committee is responsible for promoting TC symposiums held by the organization and related events.
2. Activities and administration, etc. of the TC Symposium Committee are conducted in accordance with TC Symposium Committee rules stipulated by the Board of Councilors.

Article 56  Manual Award Committee Responsibilities
1. The Manual Award Committee is responsible for promoting manual contests held by the organization and related events.
2. Activities and administration, etc. of the Manual Award Committee are conducted in accordance with Japan Manual Award Committee rules stipulated by the Board of Councilors.

Article 57  Research and Industrial-Academic Partnership Committee Responsibilities
1. The Research and Industrial-Academic Partnership Committee is responsible for promoting academic research conducted by the organization and collaborative research by academia and industry.
2. Activities and administration, etc. of the Research and Industrial-Academic Partnership Committee are conducted in accordance with Research and Industrial-Academic Partnership Committee rules stipulated by the Board of Councilors.

Article 58  Responsibilities of Committee on Handling Product Information for Foreign Markets and Product Labeling
1. The Committee on Handling Product Information for Foreign Markets and Product Labeling is responsible for considering and implementing measures related to information on products for foreign markets and product labeling at the organization. The committee is abbreviated as the Foreign Market Committee.
2. Activities and administration, etc. of the Foreign Market Committee are conducted in accordance with Foreign Market Committee rules stipulated by the Board of Councilors.

Article 59  Standardization Committee Responsibilities
1. The Standardization Committee is responsible for formulating information-related standards and specifications for Japan and overseas.
2. Activities and administration, etc. of the Standardization Committee are conducted in accordance with Standardization Committee rules stipulated by the Board of Councilors.

Chapter 9  Directors

Article 60  Types and Number
1. The organization shall have between three and 10 directors.
2. One director shall be the administrative director.
3. One director shall be the managing director.
4. Up to five directors may be executive directors as necessary.

Article 61  Founding Directors
The following individuals are the organization’s founding directors.
1) Hiraku Amemiya
2) Kiyohisa Minowa
3) Shigeru Tsuge

Article 62  Appointment
1. Directors are appointed by resolution of the Board of Councilors.
2. The administrative director, managing director and excecutive directors are selected by a vote of directors at a meeting of the Board of Directors.
3. Directors may not serve concurrently as councilors or auditors.
4. The sum total of any one director and that director's spouse, relative to the third degree of kinship, or other individual with whom that director is specially related shall not exceed one-third of the total number of directors.
5. The sum total of directors that are executives or employees of the same organization or share a close, equivalent relationship shall not exceed one-third of the total number of directors.

Article 63  Duties
1. Directors make up the Board of Directors and execute the organization's business. Directors are responsible only for executing public-interest activities stipulated in Article 7.2 that are planned by the Planning Committee. Directors are responsible for executing the activities stipulated in Article 7.1 (this does not include items stipulated in Paragraph 2 of Article 7) based on a resolution by the Board of Councilors.
2. The administrative director represents the organization and oversees its activities.
3. The managing director manages the secretariat.
4. Executive directors execute business stipulated by the Board of Directors.

Article 64  Term of Office
1. The term of office of directors shall be until the close of the final regular meeting of the Board of Councilors for the fiscal year ending within two years of appointment. However, directors may be reappointed.
2. If the number of directors falls below the lower limit stipulated in Article 60, directors that have fulfilled their term of office or have resigned their appointment retain the rights and obligations of directors until new directors appointed by resolution of the Board of Councilors take office.
3. If the position of administrative director becomes vacant, the administrative director who fulfilled his term of office or resigned his appointment continues to have the rights and obligations of the administrative director until a newly appointed administrative director takes office.
4.
The term of office of directors appointed to fill vacancies shall be the remaining term of the office of the previous officeholder or current directors.

Article 65  Dismissal
1. When any of the following applies to a director, that director may be dismissed by resolution pursuant to Article 41.3.
1) Duties are violated or neglected
2) Physical or mental limitations hinder job performance or make it impossible
2. When dismissing a director pursuant to Item 2 of the preceding paragraph, the director must be notified in advance and must be given the opportunity to explain himself at the meeting of the Board of Councilors at which dismissal will be decided.

Article 66  Compensation
1. Directors are not compensated. However, the administrative director, managing director and executive directors may be compensated in amounts established by resolution of the Board of Councilors.
2. Payments may be made to directors for expenses necessary for them to perform their duties.
3. Necessary matters pertaining to the preceding paragraph shall be in accordance with officer compensation rules stipulated elsewhere by resolution of the Board of Councilors.

Chapter 10  Board of Directors

Article 67  Composition
1. The organization has a Board of Directors.
2. The Board of Directors is made up of all directors.
3. Auditors may attend and express their opinions at meetings of the Board of Directors.

Article 68  Responsibilities of the Board of Directors
1. The Board of Directors has the following responsibilities.
1) Decisions on business execution related to the organization’s activities
2) Oversight of work by the administrative director, managing director and executive directors
3) Selection and dismissal of the administrative director, managing director and executive directors
2. The Board of Directors may not entrust the following matters or decisions on important business to a director.
1) Disposition and receiving of important assets
2) Large loans
3) Selection and dismissal of important employees
4) Establishment, change or abolition of secondary business offices or other important organizational units
5) Development of systems to ensure director performance complies with the law and Articles of Association and other systems stipulated by Ministry of Justice ordinance as necessary for ensuring the appropriateness of the organization’s activities
6) Partial exemption from liability pursuant to Article 114.1 of the General Incorporated Associations/Foundations Act, which correspondingly applies based on Article 198 of the act

Article 69  Administration of the Board of Directors
Administration of the Board of Directors shall be in accordance with Board of Director rules stipulated elsewhere by the Board of Directors.

Article 70  Convening the Board of Directors
1. Meetings of the Board of Directors consist of regular meetings and extraordinary meetings.
2. Regular meetings of the Board of Directors are held every month.
3. Extraordinary meetings of the Board of Directors are held when any of the following circumstances apply.
1) When deemed necessary by the Board of Directors
2) When requested by any of current directors after explaining the purpose of the proposed meeting
3) When requested by any of auditors after explaining the purpose of the proposed meeting
4) When deemed particularly necessary by the administrative director for a reason not stated in the previous three items
4. Meetings of the Board of Directors are convened by the administrative director.
5. When convening meetings of the Board of Directors, notification must be issued in writing with information on the date, time, place, purpose for the meeting and other details at least seven days prior to the meeting. However, this provision does not apply when the matter is urgent and the meeting is convened according to procedures established in advance by the Board of Directors.
6. The administrative director must promptly convene a meeting of the Board of Directors when there is a request pursuant to Item 2 or Item 3 of Paragraph 3.

Article 71  Board Chairman and Resolutions
1. The board is chaired by the administrative director. However, when there is a request pursuant to Paragraph 3, Item 3 of the preceding article and an extraordinary meeting of the Board of Directors is held, the chairman shall be decided by a vote of directors in attendance.
2. Board of Director resolutions are made by majority vote when a majority of directors eligible to vote on the resolution are in attendance.

Article 72  Omission of Board of Director Resolutions
When a director makes a proposal on a matter to be resolved by the Board of Directors and all directors eligible to vote on the resolution on the proposal express their agreement in writing or electronically, the proposal shall be regarded as having passed by a resolution of the Board of Directors. However, this provision does not apply when an auditor objects to the proposal.

Article 73  Board of Director Minutes
1. Minutes containing the following items must be kept at meetings of the Board of Directors.
1) Date, time and place
2) Current number of directors
3) Number of directors in attendance and their names
4) Resolutions
5) Summary of agenda proceedings
6) Matters related to the appointment of signatories to the minutes
7) Other matters stipulated by Ministry of Justice ordinance
2. The minutes must be signed and sealed by the chairman and at least two signatories selected by the Board of Directors from among directors in attendance.

Article 74  Departments
The organization has the following departments that are responsible for revenue-generating activities necessary to fulfill the organization’s objectives. Each department is headed by a managing director.
1) Seminar Department
2) Certification Department
3) Trustee Business Department
4) Publishing Department

Chapter 11  Auditing and Advising

Article 75  Number of Auditors
1. The organization shall have between one and three auditors by resolution of the Board of Councilors.
2. If the number of auditors is two or three, one of them is selected from among the organization’s members on the recommendation of the Board of Councilors.

Article 76  Founding Auditor
The following person is the founding auditor.
Hiroko Ichida

Article 77  Term of Office
1. The term of office of auditors shall be until the close of the final regular meeting of the Board of Councilors for the fiscal year ending within two years of appointment. However, auditors may be reappointed.
2. If the number of auditors falls below the lower limit stipulated in Article 75.1, auditors that have fulfilled their term of office or have resigned their appointment retain the rights and obligations of auditors until new auditors appointed by resolution of the Board of Councilors take office.
3. The term of office of auditors appointed to fill vacancies shall be the remaining term of office of the previous officeholder or current auditors.

Article 78  Dismissal
1. When any of the following applies to an auditor, that auditor may be dismissed by resolution of the Board of Councilors pursuant to Article 41.3 when a majority of councilors eligible to vote on the resolution are in attendance.
1) Duties are violated or neglected
2) Physical or mental limitations hinder job performance or make it impossible
2. When dismissing an auditor pursuant to Item 2 of the preceding paragraph, the auditor must be notified in advance and must be given the opportunity to explain himself at the meeting of the Board of Councilors at which dismissal will be decided.

Article 79  Advisors
The organization may appoint advisors. Advisors are commissioned based on recommendations by the Board of Councilors. 

Article 80  Compensation
1. Auditors and advisors are not compensated. However, auditors affiliated with accounting firms and advisors affiliated with law firms may be compensated in amounts established by resolution of the Board of Councilors.
2. Payments may be made to auditors and advisors for expenses necessary for them to perform their duties.
3. Necessary matters pertaining to the preceding paragraph shall be in accordance with officer compensation rules stipulated elsewhere by resolution of the Board of Councilors.

Chapter 12  Changes to the Articles of Association, Merger and Dissolution

Article 81  Changes to the Articles of Association
1. These Articles of Association may be changed by resolution of the Board of Councilors pursuant to Article 41.3.
2. Even Article 6 (Objectives), Article 24 (Appointment of Councilors) and Article 31 (Dismissal of Councilors) may be changed by resolution of the Board of Councilors pursuant to Article 41.3.

Article 82  Merger, Etc.
The organization may merge with another organization under the General Incorporated Associations/Foundations Act, or transfer or abolish its activities in part or full by resolution pursuant to Article 41.3.

Article 83  Dissolution
1. The organization shall be dissolved for the following reasons based on Article 202 of the General Incorporated Associations/Foundations Act.
1) When it becomes impossible for the organization to fulfill its objectives
2) When total assets fall below ¥3 million
3) Merger
4) Decision made to begin bankruptcy proceedings
5) There is a court order to dissolve the organization
2. When dissolving the organization in accordance with the preceding paragraph, there must be a resolution pursuant to Article 41.3.

Article 84  Disposition of Remaining Assets
1. Assets that remain when the organization is dissolved will belong to the national government or local government body, or one of the following types of organizations whose business is similar to that of the organization, following a resolution pursuant to Article 41.3.
1) Public-interest association or foundation
2) Corporation listed in Article 5.17.1-7 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations
2. The organization’s founders do not have the right to receive remaining assets.

Chapter 13  Committees

Article 85  Committees
1. The organization may create committees other than those stated in these Articles of Association in order to facilitate execution of the organization’s activities.
2. Committees survey, research or deliberate on matters related to their objective.
3. Matters related to a given committee shall be in accordance with the rules for that committee established elsewhere by the Board of Councilors.

Chapter 14  Secretariat

Article 86  Secretariat
1. The organization has a secretariat in order to process its business.
2. The secretariat is overseen by the administrative director and managed by the managing director.
3. The secretariat is staffed with necessary staff members.

Article 87  Records and Documents
1. The following records and documents must always be kept at the secretariat.
1) Articles of Association
2) List of directors, auditors and councilors
3) Documents related to authorization, accreditation and registration
4) Documents related to minutes from bodies stipulated in the Articles of Association (Board of Directors, Planning Committee and Board of Councilors)
5) List of assets
6) Officer compensation rules
7) Business plans and budgets
8) Annual reports and financial statements
9) Other records and documents stipulated by law
2. Access to records and documents, etc. listed in the preceding paragraph shall be in accordance with the law and information disclosure rules stipulated in Article 88.2

Chapter 15  Information Disclosure and Protection of Personal Information

Article 88  Information Disclosure
1. The organization shall actively disclose information on its activities, administration, finances, etc. in order to promote fair and open activities.
2. Necessary matters related to information disclosure shall be in accordance with information disclosure rules stipulated elsewhere by resolution of the Board of Councilors.

Article 89  Protection of Personal Information
1. The organization shall make every effort to protect personal information obtained during the course of its activities.
2. Necessary matters related to the protection of personal information shall be in accordance with personal information protection rules stipulated elsewhere by resolution of the Board of Councilors.

Article 90  Public Notices
The organization shall conduct public notices electronically.

December 11, 2008