The Articles of Incorporation. Association for Aid and Relief, Japan (AAR Japan)

Transcription

1 The Articles of Incorporation Association for Aid and Relief, Japan (AAR Japan)

2 CHAPTER I GENERAL PROVISIONS ARTICLE 1 (Name of the Organization) The name of this Specified Non-profit Corporation is Association for Aid and Relief, Japan (AAR) (hereinafter referred to as AAR ). ARTICLE 2 (Location of the Main Office) The main office of AAR is located at Mizuho Bldg. 5F, , Kami-osaki, Shinagawa-ku, Tokyo, Japan. ARTICLE 3 (Objective) AAR shall carry out various international cooperation activities, including relief and assistance to promote self-reliance of vulnerable people such as refugees, taking an impartial stand in terms of political principles, beliefs, religions or ideologies. Through its activities, AAR shall aim to promote prosperity of all human beings, and to play a role for Japan to contribute to the international community. ARTICLE 4 (Areas of Non-profit Activities) AAR shall carry out the specified non-profit activities in the following areas to accomplish the missions outlined in Article 3: 1) Promotion of peace and human rights protection; 2) International cooperation; 3) Relief assistance. ARTICLE 5 (Scope of Activities) To accomplish the objectives outlined in Article 3, AAR shall implement the following activities: 1) Research and advocacy in human rights protection and peace promotion; 2) Information collection and research on refugee issues and any other relevant activities in international cooperation; 3) Emergency relief and assistance for refugees and the vulnerable, and any other relevant international cooperation activities; 4) Assistance to refugees and the vulnerable, including support for job searching and/or school enrolment;

3 5) Training and dispatching volunteers who participate in relief and development assistance; 6) Publication and holding workshops, concerning refugee issues and other relevant issues on relief activities and international cooperation. 7) Support for voluntary activities including charity events run by volunteers; 8) Any other activities required to attain the objectives of AAR. CHAPTER II MEMBERSHIP ARTICLE 6 (Definition of Membership) The membership of this organization shall be classified into two categories as follows, and those with a full membership shall be regarded as Corporate Members under the definition of the Law to Promote Specified Nonprofit Activities: 1) Full Member: Individuals or organizations that agree to support the objectives of AAR and obtain its membership 2) Associate Member: Individuals or organizations that agree to support the objectives of AAR and obtain its membership ARTICLE 7 (New Membership) AAR shall not have specific conditions on admission of new members. 2. An applicant who wants to obtain membership of AAR shall apply directly to the Chairperson of the Board. 3. The chairperson must extend new membership to an applicant unless there is a clear and justified reason for rejection. 4. In case an application for membership is rejected, the chairperson must inform the applicant of the reasons for rejection in a written manner. ARTICLE 8 (Membership Fee) A new member of AAR must pay the admission fee and annual membership fee, the amounts of which are determined by the General Meeting.

4 ARTICLE 9 (Loss of Membership) A member of AAR loses his/her membership when he/she falls under one of the following categories: 1) A member submits a notice of withdrawal of membership to AAR, 2) A member passes away or disappears and a court declares such missing person dead, or the organization, which holds membership, dissolves itself, 3) A member does not pay the annual membership fee for more than three years consecutively, 4) A member is expelled from AAR. ARTICLE 10 (Withdrawal of Membership) A member can withdraw membership by submission of a notice of withdrawal to the Chairperson. ARTICLE 11 (Expulsion of Member) The General Meeting resolution can expel a member of AAR when the concerned member falls under one of the following categories: 1) A member violates the Articles of Incorporation of AAR; 2) A member discredits AAR and/or acts against the objectives of AAR. 2. When the General Meeting expels a member based on the section above, it must give an opportunity to the concerned member to defend him/herself before voting. ARTICLE 12 (No-Return Policy) AAR shall not return the membership fee and/or any other money and goods that were submitted before expulsion of the expelled member. CHAPTER III EXECUTIVES ARTICLE 13 (Positions and Number of Executives) The Executive Board of Members of AAR shall consist of the following members: 1) Directors: from nine (9) to thirty (30) members 2) Auditors: from two (2) to three (3) members

5 2. The members holding the following positions shall be selected from amongst Directors: --President (one person); --Chairperson (one person); --Vice-Chairpersons (appropriate number of persons); --Senior Managing Director (one person); --Managing Directors (from one (1) to nine (9) members). 3. AAR shall be able to appoint Advisor(s) in addition to the above Directors. ARTICLE 14 (Election) The General Meeting shall elect Executive Directors and Auditors. 2. The President, Chairperson, Vice-Chairpersons and Managing Directors shall be elected from amongst Directors. 3. The Chairperson from amongst Managing Directors shall appoint the Senior Managing Director. 4. The Chairperson shall appoint Advisor(s). 5. There shall not be more than one person amongst Directors who is a spouse or relative within the third degree of consanguinity. Said Director and his/her spouse and relatives within the third degree of consanguinity may not constitute more than one-third of all Executive Board Members. 6. The person(s) who fall under the category of Article 20 of the Law to Promote Specified Nonprofit Activities must not become a Director of AAR. 7. Auditors must not hold the post of Directors, staff or Advisor concurrently in AAR. ARTICLE 15 (Authority and Duty) The President has the authority to supervise AAR and to provide advice and suggestions in response to any matters concerning AAR. 2. The Chairperson represents AAR and supervises its activities. In case of emergency, the Chairperson has the sole authority and responsibility for decisions and actions of AAR. 3. Vice Chairpersons assist the Chairperson, and during the time that the Chairperson cannot conduct his/her duties Vice Chairpersons shall fulfill the duties of the Chairperson in place of the chairperson as decided in advance. 4. The Senior Managing Director manages the Secretariat of AAR, reports to the Chairperson regularly, and follows his/her instruction to run the administration. 5. Managing Directors form the Executive Board of Directors and execute the duties of AAR. 6. Directors form the Board of Directors and execute the duties of AAR according to the Articles of Incorporation, resolution(s) of the General Meeting and/or of the Board of Directors.

6 7. Auditors execute the following duties: 1) To audit management and administration of AAR; 2) To audit financial affairs of AAR; 3) To report to the General Meeting or the competent authority if the auditors find inappropriate activities or serious violation of the Articles of Incorporation, as the result of an audit based on Article ; 4) To call a General Meeting when it is necessary to fulfill the duties declared in Article ; 5) To advise Directors on management by Directors and/or financial affairs of AAR. 8. Advisors assist and give advice to the Chairperson. ARTICLE 16 (Terms of Duty) The term of duty of Directors is two (2) years and reappointment shall not be prohibited. 2. The term of duty of a newly-elected director due to a by-election or an increase in the number of members is the remaining period of the term of his/her immediate predecessor or the present holder of the office, respectively. 3. Upon resignation or completion of a term, the Director must continue to execute his/her duties until the successor is elected. ARTICLE 17 (Vacancy Fulfillment) When over one-third of positions of Directors or Auditors are vacated, the vacancy must be fulfilled without delay. ARTICLE 18 (Dismissal) The Board of Directors has the authority to dismiss Directors by resolution, when a concerned director: 1) Can not execute his/her duty due to illness or; 2) Has failed to perform his/her duties or conducted inappropriate acts as a director. 2. When the Board of Directors makes a motion for dismissal of one of its members based on the section above, it must give an opportunity to the concerned director to defend him/herself before voting. 3. The General Meeting has the authority to dismiss Auditors, regardless of their term of office, when the concerned auditor: 1) Can not execute his/her duty due to illness or; 2) Has failed to perform his/her duties or conducted inappropriate acts as an auditor.

7 4. When the Board of Directors makes a motion for dismissal of an Auditor based on the section above, it must give an opportunity to the concerned auditor to defend him/herself before voting. ARTICLE 19 (Remuneration) No more than one-third of the total number of Directors can receive remuneration. 2. Directors can receive compensation for their expenses in performing their duties as directors. 3. The details of Article 19-2 shall be determined by the Chairperson after resolution of the General Meeting. CHAPTER IV COUNCILS ARTICLE 20 (Types of Councils) AAR shall have three types of councils, namely the General Meeting, Board of Directors and Executive Board of Directors. 2. The General Meeting shall consist of Regular General Meetings and Extraordinary General Meetings. ARTICLE 21 (Composition of General Meeting) The General Meeting consists of the full members of AAR. ARTICLE 22 (Authority of General Meeting) The General Meeting shall have the authority to decide the following agendas: 1) Amendment of the Articles of Incorporation 2) Dissolution or merger of AAR 3) Program plan and budget 4) Program report and final account report 5) Election of Directors and/or dismissal of Auditors, and their duties and remuneration 6) Amounts of admission fee and annual membership fee 7) Adoption of a long-term loan, taking new responsibility and/or abandonment of rights 8) Any other important issues on management. ARTICLE 23

8 (When to Hold General Meeting) The General Meeting shall be held once a year. 2. An Extraordinary General Meeting shall be held under one of the following situations: 1) The Board of Directors recognizes the need to hold the Meeting and requests to convene it, 2) Over one-fifth of the total number of full members of AAR requests to convene the Meeting with the written statement of the objectives of the meeting, 3) Auditor(s) request to convene the Meeting based on Article ARTICLE 24 (Convocation of General Meeting) The Chairperson of the Executive Directors shall convene the General Meeting except in the case of Article The Chairperson of the Executive Directors must convene the Meeting within thirty (30) days after he/she receives the request based on Article or Notice to convene the Meeting must be circulated at least five (5) days in advance, with the written statement of date, venue, objectives and agenda of the Meeting. ARTICLE 25 (Chairperson of General Meeting) The Chairperson of the General Meeting shall be elected among the attending full members of AAR at the Meeting. ARTICLE 26 (Quorum of General Meeting) The General Meeting shall be validly held only when over one-third of the total number of full members of AAR attends the meeting. ARTICLE 27 (Agenda of General Meeting) Agenda of the General Meeting shall be the one that is notified in advance according to Article Resolutions shall be adopted based on the Articles of Incorporation or a vote by a majority of attending full members, whereas the Chairperson shall cast the deciding vote in case of a tie. ARTICLE 28 (Voting Rights) Each member of AAR shall have an equal voting right.

9 2. Any full member who cannot attend the Meeting under unavoidable circumstances can vote either by a mailed vote or by a proxy vote through another full member of AAR. 3. Any full member who participates in voting by a vote based on the above section shall be regarded to have attended the meeting. 4. Any full member who has a special interest in the concerned agenda cannot participate in voting for that agenda. ARTICLE 29 (Minutes of General Meeting) Minutes of the General Meeting shall include the following items: (1) Date and venue; (2) Total number of full members of AAR and the number of attendants, including the number of mailed votes and proxy votes; (3) Agenda; (4) Proceedings of the meeting and the results of voting; (5) Issues regarding election of signatories of minutes. 2. Minutes of the meeting shall be signed by two (2) signatories elected by the Chairperson at the General Meeting. ARTICLE 30 (Composition of Board of Directors) The Board of Directors consists of Directors. ARTICLE 31 (Authority of Board of Directors) The Board of Directors shall have the authority to decide the issues stipulated in the Articles of Incorporation and the following agendas: (1) Issues that should be discussed in the General Meeting; (2) The execution of decisions made in the General Meeting; (3) The execution of duties that do not need approval by the General Meeting. ARTICLE 32 (When to Hold the Meeting of Board of Directors) The meeting of the Board of Directors shall be held under one of the following situations: (1) The Chairperson of AAR recognizes the need to hold the meeting; (2) Over one-third of the total number of directors requests to convene the meeting with the written statement of the objectives of the meeting;

10 ARTICLE 33 (Convocation of the Board of Directors) The meeting shall be convened by the Chairperson of AAR. 2. Chairperson must convene the meeting within fifteen (15) days if requested based on Article Notice to convene the meeting must be circulated at least seven (7) days in advance, with the written statement of date, venue, objectives and agenda of the meeting. ARTICLE 34 (Chairperson of the Meeting of Board of Directors) The Chairperson of AAR shall chair the meeting of the Board of Directors. ARTICLE 35 (Agenda of the Meeting of Board of Directors) Agenda of the Board of Directors meeting shall be the one that is notified prior to the meeting according to Article Resolutions shall be adopted by a majority vote of the total number of Directors, whereas the Chairperson of the meeting shall cast the deciding vote in case of a tie. ARTICLE 36 (Voting Rights at the Meeting of Board of Directors) Each Director shall have an equal voting right. 2. Any Director who cannot attend the meeting can vote by a mailed vote on the notified agenda. 3. Any Member who votes according to the above section shall be regarded to have attended the meeting. 4. Any Director who has a special interest in the concerned agenda cannot participate in voting for that agenda. ARTICLE 37 (Minutes of the Meeting of Board of Directors) Minutes of the meeting for the Board of Directors shall include the following items: (1) Date and venue; (2) Total number of Directors, and the number and names of the attendants; (3) Agendas; (4) Proceedings of the meeting and the results of voting; (5) Issues regarding election of signatories of minutes. 2. Minutes of the meeting shall be signed by two (2) signatories elected by the Chairperson and

11 attendants of the meeting. ARTICLE 38 (Composition of Board of Managing Directors) The Board of Managing Directors consists of the President, Chairperson, Vice Chairpersons, Senior Managing Director, and Managing Directors. ARTICLE 39 (Authority of the Board of Managing Directors) The Executive Board of Directors shall have the authority to decide the following agendas: (1) The execution of duties in case of emergency; (2) The issues to be discussed in the General Meeting and the Board of Directors Meetings; (3) The execution of decisions made by the Board of Directors and/or in the General Meeting; (4) The execution of duties that do not need approval by the General Meeting and the Board of Directors. ARTICLE 40 (When to Hold the Meeting of Board of Managing Directors) The Executive Board of Directors meetings shall be held under the following situations: (1) The Chairperson of AAR recognizes the need to hold the meeting; (2) Over one-third of the total number of directors requests to convene the meeting with the written statement of the objectives of the meeting; (3) Over one-third of the total number of Managing Directors requests to convene the meeting with the written statement of the objectives of the meeting. ARTICLE 41 (Convocation of the Board of Managing Directors) The meeting of the Board of Managing Directors shall be convened by the Chairperson of AAR. 2. The Chairperson must convene the meeting within ten (10) days if requested in the case of Article 40-2 and Notice to convene the meeting must be circulated at least two (2) days before, with the written statement of date, venue, objectives and agenda of the meeting. ARTICLE 42 (Chairperson of the Board of Managing Directors)

12 The Chairperson of AAR shall chair the Board of Managing Directors. ARTICLE 43 (Agenda of Board of Managing Directors) Agenda of the Executive Board of Directors meeting shall be the one that is notified prior to the meeting according to Article Resolutions shall be adopted by a vote of majority of the total number of Managing Directors, whereas the Chairperson of the meeting shall cast the deciding vote in case of a tie. ARTICLE 44 (Voting Rights on the Board of Managing Directors) Each Managing Director shall have an equal voting right. 2. Any Managing Director who cannot attend the meeting under unavoidable circumstances can vote by a mailed vote on the notified agendas. 3. Any Member who voted according to the above section shall be regarded to have attended the meeting. 4. Any Managing Director who has a special interest in the concerned agenda cannot participate in voting for that agenda. ARTICLE 45 (Minutes of Executive Board of Directors Meeting) Minutes of the Board of Managing Directors shall include the following items: (1) Date and venue; (2) Total number of Managing Directors, the number and the names of attendants including the number of mailed votes; (3) Agenda; (4) Proceedings of the meeting and the results of voting; (5) Issues regarding election of signatories of minutes. 2. Minutes of the meeting shall be signed by two (2) signatories elected by the Chairperson at the meeting. CHAPTER V ASSETS ARTICLE 46 (Composition of Assets) The assets of AAR consist of the following: (1) Assets specified in a list of assets upon establishment of AAR;

13 (2) Admission fee and membership fee; (3) Donated assets; (4) Income accruing on assets; (5) Income accruing on projects; (6) Other income. ARTICLES 47 (Classification of Assets) The assets of AAR shall be classified in accordance with those related to its specified nonprofit activities. ARTICLES 48 (Management of Assets) The Chairperson of AAR manages the assets of AAR. The method of management shall be decided by the Chairperson, through resolution by the General Meeting. CHAPTER VI ACCOUNTS ARTICLE 49 (Principles of Accounts) Accounts of AAR shall be managed in accordance with Article 27 of the Law to Promote Specified Nonprofit Activities. ARTICLE 50 (Scope of Accounts) Accounts of AAR shall be defined as project accounts for specified non-profit activities. March. ARTICLE 51 (Fiscal Year) Fiscal year of AAR shall begin on the first day of April and end on the thirty-first day of ARTICLE 52 (Project Planning and Budget) The Chairperson of AAR plans all the activities and budget every fiscal year, for approval at the General Meeting.

14 ARTICLE 53 (Provisional Budget) When a budget for the coming fiscal year cannot be approved because of unavoidable causes despite provisions of Article 52, the Chairperson, upon approval by the Executive Board of Directors, shall have authority to receive and spend funds based on the budget of the former fiscal year, until the budget for the coming fiscal year is approved. 2. The revenue and expenditure accrued in the above section shall be regarded as those in the newly-approved budget. ARTICLE 54 (Reserve Fund) AAR shall have a reserve fund in its budget, to be used for excess expenditures and/or for expenditures not provided for in the budget. 2. Use of the reserve fund shall require approval by the Board of Directors, whereas for the emergency reserve fund, use can be approved by the Board of Managing Directors. ARTICLE 55 (Supplement and Revision of Budget) AAR, upon approval by the Executive Board of Directors, shall revise the budget or add a supplementary budget to it, when an unavoidable situation occurs after adoption of the budget for the concerned fiscal year. ARTICLE 56 (Report of Activities and Financial Report) At the end of every fiscal year the Chairperson must submit a report of activities, list of assets, balance sheet and financial report to the Auditors and the General Meeting for approval. 2. The surplus, if any, shall be carried over to the next fiscal year. ARTICLE 57 (Measures in Special Case) Measures taken in special situations require approval by the General Meeting when relinquishing existing rights or taking new responsibilities in terms of accounts occur outside the budget.

15 CHAPTER VII REVISION OF ARTICLES OF INCORPORATION, DISSOLUTION AND MERGER ARTICLE 58 (Amendment of the Articles of Incorporation) The amendment of the Articles of Incorporation requires approval by over three-fourths of the attending full members at the General Meeting and approval by the competent authority, except for the case of the immaterial changes stipulated in Article 25-3 of the Law to Promote Specified Nonprofit Activities. ARTICLE 59 (Dissolution) AAR dissolves itself as a result of any of the following situations: (1) Resolution of the General Meeting to that effect; (2) Impossibility of successful performance of its objectives of specified non-profit activities; (3) Absence of full members; (4) Merger; (5) Bankruptcy; (6) Revocation of authorization of establishment by the competent authority. 2. Dissolution based on Article requires approval by over three-fourths of the total full members of AAR. 3. Dissolution based on Article requires authorization by the competent authority. ARTICLE 60 (Transfer of the Residual Assets upon Dissolution) When AAR dissolves itself, except in the cases of merger or bankruptcy, the residual assets of AAR shall be transferred to the Social Welfare Corporation Support 21. ARTICLE 61 (Merger) Merger of AAR must be approved by over three-fourths of the total number of full members at the General Meeting and be authorized by the competent authority.

16 CHAPTER VIII PUBLIC ANNOUNCEMENT ARTICLE 62 (Public Announcement) Public announcements by AAR shall be made on the notice board of AAR and in the official gazette. CHAPTER IX THE SECRETARIAT ARTICLE 63 (Establishment of Secretariat) AAR shall establish the Secretariat to deal with its office affairs management. 2. The Secretariat shall have a Secretary General and necessary number of staff. ARTICLE 64 (Appointment and Dismissal of Staff) The Chairperson of AAR shall have power to appoint and dismiss the Secretary General and Secretariat staff. ARTICLE 65 (Structure and Management of Office) Necessary issues concerning structure and management of the office shall be decided by the Chairperson of AAR, after being approved by the Board of Directors. 2. The Chairperson shall decide on necessary issues including the management structure of the office. 3. The Secretariat of AAR shall promote voluntary activities by the volunteers who agree with the objectives of AAR.

17 CHAPTER X BYLAWS ARTICLE 66 The Chairperson shall determine the detailed rulings regarding the Articles of Incorporation of AAR, after the Board of Directors adopts those rulings. SUPPLEMENTARY PROVISIONS 1. The Articles of Incorporation shall come into force on the day of establishment of AAR. 2. The original Directors of AAR shall consist of those appearing in the Appendix. 3. The terms of duty of the original Executive Directors shall start from the day of establishment of AAR and end on the 31 st day of March 2001, regardless of the Articles of Incorporation in Article The first fiscal year of AAR shall start from the day of establishment and end on the 31 st day of March 2001, regardless of the stipulations in Article The project plans and budget for the first fiscal year shall be decided at the first General Meeting, regardless of the stipulations in Article Regardless of the stipulations in Article 8, the admission fee and membership fee of AAR shall be the following: (1) Admission Fee: Zero (0) yen (2) Membership Fee: Five thousand (5,000) yen per membership 7. The original members of AAR shall be the members of the voluntary organization Association for Aid and Relief, Japan. No membership fee shall be applied to the members of the Association for Aid and Relief, Japan who have paid the membership fee for the year of The admission fee and membership fee of AAR shall be the following as of April 1, 2005: (1) Admission Fee: Zero (0) yen (2) Membership Fee: Seven thousand (7,000) yen per full membership Five thousand (5,000) yen per associate membership