JOICFP Constitution
Chapter 1: General Provisions(Name)
Article 1:
The name of this legal entity shall be “Koueki Zaidan Houjin JOICFP ” (hereinafter referred to as
the “Foundation”). In English the name shall be “Japanese Organization for International
Cooperation in Family Planning (JOICFP)”.
(Office)
Article 2:
The head office of the Foundation shall be located in Shinjuku-ku, Tokyo, Japan.
2. The Foundation may have subsidiary offices whereever necessary following resolution of theboard of directors.
Chapter 2: Aims & Objectives and Activities(Aims and Objectives)
Article 3:
The objectives of the Foundation shall be to contribute to the improvement of health andextension of welfare services of people throughout the world, through the promotion ofinternational cooperation in the fields of population and health, in order to realize societies where
lifelong health and health care rights can be enjoyed, with the aim of securing for people
information on reproductive health rights (health care and rights relating to sex and reproduction)
including family planning, maternal and child health and HIV/AIDS prevention as well as theability to exercise, freely of their own will, a choice of health care services.
(Activities)
Article 4:
The Foundation shall carry out the following activities in order to achieve the aims and objectives
stated in the preceding article:(1) technical cooperation and human resource development in the field of population and health;(2) development of activities that contribute to society, expansion of the number of contributors
and supporting the contribution of products in the field of population and health;(3) disseminating information and proposals for action in the field of population and health;(4) research and studies in the field of population and health;(5) supporting emergency relief and recovery operations in the field of population and health;(6) collaboration and cooperation with UN agencies, international organizations and thegovernments and NGOs of other countries in the field of population and health; and(7) other activities in order to achieve the aims and objectives of the Foundation.
2. The aforementioned activities shall be carried out both domestically and internationally.
Chapter 3: Property and Accounts(Classification of Assets)
Article 5:
The assets of the Foundation shall be classified as core assets and other assets.

12. Core assets shall be those assets determined by the board of directors as being essential tocarry out the Foundation’s aims and objectives under paragraph 2, article 172 of the Act onGeneral Incorporated Associations and General Incorporated Foundations (hereinafter “the Art”).
3. The other assets shall be those other than core assets.
4. Management of assets donated after the day on which public interest authorization has beenobtained shall be determined in accordance with Regulations on Donation Management to be
determined separately by resolution of the board of directors.
(Maintenance and Disposal of Core Assets)
Article 6:
The Foundation shall endeavor to maintain and manage core assets in an appropriate manner.
2. Where for some unavoidable reason the Foundation disposes of core assets or offers them as
collateral, the resolution of the board of directors followed by the resolution of the board oftrustees shall be obtained.
(Management of Assets)
Article 7:
Management of the Foundation’s assets shall be undertaken by the representative directors(hereinafter “the chairperson” and “the senior managing director”) in accordance with
Regulations on Funds Management to be determined separately by resolution of the board of
directors.
2. Where voting rights are to be exercised in respect of stock (capital subscription) owned by theFoundation, advance approval is required from at least two thirds of the current directors at a
meeting of the directors.
(Fiscal Year)
Article 8:
The fiscal year of the Foundation shall start from 1st April and end on 31st March of the following
year for every year.
(Operational Plan and Budget)
Article 9:
The chairperson shall prepare an operational plan and a budget statement etc. (documents
which set out the operational plan, budget statement, financing and capital investment
estimates) and following a resolution of the directors they shall be presented to the first meeting
thereafter of the trustees being no later than the day before the beginning of each fiscal year. If
the documents are revised, the same procedures shall be followed.
2. The operational plan and budget statement etc. (documents which set out the operational plan,budget statement, financing and capital investment estimates) in the preceding paragraph shallbe submitted to the relevant government authority by the day before the commencement of eachfiscal year.
(Annual Report and Financial Statements)
Article 10:
The chairperson shall prepare the following documents after the end of each fiscal year and after
being audited by the auditors they shall be approved by the board of trustees following a
resolution of the board of directors:(1) annual report;(2) explanatory notes to the annual report;2(3) balance sheet;(4) profit and loss statement (net asset increase/decrease statement);(5) explanatory notes to the balance sheet and profit and loss statement(net asset increase/decrease statement); and(6) inventory of property.
2. The inventory of property and other documents in the preceding paragraph shall be submitted
to the relevant government authority within three months after the completion of each fiscal year.
3. In addition to the documents stated in paragraph 1, the following documents shall be kept forfive years at the head office and they shall be available for public access and the constitution
shall be kept at the head office and shall be available for public access:(1) audit reports;(2) lists of the directors, auditors and trustees;(3) documents specifying the criteria for payment of remuneration etc. to the directors, auditors
and trustees; and(4) documents providing an overview of the status of the operational structure and operational
activities and specifying the key figures in respect of them.
(Calculation of Remaining Amount of Assets Acquired for Public Interest Purposes)
Article 11:
The chairperson, in accordance with article 48 of the Implementation Regulations for the Act on
Authorization of Public Interest Incorporated Associations and Public Interest Incorporated
Foundations, shall calculate the remaining amount of assets acquired for public interest
purposes on the final day of the relevant fiscal year and specify the amount in the documents inparagraph, 4 item (4) of the preceding article.
(Accounting Principles etc.)
Article 12:
The Foundation’s accounting practices shall be carried out in accordance with the generally
accepted accounting practices for public interest entities.
2. Any matters necessary for the Foundation’s accounting procedures shall be dealt with inaccordance with Regulations on Accounting to be determined separately by resolution of theboard of directors.
3. Handling of reserve funds for expenditure on specific purposes and of funds which are held forthe purpose of acquiring or upgrading specific assets shall be conducted in accordance withHandling Regulations to be determined separately by resolution of the board of directors.
Chapter 4: Trustees and the Board of Trustees
Section 1: Trustees(Rules)
Article 13:
The Foundation shall conform to the spirit and standards of the ethical code (voluntary code of
conduct) to be determined separately by the board of trustees, manage its operations fairly andproperly and endeavor to achieve the Foundation’s aims and objectives stated in article 3 as wellas support and advance the Foundation’s social standing.
(Number of Trustees)
Article 14:
The number of trustees for the Foundation shall be not less than 10 and not more than18.
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(Appointment and Dismissal of Trustees)
Article 15
Appointment and dismissal of trustees shall be undertaken by the board of trustees inaccordance with articles 179 to 195 of the Act on General Incorporated Associations andGeneral Incorporated Foundations.
2. When trustees are appointed, each of the following conditions shall be complied with:(1) the number of trustees that fall within a. to f. below must not exceed one third of the total
number of trustees:a. third degree kinship of a trustee or a trustee’s spouse;b. persons not officially married but living in de facto marriage with a trustee;c. employees of a trustee
d. persons other than those in b. and c. that maintain a living through gaining money or otherproperty from a trustee;e. spouses of those listed in c. and d.; andf. Third degree kinship of the persons listed in b., c. and d. and sharing living arrangements;(2) the total number of trustees that fall within a. to d. below in another organization (excluding
public interest entities) shall not exceed one third of the total number of trustees:a. directors;
b. employees;
c. senior executive officers other than directors of the same organization (in the case of arepresentative or manager of an unincorporated association, such representative or manager) or
staff members that perform operational activities; ord. employees of the following organizations (excluding parliamentarians and assembly membersof local governments):(1) national government institutions;(2) local governments;(3) independent administrative institutions as prescribed under paragraph 1, article 2 of the Act
on General Rules for Independent Administrative Agencies;(4) national universities as prescribed under paragraph 1, article 2 of the Act on General Rules of
National Universities Corporation Law or university linked institutions as prescribed underparagraph 3 of the same article;(5) local government administrative agencies as prescribed under paragraph 1, article 2 of the
Local Government Administrative Agencies Act; or(6) semi-governmental corporations or authorized corporations.
(Conditions on Number of Trustees etc.)
Article 16:
Of the total number of the Foundation’s trustees, no more than one third may have a special
relationship with any director or his/her family or a special relationship with any trustee or his/herfamily. In addition, no trustee may have a special relationship with an auditor or his/her family.
2. No trustee may serve as a director, an auditor or an employee of the Foundation (or its
subsidiary organizations)3. When there is a change in trustee, such change shall be registered within two weeks and themain details of the change together with the registration certificate shall be submitted to therelevant government authority.
(Authority)
Article 17:
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The Foundation’s trustees shall constitute the board of trustees and in addition to participating in
the passing of resolutions on matters prescribed in article 21 shall exercise such other authority
as is prescribed by applicable laws and ordinances.
(Tenure)Article 18:
A trustee shall hold office until the closing of the last regular meeting of the trustees falling in thefiscal year which ends within 4 years from the date of his/her appointment. Re-appointment is notprecluded.
2. A trustee appointed as a substitute shall hold office for the same original period as the trustee
whom he/she replaces.
3. If the number of trustees falls below the number prescribed by article 14, trustees who havepassed the end of their tenure period or who have retired from office shall continue to have therights and duties of a trustee until new trustees are appointed.
(Remuneration of Trustees etc.)
Article 19:
Trustees shall receive payment for expenses necessary for them to carry out their assigned
duties. The total of such payments shall not exceed 500,000 yen per year.
2. Any necessary matters in the preceding paragraph shall be determined by Regulations on
Remuneration for Directors, Auditors and Trustees to be resolved separately by the board oftrustees.
Section 2: Board of Trustees(Composition)
Article 20:
The board of trustees shall be composed of all the trustees.
(Authority)
Article 21:
The board of trustees shall decide the following matters:(1) appointment and dismissal of the Foundation’s officers;(2) setting the amounts for remuneration and expenses of the Foundation’s officers andestablishing regulations for these;(3) modification of the constitution;(4) approval of the annual report and financial statements for every fiscal year;(5) long-term borrowing and disposal & acquisition of important assets;(6) donation of residual amounts of assets acquired for public interest purposes and disposal of
the remaining assets;(7) merger, transfer of all or part of the Foundation’s operations or termination of theFoundation’s operations; and(8) in addition to the preceding items, any matters prescribed under the Act on General
Incorporated Associations and General Incorporated Foundations or under this constitution.
2. Notwithstanding the preceding paragraph, the board of trustees may not resolve any matterswhich are not specified in writing for the agenda of a board of trustees’ meeting under paragraph
1, article 24.
(Holding of Meetings)
5Article 22:
Board meetings of the trustees shall consist of two types namely regular meetings of the trustees
and extraordinary meetings of the trustees.
2. A regular meeting of the trustees shall be held within three months after the end of each fiscal
year to consider the financial results. Further, an extraordinary meeting of the trustees shall beheld prior to starting each fiscal year to consider the budget.
3. Extraordinary meetings of the trustees may be held whenever it is necessary.
(Convening)
Article 23:
Meetings of the trustees, unless otherwise prescribed by applicable laws and ordinances, shallbe convened by the chairperson following a resolution of the directors.
2. A trustees may request the chairperson to convene a meeting of the trustees indicating theagenda and reasons for convening the meeting of the trustees.
3. If the chairperson receives a request in accordance with the preceding paragraph, thechairperson shall convene the meeting of the trustees without delay.
(Notice of Convening)
Article 24;
For the purposes of convening a meeting of the trustees, the chairperson shall at least one weekprior to the day of the meeting notify the trustees in writing of the meeting time, date, location andproposed agenda.
2. Notwithstanding the preceding paragraph, a meeting of the trustees can be convened without
the above procedures if all trustees give their consent.
(Presiding Officer)
Article 25:
A presiding officer shall be appointed from the trustees who are present at a meeting.
2. The presiding officer shall chair the meeting.
(Quorum)
Article 26:
A meeting of the trustees may not be held unless more than half of the trustees are inattendance.
(Resolutions)
Article 27:
Resolutions by the board of trustees shall be passed where more than half of the trustees arepresent, excluding any trustee with a specific conflict of interest in relation to the relevant
resolution, and by more than half of such trustees.
2. Notwithstanding the preceding paragraph, resolutions on the following matters must be
passed by a two-thirds majority of the trustees in attendance, excluding any trustee with a
specific conflict of interest in relation to the relevant resolution:(1) dismissal of auditors;(2) criteria for remuneration of trustees;(3) partial exemption of liability of the Foundation’s officers etc.;(4) modification of the constitution; and(5) any matters prescribed by applicable laws and ordinances.
3. In the case of appointing directors and auditors, a separate resolution shall be passed for eachcandidate under paragraph 1 of this article. If the total number of candidates for directors and6auditors exceeds the designated numbers prescribed in article 32, the directors and auditors
shall be appointed from the candidates who have obtained a majority of votes and in order of
those who received the most votes until the designated number is filled in as prescribed in article
32.
(Abbreviation of Resolution Procedures)
Article 28:
If a director proposes a matter for resolution by a meeting of the trustees and all the trustees whoare eligible to vote on such proposal indicate their agreement in writing or by electronic means,then it shall be deemed that a resolution was duly passed at a meeting of the trustees to giveeffect to such proposal.
(Abbreviation of Reporting Procedures)
Article 29:
When there is a matter which a director needs to report to a meeting of the trustees, if all thetrustees indicate their agreement in writing or by electronic means, then it shall be deemed thatthe matter was duly reported to a meeting of the trustees.
(Minutes)
Article 30:
Minutes of meetings of the trustees shall be produced in accordance with applicable laws andordinances.
2. The presiding officer and two other trustees who attended the meeting and are appointed as
signatories shall sign and seal the minutes of the meeting.
(Regulations on Management of Meetings of Trustees)
Article 31:
Matters necessary for managing meetings of the trustees shall be determined in accordance withapplicable laws and ordinances and the constitution and in accordance with Regulations on
Management of Meetings of the Trustees to be determined by the board of trustees.
Chapter 5: Officers Etc. and Directors’ Meetings
Section 1: Officers Etc.
(Establishment of Officers)
Article 32:
The Foundation shall have the following officers:(1) not less than 8 and no more than 15 directors; and(2) not more than 2 auditors.
2. Not more than two of the directors shall be representative directors. Of these one may bechairperson and the other senior managing director.
3. There shall be no more than two executive directors selected from the directors other than the
representative director(s) pursuant to item 2, paragraph 1, article 91 of the Act on General
Incorporated Associations and General Incorporated Foundations. Of these, one may be
managing director.
(Appointment of Officers)7Article 33:
Directors and auditors shall be appointed by resolution of the board of trustees.
2. The chairperson, senior managing director, managing director and other executive director
shall be appointed from among the directors by resolution of the board of directors.
(Duties and Authority of Directors)
Article 34:
The directors shall constitute the board of directors and shall execute their duties in accordancewith applicable laws and ordinances and this constitution.
2. The chairperson and senior managing director shall represent the Foundation and implement
the Foundation’s operations in accordance with applicable laws and ordinances and thisconstitution. The managing director and other executive director shall share responsibility for
implementing the Foundation’s operations in accordance with the Regulations on Authorities andDuties to be determined separately by the board of directors.
3. The chairperson, senior managing director, managing director and other executive director
shall report to the board of directors, at least twice every fiscal year at intervals exceeding 4
months, the status of the performance of their duties.
(Duties and Authority of Auditors)
Article 35:
The auditors shall carry out the following duties:(1) they shall audit the performance of the directors’ operational duties and produce an audit
report in accordance with applicable laws and ordinances;(2) the auditors, whenever it is necessary, may request directors and employees to report on theFoundation’s activities and may investigate the situation of the Foundation’s operations andassets;(3) the auditors shall audit the financial statements and annual report etc. for every fiscal year;(4) the auditors shall attend board of directors’ and board of trustees’ meetings and express theiropinions when it is required;(5) if the auditors discover misconduct or possible misconduct by directors or discover acontravention of applicable laws and ordinances or of the constitution or extremely untoward
circumstances they shall, without delay, report their findings to the board of trustees and theboard of directors;(6) if it is necessary to make a report pursuant to the preceding paragraph, they shall request thechairperson to convene a meeting of the directors. However if a notice for convening the meetingof the directors specifying the date of the meeting as a day falling within 2 weeks of the auditors’request has not been issued within 5 days of such request, the auditors may directly convene ameeting of the directors;(7) the auditors shall review the proposals, documents and other items prescribed by applicablelaw and ordinances which any director proposes to present to the board of trustees. If they
discover a contravention of applicable laws and ordinances or of the constitution or extremely
untoward circumstances, they shall report the findings of their review to the board of trustees;(8) if a director acts outside the scope of the Foundation’s aims and objectives or otherwise acts
in contravention of applicable laws and ordinances or the constitution or if it appears that a
director may be so acting and as a result the Foundation may suffer significant loss or damage,the auditors may request the director to stop such action; and(9) the auditors shall exercise such other authority as is stated in applicable laws andordinances.
(Tenure of Officers)8Article 36:
A director shall hold office until the closing of the last regular meeting of the trustees falling in thefiscal year which ends within 2 years from the date of his/her appointment. Re-appointment is notprecluded.
2. An auditor shall hold office until the closing of the last regular meeting of the trustees falling in
the fiscal year which ends within 4 years from the date of his/her appointment. Re-appointment is
not precluded.
3. A director or auditor appointed as a substitute shall hold office for the same original period as
the director or auditor whom he/she replaces.
4. If the number of directors or auditors falls below the number prescribed by article 14, directors
or, as the case may be, auditors who have passed the end of their tenure period or who haveretired from office shall continue to have the rights and duties of a director/auditor until new
directors/auditors are appointed.
(Dismissal of Officers)
Article 37:
A director or auditor may be dismissed by resolution of the board of trustees in any of thefollowing cases:(1) infringement or neglect of official duties; or(2) a director or auditor does not properly perform his/her official duties as a result of physical ormental disorder or is found to be incapable of performing his/her duties.
(Conditions on Numbers of Officers etc.)
Article 38:
Of the total number of the Foundation’s directors, no more than one third (of the current
directors) may have a special relationship with another director.
2. The Foundation’s auditors shall not include any director (or a member of a director’s family ora person in a special relationship with a director), trustee (or a member of a trustee’s family or aperson in a special relationship with a trustee) or employee of the Foundation. In addition, each
auditor shall not be a member of another auditor’s family or be in a special relationship withanother auditor.
(Remuneration etc.)
Article 39:
Remuneration may be paid to officers.
2. Officers may be reimbursed for expenses necessary for the performance of their duties.
3. The necessary items under the preceding paragraph 2 shall be in accordance with
Regulations on Payment of Remuneration and Expenses for Officers and Trustees to be
determined separately by resolution of the board of trustees.
(Exemption from Liability)
Article 40:
The Foundation may by resolution of the board of directors, in circumstances fulfilling theapplicable conditions under relevant laws and ordinances, exempt officers of their indemnity
obligations under paragraph 1 of article 111 of the Act on General Incorporated Associations andGeneral Incorporated Foundations as applied to article 198 thereof by limiting the indemnity
amount to the sum obtained by deducting the minimum indemnity liability amount applicable
under relevant laws and ordinances from their indemnity liability.
92. The Foundation may, by resolution of the board of directors, conclude contracts with external
officers which limit the indemnity obligations referred to in the previous paragraph incircumstances fulfilling the applicable conditions under relevant laws and ordinances. However
the limit of indemnity obligations based on such contracts will be the higher of an amount set inadvance of not less than one hundred thousand Yen and the minimum liability amountprescribed under applicable laws and ordinances.
(President)
Article 41:
The Foundation may appoint a president.
2. A president shall be appointed by the board of directors and the chairperson shall commission
him or her with appropriate tasks.
3. The president shall respond to consultations of the chairperson and give his/her opinions inrelation to the Foundation’s management.
4. The tenure of the president shall be two years. However re-appointment is not precluded.
5. The president may receive remuneration.
(Special Advisor)
Article 42:
The Foundation may appoint a special advisor.
2. A special advisor shall be appointed by the board of directors and the chairperson shallcommission him or her with appropriate tasks.
3. The special advisor shall respond to consultations of the chairperson and give his/her opinions
in relation to the Foundation’s management.
4. The tenure of the special advisor shall be two years. However re-appointment is notprecluded.
5. The special advisor may receive remuneration.
Section 2: Board of Directors(Composition)
Article 43:
The board of directors shall consist of all the directors.
(Authority)
Article 44:
The board of directors shall carry out the following duties:(1) decisions on time, location and proposed agenda for meetings of the trustees;(2) establishment of regulations and matters relating to their amendment and abolition;(3) decisions on the performance of the Foundation’s operations in addition to the above items;(4) supervision of the performance of the directors’ duties; and(5) appointment and dismissal of chairperson, senior managing director, managing director andother executive director.
2. The board of directors may not delegate decisions to directors on the following and otherimportant matters:(1) disposal and acceptance of important assets;(2) large scale borrowing;(3) appointment or dismissal of important employees;(4) establishment, alteration and abolition of subsidiary offices and other important organizational
structures;10

(5) preparation and adjustment of internal management systems (i.e. systems to ensure
directors’ execution of their duties in compliance with applicable laws, ordinances and theconstitution and other systems to ensure compliance with applicable laws and ordinances for the
purposes of ensuring the appropriateness of the Foundation’s corporate duties); and(6) exemption from indemnity liability prescribed under article 40, paragraph 1 and theconclusion of liability limitation contracts prescribed under paragraph 2, article 40.
3. If the Foundation owns stock (capital subscription) which is subject to the latter part ofparagraph 1, article 40 of the Act on Special Measurements Concerning Taxation, including
subsequently obtained shares of the same issue, the board of directors shall obtain advanceapproval by two thirds or more of the total number of the directors (current directors) at a meetingof the directors before exercising the rights of shareholders etc. in relation to the issuer company,
except for the following items:(1) receipt of dividends;(2) bonus issue stock;(3) application for shareholder dividend increase; and(4) receipt of documents distributed to shareholders.
(Types and Convening of Meetings)
Article 45:
Board meetings of the directors shall consist of two types namely regular meetings of thedirectors and extraordinary meetings of the directors.
2. Regular meetings of the directors shall be held at least two times per fiscal year with intervalsof more than four months.
3. Extraordinary meetings of the directors can be held in any of the following cases:(1) where the chairperson deems it necessary;(2) where a director has requested the chairperson to convene a meeting of the directors bysubmitting a document with the proposed agenda in writing;(3) if a notice convening a meeting within 2 weeks of a request made pursuant to the preceding
item is not issued within 5 days of such request, the director who made such request may
convene the meeting; and(4) a board meeting can be convened by the request of an auditor addressed to the chairpersonor by the auditor him/herself under paragraphs 2 and 3, article 101 of the Act on General
Incorporated Associations and General Incorporated Foundations applied to article 197 thereof.
(Convening)
Article 46:
Meetings of the directors shall be convened by the chairperson. However, this does not include
meetings convened by another director under item (3), paragraph 3 of the preceding article orconvened by an auditor under the latter case of item (4), paragraph 3 of the preceding article.
2. In the case of item (3), paragraph 3 of the preceding article, the relevant director shall convene
the meeting. In the case of the latter instance in item (4), paragraph 3 of the preceding article, therelevant auditor shall convene the meeting.
3. In the case of item (2) or the first instance in item (4), paragraph 3 of the preceding article, thechairperson shall convene the (extraordinary) meeting within five (5) days after the request andissue a notice for convening the meeting within two weeks after the request.
4. For the purposes of convening a meeting of the directors, the chairperson shall issue a noticein writing addressed to each director and auditor of the meeting time, date, location andproposed agenda one week in advance of holding the meeting.
115. Notwithstanding the preceding provisions, a meeting of the directors can be held without
taking the said convening procedures if all directors and auditors give their consent.
(Presiding officer)
Article 47:
The chairperson shall be the presiding officer for meetings of the directors. If the chairperson
cannot be the presiding officer because of an accident or the chairperson is absent, the senior
managing director shall be the presiding officer for the meeting.
(Quorum)
Article 48:
A meeting of the directors cannot be held unless more than half of the directors are inattendance.
(Resolution)
Article 49:
A resolution by the directors shall be effective with the attendance and voting at a meeting of
more than half of the directors excluding directors with a specific conflict of interest with therelevant resolution.
(Abbreviation of Resolution)
Article 50:
If a director proposes a matter for resolution by a meeting of the directors and all the directors
who are eligible to vote on such proposal indicate their agreement in writing or by electronicmeans, then it shall be deemed that a resolution was duly passed at a meeting of the directors togive effect to such proposal unless an auditor expresses his/her objection against such outcome.
(Abbreviation of Reporting)
Article 51:
If a director or an auditor notifies all the directors and all the auditors of the matters to be reported
at a meeting of the directors, it is not necessary for such matters to be reported at the meeting.
2. The provisions of the preceding paragraph shall not apply to reporting under paragraph 3,
article 34.
(Minutes of Meetings)
Article 52:
Minutes of meetings of the directors shall be produced in accordance with applicable laws andordinances.
2. Representative directors and auditors who attend the meeting shall sign and seal the minutes
referred to in the previous paragraph.
(Regulations on Management of Meetings of Directors)
Article 53:
Matters necessary for managing meetings of directors shall be determined in accordance withapplicable laws and ordinances and this constitution and, in addition, in accordance with
Regulations on Management Meetings of Directors to be determined by the board of directors.
Chapter 6: Amendments of the Constitution and Dissolution(Amendments of the Constitution)
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Article 54:
This constitution can be amended by resolution passed at a meeting of the trustees by not lessthan two thirds of the trustees eligible to vote. However, amendment cannot be made to the aims
and objectives under article 3, the activities under paragraph 1, article 4, the method of
appointment and the dismissal of trustees under paragraph 1, article 15 and donation ofremaining assets acquired for public interest purposes under article 57.
2. The authorization of the Cabinet Office of the Japanese Government shall be obtained for thecontent of any proposed changes to the constitution (excluding insignificant ones) which relate tomatters such as the area where public interest operations are conducted, the head office, thelocations of subsidiary organizations (including the establishment or closure of subsidiaryorganizations) and the types or content of public interest operations all as regulated by article 11
paragraph 1 of the Act on Authorization of Public Interest Entities.
3. If an amendment is made other than those of the previous paragraph, it shall be notified
without delay to the relevant governmental authorities.
(Merger etc.)
Article 55:
The Foundation may, by resolution of not less than two thirds of the trustees who are eligible tovote, merge with another general corporation or general foundation or transfer all or part of its
operations or close down all of its public interest operations.
2. If it is proposed to take action under the preceding paragraph, it shall be notified in advance tothe relevant governmental authorities.
(Dissolution)
Article 56:
The Foundation will be dissolved upon the occurrence of grounds for dissolution establishedunder article 202 of the Act on General Incorporated Associations and General Incorporated
Foundations or grounds prescribed by other applicable law and ordinances.
(Donation of Assets Following Revocation of Public Interest Authorization)
Article 57:
If the Foundation has its public interest authorization revoked (excluding where its rights andobligations are assumed by a legal entity which is a public interest legal entity) or if through amerger it ceases to exist as a legal entity (excluding where its rights and obligations are assumed
by a legal entity which is a public interest legal entity) the amount of property corresponding to
the balance of assets acquired for public interest purposes shall be donated, following a
resolution passed at a meeting of the trustees, within one month of day of the revocation of its
public interest authorization or merger to the national government or a local government or alegal entity as is prescribed in paragraph 17, article 5 of the Act on Authorization of Public
Interest Entities.
(Reversion of Residual Assets)
Article 58:
If the Foundation is liquidated, its residual assets shall be donated to the national government or
a local government or a legal entity as is prescribed in paragraph 17, article 5 of the Act on
Authorization or a legal entity which corresponds to a public interest entity regulated underparagraph 1, article 40 of the Act on Special Measures Concerning Taxation.
Chapter 7: Secretariat
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(Establishment etc)
Article 59:
The Foundation shall establish a secretariat for carrying out the Foundation’s administrative
affairs.
2. The secretariat shall consist of a general manager as well as the necessary staff.
3. Regulations on necessary matters concerning the organizational set-up and operations of thesecretariat shall be determined separately by resolution passed at a meeting of the directors
presided over by the chairperson.
(Accounts and Documents to be Kept)
Article 60:
There must be kept at the head office of the Foundation the following accounts and otherdocuments:(1) the constitution;(2) lists of the directors, auditors and trustees;(3) documents relating to official authorizations and approvals etc. and registrations;(4) documents relating to internal proceedings as designated by the constitution;(5) inventory of property;(6) regulations on remuneration and expenses for officers and trustees;(7) programs & projects plans and budget statements;(8) annual report and financial statements etc.;(9) auditor’s reports; and(10) accounts and other documents designated by applicable laws and ordinances.
2. Access by the general public to the accounts and documents in the preceding paragraph shallbe in accordance with applicable laws and ordinances, and regulations on information disclosure
prescribed in paragraph 2, article 62.
Chapter 8: The Foundation’s Members(Members)
Article 61:
Individuals and/or corporations that concur with and support the Foundation’s mission and goals
can become members of the Foundation.
2. Necessary matters concerning the members shall be determined in accordance with theRegulations on Members to be resolved separately by the board of directors.
Chapter 9: Information Disclosure and Protection of Personal Information(Information Disclosure)
Article 62:
The Foundation shall willingly disclose information on its activities, details of its management,
financial statements etc. in order to promote fairly and openly the Foundation’s activities.
2. Necessary matters concerning information disclosure shall be made in accordance with
Regulations on Information Disclosure to be resolved separately by the board of directors.
(Protection of Personal Information)
Article 63:
The Foundation shall take all possible measures to ensure the protection of any personal
information obtained in the process of conducting the activities of the Foundation.
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2. Necessary matters concerning the protection of personal information shall be separately
determined by resolution of the board of directors.
(Public Notices and Announcements)
Article 64:
The Foundation shall make public notices and announcements electronically.
2. If it is not possible for some unavoidable reason to use electronic means, publication shall bemade through the Official Gazette.
Chapter 10: Supplementary Rules(Delegation)
Article 65:
Besides the matters determined in this constitution, any necessary matters concerning themanagement of the Foundation shall be separately determined by resolution of the board of
directors.
Supplementary provisions
1. This constitution shall come into effect from the date of registration of the establishment of the
public interest entity pursuant to paragraph 1, article 106 of the Act on Arrangement of RelevantActs Related to Enforcement of the Acts Relating to the Act on General Incorporated
Associations and General Incorporated Foundations and Public Interest Incorporated
Associations’ and Public Interest Incorporated Foundations’ Authorization etc.
This constitution shall come into effect from 1st September 2011. (Resolved at board of trustees’
and directors’ meetings on 24th May 2011)
This constitution was revised on 1st March 2013. (Resolved at board of trustees’ meeting on 1st
March 2013)This constitution was revised on 11th June 2014. (Resolved at board of brustees’ meeting on 11th
June 2014)

2. When the registration of the establishment of the public interest foundation and the registrationof the dissolution of the extraordinary civil corporation have been completed under paragraph 1,
article 106 of the Act referred to in the preceding paragraph, notwithstanding the provisions ofarticle 8, the day before the date of registration of dissolution shall be the last day of the fiscal
year and the date of registration of establishment shall be the first day of the fiscal year.
3. The directors and auditors of the Foundation as at the date of registration of its
establishment shall be as follows:
Directors:
Yuriko Ashino, Makoto Atoh, Mitsuru Ishiguro, Naomi Kato, Teruo Kitagawa, Kunio Kitamura,Yasuo Kon, Tomoko Saotome, Ryoichi Suzuki, Hideyuki Takahashi, Noriko Tsuya,
Masahiko Nishiuchi, Yoko Nishikawa, Keiko Higuchi and Sumie Yamaguchi.
Auditors:
Shoji Shibata and Norio Higuchi
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4. The Foundation’s initial representative directors shall be Yasuo Kon and Sumie Yamaguchi
and initial executive directors shall be Ryoichi Suzuki and Hideyuki Takahashi.
5. The Foundation’s initial trustees shall be as follows:
Tomoko Adachi, Reiko Ohgawa, Noboru Ogawa, Michio Ozaki, Tadashi Kawai, Katsuhide
Kitatani, Miyoko Kume, Tadahiro Sakurada, Reiji Suzuki, Tsutomu Takeuchi, Mieko Takenobu,
Shigeo Hayashi, Isamu Harasawa, Hiroko Hara, Shinji Fukukawa, Kei Fusano, Yoriko Meguro
and Kuniaki Yamauchi.

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