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Chapter X NUMX General Provisions

Name

Article XNUMX This corporation shall be referred to as the International Highway Foundation.

 

The office

Article XNUMX The main office is located in Shinjuku-ku, Tokyo.
XNUMX By a resolution of the board of directors, a subordinate office can be set up in the required place.

 

the purpose

Article XNUMX This corporation aims to realize a peaceful and unified world by constructing an international highway (the above is referred to as the "international highway concept"), deepens cooperation between Japan, Asia, and countries around the world, and culturally, religiously, and economically. The purpose is to promote social and scientific and technological exchanges and contribute to the freedom, peace and prosperity of Japan and Asia and the world.

 

Discipline

Article XNUMX This corporation shall operate its business fairly and properly, and shall endeavor to achieve the charitable purposes set forth in the preceding article and to maintain and improve social credibility.

 

Jewelry business

Article XNUMX In order to achieve the purpose set forth in the preceding paragraph, the following business shall be carried out.

  • XNUMX) Social education business related to promotion of international highway concept, enlightenment, etc.
  • XNUMX) Research and research projects on the international highway concept.
  • XNUMX) International cooperation projects related to the construction, management and operation of international highways.
  • XNUMX) Subsidy projects for organizations and institutions related to the construction, management and operation of international highways.
  • XNUMX) Survey, research, development, design, construction and management of submarine tunnels and bridges in the Japan-Korea Strait and the US-Russia Strait.
  • XNUMX) Public relations and publishing business of the international highway concept.
  • XNUMX) Other projects necessary to achieve the purposes of each of the preceding items.

 

Type of activity

Article XNUMX The following activities shall be carried out as the business set forth in the preceding paragraph.

  • XNUMX) As a social education project, hold briefing sessions and lectures on the international highway concept.
  • XNUMX) As research and research projects, hold study groups and study groups on the philosophy, culture, religion, environment, law, economy, transportation policy, etc. of the international highway concept.
  • XNUMX) As an international cooperation project, exchanges with designers, engineers, managers, organizations, institutions, etc. in Asia and around the world regarding the construction and management of international highways.
  • XNUMX) As a subsidy project, subsidies are provided to domestic and overseas research, research and development organizations, institutions, etc. regarding the construction, management and operation of international highways.
  • XNUMX) Survey, research, development, design, construction and management of submarine tunnels and bridges in the Japan-Korea Strait and the US-Russia Strait.
  • XNUMX) As a public relations publishing business, various publications related to the international highway concept, creation of homepages, and updates thereof.
  • XNUMX) Other activities related to the businesses of the preceding items.

 

Business year

Article XNUMX The business year begins on January XNUMXst of each year and ends on December XNUMXst of the same year.

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Chapter XNUMX Property and Accounting

Contribution of property

Article XNUMX The founder shall contribute the property listed in the property list listed at the end for this corporation.

 

Property type

Article XNUMX There are two types of property of this corporation: basic property and ordinary property.
XNUMX. The basic property shall be the property specified as indispensable for operating the business for public interest purposes, and shall consist of the property to be fried next.

  • XNUMX) Property specified in the property list
  • XNUMX) Property donated as basic property
  • XNUMX) Property that the Board of Trustees has decided to transfer to basic property

XNUMX Ordinary property consists of the following:

  • XNUMX) Donations other than basic property
  • XNUMX) Membership fee
  • XNUMX) Income from business
  • XNUMX) Income from assets
  • XNUMX) Other income

 

Maintenance and disposal of basic property

Article XNUMX Basic property shall endeavor to be properly maintained and managed.
(XNUMX) If all or part of the basic property is to be disposed of or provided as collateral for unavoidable reasons, the board of councilors must obtain a vote of two-thirds or more of the councilors who can participate in the vote.

 

Expense payment

Article XNUMX Expenses of this corporation shall be paid with ordinary property.

Property management and operation

Article XNUMX Property management and operation shall be carried out by the executive director in charge of finance, and the method shall be in accordance with the property management and operation rules separately established by a resolution of the board of directors.

 

Business plan and income and expenditure budget

Article XNUMX The business plan and income and expenditure budget shall be prepared by the president by the day before the start date of each business year, and shall be reported to the latest board of councilors after a resolution of the board of directors.The same applies when changing this.

 

Business report and settlement of accounts

Article XNUMX Regarding business reports and settlement of accounts, after the end of each business year, the president prepares business reports, financial statements and supplementary schedules (hereinafter referred to as financial statements, etc.), is audited by the auditor, and is audited by the board of directors. Approval shall be obtained at the regular board of councilors after approval.

 

Disposal or transfer of long-term debt and important assets

Article XNUMX When borrowing funds, except for short-term borrowings that are redeemed with income for the business year, the board of directors must vote at least two-thirds of the directors before approval by the board of councilors. Must get.
(XNUMX) When disposing of or transferring important property, the same vote as in the preceding paragraph must be passed.

 

Accounting principles

Article XNUMX Accounting shall be in accordance with the accounting practices of public interest corporations that are generally accepted as fair and appropriate.

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Chapter XNUMX Councilors and Board of Trustees

Councilor at the time of establishment

Article XNUMX The list of councilors, directors and auditors at the time of establishment shall be based on the list of officers at the time of establishment listed at the end.

 

constant

Article XNUMX At least XNUMX councilors shall be appointed.
1 One of the councilors shall be the chairman of the council.

 

Appointment, etc.

Article XNUMX The appointment and dismissal of councilors shall be made by a resolution of the council.
XNUMX The chairman of the board of councilors shall be selected by the board of councilors.
XNUMX Councilors may not serve as directors or auditors.

 

Authority

Article XNUMX The councilor shall form a board of councilors, vote on the matters stipulated in Article XNUMX, paragraph XNUMX, and exercise the individual authority stipulated by law.

 

Term

Article XNUMX The term of office of a councilor shall be until the conclusion of the regular council meeting for the last business year ending within four years after the election, and reappointment shall not be hindered.
(XNUMX) If the number of members specified in this Articles of Incorporation is insufficient, the councilor shall perform his / her duties even after his / her resignation or expiration of his / her term of office until a newly appointed person takes office.

 

Rewards, etc.

Article XNUMX Councilors shall be unpaid.
(XNUMX) The councilor may pay the expenses required to perform his / her duties.
XNUMX. Matters concerning the payment of remuneration and expenses shall be in accordance with the remuneration rules for officers, etc., which are separately determined by the resolution of the board of councilors.

 

Section XNUMX Board of Trustees

Configuration and authority

Article XNUMX The board of councilors shall consist of all councilors.
XNUMX. The Board of Trustees shall vote on the matters stipulated in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "General Incorporated Association / General Incorporated Foundation Act") and the matters stipulated in this Articles of Incorporation.

XNUMX The Board of Trustees shall vote on the following matters.

  • XNUMX) Appointment and dismissal of officers
  • XNUMX) Amount and scale of executive compensation
  • XNUMX) Amendment of articles of incorporation
  • XNUMX) Approval of business report and financial report for each business year
  • XNUMX) Approval of disposal and transfer of long-term debt and important assets
  • XNUMX) Transferring the property of this corporation to the basic property
  • XNUMX) Disposal of residual property
  • XNUMX) Merger, transfer of all or part of the business, or abolition of the business for public interest purposes altogether
  • XNUMX) Matters submitted to the Board of Trustees by the Board of Directors
  • 10) In addition to the matters stipulated in the preceding items, matters stipulated in the General Incorporated Association / Foundation Law and matters stipulated in this Articles of Incorporation.

XNUMX. Notwithstanding the preceding paragraph, individual councilors may not vote on matters other than the purpose of the council.

 

Type and holding

Article XNUMX There are two types of councilors, the regular council and the extraordinary council.
XNUMX The regular council meeting is held once a year in March.
XNUMX. The extraordinary board of councilors may be convened at any time if necessary.

 

Convene

Article XNUMX The Board of Trustees shall be convened by the President based on a resolution of the Board of Directors.
(XNUMX) Notwithstanding the preceding paragraph, the councilor may request the chairman to convene the council by indicating the purpose of the council and the reason for the convocation.
(XNUMX) When a request is made pursuant to the preceding paragraph, the chairman shall convene a board of councilors without delay.

 

Chair

Article XNUMX The chairman of the board of councilors shall be the chairman of the board of councilors.

 

quorum

Article XNUMX A board of councilors may not be held without the attendance of a majority of the councilors.

 

Voting

Article 189 The minutes of the Board of Councilors shall be the majority of the members who can participate in the voting, except for the matters stipulated in Article 2, Paragraph XNUMX of the General Incorporated Association / Foundation Law and those stipulated in this Articles of Incorporation. Attendance will be decided by a majority of the councilors who attended, and if the number is the same, it will be decided by the chairman.
(XNUMX) In the preceding paragraph, the chairman may not participate in the vote as a councilor.

 

Minutes

Article XNUMX Minutes of the proceedings of the Board of Trustees shall be prepared in accordance with the provisions of laws and regulations.

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Chapter XNUMX Officers and Board of Directors

Types and constants

Article XNUMX The following officers shall be appointed in this corporation.
XNUMX XNUMX or more directors
2 Auditors XNUMX or more
1. Of the three directors, one may be the chairman and up to three may be executive directors.

 

Appointment, etc.

Article XNUMX Directors and auditors shall be appointed by a resolution of the board of councilors.
XNUMX. The chairman and executive directors shall be selected from among the directors at the board of directors.
(XNUMX) Auditors may not serve as directors or employees of this corporation or its subsidiary corporations.
(1) Of the directors, the total number of any one of the directors and their spouse, relatives within the third degree of kinship, or other persons with special relationships shall not exceed one-third of the total number of directors.The same applies to auditors.
(XNUMX) The total number of directors or employees of other same organizations and other equivalent directors who are closely related to each other shall not exceed one-third of the total number of directors.The same applies to auditors.

 

Duties and authority of directors

Article XNUMX Directors shall constitute the Board of Directors and decide on the execution of business pursuant to the provisions of this Articles of Incorporation.
XNUMX The chairman shall represent this corporation and execute its business.
XNUMX. The executive director assists the chairman and executes the business of the corporation.In addition, if the chairman has an accident or is missing, the executive director will take over the duties.
(XNUMX) The chairman and executive directors must report the status of execution of their duties to the board of directors at least twice every business year at intervals exceeding four months.

 

Duties and authority of auditors

Article XNUMX Auditors shall perform the following duties.
XNUMX) Audit the execution of duties by directors and prepare an audit report as required by law.
XNUMX) Audit the status of business and property.
XNUMX) Attend the Board of Trustees and the Board of Directors and state their opinions when deemed necessary.
XNUMX) When a director commits an illegal act or finds that there is a risk of committing such an act, or when he / she finds that there is a fact that violates laws and regulations or the Articles of Incorporation or that there is a significantly unreasonable fact, this shall be referred to by the Board of Trustees and the Board of Directors. To report to.
XNUMX) When it is necessary to make the report set forth in the preceding paragraph, request the chairman to convene the board of councilors and the board of directors.
XNUMX) Exercise other legal authority granted to the auditor.

 

Term

Article XNUMX The term of office of directors shall be until the conclusion of the regular council meeting for the last business year ending within two years after their election, and reappointment shall not be hindered.
XNUMX. The term of office of the auditor shall be until the conclusion of the regular council meeting regarding the final one of the business years ending within four years after the appointment, and reappointment shall not be hindered.
(XNUMX) The term of office of directors appointed by vacancy or increase in staff shall be the remaining term of office of their predecessors or incumbents, and the term of office of vacant auditors shall be until the expiration of the term of office of retired auditors.
(XNUMX) Officers must continue to perform their duties even after their resignation or expiration of their term of office, until a newly appointed person takes office.

 

Dismissal

Article XNUMX When an officer falls under any of the following, he / she may be dismissed by a resolution of the board of councilors.However, when dismissing an auditor, it must be based on the vote of two-thirds or more of the councilors who can participate in the vote.
XNUMX) When you violate your duties or neglect your duties.
XNUMX) When it is recognized that the execution of duties is hindered or unbearable due to a physical or mental disorder.

 

Rewards, etc.

Article XNUMX Officers shall be unpaid.However, remuneration can be paid to full-time officers.The amount is based on the remuneration rules for officers, etc. separately set by the Board of Trustees.
(XNUMX) Officers may be paid the expenses required to perform their duties.

 

Trading restrictions

Article XNUMX When a director intends to make the next transaction, he / she must disclose important facts about the transaction and obtain the approval of the board of directors.
XNUMX) Transactions that belong to the business category of this corporation for the sake of oneself or a third party
XNUMX) This corporation guarantees the debt of its directors and other transactions with persons other than directors whose interests of this corporation and its directors conflict with each other.
(XNUMX) The director who has made the transaction set forth in the preceding paragraph shall report the important facts of the transaction to the board of directors without delay.

 

Chairman and advisor

Article XNUMX A few chairmen and advisors may be appointed to this corporation.
XNUMX. The chairman and advisors shall be appointed from among academic experts, religious and cultural figures, and political and business people after a fixed term of office is set by the board of directors.
XNUMX The chairman and advisors are unpaid.However, it is possible to pay the expenses required to perform the duties.

 

Duties of Chairman and Advisor

Article XNUMX The chairman and advisors may respond to the consultation of the chairman and state their opinions to the chairman.

 

Section XNUMX Board of Directors

Constitution

Article XNUMX The board of directors shall consist of all directors.

 

Authority

Article XNUMX In addition to what is provided for in this Articles of Incorporation, the Board of Directors shall perform the following duties.
XNUMX) Determination of the date and place of the board of councilors and the purpose of the meeting
XNUMX) Matters concerning the establishment, change and abolition of rules
XNUMX) Decision regarding business execution of this corporation
XNUMX) Supervision of the execution of duties by directors
XNUMX) Selection and dismissal of the chairman and executive directors

(XNUMX) The board of directors may not delegate the following matters and other important business execution decisions to the directors.
XNUMX) Disposal and transfer of important property
XNUMX) Large amount of debt
XNUMX) Selection and dismissal of important employees
XNUMX) Establishment, change and abolition of subordinate offices and other important organizations
XNUMX) Improvement and change of internal control system

 

Type and holding

Article XNUMX There are two types of board of directors, the ordinary board of directors and the extraordinary board of directors.
2. The ordinary board of directors meets twice every business year at intervals exceeding four months.
XNUMX. The extraordinary board of directors shall meet when one of the following items applies.
XNUMX) When the president deems it necessary
XNUMX) When there is a request for convocation from a director other than the chairman in writing stating the matters that are the purpose of the meeting.
XNUMX) When there is a request from the auditor to convene the board of directors

 

Convene

Article XNUMX The board of directors shall be convened by the chairman unless otherwise provided by law.

 

Chair

Article XNUMX The chairman of the board of directors shall be the chairman.

 

quorum

Article XNUMX The board of directors may not hold a meeting without the attendance of a majority of the directors.

 

Voting

Article XNUMX In addition to the provisions of this Articles of Incorporation, the minutes of the Board of Directors shall be decided by a majority of the directors who may participate in the vote, and if the number is the same, the chairman shall decide.
(XNUMX) In the preceding paragraph, the chairman may not participate in the voting as a director.

 

Minutes

Article XNUMX Minutes of the proceedings of the Board of Directors shall be prepared pursuant to the provisions of laws and regulations, and the directors and auditors present shall sign them.

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Chapter XNUMX Amendments to the Articles of Incorporation, Mergers and Dissolutions, etc.

Changes to the Articles of Incorporation

Article XNUMX This Articles of Incorporation may be amended by a board of councilors after a vote of two-thirds or more of the councilors who may participate in the vote.However, the purpose, the method of appointing and dismissing the councilor, and the donation of the remaining charitable property for public interest purposes cannot be changed.
(XNUMX) Notwithstanding the provisions of the preceding paragraph, if all the councilors agree, the purpose and the method of appointing and dismissing the councilors may be changed.
(XNUMX) If the Articles of Incorporation are changed, the fact must be notified to the administrative agency without delay.

 

Merger, etc.

Article XNUMX At the board of councilors, by a vote of two-thirds or more of the councilors who can participate in the vote, merge with other corporations under the Corporation Law, transfer all or part of the business, and charitable purposes. Can be abolished altogether.

 

Dissolution

Article 202 This corporation shall be dissolved for the reasons prescribed in each item, paragraphs XNUMX and XNUMX except for Article XNUMX, paragraph XNUMX, item XNUMX of the General Incorporated Association / Foundation Law.

 

Disposal of residual property

Article XNUMX Residual property held by this corporation when it is liquidated due to dissolution, etc. shall be the national or local public body or the present by the vote of two-thirds or more of the councilors who can participate in the vote at the council. Donate to public interest groups, etc. that have businesses and purposes similar to corporations.

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Chapter XNUMX Committee

Committee

Article XNUMX A committee may be established by a resolution of the board of directors when it is necessary to promote the business.
XNUMX The members of the committee are appointed by the board of directors.
XNUMX. Necessary matters concerning the duties, composition and operation of the committee shall be determined separately by a resolution of the board of directors.

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Chapter XNUMX Secretariat

Installation etc.

Article XNUMX A secretariat shall be established to handle the affairs of this corporation.
XNUMX The secretariat shall have a secretary general and required staff.
XNUMX. The Executive Secretary shall be appointed by the Executive Director with the approval of the Board of Directors.
XNUMX. Necessary matters concerning the organization and operation of the secretariat shall be determined separately by the president with the approval of the board of directors.

 

Keeping books and documents

Article XNUMX The office shall always have the books and documents to be fried next.
XNUMX) Articles of Incorporation
XNUMX) List of directors, auditors and councilors
XNUMX) Documents related to certification, permission, approval, etc. and registration
XNUMX) Documents related to the proceedings of the organization stipulated in the Articles of Incorporation
XNUMX) Property inventory
XNUMX) Compensation rules for officers, etc.
XNUMX) Business plan and income and expenditure budget
XNUMX) Business reports and financial statements, etc.
XNUMX) Audit report
10) Books and documents specified by other laws and regulations

XNUMX. In addition to the provisions of laws and regulations, the inspection of books and documents set forth in the preceding paragraph shall be in accordance with the information disclosure regulations.

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Chapter XNUMX Members

Member

Article XNUMX Individuals or groups that support and support the purpose of this corporation may be members.
XNUMX Necessary matters concerning members shall be determined separately by a resolution of the board of directors.

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Chapter XNUMX Information Disclosure and Protection of Personal Information

Information disclosure

Article XNUMX In order to promote fair and open activities, this corporation shall proactively disclose its activity status, operational details, financial materials, etc.
XNUMX Necessary matters concerning information disclosure shall be determined separately by a resolution of the board of directors.

 

Protection of personal information

Article XNUMX We shall take all possible measures to protect personal information that we have learned in the course of business.
XNUMX Necessary matters concerning the protection of personal information shall be determined separately by a resolution of the board of directors.

 

Wei  Ce

Wei  Ce

Article XNUMX The public notice of this corporation shall be published in the official bulletin.
Matters necessary to receive information on the balance sheet
http://www.info-ihf.org/ihf-index-gaiyou-kifu-teikan-koukoku.html

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Chapter XNUMX Miscellaneous Rules

Article XNUMX In addition to what is stipulated in the Articles of Incorporation, matters necessary for operation shall be stipulated separately by a resolution of the board of directors.

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Chapter XNUMX Supplementary Provisions

Article XNUMX This Articles of Incorporation shall come into effect on January XNUMX, XNUMX.
Article XNUMX The business plan and income and expenditure budget for the first year of establishment shall be determined by the founder.
Article XNUMX The first business year of the corporation shall be from January XNUMX, XNUMX to December XNUMX, XNUMX.
Article XNUMX All matters not stipulated in this Articles of Incorporation shall be governed by the General Incorporated Association / Foundation Law and other laws and regulations.

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Industrial policy in Kyushu area

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