Chapter 1. Principal Rules
(Name)
Article 1. The Institute shall
be named "NPO INTERNATIONAL RESEARCH INSTITUTE (IRI)".
(Office)
Article 2. The head office
shall be located in Higuchi Laboratory, Tokyo Institute Of Technology,
2-12-1 Oh-okayama, Meguro-ku, Tokyo 152-8551 Japan
2. Secondary offices shall be located
as follows:
(1) c/o Tohoku University, Division
of Cyclotron Nuclear Medicine, Aoba, Aramaki, Aoba-ku, Sendai, Miyagi,
980-8578, JAPAN;
(2) c/o The Southern Alps Continuing
Education Center, 405 Ojiichinose, Hase-mura, Kamiina-gun, Nagano, 396-0405,
JAPAN
Chapter 2. Aims and Activities
(Aims)
Article 3. The IRI shall have
the following aims.
(1)To carry out research on science technology
in flexible and prompt undertakings which promote academic and international
activities surrounding the research.
(2) To contribute to raising the level
of knowledge, culture and education in the world and improving mental and
physical health of the general population, creating a definite aim in life
and exchanging information.
(3) To contribute to world peace.
(NPO Category)
Article 4. The IRI shall achieve
the aims mentioned above by NPO (Non-Profit Organization) activities as
follows:
(1) Improve of health, medical
treatment, and welfare.
(2) Promote of social education
(3) Promote of towns that are easier
for all citizens to live in.
(4) Promote of culture, art, and
sport.
(5) Promote environmental preservation.
(6) Protect human rights, and promote
peace.
(7) Promote international cooperation.
(8) Protect and nurture young people.
(9) Communicate with and advise
other organizations which shall achieve the aims mentioned above.
(Activities)
Article 5. The IRI shall achieve
the aims mentioned in Article 3 in the following ways.
(1) Activities
related to NPO
a. Spread research
and its results to science technology, culture and education.
b. Spread research
and its results to health care, medical treatment and welfare.
c. Spread research
and its results to arts and sports.
d. Spread research
and its results to nurturing children, skill development, social education
and creating a definite aim in life.
e. Spread research
and its results to environmental preservation efforts.
f. Spread research
and its results to human rights and world peace efforts.
g. Promote information
and networks about the activities mentioned above.
h. Promote activities
of domestic and international exchanges.
i. Meet fiduciary
obligations and consignations from government and other public offices
related to the activities above.
j.
Communicate with and advise other organizations related to the above.
Chapter 3. Membership
(Membership)
Article 6. The IRI shall be comprised
of three kinds of members as follows.
(1) Corporate Member:
A person who agrees
with the aims of the IRI and registers and works according to the Article
7.
(2) General Member:
A person who agrees
with the aims of the IRI and registers and works according to the Article
7.
(3) Supporting Member:
An individual or a
group who agrees with and supports the aims of the IRI according to the
following Article 7.
(Admission)
Article 7. A
person who wants to be a member shall submit an application form to the
Board Chairman. The Board Chairman shall not reject admission without a
legitimate reason. The Board Chairman shall inform the applicant
by letter stating reason(s) for rejecting an application.
Article 8. Annual
/ initial fees decided in a general assembly meeting shall be paid by all
members.
(Loss of membership)
Article 9. Membership
shall be lost under the following conditions.
(1) Submission of a notice
of withdrawal.
(2) Death of the member or
dissolution of the IRI.
(3) Conviction of a criminal offense.
(4) Failure to pay the annual
fee for more than one year continuously.
(5) Removal by the IRI.
(Resignation)
Article 10. A
member may resign by submitting a notice of withdrawal.
Article 11. If
a member meets the condition of removal by the IRI, this shall be done
by a decision of general meeting. In this case, the member shall
be given a chance to explain his/her actions before the decision is made.
(1) Acting against the deeds
of the IRI.
(2) Disgracing the IRI or
acting against its aims.
(No returning of fees or contributions.)
Article 12. The
fees that were paid or contributed are not returned in principle.
Chapter 4. Board Member and Staff Member
(Classification and quorum）
Article 13. (1) The
IRI shall have the following officers.
(a) Directors (more
than 3)
(b) Auditor (more than
1)
(2) Directors including a Board
Chairman and others with duties as follows:
(a) Deputy Vice President
: several
(b) Executive Director
: several
(c) Managing Director
: several
(Election)
Article 14. (1) Directors
and Auditors shall be elected at a general meeting.
(2) A Board Chairman, deputy Vice
Presidents, Executive Directors and Managing Directors shall be elected
by mutual vote by the Directors.
(3) Directors of the IRI shall
comply the rules as follows:
(a) Directors shall
not have their spouses or relatives in 3 degrees of relationship as Directors.
(b) The number of Director's
spouses or relatives in 3 degrees of relationship shall not be more than
one-third of the total number of Directors.
(4) Auditors shall not hold an additional
post such as Director or Staff of the IRI.
(Assignment)
Article 15. (1) The
Board Chairman shall represent and manage the IRI.
(2) Deputy Vice Presidents shall
assist the Board Chairman. In an emergency, Deputy Vice Presidents shall
take on duties following their nomination by the Board Chairman.
(3) Executive Directors and Managing
Directors shall attend to the duties that are required by the Board of
Directors.
(4) The Board of Directors consist
of the Directors who operate the IRI based on its charter and decisions
of the Board of Directors.
(5) Auditors shall have duties
as follows:
(a) To audit directors
executive circumstances.
(b) To audit property.
(c) If serious cases
such as an irregularities in the books, property or activities are found
by an audit which is ruled in Article 15, section 5 No.2, they shall be
reported to a general meeting or a competent authority of the IRI.
(d) To call a general
meeting in order to report as occasion demands.
(e) To advise or to
ask to call a general meeting to inform the members of directors and property
matters.
(Term)
Article 16. (1)
Directors' terms are for one year. They may be re-elected.
(2) In case a substitute takes
on duties of a Director, the terms shall be the remaining period of the
former Director's.
(3) (Filling vacant positions)
Directors shall perform their duties until the successor assumes the post
even after expiration of the term.
Article 17. The positions shall be filled
if one third of the Directors or Auditors positions are vacant.
(Removal)
Article 18. If a Director meets the condition
of removal by the IRI, this shall be done by a decision of (a) general
meeting. In this case, the Director shall be given a chance to explain
his/her actions before the decision is made.
(1) Inability to work because of
a disorder of the mind or the body.
(2) Acting to disgrace the IRI.
(Rewards)
Article 19. (1) Directors
can receive rewards (within the limits of) less than one-third of the total
amount of the rewards.
(2) The IRI shall indemnify the
Directors for any expenses incurred in carrying out their duties.
(3) Necessary
information about above will be established by the Board Chairman with
the agreement of the Board of Directors.、
(Office staff)
Article 20. The
Board Chairman may select office staff for the IRI and appoint them.
Chapter 5. General Meeting
(Classification)
Article 21. Meetings
in the IRI consist of general meetings and emergency general assembly meetings.
(Constitution)
Article 22. General
meetings shall be held by Corporate Members.
(Attribution)
Article 23. The
following items are resolved by general meeting.
（1）Change
in articles of association.
（2）Dissolution.
（3）Merger.
（4）Planning
and changing of activities and budget.
（5）Business
reports and settlement of balance.
（6）Election,
dismissal, and rewards of Directors.
（7）Setting
amount of annual and initial fees.
（8）Getting
into debts and loans (except short-term loans which will be repaid within
the year. See Article 50.)
（9）Organization
and operation of head office.
（10）Important
matters for operations.
(Meetings)
Article 24. (1)
A general meeting shall be held once a year.
(2) An
emergency general assembly meeting shall be held under the following conditions,
（a）When
the general meeting convenes an emergency meeting by necessity.
（b）When
one-fifth of the Corporate Members request it, giving their purpose and
request to convene in writing.
（c）An
auditor convenes the meeting according to Article 15, section 5d.
(Convocation)
Article 25. (1)
The Board Chairman shall convene a general meeting except for cases which
meet Article 24, section 2c.
(2) The
Board Chairman shall convene an emergency general assembly meeting in 30
days from the request according to Article 24, section 2a and 2b.
(3) A
general meeting shall be informed to the members Corporate at least five
days before by a document stating its date, time, place, purpose and items
of deliberation.
(Chairperson)
Article 26. The
Chairperson of a general meeting shall be selected from the Corporate Members.
(Quorum)
Article 27. A
general meeting shall be convened with at least half the Corporate Members
in attendance..
（Decision-making）
Article 28. (1) According
to Article 25, section 3, items of deliberation of the general meeting
shall be of which the Corporate Members were informed in advance. matters.
(2) Proceedings
of general meetings are provided in articles of association, also decided
by agreement of a majority of the Corporate Members. In case of a
tie, the Chairperson shall decide.
(Right to vote)
Article 29. (1) The
right to vote of each Corporate Members is equal.
(2) Corporate
Members absent from a general meeting due to unavoidable circumstances,
shall be able to vote in writing or entrust another Corporate Member to
act as their proxy.
(3) Corporate
Members who vote in writing or by proxy according to Article 29, section
2, Article 30, section 1 and Article 51 shall be considered as present.
(4) Regarding
decision-making of a general meeting, Corporate Members who have a vested
interest cannot participate in the decision making.
(The minutes)
Article 30. (1) The
minutes of a general meeting shall be prepared and include the following.
(a) Date, time and
place.
(b) Total number of
corporate members and number of attendants. (Numbers of the Corporate Members
who vote in writing or by proxy should be indicated.)
(c) Matters considered.
(d) Outline of proceedings
and the results of votes.
(e) Election of scribers
for the minutes.
(2) The
minutes shall be signed by the Chairperson and two or more scribers who
were selected at the meeting.
Chapter 6. Board of Administration
(Structure)
Article 31. (1) The Board
of Administration consist of the Directors.
(2) Auditors
may attend the Board of Administration and have opportunities to give their
opinions.
(Powers of the Board of Administration)
Article 32. In
addition to the matters indicated in the charter of the IRI, the Board
of Administration decides the following matters.
(1) Additional matters to discuss
at a general meeting.
(2) Executive matters according
to the decision of the Board of Administration.
(3) Administrative matters which
do not need agreement by other general meetings.
(Organization)
Article 33. The
Board of Administration shall be meet on the following occasions.
(1) When the Board Chairman allows.
(2) Two-third or more of Directors
request the Board of Administration to meet with the purposes given in
writing.
(3) Auditors request the Board
of Administration to meet according to Article 15, section 5.
(Convocation)
Article 34. (1)
The Board Chairman calls the Board of Administration to meet.
(2) The
Board Chairman shall call the Board of Administration in 30 days after
the request according to Article 33, sections 2 and 3.
(3) Date,
time, place, purpose and deliberations of Board of Administration shall
be informed to the Directors at least 5 days before the meeting.
(Chairperson)
Article 35. The
Board Chairman is the Chairperson of the Board of Administration.
(Vote)
Article 36. (1) According
to Article 34, section 3, deliberations of Board of Administration shall
be informed to each director beforehand.
(2) Proceedings
of Board of Administration meeting shall be carried out by agreement of
a majority of the Directors. In the case of a tie, the Chairperson
shall decide.
(Right to vote)
Article 37. (1) The
right to vote of each director is equal.
(2) Directors
who are not able to attend the Board of Administration meeting because
of unavoidable circumstances, shall be to vote in writing about the matters
which were informed beforehand.
(3) Directors
who vote in writing by the regulations of Article 37, section 2, shall
be considered as present.
(4) Regarding
decision-making of Board of Administration, directors who have a vested
interest cannot participate in the decision making.
(The minutes)
Article 38. The
minutes of Board of Administration meeting shall be prepared and include
the following.
(1) Date, time and place
(2) Total number of directors and
number of attendants. (Numbers of Directors who vote in writing should
be indicated.)
(3) Matters considered.
(4) Outline of proceedings and
the results of votes.
(5) Election of scribers for the
minutes.
(6) The minutes shall be signed
by the Chairperson and two or more scribers who were selected at the meeting.
Chapter 7. Property and Accountant
(Components of property)
Article 39. Property
of the IRI shall be composed of the following.
(1) Property which is written in
the general inventory at the establishment.
(2) Membership fees
(3) Donations
(4) Income from property
(5) Income from business
(6) Other income
(Classification of property)
Article 40. Property
of the IRI is regarded as any kind of income which is related to the activities
of the NPO.
(Control of property)
Article 41. The Board Chairman controls
the property of the IRI in the way decided after agreement of the general
meeting.
(Financial account)
Article 42. Financial
account of the Institute follows the principle of the Non-profit Organization
Law Article 27.
(Classification of financial account)
Article 43. Financial
account of the Institute is regarded as any kind of income which is related
to the activities of the NPO.
(Activities plan and budget)
Article 44. Activities
plan and budget of the IRI shall be made by the Board Chairman and they
shall be agreed to at a general meeting.
(Interim budget)
Article 45. If
the budget is exhausted due to unavoidable circumstances, after the agreement
of Board of Administration, the Board Chairman may have an income and expenditure
accounting accordingly to the budget the year before until the date of
passing the budget bill regardless of Article 44.
（Setting a reserve for miscellaneous
expenses）
Article 46. (1) A
reserve for miscellaneous expenses can be set for cases such as a budget
overrun or expenditure not provided for in the budget.
(2) Without agreement of Board
of Administration, the reserve for miscellaneous expenses shall not be
spent.
(Addition to budget and correction)
Article 47. Due
to unavoidable circumstances, the arranged budget can be added to or corrected
after the agreement of the general meeting. (Business report and closing
account)
Article 48. (1)
The Board Chairman shall quickly prepare
documents for balancing accounts of the Institute such as business reports,
statements of receipts and disbursements, a balance sheet and property
list after closing of every business year.
It should be checked by the Auditors and
accepted at a general meeting.
(2) If
there is reserve after balancing the year's account, it will be carried
over.
(Accounting period)
Article 49. Accounting
period of the IRI is from April 1st until the following March 31st.
(Expedient measures)
Article 50. Payments from the budget,
borrowed money or any other new responsibility of liabilities or abandonment
of a claim shall be made after the agreement of a general meeting.
Chapter 8. Change of Articles of Association, Dissolution and Merger
(Change of the Charter of the IRI)
Article 51. A
vote in favor by more than three-fourths of the Corporate Members who attend
a general meeting shall be necessary to change the Articles of Association
except for immaterial alternation which is allowed in the Non-profit Organization
Law Article 25, section 3.
(Dissolution)
Article 52. (1) The
IRI shall dissolve for the following reasons.
(a) Decision of a general
meeting.
(b) Inability to successfully
carry out business which is related to NPO activities.
(c) Death of all Corporate
Members.
(d) Merger.
(e) Bankruptcy.
(f) Revocation of authorization
of foundation from a competent authority.
(2) According
to Article 52, a vote in favor by of more than three-fourths of all the
Corporate Members shall be necessary to dissolve the IRI.
(Surplus property remained)
Article 53. According
to Article 11, section 3, property which remains after dissolution (except
merger or dissolution because of bankruptcy) of the IRI shall be given
to the nation.
(Merger)
Article 54. The
IRI shall merger after agreement of three-fourths of all the Corporate
Members at a general meeting and with authorization from the department
concerned.
Chapter 9. Advertisement
(Official notice)
Article 55. Official
notices of the IRI shall be made in the bulletin board of the IRI and through
official gazettes.
Chapter 10. Standing Rules
(Byelaws)
Article 56. After agreement of the
Board of Administration, the Board Chairman shall set Standing Rules of
the Charter of the IRI as necessary.
Standing Rules
1. The Charter of the Institute becomes
effective from the day the IRI is established.
2. The Board of the IRI consists of the
following directors.
Board Chairman : Kazutake KOHRA
Deputy Vice President : Tokuro NOBECHI
Deputy Vice President : Mikio YAMAMOTO
Director : Masatoshi ITO
Director : Naohiko IKEGAMI
Director : Kimiko KAWANO
Director : Edward SUZUKI
Director : Kiichi TSUCHIYA
Director : Shinji NAMIKI
Director : Yuzo HIGUCHI
Director : Carl Bradley BECKER
Director : Yochio MACHI
Director : Toshihiro MUKAI
Director : Eiji YODOGAWA
Auditor : Makoto IBUKA
Auditor : Fuminobu SOGA
3. Term of the Directors of founding of
the IRI is, regardless of Article 16, section 1, from the date of establishment
until June 30, 2002.
4. Activity plan and budget of the Institute
are, regardless of Article 44, set at the organizational meeting.
5. Accounting period of the Institute
is, regardless of Article 49, from the date of establishment until March
31, 2002.
6. Fees for the members are as follows:
(1) Corporate member
Annual fee \￥2,000.-
/ per unit
(2) General member
Annual fee \￥2,000.-/
per unit
(3) Supporting member (Individual
/ Group)
Annual fee \￥10,000.-/
per unit