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Tazuke Kofukai Public Interest Foundation

articles of incorporation

Chapter 1 General Provisions

name
Article 1
  1. This corporation isPublic Interest Incorporated Foundation(Railway Station Housing Corporation)Tazuke Kofukai(Tadzuke Kofukai)It is called.
office
Article 2
  1. This corporation shall have its principal office in Osaka City, Osaka Prefecture.
  2. This corporation will have its secondary office in Kyoto City, Kyoto Prefecture.

Chapter 2 Objectives and Business

the purpose
Article 3
  1. The purpose of this corporation is to conduct comprehensive research on medicine, thereby contributing to the promotion and development of academics, science, technology, and culture.
business
Article 4
  1. In order to achieve the objectives set forth in the preceding article, this corporation will establish a clinical medical research hospital, conduct comprehensive medical research based on clinical information, and carry out related activities to achieve the corporation's objectives, while also working to disseminate the results of its research.
  2. The business under the preceding paragraph shall be conducted both in Japan and overseas.

Chapter 3 Assets and Accounting

Basic assets
Article 5
  1. The assets essential to this corporation are called basic assets and are as follows:
  1. Assets resolved by the Board of Directors to be designated as basic assets
  2. Assets donated with the designation of being basic assets
Maintenance and disposal of endowment assets
Article 6
  1. The corporation shall endeavor to properly maintain and manage its basic assets.
  2. In the event that all or part of the endowment assets are to be disposed of or provided as collateral for unavoidable reasons, a resolution must be passed by the Board of Directors with a two-thirds majority of the Directors, excluding Directors with special interests.
Fiscal year
Article 7
  1. The corporation's fiscal year begins on April 1st of each year and ends on March 31st of the following year.
Business plan and income and expenditure budget
Article 8
  1. The corporation's business plan, accompanying income and expenditure budget, and documents detailing fundraising and capital investment projections must be prepared by the chairman of the board of directors before the start of each fiscal year and must be approved by the board of directors. The same applies to any changes to the business plan or income and expenditure budget.
  2. The Chairperson of the Board of Directors must submit the business plan and income and expenditure budget, etc. referred to in paragraph 1 to the administrative authority by the day before the start of each fiscal year.
  3. The documents referred to in paragraph 1 shall be kept at the principal office and at the secondary offices until the end of the relevant business year and shall be available for public inspection.
Business Report and Accounting
Article 9
  1. Regarding the business report and income and expenditure statement of this corporation, after the end of each fiscal year, the chairman of the board of directors shall prepare the following documents, have them audited by the auditors, and documents 3 through 7 shall be audited by the accounting auditor. After approval by the board of directors, they shall be reported to the regular board of councilors and submitted to the administrative authority within three months.
    1. business report
    2. Supplementary details of business report
    3. Balance Sheet
    4. Income statement (statement of changes in net assets)
    5. Supplementary details of the balance sheet and income statement (statement of changes in net assets)
    6. property inventory
    7. Cash flow statement
  2. With regard to the documents listed in items 3 to 7 of the preceding paragraph, if they do not meet the requirements set forth in Article 48 of the Enforcement Regulations of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "Act on General Incorporated Associations and General Incorporated Foundations"), they must be approved by the Regular Board of Trustees instead of being reported to the Regular Board of Trustees as stated in the preceding paragraph.
  3. In addition to the documents reported pursuant to the provisions of Paragraph 1 and approved pursuant to the provisions of the preceding Paragraph, the following documents shall be kept at the principal office for five years and at each secondary office for three years and available for public inspection, and the Articles of Incorporation shall be kept at the principal office and available for public inspection.
    1. Audit Report
    2. Accounting Audit Report
    3. List of directors, auditors and councilors
    4. Documents detailing the standards for payment of remuneration to directors, auditors, and councilors
    5. A document outlining the status of the operating organization and business activities, as well as important figures relating to these
Calculation of the remaining amount of assets acquired for public interest purposes
Article 10
  1. In accordance with Article 48 of the Enforcement Regulations of the Act on the Certification of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (hereinafter referred to as the "Certification Act"), the Chairman of the Board of Directors shall calculate the remaining amount of assets acquired for public interest purposes as of the last day of each business year and enter this amount in the document referred to in Paragraph 3, Item 5 of the preceding Article.
Disposal or acquisition of long-term borrowings and important assets
Article 11
  1. When the corporation intends to borrow funds or dispose of or acquire important assets, except for short-term borrowings that will be repaid with the revenues of that fiscal year, a resolution must be passed by a two-thirds majority of the directors at a meeting of the board of directors attended, with the majority of directors, excluding directors with special interests, in attendance.
Accounting Principles
Article 12
  1. The accounting of this Corporation shall be in accordance with generally accepted accounting practices for public interest corporations.

Chapter 4 Councillors and Board of Councillors

Section 1 Councilors

constant
Article 13
  1. This corporation shall have not less than 10 but not more than 15 councilors.
Appointment and dismissal
Article 14
  1. The appointment and dismissal of councilors shall be made by resolution of the Board of Councilors in accordance with the provisions of Articles 179 to 195 of the General Incorporated Associations and General Incorporated Foundations Act.
  2. Candidates for council members to be submitted to the Board of Trustees may be recommended by both directors and council members.
  3. When appointing a council member, he/she must meet all of the following requirements:
    1. The total number of council members who fall under any of the following categories (a) to (f) shall not exceed one-third of the total number of council members.
      1. The council member in question and his/her spouse or relatives within the third degree of kinship
      2. A person who has not registered marriage with the council member but is in a de facto marriage relationship
      3. Employee of the council member
      4. A person other than those listed in (b) or (c) who supports his/her livelihood through money or other property received from the council member.
      5. Spouse of a person listed in (c) or (d)
      6. A relative within the third degree of kinship of a person listed in (b) to (d) who shares the same household as them.
    2. The total number of council members who fall under the following items (a) to (d) of other similar organizations (excluding public interest corporations) must not exceed one-third of the total number of council members.
      1. director
      2. servant
      3. A person who is an officer other than a director of the same other organization (or, in the case of an organization that is not a corporation and has a representative or administrator, that representative or administrator) or a member who executes business operations.
      4. A person who is an employee of the following organizations (excluding members of the National Diet and local government assemblies):
        • 1) National institutions
        • ② Local governments
        • ③ Independent administrative agencies as defined in Article 2, Paragraph 1 of the Act on General Rules for Independent Administrative Agencies
        • ④ National university corporations as defined in Article 2, Paragraph 1 of the National University Corporation Act or Inter-university Research Institute Corporations as defined in Article 2, Paragraph 3 of the same Act
        • ⑤ Local independent administrative agencies as defined in Article 2, Paragraph 1 of the Local Independent Administrative Agency Act
        • ⑥ Special corporations or authorized corporations
  4. When recommending a candidate for council member to the Board of Trustees, the following matters must be explained to the council member:
    1. The candidate's background
    2. Reasons for selecting the candidate
    3. The relationship between the candidate and this corporation and its directors, auditors and accounting auditors (hereinafter referred to as "officers, etc.")
    4. The candidate's concurrent employment status
term of office
Article 15
  1. The term of office of a Councilor shall be until the conclusion of the last regular meeting of the Board of Councilors in a fiscal year ending within four years of their election. Reappointment is permitted.
  2. Notwithstanding the provisions of the preceding paragraph, the term of office of a Councillor appointed to replace a Councillor who has retired before the expiration of his/her term of office shall be until the expiration of the term of office of his/her predecessor.
  3. In the event that the number of councilors stipulated in Article 13 is not met, a councilor shall retain the rights and obligations of a councilor even after resignation or expiration of his/her term of office until a newly appointed councilor takes office.
Remuneration etc.
Article 16
  1. Council members shall not receive remuneration.
  2. Councillors may be paid expenses incurred in performing their duties.
  3. Any matters necessary for the preceding paragraph shall be governed by the "Regulations on Remuneration and Expenses for Officers, etc. and Councilors" which will be separately established by resolution of the Board of Trustees.

Section 2 Board of Trustees

Composition and Authority
Article 17
  1. This corporation shall have a board of councilors.
  2. The Board of Trustees shall consist of all Trustees.
  3. The Board of Trustees shall decide on the following matters:
    1. Appointment and dismissal of officers, etc.
    2. Amount of remuneration for officers and other personnel and regulations
    3. Business report and financial statement report for each fiscal year
    4. Changes to the Articles of Incorporation
    5. Dissolution and disposal of remaining assets
    6. Disposal or cancellation of endowment assets
    7. Merger, transfer of all or part of business, and abolition of all public interest business
    8. Matters submitted to the Board of Trustees at the Board of Directors meeting
    9. In addition to the matters set forth in the preceding items, matters stipulated in the Act on General Incorporated Associations and General Incorporated Foundations and matters stipulated in these Articles of Incorporation
  4. Notwithstanding the preceding paragraph, at each meeting of the Board of Trustees, matters other than those that are the subject of the resolutions of the Board of Trustees set out in the notice of convening the meeting may not be voted on.
Type and Event
Article 18
  1. There are two types of Board of Trustees meetings: Regular Board of Trustees and Extraordinary Board of Trustees.
  2. The regular Board of Councilors meeting shall be held within three months after the end of each fiscal year.
  3. Extraordinary meetings of the Board of Trustees may be convened at any time.
Convening
Article 19
  1. Unless otherwise provided for by law, the Board of Trustees meetings shall be convened by the Chairman of the Board of Directors based on a resolution of the Board of Directors. In the event that the Chairman is unable to do so, each Director shall convene a meeting.
  2. When a meeting of the Board of Trustees is convened, each Trustee must be notified in writing at least one week prior to the meeting, stating the date, time, place, and purpose of the meeting.
  3. Notwithstanding the provisions of the preceding paragraph, if all the councilors agree, a meeting of the board of councilors may be held without going through the convening procedure.
  4. Notwithstanding the provisions of paragraph 1, any council member may request the chairman to convene a meeting of the board of directors by indicating the purpose of the meeting and the reason for convening it.
Resolution
Article 20
  1. The agenda of the Board of Trustees meetings shall be decided by a majority vote of the Trustees present, excluding those with special interests, when a majority of the Trustees are present, except for matters stipulated in Article 189, Paragraph 2 of the Act on General Incorporated Associations and General Incorporated Foundations and those specifically stipulated in these Articles of Incorporation.
  2. When passing a resolution to appoint a director or auditor, a resolution as set forth in paragraph 1 must be passed for each candidate. If the total number of candidates for director or auditor exceeds the fixed number set forth in Article 23, the candidates who receive the majority of votes will be elected in descending order of the number of votes until the fixed number is reached.
minutes
Article 21
  1. Minutes of the Board of Trustees meetings shall be prepared in accordance with laws and regulations, and the attending Trustees and Directors shall sign and seal the minutes in accordance with the Board of Trustees rules separately established by the Board of Trustees.
Board of Trustees Rules
Article 22
  1. Matters necessary for the operation of the Board of Trustees shall be governed by the Board of Trustees Rules in addition to those set forth in laws and regulations or these Articles of Incorporation.

Chapter 5 Officers and the Board of Directors

Section 1 Officers, etc.

Types and constants
Article 23
  1. This corporation shall have the following officers:
    1. Directors: 5 to 15 people
    2. Auditors: up to 3 people
  2. One of the directors shall be the chairman, and there may be one vice chairman and up to two executive directors.
  3. The chairman and vice chairman of the board of directors set forth in the preceding paragraph shall be the representative directors under the Act on General Incorporated Associations and General Incorporated Foundations, and the managing directors shall be the executive directors under Article 91, Paragraph 1, Item 2 of the Act, as applied mutatis mutandis by Article 197 of the Act.
  4. The corporation will have an accounting auditor.
Appointment etc.
Article 24
  1. Directors, auditors and accounting auditors shall be appointed by resolution of the Board of Councillors.
  2. The Representative Director shall be selected from among the Directors by resolution of the Board of Directors.
  3. The Board of Directors shall, by resolution, select a Chairman and Vice Chairman from among the Representative Directors selected in the preceding paragraph, and select Executive Directors from among the Directors other than the Representative Director.
  4. Auditors and accounting auditors may not concurrently serve as directors or employees of the corporation.
  5. The total number of directors who are spouses, relatives within the third degree of kinship, or other persons with whom they have a special relationship may not exceed one-third of the total number of directors. The same applies to auditors.
  6. The total number of directors who are directors or employees of other organizations (excluding public interest corporations) with similar close relationships with other directors shall not exceed one-third of the total number of directors. The same applies to auditors.
  7. When there is a change in a director, auditor, or accounting auditor, this must be registered within two weeks and the administrative authority must be notified of this without delay.
Duties and powers of directors
Article 25
  1. The Directors shall form the Board of Directors and perform their duties in accordance with laws and regulations and these Articles of Incorporation.
  2. The Chairman of the Board of Directors shall manage and execute the operations of this corporation, the Vice Chairman shall assist the Chairman, and the Managing Directors shall share in and execute the operations of this corporation as separately determined by the Board of Directors.
  3. The Chairman, Vice Chairman and Executive Directors shall report to the Board of Directors on the status of their performance of their duties at least twice a year, at intervals of more than four months each fiscal year.
Duties and authority of auditors and accounting auditors
Article 26
  1. Auditors shall perform the following duties as prescribed by law:
    1. To audit the performance of duties by directors and prepare audit reports as prescribed by law.
    2. To investigate the status of the corporation's business and assets, and to audit the financial statements and business reports for each fiscal year.
    3. Attend the Board of Trustees and the Board of Directors meetings and express opinions when deemed necessary.
    4. If it is determined that a director has committed or is likely to commit an illegal act, or that there is a violation of laws and regulations or the Articles of Incorporation, or that there is an extremely unfair act, it will report this to the Board of Trustees and the Board of Directors.
    5. If necessary to make the report set forth in the preceding paragraph, the Board of Directors shall request the Chairman to convene a Board of Directors meeting. However, if a notice of a Board of Directors meeting to be held within two weeks of the date of the request is not issued within five days of the request, the Board of Directors shall be convened directly.
    6. To investigate proposals, documents, and other items required by law that a Director intends to submit to the Board of Trustees, and if it is found that they violate laws, regulations, or the Articles of Incorporation or contain any grossly inappropriate matters, to report the results of its investigation to the Board of Trustees.
    7. If a director engages in or is likely to engage in an act that is outside the scope of the corporation's objectives or that violates laws, regulations, or the articles of incorporation, and if such act is likely to cause significant damage to the corporation, the corporation may request that the director cease such act.
    8. To exercise other statutory authority granted to the auditor.
  2. The accounting auditor shall perform the following duties as prescribed by law:
    1. To audit the corporation's balance sheet and income statement (statement of changes in net assets) and their accompanying schedules, inventory of assets, and cash flow statement, and to prepare an accounting audit report.
    2. The accounting auditor may at any time inspect and copy the following documents or request accounting reports from directors and employees:

      1. If the accounting books or related materials are prepared in writing, the documents.
      ② If the accounting books or related materials are prepared in the form of electronic records, the matters recorded in such electronic records shall be displayed in a manner prescribed by law.

    3. If a director discovers any misconduct or any material fact that violates laws, regulations, or the articles of incorporation in relation to the performance of his/her duties, he/she shall immediately report this to the auditor.
    4. Exercise other statutory authority granted to accounting auditors.
term of office
Article 27
  1. The term of office of a Director shall be until the end of the last regular meeting of the Board of Trustees in a fiscal year ending within two years of his/her election. Reappointment is permitted.
  2. The term of office of an Auditor shall be until the end of the last regular meeting of the Board of Trustees in a fiscal year ending within two years of their election. Reappointment is permitted.
  3. Notwithstanding the provisions of the preceding two paragraphs, the term of office of a Director or Auditor appointed to replace a Director or Auditor who has retired before the expiration of his/her term of office shall be until the expiration of the term of office of his/her predecessor.
  4. The term of office of the newly appointed directors shall be until the expiration of the term of office of the current directors.
  5. In the event that the number of officers stipulated in Article 23, paragraph 1 is vacant, an officer shall retain the rights and obligations of the officer until his/her successor takes office, even if he/she resigns or his/her term of office expires.
  6. The term of office of an accounting auditor shall be until the end of the last ordinary meeting of the Board of Councillors for the fiscal year ending within one year after his/her appointment.
  7. Unless a different resolution is passed at the meeting of the board of councillors set forth in the preceding paragraph, the accounting auditor shall be deemed to have been reappointed at that meeting.
dismissal
Article 28
  1. If an officer falls under any of the following circumstances, he/she may be dismissed by a resolution of the Board of Trustees. However, in the case of an auditor, the dismissal must be made by a resolution of at least two-thirds of the voting rights of the trustees, excluding those with special interests.
    1. When an employee violates or neglects his/her professional duties.
    2. When a mental or physical disability hinders or makes it difficult for the employee to perform his/her duties.
  2. If an accounting auditor falls under any of the following circumstances, he/she may be dismissed by a resolution of the Board of Councillors:
    1. When an employee violates or neglects his/her professional duties.
    2. When a mental or physical disability hinders or makes it difficult for the employee to perform his/her duties.
    3. Any other conduct inappropriate for an accounting auditor.
  3. If an accounting auditor falls under any of the items in the preceding paragraph, the auditors may dismiss the accounting auditor by unanimous consent of the auditors. In this case, the auditors must report the dismissal and the reasons for the dismissal to the first meeting of the board of councilors convened after the dismissal.
Remuneration etc.
Article 29
  1. Directors and auditors may be paid remuneration in accordance with the "Rules regarding remuneration and expenses for officers and councilors" separately established by the Board of Trustees.
  2. Officers, etc. may be paid expenses required for the performance of their duties.
  3. Matters necessary for the preceding two paragraphs shall be determined separately by resolution of the Board of Trustees.
  4. The remuneration for the accounting auditor shall be determined by the Board of Directors with the consent of the auditors.
Transaction Restrictions
Article 30
  1. If a Director intends to engage in any of the following transactions, he/she must disclose important facts regarding the transaction and obtain approval from the Board of Directors.
    1. Transactions that fall within the scope of this corporation's business, whether for itself or a third party
    2. Transactions with this organization on your own behalf or for a third party
    3. Transactions with persons other than directors in which the interests of this corporation and its directors conflict, such as the corporation guaranteeing the debts of its directors
  2. A Director who has engaged in a transaction under the preceding paragraph must report the important facts of that transaction to the Board of Directors without delay.
  3. The preceding two paragraphs shall be handled in accordance with the Board of Directors Rules set forth in Article 41.
Disclaimer of Liability
Article 31
  1. With regard to the liability for damages of officers and other persons as stipulated in Article 111, Paragraph 1 of the General Incorporated Association and General Incorporated Foundation Law, as applied mutatis mutandis by Article 198, this corporation may, by resolution of the board of directors, exempt officers and other persons from such liability up to the amount obtained by deducting the minimum liability amount stipulated by law from the amount of liability if the requirements set forth by law are met.
  2. The Corporation may, by resolution of the Board of Directors, enter into an agreement with an external director or accounting auditor limiting the liability for damages set forth in the preceding paragraph if the requirements set forth by law are met. However, the limit of liability under such agreement shall be the higher of either a predetermined amount of at least 100,000 yen or the minimum liability limit set forth by law.

Section 2 Board of Directors

composition
Article 32
  1. This corporation shall have a board of directors.
  2. The Board of Directors shall consist of all Directors.
authority
Article 33
  1. In addition to the duties otherwise provided for in these Articles of Incorporation, the Board of Directors shall perform the following duties:
    1. Deciding on the date, time and venue of the Board of Trustees meetings and the matters to be discussed.
    2. Matters relating to the establishment, amendment and abolition of rules.
    3. In addition to the matters set out in the preceding paragraphs, decisions regarding the execution of the corporation's business.
    4. Supervision of the performance of directors' duties.
    5. Selection and dismissal of the representative director, chairman, vice chairman, and executive director.
  2. The Board of Directors may not delegate to a Director the decisions regarding the matters listed below or other important business operations:
    1. Disposal and acquisition of important assets
    2. Large amounts of debt
    3. Appointment and dismissal of important employees
    4. Establishment, change, and abolition of branch offices and other important organizations
    5. Establishment of an internal control system (a system to ensure that the execution of duties by directors complies with laws and regulations and the Articles of Incorporation, and other systems necessary to ensure the appropriateness of the corporation's operations).
    6. Conclusion of an exemption from liability under Article 31, paragraph 1 and a contract for limitation of liability under Article 31, paragraph 2
Type and Event
Article 34
  1. Ordinary meetings of the Board of Directors shall be held at least twice each fiscal year.
  2. Notwithstanding the preceding paragraph, an extraordinary meeting of the Board of Directors shall be held in any of the following cases:
    1. When the Chairman deems it necessary.
    2. When a director other than the chairman requests the chairman to convene a meeting by submitting a written request stating the purpose of the meeting.
    3. When a notice to convene a Board of Directors meeting is not issued within five days from the date of the request under the preceding paragraph, with the date of the meeting being within two weeks from the date of the request, and the meeting is convened by the director who made the request.
    4. When the auditor requests the chairman to convene a meeting or when the auditor convenes a meeting pursuant to the provisions of Article 26, Paragraph 1, Item 5.
Convening
Article 35
  1. The Board of Directors meetings shall be convened by the Chairman of the Board of Directors, except when convened by a Director pursuant to Item 3 of Paragraph 2 of the preceding Article, or when convened by an Auditor pursuant to the latter part of Item 4 of Paragraph 2 of the preceding Article.
  2. In the event that the Chairman is absent or unable to act, each Director shall convene a meeting of the Board of Directors.
  3. When convening a Board of Directors meeting, each Director and Auditor must be notified in writing at least one week prior to the meeting, stating the date, time, place, and purpose of the meeting.
Chairman
Article 36
  1. The chairman of the Board of Directors shall serve as chairman of the Board of Directors.
Resolution
Article 37
  1. Unless otherwise provided for in these Articles of Incorporation, resolutions of the Board of Directors shall be made by a majority vote when a majority of the Directors, excluding Directors with special interests, are present.
Omission of resolution
Article 38
  1. If a Director proposes an item that is the subject of a resolution by the Board of Directors, and all Directors who are eligible to vote on the proposal express their consent in writing or by electromagnetic record, the proposal shall be deemed to have been passed by the Board of Directors. However, this does not apply if an Auditor objects.
Omission of report
Article 39
  1. If a director, auditor, or accounting auditor notifies all directors and auditors of matters that should be reported to the board of directors, they are not required to report those matters to the board of directors.
  2. The provisions of the preceding paragraph shall not apply to reports made pursuant to the provisions of Article 25, Paragraph 3.
minutes
Article 40
  1. Minutes of the Board of Directors meetings shall be prepared in accordance with laws and regulations, and the Chairman, Vice Chairman and Auditors in attendance shall sign and affix their seals to them.
board rules
Article 41
  1. Matters relating to the Board of Directors shall be governed by laws and regulations, these Articles of Incorporation, and the Board of Directors Rules established by the Board of Directors.

Chapter 6 Amendments to the Articles of Incorporation, Mergers and Dissolutions

Changes to the Articles of Incorporation
Article 42
  1. These Articles of Incorporation may be amended by a resolution of at least two-thirds of the voting rights of the Councilors, excluding those with special interests, at a meeting of the Board of Trustees, except for the purpose set forth in Article 3, the activities set forth in Article 4, the method of appointment and dismissal of Councilors set forth in Article 14, paragraph 1, and the donation of the remaining amount of assets acquired for public interest purposes set forth in Article 45.
  2. Notwithstanding the provisions of the preceding paragraph, the Board of Trustees may, by resolution of more than three-quarters of the voting rights of the Trustees, excluding Trustees with special interests, change the purpose stipulated in Article 3, the business stipulated in Article 4, and the method of appointment and dismissal of Trustees stipulated in Article 14, paragraph 1.
  3. Any changes under the preceding two paragraphs must be reported to the administrative authority without delay.
Merger etc.
Article 43
  1. This corporation may merge with another corporation under the General Incorporated Association or Foundation Incorporated Foundation Act, transfer all or part of its business, or abolish all of its public interest activities, by a resolution of the Board of Trustees by more than two-thirds of the voting rights of the councilors, excluding councilors with special interests.
  2. When intending to carry out any of the acts set forth in the preceding paragraph, a notice to that effect must be given to the administrative agency in advance.
dissolution
Article 44
  1. This corporation will be dissolved pursuant to Article 202 of the General Incorporated Associations and General Incorporated Foundations Act.
Donation of the remaining amount of assets acquired for public interest purposes
Article 45
  1. In the event that this corporation has its public interest corporation certification revoked or is dissolved as a result of a merger (excluding cases where the corporation succeeding to its rights and obligations is a public interest corporation), and there is remaining public interest acquired property, the corporation shall, by resolution of the Board of Trustees, donate an amount equivalent to the remaining public interest acquired property to Kyoto University, a corporation with a similar purpose to this corporation as set forth in Article 5, Paragraph 17 of the Recognition Act, or the national or local government, within one month from the date of revocation or merger.
Ownership of residual assets
Article 46
  1. Any remaining assets of this corporation upon liquidation due to dissolution or other reasons shall be donated by resolution of the Board of Trustees to a corporation listed in Article 5, Paragraph 17 of the Recognition Act, which has a business objective similar to that of this corporation, or to the national or local government.

Chapter 7: Books and Documents

Books and documents
Article 47
  1. The following documents and books shall be kept at the offices of this corporation at all times, unless other documents and books are kept in lieu of these documents and books as required by other laws and regulations.
    1. articles of incorporation
    2. List of directors, auditors, accounting auditors, and councilors
    3. Documents related to certification, permission, approval, etc. and registration
    4. Minutes of the Board of Directors and Board of Trustees
    5. property inventory
    6. Remuneration regulations for officers, etc.
    7. Income and expenditure budget and business plan
    8. Financial statements and business reports
    9. Audit Report
    10. Other documents and books required by law
  2. The access to the books and documents referred to in the preceding paragraph shall be governed by laws and regulations, as well as the information disclosure provisions set out in Article 48.

Chapter 8 Information Disclosure and Protection of Personal Information

Information Disclosure
Article 48
  1. Necessary matters regarding information disclosure shall be governed by the Information Disclosure Regulations, which will be separately determined by resolution of the Board of Directors.
Protection of Personal Information
Article 49
  1. This organization will take all possible measures to protect personal information acquired in the course of business.
  2. Necessary matters regarding the protection of personal information will be determined separately with a resolution of the Board of Directors.
Public notice
Article 50
  1. The Corporation shall make public announcements by publication in the Official Gazette.

Chapter 9 Supplementary Provisions

delegation
Article 51
  1. In addition to the matters set out in these Articles of Incorporation, matters necessary for the operation of this corporation shall be determined separately by resolution of the Board of Directors.

Supplementary Provisions

  1. These Articles of Incorporation shall come into effect on the date of registration of incorporation of the public interest corporation as stipulated in Article 106, Paragraph 1 of the Act on the Adjustment of Related Laws in Accordance with the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on the Certification of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (hereinafter referred to as the "Adjustment Act").
  2. When a registration of dissolution of a special civil law corporation as provided for in Article 106, paragraph 1 of the Reorganization Act and a registration of incorporation of a public interest corporation are made, notwithstanding the provisions of Article 7, the day before the registration of dissolution shall be the last day of the business year, and the registration of incorporation shall be the start day of the business year.
  3. The directors and auditors as of the date of registration of the incorporation of this corporation shall be the following persons.
    director Shingo Fujii Shigeno Mitsuno Yoshio Yamaoka Takashi Nakamura NARUMIYA Shu
    Michiaki Mishima Nobuo Hashimoto Rikuji Morita Masataka Sasada Masao Tazuke
    auditor Minoru Okuda Shiro Kuniya
  4. The first representative director and chairman of this corporation will be Fujii Shingo, and the first representative director and executive director will be Mitsuno Shigenobu.
  5. The first accounting auditor of this corporation shall be Tomoyo Audit Corporation.
  6. The initial council members of this corporation shall be:
    MINATO Nagahiro Kohei Shiota HONJO Tasuku Nao Tsuboyama Kiyoshi Takatsuki
    Haruhiko Kikuchi Kenichi Inui Oki Shogo Keizo Ogasawara Kazunari Tanaka
    Takanori Ueda Masanori Fukushima Tsutomu Chiba Kazuichi Okazaki Katsumi Makino
  7. The rules and regulations of the Tatsunokofukai Foundation will be carried over as the rules and regulations of a public interest incorporated foundation, and the term "corporate status" will be interpreted differently.

Supplementary Provisions

  1. These Articles of Incorporation shall come into effect on April 1, 2022.

Information