The Statutes - The Japan Foundation for UNU
CHAPTER ONE GENERAL PROVISIONS
Article 1 (Appellation)
This juridical person shall be called the Zaidan Hojin Kokuren Daigaku Kyouryokukai.
Article 2 (Location of Headquarters)
The Headquarters of the Hojin shall be located at 53-70, Jingumae 5-chome, Shibuya-ku, Tokyo.
CHAPTER TWO PURPOSES AND FUNCTIONS
Article 3 (Purposes)
The purposes of the Foundation shall be to contribute to the development of United Nations University and thus to the realization of human survival, development and welfare by providing necessary assistance and cooperation to UNU in its research and training activities and dissemination of information that are aimed at technical cooperation with developing countries.
Article 4 (Functions)
To realize the purposes set forth in Article 3, the Foundation will engage in :
(1) Providing financial support to UNU for its research and training activities and dissemination of information, aimed at technical cooperation with the developing countries.
(2) Undertaking the following when entrusted by UNU in relation to its research and training activities and dissemination of information, aimed at technical cooperation with developing countries:
① administrative work related to research projects contracted to researchers other than those of UNU;
② management of symposia, seminars, workshops and similar activities;
③ administrative work related to training activities;
④ publishing and other work related to the dissemination of achievements by UNU.
(3) Providing assistance to the maintenance and management of UNU facilities.
(4) Promoting interest in UNU among the Japanese people and thereby strengthening their support for UNU, through:
① organizing associations of learned persons for the purpose of supporting UNU;
② publicity activities, including the preparation and distribution of information mater5em;">
③ organizing lectures, exhibitions, concerts and other events;
④ Planning and implementing study, research, training and other programmes;
(5) Any other activities that are considered necessary for achieving the purposes of the Foundation.
CHAPTER THREE ASSETS AND FINANCIAL OPERATIONS
Article 5 (Components of assets)
The assets of the Foundation shall comprise:
(1) Property donated at the time of establishment of the Foundation as listed in the Inventory;
(2) Cash and goods donated after the establishment of the Foundation;
(3) Incomes gained from the Foundation assets;
(4) Income arising out of activities;
(5) Fees from Supporting Members;
(6) Other income.
Article 6 (Classification of assets)
1. The assets of the Foundation shall be classified into two categories: an Endowment Fund and functional assets.
2. The Endowment Fund shall consist of the following:
(1) Assets listed under the part titled “Endowment Fund”in the inventory at the time of establishment;
(2) Assets donated and designated as Endowment Fund after the establishment of the Foundation;
(3) Assets added to the Endowment Fund by decision of the Governing Board.
3. Functional assets shall be assets other than those pertaining to the Endowment Fund.
Article 7 (Administration of assets)
1.The assets of the Foundation shall be managed by the President, according to the resolutions of the Governing Board.
2. Cash held by the Endowment Fund shall be kept by the President in the reliable form of special bonds1, bank time deposits or others, in accredited banks or trust companies, following a decision by the Governing Board.
Article 8 (Restriction on disposition of the Endowment Fund)
The Endowment Fund shall not be disposed of nor offered as security nor incorporated in functional assets. However, when inevitable causes exist in connection with the execution of the work of the Foundation, only a part of the Endowment Fund may be disposed of or offered as a security or incorporated in functional assets, following a decision with a majority vote of two-thirds or more of those present on the list of the Governing Board members, and the approval of the Ministry of Foreign Affairs and the Ministry of Education, Culture, Sports, Science and Technology.
Article 9 (Defrayment of expenses)
The expenses required for the execution of work of the Foundation shall be defrayed from functional assets.
Article 10 (Programme and budget)
Programme of work for the Foundation and corresponding budget estimates for each financial year shall be drafted by the President and adopted at the Governing Board by a majority vote of two-thirds or more of those present on the list of the Governing Board members. The programme and budget thus adopted shall be submitted to the Minister of Foreign Affairs and the Minister of Education, Culture, Sports, Science and Technology prior to the beginning of the financial year concerned. The same procedures shall be followed with regard to the modification of the programmes and budget.
Article 11 (Closing of accounts and programme statement)
1.The statement on the settlement of accounts of the Foundation shall be prepared by the President. Such statement, together with the inventory of property, the balance sheet, the report on the activities and statement of reasons for increase/decrease of property, accompanied by the statement of opinions of the Auditors shall, following the approval by the Governing Board, be submitted to the Minister of the Foreign Affairs and the Minister of Education, Culture, Sports, Science and Technology within three months of the closing date of each financial year.
2. A part or the whole of the surplus, if any, resulting from its settlement of accounts shall be incorporated in the Endowment Fund or carried over to the following financial year, in accordance with the decision of the Governing Board.
Article 12 (Long-term borrowing)
Any borrowing to be incurred by the Foundation, except for short-term borrowings returnable from income within the same financial year, shall be subject to the decision of the Governing Board with a majority vote of two-thirds or more of those present on the list of the Governing Board members and the approval of the Minister of the Foreign Affairs and the Minister of Education, Culture, Sports, Science and Technology.
Article 13 (Assuming of additional liabilities and related matters)
Apart from those referred to in the proviso of Article 8, in the preceding Article, and in the budget, assuming of important additional liabilities or surrendering of titles shall be subject to the decision of the Governing Board with a majority vote of two-thirds or more of those present on the list of the Governing Board members.
Article 14 (Special accounts)
The Foundation may establish special accounts for designated purposes, following the decision of the Governing Board.
Article 15 (Financial year)
The financial year of the Foundation shall begin on 1 January and end on 31 December of the same year.
CHAPTER FOUR OFFICERS, COUNCILLORS AND STAFF
Article 16 (Officers)
The Foundation shall have the following officers:
(1) One President (Kaicho).
(2) Two to three Vice-Presidents (Fuku-kaicho).
(3) One Executive Director (Rijicho).
(4) One Senior Managing Director (Senmu-Riji).
(5) Up to three Managing Directors (Jomu-Riji).
(6) Between ten and fifteen Directors (Riji), including the President, Vice-Presidents, Executive Director, Senior Managing Director, and Managing Director(s).
(7) Two Auditors (Kanji).
Article 17 (Appointment of officers)
1. Directors and Auditors shall be appointed by the President on the recommendation of the Board of Councillors.
2. The President, Vice-Presidents, Executive Director, Senior Managing Director and Managing Directors shall be mutually elected from among the Directors.
Article 18 (Functions of Directors)
1. The President shall represent the Foundation and preside over the affairs of the Foundation.
2. The Vice-Presidents shall assist the President, in the event the President is unable to perform his/her functions or when the presidency has fallen vacant, shall fulfill his/her functions according to the seniority accorded by the President.
3. The Executive Director shall represent the Foundation as is appointed by the President, and shall assist the President by administering the operation of the Foundation. When both the President and Vice-Presidents are unable to perform their functions or when their posts have fallen vacant, the Executive Director shall fulfill their functions.
4. The Senior Managing Director shall assist the Executive Director, and shall engage in daily operation of the Foundation. When the Executive Director is unable to perform his/her functions or when the post has fallen vacant, the Senior Managing Director shall act in his/her behalf as the case may be.
5. The Managing Directors shall assist the Executive Director and the Senior Managing Director and shall engage in daily operation of the Foundation. When both the Executive Director and the Senior Managing Director are unable to perform their functions or when both posts have fallen vacant, the Managing Directors shall act in their behalf according to the seniority accorded by the Governing Board.
6. The Directors shall be associated in the Governing Board and take decisions on and execute the operation of the Foundation.
Article 19 (Functions of Auditors)
The Auditors shall exercise the following functions in regard to the operation and property of the Foundation:
(1) To audit the property status of the Foundation;
(2) To audit the status of the management of the Directors;
(3) To report to the Governing Board on any irregular matters discovered in the status of property or of management;
(4) To convene the Governing Board as necessary to submit a report on Item (3) above.
Article 20 (Term of office of Officers)
1. The Officers shall be appointed for a term of three years and are eligible for immediate reappointment.
2. The Officers appointed to fill vacancies shall serve to complete the vacated term of office of their predecessors.
3. The Officers appointed to increase the number of Officers shall serve for the remainder of the term of office of the current incumbents.
4. The Officers shall, even after the expiration of their term of office, undertake their functions until their successors are installed.
Article 21 (Dismissal from office of Officers)
Should an Officer fall under any of the following categories, the President may dismiss him /her with concurrence of the two-thirds majority of the Directors and the Councillors in service. However, in such cases, the President shall give the Officer an opportunity to defend himself, before deliberating the case with the Governing Board and the Board of Councillors.
(1) In case an Officer is considered unable to continue his/her functions due to mental or physical disability.
(2) In case an Officer failed to comply with his/her functions or otherwise acted in a manner considered inappropriate for an Officer.
Article 22 (Remuneration of Officers)
The Officers may receive no remuneration. However, the Senior Managing Director and full-time Directors may receive remuneration. The amount of remuneration shall be established by the Executive Director through the decision of the Governing Board.
Article 23 (Selection of Councillors)
1. The number of Councillors the Foundation may have shall be between fifteen and twenty.
2. The Councillors shall be selected by the Governing Board and appointed by the President.
3. The provisions of Articles 20 and 21 shall apply mutatis mutandis to the Councillors. In this case the word “Officers” shall read “Councillors”.
Article 24 (Functions of Councillors)
The Councillors shall be associated in the Board of Councillors, and, as such, shall perform the matters as prescribed in these Statutes, and shall make advice to the President on matters considered necessary. In addition, the Board of Councillors shall reply on the matters consulted by the Governing Board.
Article 25 (Secretariat and administrative staff)
1. The Foundation shall have administrative staff for business processing.
2. The administrative staff shall be appointed by the Executive Director and shall work under the direction of the Senior Managing Director.
3. Matters regarding the Secretariat shall be laid down separately by the Executive Director, following the decision of the Standing Council of Directors.
CHAPTER FIVE ADVISERS
Article 26 (Advisers)
1. The Foundation may have Advisers.
2. The Advisors shall be appointed by the President upon the recommendation of the Governing Board.
3. The Advisers may provide advice and suggestions upon the request of the President and the Executive Director on matters of importance.
CHAPTER SIX SESSIONS
Article 27 (Convening of sessions of the Governing Board and related matters)
1. The ordinary session of the Governing Board shall be convened by the President more than twice a year. In addition, an extraordinary session must be held when the President considers one necessary or when he is requested to do so by one third or more of the Directors in service with specified subject-matters. In such case, the session must be convened within two weeks from the date the request was made.
2. The President shall chair the sessions of the Governing Board.
3. The Auditors may attend the sessions of the Governing Board and make statements. They shall not, however, be entitled to vote.
4. In addition to the Officers of the Foundation, the Rector of UNU, or his representative, may make statements at the sessions of the Governing Board. He/she shall not, however, be entitled to vote.
Article 28 (Convening of sessions of the Standing Council of Directors and related matters)
1. The Standing Council of Directors shall consist of the Executive Director, Senior Managing Director, and Managing Directors and take decisions on the matters as prescribed in these Statutes and those entrusted by the Governing Board. The Standing Council of Directors shall be convened by the Executive Director as necessary.
2. The Executive Director shall chair the sessions of the Standing Council of Directors.
Article 29 (Quorum of sessions of the Governing Board, the Standing Council of Directors and related matters)
1. The Governing Board and the Standing Council of Directors cannot start proceedings and resolve matters unless two-thirds or more of the current number of Directors are present. However, those who have indicated their intention in writing in advance on the relevant agenda items shall be regarded as being present.
2. Unless otherwise specifically provided for in these Statutes, decisions of the Governing Board and the Standing Council of Directors shall be taken by a simple majority of the Directors present, and in the event the vote is a tie, the presiding officer shall decide the issue.
Article 30 (The Board of Councillors)
1. The Governing Board must make a prior consultation with the Board of Councillors on the following matters:
(1) Programmes of work and budget;
(2) Report on activities and settlement of account;
(3) The Endowment Fund;
(4) Long-term borrowing;
(5) Assuming of additional liabilities or surrendering of titles, apart from those referred to in the proviso of Item(1), (3), and(4) above;
(6) Other important matters the Governing Board regard necessary, on the operation of the Foundation.
2. The provisions of Articles 27 and 29 shall apply mutatis mutandis to the Board of Councillors. In this case the words “Governing Board” and “Directors” in those Articles shall read respectively “Board of Councillors” and “Councillors”.
Article 31 (Proceedings of sessions)
1. The Proceedings of each session shall be recorded in consideration of the following matters:
(1) The date and place of the session;
(2) The current number of the membership of the Governing Board or the Board of Councillors and of those present in the session;
(3) Decisions taken;
(4) A description and summary of the session, the number of vote cast, and the results.
2. Proceedings shall be signed by the presiding Officer and two or more of the attending Officers selected at the session.
CHAPTER SEVEN SUPPORTING MEMBERS
Article 32 (Supporting Members)
(1) The Foundation may have Supporting Members.
(2) The Supporting Members shall be natural and juridical persons or other organizations that support financially the activities of the Foundation.
(3) The Supporting Members shall pay supporting membership fee.
(4) Necessary matters regarding the Supporting Members shall be laid down by the Executive Director, following the decision of the Governing Board of Directors.
CHAPTER EIGHT AMENDMENT TO THE STATUTES AND DISSOLUTION
Article 33 (Amendments to the Statutes)
The present Statutes may not be amended unless the consent is obtained from three-fourths or more of the respective Directors and the Councillors in service, and authorization has been issued by the Minister of Foreign Affairs and the Minister of Education, Culture, Sports, Science and Technology.
Article 34 (Dissolution)
For the dissolution of the Foundation, it must obtain the consent of three-fourths or more of the respective Directors and Councillors in service and the authorization issued by the Minister of Foreign Affairs and the Minister of Education, Culture, Sports, Science and Technology.
Article 35 (Disposition of surplus assets)
The property of the Foundation remaining at the time of dissolution shall, with the consent of three-fourth or more of respective Directors and the Councillors in service and the authorization by the Minister of Foreign Affairs and the Minister of Education, Culture, Sports, Science and Technology, be donated to public-service corporations which meets the purposes of the Foundation.
CHAPTER NINE ADDITIONAL PROVISIONS
Article 36 (Documents and books to be kept)
1. The following documents and books shall be kept in the headquarters of the Foundation, unless other equivalent documents are kept in compliance with the provisions of relevant laws and regulations:
(1) The Statutes;
(2) Name lists and CVs of the Officers, Councillors and the staff members;
(3) Programme statement and Settlements of accounts;
(4) Statement of reasons for increase/decrease of property;
(5) Balance sheet;
(6) Inventory of property;
(7) Report on the activities and Budget;
(8) Ledgers of assets and liabilities;
(9) Books and vouchers of income and expenditure;
(10) Documents for the business of the Governing Board and the Standing Council of Directors and the Board of Councillors;
(11) Day-book of management of affairs;
(12) Letters addressed to and received from governmental offices;
(13) Other necessary documents and books.
2. The documents and books mentioned in the preceding paragraph shall be kept eternally, with the exception of books and documents under Item 9 which shall be kept for ten years or more, and documents and books under Item 11 to 13 which shall be kept for one year or more.
3. The Foundation will positively disseminate the information in public to promote the fair and open activities of the Foundation. As for the documents in Items 1 through 7 in paragraph 1 above, they shall, in principle, be open to the public. However, as for Item 2 in paragraph 1 above, the name lists and CVs of the Officers, Councillors, and staff members are to be excluded. As for the necessary matters concerning information disclosure, separate rules will be applied after obtaining the Governing Board’s decision.
Article 37 (Particular provisions)
Particular provisions required for the enforcement of these Statutes shall be established by the President, following the decision of the Governing Board.
SUPPLEMENTARY PROVISIONS
1. These Statues shall come into force on the day of authorization of establishment of the Foundation by the Minister of Foreign Affairs and the Minister of Education, Culture, Sports, Science and Technology.
