THE ARTICLES OF ASSOCIATION OF WORLD VISION JAPAN AS A SPECIFIED NONPROFIT CORPORATION CHAPTER I GENERAL PROVISIONS

Transcription

1 THE ARTICLES OF ASSOCIATION OF WORLD VISION JAPAN AS A SPECIFIED NONPROFIT CORPORATION CHAPTER I GENERAL PROVISIONS (NAME) ARTICLE 1: The name of this corporation is the World Vision Japan as a Specified Nonprofit Organization. (OFFICE) ARTICLE 2: The address of this corporation is: Hon-cho, Nakano-ku, Tokyo Japan. (PURPOSE) ARTICLE 3: This organization is a non-governmental Christian charity organization and its purposes are to help and encourage the people, especially in developing countries, who are suffering from hunger, epidemics, extreme poverty, disasters, wars, etc. through integrated, sustainable and holistic assistance standing on the same Core Values and the spirit of World Vision Partnership in order to assist people become self-supporting and contribute to their own development. (KINDS OF SPECIFIED NONPROFIT ACTIVITIES) ARTICLE 4: This corporation will carry out the following specified nonprofit activities in order to achieve the fore-mentioned purposes. (1) Activities related to international cooperation. (2) Activities related to the promotion of health, medical care or social welfare. (3) Activities related to the promotion of social education. (4) Activities related to the promotion of community development. (5) Activities related to the promotion of culture, the arts or sports. (6) Activities that enhance the protection of the environment. (7) Disaster-relief activities. (8) Activities that ensure community safety. (9) Activities that promote peace and protect human rights.

2 (10) Activities that promote the creation of a gender-equal society. (11) Activities that promote the sound nurturing of youth. (12) Liaising, advising, or support activities related to the operation or activities of organizations performing any of the activities listed above. (KINDS OF PROJECTS) ARTICLE 5: This corporation will carry out the following projects as specified nonprofit activities in order to achieve the purposes stipulated in ARTICLE 3. (1) Provide assistance to children and their families in the developing countries who are in need of assistance. (2) Emergency assistance at the time of natural disasters such as famine, flood, etc. and also at wartime. (3) Technical assistance as well as financial assistance for health management, promotion of education, leadership training, improvement of the environment, area development, etc., which promote the autonomous development of the local people in the developing countries. (4) Dispatch staff/volunteers to the developing countries. (5) Collection of information, research and study concerning the aid activities to the developing countries. (6) Mutual cooperation with respective foreign governments, UN and its related organizations and NGOs, etc. (7) Mutual cooperation and assistance with other Christian organizations. The expenses related to the operation are to be paid only from the donation designated for such a purpose. (8) Development education as well as public relations activities related to the aid in the developing countries. 2.This corporation will carry out the following profit-making projects. (1) Sale of merchandise. (2) Rental of videos, panels with photos, etc. (3) Events such as concerts, bazaars, etc. (4) Publication. (5) Research, study, collection as well as offering of information, inspection, etc. entrusted by others. 3.The profit-making projects stipulated in the previous Clause are to be carried out only

3 when they do not conflict with the activities stipulated in Clause 1. and the profit earned is to be appropriated to the operations stipulated in Clause 1. CHAPTER II MEMBERS (KINDS OF MEMBERSHIP) ARTICLE 6: There are two kinds of members for this corporation. Regular members are considered to be the official members from the viewpoint of the Law to Promote Specified Nonprofit Activities (hereinafter referred to Law ). (1) Regular member: an individual or an organization who has become a member of this corporation in order to support its activities after having agreed to the Core Values and purposes of this corporation. (2) Supporting member: an individual or an organization who has become a member of this corporation to support its projects after having agreed to the activities of this corporation. (MEMBERSHIP) ARTICLE 7: Those who want to become regular members must submit an Application Form to the Board Chairperson and receive the approval of the Board of Directors. 2.Those who want to become supporting members must submit an Application Form to the Board Chairperson and must receive his/her approval. 3.The corporation cannot refuse those who apply to become regular members and supporting members unless there is a valid reason. (MEMBERSHIP FEE) ARTICLE 8: Regular members and supporting members must pay a membership fee, which is specified separately at the general meeting. (LOSS OF MEMBERSHIP) ARTICLE 9: Regular members lose their membership in the following cases: (1) When they submitted a Letter of Withdrawal from Membership. (2) When the regular member passed away or when adjudication report was submitted or

4 when the organization, which is the regular member, came to terminate. (3) When there was no contact for more than one year. (4) When the regular member did not pay the membership fee for more than one year with no specific reason. (5) When the name was removed. 2.Supporting members lose their membership in the following cases: (1) When they submitted a Letter of Withdrawal from Membership. (2) When the supporting members passed away or when adjudication report was submitted or when the organization, which is the supporting member, came to terminate. (3) When there was no contact for more than one year. (4) When the supporting member did not pay the membership fee for more than two years with no specific reason. (5) When the name was removed. (WITHDRAWAL) ARTICLE 10: The members can withdraw from the membership at any time by submitting the Letter of Withdrawal, which is specified separately by the Board Chairperson, to the Board Chairperson. (REMOVAL FROM THE MEMBERSHIP) ARTICLE 11: The members can be removed from the membership in the following cases if so resolved at the general meeting. (1) When the members violated the Articles of Association. (2) When the members brought disgrace on the corporation or when they made actions that go against the purposes. 2.When the corporation decides to remove the members based on the previous Clause regulation, a time to give an explanation must be given to the said members before the resolution is finalized. (NO REFUND OF DONATED MONEY/GOODS)

5 ARTICLE 12: The paid membership fee and other donated money/goods will not be refunded. CHAPTER III OFFICERS (KINDS OF OFFICERS AND THE QUORUM) ARTICLE 13: This corporation shall have the following officers. (1) Board Members (more than 6 and less than 12) (2) Two Inspectors 2.Out of Board Members, there can be one Special Adviser and one Honorary Chairperson depending on how things go. And there shall be one Board Chairperson, no more than two Vice Board Chairpersons and one Managing Director. (SELECTION, ETC.) ARTICLE 14: The Board Members and Inspectors are selected at the general meeting. 2.Special Adviser, Honorary Chairperson, Board Chairperson, Vice Board Chairperson and Managing Director positions are to be selected by mutual vote. 3.For each officer, more than one spouse or a relative within the third degree of relationship by blood cannot be the officer. And the number of said members, their spouses and the relatives within the third degree of relationship by blood cannot exceed more than one third of the total number of officers. 4.Those who are specified and applicable to one of the items of Article 20 of the Law cannot become officers of this corporation. 5.The Inspectors cannot hold the post of Board Members or the staff of this corporation at the same time. (DUTIES) ARTICLE 15: Special Adviser will advice Board Chairperson to the running of corporation in addition to the duties as Board Member. 2.Honorary Chairperson will advice Board Chairperson to the running of corporation in addition to the duties as Board Member. 3.The Board Chairperson shall be a representative of this corporation and exercise an

6 oversight the total operation. 4.The Vice Board Chairpersons shall assist the Board Chairperson and when something happens to the Board Chairperson or when the Board Chairperson is absent, the Vice Board Chairpersons carry out the duties for him/her according to the specified steps of the order. 5.Managing Director oversees the execution of the total operation under the Board Chairperson. 6.Board Members consist of the Board of Directors and execute the operation of the corporation based on the Articles of Association and resolutions made at the Board of Directors. 7.Inspectors shall carry out the following duties. (1) Inspectors are to inspect the Board Members execution of the operation. (2) Inspectors are to inspect the status of the asset of the corporation. (3) As a result of the inspections specified in the former two items (1) and (2), when the dishonest acts or illegal acts or serious offenses to the Articles of Association are disclosed, Auditors are to report at the general meeting or to the proper authorities. (4) When there is a need to report former item, the auditors are to convene the general meeting. (5) Inspectors are to express their own opinions to the Board Members regarding how the Board Members have been executing the operation and the status of the asset of the corporation. (TERM OF THE OFFICERS) ARTICLE 16: The term of the officer is two years. But they can be elected again. 2.As for the term of the officer who has been elected to fill up the vacancy or for the increase of the officer, the remaining period of the term of the former officer or the present officer will apply to the newly-elected officer. 3.The officers are to assume the duties until the successors take up the positions, even after the officers resignation or even after the officers terms came to an end. (SUPPLEMENT OF VACANCY) ARTICLE 17: In case more than one third of the Board Members and Inspectors are vacant, the vacancies must be supplemented immediately. (DISMISSAL)

7 ARTICLE 18: When one of the following items applies to the officers, they can be dismissed if so resoluted at the general meeting. (1) When it is recognized that the officer is not able to assume the duties due to the physical as well as psychological sickness. (2) When it is recognized that the officer has violated the duties or when he/she has demonstrated actions unsuitable as the officer. 2.In case of dismissing the officer based on the previous regulation, a time must be given to the said officer for the explanation before the resolution is so made. (REMUNERATION, ETC.) ARTICLE 19: The officers are able to receive the remuneration as long as the number of recipients is less than one third of the total number of officers. 2.The expense the officers have used for execution of the duties can be compensated. 3.The necessary items regarding the former Clauses 1. and 2 will be decided separately by the Board Chairperson after the resolution at the general meeting. CHAPTER IV MEETINGS (KINDS OF MEETINGS) ARTICLE 20: There are two kinds of meetings for this corporation; General Meeting and Board of Directors. 2.For general meetings, there are ordinary meetings and extraordinary meetings. (COMPOSITION OF GENERAL MEETING) ARTICLE 21: The general meeting consists of the regular members. (FUNCTIONS OF THE GENERAL MEETING) ARTICLE 22: The following items will be resolved at the general meeting. (1) Any changes in the Articles of Association. (2) The liquidation and the merger.

8 (3) Business plan, the budget of revenue and expenditure, and making changes. (4) Operation report and the statement of revenue and expenditure. (5) Selection and dismissal of the officers, duties and remuneration. (6) The amount of membership fee. (7) Loan (except the short-term loan that can be returned by the income within the same fiscal year. Article 49 applies also) and new responsibility to assume as well as the relinquishment of the rights. (8) Organization of the secretariat and its operation. (9) Any other important items concerning the operation. (GENERAL MEETING SESSION) ARTICLE 23: The ordinary meeting shall be held once a year. 2.The extraordinary meeting will be held at the following occasions: (1) When the Board of Directors recognized its necessity and made a request for convocation. (2) When more than one fifth of the total number of the regular members made a request for convocation by the written statement of the purpose of the meeting. (3) When the Inspectors convene the meeting based on the specification of Article 15, Clause 5, Item 4. (CONVOCATION OF THE GENERAL MEETING) ARTICLE 24: It is the Board Chairperson who convenes the general meeting except in the case of the previous Article, Clause 2, Item 3. 2.The Board Chairperson shall convene the extraordinary meeting within 30 days from the day the request was made based on the specification of previous Article, Clause 2, Items 1 and 2. 3.When convening the general meeting, it must be informed by the written statement with the information of the date, time, place, purpose and agendas of the meeting at least seven days before the general meeting is held. (THE CHAIR OF THE GENERAL MEETING) ARTICLE 25: The Chair of the general meeting will be selected from the regular members who are attending the general meeting.

9 (QUORUM OF THE GENERAL MEETING) ARTICLE 26: The general meeting shall not be held unless more than one half of the total number of regular members are attending. (RESOLUTION OF THE GENERAL MEETING) ARTICLE 27: The agendas of the general meeting are to be those that have already been informed beforehand based on Article 24, Clause 3. 2.Business matters of the general meeting will be resolved with the majority of the regular members who are attending the meeting and in case of a tie, the Board Chairperson shall make a decision. (VOTING RIGHTS AT THE GENERAL MEETING) ARTICLE 28: The voting right of each regular member shall be equal. 2.The regular members, who are not able to attend the general meeting due to the unavoidable reasons, can vote by the written statement regarding the agendas informed beforehand or they can entrust other regular member to be his proxy for voting. 3.The regular members who voted according to the previous clause are considered to have attended the general meeting as far as the previous two Articles are concerned. 4.As for the resolution at the general meeting, the regular members who have special personal stakes are not able to vote for the said agenda. (MINUTES OF THE GENERAL MEETING) ARTICLE 29: Concerning the agendas at the general meeting, the minutes must be prepared with the following items. (1) Date, time and place. (2) The total number of the regular members and the number of attendees (If there is any-one who voted by the written statement or by the proxy, the numbers must be written) (3) Discussion items (4) Summary of the discussion process of the agendas and the results of voting (5) Item concerning the election of the signatories of the minutes

10 2.The Chair and two members, who were appointed exclusively for the post of signatories at the general meeting, must either sign or write their names and put their seals to the minutes. (COMPOSITION OF THE BOARD OF DIRECTORS) ARTICLE 30: The Board of Directors is composed of the Board Members. (AUTHORITY OF THE BOARD OF DIRECTORS) ARTICLE 31: The Board of Directors shall resolve the following items besides the items stipulated separately in this Articles of Association. (1) Items that should be brought up to the general meeting. (2) Items that have to do with the execution of the items voted upon at the general meeting. (3) Other items that have to do with the execution of the operation that do not require the resolution at the general meeting. (HOLDING BOARD OF DIRECTORS) ARTICLE 32: The Board of Directors shall be held at the following occasions: (1) When the Board Chairperson recognizes its need. (2) When more than one third of the total number of the Board Members requests with the written statement of the purposes of holding Board of Directors. (CONVOCATION OF THE BOARD OF DIRECTORS) ARTICLE 33: The Board of Directors shall be convened by the Board Chairman. 2.In the case of the previous Article, Item 2, the Board Chairperson shall convene the Board of Directors within 14 days since it was requested. 3. When convening the Board of Directors, it must be notified with the written statement informing the date, time, place and discussion items at least seven days before the Board of Directors is held. (THE CHAIR OF THE BOARD OF DIRECTORS)

11 ARTICLE 34: The Board Chairperson will act as the Chair of the Board of Directors. (RESOLUTION AT THE BOARD OF DIRECTORS) ARTICLE 35: The resolution items at the Board of Directors are the items that have already been notified according to the stipulation of Article 33, Clause 3. 2.The discussion items at the Board of Directors are to be approved by more than half of the total number of Board Members and in case of a tie, the Chair shall make a decision. (VOTING RIGHTS, ETC. AT THE BOARD OF DIRECTORS) ARTICLE 36: The voting right of each Board Member shall be equal. 2. The Board Members who are not able to attend the Board of Directors due to unavoidable reasons can vote with the written statement regarding the items that has been informed beforehand. 3.The Board Members, who voted according to the stipulation of the previous Clause, are considered to have attended the Board of Directors as far as the application of the previous Clause and the first Clause of the following Article are concerned. 4.As for the resolution at the Board of Directors, the Board Members who have special personal stakes are not allowed to take part in the resolution of the said agenda. (MINUTES OF THE BOARD OF DIRECTORS, ETC.) ARTICLE 37: Concerning the agendas of the Board of Directors, the minutes must be prepared with the following items. (1) Date, time and place (2) The total number of the Board Members and the number of attendees and their names (If there is anyone who voted by the written statement, it must be added to the minutes). (3) Discussion items (4) Summary of the progress of the agendas and the results of voting (5) Item concerning the selection of the signatories of the minutes 2.The Chair and more than two signatories who were selected at the meeting shall either sign or write their names with seals in the minutes.

12 CHAPTER V ASSETS COMPOSITION) ARTICLE 38: The assets of this corporation are composed of the following items. (1) The assets which are written in the List of Assets when the corporation was established. (2) Membership fee (3) Donated money and goods (4) Income accruing from the assets (5) Income from the operation (6) Raised fund and other income (SECTION) ARTICLE 39: The assets of this corporation shall be divided into two sections: 1) assets regarding the operation of Specified Nonprofit Corporation activities; 2) assets regarding income-generating activities. (MANAGEMENT) ARTICLE 40: The assets of this corporation are managed by the Board Chairperson and the Board Chairperson shall make a decision regarding the management methods by going through the resolution at the general meeting. CHAPTER VI ACCOUNTING (PRINCIPLES OF THE ACCOUNTING) ARTICLE 41: The accounting of this corporation must be carried out, following the principles specified in each item of Article 27 of the Law. (SECTIONS OF THE ACCOUNTING) ARTICLE 42: The accounting of this corporation shall have the following sections.

13 (1) Accounting regarding the Specified Nonprofit Corporation activities (2) Accounting regarding the income-generating activities (FISCAL YEAR) ARTICLE 43: The fiscal year of this corporation shall begin on October 1 every year and ends on September 30 of the following year. (OPERATION PLAN AND BUDGET) ARTICLE 44: The operation plan and the budget of revenue and expenditure of this corporation shall be prepared by the Board Chairperson every fiscal year and it must be resolved at the general meeting. (INTERIM BUDGET) ARTICLE 45: In spite of the stipulation of the previous Article, in case the budget is not approved due to some unavoidable reasons, the Board Chairperson can accept revenue and expenditure based on the budget of the previous fiscal year until the budget is approved. 2.Revenue and expenditures of the previous clause shall be considered to be revenue and expenditure of the newly approved budget. (RESERVE) ARTICLE 46: The column for reserve can be provided within the budget in order to apply it for the expenses that are more than the budgeted amount or in case there is a need for unexpected expense. 2.In the case of using the reserve, it must be resolved at the Board of Directors. (ADDITIONS AND CORRECTIONS OF THE BUDGET) ARTICLE 47: After the approval of the budget, in the case of the unavoidable circumstances, the addition as well as the correction of the budget can be made after going through the resolution by the general meeting. (OPERATION REPORT AND SETTLEMENT OF ACCOUNTS)

14 ARTICLE 48: The documents concerning the settlement of accounts such as Operation Report, List of Assets, Balance Sheet and the Statement of Revenue and Expenditure of this corporation, etc. must be prepared by the Board Chairperson immediately after the end of each fiscal year and must be audited by the Auditors and resolved at the general meeting. 2.When there is a surplus after the settlement of account, it will be carried forward to the next fiscal year. (TEMPORARY MEASURE) ARTICLE 49: Besides the responsibilities already set in the budget, in case of taking new responsibilities such as borrowing money, etc. or renouncing the rights, it must be resolved at the general meeting. CHAPTER VII AMENDMENT OF THE ARTICLES OF ASSOCIATION, DISMISSAL AND MERGER (AMENDMENT OF THE ARTICLES OF ASSOCIATION) ARTICLE 50: In case of the amendment of the Articles of Association, it must be resolved with more than three fourths of the regular members attending the general meeting and also it must be approved by the concerned authorities except the trifle items stipulated in the Article 25, Clause 3 of the Law. (DISSOLUTION) ARTICLE 51: This corporation will be dissolved by the following reasons: (1) Resolution of the general meeting (2) Failure to operate the activities that are the purposes of the corporation as the Specified Nonprofit Corporation. (3) Shortage of general membership (4) Merger (5) Bankruptcy (6) Cancellation of the recognition of the corporation by the concerned authority. 2.In case of the dissolution of this corporation due to the previous Clause, Item 1, it must be approved by more than three fourths of the total number of the regular members.

15 3.In case of the dissolution of the corporation due to the Clause 1, Item 2, it must be approved by the concerned authorities. (SELECTION OF LIQUIDATORS) ARTICLE 52: In case of the dissolution of this corporation, Board Members become liquidators except in the case of dissolution due to merger. (REVERSION OF THE REMAINING ASSETS) ARTICLE 53: Concerning the remaining assets in case of the dissolution of this corporation (except the case of dissolution due to merger or bankruptcy), they are to be contributed to an organization which has similar purposes of the corporation after having been resolved by more than three fourths of the total number of the regular members at the general meeting. (MERGER) ARTICLE 54: In case of merger of this corporation, it must be resolved by more than three fourths of the total number of the regular members at the general meeting and also it must be approved by the concerned authorities. CHAPTER VIII METHODS OF PUBLC NOTIFICATION (METHODS OF PUBLIC NOTIFICATION) ARTICLE 55: The public notification of this corporation shall be posted at the bulletin board of this corporation as well as through official gazettes. CHAPTER IX SECRETARIAT (OFFICE) ARTICLE 56: This corporation shall set up an office to handle its business matters. (APPOINTMENT AND DISMISSAL OF THE STAFF) ARTICLE 57:

16 Appointment as well as the dismissal of Office Manager and staff is the responsibility of Chairperson. Office Manager to double as Managing Director is viable. (ORGANIZATION AND MANAGEMENT) ARTICLE 58: The necessary items regarding the organization as well as the management of the office shall be stipulated separately by the Board Chairperson after having been resolved at the general meeting. ARTICLE X MISCELLANEOUS ITEMS ARTICLE 59: Regarding the detailed rules necessary for the execution of this Article of Association, the Board Chairperson is to stipulate after getting a resolution by the Board of Directors. ADDITIONAL STIPULATIONS: 1.This Articles of Association shall come into effect from the day of the establishment of this corporation. 2.The original officers of this corporation at the time of its establishment are listed in a separate paper regardless of the stipulation of Article 14, Clause l. 3.The term of the original officers of this corporation at the time of its establishment is from the date of its establishment until September 30, 2000, regardless of the stipulation of Article 16, Clause 1. 4.The fiscal year of this corporation at the time of its establishment is from the date of its establishment until September 30, 2000, regardless of the stipulation of Article The operating plan and the budget of revenue and expenditures are the one stipulated at the establishment general meeting regardless of the stipulation of Article The membership fee of this corporation at the time of its establishment is the following amount regardless of the stipulation of Article 8. (1) Regular Member: individual: 10,000 yen per unit, per year or more than one unit group: 30,000 yen per unit, per year or more than one unit (2) Support Member: individual: 3,000 yen per unit, per year or more than one unit group: 3,000 yen per unit, per year or more than 3 units. 7.Article 13, Article 14, Article 15 and a part of Article 57 of this Articles of Association have been changed in accordance with the certificate of attestation (No , issued by Tokyo Metropolitan Government on January 18, 2002).

17 8.Article 13, Article 14, Article 15 and a part of Article 23 of this Articles of Association have been changed in accordance with the certificate of attestation (No , issued by Tokyo Metropolitan Government on January 26, 2007). 9.Article 2 shall come into effect from July 1, 2012.