(Translation)

Articles of Incorporation

Specified Non Profit Corporation
Cyber Campus Consortium TIESEnacted:
Amended:May 1, 2006
September 1, 2010
October 17, 2012
September 5, 2014
September 11, 2015

Articles of Incorporation
Of
Specified Non Profit Corporation
Cyber Campus Consortium TIES
Chapter 1 - General Provisions(Name of the Corporation)
Article 1:
The name of the corporation shall be Specified Non Profit
Corporation, Cyber Campus Consortium TIES. Its abbreviated name shall be
CCC-TIES.
(Location of Executive Office)
Article 2:
The executive office shall be located at 7-1-1 Tezukayama, Nara
City, Nara, Japan.
Chapter 2 - Objectives and Activities(Objectives)
Article 3:
The objectives of the Corporation shall be to engage inameliorating and enhancing education utilizing e-learning methods andtechnologies to pursue enrichment, sophistication, and commoditization oflearning contents, research and development of educational methods andtechnologies, and to contribute to the improvement of educational delivery
technology for educational and industrial institutes, and local communities.
(Specified Non Profit Activities)
Article 4:
In order to accomplish the objectives stated in article 3, thecorporation shall operate the following activities as a specified nonprofit
corporation:

(1) Activities to promote social education.
(2) Activities to further develop information society.
(3) Activities to inform, suggest or support the activities or operation of thegroup which operates the activities stated in the items above.
(Business Activities)
Article 5:
In order to accomplish the objectives stated in article 3, theCorporation pursues the following business activities:(1) Business activities concerning specified nonprofit organization.
① Project to support the implementation of educational linkage between
educational institutes utilizing the internet.
② Project to create contents and software for e-learning and promote its
distribution.
③ Project to research and study the educational method utilizing elearning.
④ Project to inform, suggest, or support the activities or operation of thegroup which operates the activities stated above.
(2) Other projects① Project to promote creation, adding of value, distribution, delivery,
publishing, and sales of contents, software, and hardware which
utilize information technology, communication technology, etc.
② Contracting businessmaintenance.

ofsystemdevelopment,

operation,

andChapter 3 - Membership(Types of Membership)
Article 6:
The membership of the Corporation shall be the following 2 types
and full members shall be the member under the Law Concerning thePromotion of Specified Non-profit Organization Activities (hereinafterreferred to as “the Law”).
(1) Full Member
Individuals and groups which assent to the objectives of the Corporationand joined in.
(2) Supporting Member
Individuals and groups which assent the objectives of the Corporation andjoined in to support its activities.
(Requirements for Joining)
Article 7:
There are no specific requirements for joining the membership.
2. The person who wishes to join, shall apply by filling out the application
form set forth separately and submit it to the Chief Director. The Chief
Director shall accept the application unless there is a due reason.
3. When the Chief Director does not accept the person of the former paragraphto join the membership, the Chief Director shall inform the fact in writing to
the person him/herself.
(Admission Fee and Membership Fee)
Article 8:
Members shall pay the admission fee and membership fee
proscribed separately.
(Cessation of Membership)
Article 9:
Under any of the cases specified below, the membership ceases.
(1) When submission of application for termination of membership issubmitted to the Chief Director.
(2) When the member is dead or reported missing or when the organizationof the member has dissolved.
(3) When it fails to pay the membership fee for 2 years or more.
(4) When the member is expulsed from membership.
(Withdrawal of Membership)
Article 10:
The member may leave arbitrarily by submitting the notice of
withdrawal specified separately to the Chief Director.
(Expulsion)
Article 11:
In the following circumstances, the general assembly ispermitted by affirmative vote at the general assembly to resolve to dismiss amember. Though in this case, the member shall be given the chance of
explanation hearing prior to the determination.
(1) When it violated the Articles of Incorporation.
(2) When it damaged the reputation or acted against the purpose of the
Corporation.

(No Refund of Contributed Money or Goods)
Article 12:
The registration fees, membership fees, and any othercontributed money or goods shall not be returned for any cause, once paid or
given.
Chapter 4 - Officers and Other(Types and Numbers of Officers)
Article 13:
The Corporation shall have the following officers:(1) Directors
Three (3) to twenty (20)(2) Auditor Secretary
One (1)
2. Directors include, one (1) Chief Director and one (1) Vice-Chief Director(Advisor)
Article 13 Paragraph 2:

The Corporation may appoint a few advisors.

(CCC-TIES Fellow)
Article 13 Paragraph 3:
The Corporation may appoint a few CCC-TIES
fellows (hereinafter referred to as “fellow”). Necessary items concerning thefellow will be set forth separately.
(Selection)
Article 14:
The directors are appointed at the board meeting and theauditor secretary are appointed at the general assembly.
2. Chief Director and Vice-Chief Director are appointed by internal selection
from among the directors.
3. With regard to any given individual officer, a group consisting of said officer,
and that officer’s spouse and/or that officer’s relatives within the third degreeof kinship must not account for more than one, or a group consisting of said
officer, and that officer’s spouse and/or that officer’s relatives within the third
degree of kinship must not account for more than one-third of the total
number of officers.
4. The Auditor Secretary is not permitted to double as a director or a staff
member of the Corporation.

(Duties of officers)
Article 15: The Chief Director shall represent the Corporation and presideover its affairs.
2. The Vice-Chief Director shall assist the Chief Director and serve as deputyof the Chief Director when the Chief Director is unavailable or if none isinaugurated.
3. Directors shall organize the board of directors and determine the executionof operations under the Articles of Incorporation and the resolutions of theboard meeting. The affairs of the directors will be set forth separately.
4. The Auditor Secretary shall engage in the following affairs:(1) Audit the status of operation execution of the directors.
(2) Audit the property status of the Corporation.
(3) As a result of audit of the previous two items, any critical misconduct ormaterial fact in violation of law and regulations, or the articles ofincorporation has been found, it must be reported at the general assembly orreported to the competent authority.
(4) When it is necessary to report the fact said in the prior item, an
extraordinary general assembly shall be convened.
(5) Advance an opinion to the director with regard to the execution of duties
of a director or the property status of the corporation, or, request the
convocation of a board meeting.
(Tenure of officers)
Article 16:
Tenures of officers continue for two (2) years. However, thisshall not preclude from being re-appointed.
2. The tenure of an officer elected to replace a retiring officer continues until
the end of the tenure of the predecessor.
3. Officers stepping down or retiring must continue its duties until the
successor arrives.
(Filling vacant positions of officers)
Article 17:
Vacant positions shall be supplemented without delay whenmore than one third of the fixed number of directors or auditors has become
vacant.

(Dismissal of officers)
Article 18:
In the following cases, directors are permitted to be dismissedby resolution of the board of directors and the auditor secretary by the
resolution of the general assembly. Though in this case, the officer shall begiven the chance of explanation hearing prior to the determination.
(1) If due to a mental or physical condition an officer is found unable toperform the duties of an officer.
(2) If an officer has acted in violation of duties as an officer or has otherwise
acted in a manner not befitting as an officer.
(Remuneration of officers)
Article 19:
The number of officers who are paid a remuneration ispermitted within one-third of the total number.
2. The officers may be reimbursed the expenses for performing its duties.
3. Necessary matters with regard to the previous two items will be
determined by the resolution of the board of directors.
(Executive Office and Research Institute)
Article 20:
The Corporation is permitted to place an executive office fortransactions of business, and an attached research institute (hereinafterreferred to as Research Institute) for research and study of the matters statedin Item 1 of Article 5.
(Executive Office and Staff)
Article 20 Paragraph 2:
The Corporation Executive Office is permitted tohave an executive director and other staffs.
2. Staffs will be appointed and dismissed by the Chief Director.
3. The tenure of the executive director will be for 2 years. However, reappointment is permitted.
4. Matters concerning the organization and its operation will be set forth
separately by the Chief Director after the resolution of the general assembly.
(Research Institute and Researchers)
Article 20 Paragraph 3:
The Research Institute is permitted to have a
Director of the Research Institute and some researchers.

2. The researchers will be appointed and dismissed by the Chief Director.
3. The Director of the Research Institute shall be appointed from among thedirectors by the Chief Director, whose tenure shall be for 2 years. However,re-appointment is permitted.
4. Matters concerning the Research Institute and its operation will be set
forth separately by the Chief Director after the resolution of the General
Assembly.
Chapter 5 - General Assembly(Categorization)
Article 21:
General Assemblies of the Corporation are comprised of thetwo categories of Ordinary General Assemblies and Extraordinary General
Assemblies.
(Constitution)
Article 22:
The General Assembly shall consist of full members.
(Function)
Article 23:
The General Assembly shall resolve the following matters.
(1) Amendment of the Articles of Incorporation(2) Dissolution(3) Merger(4) Business plan and the budget for revenues and expenditures as well as
its amendments(5) Business report and the settlement of balance(6) Dismissal and approval of the Auditor Secretary(7) The amount of admission fee and membership fee(8) Debts (Excluding short-term borrowings which are to be paid off with theincome of the fiscal year. The same shall be applied to Article 50.) andother burden of duty or waiver of rights(9) The organization and operation of the Executive Office(10)
The organization and operation of the Research Laboratory(11)
Other significant matters related to operating the affairs of the
Corporation

(Convening of Assembly)
Article 24:
The Ordinary General Assembly shall be held within 3 months
after the end of the fiscal year.
2. The Extraordinary General Assembly shall be held on any of the following
occasions:(1) When the board of directors consider necessary and demands that it beconvened.
(2) When more than one-third of the full members request the assembly to beconvened with matters to be deliberated notified in writing.
(3) When the Auditor Secretary found necessary to convene, pursuant to the
stipulations of Article 15 Paragraph 4(4).
(Convocation of Assembly)
Article 25:
The General Assembly shall be convened by the Chief Director
except in the case provided for in Article 24 Paragraph 2 (3).
2. In cases where there is a request under the provisions of Article 24
Paragraph 2(1) and (2), the Chief Director shall call the Extraordinary
General Assembly within 30 days from the requested day.
3. On convening the General Assembly, the date, time, venue, agenda andmatters to be deliberated for which the Assembly is to be held, shall be
notified in writing in at least five days prior to such date.
(President of the Assembly)
Article 26:
The President of the Assembly shall be selected from among thefull members present.
(Quorum)
Article 27:
Without the attendance of more than half of full members, theGeneral Assembly shall not be convened.
(Resolutions)
Article28:
The General Assembly may only decide the matters notified inadvance pursuant to the provisions of Article 25 Paragraph 3; provided,
however, that matters not notified in advance may be decided upon in the caseof an emergency if the consent of the one half or more of the full memberspresent is obtained.

2. Except as otherwise provided by these Articles, a resolution at the General
Assembly shall be made by a majority of the voting rights of those full
members present, and in the case of a tied vote, the decision shall be made by
the president.
3. In case when the director or full member has put forward a proposal ofsome matter to be deliberated and when all of the full members haveapproved it in writing or by electromagnetic means, the said proposal isconsidered approved and resolved at the General Assembly.
(Voting Rights etc.)
Article 29:
The voting rights of all full members shall be equal.
2. When there is an unavoidable reason for not being able to be present in the
General Assembly, the full member concerned may vote in writing regarding
matters notified in advance or delegate voting rights to an attending full
member serving as a proxy.
3. A full member who exercised voting rights in writing pursuant to thepreceding paragraph of this Article shall be deemed to have been present at
the Assembly in application of Article 27, Article 28 Paragraph 2, Article 30
Paragraphs 1 and 2, and Article 51.
4. A full member who has a special interest in the resolution may not exercise
voting rights regarding said resolution.
(Minutes)
Article 30:
With respect to the proceedings at the General Assembly,
meeting minutes must be prepared stating the following matters.
(1) Date, time, and venue(2) The existing number of full members and the number of those present at
the meeting (including members who vote in writing and by proxy)(3) Matters deliberated(4) Outline of the proceedings and the resolutions made(5) Matters concerning the election of signatories of the meeting minutes
2. Meeting minutes must be signed with the names and seals of the president
and at least two (2) signatories elected from among those in attendance.
3. Regardless of the provisions of the preceding two paragraphs, when all of
the full members have approved it in writing or by electromagnetic means,
and the resolutions are considered approved and resolved at the General

Assembly, one shall take minutes including the following matters:(1) Contents of the matters deemed to have been approved and resolved at theGeneral Assembly.
(2) The name of the person or group that proposed the preceding item.
(3) The date of which the resolutions were considered approved and resolved.
(4) The name of the person who took the minutes.
Chapter 6 - Board of Directors Meeting(Constitution)
Article 31:
The Board of Directors shall consist of the Directors.
(Function)
Article 32:
Further to the matters stipulated separately in these Articles
of Incorporation, Board of Directors Meetings deliberate and resolve on thefollowing matters.
(1) Matters to be referred to the General Assembly(2) Matters concerning the execution of resolutions of the General Assembly(3) Matters concerning the execution of activities not being subject to theresolution of the General Assembly(4) Election and dismissal of directors and the duties and remuneration of
officers.
(Convening of Board Meetings)
Article 33:
The Board Meetings are to be held in the following cases(1) When the Chief Director considers necessary and demands that it beconvened.
(2) When more than one-third of the Board of Directors request the meeting
to be convened with matters to be deliberated notified in writing.
(3) When the Auditor Secretary found necessary to convene, pursuant to the
stipulations of Article 15 Paragraph 4(5).
(Convocation of Board Meetings)
Article 34:
The Board Meetings are convened by the Chief Director.
2. In cases where there is a request under the provisions of Article 33 Items 2
and 3, the Chief Director shall call the Board Meeting within 30 days fromthe requested day.
3. Person who is not a member of the board of directors may be invited to theBoard Meeting to ask for advices when deemed necessary by the Chief
Director.
4. On convening the Board Meeting, the date, time, venue, agenda andmatters to be deliberated for which the Assembly is to be held, shall be
notified in writing at least five days prior to such date.
(President)
Article 35:
Meeting.

The Chief Director shall serve as the President of the Board(Resolutions)
Article 36:
The Board Meeting may only decide the matters notified inadvance pursuant to the provisions of Article 34 Paragraph 4; provided,
however, that matters not notified in advance may be decided upon in the caseof an emergency if the consent of the two thirds or more of the board memberspresent is obtained.
2. A resolution at the Board Meeting shall be made by a majority of the voting
rights of the total number of board of directors, and in the case of a tied vote,the decision shall be made by the president.
(Voting Rights etc.)
Article37:
The voting rights of all board of directors shall be equal.
2. When there is an unavoidable reason for not being able to be present in the
Board Meeting, the board of director concerned may vote in writing regarding
matters notified in advance.
3. A board of director who exercised voting rights in writing pursuant to thepreceding paragraph of this Article shall be deemed to have been present at
the meeting in application of Article 38 Paragraph 1(2).
4. A board of director who has a special interest in the resolution may not
exercise voting rights regarding said resolution.
(Minutes)
Article 38:
With respect to the proceedings at the Board Meeting, minutes
must be prepared stating the following matters.

(1) Date, time, and venue(2) The existing number of board of directors and the names and the numberof those present at the meeting (note the fact when it includes directors who
voted in writing)(3) Matters deliberated(4) Outline of the proceedings and the resolutions made(5) Matters concerning the election of signatories of the meeting minutes
2 Meeting minutes must be signed with the names and seals of the president
and at least two (2) signatories elected from among those in attendance.
Chapter 7 - Assets and Accounts(Composition of Assets)
Article 39:
The assets of the Corporation shall be composed of thefollowing items:(1) Assets specified in the inventory of property at the time that the
Corporation was established(2) Membership fees(3) Donations(4) Asset income(5) Operating income(6) Other types of income(Categorization of Assets)
Article 40:
Assets consist of the two categories of assets concerning
operations related to specified non-profit activities and assets concerning
other operations.
(Administration of Assets)
Article 41:
The administration of assets is carried out by the Chief
Director. The manner of asset administration is determined separately by the
Chief Director through a General Assembly resolution.
(Principles of accounting)
Article 42:
Accounting operations shall be performed in accordance withthe principles enumerated in the Items of Article 27 of the Nonprofit

Activities Promotion Law (hereinafter referred to as the Law)
(Division of accounting)
Article 43:
Accounting is divided into the two sections of accounting for
operations related to specified non-profit activities and accounting for otheroperations.
(Activities Plan and Budget)
Article 44: Drafts of the activities plan and budget documents of the
Corporation shall be prepared by the Chief Director and be approved at theGeneral Assembly.
(Provisional Budget)
Article 45:
Notwithstanding the provision of the preceding article, if due
to an unavoidable reason the budget of the Corporation was unable to beestablished, in the interim until a budget is established, the Chief Director ispermitted to dispose of income and expenditures in accordance with thebudget for the previous business year with the vote of the Board of Directors.
2. Disposition of income and expenditure referred to in the previous
Paragraph are deemed income and expenditure of the newly establishedbudget.
(Setting and Usage of Reserve Fund)
Article 46:
In order to apply to the overbudget and the extrabudgetary
spending, a reserve fund may be set.
2. In using the reserve fund, it shall obtain the resolution of the Board
Meeting. In cases of emergency and where it is extremely difficult to hold theBoard Meeting, this may be carried out with the approval of the Chief Director.
(Additions and Amendments of Budget)
Article 47:
Additions and amendments may be made to the budget
through the resolution of the General Assembly in the case that an inevitable
event has taken place after the approval of a new budget.
(Business Reports and Account Closing Reports)
Article 48:
The business report, statements of financial activities, and theaccount closing report consisting of balance sheet and inventory of assets of
the Corporation shall be prepared by the Chief Director as soon as possible
after the end of each business year audited by the comptrollers, approved by
the board of directors, and thereupon reported to and approved by the general
assembly.
2. Any surplus after the settlement of accounts shall be carried forward to thefollowing fiscal year.
(Business year)
Article 49:
The business year of the Corporation begins on April 1st ofeach year and ends on March 31st of the following year.
(Contingency Measures)
Article 50:
In addition to the budget provided, determination ofborrowings, and any additional new burdens or waiver occurs, it shall be
subject to the resolution of the General Assembly.
Chapter 8 - Amendments to the Articles of Incorporation anddissolution and amalgamation of the Corporation(Amendment of the Articles of Incorporation)
Article 51:
Any amendment to the Articles of Incorporation shall requireapproval by more than three-quarters (3/4) of full members present at theGeneral Assembly. And when matters specified in Article 25 Paragraph 3 of
the Law need to be amended, authorization by the competent government
authorities must be obtained.
(Dissolution)
Article 52:
The Corporation shall be dissolved for the following reasons:(1) In cases where a resolution to approve such proposal at the General
Assembly is made.
(2) In cases where it is deemed that the Corporation cannot succeed in
executing the specified non-profit activities which are its objective.
(3) In cases where the Corporation loses all of its full members.
(4) In cases where the Corporation is subject to a merger.
(5) In cases where the Corporation becomes insolvent.

(6) In cases where the certification by the competent authorities is rescinded.
2. In cases where the Corporation is dissolved under item (1) of the previous
paragraph, the resolution shall be made by three-quarters or more of thosefull members.
3. In the case where the Corporation is dissolved under item (2) of Paragraph
1, the Corporation shall obtain acknowledgement by the competent
government authorities.
(Assignment of Residual Assets)
Article 53:
Any residual assets in the case of the dissolution of the
Corporation (except for cases of merger and bankruptcy) shall be transferredto the one among the juridical person prescribed in Paragraph 3 of Article 11of the Law, with the resolution of the General Assembly.
(Merger)
Article 54:
The Corporation may merge with consent of three-quarters ormore of full members present at the General Assembly and withauthorization by the competent government authorities.
Chapter 9 - Method of Public Notification(Method of Public Notification)
Article 55:
Public notices of the Corporation are posted on the bulletinboards within the office and also are made electronically on the Company’s
website.
Chapter 10 - Miscellaneous Provisions(Detailed Regulations)
Article 56:
The detailed regulations necessary for implementing these
Articles shall be provided separately by the Chief Director with a resolution
at the Board of Directors Meeting.
Supplementary Provisions
1. These Articles shall come into force from the date on which the Corporationacquires corporate status.

2. The initial Officers of the Corporation shall be as follows:
Chief Director: Yoshihide Yamamoto
Vice-Chief Director: Masahiro Kajiwara
Directors: Takashi Ogihara, Koichi Kandachi, Keiichi Kubota, Yasuhito
Tabata, Koichi Nakajima, Toyoo Fukuda, Hiroshi Matsuoka
Auditor Secretary: Jun Iwata
3. Irrespective of the stipulations of Article 16 paragraph 1, the tenures of theofficers at founding commence on the founding date and continue until May
31, 2008.
4. Irrespective of the stipulations of Article 44, the business plan and theincome and expenditure budget at the founding are determined at theFounding General Assembly.
5. Irrespective of the stipulations of Article 49, the business year at founding
commences on the founding date and continues until March 31st, 2007.
6. Irrespective of the stipulations of Article 8, amounts of membership dues
at founding are as follows.
(1) Admission fee (annual membership fee)
Full Member
5,000 JPY
Supporting Member
50,000 JPY/unit
Information Member
2,000 JPY
Supplemental Provisions
1
This amendment of Articles of Incorporation shall come into force asof the date of certification, September 1, 2010.
(Amendment of Article 24)
Supplemental Provisions
1
This amendment of Articles of Incorporation shall come into force asof the date of certification, October 17, 2012.
(Amendment of Chapter 4 Executive Office and Staff)(Amendment in Types and Numbers of Officers)(Amendment of Article 13 Paragraphs 2 and 3)(Amendment of Article 14)(Amendment of Article 15)(Amendment of Article 18)

(Amendment of Article 19)(Amendment of Article 20)(Amendment of Article 23)(Amendment of Article 28)(Amendment of Article 30)(Amendment of Article 32)(Amendment of Article 48)(Amendment of Article 51)
Supplemental Provisions
1
This amendment of Articles of Incorporation shall come into force asof the date of certification, September 5, 2014.
(Amendment of Article 6)(Amendment of Article 7)(Amendment of Article 9)(Amendment of Article 30)(Amendment of Article 38)(Amendment of Article 46)

Supplemental Provisions
1
This amendment of Articles of Incorporation shall come into force asof the date of certification, September 11, 2015.
(Amendment of Article 20)(Amendment of Article 20 Paragraph 2)(Article 20 Paragraph 3 newly established)(Article 23 Item 10 newly established)