Articles of Association of JASRAC

October 21, 2009

Established by resolution at the General Meeting

November 22, 2011

Partial Amendment resolved at the General Meeting of Members

June 25, 2015

Partial Amendment resolved at the General Meeting of Members

June 28, 2017

Partial Amendment resolved at the General Meeting of Members

June 26, 2019

Partial Amendment resolved at the General Meeting of Members

June 24, 2020

Partial Amendment resolved at the General Meeting of Members

Japanese Society for Rights of Authors, Composers and Publishers

Articles of Association of JASRACCONTENTS
Chapter 1

General Rules (Articles 1 and 2)

Chapter 2

Objectives and Activities (Articles 3 and 4)

Chapter 3

Membership (Articles 5 to 16)

Chapter 4General Meeting of Members (Articles 17 to 24)

Chapter 5

Officers and Accounting Auditors (Articles 25 to 35)

Chapter 6

Board of Directors (Articles 36 to 42)

Chapter 7

Chairman and Committees (Articles 43 to 47)

Chapter 8

Accounting (Articles 48 to 51)

Chapter 9

Amendment of Articles of Association and Dissolution (Articles 52 to 54)

Chapter 10

Public Notice (Article 55)

Supplementary Provisions

Chapter 1.

Article 1

General Rules(Name)The name of the Society shall be “Ippan Shadan Hojin Nihon Ongaku Chosakuken
Kyokai.” The English name shall be Japanese Society for Rights of Authors,
Composers and Publishers (abbreviated as JASRAC).

Article 2(Office)
The Society shall have its principal office in Shibuya Ward, Tokyo.

Chapter 2.

Article 3

Objectives and Activities(Objectives)
The Society shall have as its objectives the protection of copyright of musical works aswell as to strive to achieve smooth utilization of musical works, ultimately tocontribute to the dissemination and development of musical culture.

-2-

Article 4(Activities)

Section 1.

The Society shall engage in the following activities in order to achieve the objectives
in the preceding Article hereof:

Section 2.

1)

Management activities regarding the copyright of musical works.

2)

Contact and mutual protection of copyright with foreign copyright management
organizations regarding the copyright of musical works.

3)

Management activities regarding the copyright of works other than musical works(excluding novels and scripts) when specially entrusted to do so.

4)

Activities regarding the remuneration for private audio and video recordings.

5)

Activities regarding the dissemination of the concept of copyright, and researchand study regarding the copyright of musical works.

6)

Activities contributing to the promotion of musical culture.

7)

Activities regarding the welfare of members.

8)

Activities apart from those mentioned in the preceding seven items which arenecessary to achieve the objectives stated in the preceding Article.

Activities listed in the preceding Section shall be conducted in Japan and overseas;
provided, however, that the activity stated in item 7 of the preceding Section shall only
be conducted in Japan.

Chapter 3.

Membership

Article 5(Types of Membership)

Section 1.

The membership of the Society shall be of two types; Full Members and Associate
Members.

Section 2.

Full Members shall be “members” as stipulated under the Act on General Incorporated
Associations and General Incorporated Foundations (hereinafter referred to as“Incorporated Associations Act”).

Article 6(Qualifications for Membership)

Section 1.

The following persons shall be Associate Members:
1)

Persons who have concluded a management consignment contract (meaning atrust contract under Article 2, Section 1, item 1 of the Law on Management
Business of Copyright and Neighboring Rights; same hereinafter) with theSociety, who agree with the objectives stated in Article 3 hereof and who havejoined the Society after completing the procedures stipulated in the following
Article.

2)

Persons who are successors to the position of Trustor under the management
consignment contract (in case of multiple successors, their representative), who
agree with the objectives stated in Article 3 hereof, and who have joined theSociety after completing the procedures stipulated in the following Article.

-3-Section 2.

Section 3.

The following persons shall be Full Members:
1)

Associate Members for whom one year or more has passed since joining theSociety (only those who joined under one of the classifications stipulated in
Article 7, Section 2, item 1 or 2) and who have completed the application
procedures for the acquisition of Full Membership under approval of the Board of
Directors in accordance with the rules provided for separately by the Board of
Directors.

2)

Corporations which have succeeded the position of Trustor under the management
consignment contract from a corporation due to the merger or demerger of suchcorporation which is a Full Member of the Society, and which make anapplication for the acquisition of Full Membership in accordance with the rules
stipulated separately by the Board of Directors and receive the approval of theBoard of Directors.

Notwithstanding the stipulations of the preceding Section, the following persons may
not become Full Members:
1)

Adult wards.

2)

Persons under curatorship.

3)

Minors.

4)

Bankrupts.

5)

Employees of the Society.

Article 7(Acquisition of Membership)

Section 1.

Persons who wish to join Society must make an application for membership, attachingmaterials to the membership application form, in accordance with the rules stipulated
separately by the Board of Directors.

Section 2.

The application stated in the preceding Section shall be made under one of thefollowing classifications:1)

Writer (meaning an author or composer).

2)

Music publisher (meaning an entity which, as a copyright holder, utilizes musicalworks for publication, by recording master recordings, or by other methods, andwhich conducts as its business the promotion of the use of such copyrighted
works; the same shall apply in Article 26 hereof).

3)

Successor (meaning a person who is a successor to the position of Trustor underthe management consignment contract).

4)

Copyright holder apart from those listed in the preceding three items.

Section 3.

The Board of Directors shall, when receiving an application in accordance with
Section 1 of this Article, conduct a screening as to whether the application fulfills therequirements for the acquisition of Associate Membership in accordance with the rules
stipulated separately by the Board of Directors.

Section 4.

Persons accepted as fulfilling the requirements for the acquisition of Associate
Membership as a result of the screening in the preceding Section may become
Associate Members upon payment of the enrollment fee in accordance with the rules
stipulated separately by the Board of Directors.

-4-

Article 8(Enrollment Fee)

Section 1.

The enrollment fee is allocated to funds for the acquisition of property regarding theactivities in Article 4, Section 1 hereof and improvements thereof.

Section 2.

Enrollment fees once paid shall not be refunded for any reason whatsoever.

Article 9(Member Representatives)
When a corporation or other organization becomes a Full Member, one person must be
appointed as the member representative (meaning a person who exercises the rights ofa Full Member as a representative of such organization; same hereinafter) among theexecutive officers of such organization, and notification thereof must be given to theSociety. The Society must also be notified of any changes regarding such member
representative.

Article 10(Member List and Notification, etc. to Members)

Section 1.

The Society shall produce a member list where the names and addresses of members
are contained or recorded and shall keep such list at its principal office.

Section 2.

Notifications and demands made to members by the Society shall be sent to theaddress of such member stated or recorded in the list of members (when such member
notifies the Society of a different place or contact address for receiving notices ordemands, such place or contact).

Section 3.

When the notification or demand in the preceding Section fails to reach the member
for five consecutive years or more, the Society shall not be required to send
notifications or demands to such member. In such case, the place for the execution of
obligations of the Society towards such member shall be the principal office of theSociety.

Article 11(Loss of Membership)

Section 1.

Members shall lose their membership for the following reasons:Section 2.

1)

Withdrawal.

2)

Termination of trust regarding the management consignment contract.

3)

Death, in case the member is a natural person.

4)

Dissolution or loss of the position of Trustor for members which are corporations
or other organizations.

5)

In case membership fees are in arrears for two years or more.

6)

Expulsion.

In addition to cases in which a Full Member loses membership in accordance with thestipulations in the preceding Section, such Full Membership status shall be lost when
any of the following apply:
1)

When any of the items under Article 6, Section 3 apply.

2)

When a Full Member offers for resignation.

3)

When Full Membership status is revoked.

-5-Section 3.

Those losing their Full Membership status in accordance with the stipulations in thepreceding Section shall naturally become Associate Members.

Article 12(Withdrawal)
Members may withdraw at any time by submitting a withdrawal notice.

Article 13(Expulsion and Revocation of Full Membership)

Section 1.

In case any of the following apply to a Full Member, the Society may expel suchmember or revoke Full Membership by the resolution of the General Meeting ofMembers in accordance with the rules stipulated separately by the Board of Directors:
1)

Violation of the Articles of Association or other rules.

2)

Engagement in actions causing damage to the reputation of the Society orcontrary to the objectives of the Society.

3)

Existence of legitimate reasons for expulsion or revocation of Full Membershipstatus other than those in the preceding two items.

Section 2.

The stipulations in the preceding Section shall apply mutatis mutandis to the expulsionof Associate Members.

Article 14(Member Rights)

Section 1.

Members may, at any time during the business hours of the Society, make thefollowing requests:
1)

Request access to, or to make copies of the list of members.

2)

Request access to financial statements, etc. (meaning financial statements,
business reports and accompanying statements as stipulated in Article 50, Section
1 hereof; the same shall apply to the following item).

3)

Request a copy of the financial statements, etc. or their abridged copy.

Section 2.

Full Members may attend the General Meeting of Members and vote.

Section 3.

Full Members shall have the right to vote at the election stipulated in Article 26,
Section 2 and Article 43, Section 2.

Section 4.

Full Members (in case of a corporation or other organization, the member
representative) may be Directors or Auditors or the Chairman in accordance with theprovisions hereof. In this case, one person shall not be a candidate of multiple titles or
categories (i.e. categories in each item of Section 1 or each item of Section 5 of Article
26) simultaneously.

Article 15(Obligation of Members)

Section 1.

Members are obliged to observe the Articles of Association and other rules.

Section 2.

Full Members must endeavor to attend the General Meeting of Members and exercise
their voting rights and other rights so that the objectives of the Society are achieved.

Section 3.

Members must pay membership fees in accordance with the rules stipulated separatelyby the Board of Directors.

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Article 16(Membership Fee)

Section 1.

The amount of the membership fee shall be decided by the resolution of the General
Meeting of Members.

Section 2.

Membership fees shall be allocated to the corporate management of the Society or
expenses for activities stipulated in Article 4, Section 1, item 7 hereof.

Section 3.

Membership fees once paid shall not be refunded for any reason whatsoever.

Chapter 4.

General Meeting of Members

Article 17(Composition)

Section 1.

The General Meeting of Members shall consist of all Full Members.

Section 2.

Each Full Member shall possess one vote.

Article 18(Authority)

Section 1.

The General Meeting of Members may not make resolutions on matters other thanthose which are the objectives of such General Meeting of Members as stated in the
document expressed in Article 19, Section 6.

Section 2.

Matters which may be the objectives of the General Meeting of Members are as
follows:
1)

Election and dismissal of officers (meaning Directors and Auditors; same
hereinafter) and accounting auditors.

2)

Determination and amendment of the amount of remuneration, etc. afforded of
Directors (meaning remuneration, etc. stipulated in Article 33, Section 1 hereof;
the same shall apply in the following item).

3)

Determination and amendment of the amount of remuneration, etc. afforded ofAuditors.

4)

Amendments to the Articles of Association.

5)

Determination and amendment of the membership fee amount.

6)

Amendment of the Stipulations for Administration Trust Contract (meaning the
Stipulations for Administration Trust Contract prescribed in Article 11, Section 1of the Law on Management Business of Copyright and Neighboring Rights).

7)

Expulsion of members or revocation of Full Membership status.

8)

In addition to those stipulated in the above items, matters stipulated in the laws
and regulations or in these Articles of Association to be resolved or reported at theGeneral Meetings of Members.

-7-Article 19(Convocation)

Section 1.

A regular General Meeting of Members shall be convened within three months fromthe end of each business year.

Section 2.

Extraordinary General Meetings of Members may, if necessary, be convened at any
time.

Section 3.

General Meetings of Members shall be convened by the President in accordance withthe resolution of the Board of Directors, unless stipulated otherwise by laws andregulations.

Section 4.

Full Members constituting more than one-fifth of the total number of Full Members
may jointly demand the President to convene General Meetings of Members,
indicating in writing the reason for convocation and the matters which are theobjectives of the General Meeting of Members.

Section 5.

Unless otherwise specified by laws or regulations, the following matters must be
determined by resolution of the Board of Directors when convening a General Meetingof Members:
1)Date, time, and location of the General Meeting of Members.

2)

Matters which are the objectives of the General Meeting of Members.

3)

When Full Members who do not attend the General Meeting of Members may
exercise voting rights in writing or by electronic means, a resolution to that effectand the deadline to exercise voting rights by those means.

4)

Matters stipulated in laws and regulations other than the preceding three items.

Section 6.

To convene a General Meeting of Members, the President must issue a written noticeof convocation to Full Members no later than two weeks before the date of the General
Meeting of Members (referred to as the “Notice of Convocation” in this Article andArticle 31, Section 4).

Section 7.

The Notice of Convocation must state the matters stipulated in each item of Section 5.

Section 8.

When the matter stated in Section 5, item 3 is determined, the President must, as
stipulated in laws and regulations, deliver a reference document for the General
Meeting of Members (meaning a written document stating the matters which shall beof reference in exercising voting rights; same in Article 31, Section 4) and a voting
form (meaning a written document for the exercise of voting rights by Full Members;same in Article 22, Section 4 and Section 5), or offer the matters to be stated in these
documents by electronic means to Full Members upon the Notice of Convocation.

Article 20(Chairman)

Section 1.

The President shall serve as the Chairman of the General Meetings of Members.

Section 2.

The Chairman of the General Meeting of Members shall maintain the order of such
General Meeting of Members and shall organize the proceedings.

Section 3.

The Chairman of the General Meeting of Members may expel those who do notcomply with the orders of the Chairman or those who disrupt the order of such General
Meeting of Members.

-8-Article 21(Resolutions)

Section 1.

Resolutions of the General Meeting of Members shall be passed with a majority of Full
Members in attendance and a majority of voting rights of such Full Members inattendance.

Section 2.

Notwithstanding the stipulations of the preceding Section, resolutions on the following
matters must be passed with a two-thirds majority of the voting rights of all Full
Members:
1)

Amendments to the Articles of Association.

2)

Dismissal of Auditors.

3)

Expulsion of members or revocation of Full Membership status.

4)

Dissolution.

5)

Matters other than those listed in the preceding items which are stipulated in laws
and regulations as resolutions requiring a two-thirds majority of the voting rights
of all Full Members.

Article 22(Exercise of Voting Rights by Proxy or in Writing or by Electronic Means)

Section 1.

A Full Member may exercise voting right by proxy (limited to a Full Member or
Director of the Society). In such event, such Full Member or proxy must submit aletter of proxy (meaning a document certifying the proxy right thereof) to the Society.

Section 2.

When applying the provisions of the preceding Section in case the Full Member is a
corporation or other organization, the provision “proxy (limited to a Full Member or
Director of the Society)” in the same Section shall read “proxy (limited to an executive
officer or employee other than the member representative, or a Full Member or
Director of the Society).”

Section 3.

The conferral of the proxy right in Section 1 must be implemented for each General
Meeting of Members.

Section 4.

The exercise of voting rights in writing shall be conducted by the submission of avoting form stating the necessary matters to the Society by the deadline determined by
the Board of Directors in accordance with the stipulations of Article 19, Section 5.

Section 5.

The exercise of voting rights by electronic means shall be conducted by the submissionof matters to be stated in the voting form by electronic means to the Society by thedeadline determined by the Board of Directors in accordance with the stipulations ofArticle 19, Section 5. In such event, approval must be obtained in advance from
Society in accordance with laws and regulations.

Section 6.

The number of voting rights exercised in writing or by electronic means in accordancewith the stipulations of the preceding two Sections shall be included in the number ofvoting rights of the Full Members in attendance.

Article 23(Meeting Minutes)

Section 1.

The proceedings of the General Meeting of Members shall be recorded in the meeting
minutes drafted in accordance with laws and regulations.

Section 2.

The President and a minimum of two of the Directors in attendance shall sign or sign
and affix their seals to the meeting minutes stipulated in the preceding Section.
-9-Article 24( Auxiliary Provisions)

Section 1.Matters required regarding the operation of the General Meeting of Members shall, apartfrom those specified in laws and regulations or in the Articles of Association, be inaccordance with the rules stipulated separately by the Board of Directors.
Section 2.

The stipulations of this Chapter do not prevent the Society, its Full Members, or theirproxies from utilizing electronic means as specified under the Incorporated
Associations Act in place of writing regarding the General Meeting of Members.

Chapter 5.

Officers and Accounting Auditors

Article 25(Appointment of Officers and Accounting Auditors)

Section 1.

The Society shall appoint the following officers to the Society:1)

Directors: minimum of 21 and maximum of 30 persons.

2)

Auditors: maximum of four persons.

Section 2.

One of the Directors shall be the President, and a maximum of seven Directors otherthan the President shall be Managing Directors or Directors (executive).

Section 3.

The President stipulated in the preceding Section shall be a representative director
under the Incorporated Associations Act, and the Managing Director and Director(executive) stipulated in the preceding Section shall be the executive directors(meaning the directors provided for in Article 91, Section 1, item 2 of the Incorporated
Associations Act).

Section 4.

The Society shall appoint an Accounting Auditor.

Article 26(Election of Officers and Accounting Auditor)

Section 1.

Directors shall be elected by resolution of the General Meeting of Members among
Full Members (in case of a corporation or other organization, the member
representative; the same hereinafter in this Article) or persons with relevant knowledge
and experience or employees of the Society in accordance with the following
categories of qualification of eligibility for election, and the following number of
Directors shall be elected by resolution of the General Meeting of Members. However,persons 75 years of age or older may not be elected:

Section 2.

1)

Full Members who are authors: maximum of six persons.

2)

Full Members who are composers: maximum of six persons.

3)

Full Members who are music publishers: maximum of six persons.

4)

Persons with relevant knowledge and experience or employees of the Society(referred to as “persons with relevant knowledge and experience, etc.” in Section
5): maximum of 12 persons.

Before election of Full Member Directors (meaning the Directors falling undercategories in items 1 through 3 of the preceding Section), candidates for Full Member
Directors shall be elected by Full Members (referred to as the “Election of Candidates- 10 -

for Full Member Director” in Article 31, Section 5 and Article 47, Section 1) and thenshall be appointed by the Board of Directors.
Section 3.

With regard to election of Directors by resolution under Section 1, in case there is a
category where the number of candidates exceeds the maximum number stipulated in
the respective items of the same Section (in case an election is conducted to fill avacancy left by the retirement of a Director before the expiration of term or to increase
the number of Directors, then the number obtained by subtracting the number ofcurrent Directors for a category pertaining to the election from the maximum number
for such category; same in this Section) and the candidates exceeding the maximum
for such category obtain affirmative vote in majority of voting rights of attending Full
Members, then persons shall be elected in descending order of number of votes
received from those candidates until the maximum for such category is reached.

Section 4.

The President, Managing Directors, and Directors (executive) shall be appointed
among Directors by a resolution of the Board of Directors. However, persons
stipulated in each of the following items may not be appointed in the categories set
forth in the respective items:

Section 5.

1)

President: Persons 70 years of age or older or persons already in the position of
President for over five consecutive years.

2)

Managing Directors and Directors (executive): Persons 65 years of age or older.

Auditors shall be elected among Full Members and persons with relevant knowledge
and experience, etc. by resolution of the General Meeting of Members in accordancewith the following election qualification categories and the respective number of
persons to be elected, with the exception of persons 75 years of age or older for the
category in item 1, and persons 70 years of age or older who have not been Directors
or employees of the Society and other persons 65 years of age or older for the category
in item 2.
1)

Full Members: maximum of two persons.

2)

Persons with relevant knowledge and experience, etc.: maximum of two persons.

Section 6.

The stipulations in Section 3 shall apply mutatis mutandis to the resolution in thepreceding Section.

Section 7.

Directors must gain consent of the Auditor (or in cases where there are multiple
Auditors, a majority thereof) when submitting agendas to the General Meeting ofMembers regarding the election of Auditors.

Section 8.

Auditors may not simultaneously hold the post of Director or Chairman.

Section 9.

Employees of the Society who are elected as officers must retire from the Society
before assuming office.

Section 10.

Accounting Auditors shall be elected by the resolution of the General Meeting ofMembers among certified public accountants or auditing firms.

Section 11.

Matters required regarding the election of officers and Accounting Auditor shall, apartfrom those stipulated in laws and regulations and the Articles of Association, be inaccordance with the rules stipulated separately by the Board of Directors.

Article 27(Rights and Obligations of Directors)

Section 1.

Directors shall have the following rights and obligations:- 11 -

1)

To observe laws and regulations, the Articles of Association, and resolutions of
the General Meeting of Members to exercise due care of a prudent manager andto faithfully carry out their duties for the Society.

2)

To attend the meetings of the Board of Directors and to participate in decisions on
and oversight of business activities.

3)

To attend the General Meeting of Members and, when explanation of a particularmatter is requested by a Full Member, to provide the necessary explanation
thereof.

4)

To disclose at the Board of Directors meetings material facts regardingtransactions in the following cases and to obtain approval therefor:a)When a Director intends to perform a transaction belonging to line ofbusiness activities of the Society for the benefit of himself/herself or of athird party.

b)

When a Director intends to perform a transaction with the Society for the
benefit of himself/herself or of a third party (excluding the conclusion of a
Licensing Agreement for Use of Musical Works which includes the paymentof royalties for the use of musical works as stipulated in the Society’s Tariffs
for Use of Musical Works, or other cases where there is no possibility toprejudice the interests of the Society).

c)

When Society guarantees the debt of a Director or otherwise intends to carryout a transaction with a person other than a Director in which there is a
conflict of interest between the Society and such Director.

5)

When facts which may cause significant damage to the Society are discovered, topromptly report such facts to the Auditor.

6)

Other rights and obligations of Directors stipulated by laws or regulations or by
the Articles of Association apart from those listed in the preceding items.

Section 2.

The President shall represent the Society and execute its operations.

Section 3.

Managing Directors and Directors (executive) shall, as determined by the Board of
Directors, divide the responsibilities of the operations of the Society and execute same.

Section 4.

The President, Managing Directors, and Directors (executive) must report the status of
their execution of their duties to the Board of Directors no less than once every threemonths.

Article 28(Rights and Obligations of Auditors)

Section 1.

Auditors shall have the following rights and obligations:1)

To audit the execution of duties by Directors and, as stipulated by laws andregulations, to draft audit reports.

2)

When found to be necessary, to request a report on activities from Directors or
employees or to review the status of operations and finances of the Society.

3)

When a Director commits a wrongful act or when it is found that he/she may
commit such act, or when it is recognized that there are facts which violate laws
or regulations or the Articles of Association or which involve significant fraud, toreport immediately thereon to the Board of Directors.

- 12 -

4)

To attend the meeting of the Board of Directors, and when found to be necessary,to give an opinion.

5)

When found to be necessary, to request the President to convene a meeting of theBoard of Directors.

6)

To survey the documents and agenda which Directors intend to submit to theGeneral Meeting of Members, and to report the results of such survey to theGeneral Meeting of Members when it is found that there has been a violation oflaws or regulations or the Articles of Association, or that there are facts involving
significant fraud.

7)

To attend the General Meeting of Members and, when explanation of a particularmatter is requested by a Full Member, to provide the necessary explanation
thereof.

8)

To decide the contents of an agenda regarding the proposal to elect, to dismiss or
not to re-elect an Accounting Auditor which will be provided to the General
Meeting of Members.

9)

When found to be necessary, to request a report from the Accounting Auditor
regarding the audit thereof.

10) Other rights and obligations of Auditors stipulated by laws or regulations or by
the Articles of Association apart from those listed in the preceding items.
Section 2.

Decision stipulated in item 8 of the preceding Section shall be made by a majority of
two or more Auditors, if there are Auditors.

Article 29(Rights and Obligations of Accounting Auditor)
The Accounting Auditor shall have the following rights and obligations:1)

To audit the financial statements (meaning the financial statements stipulated in
Article 50, Section 1 hereof) and accompanying statements and to draft an
accounting audit report as stipulated by laws and regulations.

2)

To inspect and copy the account books or materials relating thereto.

3)

To request reports regarding the accounts from Directors and employees.

4)Upon discovery of wrongful acts with regard to the execution of duties by a
Director or material facts indicating violation of laws or regulations or the
Articles of Association, to report immediately thereon to the Auditor.

5)

Other rights and obligations of the Accounting Auditor stipulated by laws or
regulations or by the Articles of Association apart from those listed in thepreceding items.

Article 30(Terms of Office of Officers and Accounting Auditors)

Section 1.

The term of office of officers shall be until the conclusion of the regular General
Meeting of Members regarding the final business year which ends within two years
from their election.

Section 2.

Notwithstanding the stipulations of the preceding Section, the term of office of officers
listed in each of the following items shall be until the time specified in the respective
items:- 13 -

1)

Officers elected as replacements for officers who retired before the expiration of
their term of office: until the expiration of the term of office of the retired officer.

2)

Directors elected to increase the number of Directors: until the expiration of theterm of Directors in office at the time of election.

Section 3.

Officers may be reappointed. However, an Auditor who is a Full Member cannot bereappointed if he/she has already been in office for five or more consecutive years.

Section 4.

In case the number of Auditors or Directors is less than that stipulated in Article 25,
Section 1, item 1 hereof, officers who have retired due to the expiration of their term ofoffice or due to resignation shall continue to have the rights and obligations of officers
until the newly elected officers assume office.

Section 5.

In case the position of President is vacant due to the expiration of his/her term of officeor due to his/her resignation, the retiring President shall continue to have the rights andobligations of President until the newly elected President assumes office.

Section 6.

In case the President has an accident or in case the position of President becomesvacant (excluding cases of retirement due to the expiration of his/her term or due tohis/her resignation), Managing Directors or Directors (executive) shall, in accordancewith the order pre-determined by the Board of Directors, substitute the President tocarry out the duties thereof (limited to the execution of business activities which do notaccompany corporate representative rights).

Section 7.

The term of office of Accounting Auditors shall be until the conclusion of the regular
General Meeting of Members regarding the final business year which ends within one
year from his/her election.

Section 8.

Accounting Auditors shall be deemed to have been reappointed at the regular General
Meeting of Members provided for in the preceding Section in case there is no
resolution otherwise passed at such regular General Meeting of Members.

Article 31(Causes for Disqualification of Officers)

Section 1.

Any person who falls under either of the conditions stated below may not be an officer.
1)

A person who falls under Article 6, Section 1, item 5, a) to e) of the Law on
Management Business of Copyright and Neighboring Rights (except those
stipulated in the next item).

2)

A person who falls under any of the items of Article 65, Section 1 of theIncorporated Associations Act.

Section 2.

In the case where an officer falls under either of the items in the preceding Section,such officer shall automatically retire. This shall apply to an officer to whom item 1 in
the preceding Section was applied at the time of appointment.

Section 3.

In the case where an officer (only the one who falls under any of the categories in
items 1 through 3 of Section 1 or item 1 of Section 5 of Article 26 and except the one
who is appointed as an officer under qualification of member representative) loses
his/her Full Membership status, such officer shall automatically retire. This shall apply
if such officer has already lost his/her Full Membership status at the time of
appointment.

Section 4.

In the case where a person who is appointed as an officer under qualification of amember representative of a corporation or other organization which is a Full Member(referred to as “Full Member Organization” in this Section and the subsequent Section)- 14 -

falls under either of the situations stipulated in the following items, such officer shall
automatically retire. This rule shall apply if such situation takes place at the time of
appointment.
1)

He/she ceases to be the member representative of the Full Member Organization
stated in reference document for the General Meeting of Members or the Noticeof Convocation as an evidence of election qualification for the purpose of election(referred to as “Qualification Evidence Organization” in the subsequent item).

2)

The Qualification Evidence Organization loses its Full Membership status.

Section 5.

In the case where a Full Member Organization which currently has a member
representative in office as an officer of the Society files a notification for change of its
member representative and at the same time the new member representative files forcandidacy for Election of Candidates for Full Member Director, the stipulations in thepreceding Section shall not apply to the officer who ceases to become a member
representative due to such notification of change until the conclusion of the General
Meeting of Members at which the Director pertaining to such candidacy shall beelected.

Article 32(Removal of Officers and Accounting Auditors)
Officers and Accounting Auditors may be removed from office by resolution of theGeneral Meeting of Members.

Article 33(Remuneration, etc. of Officers and Accounting Auditors)

Section 1.

The remuneration, etc. (remuneration, bonus, or other financial benefits received fromthe Society as consideration for execution of duties; the same shall apply hereinafter inthis Article and in Article 45) of Directors shall be determined by resolution of theGeneral Meeting of Members.

Section 2.

The remuneration, etc. of Auditors shall be determined by resolution of the General
Meeting of Members.

Section 3.

The remuneration, etc. of Accounting Auditors shall be determined at the meeting of
the Board of Directors with the consent of the Auditor (in case there are multiple
Auditors, a majority thereof).

Article 34(Partial Exemption of Officers and Accounting Auditors from Liability for
Losses)When a Director, Auditor, or Accounting Auditor (hereinafter referred to as “Officer,
etc.” in this Article) is liable for losses in accordance with the stipulations in Article
111, Section 1 of the Incorporated Associations Act, Society may exempt the Officer,
etc. in question from such liability up to the amount obtained by deducting the amountof minimum liability stipulated in Article 113, Section 1 of the Incorporated
Associations Act (referred to as the “Minimum Liability Amount” in the following
Article) from the amount of liability borne by such Officer, etc. by the resolution of theBoard of Directors, where it is recognized as particularly necessary after taking into
consideration the details of the facts causing the liability, the status of the execution ofduties by such Officer, etc., and other circumstances.

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Article 35(Contract for Limitation of Liability)

Section 1.

The Society may, with regard to the liability for losses stipulated in Article 111,
Section 1 of the Incorporated Associations Act of non-executive directors upon theperformance of duties by non-executive directors where such duties have been
performed in good faith and where there is no material negligence, conclude a contract
with the non-executive directors recognizing the Minimum Liability Amount as thelimit.

Section 2.

“Non-executive directors” in the preceding Section shall mean a person who:

Section 3.

1)

is not an executive director (meaning President, Managing Director, Director(executive), or other Director who has executed operations of the Society) or an
employee;2)

is an Auditor; or3)

is an Accounting Auditor.

Conclusion of the contract stipulated in Section 1 shall require the approval of theBoard of Directors.

Chapter 6.

Board of Directors

Article 36(Establishment of Board of Directors)

Section 1.

Society shall establish a Board of Directors.

Section 2.

The Board of Directors shall consist of all Directors.

Article 37(Authority, etc.)

Section 1.

The Board of Directors shall perform the following duties:

Section 2.

1)

Make decisions on execution of business activities of the Society.

2)

Audit the execution of duties by Directors.

3)

Election and dismissal of the President, Managing Directors, and Directors(executive).

The Board of Directors may not entrust to Directors the following matters or othersignificant decisions regarding the execution of business activities:
1)

Disposition and acceptance of assignment of significant assets.

2)

Borrowings in large amounts.

3)

Appointment and dismissal of important employees.

4)

Establishment, change, and closure of secondary offices and other important
structures.

5)

Development of systems necessary for ensuring the execution of duties of
Directors to comply with laws and regulations and the Articles of Association,and other systems prescribed in laws and regulations as necessary to ensure
proper operations.

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Article 38(Convocation)

Section 1.

Meetings of the Board of Directors shall be convened by the President.

Section 2.

Regular meetings of the Board of Directors shall be convened once a month.

Section 3.

Extraordinary meetings of the Board of Directors shall be convened when it isrecognized as necessary by the President or when a Director other than the President
demands the President to convene a meeting, indicating in writing the objective of themeeting.

Section 4.

When convening meetings of the Board of Directors, such notice must be sent to each
Director and to each Auditor no later than five days prior to the date of the meeting.

Section 5.

Notwithstanding the stipulations of the preceding Section, meetings of the Board of
Directors may, with the consent of all Directors and Auditors, be convened without
taking the procedures for convocation.

Article 39(Chairman)
Meetings of the Board of Directors shall be chaired by the President.

Article 40(Resolutions)

Section 1.

Resolutions of the Board of Directors shall be passed by the majority of Directors inattendance, given that a majority of Directors who may participate in the voting are inattendance.

Section 2.

Directors who have a special interest in the resolutions of the preceding Section may
not participate in the voting.

Section 3.

Notwithstanding the provisions of Section 1, in case the requirements prescribed in
Article 96 of the Incorporated Associations Act are satisfied, resolutions of the Boardof Directors shall be deemed to have been passed.

Article 41(Meeting Minutes)
The proceedings of the meeting of the Board of Directors shall be recorded in themeeting minutes as prescribed in laws and regulations. The President and Auditors inattendance must sign or sign and affix their seals to the meeting minutes.

Article 42(Devolution to Subordinate Rules)
Matters required regarding the operation of the meeting of the Board of Directors shall,
apart from those specified in laws and regulations or in the Articles of Association, bein accordance with the rules stipulated separately by the Board of Directors.

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Chapter 7.

Chairman and Committees

Article 43(Election and Term of Office, etc. of Chairman)

Section 1.

The Society shall appoint one Chairman.

Section 2.

The Chairman shall be elected in accordance with the rules provided for separately by
the Board of Directors by Full Members out of those Full Members (in case of
corporations or other organizations, their member representative) who have declared
their candidacy.

Section 3.

The Chairman may not simultaneously hold a post as an officer.

Section 4.

The term of office of the Chairman shall be for two years; provided, however, that theterm of office of a Chairman elected as a replacement for a Chairman who has retired
early shall be until the expiration of the term of the retired Chairman.

Section 5.

The term of office of two years provided in the preceding Section shall be counted
from the first April 1st which arrives after becoming the electee at the election
stipulated in Section 2.

Section 6.

The Chairman may be reappointed. However, he/she cannot be reappointed if he/she
has already been in office for five or more consecutive years.

Section 7.

The Chairman may be removed from office by resolution of the General Meeting ofMembers.

Section 8.

The stipulations in Article 31, Sections 1 through 4 shall apply mutatis mutandis to the
Chairman.

Article 44(Duties of the Chairman)

Section 1.

The Chairman shall, in accordance with the request of the Board of Directors,
recommend candidates for Director for the categories in Article 26, Section 1, item 4
and the candidates for Auditor in the categories in each item under Section 5 of thesame Article to the Board of Directors.

Section 2.

The Chairman shall, in accordance with the request of the Board of Directors, attend
the meeting of the Board of Directors and express his/her opinion.

Section 3.

The Chairman shall, in accordance with the request of the Board of Directors,
cooperate with the activities of the Society in order to contribute to the achievement of
the objectives of the Society.

Article 45(Remuneration, etc. of Chairman)
The Society may provide the Chairman remuneration, etc. in accordance with thepayment standards of remuneration, etc. determined by the Board of Directors.

Article 46(Committees)

Section 1.

The Society may establish Committees by the resolution of the Board of Directors.

Section 2.

Committees shall study and deliberate in response to consultation from the Board of
Directors and submit a report.

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Section 3.

Committee members shall be appointed by the Board of Directors among Full
Members (in case of corporations or other organizations, their member representative).

Section 4.

Expert members and temporary members may be appointed to Committees. Expert
members shall be elected by the Board of Directors among persons with relevant
knowledge and experience on the consultative matters, and temporary members shallbe elected by the Board of Directors among persons who possess a certain level ofknowledge regarding the matters for study and deliberation based on the consultation.

Section 5.

The Society may provide an attendance allowance of an amount decided by the Boardof Directors to Committee members stipulated in Section 3 and to expert members andtemporary members stipulated in the preceding Section.

Section 6.

The stipulations in the preceding Section shall apply mutatis mutandis to a subcommittee which may be established by the Committee.

Section 7.

Among the matters necessary regarding the management of Committees, matterscommon to all Committees shall conform to rules provided for separately by the Boardof Directors, and in case there are matters other than those stipulated in such rules
which are individually necessary for the management of each Committee, such mattersshall be decided by resolution of the Board of Directors upon the establishment of such
Committee.

Article 47(Special Provisions for the Board of Elections)

Section 1.

For a proper management of the Election of Candidates for Full Member Directors or
the election of Chairman (as stipulated in Article 43, Section 2), the Board of Elections
shall be established by resolution of the Board of Directors.

Section 2.

Provisions in Sections 2 through 7 of the preceding Article shall not apply to the Boardof Elections.

Section 3.

Members of the Board of Elections shall be elected by the Board of Directors amongfrom the lawyers.

Section 4.

The Society may provide an attendance allowance to the members of the Board ofElections of an amount determined by the Board of Directors.

Section 5.

Matters necessary for the Board of Elections shall be stipulated in the rules provided
for separately by the Board of Directors in addition to those stipulated in the above
items.

Chapter 8.

Article 48

Accounting(Business Year)The business year of the Society shall be from April 1 each year until March 31 of thefollowing year.

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Article 49(Business Activities Plan and Budget of Income and Expenditure)
The President must, by the day before the start of each business year, draft a businessactivities plan and budget of income and expenditure for such business year and gain
the consent of the Board of Directors. The same also shall apply to their amendments.

Article 50(Business Report and Settlement of Accounts)

Section 1.

The President must, after the end of each business year, draft financial statements(meaning balance sheet and statement of changes in net assets; the same shall apply
hereinafter in this Article), a business report, and accompanying statements for suchbusiness year.

Section 2.

Pursuant to laws and regulations, the financial statements mentioned in the preceding
Section and accompanying statements must undergo an audit by Auditors andAccounting Auditors, and the business report mentioned in the same Section andaccompanying statements must undergo an audit by Auditors.

Section 3.

The financial statements, the business report, and accompanying statements audited inaccordance with the preceding Section must be approved by the Board of Directors.

Section 4.

The President must, upon notifying the convocation of a regular General Meeting ofMembers, furnish Full Members with the financial statements and business reportapproved in accordance with the preceding Section and an audit report (including theaccounting audit report) pursuant to laws and regulations.

Section 5.

The President must submit or furnish to the regular General Meeting of Members thefinancial statements and business report approved in accordance with Section 3.

Section 6.

The financial statements submitted or furnished in accordance with the stipulations in
the preceding Section must be approved by the regular General Meeting of Members.

Section 7.

When the financial statements approved in Section 3 fulfill the requirements stipulated
in Article 48 of the Ordinance for Enforcement of the Act on General Incorporated
Associations and General Incorporated Foundations as correctly indicating the profit
and loss and assets of the Society in accordance with laws and regulations and the
Articles of Association, then the stipulations in the preceding Section shall not apply.
In such case, the President must report the content of such financial statements to theregular General Meeting of Members.

Section 8.

The President must report the content of the business report submitted or furnished inaccordance with the stipulations in Section 5 to the regular General Meeting ofMembers.

Article 51(Prohibition on Distribution of Surplus Funds)
The Society shall not distribute surplus funds.

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Chapter 9.

Article 52

Amendment of Articles of Association and Dissolution(Amendment of Articles of Association)
The Articles of Association may be amended by resolution of the General Meeting ofMembers.

Article 53(Dissolution)
The Society may be dissolved by resolution of the General Meeting of Members or byother grounds stipulated by laws and regulations.

Article 54(Ownership of Residual Assets)
Residual assets possessed by the Society upon its liquidation shall be donated tocorporations listed in Article 5, item 17 of the Act on Authorization of Public Interest
Incorporated Associations and Public Interest Incorporated Foundation or a national or
local public body by resolution of the General Meeting of Members.

Chapter 10.

Public Notice

Article 55
Section 1.

The method of public notice by the Society shall be by electronic public notice.

Section 2.

The public notices mentioned in the preceding Section shall be posted in the Society’s
newsletter.

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Supplementary Provisions

Article 1(Effective Date)
The Articles of Association shall be effective from the date of registration (hereinafterreferred to as “Transfer Registration”) in Article 106, Section 1 of the Act on the
Revision, etc. of Related Acts that Accompany the 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, applied mutatis mutandis to the provisions in Article 121,
Section 1.

(Reference) Re. Effective Date
The effective date of the Articles of Association shall be April 1, 2010, when thetransfer was registered.

Article 2(Transitional Measures Regarding Members)

Section 1.

Persons who are Associate Members of the Society as of the effective date of the
Articles of Association shall be deemed Associate Members in Article 6, Section 1
thereof.

Section 2.

Persons who are Full Members of the Society as of the effective date of the Articles of
Association shall be deemed Full Members in Article 6, Section 2 thereof.

Article 3(Special Enrollment Fee)
Persons who became Associate Members in accordance with the stipulations of Article
61, Section 1 of the Articles of Association approved by the Minister of Education,
Science and Culture on January 19, 1977 must pay a special enrollment fee inaccordance with stipulations determined separately by the Board of Directors in casethey become Full Members after the effective date of the current Articles of
Association (hereinafter referred to as “Effective Date”).

Article 4(Exceptions Regarding Original Directors after Transfer)

Section 1.

Persons elected as Directors in accordance with the stipulations in Article 15, Section 3of the Articles of Association prior to amendment (hereinafter referred to as “previous
Articles of Association”), in which Transfer Registration is the condition precedent forassumption of office, shall, notwithstanding the stipulations of Article 26, Section 1,
assume the office of Director on the Effective Date.

Section 2.

The term of office of Directors assuming office in accordance with the stipulations in
the preceding Section shall, notwithstanding the stipulations of Article 30, Section 1,
be until the conclusion of the first extraordinary General Meeting of Members
convened after the Effective Date.

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Article 5(Exceptions Regarding Original President after Transfer)

Section 1.

Notwithstanding the stipulations of Article 26, Section 4, among the Directors
assuming office in accordance with the stipulations in Section 1 of the preceding
Article, Mamoru Kato shall assume the office of President on the Effective Date.

Section 2.

In case the President assuming office in accordance with the stipulations in thepreceding Section is the person currently in office as President in accordance with
Article 14, item 2 of the previous Articles of Association upon the enforcement of thecurrent Articles of Association, such tenure shall be deemed the tenure of the President
under Article 25, Section 2, and the proviso of Article 26, Section 4 shall be applied.

Article 6(Exceptions Regarding Original Managing Directors and Directors(executive) after Transfer)Notwithstanding the stipulations in Article 26, Section 4, among the Directors
assuming office in accordance with the stipulations in Article 4, Section 1 of the
Supplementary Provisions, Takehisa Nogi, Yoshimi Kakuyama, and Mitsuo Sugawara
shall assume the office of Managing Directors, and Takumi Kawakami, Masayuki
Ohara, Masami Kondo, and Michio Asaishi shall assume the office of Directors(executive) respectively from the Effective Date.

Article 7(Transitional Measures Regarding Auditors)

Section 1.

Auditors of the Society holding office at the time of the enforcement of these Articles
of Association shall be deemed Auditors elected in accordance with the stipulations in
Article 26, Section 5.

Section 2.

The term of office of the Auditors in the preceding Section shall, notwithstanding the
stipulations of Article 30, Section 1, be until the conclusion of the extraordinary
General Meeting of Members provided for in Article 4, Section 2 of the Supplementary
Provisions.

Section 3.

In case the Auditor in Section 1 is a Full Member, the tenure prior to the Effective Dateshall be included in the tenure stipulated in the proviso of Article 30, Section 3.

Article 8(Exceptions Regarding Original Accounting Auditor after Transfer)Notwithstanding the stipulations of Article 26, Section 10, Nakachi & Co. shall assume
office of Accounting Auditor on the Effective Date.

Article 9(Retirement of Councilors)
Councilors of the Society holding office in accordance with Article 14, item 4 of theprevious Articles of Association at the time of the enforcement of these Articles of
Association shall retire upon the Transfer Registration.

Article 10(Transitional Measures Regarding Chairman)

Section 1.

Chairman of the Society holding office at the time of the enforcement of these Articles
of Association shall be deemed Chairman elected in accordance with the stipulations in
Article 43, Section 2.
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Section 2.

Notwithstanding the stipulations in Article 43, Section 4, the term of office of the
Chairman in the preceding Section shall be until the date the electee is determined in
the first election for the position of Chairman after the Effective Date (meaning theelection stipulated in Article 43, Section 2) and the term of office of the succeeding
Chairman shall be from the day after the aforementioned date until March 31, 2012.

Section 3.

The election in the preceding Section shall be held no later than four weeks prior to the
day of the extraordinary General Meeting of Members provided for in Article 4,
Section 2 of the Supplementary Provisions.

Section 4.

With regard to the Chairman in Section 1, the tenure prior to the Effective Date shallbe included in the tenure stipulated in the proviso of Article 43, Section 6.

Article 11(Transitional Measures Regarding Committees)

Section 1.

The Committees appointed by the Society at the time of the enforcement of these
Articles of Association shall be deemed Committees appointed in accordance with thestipulations in Article 46, Section 1.

Section 2.

Consultations to Committees in the preceding Section made prior to the Effective Dateshall be deemed consultations by the Board of Directors in Article 46, Section 2.

Section 3.

Members of Committees in Section 1 shall be deemed members elected in accordancewith the stipulations in Article 46, Section 3.

Section 4.

Expert members and temporary members of Committees in Section 1 shall be deemedexpert members elected in accordance with the stipulations in Article 46, Section 4.

Article 12(Transitional Measures Regarding Business Year)

Section 1.

Notwithstanding the stipulations in Article 47, the business year which the Effective
Date belongs to shall commence on the Effective Date and end on the first March 31st
arriving after the Effective Date.

Section 2.

The business year immediately preceding the business year in the preceding Section
shall end on the day before the Effective Date.

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Supplementary Provisions
These rules (partially amending the Articles of Association of Japanese Society for Rights of Authors,
Composers and Publishers) shall come into force on a day determined by the Board of Directors
which shall not be later than two months from the date of the resolution at the General Meeting ofMembers (November 22, 2011).

(Reference) Re. Effective Date
These rules (partially amending the Articles of Association of Japanese Society for Rights of Authors,
Composers and Publishers) shall come into force on December 1, 2011, as determined at the 10th
Board of Directors meeting in 2011 (held on December 7, 2011).

Supplementary Provisions
These rules (partially amending the Articles of Association of Japanese Society for Rights of Authors,
Composers and Publishers) shall come into force on July 2, 2015.
Supplementary Provisions
These rules (partially amending the Articles of Association of Japanese Society for Rights of Authors,
Composers and Publishers) shall come into force on July 1, 2017.

Supplementary Provisions
These rules (partially amending the Articles of Association of Japanese Society for Rights of Authors,
Composers and Publishers) shall come into force on January 1, 2020.

Supplementary Provisions
These rules (partially amending the Articles of Association of Japanese Society for Rights of Authors,
Composers and Publishers) shall come into force on the date determined by the Board of Directors.

(Reference) Re. Effective Date
These rules (partially amending the Articles of Association of Japanese Society for Rights of Authors,
Composers and Publishers) shall come into force on April 8, 2021, as determined at the first Board of
Directors meeting in 2021 (held on April 7, 2021).

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