(Translation)

Registered Non-Profit Organization
Asia SEED
Articles of Incorporation

Chapter 1 General Provisions
Article 1 (Name)
This society, a registered non-profit organization, shall be called Asia SEED.
Article 2 (Location of Office)The principal office of Asia SEED is located at Chuo-Ward, Tokyo, Japan.
Article 3 (Purpose)
Asia SEED aims at 1) looking for cooperative themes for the wide range development of
economic society through scientific technology and reinforcement of education in Asia-Pacificregion and other nations with the spirit of international cooperation, 2) contributing topromote exchanges between Japan and various other countries in the fields of education,science, culture, economy and industry collaborating with both governments and businessworlds, and 3) sustaining and developing healthy relationships in international society.
Article 4 (Types of Registered Non-profit Activities)
To achieve the purpose stated in the preceding article, Asia SEED conducts below listed
types of registered non-profit activities:(1)

Activities for promoting social education;(2)

Activities for promoting development of communities;(3)

Activities for promoting science, culture, arts or sports;(4)

Activities for preserving the environment;(5)

Activities of international cooperation;(6)

Activities for developing an information society;(7)

Activities for promoting science and technology;(8)

Activities for vitalizing economy;(9)

Activities for supporting the development of professional skills or the expansion of
employment opportunities;(10) Activities for doing liaison work, or for providing advice or assistance for the operations

or activities of organizations engaging in any of the activities set forth in the preceding
items.
Article 5 (Scope of Activities)
To achieve the purposes stated in Article 3, Asia SEED undertakes following non-profit
activities:(1)

Research, information collection and analysis of issues related to education, scientifictechnology, culture, economy and industry between Japan and Asian-Pacific regionand other nations and proposals on these issues;(2)

Development of cooperative projects and implementation of consulting on concrete
issues based on the preceding article;(3)

Promotion of interactions among government officers, educators, researchers andother people concerned by collaborative researches, seminars and similar activities;(4)

Support on exchange of students and trainees between Japan and other nations;(5)

Development of professional skills of international students and trainees and job
placement to provide them employment opportunities;(6)

Other related issues.

Article 6 (Public Notices)
Public notices of Asia SEED shall be given on the notice board of Asia SEED and in the
Official Gazette. However, notice of the balance sheet shall be made on the notice board of
Asia SEED’s principal office pursuant to the Article 28-2(1) of the Law of Promote RegisteredNon-profit Activities (hereinafter referred to as the “Law”)

Chapter 2 Membership
Article 7 (Categories of Membership)
The membership of Asia SEED is classified into two categories as follows, the regularmember shall be deemed as its “member” under the Law:
(1) Regular members are individuals and groups who endorse Asia SEED’s purpose andwilling to obtain its membership;(2) Supporting members are individuals and groups who endorse Asia SEED’s purpose andwilling to obtain its membership to support its activities.
Article 8 (Admission)
1

Asia SEED does not prescribe any specific conditions on admission of new members.

2

An applicant who wants to obtain membership of Asia SEED shall apply to the
Chairman of the Board by submitting an application form separately prescribed.

3

A group member is required to appoint a single person as its representative who
exercises its rights to Asia SEED (hereinafter referred to as the “Representative of agroup member”), and report the Chairman.

4

Whenever the Representative of a group member changes, the Chairman shall swiftly
be notified thereof in a written form separately prescribed.

5

In case an application for membership is not accepted, the Chairman shall swiftly notify
the applicant of the reasons for rejection in a written form.

Article 9 (Membership Fee)
The members shall pay a membership fee of which amount is separately determined at a
general meeting.
Article 10 (Withdrawal of Membership)
1

A member who wishes to withdraw from membership is required to submit the
Chairman a notice of withdrawal separately prescribed.

2

A member who falls in any of following circumstances is deemed to have withdrawn
from membership:(1)

When passes away or declared missing;(2)

When a member group is dissolved or bankrupt;(3)

When delinquent in paying the membership fee, and failing to pay for a year or
longer after urged for payment.

Article 11 (Expulsion of Membership)
1

When a member falls in any of following circumstances, a member may be expelled witha vote of not less than two-thirds of the regular members at a general meeting:(1) When infringing the Articles of Incorporation of Asia SEED;(2) When defaming Asia SEED, or acting against the purposes of Asia SEED.

2

In case a member is expelled from membership to the provision of the preceding article,
the concerned member shall be notified thereof and given an opportunity for
explanation.

Article 12 (Rights and Duties of Outgoing Member)
1

When a member lost its membership pursuant to any provisions of Articles 10 or 11, themember is deprived of its rights to Asia SEED and relieved from its duties thereof.

2

Asia SEED shall return to the outgoing member none of its membership fee,contributions, or donation in kind already receiver by Asia SEED.

Chapter 3 Board Members, Advisors and Councilors
Article 13 (Types and Number)
1

Asia SEED has following board members.
(1) Three (3) to twenty (20) directors(2) One (1) to two (2) auditor(s)2Among the directors, a director shall be assigned as the Chairman. Besides, a Senior
Executive Director and additional one (1) to three (3) Executive Directors may be
appointed.

Article 14 (Elections)1

The directors and the auditors shall be elected from amongst the regular members (theRepresentatives in case of such group members) at a general meeting. However, when
deemed particularly necessary, this provision does not prevent maximum two (2)non-members elected as a director or an auditor.

2

Until a general meeting is convened, when director(s) and auditor(s) shall be elected
immediately to fill vacancy or an increased post, the Board of Directors is entitled toappoint thereof. In that case, the appointment by the Board of Directors shall beapproved by the first general meeting held after the Board of Directors’ meeting.

3

The Chairman, the Senior Executive Director and the Executive Directors shall beelected by mutual vote at a Board of Directors’ meeting.

4

No directors and auditors are allowed to hold the both posts concurrently.

Article 15 (Duties)
1

The Directors constitute the Board of Directors and decide execution of activities.

2

The Chairman represents Asia SEED and assumes control of the operations of Asia
SEED.

3

The Senior Executive Director assists the Chairman and, in the events of the Chairman
suffering an accident or absent, acts for the Chairman.

4

The Executive Directors assists the Chairman and the Senior Executive Director, andmanage routine works.

5

The Auditors are responsible for the duties specified in Article 18 of the Law.

Article 16 (Tenure)1

A Board member’s tenure is two (2) years. However, reappointment is not prohibited.

2

Irrespective of the provision of the preceding paragraph, the tenure of a Board member
elected to fill vacancy or an increased post shall be the remaining tenure of its
predecessor or that of fellow directors currently in the Board members.

3

Even after resigning or having served full term, a director shall fulfill its duties until its
successor takes office.

Article 17 (Dismissal)
1

When a Board member falls in any of following descriptions, the member may bedismissed from the Board of Members with a vote of not less than two-thirds of theregular members at a general meeting;(1)

When the Board member concerned is unable to perform his/her duties due tophysical or mental disability;(2)

When the Board member concerned is found to have breached his/her duties or
have behaved inappropriately as a Board member;(3)
2

In the event of any conditions specified in Article 20 of the Law.

In case a Board member is dismissed from the post based on the sections above, theconcerned Board member shall be notified thereof and given an opportunity for
explanation.

Article 18 (Remuneration)
The Board members shall serve without compensation. However, full-time directors areentitled to receive the approved amounts of remuneration by a resolution at the meeting of
the Board of Directors.
Article 19 (Advisors and Councilors)
1

Asia SEED may have Advisors and Councilors.

2

The Board of Directors recommends the Advisors and the Councilors among academic
standings or those who have contributed to Asia SEED, who are subsequently appointed
by the Chairman.

3

The Advisors may respond to the Chairman’s request for advice on the operations ofAsia SEED, or state their views thereof.

4

The Councilors may respond to the Chairman’s request for advice on the administrationof Asia SEED, or state their views thereof.

5

The provision of Paragraph (1) of Article 16 shall apply to the Advisors and theCouncilors correspondingly.

Chapter 4 Meetings
Article 20 (Types)
Asia SEED shall have three types of meetings, the general meetings, the Board of Directors’
meetings and the Executive Directors’ meetings. The general meetings consist of ordinaryand extraordinary meetings.
Article 21 (Composition)
1

A general meeting shall be composed of the regular members.

2

A Board of Directors’ meeting shall be composed of the Directors.

3

The Executive Directors’ meeting shall be composed of the Chairman, the Senior
Executive Director and the Executive Directors.

4

The Auditors are entitled to present the meetings of the Board of Directors and the
Executive Directors, and state their opinions.

Article 22 (Authority)1

In addition to those separately specified in the Articles of Incorporation, a general
meeting resolves important matters in operation of Asia SEED.

2

In addition to those separately specified in the Articles of Incorporation, a Board of
Directors’ meeting resolves the agendas related to:(1)

Execution of the matters resolved at a general meeting;(2)

Agendas to be discussed in a general meeting;(3)

Execution of the operations of Asia SEED that do not require a general meeting toresolve.

3

The Executive Directors’ meeting considers any matters related to management of theadministrations of Asia SEED.

Article 23 (Holding Meetings)
1

An ordinary general meeting shall be held once a year within three (3) months after theprevious fiscal year is over.

2

An extraordinary general meeting shall be held in the event of any of following
conditions.
(1)

When deemed necessary by the Board of Directors.

(2)

When requested by one-fifths or more of the total number of the regular members
in a written form, in which the purpose of the meeting is stated.

(3)

When convened by the Auditor(s) pursuant to the provision of Article 18 of the Law.

3

A Board of Directors’ meeting shall be held in the event of any of following conditions.
(1)

When deemed necessary by the Chairman.

(2)

When requested by one-thirds or more of the current Directors in a written form, inwhich the purpose of the meeting is stated.

4

An Executive Directors’ meeting shall be held when deemed necessary by the Chairman.

Article 24 (Convocation)
1

Excluding the cases of Paragraph 2(3) of the preceding article, the Chairman shallconvene a general meeting, a Board of Directors’ meeting and an Executive Directors’
meeting.

2

A notice of convening a general meeting shall be given by at least seven (7) days prior to
the date of the meeting in a written form or an electromagnetic mean which specifies thetime & date, the venue, the agenda and its contents of the meeting.

3

The provisions above shall apply to the meetings of the Board of Directors and the
Executive Directors correspondingly. This rule, however, does not apply to the casewhere a meeting is convened to discuss any urgent issues in a manner prescribed by the
Board of Directors.

4

When a request is made pursuant to the provisions of Paragraphs 2(1) or (2), or those of
Paragraph 3(2), Article 23, Chairman shall promptly convene the meeting so requested.

Article 25 (Chairmanship)
The Chairman shall chair the general meetings, the Board of Directors’ meetings and the
Executive Directors’ meetings.
Article 26 (Quorum of Meetings)
A general meeting, a Board of Directors’ meeting and an Executive Directors’ meeting shallbe valid when attended by half or more of the constituents thereof.
Article 27 (Resolution)
1

Unless provided otherwise in the Articles of Incorporation, the proceedings at a general
meeting and a Board of Directors’ meeting shall be decided by approval of a majority of
the attendants. In case of a tie, the Chairman on the meeting shall cast the deciding
vote.

2

A general meeting and a Board of Directors’ meeting shall be authorized to decide only
the agenda that are notified beforehand pursuant to the provisions of Paragraphs 2 and
3 of Article 24. This rule, however, does not apply to the case where two-thirds or moreof the attendants’ consent to decide any issue of urgent need.

3

If any director or member makes a proposal regarding the subject of the general meetingof members and all members manifest their consent to the proposal in writing or by anelectromagnetic record, it is deemed that a resolution to affirm the proposal has been
made at the general meeting of members.

4

A member of any meeting who has special interests in the concerned agenda shall not
exercise its vote on the agenda.

Article 28 (Written Vote and Others)
1

A member who is not able to attend a general meeting or a Board of Directors’ meetingfor some unavoidable reason may exercise its vote in a written form, an electromagnetic
mean or by proxy on the issues notified beforehand. The proxy, however, shall beselected only among the regular members of Asia SEED.

2

The proxy in the preceding provision shall submit a written document that certifies its
rights of representation to the presiding officer of meeting every time.

3

The member who exercises its vote pursuant to the provision of Paragraph 1 above shallbe deemed as attending the meeting in the application of the provisions of Article 26 andParagraph 1 of the preceding article.

Article 29 (Minutes of Meetings)
1

In regard to the proceedings of a general meeting and a Board of Directors’ meeting,minutes shall be taken to contain following items:(1)

Time, date and venue of the meeting;(2)

Number of constituents;(3)

Number of attendants and the names of Directors present in case of a Board of
Directors’ meeting (incl. those deemed present in a written form, anelectromagnetic mean or by proxy);2(4)Agenda;(5)

Descriptions of the process of the proceedings;(6)

Matters regarding election of signatories of minutes.

Minutes of the meeting shall be signed by the Chairman of the meeting and at least two(2) signatories elected among attendants of the meeting.

3

Notwithstanding the provision of the two preceding paragraphs, if it is deemed that a
resolution approving has been made at the general meeting by all members manifest
their consent to the proposal in a written form, an electromagnetic mean, a minute shallbe prepared including following items;(1) Agenda deemed approved at the general meeting;(2) Name of a person or a group proposed the agenda in the preceding item;

(3)Date deemed that resolution approved at the general meeting and number ofregular members;(4) Name of a person who carry out any duty related to preparation of a minutes ofmeeting.

Chapter 5 Assets and Accounting
Article 30 (Composition of Assets)
1

2

The assets of Asia SEED consist of the following:(1)

Assets stated in an inventory upon foundation of Asia SEED;(2)

Membership fees;(3)

Contributions in money and in kind;(4)

Revenues accruing on assets;(5)

Revenues accruing on operations;(6)

Other revenues.

The assets of Asia SEED shall be classified in accordance with those related to it
registered non-profit activities.

Article 31 (Management of Assets)
1

The Chairman shall manage the assets of Asia SEED in a method decided by the Boardof Directors.

2

Accounts of Asia SEED shall be managed pursuant to the principles specified in theprovisions of Article 27 of the Law.

3

Accounts of Asia SEED shall be defined as classified in accordance with those related to
its registered non-profit activities.

Article 32 (Defrayal of Expenditure)
The expenditure of Asia SEED shall be defrayed from its assets.
Article 33 (Fiscal Year)A fiscal year of Asia SEED begins on April first each year, and ends on March thirty-first of
the following year.
Article 34 (Project Planning and Budget)
1

The Chairman prepares activity and budget plans, for approval of a general meeting.
This rule, however, shall not prevent the Board of Directors from approving thereof

when a general meeting can hardly be held before the beginning of a fiscal year thereof.
In that case, an approval shall be obtained from a general meeting to be held within
three (3) months after the fiscal year begins.
2

In such circumstances as described above, budgeting shall follow the budget
implementation in the previous fiscal year until the it is approved.

3

Any changes in the statements of project and budget planning approved by a general
meeting pursuant to the provision of Paragraph 1 above shall be made in a manner
decided by the Board of Directors.

Article 35 (Report of Activities and Financial Statements)
1

The Chairman prepares a report on activities, a financial statement and an inventory ofassets upon the completion of each fiscal year without delay. After inspected by the
Auditor(s), a general meeting shall approve them within three (3) months after the
fiscal year is over.

2

The report of activities, the financial statement and the inventory of assets approved bya general meeting pursuant to the provision of Paragraph 1 above shall be submitted tothe competent authority within the three (3) months after the fiscal year is over.

Article 36 (Disposal of Profits)
When profits result from the settlement of accounts of Asia SEED, they shall be used incovering carried-over losses, if any. The whole amount of remaining profits, if any, shall be
carried forward to the next fiscal year, or deposited, subject to approval of a general meeting.
Article 37 (Borrowing of Funds)
When planning to borrow funds, Asia SEED shall obtain consent thereof from the Board of
Directors.

Chapter 6 Revision of the Articles of Incorporation, Dissolution and Others
Article 38 (Revision of the Articles of Incorporation)
1.

The Articles of Incorporation shall not be revised unless so decided by three-fourths ormore of the whole attendants of the regular members at a general meeting, and unlessso authorized by the competent authority on matters specified in Paragraph 3, Article 25of the Law.

2.

The revision of the Articles of Incorporation shall be reported to the competent authority
except for the case of the changes stipulated to the provisions of the precedingparagraph.
Article 39 (Dissolution)
Asia SEED shall be dissolved pursuant to the provisions of Article 31 of the Law.
Article 40 (Disposal of Residual Assets)
The residual assets of Asia SEED when dissolving shall be transferred, based on approval ofa general meeting, to any association, group, or other registered non-profit organization
specified in Paragraph 3, Article 11 of the Law dedicated for similar purpose to that of Asia
SEED.
Article 41 (Merger)
Merger of Asia SEED must be approved by more than three-fourths of the total number ofregular members at a general meeting and be authorized by the competent authority.

Chapter 7 Supplementary Rules
Article 42 (Committee)
1.

Asia SEED may set a committee in an attempt for smooth implementation of its
operations.

2.

A committee so formed examines, studies, or discusses the matters on which it isexpected to do so.

3.

Subject to approval of the Board of Directors, the Chairman decides necessary mattersfor organizing and managing a committee so formed.

Article 43 (Secretariat)
1.

Asia SEED has a secretariat to manage its office affairs.

2.

The secretariat shall be staffed as many as necessary, and the Chairman may appointand dismiss the staff.

Article 44 (Detailed rules of Implementation)
Subject to approval of the Board of Directors, the President may separately decide necessary
matters for implementing the Articles of Incorporation.

Additional Rules

1

The Articles of Incorporation takes effect on the day Asia SEED is founded.

2

Irrelevant to the provision of Article 9, the membership fee of the first fiscal year of Asia
SEED shall be decided at its founding general meeting.

3

Irrelevant to the provisions of Paragraphs 1 and 3 of Article 14, Asia SEED shall havethose listed below as its founding Directors, whose tenure shall be by March 31, 2001
without reference to the provision of Paragraph 1 of Article 16.
Directors:

Chairman

Hitoshi Shozawa

Director

Kunio Yoshida
Yoshio Hara
Yonosuke Hara
Takashi Shiraishi
Katsuhiko Suetsugu
Hiroshi Saito
Yasuyuki Tanaka
Nagaharu Hayabusa
Hiroyuki Aoki
Katsuo Akaiwa
Norihiko Ujita
Kazuaki Matsui

Auditors:
4

AuditorTakao Shimizu

Irrelevant to the provisions of Paragraphs 1 and 2 of Article 19, Asia SEED shall havefounding Advisors and Councilors as decided at its founding general meeting, whose
tenure shall be by March 31, 2001 without reference to the provision of Paragraph 5 of
Article 16.

4

Irrelevant to the provisions of Article 33, Asia SEED has its first fiscal year starting on
the day of its foundation and ending in March 31, 2001.

5

Irrelevant to the provision of Paragraph 1 of Article 34, Asia SEED has project andbudget plans for its first fiscal year as decided at its founding general meeting.
Additional Rules

The change in this Articles of Incorporation is enforced on April 12, 2004.
The change in this Article of Incorporation is enforced on February 6, 2012.
The change in this Article of Incorporation is enforced on January16, 2014.
The change in this Article of Incorporation is enforced on September 6, 2018.
The change in this Article of Incorporation is enforced on January 22, 2020.
The change in this Article of Incorporation is enforced on August, 13 ,2020.