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Articles of Incorporation

Articles of Incorporation, Japan International Cooperation Center

Section 1 General Provisions

(Naming)
Article 1
This corporation shall be named Ippan Zaidanhojin Nihon Kokusai Kyoryoku Senta, and in the English language shall be called the Japan International Cooperation Center.
(Offices)
Article 2
The primary office of the corporation shall be in Shinjuku-ku, Tokyo.

Section 2 Objectives and Activities

(Objectives)
Article 3
This corporation shall have the objective of contributing to the development of the global society through activities pertaining to strengthening mutually beneficial relationships between Japan and other nations.
(Activities)
Article 4
  1. In order to achieve the objectives of the preceding Article, this corporation shall engage in the following activities:
    1. Program/Project planning, study, research, implementation and evaluation of international cooperation activities (technical cooperation, etc.)
    2. Program/Project planning, study, research, implementation and evaluation of activities pertaining to overseas student program
    3. Program/Project planning, study, research, implementation and evaluation of international exchange program
    4. Travel arrangement for (1) , (2) and (3) above licensed under Travel Agency Act
    5. In addition to the items listed above, activities required to achieve the objectives of this corporation
  2. Activities in the preceding paragraph shall be conducted in Japan and overseas.

Section 3 Assets and Accounts

(Basic Assets)
Article 5
  1. Basic assets of this corporation shall be prescribed by the Board of Executive Directors as essential to conduct activities to achieve the objectives of this corporation.
  2. Basic assets shall be under duty of care of a competent manager, as specified separately by Advisory Committee; approval of the Board of Executive Directors and Advisory Committee shall be required in advance when intending to dispose of or eliminate any portion of the corporation’s basic assets.
(Fiscal Year)
Article 6
The fiscal year of this corporation shall from April 1st of each year through March 31st of the following year.
(Activities Plan and Revenue and Expenditure Budget)
Article 7
  1. The Activities Plan and Revenue and Expenditure Budget of this corporation shall be prepared by the President and approved by the Board of Executive Directors by the day immediately preceding the starting date of every fiscal year. The same shall apply in the event alterations thereof are attempted.
  2. The document set forth in the preceding paragraph shall be kept in the principal office until the conclusion of the relevant fiscal year.
(Activities Report and Account Settlement)
Article 8
  1. Activities reports and accounts settlements of this corporation shall, after completion of each fiscal year, be created by the President, audited by the Auditor(s), and then approved by the Board of Executive Directors.
    1. Activities Report
    2. Supplementary specifications to the activities report
    3. Balance sheet
    4. Statement of profit and loss (Net assets variation statement)
    5. Annexed specification to the balance sheet and statement of profit and loss (Net assets variation statement)
  2. Documents (1), (3) and (4) listed in the preceding paragraph shall be submitted to a regular meeting of the Advisory Committee, where the document (1) shall have its contents reported, and the others shall be approved.
  3. In addition to the documents provided in the Paragraph 1, auditing reports shall be kept in the principal office for five (5) years, and the Articles of Incorporation shall be kept in the principal office.

Section 4 Advisory Committee Members

(Number of Advisory Committee Members)
Article 9
The Advisory Committee of the corporation shall consist of five (5) to twelve (12) members.
(Election and Removal of Advisory Committee Members)
Article 10
Advisory Committee members shall be elected and removed by the Advisory Committee, in accordance with the provisions of Article 179 through Article 195 of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "Corporation Act").
(Terms of Advisory Committee Members)
Article 11
  1. Each Advisory Committee member shall serve his/her term until completion of the regular Advisory Committee meeting on the final matters in the relevant fiscal year completed within four (4) years after election of the said member.
  2. The term of an Advisory Committee member selected to fill a vacancy caused by removal of an Advisory member before completion of their term shall be for the remainder of the term of the removed Advisory Committee member.
  3. Advisory Committee members shall retain the rights and obligations of Advisory Committee members beyond removal or completion of a term until the accession of the newly elected members, in the event of an insufficient number of members as provided in Article 9.
(Compensation of Advisory Committee Members)
Article 12
Advisory Committee members may receive compensation, calculated under the standard for delivery of compensation separately specified by the Advisory Committee, which shall total not more than five (5) million yen per fiscal year per member.

Section 5 Advisory Committee

(Composition)
Article 13
The Advisory Committee is composed of all Advisory Committee members.
(Authority)
Article 14
The Advisory Committee shall make resolutions on the following matters:
  1. Election or removal of Executive Directors and Auditors
  2. Amount of compensation, etc. for Executive Directors and Auditors
  3. Election or removal of Advisory Committee members
  4. Standards of compensation, etc. for the Advisory Committee members
  5. Approval of the balance sheet and statement of profit and loss (Net assets variation statement)
  6. Alteration of the Articles of Incorporation
  7. Disposition of residual property
  8. Approval of disposition or elimination of the basic assets
  9. Others specified by the applicable laws or these articles of incorporation as matters to be resolved by the Advisory Committee.
(Convocation)
Article 15
Advisory Committee meetings shall be convened once in June every year as a regular meeting, and at other times whenever deemed necessary.
(Convention)
Article 16
  1. The Advisory Committee meetings shall be convoked by the President upon resolution of the Board of Executive Directors, unless otherwise provided by the applicable laws.
  2. The Advisory Committee members may demand that the President convene an Advisory Committee meeting by disclosing the matters that form the purpose of the Advisory Committee meeting, and the reasons for the convocation.
  3. When intending to convene the Advisory Committee, the President shall give notice in writing to the Advisory Committee members at least seven (7) days prior to the day of the meeting stating the date, venue, the purpose of the meeting, and other relevant matters.
  4. Notwithstanding the provision of the preceding paragraph, an Advisory Committee meeting may be held without undertaking the convocation procedures if the consent of the Advisory Committee members has been obtained.
(Resolution)
Article 17
  1. Resolutions by the Advisory Committee must be passed by a majority of members present at an Advisory Committee meeting where the majority of the Advisory Committee members are present excluding the votes of those members with specific interests to the resolution.
  2. Notwithstanding the provision of the preceding paragraph, the following resolutions shall be made by a majority of two-thirds or more of the Advisory Committee members excluding the votes of those members with specific interests to the resolution:
    1. Removal of Auditors
    2. Standards of compensation, etc. for the Advisory Committee members
    3. Alteration of the Articles of Incorporation
    4. Approval of disposition or elimination of the basic assets
    5. Others specified by any applicable laws
  3. In resolving elections of Executive Directors or Auditors, resolution of the Paragraph 1 of this Article shall be made for each candidate. In case where the total number of candidates for Executive Directors or Auditors exceeds the number provided in Article 21, election shall be made in descending order of number of votes obtained to reach the designated number of representatives among the candidates who obtained a majority of votes.
(Omission of Resolution)
Article 18
In a case where Executive Directors submit a proposal with respect to a matter which is the purpose of the Advisory Committee meeting, if all Advisory Committee members who may exercise their votes with respect to such matter manifest their intention to agree to such proposal in writing or by means of Electromagnetic Records, it shall be deemed that the resolution to approve such proposal at the Advisory Committee has been made.
(Omission of Reporting)
Article 19
In a case where the Executive Directors submit a notice to all Advisory Committee members with respect to a matter which shall be reported to the Advisory Committee, if all Advisory Committee members manifest their intention in writing or by means of Electromagnetic Records to agree to the unnecessity of reporting the matter to the Advisory Committee, it shall be deemed that reporting of the matter to the Advisory Committee has been made.
(Minutes)
Article 20
  1. Minutes shall be prepared with respect to the proceedings of the Advisory Committee Meetings pursuant to the provisions of any applicable laws.
  2. The Advisory Committee member chairing the meeting and two (2) signers of the minutes selected from the attending Advisory Committee members shall sign and seal the minutes of the preceding paragraph.

Section 6 Executives, etc.

(Assignment of Executives)
Article 21
  1. This corporation shall have the following executive positions:
    1. Executive Directors: four (4) to eight (8) persons
    2. Auditor(s): 1 or 2 persons
  2. One of the Executive Directors shall be President.
  3. One (1) Senior Vice President and/or one (1) Vice President may be assigned from among the Executive Directors.
  4. The President referred to in Paragraph 2 shall be a Representative Director person stipulated under the Corporation Act; and the Senior Vice President and Vice President in the preceding paragraph shall be Corporate Officer(s) under Article 91, paragraph 1, item 2 of the said Act.
(Election of Executives)
Article 22
  1. Executive Directors and Auditors shall be elected by a resolution of the Advisory Committee.
  2. The President, Senior Vice President and Vice President shall be elected from among the Executive Directors by a resolution of the Advisory Committee.
  3. Among Executive Directors, the total number of persons- including an Executive Director and his/her spouse, any relative within three degrees of kinship, or other persons who have special relationship with the said person- shall not exceed one-third of the total number of Executive Directors.
(Executive Duties and Authorities)
Article 23
  1. Executive Directors shall compose the Board of Executive Directors and perform their duties provided according to these Articles of Incorporation and any applicable laws.
  2. The President shall represent this corporation and perform his/her duties as provided in these Articles of Incorporation and any applicable laws. The Senior Vice President and the Vice President shall perform their duties of this corporation in a shared manner as specified separately by the Board of Executive Directors.
  3. The President, Senior Vice President and Vice President shall report the status of the execution of their duties to the Board of Executive Directors at least twice every fiscal year, at an interval of four (4) months or longer.
(Auditor Duties and Authorities)
Article 24
  1. The Auditor(s) shall audit the execution of the duties of the Executive Directors, and shall prepare an audit report pursuant to the provisions of any applicable laws.
  2. The Auditor(s) may at any time request reports on the execution of their duties from the Executive Directors and employees, or investigate the status of the operations and the financial status of this corporation.
(Terms of Executives)
Article 25
  1. Each Executive Director shall serve his/her term till completion of the regular Advisory Committee meeting on the final matters in the relevant fiscal year which is completed within two (2) years after election of the said Director.
  2. Each Auditor shall serve his/her term till the completion of the regular Advisory Committee meeting on the final matters in the relevant fiscal year which is completed within four (4) years after election of the said Auditor.
  3. The term of an Executive Director or an Auditor selected to fill a vacancy shall be the remainder of the term of the Executive Director or Auditor being replaced.
  4. In the event of an insufficient number of officers as provided in Article 21, Executive Directors or Auditors shall retain the rights and obligations of Executive Directors or Auditors beyond completion of their term or removal, until the accession of the newly elected representative to take their place.
(Removal of Executives)
Article 26
When any one of the following items applies to an Executive Director or an Auditor, that Executive Director or Auditor may be removed by resolution of the Advisory Committee:
  1. he/she has breached professional obligations or neglected duties to the corporation.
  2. he/she has difficulty in, or is unable to cope with, the execution of duties due to mental or physical disorder.
(Compensation, etc. of Executives)
Article 27
Executive Directors and Auditors may receive compensation calculated under the standard for delivery of compensation separately specified by the Advisory Committee, which shall be within the amount separately specified by the Advisory Committee.
(Exemption for Liability for Damages of Executives, etc.)
Article 28
This corporation may, pursuant to the provision of the Article 114, paragraph 1 of the Act as applied mutatis mutandis pursuant to Article 198 of the Corporation Act, exempt liability for the failure of executives, etc. to perform their duties, by a resolution of the Board of Executive Directors, up to the maximum amount provided by any applicable laws.
(Liability Limitation Contract of External Executives)
Article 29
This corporation may, pursuant to the provision of the Article 115, paragraph 1 of the Act as applied mutatis mutandis pursuant to Article 198 of the Corporation Act, conclude contract with external Executive Directors or external Auditors limiting liability for damages for failure to perform their duties. However, the maximum amount shall be the higher amount of either the predetermined amount not less than one hundred thousand(100,000) yen upon conclusion of the contract, or the minimum Amount of limit of Liability provided in any applicable laws.
(Advisors)
Article 30
  1. This corporation may have one (1) or two (2) Advisor(s).
  2. Advisors shall be appointed, with the consent of the Board of Executive Directors, by the President from among qualified experts and specialists.
  3. Advisors may offer opinions in response to consultation by the President or by attending meetings.
  4. Compensation may be delivered to the Advisors, calculated under the standard for delivery of compensation separately specified by the Board of Executive Directors, which shall be within the amount separately specified by the Board of Executive Directors.

Section 7 Board of Executive Directors

(Composition)
Article 31
The Board of Executive Directors shall be composed of all Executive Directors.
(Authorities)
Article 32
The Board of Executive Directors shall perform the following duties:
  1. Resolutions on performance of operations of this corporation
  2. Supervision of the execution of duties by the Executive Directors
  3. Election and removal of the President, Senior Vice President and Vice President
(Convocation)
Article 33
The Board of Executive Directors meetings shall be convened at least twice every fiscal year at an interval of four(4) months or longer.
(Convention)
Article 34
  1. The Board of Executive Directors shall be convened by the President.
  2. If the position of the President is vacant or the President is unable to perform his/her duties, one of the other Executive Directors shall convene the Board of Executive Directors.
  3. When intending to convene the Board of Executive Directors, the President shall give written notice to each Executive at least seven (7) days prior to the day of the meeting stating the date, venue, the purpose of the meeting and other necessary matters.
  4. Notwithstanding the provision of the preceding paragraph, the Board of Executive Directors meetings may be held without the above convocation procedures, if the consent of the Executive Directors and Auditors has been obtained.
(Chair)
Article 35
The President shall chair the Board of Executive Directors meetings. However, in the event that the President is absent, the Senior Vice President and Vice President shall perform the duties of the chair.
(Resolution)
Article 36
A resolution of the Board of Executive Directors shall be made by a majority of the Executive Directors present, at the meeting where the majority of the Executive Directors excluding those Executive Directors with specific interests to the resolution are present.
(Omission of Resolution)
Article 37
In a case where Executive Directors submit a proposal with respect to a matter which is the purpose of the Board of Executive Directors meeting, if all Executive Directors who may exercise their votes with respect to such matter manifest their intention to agree to such proposal in writing or by means of Electromagnetic Records, it shall be deemed that the resolution to approve such proposal at the Board of Executive Directors has been made, however, that this shall not apply where an Auditor makes an objection.
(Omission of Reporting)
Article 38
  1. In a case where Executive Directors or Auditors submit notification to all Executive Directors and Auditors with respect to a matter which shall be reported to the Board of Executive Directors, reporting the said matter to the Board of Executive Directors meeting shall not be required.
  2. The preceding paragraph shall not apply to required reporting prescribed in the provision of Article 23, paragraph 3.
(Minutes)
Article 39
  1. Minutes shall be prepared with respect to the proceedings of the Board of Executive Directors Meetings pursuant to the provisions of any applicable laws.
  2. The attending President and Auditors shall sign and seal the minutes of the preceding paragraph. However, in the event that the President is absent, all the attending Executive Directors and Auditors shall sign and seal the said minutes.

Section 8 Alteration of the Articles of Incorporation and Dissolution

(Alteration of the Articles of Incorporation)
Article 40
  1. These Articles of Incorporation may be altered by a resolution of the Advisory Committee.
  2. The provision of the preceding paragraph shall also apply to Articles 3, 4 and 10 of these Articles of Incorporation.
(Dissolution)
Article 41
This corporation shall be dissolved when successful completion of the activities defined as its Objectives become impossible due to loss of its basic assets or for other reasons established in any applicable laws.
(Limitation in Distribution of Surplus)
Article 42
This corporation may not distribute monetary surplus funds.
(Vesting of Residual Assets)
Article 43
Residual Assets owned by this corporation in case of its liquidation shall, by resolution of the Advisory Committee, be donated to any corporation listed in Article 5, paragraph 17 in the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, the national government, or any local government.

Section 9 The Method of Giving Public Notice

(The Method of Giving Public Notice)
Article 44
The method of giving public notice of this corporation shall be a publication in an official gazette.

Section 10 Auxiliary Provisions

(Devolution)
Article 45
In addition to those stipulated in these Articles of Incorporation, any matters necessary for the operation of this corporation shall, by resolution of the Board of Executive Directors, be specified separately by the President.

Supplementary Provisions

  1. These Articles of Incorporation shall come into effect from the date of registration of establishment of the general corporation specified in Article 106, paragraph 1 of the Act applied mutatis mutandis pursuant to Article 121, paragraph 1 of the Act on the Arrangement, etc. of Relevant Acts with the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations.
  2. In a case where registration of dissolution of a special private corporation, which is referred to as former public-interest corporation, and registration of establishment of a general corporation, specified in Article 106, paragraph 1 of the Act applied mutatis mutandis pursuant to Article 121, paragraph 1 of the Act on the Arrangement, etc. of Relevant Acts with the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, are made simultaneously, notwithstanding the provisions of Article 6, the day immediately preceding the date of registration of dissolution shall be the last day of the relevant fiscal year, and the date of registration of establishment shall be the starting date of the fiscal year.
  3. The first Representative Director (President) of this corporation shall be Sachiko YAMANO.
    The first Corporate Officer (Vice President) of this corporation shall be Masako KISHIMOTO.