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The articles of association

Chapter 4: Officers and Staff member

Article13: (Types and number of officers)

  1. This organization has the following types and number of officers.
    1. 1 Director: Five (5) to Ten (10)
    2. 2 Auditor: Two (2)
  2. Among the directors, one shall be President and one shall be Vice President

Article14: (Elections, etc)

  1. Directors and Auditors shall be elected at the General Meeting.
  2. President and Vice President shall be elected among Directors.
  3. More than one person who are his/her spouse or close family of any Director or Auditor may not be Directors. More than one third of Directors and Auditors may not include persons who are their spouse's child, grandparent(s), grandchild, great-grandparent(s), great-grandchild, uncle, aunt, cousin, nephew, and niece.
  4. Any Auditor may not concurrently be a director or staff member.

Article15: (Officer Duties)

  1. The President shall represent this organization and preside over all activities of this organization.
  2. The vice President shall assist the President and preside over the activities as specified by the President in case of his/her accident or absence.
  3. Directors constitute the Board of Directors Meeting and perform the duties specified by the Articles of Incorporation and resolutions passed at the Board of Directors Meeting.
  4. The Auditors shall perform the following duties:
    1. 1 Inspect the status of business conducted by the Directors
    2. 2 Inspect the status of assets of this organization
    3. 3 Report to the General Meeting or the concerned governmental authority if, as a result of the inspection specified in the preceding items, improper conduct or important facts indicating violation of laws, regulations, or the Articles of Incorporation with regard to the business or assets of this organization is discovered
    4. 4 Convene the General Meeting, if necessary, to submit a report as specified in the preceding item
    5. 5 Present opinions to the Directors or request to convene the Board of Directors Meeting on the status of business conducted by the Directors or the status of assets of this organization

Article16: (Terms of office of the officers)

  1. The terms of office of Directors and Auditors shall be for two (2) years. However, reelection shall not be prohibited.
  2. The terms of office of Directors and Auditors who newly assume the office due to the absence or increase of officer(s) shall be the residual period of the former or fulfillment of the term of office.
  3. Directors and Auditors shall perform their duties until a successor assumes the office, even after resignation or fulfillment of the term of office.

Article17: (Filling of vacancies)

If the offices of more than one-third (1/3) of the quorum of directors or auditors fall vacant, they shall be filled promptly.

Article18: (Dismissal of officers)

  1. Under any of the following conditions, dismissal of such Director(s) or Auditor(s) may be voted at the General Meeting. In the event of dismissal, concerned Director(s) or Auditor(s) shall be given the opportunity to speak prior to the decision by the General Meeting:
    1. 1 Recognized to be incompetent for his/her duty due to mental or physical impediment
    2. 2 Violation of official duty or inappropriate acts as Director(s) or Auditor(s)

Article19: (Remuneration)

  1. Less than one-third (1/3) of the total number of Directors and Auditors may receive remuneration.
  2. The expenses needed to perform the duties shall be reimbursed.
  3. The President of this organization may stipulate necessary terms and conditions to cover the preceding item 2 with the approval of the General Meeting.

Article20: (Staff)

  1. In the office of this organization, the Office Supervisor and necessary staff shall be arranged.
  2. The appointment and dismissal of the staff (including the Office Supervisor) shall be arranged by the President of this organization.

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Chapter 5: General Meetings

Article21: (Types of the General Meetings)

The General Meetings of this organization may be ordinary and extraordinary.

Article22: (Constitution of General Meeting)

The General Meeting consists of Standard Members of this organization.

Article23: (Authority and function of General Meeting)

  1. The following items shall be resolved at the General Meeting:
    1. 1 Amendment of the Articles of Incorporation
    2. 2 Dissolution
    3. 3 Merger
    4. 4 Business plan, Budget for revenues and expenditure and amendments thereof
    5. 5 Business report and Financial Reports
    6. 6 Appointment and dismissal of officers, officerユs duty and remuneration
    7. 7 Amounts of admission fee and membership fee
    8. 8 Loan(excluding the short-term loan reimbursed within the same business period as in Article48) and other new burden of obligation and/or renunciation of rights
    9. 9 Organization and administration of the office of this organization
    10. 10 Other important issues concerning the administration of this organization

Article24: (Convocation of the General Meeting)

  1. The ordinary General Meeting of this organization will be held once a business year.
  2. The extraordinary General Meeting will be held for any of the following reasons:
    1. 1 When the Board of Directors calls the meeting as occasion demands
    2. 2 When a half(1/2) and more of the total number of the Standard members request to hold a General Meeting
    3. 3 When the Auditors call the meeting according to the Article 15 Item4.4

Article25: (Convening the General Meeting)

  1. The President convenes the General Meeting except in the events stipulated in Item2.3 of the preceding Article.
  2. The President, upon receipt of the claims for the General Meeting in the event of Item2.1 and 2.2 of the preceding Article, shall convene the extraordinary General Meeting within 10days from the date of said receipt.
  3. In the event of convening the General Meeting, written notice of date, place, purposes and agenda of the Meeting shall reach the standard members of this corporation at least 5days before the General Meeting.

Article26: (Chairperson of the General Meeting)

The chairperson of the General Meeting shall be appointed from among the standard members present at the General Meeting.

Article27: (Quorum of the General Meeting)

More than a half of the standard members of this organization shall constitute a quorum.

Article28: (Resolution by the General Meeting)

  1. The agenda to be considered at the General Meeting shall be those listed in Article25 Item3.
  2. All other motions including those specified by this Article of Incorporation shall be passed by a majority vote of the General Meeting. In case of a tie, the chairperson shall decide the issue.

Article29: (Voting at the General Meeting)

  1. Each standard member of this corporation shall have an equal voting right at the General Meeting.
  2. Any standard member, who is forced to be absent from the General Meeting due to circumstances beyond control, may exercise its vote in writing or by proxy for his/her voting at the General Meeting with respect to matters which have been notified to it in advance.
  3. Any standard member, who has exercised its vote in accordance with the preceding item, shall be considered in attendance at the General Meeting in the case of application of Article27, Item2 of Article28, Item1.2 of Article30 and Article 49.
  4. Those standard members involved in the special interests of the agenda may not participate in the voting for such agenda.

Article30: (Minutes of the General Meeting)

  1. The minutes shall be taken of the proceedings of a General Meeting, which include the following matters;
    1. 1 Date, hour, and place
    2. 2 The number of all the standard members and the number of attendants(including presence in writing and by proxy)
    3. 3 Matters deliberated and decided
    4. 4 The outline of the proceedings and the resolutions
    5. 5 The matter relating to the appointment of a signatory or signatories of the minutes
  2. The minutes of the General Meeting shall be signed by the chairperson and 2 attendants appointed by the Meeting.

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