Articles of Incorporation

CHAPTER I GENERAL PROVISIONS

• The name of this Juridical Person shall be Koeki Syadan Hojin Ouyo Butsuri Gakkai, and in English, it shall be The Japan Society of Applied Physics.

• 1This Juridical Person shall have its main office in Bunkyo-ku, Tokyo.
• 2This Juridical Person may, by a resolution adopted by the Board of Directors, have its secondary office at a location where it is needed.

CHAPTER II OBJECTIVES AND ACTIVITIES

• This Juridical Person engages in activities relating to the promotion of research in applied physics and other related academic fields, as well as the dissemination of its results, thereby contributing to the development of society.

• 1 For the purpose of attaining the objectives provided for in the preceding article, this Juridical Person shall engage in the following activities:
  • (1) Holding academic lectures, research presentations, training sessions, and other similar events, as well as conducting talent development and educational activities;
  • (2) Publication of membership journals, research journals, and books, as well as research and study activities;
  • (3) Commendations, contests, and other similar activities;
  • (4) Research support activities; and
  • (5) Other activities necessary to attain the objectives of this Juridical Person.
• 2 Activities listed in the preceding paragraph shall be conducted in and outside Japan.

CHAPTER III MEMBERSHIP

• 1 This Juridical Person shall have the following types of membership:
  • (1) Official Member: academic experts concerning applied physics
  • (2) Student Member: undergraduate students and similar persons who have completed a course relating to applied physics
  • (3) Corporate Member: organizations that support the objectives of this Juridical Person or cooperate with its activities
  • (4) Sub Members: individuals or organizations that mainly participate in and cooperate with this Juridical Person's divisions, etc.
• 2 This Juridical Person's members under the Act on General Incorporated Associations and General Incorporated Foundations (the “Act ”) shall be representatives elected at the ratio of 1 for every 200 Official Members approximately. (The handling of fractions shall be determined by the Board of Directors.)
• 3 Official Members shall hold an election to elect representatives. The detailed rules necessary for holding the election shall be established by the Board of Directors.
• 4 Representatives shall be elected from Official Members. Any Official Member may run for the representative election in the preceding paragraph.
• 5 Each Official Member has the same right to elect representatives in the election under paragraph 3. The Directors or the Board of Directors may not elect any representatives.
• 6 The representative election under paragraph 3 shall be held in the November to December period every year to reelect half the representatives, and the term of each representative shall be for two years from February 1 after the conclusion of the election to January 31 of the year following the next year. However, if a representative has taken action to seek revocation of a resolution of the general assembly or dissolution of this Juridical Person, liability action, or action to dismiss an officer (Article 266(1), Article 268, Article 278, Article 284 of the Act), including cases in which the representative has filed an liability action provided for in Article 278 (1) of the Act, the representative will not lose their position as a member until the action concludes. (Such a representative shall not have voting rights with respect to the appointment and dismissal of officers (Articles 63 and 70 of the Act) and changes to the Articles of Incorporation (Article 146 of the Act).
• 7 In the case of a vacancy created by removable of a representative or the number of representatives becomes less than the quota, a representative to fill the vacancy shall be elected. The term of office of the representative elected to fill a vacancy shall be the same as the remaining term of office of his/her predecessor.
• 8 Official Members may exercise the following rights of members under the Act against this Juridical Person in the same way as representatives are allowed.
  • (1) Rights under Article 14 (2) of the Act (inspection of the Articles of Incorporation, etc.)
  • (2) Rights under Article 32 (2) of the Act (inspection of member registry, etc.)
  • (3) Rights under Article 57 (4) of the Act (inspection of the minutes of the general assembly)
  • (4) Rights under Article 50 (6) of the Act (inspection of documents certifying the authority of representing a member, etc.)
  • (5) Rights under Article 51 (4) and Article 52 (5) (inspection of documents exercising voting rights, etc.)
  • (6) Rights under Article 129 (3) (inspection of financial statements, etc.)
  • (7) Rights under Article 229 (2) (inspection of liquidating juridical person's balance sheet, etc.)
  • (8) Article 246 (3), Article 250 (3) and Article 256 (3) (inspection of absorption-type merger agreements, etc.)
• 9 If a Director or Auditor is negligent in performing his/her duties, he/she is liable for compensating for any damages arising therefrom with respect to this Juridical Person, and the liability may not, regardless of the provision of Article 112 of the Act, be forgiven without consent of all Official Members. However, the liability of the responsibility of an officer may be forgiven or a limited liability contract may be entered into with an external auditor under Article 23 hereof.

• A person wishing to become a Member of this Juridical Person shall apply for membership in accordance with what is provided for by the Board of Directors and obtain its approval.

• Each Member have the obligation to pay amounts of money separately stipulated by the Board of Directors, at the time of becoming a Member and annually, which will be appropriated to recurring expenses incurred for the operation of this Juridical Person.

• A Member may resign from the membership at their discretion at any time by submitting the notice of withdrawal separately stipulated by the Board of Directors.

• A Member may be expelled by a resolution adopted by the general assembly for any of the following grounds:
  • (1) Violating the Articles of Incorporation or other rules;
  • (2) Engaging in an act that damages the reputation of, or is contrary to the objectives of this Juridical Person; or
  • (3) Other legitimate grounds for expulsion.

• 1 In addition to the cases in the preceding two paragraphs, a Member shall lose their membership if
  • (1) The Member fails to perform the payment obligation under Article 7 for one year or longer;
  • (2) All the representatives consent to the loss of membership; or
  • (3) The Member dies or is dissolved.
• 2 In the case of a Official Member who is a representative, their representative qualification will be lost upon loss of membership.

CHAPTER IV GENERAL ASSEMBLY

• 1 The general assembly shall be constituted by the representatives provided for in Article 5 (2).
• 2 The general assembly shall be the general assembly of members provided for in the Act.

• The General Assembly shall resolve the following matters:
  • (1) Expulsion of a Member
  • (2) Appointment or dismissal of Directors and Auditors
  • (3) Approval of balance sheets and income statements (statements of changes in net assets)
  • (4) Changes to the Articles of Incorporation
  • (5) Dissolution and disposition of residual assets
  • (6) Other matters provided as matters to be resolved by the General Assembly under laws or the Articles of Incorporation

• The annual meeting of general assembly shall be held within three months after the end of each business year, and an extraordinary meeting of the general assembly shall be held whenever necessary.

• 1 Unless otherwise provided for in laws and regulations, the meeting of the general assembly shall be convened by the President in accordance with resolution of the Board of Directors.
• 2 Representatives holding one-fifth or more of the voting rights of all representatives may request the President to convene a meeting of the general assembly by presenting the President with the matters that are the purpose of the meeting of the general assembly and the reasons for the convocation.

• The President shall act as the chairperson at meetings of the general assembly.

• Voting rights at a meeting of the general assembly shall be one per representative.

• 1 A resolution of the general assembly shall be adopted at its meeting at which representatives holding a majority of all representatives are present by a majority of the voting rights of the representatives so present.
• 2 Notwithstanding the provision of the preceding paragraph, the resolution of the following items shall be adopted by at least two-thirds of the voting rights of all representatives.
  • (1) Expulsion of Members
  • (2) Dismissal of Auditors
  • (3) Changes to the Articles of Incorporation
  • (4) Dissolution
  • (5) Other matters provided for by laws and regulations
• 3 In adopting a resolution to elect a Director or an Auditor, the resolution provided for in paragraph 1 shall be made for each candidate. If the total number of Director or Auditor candidates exceeds the fixed number provided for in Article 19, those who have received a majority votes for the position shall be elected in descending order of the number of votes until the fixed number of positions are filled.

• 1 Minutes of the proceedings of a meeting of the general assembly shall be prepared pursuant to the provisions of laws and regulations.
• 2 The President and Vice Presidents who have attended the meeting shall affix their signatures or names and seals to the minutes provided for in the preceding paragraph.

CHAPTER V OFFICERS

• 1 This Juridical Person shall have the following officers.
  • (1) At least 15 but not more than 30 Directors
  • (2) One or two Auditors
• 2 One of the Directors shall be the President, who shall be the representative director under the Act.
• 3 Of the Directors, at least one but no more than three Directors shall be Vice Presidents. Of the Vice Presidents, one Vice President shall be a Vice President (next president candidate). The Vice Presidents shall be the representative directors under the Act.
• 4 Of the Directors, 12 Directors shall be Executive Directors, who shall be executive directors under the Act.

• 1 Directors and Auditors shall be elected from Official Members at the meeting of the general assembly. However, an auditor may be elected from persons other than the Official Members if the reason of the election is specifically explained at the general assembly meeting.
• 2 The number of Directors and Auditors to be reelected shall be determined by the Board of Directors.
• 3 The President and Vice President (next president candidate) shall be elected from the Directors by a resolution adopted by the Board of Directors. In such case, the Board of Directors may propose candidates for the President and Vice President (next president candidate) to Official Members to obtain a resolution as reference.
• 4 Vice Presidents and Executive Directors shall be elected from the Directors by a resolution adopted by the Board of Directors.
• 5 Of the Directors, the total number of Directors and those who are in special relationship with the Director under laws and regulations including his/her spouse and family members within the third degree of kinship may not exceed one-third of the total number of Directors. The same shall apply to the Auditors.
• 6 The total number of Directors who are directors or employees or other similar persons in a close relationship with another identical organization under laws and regulations shall not exceed one-third of the total number of all Directors. The same shall apply to Auditors.

• 1 Directors shall constitute the Board of Directors and execute duties in accordance with laws and regulations and the Articles of Incorporation.
• 2 The President shall represent this Juridical Person and preside over its operations.
• 3 Vice Presidents shall support the President and if the President is unable to act, shall act in his/her place.
• 4 Executive Directors execute the divided operations of this Juridical Person in accordance with decisions of the Board of Directors.
• 5 The Representative Directors and the Executive Directors must report the status of their execution of duties to the Board of Directors at least quarterly.

• 1 Auditors shall audit the execution of duties by the Directors and prepare audit reports in compliance with laws and regulations.
• 2 Auditors may, at any time, request Directors and employees to provide business reports and study the status of operations and properties of this Juridical Person.

• 1 With respect to the liability of officers for compensation under Article 111 (1) of the Act, if requirements under laws and regulations are satisfied, this Juridical Person may exempt an officer from such liability by a resolution adopted by the Board of Directors to the extent of the amount obtained by subtracting the minimum liability amount provided for by laws and regulations from the amount for which he/she is liable.
• 2 This Juridical person may, if requirements under laws and regulations are satisfied, enter into an agreement with an external auditor to limit liability for compensation in the preceding paragraph. However, the maximum amount of liability under the contract shall be the minimum liability amount provided for by laws and regulations.

• 1 The term of office of Directors shall expire at the conclusion of the annual meeting of the general assembly held relating to the last business year ending within two years after their election.
• 2 The term of Auditors shall expire at the conclusion of the annual meeting of the general assembly held relating to the last business year ending within two years after their election.
• 3 The term of a Director or an Auditor elected to fill a vacancy shall be the same as the remaining term of his/her predecessor.
• 4 If the number of Directors or Auditors falls short of the fixed number provided for in Article 19, Directors or Auditors shall continue to have rights and obligations as Directors or Auditors even after retiring from office due to expiration of their term of office or resignation until newly elected persons assume office.

• A Director or an Auditor may be dismissed by a resolution adopted by the general assembly.

• No compensation shall be paid to the Directors and Auditors.

CHAPTER VI BOARD OF DIRECTORS

• 1 This Juridical Person shall have the Board of Directors.
• 2 The Board of Directors shall be constituted by all Directors.

• The Board of Directors shall perform the following duties:
  • (1) Determining the execution of operations by this Juridical Person;
  • (2) Supervising the execution of duties by the Board of Directors; and
  • (3) Electing and dismissing the President, Vice Presidents, and Executive Directors.

• 1 The Board of Directors shall be convened by the President.
• 2 If the position of the President is vacant or the President is unable to act, a Vice President shall convene the Board of Directors.

• 1 A resolution of the Board of Directors shall be adopted at a meeting in which a majority of Directors except Directors who have a special interest in the resolution are present, by a majority of the Directors so present.
• 2 Notwithstanding the provision of the preceding paragraph, if requirements provided for in Article 96 of the Act are satisfied, a resolution of the Board of Directors shall be deemed to have been adopted.

• 1 Minutes of the proceedings of a meeting of the Board of Director shall be prepared pursuant to the provisions of laws and regulations.
• 2 The President, Vice Presidents, and Auditors who have attended the meeting shall affix their signatures or names and seals to the minutes provided for in the preceding paragraph.

CHAPTER VII PROPERTIES AND ACCOUNTING

• The business year of this Juridical Person shall commence on January 1 of each year and end on December 31 of the year.

• 1 This Juridical Person's business plan, revenue and expenditure budget, and documents that state expected funds to be raised and capital investments shall be prepared by the President for approval of the Board of Directors by the day preceding the date of commencing each business year. The same shall apply to changes to these documents.
• 2 The documents in the preceding paragraph shall be kept at the principal office and secondary offices until the relevant business year ends for public inspection.

• 1 With respect to this Juridical Person's business report and settlement of accounts, the following documents shall be prepared by the President and audited by Auditors after the end of each business year, which must be approved by the Board of Directors:
  • (1) Business reports;
  • (2) Supplemental schedules to the business reports;
  • (3) Balance sheets;
  • (4) Statements of income (statements of changes in net assets);
  • (5) Supplemental schedules to the statements of income (statements of changes in net assets); and
  • (6) Inventory of properties.
• 2 Of documents approved under the preceding paragraph, documents stipulated in item (1), (3), (4), and (6) shall be submitted to the annual meeting of the general assembly for reporting with respect to item (1) and for approval with respect to other items.
• 3 In addition to the documents listed in paragraph 1, documents listed in the below items shall be kept at the principal office and secondary officers for a period of five years for public inspection. In addition, the Articles of Incorporation shall be kept at the principal office and secondary officers, and the registry of members at the principal office, for public inspection.
  • (1) Audit reports;
  • (2) The registry of Directors and Auditors; and
  • (3) Documents stating the overview of the governing body and the status of business activities, and material numerical figures relating thereto.

• Pursuant to Article 48 of the Ordinance for Enforcement of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation, the President shall calculate the remaining amount of properties acquired for public interest purpose at the end of each fiscal year and state the amount in the document in paragraph, 3, item (3) of the preceding Article.

CHAPTER VIII AMENDMENT OF THE ARTICLES OF INCORPORATIONA AND DISSOLUTION

• The Articles of Incorporation may be amended by a resolution adopted by the general assembly.

• This Juridical Person shall be dissolved by a resolution adopted by the general assembly and for other grounds provided for by laws and regulations.

• In the event that this Juridical Person receives a disposition of the cancellation of the Public Interest Corporation Authorization or that this Juridical Person extinguishes as a result of a merger (excluding cases in which a juridical person that succeeds its rights and obligations is a public interest corporation), this Juridical Person shall, by a resolution adopted by the general assembly, donate the properties equivalent to any remaining amount of properties acquired for public interest purposes to juridical persons listed Article 5, item (xvii), of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation or the national government or local governments within one month after the day of such cancellation of Public Interest Corporation Authorization or the day of such merger.

• The remaining properties at the time of dissolution of this Juridical Persons shall, by a resolution adopted by the general assembly, be donated to juridical persons listed Article 5, item (xvii) of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation or the national government or local governments.

CHAPTER IX METHOD OF PUBLIC NOTICE

• 1 A public notice of this Juridical Person shall be given by electronic public notice.
• 2 If the electronic public notice in the preceding paragraph is unable to be given due to an accident and other unavoidable reasons, the public notice shall be published in the Official Gazette.

CAHPTER X MISCELLANEOUS PROVISIONS

• 1 A committee may be established by a resolution adopted by the Board of Directors if doing so is necessary for this Juridical Person's operation of businesses.
• 2 The necessary matters concerning duties, composition and operation of the committee shall be separately stipulated by a resolution adopted by the Board of Directors

• 1 Branch and divisions may be established by a resolution adopted by the Board of Directors if doing so is necessary for this Juridical Person's operation of businesses.
• 2 The necessary matters concerning duties, composition and operation of the branches and divisions shall be separately stipulated by a resolution adopted by the Board of Directors.

• 1 The secretariat shall be established to process administrative work and have necessary staff members.
• 2 The chief of the secretariat and key staff members shall be appointed and dismissed by the President upon approval of the Board of Directors.
• 3 The necessary matters concerning the operation and staff members of the secretariat shall be separately stipulated by a resolution adopted by the Board of Directors.

• 1 This Juridical Person shall actively disclose the details of its activities, operations, financial data, and the like to promote fair and open activities.
• 2 The necessary matters concerning information disclosure shall be separately stipulated by a resolution adopted by the Board of Directors.

• 1 This Juridical Person shall make every possible measure to protect the protection of personal information that comes to its knowledge in the course of business.
• 2 The matters concerning the protection of personal information shall be separately stipulated by a resolution adopted by the Board of Directors.

• 1 The Articles of Incorporation shall come into force from the date of the incorporation registration of the public interest corporation provided for in Article 106, Paragraph 1 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation.
• 2 Initial representative directors of this Juridical Person shall be Yasuhiro Shiraki, Makoto Konagai and Shingo Ichimura. Initial executive directors of this Juridical Person shall be Keisuke Araki, Akira Fujiwara, Keiji Sasaki, Shinji Fujieda, Kazumi Wada, Satoshi Kawata, Tsutomu Araki, and Koichi Ono.
• 3 Notwithstanding the provision of Article 32, if the dissolution registration of a special case juridical person under the Civil Code and the incorporation registration of a public interest corporation provided for in Article 106, Paragraph 1 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation, the day preceding the date of the dissolution registration shall be the end of a business year and the date of incorporation shall be the start date of a business year.
• 4 The member status of officers under Article 19 of the old articles of corporation shall be lost as of the date of the incorporation registration of the public interest corporation in Supplementary Provision 1.