The Articles of Association of IPSJ

The Articles of Association of Information Processing Society of Japan (IPSJ)

NOTE: The Japanese version of the articles is the original, and this English translation is for informative purpose only.

CHAPTER 1 GENERAL PROVISIONS

Article 1 (Name)

The name of the juridical person shall be Ippan Shadan Houjin Joho Shori Gakkai (expressed in English as "Information Processing Society of Japan").

Article 2 (Office)

The principal office of the juridical person shall be located in Chiyoda-ku, Tokyo, Japan.

CHAPTER 2 OBJECTIVE AND BUSINESS

Article 3 (Objective)

The objective of the juridical person shall be to contribute to the development of science, culture and industry through the promotion of academic and technical activities in information processing with a focus on computers and communication.

Article 4 (Business)

The juridical person shall engage in the following business in order to achieve the objective set forth under the preceding article:
(1) Research and surveys on information processing technology, and publication of the results of the research and surveys.
(2) Promotion and practice of information processing technology.
(3) Promotion of the standardization of information processing technology, and its dissemination.
(4) Promotion of human resource development related to information processing.
(5) Participation in, liaison and cooperation with international associations related to information processing.
(6) Liaison and cooperation with associations related to information processing.
(7) Other business necessary to achieve the objective of this juridical person.
The business set forth in the preceding paragraph shall be conducted in Japan and abroad.

CHAPTER 3 MEMBERS AND PARTNERS

Article 5 (Constituent Members of the Juridical Person)

The juridical person shall have the following as its Members:
(1) Regular Members: Individuals who have enrolled agreeing with the objective of the juridical person.
(2) Honorary Members: Individuals who have gained special achievements within the scope of the juridical person's activities and who have been nominated at a general meeting of partners.
(3) Student Members: Individuals who have enrolled agreeing with the objective of the juridical person, who are students currently enrolled in a junior college, a technical college, university undergraduate department, graduate school master's program or doctoral program, or an equivalent school thereto.
(4) Junior Members: Individuals who have enrolled agreeing with the objectives of the juridical person, and who are students currently enrolled in an elementary, lower secondary or upper secondary school, professional training college, junior college, technical college (major of one year or less) or university (third-year undergraduate or less).
(5) Supporting Members: Entities or individuals who have enrolled in order to support the business of the juridical person.
The partners of the juridical person in terms of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "General Incorporated Associations/Foundations Act") shall be Representative Members who have been selected at a rate of one person from among approximately 100 Regular Members.
Representative Members shall be elected through representative member elections by Regular Members. The detailed rules necessary to hold the representative member elections shall be determined by the IPSJ Board of Directors.
Representative Members shall be chosen from among Regular Members. Regular Members may run in the representative member election set forth in the preceding paragraph.
In the representative member election set forth in paragraph 3, Regular Members shall have the right to elect Representative Members equally with other Regular Members. IPSJ Directors and the IPSJ Board of Directors shall not be able to elect Representative Members.
The representative member election set forth in paragraph 3 shall be carried out every February, and the term of office of Representative Members shall be for one year from April 1 to March 31 of the following year; provided, however, that if a Representative Member has filed an action for revocation of a resolution of the general meeting of partners, an action for dissolution, an action to enforce liability or an appeal for dismissal of an officer (including cases of requesting the instigation of an action to enforce liability) as stipulated in the General Incorporated Associations/Foundations Act, the Representative Member shall not lose his or her position as a partner until the lawsuit has been concluded (the Representative Member shall not have voting rights regarding the election or dismissal of officers, or amendment of the articles of association of IPSJ).
If a vacancy arises among Representative Members, the vacancy may be filled promptly through re-election. The term of office of the Representative Member elected owing to the vacancy shall be the for remaining term of the predecessor.
Regular Members may exercise the following rights of partners as stipulated in the General Incorporated Associations/Foundations Act with respect to the juridical person in the same manner as that of Representative Members.
(1) The right to view the articles of association of IPSJ.
(2) The right to view the partners’ register, etc.
(3) The right to view the minutes of the general meeting of partners.
(4) The right to view a partner’s proxy right certificate, etc.
(5) The right to view the record of the exercise of voting rights through electromagnetic means.
(6) The right to view the financial statements, etc.
(7) The right to view the balance sheet, etc. of a corporation under liquidation.
(8) The right to view merger contracts, etc.
IPSJ Directors and IPSJ Auditors are responsible for compensating the juridical person for damages arising from failure to perform their duties, and notwithstanding the provision of exemption from liability for damages through the agreement of all of the partners under the General Incorporated Associations/Foundations Act, this responsibility may not be waived without the consent of all of the Regular Members.

Article 6 (Membership)

Any person who wishes to enroll in this juridical person shall make an application through the method stipulated by the IPSJ Board of Directors, and shall obtain the approval of the Board.
Any person who has been nominated as an Honorary Member at a general meeting of partners shall become a Member on said person giving consent without being required to undergo the membership procedures set forth in the preceding paragraph.

Article 7 (Costs)

Members shall pay the admission fee and annual dues separately determined by a general meeting of partners on becoming a Member and every year thereafter in order to cover the costs incurred on a recurring basis for the operation of the juridical person.
Student Members and Supporting Members shall not be required to pay the admission fee.
Honorary Members shall not be required to pay the admission fee or annual dues.
Junior Members shall not be required to pay the admission fee or annual dues.

Article 8 (Voluntary Withdrawal from Membership)

Members may withdraw from membership voluntarily at any time by submitting the withdrawal notice separately stipulated by the IPSJ Board of Directors.

Article 9 (Expulsion)

Where a Member comes to fall under any one of the following items, such a Member may be expelled through a general meeting of partners attended by one-half (1/2) or more of the total number of Representative Members, by a resolution of two-thirds or more of the voting rights of the total number of Representative Members so present. In this case, the Member shall be notified to the effect that he or she is to be expelled together with the reason therefor at least one week before the general meeting of partners and shall be given the opportunity to give an explanation prior to the resolution at the general meeting of partners.
(1) The Member has violated the articles of incorporation or regulations of the juridical person.
(2) The Member has damaged the reputation of the juridical person or has committed an act contrary to its objective.
(3) Some other legitimate reason for expulsion of the Member has come to exist.
Where a resolution on expulsion has been passed pursuant to the provisions of the preceding paragraph, the subject Member shall be notified of the same.

Article 10 (Forfeiture of Status as a Member)

Other than the cases set forth under the preceding two articles (Voluntary Withdrawal from Membership and Expulsion), where a Member comes to fall under any one of the following items, he or she shall forfeit his or her status as a Member.

(1) The Member has not paid the annual dues for one year or more.
(2) The said forfeiture of the Member's status has received the consent of all of the Members.
(3) The Member has died or has been the subject of a court decision declaring a missing person to be legally dead, or the organization which is a Supporting Member has been dissolved.
(4) The Member has become an adult ward or a person under curatorship.

Article 11 (Rights and Obligations Associated with Forfeiture of Membership)

Where the Member has forfeited his or her status pursuant to the provisions of the preceding Article, he or she shall forfeit the rights held as a Member with respect to the juridical person and shall be exempt from a Member's obligations; provided, however, that he or she shall not be made exempt from unperformed obligations.
Even if a Member forfeits his or her status as a Member, the juridical person shall not refund any admission fees, annual dues or any other contributions which have already been paid.
If a Member who is a Representative Member has forfeited his or her status as a Member pursuant to any of the provisions of Article 8, Article 9 or Article 10, he or she shall also forfeit his or her status as a Representative Member.

CHAPTER 4 GENERAL MEETING OF PARTNERS

Article 12 (Organization)　　

A general meeting of partners shall be composed of all of the Representative Members.

Article 13 (Authority)

A general meeting of partners shall pass resolutions on the following matters:
(1) Expulsion of a Member.
(2) The criteria for membership and the amounts of the annual dues and admission fee.
(3) The appointment or dismissal of IPSJ Directors and IPSJ Auditors.
(4) The remuneration, etc. of IPSJ Directors and IPSJ Auditors or regulations pertaining to the same.
(5) The business report and financial statements for each business year.
(6) Amendment of the articles of association of IPSJ.
(7) Dissolution of the juridical person and disposal of residual assets.
(8) Other matters set forth under laws and regulations or the articles of association of IPSJ to be approved at a general meeting of partners.
Notwithstanding the provisions of the preceding paragraph, at individual general meetings of partners, resolutions may not be adopted on matters other than the purpose described in the document provided for in paragraph 3 of Article 15 (convocation notice).

Article 14 (General Meetings of Partners)

A general meeting of partners shall be held within three months of the end of each business year as a regular general meeting of partners, and shall be held as an extraordinary meeting if any of the following occurs.

(1) A resolution has been passed to hold a meeting by the IPSJ Board of Directors.
(2) Representative Members who holds one-tenth or more of the voting rights of all of the Representative Members request IPSJ President to convene a meeting, indicating the purpose of the general meeting of the partners and the reason for the convocation.

Article 15 (Convocation)

A general meeting of partners shall be convened by IPSJ President pursuant to a resolution of the IPSJ Board of Directors unless otherwise specified in laws and regulations.
If a request pursuant to the provisions of item (2) of the preceding Article has been made, IPSJ President shall send out a notice of convocation of an extraordinary meeting of partners to be held as a general meeting of partners within 30 days of receipt of the request.
If a general meeting of partners is to be convened, IPSJ President shall send out a notice at least one week prior to the convocation date in writing giving the date and time, place and purpose of the meeting; provided, however, that if Representative Members who will not be attending the general meeting of partners is able to exercise his or her voting rights in writing, the notice shall be sent out at least two weeks in advance.

Article 16 (Chair)

IPSJ President shall serve as the chair of the general meeting of partners.

Article 17 (Voting Rights)

The number of voting rights at the general meeting of partners shall be one per Representative Member.

Article 18 (Quorum)

The general meeting of partners shall not be convened unless a majority of the Representative Members are present.

Article 19 (Resolutions)

Resolutions of the general meeting of partners may be passed with a majority vote of the attending Representative Members at a meeting where at least one-half of the Representative Members are present, unless otherwise stipulated in laws or regulations or these articles of association of IPSJ. In the case of a tie, the chair shall decide, but in this case, the chair shall not be able to participate in the resolution as a Representative Member.
Notwithstanding the provisions of the preceding paragraph, the following resolutions may be made with a two-thirds majority vote of the representative members at a meeting where at least one-half of the representative members are present.
(1) Expulsion of a Member.
(2) Dismissal of a IPSJ Director or IPSJ Auditor.
(3) Changes to the articles of association of IPSJ.
(4) Dissolution or disposition of residual assets.
(5) Other matters stipulated in laws and regulations or in these articles of association of IPSJ.
When passing a resolution to appoint a IPSJ Director or IPSJ Auditor, the resolution set forth in paragraph 1 shall be passed for each candidate.

Article 20 (Proxy Voting and Written Resolutions)

A Representative Member who is unable to attend a general meeting of partners may exercise his or her voting rights for the general meeting of partners with another Representative Member acting as a proxy. In this case, the Representative Member shall submit a document certifying the authority to act as a proxy.
If it is deemed that a voting right may be exercised in writing for a resolution of a general meeting of partners, the Representative Member shall submit a document on the exercise of the voting right in the prescribed manner.
With respect to application of the provisions of Article 18 (Quorum) and Article 19 (Resolutions) in the cases set forth under paragraph 1 and paragraph 2, the Representative Member shall be deemed to have attended.

Article 21 (Omission of Resolutions)

In cases where an IPSJ Director or a Representative Member has made a proposal on matters that are the purpose of a resolution of a general meeting of partners, if all of the Representative Members have expressed an intention of consent either in writing or through an electromagnetic record, a resolution of the general meeting of partners shall be deemed to have been passed to the effect of approving the proposal.

Article 22 (Minutes)

Minutes shall be prepared for the proceedings of a general meeting of partners pursuant to the provisions of laws and regulations.
The IPSJ President and IPSJ Vice Presidents who attended shall affix their signatures and seals to the minutes set forth under the preceding paragraph.

CHAPTER 5 OFFICERS

Article 23 (Establishment of Officers)

This juridical person shall have the following officers.
(1) IPSJ Directors: Between 15 and 30 Directors.
(2) IPSJ Auditors: No more than two Auditors.
Of the IPSJ Directors one shall be appointed IPSJ President and there shall be no more than two IPSJ Vice Presidents.
The IPSJ President and Vice Presidents provided for in the preceding paragraph shall be the Representative Directors in terms of the General Incorporated Associations/Foundations Act, and the other IPSJ Directors shall be the Executive Directors under the same Act.

Article 24 (Appointment of Officers, Etc.)

Officers shall be appointed at a general meeting of partners.
IPSJ President, IPSJ Vice Presidents and Executive Directors shall be appointed from among the IPSJ Directors at a meeting of the IPSJ Board of Directors.
A maximum of six Standing Directors may be selected from the Executive Directors at a meeting of the IPSJ Board of Directors.
An IPSJ Auditor may not serve concurrently as an IPSJ Director or an employee.
With respect to each IPSJ Director, the number of IPSJ Directors who are himself or herself, spouses of the director, relatives within the third degree, or other directors with a special relationship shall not exceed one-third of the total number of IPSJ Directors. With respect to IPSJ Auditors, they may not be relatives or other people with a special relationship.
The number of IPSJ Directors who are directors or employees of other single organization (except for a public interest corporation) or who are similarly closely related to the organization shall not exceed one-third of the total number of IPSJ Directors. With respect to IPSJ Auditors, they may not be relatives or other people with a special relationship.
If an officer is transferred, the transfer shall be registered within two weeks.

Article 25 (Duties and Authority of the IPSJ Directors)

IPSJ Directors shall constitute the IPSJ Board of Directors, and they shall fulfill their duties in accordance with the laws and regulations and the articles of association of IPSJ.
IPSJ President shall represent the juridical person and shall perform its business in accordance with the laws and regulations and the articles of association of IPSJ.
IPSJ Vice Presidents shall represent the juridical person and assist IPSJ President in accordance with the laws and regulations and the articles of association of IPSJ, and if IPSJ President is unable to fulfill his or her duties or there is a vacancy, the duties shall be performed on behalf of the IPSJ President by a person in the order nominated in advance by the IPSJ President.
Executive Directors shall share the execution of the business of the juridical person as separately provided for by the IPSJ Board of Directors.
Standing Directors shall assist IPSJ President and IPSJ Vice Presidents.
IPSJ President, IPSJ Vice Presidents and Executive Directors shall report the status of their duties to the IPSJ Board of Directors at least once every three months.
If an IPSJ Director discovers a fact that may cause significant damage to the juridical person, he or she shall immediately report such fact to an IPSJ Auditor.

Article 26 (Duties and Authority of the Auditors)

IPSJ Auditors shall audit the performance of duties of IPSJ Directors and the status of the business and property of the juridical person, and shall prepare an audit report pursuant to the provisions of laws and regulations.
IPSJ Auditors may request IPSJ Directors and employees to provide a report on the business at any time, and may investigate the status of the business and property of the juridical person.
IPSJ Auditors shall attend the general meeting of partners and meetings of the IPSJ Board of Directors, and shall state opinions whenever they find it necessary.
If an IPSJ Auditor deems that a IPSJ Director has committed or is likely to commit misconduct, or discovers a fact which violates the laws and regulations or the articles of association of IPSJ, or a substantially unjust fact, he or she shall report this to the general meeting of partners and the IPSJ Board of Directors.
Where there is a need to give the report set forth under the preceding paragraph, the IPSJ Auditor shall request IPSJ President to convene a meeting of the IPSJ Board of Directors; provided, however, that the IPSJ Auditor shall convene a meeting of the IPSJ Board of Directors directly if a notice of convocation giving the date of a meeting of the IPSJ Board of Directors to be set within two weeks of the date of the request is not sent out within five days of the request.
IPSJ Auditors shall examine the proposals, documents and other matters prescribed by laws and regulations, which are to be submitted by IPSJ Directors to the general meeting of partners, and if they find that there are matters in violation of laws and regulations or these articles of association of IPSJ, or that there is a substantially unjust matter, they shall report the results of the examination to the general meeting of partners.
If there is a risk of serious damage to the juridical person due to an IPSJ Director conducting or being likely to conduct an act outside the scope of the objectives of this juridical person or an act in violation of laws and regulations or these articles of association of IPSJ, IPSJ Auditor may request that the IPSJ Director discontinue the act.
In addition to the above provisions, IPSJ Auditors shall exercise the authority granted to auditors by laws and regulations.

Article 27 (Term of Office of the Officers)

The term of office of the officers (IPSJ Directors and IPSJ Auditors) shall be until the conclusion of the regular meeting of partners for the final business year ending within two years of their appointment; provided, however, that this shall not preclude their reappointment.
Officers shall have the rights and obligations as an officer until a newly appointed person has taken office, even after leaving due to the expiration of their term of office or resigning, if the number of officers is insufficient to maintain the quorum provided for in Article 23.

Article 28 (Dismissal of Officers)

An officer may be dismissed by a resolution of a general meeting of partners; provided, however, that when dismissing an officer, such officer may be dismissed through a general meeting of partners attended by one-half or more of the total number of Representative Members, by a resolution of two-thirds or more of the voting rights of the total number of Representative Members so present.

Article 29 (Remuneration, Etc.)

Officers shall not be paid remuneration; provided, however, that with regard to standing officers, an amount calculated pursuant to the standards for payment of remuneration, etc. separately determined at a general meeting of partners may be paid as remuneration, etc. after being approved by a resolution of a general meeting of partners.
Officers may be paid the expenses required to perform their duties.

Article 30 (Restrictions on Competition and Conflicting Interest Transactions)

In cases where an IPSJ Director intends to make the following transactions, he or she shall disclose important facts concerning the transaction and obtain approval from the IPSJ Board of Directors.
(1) Transactions belonging to the type of business of the juridical person that the IPSJ Director intends to make for himself or herself, or a third party.
(2) Transactions with the juridical person to be made for the IPSJ Director himself or herself, or a third party.
(3) Transactions where the juridical person is to guarantee the obligation of the IPSJ Director.
(4) Any other transactions with a person other than the IPSJ Director where there is a conflict of interest between this juridical person and the IPSJ Director.
An IPSJ Director who has engaged in a transaction set forth in the preceding paragraph with the approval of the IPSJ Board of Directors shall report the important facts of the transaction to the IPSJ Board of Directors without delay.

Article 31 (Partial Exemption from Liability of Officers for Damages to the Juridical Person)

When coming under the requirement (in good faith and without serious negligence) provided for in laws and regulations concerning the liability for compensation of damages of officers towards the juridical person as provided for in the Act on General Incorporated Associations and General Incorporated Foundations, the juridical person may exempt, through a resolution of the IPSJ Board of Directors, the amount obtained by deducting the minimum liability limit stipulated by laws and regulations from the amount of liability for compensation of damages.

CHAPTER 6 IPSJ BOARD OF DIRECTORS

Article 32 (Organization)

The juridical person shall have a Board of Directors.
The IPSJ Board of Directors shall be composed of all of the IPSJ Directors.
The Chair of the IPSJ Board of Directors may have persons other than the officers attend a meeting of the IPSJ Board of Directors where he or she deems it to be necessary to do so.

Article 33 (Duties and Authority)

The IPSJ Board of Directors shall perform the following duties in addition to those separately prescribed in these articles of association of IPSJ.

(1) Determining the date and time and place of the general meeting of partners and matters that are the purpose of the meeting.
(2) Establishing, changing or abolishing regulations.
(3) In addition to the matters prescribed in each of the preceding items, making decisions on the execution of business of the juridical person.
(4) Supervising the execution of the duties of IPSJ Directors.
(5) Appointing and removing Representative Directors and Executive Directors.

Article 34 (Types and Holding of Meetings)

The IPSJ Board of Directors shall convene an extraordinary meeting of the IPSJ Board of Directors in the following cases in addition to the regular meetings of the IPSJ Board of Directors held at least four times per business year.

(1) IPSJ President deems it to be necessary.
(2) An IPSJ Director other than IPSJ President makes a request for convocation, indicating a matter that is the purpose of the meeting.
(3) A notice of convocation of a meeting of the IPSJ Board of Directors setting a date for the meeting within two weeks of the date of the request set forth under the preceding item is not sent out within five days of the date of the request, and the IPSJ Director who made the request convenes the meeting.
(4) An IPSJ Auditor makes a request for the convening of a meeting to IPSJ President, or an IPSJ Auditor convenes a meeting pursuant to the provisions of item (5) of Article 26

Article 35 (Convocation)

IPSJ President shall convene a meeting of IPSJ Board of Directors unless otherwise stipulated in laws and regulations or these articles of association of IPSJ.
In case of item (2) or the first phrase of item (4) of the preceding Article, IPSJ President shall convene a meeting of the IPSJ Board of Directors within two weeks of such day.
When convening a meeting of IPSJ Board of Directors, each officer shall be notified at least one week prior to the date of the meeting, in writing, stating the date and time of the meeting, the place and the purpose of the meeting.
Notwithstanding the provisions of the preceding paragraph, if all of the officers give their consent, a meeting of the IPSJ Board of Directors may be held without the need to follow the procedures for convocation.

Article 36 (Chair)

IPSJ President shall act as the chair of the IPSJ Board of Directors.

Article 37 (Quorum)

The IPSJ Board of Directors may not be held without a majority of the IPSJ Directors present.

Article 38 (Resolution)

The resolutions of the IPSJ Board of Directors shall be made by a majority vote of the directors where at least one-half of the IPSJ Directors are present, excluding IPSJ Directors who have special interests in the resolution, unless otherwise provided for in these articles of association of IPSJ.
In the case of a tie, the chair shall decide, but in this case, the chair shall not be able to participate in the resolution as an IPSJ Director.

Article 39 (Omission of Resolutions)

In cases where an IPSJ Director has made a proposal on matters that are the purpose of a resolution of the Board of Directors, if all of the IPSJ Directors who are able to participate in the resolution on the proposal have expressed an intention of approval either in writing or through an electromagnetic record, a resolution of the Board of Directors shall be deemed to have been passed to the effect of approving the proposal; provided, however, that this shall not apply if an IPSJ Auditor expresses an objection.

Article 40 (Omission of Reports)

In cases where an officer has notified all of the officers of the matters to be reported to the Board of Directors, these matters need not be reported to the Board of Directors.
The provisions of the preceding paragraph shall not apply to the report pursuant to the provisions of paragraph 6 of Article 25 (report on the status of duties once every three months).

Article 41 (Minutes)

1. Minutes of the proceedings of the IPSJ Board of Directors shall be prepared pursuant to the provisions of laws and regulations.
2. The IPSJ President, IPSJ Vice Presidents and IPSJ Auditors who attended the board meeting shall attach their signatures or affix their names and seals to the minutes.
(1) Matters relating to the business plan and budget.
(2) Matters relating to the business report and financial statements.
(3) Matters relating to statement of changes in net assets, inventory of assets and balance sheet.
(4) Appointment of officers.
(5) Other matters deemed necessary by the Board of Directors as important matters relating to the business of thisjuridical person.

CHAPTER 7 ASSETS AND ACCOUNTS

Article 42 (Business Year)　　

The business year of the juridical person shall commence on April 1 of each year and shall end on March 31 of the following year.

Article 43 (Management and Operation of the Assets)

The management and operation of the assets of the juridical person shall be in accordance with the Asset Management and Operation Regulations prescribed separately by the IPSJ Board of Directors.

Article 44 (Business Plan and Budget)

The business plan and budget for the juridical person shall be prepared by IPSJ President by the day before the day of commencement of each business year, and they shall be approved by the IPSJ Board of Directors. The same shall apply when making changes to the business plan and budget.

Article 45 (Business Report and Financial Statements)

IPSJ President shall prepare the following documents at the end of each business year for the business report and financial statements of this juridical person, which shall be audited by IPSJ Auditors, and after being approved by the IPSJ Board of Directors shall be presented to the regular general meeting of partners for approval.
(1) Business report.
(2) Detailed statement of the business report.
(3) Balance sheet.
(4) Statement of changes in net assets.
(5) Detailed statements of the balance sheet and the statement of changes in net assets.
(6) Inventory of assets.
The juridical person shall publish the balance sheet in accordance with the provisions of laws and regulations immediately after the conclusion of the regular general meeting of partners set forth in the preceding paragraph.

Article 46 (Accounting Principles)

The accounts of the juridical person shall be in accordance with public interest corporation accounting practices that are generally considered fair and valid.

CHAPTER 8 CHANGES TO THE ARTICLES OF ASSOCIATION OF IPSJ, MERGER AND DISSOLUTION, ETC.

Article 47 (Amendment of the Articles of Association of IPSJ)

The articles of association of IPSJ may be changed through a general meeting of partners attended by one-half or more of the total number of Representative Members, by a resolution of two-thirds or more of the voting rights of the total number of Representative Members so present.

Article 48 (Mergers, Etc.)

The juridical person may merge with another juridical person set forth under the General Incorporated Associations/Foundations Act or transfer all or some of its business through a general meeting of partners attended by one-half or more of the total number of Representative Members, by a resolution of two-thirds or more of the voting rights of the total number of Representative Members so present.

Article 49 (Dissolution)

The juridical person shall be dissolved by a resolution of a general meeting of partners, or through some other reason prescribed by laws and regulations.

Article 50 (Restrictions on the Disposal of Surplus)

The juridical person may not distribute a surplus to its Members or to others.

Article 51 (Disposal of Residual Assets)

The residual assets of the juridical person in the case of liquidation of the juridical person shall be donated to the public interest corporation provided for in item (xvii) of Article 5 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (“Authorization Act”), or to the national government or a local government through a resolution of the general meeting of partners.

CHAPTER 9 COMMITTEE OR BRANCH

Article 52 (Committee or Branch)

When it is necessary for the smooth operation of the business of the juridical person, a committee or a branch in a necessary area (hereinafter referred to as a “committee or branch”) may be established through a resolution of the IPSJ Board of Directors.
The matters necessary for the duties, organization and operations of a committee or branch shall be determined separately by a resolution of the IPSJ Board of Directors.
A committee or branch may not conduct operations which restrict the administrative authority (decisions on business execution, etc.) granted to the general meeting of partners or the IPSJ Board of Directors according to laws and regulations and these articles of association of IPSJ.

Article 53 (Secretariat)

A Secretariat shall be established to handle the affairs of the juridical person.
The Secretariat shall have a Secretary General and necessary staff.
Important staff members (special managers under the employment regulations) from among the staff shall be appointed and dismissed with the approval of the IPSJ Board of Directors.
Matters necessary for the organization and operations of the Secretariat shall be determined separately by a resolution of the IPSJ Board of Directors.

CHAPTER 10 INFORMATION DISCLOSURE

Article 54 (Accounting Books and Documents)

The juridical person shall keep the following books and documents at the principal office and shall maintain them in accordance with the provisions of laws and regulations.
(1) Articles of association of IPSJ.
(2) Register of Members.
(3) Register of officers.
(4) Documents describing the criteria for payment of remuneration, etc. for officers.
(5) Documents prescribed under Article 44 (Business Plan and Budget).
(6) Documents prescribed under paragraph 1 of Article 45 (Business Report and Financial Statements).
(7) Audit reports.
(8) An outline of the management organization and the state of business activities, and documents describing the important figures related to the same.
(9) Documents relating to authorization, permission and approval, etc. and to registration.
(10) Among the organizations stipulated in the articles of association of IPSJ, documents relating to the proceedings of the IPSJ Board of Directors and the general meeting of partners.
(11) Other books and documents prescribed by laws and regulations.
Inspections of any of the books or documents provided for in any of the provisions of the preceding paragraph shall be as prescribed by laws and regulations.

Article 55 (Public Notices)

The method of public notices of the juridical person shall be in the form of electronic notices.
Where electronic public notices cannot be made owing to an accident or some other unavoidable reason, public notices shall be made in the form of a publication in the official gazette.

CHAPTER 11 SUPPLEMENTARY PART

Article 56 (Delegation)

In addition to the matters provided for in these articles of association of IPSJ, the matters necessary for the operation of the juridical person shall be determined separately by a resolution of the IPSJ Board of Directors.

Supplementary Provisions

These articles of association of IPSJ shall enter into force from the date of the registration of the establishment of the general incorporated association provided for in paragraph 1 of Article 106 as applied mutatis mutandis through the replacement of certain terms pursuant to paragraph (1) of Article 121 of the Act on the Arrangement of Relevant Acts Incidental to 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 (hereinafter referred to as the “Arrangement Act”).
The officers at the time of the establishment of this juridical person and their terms of office shall be as set forth in the following provisions of the General Meeting for Establishment, notwithstanding the provisions of Article 24 and Article 27.
- The term of office of officers until the conclusion of the regular general meeting of partners for the business year ending March 31, 2011.
  Representative Directors: Norio Shiratori (President), Tokumichi Murakami (Vice President)
  Executive Directors: Michiko Ohba, Kazuhiko Kushima, Mitsuhisa Sato, Hideki Sunahara, Takashi Chikayama, Masahiko Tsukamoto, Jun Munemori, Kazuaki Murakami, and Masatoshi Yoshikawa
  Auditor: Teruo Higashino
- The term of office of officers until the conclusion of the regular general meeting of partners for the business year ending March 31, 2012
  Representative Director: Tadanori Mizuno (Vice President)
  Executive Directors: Akira Idoue, Kenichi Okada, Hiroshi Okuno, Ryo Ochitani, Satoshi Sekiguchi, Rin-ichiro Taniguchi, Masato Terada, Naoki Nishi, Tsuyoshi Motegi, and Haruo Yokota
  Auditor: Kazuo Sumida
When registering the dissolution of a special case juridical person under the Civil Code provided for in paragraph 1 of Article 106 of the Arrangement Act as applied mutatis mutandis through the replacement of certain terms pursuant to paragraph 1 of Article 121 of the same Act or registering the establishment of a general incorporated association, notwithstanding the provisions of Article 42, the last day of the business year shall be the day before the registration of dissolution and the commencement date of the business year shall be the day of the registration of establishment.