Statutes
CHAPTER ONE GENERAL PROVISIONS
Article 1 (Appellation)
This juridical person (hereinafter referred to as "the Foundation") shall be called the Koeki Zaidan Houjin Kokuren Daigaku Kyoryokukai (or The Japan Foundation for United Nations University, in English).
Article 2 (Location of Headquarters)
1. The Foundation shall have the Headquarters in Shibuya-ku, Tokyo.
2. The Foundation may have its subordinate offices at any necessary locations, by resolution of the Board of Directors Meeting; which may also be changed or abolished in the same manner.
CHAPTER TWO PURPOSES AND MISSION
Article 3 (Purposes)
The purposes of the Foundation shall be, in accordance with the spirit of the United Nations University Charter, to contribute to the development of the United Nations University (hereinafter referred to as "UNU") by providing UNU with necessary assistance and cooperation for the solution of urgent and global problems (hereafter referred to as "solution of global problems") relating to the survival, welfare and development of mankind, to promote spreading the knowledge for the solution of global problems, and thus to contribute to the advancement of science and technology, the promotion of international mutual understanding and the technological cooperation with the developing countries.
Article 4 (Mission)
1. To realize the purposes set forth in Article 3, the Foundation shall engage in the following:
(1) Campaign, public relations, etc. to promote people's understanding of and interest in UNU's activities and the solution of global problems;
(2) Lectures, seminars, symposiums, etc. in order to spread knowledge etc. for the solution of global problems;
(3) Support for the activities of UNU related to its education and research, and support for the maintenance of the educational and research environment at UNU;
(4) Study for the solution of global problems; and research, study, analysis, etc. of the undertaking of the society at large on global problems;
(5) Cooperation related to the execution and operation of UNU's activities; and
(6) Any other missions necessary to accomplish the purposes of the Foundation.
2.The missions set forth in the preceding paragraph shall be conducted in this country and abroad.
Article 5 (Other Missions)
The Foundation may, in order to contribute to the promotion of public interest mission, engage in the following missions:
(1) Sales of commodities which help to support UNU
(2) Providing services which help to support UNU
(3) Any other missions related to the ones set forth in each of the preceding items.
CHAPTER THREE PROPERTY AND ACCOUNTING
Article 6 (Classification of Property)
1. The property of the Foundation shall be classified into two categories; the Endowment Fund and the Functional Property.
2. The Endowment Fund shall be the property indispensable for operating the missions for the purposes of the Foundation.
3. The Functional Property shall be the property other than the Endowment Fund.
Article 7 (Endowment Fund)
1. The Endowment Fund set forth in paragraph 2 of the preceding Article, at the time of registration of the transition of the Foundation, shall be as indicated in Appended Table 1.
2. The Endowment Fund shall comprise the following:
(1) The Endowment Fund at the time of registration of the transition of the Foundation;
(2) Property donated and designated as Endowment Fund at and after the time of registration of the transition of the Foundation; and
(3) Property added to the Endowment Fund by resolution of the Board of Directors.
3. The Endowment Fund shall be managed under due care of a prudent manager to accomplish the purposes of the Foundation, and disposal of a part of the Endowment Fund or exclusion of a part of the Endowment Fund from the Endowment Fund shall require approval of the Board of Directors and the Board of Councillors in advance.
Article 8 (Management and Investment of Property)
1. The property of the Foundation shall be managed and invested by the Chief Executive Director in accordance with the Regulations for Property Management and Investment set forth separately by resolution of the Board of Directors Meeting.
2. In case the Foundation engages only in the missions set forth in paragraph 1 of Article 4, the amount less than a half of the received contribution may be used for the management and operation of the Foundation.
Article 9 (Fiscal Year)
The fiscal year of the Foundation shall commence on January 1 and end on December 31 of the same year.
Article 10 (Mission Plan and Budget)
1. A written mission plan, a written budget for revenue and expenditure, and a document that describes the prospect of fund raising and capital investment of the Foundation, shall be prepared by the Chief Executive Director, and after resolution of the Board of Directors Meeting, be reported to the Board of Councillors Meeting no later than the day preceding the commencement of the fiscal year. The same procedures shall apply mutatis mutandis to the modification of above documents.
2. The documents set forth in the preceding paragraph shall be submitted to the administrative agency no later than the day preceding the commencement of the fiscal year.
Article 11 (Mission Report and Settlement of Accounts)
1. Regarding the Mission Report and Settlement of Accounts of the Foundation, after the end of each fiscal year, the following documents shall be prepared by the Chief Executive Director, audited by the Auditors, and, after approval by the Board of Directors Meeting, submitted to the Annual Board of Councillors Meeting; where the contents of the documents set forth in items (1) and (2) shall be reported and the documents set forth in items (3) through (7) shall be approved:
(1) Mission Report;
(2) Supplementary Schedules of the Mission Report;
(3) Balance Sheet;
(4) Profit and Loss Statement (Net Property Increase and Decrease Statement)
(5) Supplementary Schedules of the Balance Sheet and the Profit And Loss Statement (Net Property Increase and Decrease Statement);
(6) Inventory of Property; and
(7) A document that describes an outline of the circumstances of operational organization and mission activities and important figures thereof.
2. Documents set forth in items (1) through (7) of the preceding paragraph shall be submitted to the administrative agency within 3 months after the end of each fiscal year.
Article 12 (Calculation of Remaining Amount of Public Interest Purposes Acquired Property)
In each fiscal year, the Chief Executive Director shall calculate the remaining amount of the property acquired for public interest purposes and describe it in the document set forth in item (7) of paragraph 1 of the preceding article.
Article 13 (Accounting Principles)
1. The Accounting of the Foundation shall be subject to the accounting practices for the public interest corporations generally accepted as fair and appropriate.
2. Necessary matters for accounting of the Foundation shall be subject to the regulations set forth separately by resolution of the Board of Directors Meeting.
3. Management of the preparatory fund for specific cost and the funds retained for acquisition or betterment of specific property shall be subject to the regulations set forth separately by resolution of the Board of Directors Meeting.
CHAPTER FOUR COUNCILLORS
Article 14 (Councillors)
The Foundation shall have 9 to 15 Councillors.
Article 15 (Election and Dismissal of Councillors)
1. Election and dismissal of Councillors shall be resolved at the Board of Councillors Meeting.
2. In electing Councillors, the requirements in each of the following items shall be satisfied:
(1) With respect to each Councillor, the total number of Councillors who fall under following (a) through (f) shall not exceed one third of the total number of Councillors:
(a) Said Councillor and his or her spouse or relatives within the third degree of kinship;
(b )A person who does not make notification of marriage with said Councillor but under de facto marital relationship;
(c) An employee of said Councillor;
(d) A person not listed in above (b) and (c) but makes a living with money and other property received from said Councillor;
(e) A spouse of a person listed in above (c) or (d); and
(f) A person who is a relative within the third degree of kinship of persons listed in above (b) through (d) and lives under the same livelihood with them.
(2) The total number of Councillors who falls under following (a) through (d) of other identical organizations (excluding public interest corporations) shall not exceed one third of the total number of Councillors:
(a) A Director;
(b) An Employee;
(c) An Officer other than Director (in case of organization, other than juridical person, which specifies representative or manager, said representative or manager) or executive member of said other identical organizations; and
(d) An Employee (excluding members of the Diet and members of council of local government) of the following organizations:
1) A national organization;
2) A local government;
3) A incorporated administrative agency;
4) A national university corporation or inter-university research corporation;
5) A local incorporated administrative agency; and
6) A special corporation or authorized corporation established under a special law and the establishment thereof requires the authorization from an administrative agency.
(3) A person who does not concurrently act as a Director, an Auditor or an employee of the Foundation.
3. A Councillor may be dismissed by resolution of the Board of Councillors Meeting, if that Councillor:
(1) has breached his or her duty in the course of his or her duties, or neglected his or her duties: or
(2) has difficulty in, or is unable to cope with the execution of his or her duties due to mental or physical disability.
4. In case of changes of Councillors, registration shall be made within 2 weeks and a notification accompanied by a registration certificate shall be submitted to the administrative agency without delay.
Article 16 (Authority)
Councillors shall comprise the Board of Councillors, participate in decisions set forth in Article 21, and exercise other authority as provided for in laws and regulations.
Article 17 (Term of Office)
1. The term of office of the Councilors shall continue until the conclusion of the Annual Board of Councilors Meeting for the last fiscal year which ends within 4 years from the time of their election; and immediate reelections shall not be precluded.
2. The term of office of the Councillor who is elected as a substitute shall continue until the time the term of office of the predecessor expires.
3. Where there is a vacancy which results in a shortfall in the number of Councillors prescribed in Article 14, a Councillor who retired from office due to expiration of his or her term of office or resignation, shall continue to have the rights and the obligations of a Councillor untill a newly elected Councillor assumes his or her office.
Article 18 (Remuneration, etc. for Councillors)
Councillors shall have no remuneration.
CHAPTER 5 BOARD OF COUNCILLORS
Article 19 (Formation)
1. The Board of Councillors shall comprise of the entire Councillors.
2. One of Councillors shall be appointed as the President of the Board of Councillors. President shall be elected by the Councillors from among themselves.
3. Not more than 2 among Councillors excluding the one set forth in the preceding paragraph may be appointed as Vice Presidents. Vice Presidents shall be appointed by the President with the understanding of the Board of Councillors.
Article 20 (Chairperson)
The President shall act as the Chairperson of the Board of Councillors Meeting. In the event that the President is not available or is absent, the Vice Presidents shall act as the Chairperson in the order designated by the President in advance. In the event both the President and Vice Presidents are not available or are absent, the Councillor elected as Chairperson at the Board of Councillors Meeting on that day shall act as the Chairperson.
Article 21 (Authority)
The Board of Councillors shall resolve the following matters:
(1) Election and dismissal of Directors and Auditors;
(2) The amount of remuneration, etc. for Directors;
(3) Amendment to the Articles of Incorporation;
(4) Approval of Balance Sheet, Profit and Loss Statement (Net Property Increase and Decrease Statement) and Supplementary Schedules thereof;
(5) Disposition of remaining property;
(6) Approval for disposition or exclusion of Endowment Fund; and
(7) Other matters provided for in the laws and regulations or the Article of Incorporation to be resolved by the Board of Councillors.
Article 22 (Holding Meeting)
1. There shall be two categories of the Board of Councillors Meeting; the Annual Board of Councillors Meeting and the Extraordinary Board of Councillors Meeting.
2. The Annual Board of Councillors Meeting shall be held once within 3 months after the end of each fiscal year.
3. The Extraordinary Board of Councillors Meeting shall be held once within 3 months before the commencement of each fiscal year; and also be held as the need arises.
Article 23 (Calling of Meeting)
1. The Board of Councillors Meeting shall be called by the Chief Executive Director in accordance with the resolution of the Board of Directors Meeting.
2. Notwithstanding the provisions of the preceding paragraph, Councillors may request the Chief Executive Director to call the Board of Councillors Meeting by indicating the matters that are the purposes of the Board of Councillors Meeting and the reason for calling.
3. When requested according to the provisions of the preceding paragraph, the Chief Executive Director shall call the Board of Councillors Meeting without delay.
4. The Chief Executive Director shall dispatch the notice of calling to each Councillor, in writing or by means of Electromagnetic Records, indicating the date, time, place, and matters that are the purposes of the meeting, no later than one week prior to the day of the Board of Councillors Meeting.
5. Notwithstanding the provisions of the preceding paragraph, if the consent of all Councillors is obtained, the Board of Councillors Meeting may be held without any procedures to call the meeting.
Article 24
With an invitation of the Chief Executive Director, the Rector of UNU or his representative may attend the Board of Councillors Meeting and state his or her opinion; however, he or she shall not be entitled to vote.
Article 25 (Quorum)
The Board of Councillors Meeting may not be held without the presence of a majority of the Councillors.
Article 26 (Resolution)
1. Resolusion of the Board of Councillors Meeting shall be made, with the presence of a majority of the Councillors excluding the Councillors having a special interest in the resolution, by a majority thereof; and in case of a tie, the Chairperson shall resolve.
2. In the first part of the preceding paragraph, the Chairperson may not participate in the vote as a Councillor.
3. Notwithstanding the provisions set forth in paragraph 1, the following decisions shall be made by a majority of the Councillors, excluding the Councillors having a special interest in decision, being a majority of two-thirds or more of the votes of such Councillors:
(1) Dismissal of Auditors;
(2) Partial exemption from liability for damages of Directors and Auditors;
(3) Amendment in the Articles of Incorporation;
(4) Approval for the disposition or exclusion of the Endowment Fund;
(5) Long-term borrowing (excluding short-term borrowing repayable within the fiscal year);
(6) The assignment of the entire mission;
(7) Approval of the Absorption-Type merger agreement; and
(8) The disposal or acceptance of assignment of important property, and other matters provided for in laws and regulations.
Article 27 (Omission of Resolution and Report)
1. With respect to omission of resolution of the Board of Councillors Meeting, in cases where the Chief Executive Director submits a proposal with respect to a matter which is the purpose of the resolution of the Board of Councillors Meeting, if all Councillors (limited to those who are entitled to participate in 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 Councillors Meeting has been made.
2. In cases where the Chief Executive Director has notified matters that are to be reported to the Board of Councillors Meeting, if all Councillors manifest their intension to agree to omit reports in writing or by means of Electromagnetic Records, it shall be deemed that such matters have been reported.
Article 28 (Minutes)
1. With respect to omission of resolution of the Board of Councillors Meeting, in cases where the Chief Executive Director submits a proposal with respect to a matter which is the purpose of the resolution of the Board of Councillors Meeting, if all Councillors (limited to those who are entitled to participate in 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 Councillors Meeting has been made.
2. The minutes shall be signed by one each of the Councillor acting as the Chairperson of the Board of Councillors Meeting on that day and a signer who is appointed among the Councillors and Directors present.
CHAPTER 6 OFFICERS
Article 29 (Establishment of Officers)
1. The Foundation shall have following officers:
(1) 7 to 12 Directors; and
(2) 1 to 2 Auditors.
2. One of Directors shall be appointed as the Representative Director and assume the office of the Chief Executive Director.
3. One of the Directors excluding the one set forth in paragraph 2 may be appointed as a Senior Managing Director.
4. Not more than 3 of the Directors excluding the ones set forth in paragraphs 2 and 3 may be appointed as Managing Directors.
5. The Directors set forth in paragraphs 3 and 4 shall be appointed as Executive Directors.
Article 30 (Election and Dismissal of Directors and Auditors)
1. Election and dismissal of Directors and Auditors shall be made by resolution of the Board of Councillors Meeting.
2. The provisions of items (1) and (2) of paragraph 2 of Article 15 shall apply mutatis mutandis to election of Directors and Auditors at the Board of Councillors Meeting. In such cases, "Councillors" shall be read as "Directors" or "Auditors" respectively
3. Directors and Auditors may not concurrently act as Councillors, nor mutually act as each other.
4. The provision in paragraph 3 of Article 15 shall apply mutatis mutandis to dismissal of Directors and Auditors. In such cases, "Councillors" shall be read as "Directors" or "Auditors" respectively.
5. In case of changes of Directors and Auditors, registration shall be made within 2 weeks and a notification accompanied by a registration certificate shall be submitted to the administrative agency without delay.
Article 31
A Chief Executive Director, a Senior Managing Director, and Managing Directors shall be appointed among the Directors by resolution of the Board of Directors Meeting.
Article 32 (Duties and Authority of Directors)
1. Directors shall comprise the Board of Directors and shall execute their duties pursuant to the provisions of laws and regulations and the Articles of Incorporation.
2. The Chief Executive Director shall represent the Foundation and execute the mission thereof pursuant to the provisions of laws and regulations and the Articles of Incorporation.
3. Senior Managing Director shall assist the Chief Executive Director and execute the mission of the Foundation; and in the event that the Chief Executive Director is not available or is absent, execute his or her duties relating to the mission on his or her behalf.
4. Managing Directors shall assist the Chief Executive Director and Senior Managing Director and shall share and execute the mission of the Foundation; and in the event the Senior Managing Director is not available or is absent, execute his or her duties relating to the mission on his or her behalf in the order designated by the Board of Directors in advance.
5. The Chief Executive Director and Executive Directors shall report the status of the execution of his or her duties to the Board of Directors at least twice every fiscal year at intervals of over four months.
Article 33 (Duties and Authority of Auditors)
1. Auditors shall audit the execution of duties by Directors and prepare audit reports pursuant to the provisions of laws and regulations.
2. Auditors may at any time request reports on the missions from the Directors and/or employees, and/or investigate the status of the operations and financial status of the Foundation.
3. Auditors shall attend the Board of Directors Meeting and also execute the duties pursuant to the provisions of laws and regulations and the Article of Incorporation.
Article 34 (Term of Office of Officers)
1. The term of office of the Officers shall continue until the conclusion of the Annual Board of Councillors Meeting for the last fiscal year which ends within 2 years from the time of their election; and immediate reelections shall not be precluded.
2. The term of office of the officer, who is elected as a substitute, shall continue until the time the term of office of the predecessor expires.
3. Where there is a vacancy which results in a shortfall in the number of Officers prescribed in Article 29, an Officer who retired from office due to expiration of his or her term of office or resignation shall continue to have the rights and the obligations of an Officer until a newly elected officer assumes his or her office.
Article 35 (Remuneration, etc.)
Directors and Auditors shall have no remuneration, etc; provided, however, the remuneration, etc. may be paid to the Chief Executive Director and Executive Directors to the extent of the amount calculated in accordance with the standards for payment of remuneration, etc. set forth separately by the Board of Councillors.
Article 36 (Restriction on Transactions)
1. In the following cases, a Director shall disclose the material facts on the relevant transactions and obtain approval of the Board of Directors Meeting:
(1) If the Director intends to carry out, for himself or herself or for a third party, any transactions in the line of mission of the Foundation;
(2) If the Director intends to carry out any transactions with the Foundation for himself or herself or for a third party; or
(3) If the Foundation intends to guarantee debts of the Director or otherwise to carry out any transactions with a person other than the Director that results in a conflict of interests between the Foundation and such Director.
2. The Director who has engaged in transactions under each item of the preceding paragraph shall report the material facts with respect to such transactions to the Board of Directors without delay.
Article 37 (Liability for Damages and Partial Exemption from Liability)
If a Director or Auditor neglects his or her duties, he or she shall be liable to the Foundation for damages arising as a result thereof.
Article 38
In cases where the relevant Directors or Auditors are without knowledge and are not grossly negligent in performing their duties, the Foundation may give exemption with respect to the liability by resolution of the Board of Councillors to the extent of the amount of liability minus the minimum liability amount pursuant to the laws and regulations.
CHAPTER 7 BOARD OF DIRECTORS
Article 39 (Formation)
The Board of Directors shall comprise of the entire Directors.
Article 40 (Chairperson of the Board)
The Chief Executive Director shall act as the Chairperson of the Board of Directors Meeting.
Article 41 (Authority)
The Board of Directors shall perform the following duties:
(1) Deciding the execution of the mission of the Foundation;
(2) Supervising the execution of duties by Directors;
(3) Appointing and removing the Chief Executive Director and Executive Directors; >and
(4) Other matters specified to be the duties of the Board of Directors by laws and regulations and the Articles of Incorporation.
Article 42 (Holding Meeting)
The provision of Article 22 shall apply mutatis mutandis to holding the Board of Directors Meeting. In such case, "the Board of Councillors", "the Annual Board of Councillors Meeting" and "the Extraordinary Board of Councillors Meeting" shall be read as "the Board of Directors", "the Annual Board of Directors Meeting" and "the Extraordinary Board of Directors Meeting", respectively.
Article 43 (Calling of Meeting)
1. The Board of Directors Meeting shall be called by the Chief Executive Director; provided however that the Chief Executive Director is absent or not available, the Senior Managing Director shall call the Meeting.
2. Each Director other than the Chief Executive Director may request the Chief Executive Director (in the case set forth in the proviso of the preceding paragraph, Senior Managing Director) to call the Board of Directors Meeting by indicating the matters that are the purposes of the Board of Directors Meeting.
3. Notwithstanding the provisions of paragraphs 1 and 2, in the event that the Meeting is called by a Director or Auditor other than the Chief Executive Director pursuant to the provisions of laws and regulations and the Article of Incorporation, it shall be called by said Director or Auditor.
Article 44
With respect to the attendance of the Rector of UNU or his representative to the Board of Directors Meeting, the provisions of Article 24 shall apply mutatis mutandis. In such case, "the Board of Councillors Meeting" shall be read as "the Board of Directors Meeting".
Article 45 (Quorum)
The Board of Directors Meeting may not be held without the presence of a majority of the Directors.
Article 46 (Resolution)
1. Resolution of the Board of Directors Meeting shall be made, with the presence of a majority of the Directors excluding the Directors having a special interest in the resolution, by a majority thereof; and in case of a tie, the Chairperson shall resolve.
2. In the first part of the preceding paragraph, the Chairperson may not participate in the vote as a Director.
Article 47 (Omission of Resolution and Report)
1. In cases where the Chief Executive Director submits a proposal with respect to a matter which is the purpose of the resolution of the Board of Directors, if all Directors (limited to those who are entitled to participate in votes with respect to such matter) manifest their intention to agree to such proposal in writing or by means of Electromagnetic Records (except for the case where an Auditor states his or her objection to such proposal) it shall be deemed that the resolution to approve such proposal at the Board of Directors Meeting has been made.
2. In case where the Chief Executive Director has notified all of the Directors and the Auditors about the matters to be reported to a Board of Directors Meeting, it shall be deemed that such matters have been reported to the Board of Directors.
3. Notwithstanding the provisions of the preceding paragraph, the mission report by Directors prescribed in paragraph 5 of Article 32 may not be omitted.
Article 48 (Minutes)
Minutes of the Board of Directors Meeting shall be prepared and signed pursuant to the provisions of laws and regulations.
Article 49 (Standing Board of Directors)
1. The Standing Board of Directors shall be established in the Board of Directors.
2. The Standing Board of Directors shall comprise of the Chief Executive Director and all the Executive Directors.
3. The Board of Standing Directors shall decide the execution of the routine missions of the Foundation and the execution of such matters entrusted by the Board of Directors.
4. The Standing Board of Directors shall be called by the Chief Executive Director.
5. The Chief Executive Director shall act as the Chairperson of the Standing Board of Directors Meeting.
6. The Standing Board of Directors Meeting may not be held nor resolve without the presence of a majority of two thirds or more of the current members thereof.
CHAPTER 8 ADVISORS
Article 50 (Advisors)
1. The Foundation may have 1 to 3 Advisors as a voluntary organ.
2. The Advisors shall perform the following duties:
(1) Providing counsels to the Chief Executive Director; and
(2) Stating their opinion on the matters consulted by the Board of Directors Meeting as a reference thereof.
3. Election and dismissal of the Advisors shall be resolved at the Board of Directors meeting.
4. The term of office of the Advisors shall continue until the conclusion of the Annual Board of Directors Meeting in the last fiscal year which ends within 2 years from the time of the election; and immediate reelections shall not be precluded.
5. Advisors shall have no compensation.
CHAPTER 9 SUPPORTING MEMBERS
Article 51 (Supporting Members)
1. The Foundation shall have Supporting Members.
2. The Supporting Members shall be juridical persons and other organizations and individuals that contribute financially in connection with the operation of the Foundation.
3. The Supporting Members shall pay for the Supporting Members' Fee.
4. Necessary matters regarding the Supporting Members shall be determined by the Chief Executive Director, after resolution of the Board of Directors Meeting.
CHAPTER 10 SECRETARIAT
Article 52 (Secretariat and Staffs)
1. The Foundation shall have a Secretariat and necessary staffs.
2. The Secretariat may have office staffs and also, if necessary, research staffs.
3. Appointment and dismissal of staffs shall be made by the Chief Executive Director; provided however that, the Secretary-General and other important staffs shall be elected and dismissed by the Chief Executive Director, after resolution of the Board of Directors Meeting.
4. Staffs shall engage in their duties under the direction of the Chief Executive Director, Senior Managing Director, and Managing Directors.
5. With respect to the organization and operations of the Secretariat, the Chief Executive Director shall determine separately.
Article 53 (Documentation, Filing, and Inspection)
1. The Foundation shall prepare and keep the documents as follows at the Headquarters of the Foundation; provided however that, this shall not apply to the cases where other equivalent documents and books are kept in compliance with the provisions of laws and regulations:
(1) The Article of Incorporation shall be kept at all times.
(2) The written mission plan, the written budget for revenue and expenditure, and the document that describes the prospect of fund raising and capital investment shall be prepared no later than the day preceding the commencement of the fiscal year and kept until the end of the said fiscal year.
(3) The inventory of property, the name list of the Councillors, Directors, and Auditors, and the documents that describes the standards for payment of remuneration, etc. to the officers, etc., and the outline of the circumstances of operational organization, mission activities and important figures thereof shall be prepared within 3 months after the end of each fiscal year, and shall be kept for 5 years thereafter.
(4) The calculation documents for each fiscal year (Balance Sheets and Profit and Loss Statements), the mission report and supplementary schedules thereof, and the audit reports shall be kept for 5 years from the day two weeks prior to the Annual Board of Councillors Meeting; provided however that, the calculation documents shall be kept for 10 years after the time when they are prepared.
(5) The minutes of the Board of Directors Meeting and the Board of Councillors Meeting shall be kept for 10 years after the date of such Board of Directors Meeting and Board of Councillors Meeting.
(6) Other books and documents specified by laws and regulations shall be prepared and kept.
2. With respect to the inspection of the books and documents set forth in each item of the preceding paragraph, the provisions of laws and regulations and also Article 55 shall apply.
CHAPTER 11 COMMITTEE
Article 54 (Committee)
1. In order to facilitate operations of the Foundation and activate the mission promotion thereof, the Foundation may have committees.
2. The Committees shall be resolved by the Board of Directors Meeting or the Board of Councillors Meeting, depending on the purposes and contents of said committees to be established.
CHAPTER 12 INFORMATION PUBLICATION AND PROTECTION OF PERSONAL INFORMATION
Article 55 (Information Publication)
1. The Foundation shall actively publicize the situation of activities, the contents of operation, and the financial materials, etc. thereof, in order to promote the fair and open-minded activities.
2. The matters necessary for information publication shall be decided separately by resolution of the Board of Directors.
Article 56 (Protection of Personal Information)
1. The Foundation shall take all possible measures to protect the personal information acquired during the course of mission.
2. The matters necessary for the protection of personal information shall be decided separately by resolution of the Board of Directors.
CHAPTER 13 AMENDMENT TO THE ARTICLES OF INCORPORATION AND DISSOLUTION
Article 57 (Amendment to the Articles of Incorporation)
1. The Articles of Incorporation may be amended by resolution of the Board of Councillors set forth in item (3) of Article 21.
2. The provisions of the preceding paragraph shall also apply with respect to the provisions of Articles 3, 4 and 15 in the Articles of Incorporation.
3. The provisions of paragraph 1 may not apply with respect to donation of the remaining amount of the public interest purposes acquired property set forth in Article 59 and attribution of the remaining property set forth in Article 60.
Article 58 (Dissolution)
The Foundation shall dissolve, in case the mission which is the purposes of the Foundation cannot be carried out due to loss of the Endowment Fund, or due to other reasons as provided for in laws and regulations.
Article 59 (Donation following Cancellation of Public Interest Authorization, etc.)
When the Foundation receives a disposition of the cancellation of the Public Interest Corporation Authorization, or the Foundation extinguishes as a result of a merger (excluding a case in which the juridical person to succeed its rights and obligations is a public interest corporation), the property equivalent to the remaining amount of the public interest purposes acquired property shall be donated, after resolution of the Board of Councillors Meeting, to other public interest corporations having a similar purpose of mission or the national government or local governments, or juridical persons authorized by the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation; within one month after the day of such cancellation of Public Interest Corporation Authorization or the day of such merger.
Article 60 (Attribution of Remaining Property)
In case of liquidation of the Foundation, the remaining property thereof shall be donated, after resolution of the Board of Councillors Meeting, to the organizations prescribed in the preceding Article as the organizations to receive the donation of the property equivalent to the remaining amount of the public interest purposes acquired property.
CHAPTER 14 PUBLIC NOTICE
Article 61 (Public Notice)
1. The method of public notice of the Foundation shall be electronic public notice.
2. With respect to the Balance Sheet, the Foundation shall give public notice without delay after the conclusion of the Annual Board of Councilors Meeting where said Balance Sheet has been resolved.
3. In case where it is unable to give public notice by way of electronic public notice due to an accident or other unavoidable circumstances, the official gazette shall be used.
CHAPTER 15 AUXILIARY PROVISIONS
Article 62 (Particular Provisions)
The matters necessary for the operation of the Foundation including the matters set forth in the Articles of Incorporation, such as particular provisions necessary for the enforcement of the Articles of Incorporation, shall be determined by the Chief Executive Director, after resolution of the Board of Directors Meeting.
Article 63
With respect to the operation of the Foundation, the provisions in the Articles of Incorporation and also the Act on General Incorporated Association and General Incorporated Foundation, the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, and other related laws and regulations, shall apply.
Supplementary Provisions
1. The Articles of Incorporation shall be effective on and after the day of registration for establishment of the public interest incorporation as provided for in paragraph 1 of Article 106 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act of General Incorporated Association and General Incorporated Foundation and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations.
2. When registrations for dissolution of a special provisions juridical person and establishment of public interest incorporation as provided for in paragraph 1 of Article 106 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act of General Incorporated Association and General Incorporated Foundation and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations are made, notwithstanding the provisions in Article 9, the day preceding the day of registration for dissolution shall be the last day of the fiscal year and the day of registration for establishment shall be the day of commencement of the fiscal year.
3. The initial Representative Director of the Foundation shall be Hiroyuki YOSHIKAWA, and the Executive Directors shall be Yoshikazu HASEGAWA and Akane MORI.
4. The following shall be the initial Officers of the Foundation: Directors: Yukako UCHINAGA, Yasuo KITAHARA, Yotaro KOBAYASHI, Teiichi SATO, Jun-ichi SETO, Toshiro TANAKA, Yoshikazu HASEGAWA, Yoshiyasu HARADA, Kaoru MATSUMOTO, Akane MORI, and Hiroyuki YOSHIKAWA Auditors: Tatsuo OHTA, Yutaka HORI
The following shall be the initial Councillors of the Foundation: Councillors: Yoshiki OHTAKE, Shinichi KITAOKA, Hideko KUNII, Kumi KUROKOCHI, Hiroshi KOMIYAMA, Mitiko GO, Noriaki SAGARA, Hiromichi SEYA, Shoichiro TOYODA, Haruyuki NIIMI, Shigemitsu MIKI, Yuzaburo MOGI, Yoichi MORISHITA, Hirokazu YOSHIKAWA, and Hiromasa YONEKURA
(Appended Table 1)
Endowment Fund (Related to Article 7)| Sorts of property | Location, Quantity, etc. |
| Investment Securities | Tokyo Electric Corporation The 440th Corporate Bond Face Value; JPY70,000,000 |
| Investment Securities | Kyushu Electric Corporation The 349th Corporate Bond Face Value: JPY100,000,000 |
| Term Deposit | Chuo Mitsui Trust and Banking Company - Head Office Face Value: JPY10,000,000 |
