General Incorporated Association Financials ISAC Japan Articles of Incorporation

Chapter 1 General Provisions(Name)
Article 1 The name of the Association shall be the General Incorporated Association
Financials ISAC Japan.
(Location of Principal Office)
Article 2 The principal and branch offices of the Association shall be located in Chiyodaku, Tokyo.
The Association, upon resolution by the Board of Directors, may as required
establish branch offices.
(Purpose)
Article 3 The Association shall be established to share and analyze information
concerning information and physical security, and through promoting
improvement in the safety of financial institutions to secure ongoing trust in
financial institutions from Japanese citizens.
(Business)
Article 4 The Association, in order to achieve the purposes stated in the preceding Article,
shall engage in the following businesses:(1) Analysis and sharing of information concerning information security.
(2) Analysis and sharing of information concerning physical security.
(3) Consensus building concerning security measures including financial
institutions’ information and physical security.
(4) Cultivation of awareness concerning information and physical security.
(5) All other businesses required for the Association to achieve the purposes
stated in Article 3 above.

Chapter 2 Members(Association Members)
Article 5 The Association shall establish the following membership categories:(1) Full members: The financial institutions, that approving the purposes of
the Association, have become members.
(2) Associate members: The financial institutions, that approving the
purposes of the Association, have become members.
(3) Supporting members: The legal entities or individuals, that supportingthe purposes of the Association, have become members.
(4) Affiliate members: The legal entities that approving the purposes of the
Association have become members. (excluding financial institutions)
2. Any financial institution that desires to become either a full or associate
member of the Association shall make an application under the designatedmembership category and the Association shall determine whether or not to
accept the applicant under that designated membership category.
3.

From within the membership categories stated above, full members andsupporting members that have been incorporated shall be the Voting Members
pursuant to the Act on General Incorporated Associations and General
Incorporated Foundations (hereinafter, the “Associations and FoundationsAct”), and the Association shall prepare a registry of the Voting Members thatrecords their names and addresses.

(Membership)
Article 6 Any party that desires to become a member of the Association, as a full member,
associate member, supporting member or affiliate member, may make anapplication for membership in the manner set forth by the Board of Directors,
and upon satisfying the assessment standards set forth at a meeting of theGeneral Committee of Members with voting rights (“Voting Members”) andapproval by the Board of Directors shall become a full member, associate
member, supporting member or affiliate member.
(Membership Approval)
Article 7 The Association, upon approving membership, shall list the concerned
member’s name in the members’ registry, as separately designated by the
Board of Directors, and notify that membership has been approved.
(Membership Fees)
Article 8 Full members, associate members and affiliate members, in order to cover the
expenditures of the Association, shall pay the membership fees separately set
forth at a meeting of the General Committee of Voting Members.
(Change to Membership Category)
Article 9 A full member or associate member, upon submission of an application form forchange of membership category as separately designated by to the Board of
Directors, may change its membership category from a full member to associate
member, or vice-versa.
(Voluntary Withdrawal)
Article 10

A member, upon submission of a request to the Association on theseparately designated withdrawal request form as designated by the Board of
Directors, may at any time withdraw from membership of the Association.
(Expulsion)
Article 11

Where any one(1) of the following items applies to a member, upon aresolution being passed at a meeting of the General Committee of Voting
Members, that member may be expelled.
(1) Where a member is in breach of these Articles of Incorporation, concerned
regulations or any resolution passed at a meeting of the General Committeeof Voting Members.
(2) Where a member has engaged in any act that damages the reputation of the
Association or that is contrary to the purposes for which the Association is tobe established.
(3) Where any other legitimate reasons exist for which the Association may expel
that member.
(Forfeiture of Membership Rights)
Article 12

In addition to those stipulations stated in the preceding two Articles,

where any one(1) of the following items applies to a member, that member shallforfeit its membership rights.
(1) Where a member has failed to make payment for one(1) year or more ofits membership fees.
(2) Where unanimously agreed by all Voting Members.
(3) Where a member is a person and that person has died, or has been
officially notified as missing, or where a member with corporate status
has been dissolved.
(4) Where a member is a person and that person has been deemed to be award of the state or person under curatorship.
(5) Where a member has withdrawn.
(6) Where a member has been expelled.
(7) Where it is deemed by the Association that membership status should be
revoked.
(Rights and Responsibilities upon Membership Forfeiture)
Article 13

Where a member has forfeited its membership rights as stipulated

under the preceding Article, that member at the time of forfeiting all
membership rights shall be absolved from any further responsibilities arising
as a member of the Association. However, the preceding sentence shall not
apply to unfulfilled responsibilities.

2. The Association, despite a member having forfeited its rights, shall notreimburse any membership fees paid in or other contributions.

Chapter 3 General Committee of Voting Members(Composition)
Article 14

The General Committee of Voting Members shall be comprised of all

members of the Association with voting rights.
2. Resolutions passed at a meeting of the General Committee of Voting Members
shall be determined on a 1 member 1 vote basis.
(Authorities)
Article 15

The General Committee of Voting Members shall have limited

authorities to make the decisions as stated below:(1) Election of a Director or Auditor.
(2) Dismissal of a Director or Auditor.
(3) Determination of the remuneration of the Directors and Auditor(s) andassociated regulations.
(4) Changes to the Articles of Incorporation.
(5) Approval of the annual business reports and settlement of accounts.
(6) Determination of membership assessment standards and membershipfees.
(7) Expulsion of a member.
(8) Reimbursement of funds, disposition of long-term borrowings and otherimportant assets as well as acceptance of the same.
(9) Dissolution and allocation of residual assets.
(10) Approval of a merger, or transfer of all or any important part of the
Association’s businesses.
(11) Matters determined by the Board of Directors to be discussed at a
meeting of the General Committee of Voting Members.
(12) In addition to the items stated above, items designated under concernedlaws, regulations, etc. or these Articles of Incorporation to be decided ata meeting of the General Committee of Voting Members.
(Location for Holding a Meeting of the General Committee of Voting Members )Article 16

The location for holding a meeting of the General Committee of Voting

Members shall be determined by the Board of Directors.

(Timing for Holding of a Meeting of the General Committee of Voting Members）
Article 17

Meetings of the General Committee of Voting Members shall be bothordinary and extraordinary meetings.
2. Ordinary meetings of the General Committee of Voting Members shall be held
within three(3) months from the annual settlement of the Association’s
accounts.
3. Extraordinary meetings of the General Committee of Voting Members shall beheld where any one(1) of the following applies:(1) Where to be held in accordance with a resolution of the Board of
Directors.
(2) Where a member holding 10% or more of voting rights of all members
demands that the Board of Directors convene a meeting of the General
Committee of Voting Members upon indicating the concerned matter oranother reason for convocation of a meeting of the General Committee of
Voting Members.
(3) Where a Voting Member has requested a meeting of the General
Committee of Voting Members in accordance with the preceding item,
upon receiving approval from the court of jurisdiction, a meeting of theGeneral Committee of Voting Members may be convened by that Voting
Member.
(Convocation)）
Article 18

A meeting of the General Committee of Voting Members, except whereotherwise designated under concerned laws, regulations, etc. or these Articles
of Incorporation, shall be convened by a notice in writing in accordance with aresolution of the Board of Directors as designated by the Chairperson Director.
(Chairperson)
Article 19

The Chairperson at a meeting of the General Committee of Voting

Members shall be the Chairperson Director of the Board of Directors. Where
the Chairperson Director of the Board of Directors is unable to act as
Chairperson, a Director as determined in advance by the Board of Directors
shall act as Chairperson.
(Resolutions of the General Committee of Voting Members)
Article 20

Resolutions at a meeting of the General Committee of Voting Members,

except where designated under concerned laws, regulations, etc. or these
Articles of Incorporation, shall be decided at a meeting of the General
Committee of Voting Members at which a majority of Voting Members arepresent, based upon a majority vote of those Voting Members present.
2. Notwithstanding the preceding paragraph, the resolution items stated below
must be decided by a 2/3 majority at a meeting of the General Committee of
Voting Members at which a majority of Voting Members are present.
(1) Items related to Article 15.2, 4, 7, 9 and 10 of these Articles ofIncorporation.
(2) Other items designated under laws, regulations, etc.
3. The Chairperson at a meeting of the General Committee of Voting Members,
even where a Voting Member, may not exercise voting rights. However, in theevent that paragraph 1 of this Article applies, where the number of votes castby Voting Members for/against is equal, the Chairperson where a Voting
Member may cast the deciding vote.
(Exercise of Voting Rights in Writing)
Article 21

Where for an unavoidable reason a Voting Member is unable to attend

at a meeting of the General Committee of Voting Members, in respect of agenda
items notified in advance, that Voting Member may exercise its voting rights
either by electronic media or in writing or may nominate another Voting
Member as their proxy to exerciser voting rights on its behalf.
(Minutes of Meetings)
Article 22

Minutes of the meetings shall, as designated under laws, regulations,etc., be recorded.

Chapter 4 Directors and Auditor(s)(Directors and Auditor(s))
Article 23

The Association shall appoint the following Directors and Auditor(s).
(1) Directors: No less than 3 no more than 10.
(2) Auditors: 1 or more.

2. From within the Directors, one(1) shall be appointed as Chairperson Director,
and no more than two(2) as Managing Directors.
3. The Chairperson Director as described in the preceding paragraph shall act as
the Representative Director as designated under the Associations andFoundations Act, and the Managing Director shall, as designated under that
Act, act as the Executive Director.
(Election of Directors and Auditor(s))
Article 24

The Directors and Auditor(s) shall be elected based upon a resolution

passed at a committee meeting of members with voting rights (“Voting

Members”).
2. Directors shall be elected from representatives of full members, associate
members or supporting members or those persons designated as theirrepresentatives (For supporting members, where a private person, that person).
3. The Chairperson Director and Managing Directors shall be elected upon
passing of a resolution of the Board of Directors.
4. An Auditor may not be a Director or employees of the Association or any of its
subsidiaries.
(Directors’ Duties and Authorities)
Article 25

The Directors form the Board of Directors which participates indecision making concerning the execution of the business of the Association.
2. The Chairperson Director, as designated under the concerned laws, regulations,etc. or these Articles of Incorporation, shall act as the representative of the
Association and be responsible for the execution of the Association’s business.
3. The Managing Director(s) shall support the Chairperson Director and be
responsible for the execution of the Association’s business as allocated.
(Duties and Authorities of the Auditor(s))
Article 26

The Auditor(s) shall audit the Directors’ execution of their duties andas designated under the concerned laws, regulations, etc. or these Articles ofIncorporation, create audit reports.
2. The Auditor(s) may at any time demand business reports from the Directors or
employees, and conduct audits into the Association’s business or financial
status.
(Term of Office of the Directors)
Article 27

A Director’s term of office shall be from the time of election until thelast regular meeting of the General Committee of Voting Members held withintwo(2) years from that date. However, there shall be no restrictions onreelection.
2. An Auditor’s term of office shall be from the time of election until the last
regular meeting of the General Committee of Voting Members held withintwo(2) years from that date. However, there shall be no restriction on reelection.
3. The term of office of a Director or Auditor that replaces a Director or Auditor
due to a vacancy shall be that of the originally elected Director or Auditor.
4. Where there is an insufficient number of Directors or Auditors as stipulated
under these Articles of Incorporation, particularly under Article 24.1, a
Director or Auditor that retires due to expiry of their term of office orresignation, shall until such time as a new Director or Auditor is elected,
remain under the same responsibilities and obligations.
(Dismissal of Directors)
Article 28

A Director or Auditor may be dismissed at any time upon a resolution

being passed at a meeting of the General Committee of Voting Members.
(Remuneration, etc.)
Article 29

The Association, upon a resolution being passed at a meeting of theGeneral Committee of Voting Members, may pay the approved remuneration,etc. to Directors and Auditor(s).
2. The Directors may receive reimbursement for all necessarily incurred expenses.
The standards for the same shall be as separately determined by the Board of
Directors.
3. The Association in accordance with the Associations and Foundations Act shall
pay the invoices issued by the Auditor(s).

Chapter 5 Board of Directors(Composition of the Board of Directors)
Article 30

The Board of Directors shall be comprised of all Directors.

(Authorities)
Article 31

The Board of Directors in addition to the duties set forth in these

Articles of Incorporations shall also perform the following duties:(1) Determination of the date, time, location and agenda items for a meetingof the General Committee of Voting Members.
(2) Items concerning enactment, revision and abolition of the Association’s
regulations.
(3) In addition to the items stated in (1) and (2) above, determinations
concerning the execution of the Association’s business.
(4) Oversight of the execution of Directors’ duties.
(5) Election and dismissal of a representative Director or Managing Director.
(Categorization and Holding)
Article 32

Meetings of the Board of Directors shall be divided into two(2)categories.
2. Ordinary meetings of the Board of Directors shall be held twice each fiscal year,
and be convened by the Chairperson Director.
3. Extraordinary meetings of the Board of Directors shall be held when either ofthe following items applies:(1) Where deemed necessary by a Director.
(2) Where convened by the Auditor(s).
(Chairperson)
Article 33

The Chairperson at a meeting of the Board of Directors shall be therepresentative Director.
(Resolutions)
Article 34

Resolutions, in addition to those separately set forth in these Articles

of Incorporation, may be determined by a majority vote at a meeting of theBoard of Directors at which a majority of Directors are present.
2. The Association, where a Director makes a proposal concerning items to be thesubject of a resolution at a meeting of the Board of Directors, upon all Directors
able to participate in voting for that proposal indicates their consent to the
proposal either in writing or by electronic media, this proposal shall be deemed
as a resolution passed at a meeting of the Board of Directors meeting. However,this shall not apply where the Auditor(s) has stated an objection.
(Minutes of Meetings)
Article 35

Minutes of meetings of the Board of Directors shall, as designatedunder the concerned laws, regulations, etc., be recorded, and signed or sealedby all the Directors and the Auditor(s) present at that meeting. Where theminutes are created by electronic media, in respect of these so recorded minutes
signature or seal may be substituted as designated under a ministerial
ordinance of the Ministry of Justice.
(Limitation on Members, etc. Liability)
Article 36

The Association, as designated under Article 114 of the Associations

and Foundations Act, upon resolution at a meeting of the Board of Directors
may exempt the Directors, the Auditor(s) or accounting Auditor(s) from liability
to pay compensation for damages as stipulated under Article 111.1 of that Act
except for that amount that is the minimum liability amount for compensation
liability.

Chapter 6 Assets and Accounting(Financial Year)
Article 37

The financial year of the Association shall be from April 1 until March

31 of the following year.
(Business Plan and Budget)
Article 38

The Association’s business plan and corresponding budget, prior to thecommencement date for each fiscal year, shall be created by the Chairperson
Director or by the Director commissioned by the Chairperson Director andfollowing a resolution being passed at a meeting of the General Committee of
Voting Members shall be approved. Where the Association’s business plan andcorresponding budget is to be changed, the preceding sentence shall apply
mutatis mutandis.
2. Where due to unavoidable circumstances the budget has not been created, theChairperson Director until the date upon which the budget is created may takeearnings and make expenditures based upon the budget for the preceding fiscal
year. However, this shall not include major disposal or acceptance of assets, orborrowings.
(Business Reports and Settlement of Accounts)
Article 39

The Chairperson Director or the Director commissioned by the

Chairperson Director, upon the conclusion of each financial year in respect of
the business reports and settlement of accounts, shall create the documents
stated below, subsequent to being audited by the Auditor:(1) Business Reports(2) Supplementary details concerning the business reports(3) P/L statement(4) Statement of changes in net assets(5) Supplementary details concerning the P/S statement and statement ofchanges in net assets
2. As regards the documents and the Auditor(s) reports referred to in paragraph
1 above, these shall be kept at the Association’s principal office from two(2)weeks prior to an ordinary meeting of the General Committee of Voting
Members for five(5) years.
(Contribution of Funds)
Article 40

The Association may request that members or concerned third parties

contribute funds as designated under the Associations and Foundations Act.
(Solicitation of Funds)
Article 41

In respect of the procedures for solicitation of funds, allotments andpayments, etc., these shall be determined at a meeting of the Board of Directors.
(Return of Funds)
Article 42

The contributed funds, within the scope allowable under thedesignated laws, regulations, etc., until the date agreed upon between the
Association and the concerned party shall not be reimbursed.

2. As regards reimbursement of funds, upon a resolution concerning the total
amount of funds being passed by resolution at a meeting of the General
Committee of Voting Members, these shall be reimbursed as determined by the
Directors.
(Prohibition against Distribution of Surplus Monies)
Article 43

The Association shall not distribute surplus monies.

Chapter 7 Changes to the Articles of Incorporation, Transfer of Business or Dissolution(Changes to the Articles of Incorporation)
Article 44

Upon a resolution being passed at a meeting of the General Committeeof Voting Members, these Articles of Incorporation may be changed.
(Entire Transfer of the Association’s Business)
Article 45

Where the Association desires to transfer its business in its entirety,

this shall be determined at a meeting of the General Committee of Voting
Members.
(Dissolution)
Article 46

The Association where any one(1) of the following reasons applies may

be dissolved.
Article 47

The Association where any one(1) of the following reasons applies may

be dissolved.
(1) Where a resolution for dissolution of the General Committee of Voting
Members has been passed at a meeting of the General Committee of
Voting Members.
(2) Where there is an insufficient number of members.
(3) Where the Association ceases to exist as a result of merger.
(4) Where the Association has decided to commence bankruptcy proceedings.
(5) Where a dissolution order has been issued or a court with jurisdiction
has ruled that the Association is the subject of an order for dissolution.
(Administrative Organs for Liquidation)
Article 48

Where the Association is to be dissolved (except where bankruptcy

proceedings have not been completed as designated under Article 47 (3) and (4)above) the Association shall be appointed as the liquidator. In that case as theadministrative organs, in addition to the General Committee of Voting
Members and liquidator, an Auditor shall also be appointed.
(Ownership of Residual Assets)
Article 49

Residual assets existing upon liquidation of the Association’s accounts,

upon a resolution being passed at a meeting of the General Committee of Voting
Members, shall be donated to a juridical person as designated under Article
5.17 of the Act on Authorization of Public Interest Incorporated Associations
and Public Interest Incorporated Foundations, or the national government or
local governments.

Chapter 8 Secretariat Office(Office, etc.)
Article 50

The Association shall establish a secretariat office to execute thebusiness of the Association.
2. The Association shall employ the personnel required for the secretariat office.
Further the Association may appoint a Secretary General of the secretariat
office.
3. The Secretary General of the secretariat office and employees shall be
appointed or dismissed by the Chairperson Director.
4. Items required for the organization and management of the secretariat officeshall be separately determined based upon a resolution passed at a meeting of
the Board of Directors.

Chapter 9 Method of Public Notice(Method of Public Notice)
Article 51

Public notices of the Association shall be published in the government

gazette.

Chapter 10 Supplementary(Detailed Regulations)
Article 52

In addition to these Articles of Incorporation, other items required forthe management of the Association shall be separately by the Board of
Directors.

Chapter 11 Items related to Incorporation(Members at Incorporation)
Article 53

The Voting Member at incorporation shall be as follows:Norihisa Doi
NRI Secure Technologies, Ltd.
Tokyo Sankei Building, 1-7-2 Otemachi, Chiyoda-ku, Tokyo(The Directors at Incorporation)
Article 54

The Directors and Auditor of the Association at the time ofincorporation shall be those stated in the registry of Directors and Auditors
attached.
(Fiscal Year)
Article 55

The first fiscal year of the Association shall be from the date uponwhich it is established until March 31, 2015.
Supplementary (Partial changes as of October 4, 2014)
Changes to these Articles of Incorporation as noted below were passed by resolution
at an extraordinary meeting of the General Committee of Voting Members held on
October 2, 2014.
(Note) Changes were made to Article 16, Article 17.1, 2, 3, Article 20.3 and Article 50.2.

These Articles of Incorporation have been created for the incorporation of the General
Incorporated Association Financials ISAC Japan, and have been signed and sealed by
the founding member stated below.
July 1, 2014

Member at Incorporation

Norihisa Doi

Member at Incorporation

NRI Secure Technologies, Ltd.
President

Hiroshi Masutani

(Attachment)
General Incorporated Association Financials ISAC Japan
Registry of Directors and Auditors
August 1, 2014
Title
Representative Director atIncorporation

Name
Mitsuyoshi Sugaya

Director at Incorporation

Keisuke Kamata

Director at Incorporation

Junko Hayakashi

Auditor at Incorporation

Ryuichi Inagaki

The original of these Articles of Incorporation above have been created in Japanese.
In the event that there is any discrepancy between the Japanese original and thisEnglish translation, the Japanese original shall take precedence and apply.
End