NPO THE CLASSIC LIVE FOR THE UNITED NATIONS CONSTITUTION
Chapter 1 General Provisions
Name
Article 1
The name of this Incorporation is "Specified Nonprofit Corporation- the Classic Live for the United Nations" and its abbreviation is “CLUN.”
Office
Article 2
CLUN has its main office at; 5-7-14-202 Shinjuku, Shinjuku-ku, Tokyo and subordinate office at; 1-2-1705 Takasago, Urawa-ku, Saitama-shi, Saitama.
Chapter 2 Purpose and Business
Purpose
Article 3
The purpose of CLUN are to contribute to promotion and edification of global environmental protection, international cooperation, pro-human right, and world peace by supporting people who are suffering from poverty and other difficulties through assistance of the UN activities.
Types of specified nonprofit activities
Article4
To achieve the purposes above mentioned, CLUN undertakes the following specified nonprofit activities:
1 International cooperation
2 Protection of human rights / Peace drive
3 Global environmental protection
4 Administration of organization that engage in the above activities and / or provision of liaison, advice or assistance in connection with the above activities.
Business
Article 5
To achieve the purpose described in the Article 3, this Incorporation undertakes the following business activities regarding these specified nonprofit activities:
1 Sound upbringing of youth that have a global view through the concert of life which is a musical including A Hymn to the UN, declamation of Charter of the UN, and message of peace in many different language.
2 To hold symposiums dealing with global environmental protection, international cooperation, pro-human right, and world peace.
3 To hold workshops to learn about international cooperation and ways of international volunteers.
4 To contact, advise, and support international cooperation groups.
5 To provide income of the activities above and donations as a fund to people who are suffering from poverty and other difficulties through domestic and international organizations for youth foundation and appropriate UN agencies, such as UNTAC, UNHCR, and UNESCO.
Chapter 3 Membership
Category and types of membership
Article 6
Full membership (hereinafter referred to as CLUN members)
Admission
Article 7
CLUN members shall meet the following requirements:
1 To agree with the purpose of CLUN
2 A person who desires to be a CLUN member shall apply to the President of CLUN through the specified application form. Upon receipt of the above mentioned application, the President shall accept the applicant whenever such application fully meets the requirements and there is no appropriate reason to reject.
3 If the President does not accept the application, the President shall send written notice to the applicant explaining the reason for rejection.
Admission fees and Membership fees
Article 8
CLUN members shall pay admission fees and membership fees which are approved by the General Meeting of CLUN.
Disqualification of membership
Article 9
If CLUN member(s) fall under one of the following cases, he / she will lose membership qualification:
1 Submittal of the withdrawal notice.
2 His / her death or demise of the Incorporation
3 Delinquency of annual membership fees over one (1) year.
4 Dismissal from membership.
Withdrawal from membership
Article10
A member may withdraw from CLUN anytime at their own free will by submitting the specified withdrawal notice to the President of CLUN.
Dismissal from membership
Article 11
If a member falls under any of the following cases, the General Meeting of CLUN may dismiss such member from CLUN.
1 If a member violates the Articles of Incorporation.
2 If a member injures the reputation or acts against the purposes of CLUN.
Nonrefunding of the fees and dues
Article 12
CLUN shall not refund any fees and dues once paid by the members.
Chapter 4 Officers and Staff members
Types and number of officers
Article 13
1 CLUN has the following types and number of officers.
1.1 Director: Eighteen (18)
1.2 Auditor: Three (3)
2 Among the directors, one (1) shall be President and three (3) shall be Vice Presidents.
Elections, etc.
Article 14
1 Directors and Auditors shall be elected by the General Meeting.
2 President and Vice Presidents shall be chosen by the 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 Auditors may not concurrently be a director or staff member.
Officer duties
Article15
1 The President shall represent CLUN and preside over all activities of CLUN.
2 The Vice Presidents shall assist the President and preside over the activities as specified by the President in case of his / her accident and / or absence.
3 Directors constitute the Executive Board and perform the duties specified by the Articles of Incorporation and resolution passed at the Executive Board Meeting.
4 The Auditors shall perform the following duties:
4.1 Inspect the status of business conducted by the directors.
4.2 Inspect the status of assets of this Incorporation.
4.3 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 of assets of CLUN is discovered.
4.4 Convene the General Meeting, if necessary, to submit a report as specified in the preceding item.
4.5 Present opinions or request for convening the Executive Board Meeting to the Directors on the status of business conducted by the Directors or the status of assets of this Incorporation.
Terms of office of the officers
Article 16
1 The term of office of Directors and Auditors shall be two (2) years. However, reelections shall not be prohibited.
2 Notwithstanding the provisions specified in the preceding Item 1, in the event that a successor is not yet elected, Directors and Auditors shall perform their duties until after the General Meeting.
3 The terms of office of Directors and Auditor who newly assume the office due to the absence or increase of officer(s) shall be the residual period of the former or current officers.
4 Directors shall perform their duties until a successor assumes the office, even after resignation or fulfillment of the term of office.
Filling of vacancies
Article 17
If the offices of more than one-third (1/3) of the quorum of directors or auditors fall vacant, they shall be filled promptly.
Dismissal of officers
Article18
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 specified in the following item, 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.
1.2 Violation of official duty or inappropriate acts as Director(s) or Auditor(s).
Remuneration
Article 19
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 CLUN may stipulate necessary terms and conditions to cover the preceding item 2 with the approval of the General Meeting.
Staffs
Article 20
1 In CLUN, the Office Supervisor and staffs shall be arranged.
2 The appointment and dismissal of the staff shall be arranged by the President of CLUN.
Chapter 5 General Meetings
Types of meetings
Article 21
CLUN shall have General Meeting(s) which may be ordinary or extraordinary.
Constitution of General Meeting
Article 22
The General Meeting consists of CLUN members.
Authority and function of General Meeting
Article23
The following items shall be resolved at the General Meeting:
1 Amendment of the Articles of Incorporation
2 Dissolution
3 Merger
4 Business plan, Budget for revenues and expenditure and amendments thereof
5 Business report and Financial reports
6 Appointment and dismissal of officers, officer’s duty and remuneration
7 Amounts of admission fee and membership fee
8 Loan (excluding the short-term loan reimbursed within the same business period as in Article 50) and other new burden of obligation and / or renunciation of rights
9 Organization and administration of CLUN Central Office
10 Other important issues concerning the administration of CLUN
Holding the General Meeting
Article 24
1 The ordinary General Meeting of CLUN will be held once a year.
2 The extraordinary General Meeting will be held for the following reasons:
2.1 When the Executive Board calls the meeting as occasion demands
2.2 When one-fifth (1/5) and more of the total number of CLUN members request to hold a General Meeting in writing for a specified agenda
2.3 When the Auditors convene General Meeting according to the Article 15, item 4-4
Convene General Meeting
Article 25
1 The President convenes the General Meeting except in the events stipulated in item 2-1 and 2-2 of the preceding Article.
2 The President, upon receipt of the claims for the General Meeting in the event of item 2-1 and 2-2 of the preceding Article, shall convene the extraordinary General Meeting within fourteen (14) days 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 CLUN members at least 5 days before the General Meeting.
Chairman of General Meeting
Article 26
The chairperson of the General Meeting shall be appointed from among CLUN members present at the General Meeting.
Quorum of General Meeting
Article 27
More than a half of CLUN members shall constitute a quorum.
Resolution by General Meeting
Article 28
1 The agenda to be considered at the General Meeting shall be those listed in Article 25, item 3.
2 All other motions shall be passed by a majority vote of the General Meeting. In case of a tie, the chairperson shall decide the issue.
Voting at General Meeting
Article 29
1 Each CLUN member shall have an equal voting right at the General Meeting.
2 Any CLUN member, who is forced to be absent from the General Meeting due to circumstances beyond control, may ask in writing to have a proxy for his / her voting at the Meeting.
3 Such members specified in the preceding Article shall be considered in attendance at the General Meeting.
4 Those CLUN members involved in the special interests of the agenda may not participate in the voting for such agenda.
Minutes of General Meeting
Article 30
1 The following items shall be covered in the minutes of the General Meeting:
1.1 Date, hour, and place
1.2 Quorum of CLUN members and attendants (including proxy)
1.3 Agenda
1.4 Process of discussion and resolutions
1.5 Issues for the appointment of minutes recorders
2 The minutes of the General Meeting shall be signed by the chairperson and more than one attendant appointed by the Meeting.
Chapter 6 Executive Board
Constitution of Executive Board Members
Article 31
The Executive Board consists of Directors.
Authority and faculty of the Executive Board Meeting
Article 32
1 The Executive Board resolves the following items and other issues specified by the Articles of Incorporation:
1.1 Issues to be considered at the General Meeting
1.2 Issues concerning the carrying out of the resolutions made at the General Meeting
1.3 Issues concerning the carrying out of the duties which do not require the approval of the General Meeting
Holding Executive Board Meeting
Article33
The Executive Board Meeting will be held on the following occasions:
1 When the President calls the meeting as occasion demands
2 When two-thirds (2/3) and more of the Directors request the holding of the Executive Board Meeting in writing for a specified agenda
3 When the Auditors request convening of General Meeting according to the Article 15, item 4-4
Convening the Executive Board Meeting
Article 34
1 The President convenes the Executive Board Meeting.
2 In the event of item 2 and 3 of the preceding Article, the President shall convene the Meeting within fourteen (14) days from the date of request.
3 The President shall send a written notice at least seven (7) days prior to the holding of the Meeting indicating the date, place, purposes and agenda to be discussed.
Chairperson of the Executive Board Meeting
Article 35
The President chairs the Executive Board Meeting.
Resolution by Executive Board Meeting
Article 36
1 The issues to be approved by the Executive Board Meeting shall be those announced in advance in accordance with the Article 34 item 3.
2 All the proposals and motions shall be approved by the majority vote of the Directors attending at the Executive Board Meeting. In case of a tie, the chairperson shall decide the issue.
Voting in Executive Board Meeting
Article 37
1 Each Director has an equal voting right.
2 Any Director who is forced to be absent from the Meeting due to the circumstances beyond their control, may vote in writing on announced agenda items.
3 Such Director(s) voting in accordance with the preceding Article shall be deemed attendant to the Meeting in the case of application of the preceding article and the Item 1 of the next article.
4 The Director(s) involved in the special interests of the agendas may not participate in the voting.
Minutes of the Executive Board Meeting
Article 38
1 The following items shall be covered in the minutes of the Executive Board Meeting:
1.1 Date, hour, and place
1.2 Quorum of directors, and names of attending Directors (the proxy vote(s) in writing should be appended)
1.3 Agenda
1.4 Process of discussion and resolutions
1.5 Issues for the appointment of minutes recorders
2 The minutes of the Executive Board Meeting shall be signed by the Chairman and more than one attendant appointed by the Meeting.
Chapter 7 Assets and Accounting
Assets
Article 39
The assets of this Incorporation consist of the following assets:
1 The assets listed in the inventory of assets at the time of foundation
2 Admission fees and membership fees
3 Donations
4 Revenues derived from the assets
5 Revenues from business
Classification of assets
Article 40
The assets of this Incorporation are classified as those relating to the Specified Nonprofit Activities.
Assets administration
Article 41
The President shall administer the assets of CLUN and stipulate the method of administration with the consent of General Meeting.
Accounting principles
Article 42
The accounting of this Incorporation shall be in accordance with the principles as stipulated in Article 27 of the Law.
Accounts classification
Article 43
The accounts of this Incorporation shall be classified as accounts for the business relating to the Specified Nonprofit Activities.
Business plan and budget
Article 44
The President of this Incorporation shall draft a business plan and a budget for revenue and expenditures, and get approval of the General Meeting.
Provisional budget
Article 45
1 Notwithstanding the preceding Article, if the budget is not given the final approval at the General Meeting due to circumstances beyond control, the President may authorize the receipt and the disbursements with the approval of the Executive Board following the preceding year’s budget until the final approval of the new year’s budget by the General Meeting.
2 The receipts and disbursement described in the preceding item shall be deemed a part of the new year’s budget.
Reserve fund
Article 46
1 To appropriate the expenditure over the budget, a reserve fund may be installed into the budget.
2 Any disbursements from the reserve fund shall require the prior consent of the Executive Board.
Revision of the budget
Article 47
The final approved budget may be revised in the event of circumstances beyond control with the approval of the Executive Board.
Business reports
Article 48
1 The activity report, inventory of assets, balance sheet and statement of the revenues and expenditures shall be made by the President of the Incorporation promptly after the closing of every business year and shall be audited by the Auditors for the approval of the General Meeting.
2 Any surplus of the business year shall be carried over to the following year.
Business year
Article 49
The business year of this Incorporation starts on the 1st of April every year and ends on the 31st of March of the following year.
Expedient transaction
Article 50
Those transactions not included in the budget such as loan and other new liabilities, abandonment of the assets shall be approved by the General Meeting.
Chapter 8 Amendments of the Articles of Incorporation and Dissolution and Merger
Amendments of the Articles of Incorporation
Article 51
Any amendments of the Articles of Incorporation shall be approved by more than three-fourths (3/4) of the CLUN members present at the General Meeting. No amendment of the Articles of Incorporation shall be effective unless approval is obtained from the concerned government agency excluding the minor matters specified in Article 25 item 3 of the NPO Law.
Dissolution
Article 52
1 This Incorporation shall be dissolved for any of the following reasons:
1.1 Resolution of a General Meeting to that effect
1.2 The impossibility of successful performance of operations relating to specified nonprofit activities that are its objective
1.3 Scarcity of members
1.4 Merger
1.5 Bankruptcy
1.6 Revocation of authentication of the foundation by the concerned government
2 The dissolution of CLUN due to reasons specified in the preceding item 1.1 shall be approved by more than three-fourths (3/4) of all CLUN members.
3 Dissolution for reasons specified in item 1.2 shall not take effect without the approval of the concerned government agency.
Assignment of remaining assets
Article 53
In event of the dissolution of CLUN, except in the case of merger and bankruptcy, the remaining assets may assign to Tokyo Metropolitan Government, according to Article 11, item 3 of the Law.
Merger
Article 54
Any merger by CLUN shall be approved by more than three fourths (3/4) of CLUN members and shall be approved by the concerned government agency.
Chapter 9 Method of Public Notice
Method of public notice
Article 55
The public announcement of CLUN shall be posted at the CLUN Central Office and in Yomiuri Shimbun.
Chapter 10 Miscellaneous Provisions
Bylaws
Article 56
The Bylaws necessary to implement this Article of Incorporation shall be stipulated by the President with the approval of the Executive Board Meeting.
Supplementary provisions
1 This Articles of Incorporation shall become effective on the date of registration of the foundation.
2 The officers at the time of foundation of CLUN are as follows:
President; Masayo Koike
Vice President; Kyoko Sakai
Susumu Inami
Mitsuhiro Nakamura
Director; Yukiyoshi Arai
Saeko Minami
Ryousuke Nagashima
Masao Chino
Hideo Matsue
Yuichiro Koike
Kageyuki Kimura
Yoshiko Yamanaka
Midori Yamaura
Michitaka Yamaura
Shinichi Ogawa
Mariko Takemura
Auditor; Tatsuo Shimada
3 Notwithstanding the provision of Article 16 item 1, the officer(s) shall be the period from the date of the foundation of the Incorporation to June 30th of 2002.
4 The business plan and the budget for the first period of this Incorporation shall be determined by the General Meeting in spite of the provisions of Article 44.
5 Notwithstanding the provision of Article 49, the first business period of this Incorporation shall be from the foundation of the Incorporation to March 31th of 2001.
6 The admission fees and membership fees at the time of the foundation of CLUN shall be as follows in spite of the provisions of Article 8:
Admission fees \5,000
Annual membership fees \10,000NPO THE CLASSIC LIVE FOR THE UNITED NATIONS CONSTITUTION
Chapter 1 General Provisions
Name
Article 1
The name of this Incorporation is "Specified Nonprofit Corporation- the Classic Live for the United Nations" and its abbreviation is “CLUN.”
Office
Article 2
CLUN has its main office at; 5-7-14-202 Shinjuku, Shinjuku-ku, Tokyo and subordinate office at; 1-2-1705 Takasago, Urawa-ku, Saitama-shi, Saitama.
Chapter 2 Purpose and Business
Purpose
Article 3
The purpose of CLUN are to contribute to promotion and edification of global environmental protection, international cooperation, pro-human right, and world peace by supporting people who are suffering from poverty and other difficulties through assistance of the UN activities.
Types of specified nonprofit activities
Article4
To achieve the purposes above mentioned, CLUN undertakes the following specified nonprofit activities:
1 International cooperation
2 Protection of human rights / Peace drive
3 Global environmental protection
4 Administration of organization that engage in the above activities and / or provision of liaison, advice or assistance in connection with the above activities.
Business
Article 5
To achieve the purpose described in the Article 3, this Incorporation undertakes the following business activities regarding these specified nonprofit activities:
1 Sound upbringing of youth that have a global view through the concert of life which is a musical including A Hymn to the UN, declamation of Charter of the UN, and message of peace in many different language.
2 To hold symposiums dealing with global environmental protection, international cooperation, pro-human right, and world peace.
3 To hold workshops to learn about international cooperation and ways of international volunteers.
4 To contact, advise, and support international cooperation groups.
5 To provide income of the activities above and donations as a fund to people who are suffering from poverty and other difficulties through domestic and international organizations for youth foundation and appropriate UN agencies, such as UNTAC, UNHCR, and UNESCO.
Chapter 3 Membership
Category and types of membership
Article 6
Full membership (hereinafter referred to as CLUN members)
Admission
Article 7
CLUN members shall meet the following requirements:
1 To agree with the purpose of CLUN
2 A person who desires to be a CLUN member shall apply to the President of CLUN through the specified application form. Upon receipt of the above mentioned application, the President shall accept the applicant whenever such application fully meets the requirements and there is no appropriate reason to reject.
3 If the President does not accept the application, the President shall send written notice to the applicant explaining the reason for rejection.
Admission fees and Membership fees
Article 8
CLUN members shall pay admission fees and membership fees which are approved by the General Meeting of CLUN.
Disqualification of membership
Article 9
If CLUN member(s) fall under one of the following cases, he / she will lose membership qualification:
1 Submittal of the withdrawal notice.
2 His / her death or demise of the Incorporation
3 Delinquency of annual membership fees over one (1) year.
4 Dismissal from membership.
Withdrawal from membership
Article10
A member may withdraw from CLUN anytime at their own free will by submitting the specified withdrawal notice to the President of CLUN.
Dismissal from membership
Article 11
If a member falls under any of the following cases, the General Meeting of CLUN may dismiss such member from CLUN.
1 If a member violates the Articles of Incorporation.
2 If a member injures the reputation or acts against the purposes of CLUN.
Nonrefunding of the fees and dues
Article 12
CLUN shall not refund any fees and dues once paid by the members.
Chapter 4 Officers and Staff members
Types and number of officers
Article 13
1 CLUN has the following types and number of officers.
1.1 Director: Eighteen (18)
1.2 Auditor: Three (3)
2 Among the directors, one (1) shall be President and three (3) shall be Vice Presidents.
Elections, etc.
Article 14
1 Directors and Auditors shall be elected by the General Meeting.
2 President and Vice Presidents shall be chosen by the 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 Auditors may not concurrently be a director or staff member.
Officer duties
Article15
1 The President shall represent CLUN and preside over all activities of CLUN.
2 The Vice Presidents shall assist the President and preside over the activities as specified by the President in case of his / her accident and / or absence.
3 Directors constitute the Executive Board and perform the duties specified by the Articles of Incorporation and resolution passed at the Executive Board Meeting.
4 The Auditors shall perform the following duties:
4.1 Inspect the status of business conducted by the directors.
4.2 Inspect the status of assets of this Incorporation.
4.3 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 of assets of CLUN is discovered.
4.4 Convene the General Meeting, if necessary, to submit a report as specified in the preceding item.
4.5 Present opinions or request for convening the Executive Board Meeting to the Directors on the status of business conducted by the Directors or the status of assets of this Incorporation.
Terms of office of the officers
Article 16
1 The term of office of Directors and Auditors shall be two (2) years. However, reelections shall not be prohibited.
2 Notwithstanding the provisions specified in the preceding Item 1, in the event that a successor is not yet elected, Directors and Auditors shall perform their duties until after the General Meeting.
3 The terms of office of Directors and Auditor who newly assume the office due to the absence or increase of officer(s) shall be the residual period of the former or current officers.
4 Directors shall perform their duties until a successor assumes the office, even after resignation or fulfillment of the term of office.
Filling of vacancies
Article 17
If the offices of more than one-third (1/3) of the quorum of directors or auditors fall vacant, they shall be filled promptly.
Dismissal of officers
Article18
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 specified in the following item, 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.
1.2 Violation of official duty or inappropriate acts as Director(s) or Auditor(s).
Remuneration
Article 19
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 CLUN may stipulate necessary terms and conditions to cover the preceding item 2 with the approval of the General Meeting.
Staffs
Article 20
1 In CLUN, the Office Supervisor and staffs shall be arranged.
2 The appointment and dismissal of the staff shall be arranged by the President of CLUN.
Chapter 5 General Meetings
Types of meetings
Article 21
CLUN shall have General Meeting(s) which may be ordinary or extraordinary.
Constitution of General Meeting
Article 22
The General Meeting consists of CLUN members.
Authority and function of General Meeting
Article23
The following items shall be resolved at the General Meeting:
1 Amendment of the Articles of Incorporation
2 Dissolution
3 Merger
4 Business plan, Budget for revenues and expenditure and amendments thereof
5 Business report and Financial reports
6 Appointment and dismissal of officers, officer’s duty and remuneration
7 Amounts of admission fee and membership fee
8 Loan (excluding the short-term loan reimbursed within the same business period as in Article 50) and other new burden of obligation and / or renunciation of rights
9 Organization and administration of CLUN Central Office
10 Other important issues concerning the administration of CLUN
Holding the General Meeting
Article 24
1 The ordinary General Meeting of CLUN will be held once a year.
2 The extraordinary General Meeting will be held for the following reasons:
2.1 When the Executive Board calls the meeting as occasion demands
2.2 When one-fifth (1/5) and more of the total number of CLUN members request to hold a General Meeting in writing for a specified agenda
2.3 When the Auditors convene General Meeting according to the Article 15, item 4-4
Convene General Meeting
Article 25
1 The President convenes the General Meeting except in the events stipulated in item 2-1 and 2-2 of the preceding Article.
2 The President, upon receipt of the claims for the General Meeting in the event of item 2-1 and 2-2 of the preceding Article, shall convene the extraordinary General Meeting within fourteen (14) days 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 CLUN members at least 5 days before the General Meeting.
Chairman of General Meeting
Article 26
The chairperson of the General Meeting shall be appointed from among CLUN members present at the General Meeting.
Quorum of General Meeting
Article 27
More than a half of CLUN members shall constitute a quorum.
Resolution by General Meeting
Article 28
1 The agenda to be considered at the General Meeting shall be those listed in Article 25, item 3.
2 All other motions shall be passed by a majority vote of the General Meeting. In case of a tie, the chairperson shall decide the issue.
Voting at General Meeting
Article 29
1 Each CLUN member shall have an equal voting right at the General Meeting.
2 Any CLUN member, who is forced to be absent from the General Meeting due to circumstances beyond control, may ask in writing to have a proxy for his / her voting at the Meeting.
3 Such members specified in the preceding Article shall be considered in attendance at the General Meeting.
4 Those CLUN members involved in the special interests of the agenda may not participate in the voting for such agenda.
Minutes of General Meeting
Article 30
1 The following items shall be covered in the minutes of the General Meeting:
1.1 Date, hour, and place
1.2 Quorum of CLUN members and attendants (including proxy)
1.3 Agenda
1.4 Process of discussion and resolutions
1.5 Issues for the appointment of minutes recorders
2 The minutes of the General Meeting shall be signed by the chairperson and more than one attendant appointed by the Meeting.
Chapter 6 Executive Board
Constitution of Executive Board Members
Article 31
The Executive Board consists of Directors.
Authority and faculty of the Executive Board Meeting
Article 32
1 The Executive Board resolves the following items and other issues specified by the Articles of Incorporation:
1.1 Issues to be considered at the General Meeting
1.2 Issues concerning the carrying out of the resolutions made at the General Meeting
1.3 Issues concerning the carrying out of the duties which do not require the approval of the General Meeting
Holding Executive Board Meeting
Article33
The Executive Board Meeting will be held on the following occasions:
1 When the President calls the meeting as occasion demands
2 When two-thirds (2/3) and more of the Directors request the holding of the Executive Board Meeting in writing for a specified agenda
3 When the Auditors request convening of General Meeting according to the Article 15, item 4-4
Convening the Executive Board Meeting
Article 34
1 The President convenes the Executive Board Meeting.
2 In the event of item 2 and 3 of the preceding Article, the President shall convene the Meeting within fourteen (14) days from the date of request.
3 The President shall send a written notice at least seven (7) days prior to the holding of the Meeting indicating the date, place, purposes and agenda to be discussed.
Chairperson of the Executive Board Meeting
Article 35
The President chairs the Executive Board Meeting.
Resolution by Executive Board Meeting
Article 36
1 The issues to be approved by the Executive Board Meeting shall be those announced in advance in accordance with the Article 34 item 3.
2 All the proposals and motions shall be approved by the majority vote of the Directors attending at the Executive Board Meeting. In case of a tie, the chairperson shall decide the issue.
Voting in Executive Board Meeting
Article 37
1 Each Director has an equal voting right.
2 Any Director who is forced to be absent from the Meeting due to the circumstances beyond their control, may vote in writing on announced agenda items.
3 Such Director(s) voting in accordance with the preceding Article shall be deemed attendant to the Meeting in the case of application of the preceding article and the Item 1 of the next article.
4 The Director(s) involved in the special interests of the agendas may not participate in the voting.
Minutes of the Executive Board Meeting
Article 38
1 The following items shall be covered in the minutes of the Executive Board Meeting:
1.1 Date, hour, and place
1.2 Quorum of directors, and names of attending Directors (the proxy vote(s) in writing should be appended)
1.3 Agenda
1.4 Process of discussion and resolutions
1.5 Issues for the appointment of minutes recorders
2 The minutes of the Executive Board Meeting shall be signed by the Chairman and more than one attendant appointed by the Meeting.
Chapter 7 Assets and Accounting
Assets
Article 39
The assets of this Incorporation consist of the following assets:
1 The assets listed in the inventory of assets at the time of foundation
2 Admission fees and membership fees
3 Donations
4 Revenues derived from the assets
5 Revenues from business
Classification of assets
Article 40
The assets of this Incorporation are classified as those relating to the Specified Nonprofit Activities.
Assets administration
Article 41
The President shall administer the assets of CLUN and stipulate the method of administration with the consent of General Meeting.
Accounting principles
Article 42
The accounting of this Incorporation shall be in accordance with the principles as stipulated in Article 27 of the Law.
Accounts classification
Article 43
The accounts of this Incorporation shall be classified as accounts for the business relating to the Specified Nonprofit Activities.
Business plan and budget
Article 44
The President of this Incorporation shall draft a business plan and a budget for revenue and expenditures, and get approval of the General Meeting.
Provisional budget
Article 45
1 Notwithstanding the preceding Article, if the budget is not given the final approval at the General Meeting due to circumstances beyond control, the President may authorize the receipt and the disbursements with the approval of the Executive Board following the preceding year’s budget until the final approval of the new year’s budget by the General Meeting.
2 The receipts and disbursement described in the preceding item shall be deemed a part of the new year’s budget.
Reserve fund
Article 46
1 To appropriate the expenditure over the budget, a reserve fund may be installed into the budget.
2 Any disbursements from the reserve fund shall require the prior consent of the Executive Board.
Revision of the budget
Article 47
The final approved budget may be revised in the event of circumstances beyond control with the approval of the Executive Board.
Business reports
Article 48
1 The activity report, inventory of assets, balance sheet and statement of the revenues and expenditures shall be made by the President of the Incorporation promptly after the closing of every business year and shall be audited by the Auditors for the approval of the General Meeting.
2 Any surplus of the business year shall be carried over to the following year.
Business year
Article 49
The business year of this Incorporation starts on the 1st of April every year and ends on the 31st of March of the following year.
Expedient transaction
Article 50
Those transactions not included in the budget such as loan and other new liabilities, abandonment of the assets shall be approved by the General Meeting.
Chapter 8 Amendments of the Articles of Incorporation and Dissolution and Merger
Amendments of the Articles of Incorporation
Article 51
Any amendments of the Articles of Incorporation shall be approved by more than three-fourths (3/4) of the CLUN members present at the General Meeting. No amendment of the Articles of Incorporation shall be effective unless approval is obtained from the concerned government agency excluding the minor matters specified in Article 25 item 3 of the NPO Law.
Dissolution
Article 52
1 This Incorporation shall be dissolved for any of the following reasons:
1.1 Resolution of a General Meeting to that effect
1.2 The impossibility of successful performance of operations relating to specified nonprofit activities that are its objective
1.3 Scarcity of members
1.4 Merger
1.5 Bankruptcy
1.6 Revocation of authentication of the foundation by the concerned government
2 The dissolution of CLUN due to reasons specified in the preceding item 1.1 shall be approved by more than three-fourths (3/4) of all CLUN members.
3 Dissolution for reasons specified in item 1.2 shall not take effect without the approval of the concerned government agency.
Assignment of remaining assets
Article 53
In event of the dissolution of CLUN, except in the case of merger and bankruptcy, the remaining assets may assign to Tokyo Metropolitan Government, according to Article 11, item 3 of the Law.
Merger
Article 54
Any merger by CLUN shall be approved by more than three fourths (3/4) of CLUN members and shall be approved by the concerned government agency.
Chapter 9 Method of Public Notice
Method of public notice
Article 55
The public announcement of CLUN shall be posted at the CLUN Central Office and in Yomiuri Shimbun.
Chapter 10 Miscellaneous Provisions
Bylaws
Article 56
The Bylaws necessary to implement this Article of Incorporation shall be stipulated by the President with the approval of the Executive Board Meeting.
Supplementary provisions
1 This Articles of Incorporation shall become effective on the date of registration of the foundation.
2 The officers at the time of foundation of CLUN are as follows:
President; Masayo Koike
Vice President; Kyoko Sakai
Susumu Inami
Mitsuhiro Nakamura
Director; Yukiyoshi Arai
Saeko Minami
Ryousuke Nagashima
Masao Chino
Hideo Matsue
Yuichiro Koike
Kageyuki Kimura
Yoshiko Yamanaka
Midori Yamaura
Michitaka Yamaura
Shinichi Ogawa
Mariko Takemura
Auditor; Tatsuo Shimada
3 Notwithstanding the provision of Article 16 item 1, the officer(s) shall be the period from the date of the foundation of the Incorporation to June 30th of 2002.
4 The business plan and the budget for the first period of this Incorporation shall be determined by the General Meeting in spite of the provisions of Article 44.
5 Notwithstanding the provision of Article 49, the first business period of this Incorporation shall be from the foundation of the Incorporation to March 31th of 2001.
6 The admission fees and membership fees at the time of the foundation of CLUN shall be as follows in spite of the provisions of Article 8:
Admission fees \5,000
Annual membership fees \10,000