May15, 2009

Articles of Incorporation of the Association of Membrane Separation
Technology of Japan
Chapter 1 General Provisions(Name)
Article 1 The Corporation shall be called as the Association of Membrane Separation
Technology of Japan.
(Principal Office)
Article 2 The principal office of the Corporation shall be located in Chuo-ku, Tokyo.
(Purpose)
Article 3 The purpose of the Corporation is to contribute to maintaining and improvingsocial life not only of the Japanese people but also of the people all over the world
through promotion of membrane separation technology in the fields of 1) improvementof public health, 2) protection of the global environment and 3) securing stable supply ofwater, etc. and shall carry out the following businesses.
(1) Research and study and enlightenment activities for membrane and membrane
separation apparatus.
(2) Research and certification of performance of membrane modules(3) Collaboration and cooperation with related administrative agencies and relatedorganizations(4) Businesses incidental or related to the businesses set forth in each item above(Recruitment of Persons subscribing for the Fund)
Article 4 The Corporation may recruit persons subscribing for the Fund.
(Provisions for the Rights of Contributors to the Fund)
Article 5 The money contributed to the Fund shall not be returned until the dateprescribed in the fund contribution agreement.
(Procedures for Return of Funds)
Article 6 Total amount to be returned to the contributors to the Fund shall be theamount determined by the Directors upon a resolution at the annual general meeting of1

members to the extent specified in Article 141 of the Act on General Incorporated
Associations and General Incorporated Foundations (hereinafter referred to as the“General Corporation Act”.
(Method of Publication)
Article 7 Publication of the Corporation shall be made by posting in Official Gazette.

Chapter 2 Member(Admission)
Article 8 A person who agrees to the purpose of the Corporation and was admitted to the
Corporation shall be a member of the Corporation.
2. In order to become a member, a person shall make an application in the form
prescribed by the Corporation and obtain the approval of the Representative Director.
(Member)
Article 9 Members shall be comprised of A Member, B Member and C Member.
2 A Member shall be a corporation which manufactures membrane or membrane
separation apparatus or intends to manufacture them and a corporation similar thereto.
3 B Member shall be a corporation which is involved in planning and design,
manufacture, construction and sale of membrane separation apparatus and facilities
and similar business or a corporation which intends to be involved therein or a
corporation similar thereto.
4 C Member shall be a corporation which uses membrane or membrane separation
apparatus or a corporation intends to use them or a corporation similar thereto.
(Burden of Expenses)
Article 10 In order to achieve the purpose of the Corporation, Members shall be required
to pay admission fee and annual membership fee to be separately determined at thegeneral meeting of members.
The Corporation may collect temporary membership fees with the approval of the Boardof Directors as appropriate.
(Withdrawal)
Article 11 A member may withdraw from the Corporation at any time; provided,
however, that the member shall give prior notice to the Corporation at least one (1)2month before the date of withdrawal. A member shall forfeit the rights and obligations
to the Corporation by withdrawal; provided, however, that the member shall be required
to pay the unpaid admission fee and membership fee and shall not be entitled to refundof admission fee and membership fee already paid.
2 In addition to the preceding paragraph, a member shall withdraw from the
Corporation due to the reasons set forth below.
(1) Consent of all members(2) Dissolution of the Corporation(3) Expulsion(Expulsion)
Article 12 In the event that a member of the Corporation defamed the honor of the
Corporation or committed any act against the purpose of the Corporation or breached
the obligations of the member, the member may be expelled by a resolution of thegeneral meeting of members.
(Members’ Registry)
Article 13 The Corporation shall prepare the registry describing the names orappellations and addresses of members.
(Names and Addresses of Members at Incorporation)
Article 14 Names and addresses of members at incorporation of the Corporation shall be
as follows:
MemberAsahi Kasei Corp.
1-1-2 Yuraku-cho, Chiyoda-ku, Tokyo
Representative Director: Taketsugu Fujiwara
Member
NITTO DENKO CORPORATION
1-1-2 Shimohozumi, Ibaraki-shi, Osaka
Representative Director: Masamichi Takemoto
Member3

DAICEN MEMBRANE-SYSTEMS Ltd.
1 Teppo-cho, Sakai-ku, Sakai-shi, Osaka
Representative Director: Hiroyuki Baba
MemberTORAY INDUSTRIRES, INC.
2-1-1 Nihombashi-Muromachi, Chuo-ku, Tokyo
Representative Director: Sadayuki Sakakibara
MemberTOYOBO CO., LTD.
2-2-8 Dojimahama, Kita-ku, Osaka-shi
Representative Director: Ryuzo Sakamoto
MemberMitsubishi Rayon Engineering Co., Ltd.
1-6-41 Konan, Minato-ku, Tokyo
Representative Director: Shigeaki Masuda
MemberKURARAY CO., LTD.
1621 Sakazu, Kurashiki-si, Okayama
Representative Director; Yasuaki Wakui

Chapter 3 General Meeting of Members(General Meeting of Members)
Article 15 General meeting of members shall be the annual general meeting of members
and extraordinary general meeting of members and the annual general meeting ofmembers shall be convened within three (3) months of the end of each business year andthe extraordinary general meeting of members shall be held as appropriate.
(Composition of General Meeting of Members)
Article 16 General meeting of members shall be comprised of members.

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(Forum)
Article 17 General meeting of members shall generally be held in Tokyo.
(Convening)
Article 18 Convening of the general meeting of members shall be determined by amajority of the Directors and convened by Representative Director.
(Notice)
Article 19 In convening the general meeting of members, the notice describing thematters of purpose of the meeting, content and date and place shall be sent to eachmember at least one (1) week before the date designated for the meeting.
Provided, however, that if exercise of voting rights in writing or by electromagnetic
means is permitted, the notice shall be sent at least two (2) weeks before the datedesignated for the meeting, stating to that effect.
(Chairperson)
Article 20 Chairperson of the general meeting of members shall be Representative
Director. In the absence or disability of Representative Director, Managing Director
shall assume post of Chairperson.
(Quorum and Method of Resolution)
Article 21 Resolutions of general meeting of members shall be adopted by a majority ofthe voting rights of the members who are present at the meeting where a majority of themembers are present, except as otherwise provided for in the laws.
(Voting Rights)
Article 22 A member shall have one voting right respectively.
2. A member may exercise its voting right in writing.
3. A member may exercise its voting right by designating the other member present as
its proxy.
(Special Resolution of General Meeting of Members)
Article 23 The matters set forth in each item below must be adopted by a majority morethan 3/4 of the voting rights of all the members.
(1) Expulsion of a member(2) Dismissal of an auditor-secretary5(3) Partial exemption of liabilities of officers(4) Amendment of the Articles of Incorporation(5) Dissolution(6) Any other matters prescribed by the laws
(Minutes)
Article 24 Minutes shall be prepared for the proceedings of general meeting of membersin accordance with the laws.
2 Chairperson and Directors present shall affix their names and seals on the minutes
under the preceding paragraph.
Chapter 4 Director and Auditor-Secretary(Establishment of Officers, etc.)
Article 25 The following officers set forth in each item below shall be established at the
Corporation.
(1) Representative Director: 1(2) Managing Director: one (1) or two (2)(3) Director: more than two (2) and within twelve (12) (including Representative
Director and Managing Director)(4) Auditor-Secretary: one (1) or two (2)2. Out of the Directors, Managing Director shall be the Director in charge of execution ofbusiness.
(Qualification)
Article 26 Directors and Auditor-Secretaries shall be appointed from among themembers of corporate members; provided, however, that Auditor-Secretaries may be
appointed from those who are not the members.
(Appointment)
Article 27 Appointment of Directors and Auditor-Secretaries of the Corporation shall bemade by a resolution of general meeting of members based on the recommendation ofmembers.
2 Representative Director and Managing Director shall be appointed from among the
Directors at the Board of Directors.
3 Position of a Director and an Auditor-Secretary may not be concurrently be held.
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(Term)Article 28 Term of a Director shall be by the closing of the annual general meeting ofmembers concerning the last of the business years ending during the term within two(2) years from the appointment.
2 Term of an Auditor-Secretary shall be by the closing of the annual general meeting ofmembers concerning the last of the business years ending within four (4) years from theappointment.
3 Term of a Director who was appointed to a Director to fill a vacancy of the Director
who resigned from a Director before expiry of the term or due to an increase in thenumber of Directors shall be the same as the term of predecessor or other incumbent
Directors.
4 If the fixed number of officers will be in short after resignation or expiry of the term,
the officer shall have the right and obligation to perform its duties until a new
appointee assumes post.
5 The provisions of the preceding four paragraphs shall not prevent reappointment of a
Director or an Auditor-Secretary.
(Duties and Authorities)
Article 29 Representative Director shall represent the Corporation and administer thebusiness of the Corporation.
2 Managing Director shall assist Representative Director and in the absence ordisability of Representative Director or post of Representative Director is vacant,Managing Director shall substitute the duties of Representative Director.
3 Directors shall organize the Board of Directors and participate in execution ofbusiness.
4 Representative Director and Managing Director shall report to the Board of Directors
on the business and asset conditions of the Corporation at least twice in an interval offour (4) months or more in each business year.
5 An Auditor-Secretary shall perform the following duties and also shall attend theBoard of Directors’ meetings and express its opinions if it is deemed necessary.
(1) To audit execution of duties of the Directors and prepare the audit report inaccordance with the laws.
(2) An Auditor-Secretary may request Directors and employees to report on businessandinvestigate

thebusiness

and

asset

conditions

of

the

Corporation.

Auditor-secretary may perform the following duties and also may express its
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opinions by attending the Board of Directors’ meetings.
(3) Any other matters provided for in the laws.
(Dismissal)
Article 30 In the event that an officer defamed the honor of the Corporation orcommitted any act against the objective and purpose of the Corporation, the officer may
be dismissed by a resolution of the general meeting of members.
(Compensations, etc.)
Article 31 No compensations shall be paid to officers; provided, however, that theconsideration for execution of duties may be paid by a resolution of the general meetingof members.
(Damage Liability of Officers, etc.)
Article 32 The Corporation may exempt the liability for damages of the officers under
the General Corporation Act, Article 111, paragraph 1 by a resolution of a majority ofmore than 3/4 of the voting rights at the general meeting of members in accordance with
the General Corporation Act, Article 113, paragraph 1 up to the amount obtained bydeducting the amount set forth in the Act, Article 113, paragraph 2, item 2 (hereinafterreferred to as the “Minimum Liability Amount”) from the liable amount.
2 The Corporation may exempt officers, etc. from the liability for damages under the
General Corporation Act, Article 111, paragraph 1 by a resolution of the Board of
Directors in accordance with the General Corporation Act, Article 114, paragraph 1 up
to the amount obtained by deducting the Minimum Liability Amount from the damage
liability amount.

Chapter 5 Board of Directors(Composition and Authorities)
Article 33 The Board of Directors of the Corporation of shall be comprised of Directors.
2 The Board of Directors shall execute the business set forth in each item below inaddition to those specified herein.
(1) Determination of the business plan(2) Approval of business reports(3) Otherwise, determination of important matters concerning operation of the
Corporation
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3 The Board of Directors may not delegate to any Director determination of the mattersset forth below and execution of any other important business.
(1) Disposal and get transferred of material assets(2) Large amount of borrowings(3) Appointment and dismissal of important employees(4) Establishment, change and abolition of subordinate offices and any other importantorganizations.
(5) Improvement of the system to ensure that execution of duties of Directors shallconform to the laws and the Articles of Incorporation and any other system which isprescribed by the laws as necessary to ensure correction of business of the
Corporation.
(6) Exemption of liabilities under Article 32, paragraph 2(Holding)
Article 34

The Board of Directors’ meeting shall consist of the two categories ofordinary meeting and extraordinary meeting.
2 Ordinary Board of Directors’ meeting shall be held at least twice a year.
3 Extraordinary Board of Directors’ meeting shall be held temporarily in the following
events.
(1) When Representative Director or the Board of Directors recognized as necessary.
(2) If more than 1/3 of the Directors or an auditor-secretary requested by presenting the
purpose of the meeting.
(3) Where no convening notice of the Board of Directors, designating the day within two(2) weeks from the date of request as the date for the Board of Directors’ meeting,
was sent within five (5) days from the request under the preceding paragraph, when
the Director or auditor-secretary who made a request convened.
(Convening and Chairperson)
Article 35 The Board of Directors’ meeting shall be convened and presided byRepresentative Director.
2 In the absence or disability of Representative Director, Managing Director shallassume post of Chairperson.
3 For convening the Board of Directors’ meeting, the notice specifying the matters of
purpose of the meeting, content and date and place of meeting shall be sent to each
Director at least one (1) week before the date designated as the date of meeting;provided, however, that the period may be shortened in case of emergency.
94 Notwithstanding the preceding paragraph, if all the Directors and auditor-secretaries
agree, the Board of Directors’ meeting may be held without convening procedure.
(Quorum)
Article 36 The Board of Directors’ meeting may not be held unless a majority of the
Directors who may join the voting are present; except for the re-convened meeting.
(Resolution Method)
Article 37 Resolutions of the Board of Directors’ meeting shall be adopted by a majorityof the Directors present.
2 A Director having special interests may not participate in the voting of the resolutions
under the preceding paragraph.
(Omission of Resolutions of the Board of Directors)
Article 38 Where a proposal was made for the matters of purpose of a resolution of theBoard of Directors, if all the Directors (only limited to the Directors who may participate
in the resolution of the matter) expressed their consent in writing or by electromagnetic
means (except for the objection to the proposal by an auditor-secretary), a resolution
approving the proposal shall be deemed to have adopted by the Board of Directors,
except for the objection to the proposal by an auditor-secretary.(訳注：重複感あり）(Minutes)
Article 39 For the proceedings of the Board of Directors’ meeting, minutes shall be
prepared in writing or by electromagnetic means in accordance with the Ordinance ofthe Ministry of Justice.
2 If the minutes are prepared in writing, Representative Director and Auditor-Secretary
who was present at the Board of Directors’ meeting shall affix its signature or name andseal on the minutes; provided, however, that on the minutes for the proposal to appoint
Representative Director, all the Directors and auditor-secretaries present at the Boardof Directors’ meeting shall affix their signatures or names and seals.

Chapter 6 Accounting, etc.
(Business Year)
Article 40 The business year of the Corporation shall be from April 1 of each year to
March 31 of the following year.

10(Payment of Expenses)
Article 41 Expenses of the Corporation shall be paid from the assets from the revenues
set forth in each item below.
(1) Membership fee revenues(2) Business revenues(3) Other revenues(Business Plan and Budget)
Article 42 The business plan and budget of the Corporation shall be prepared byRepresentative Director by the previous day of the commencement date of each businessyear and shall be reported to the general meeting of members upon the approval by the
Board of Directors. The same procedure shall apply to any changes thereof.
(Business Report and Closing)
Article 43 For business report and closing of the Corporation, Representative Director
shall prepare the following documents after closing of each business year and upon
audit by auditor-secretaries, with the approval of the Board of Directors, they shall be
submitted to the annual general meeting of members and report shall be made on the
documents set forth in item 1 and item 2 and the documents set forth in item 3 throughitem 5 shall be approved by the general meeting of members.
(1) Business Report(2) Schedule to Business Report(3) Balance Sheet(4) Statement of Income (statement of increase or decrease in net assets)(5) Schedule to Balance Sheet and Statement of Income (statement of increase or
decrease in net assets)(Prohibition of Distribution of Retained Earnings)
Article 44 If any retained earnings accrued in the closing of each year, no distribution
shall be made to members.

Chapter 7 Amendment of the Articles of Incorporation and Dissolution(Amendment of the Articles of Incorporation)
Article 45 The Articles of Incorporation may be amended by a resolution adopted by amajority of more than 3/4 of the voting rights of all the members.
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(Dissolution)
Article 46

The Corporation may be dissolved due to the events specified in the General

Corporation Act, Article 148, item 1, item 2 and item 4 through item 7 and by aresolution adopted by a majority of more than 3/4 of the voting rights of all the members
at the general meeting of members.
(Attribution of Remaining Assets)
Article 47 Attribution of remaining assets shall be determined by a resolution of thegeneral meeting of the liquidation corporation.

Chapter 8 Secretariat(Secretariat)
Article 48 Secretariat shall be established to handle the clerical affairs of the
Corporation.
2 Under the Secretariat, the steering committee shall be established as an organ
supporting the Directors and the Board of Directors.
3

Representative Director shall manage the Secretariat and the necessary matters,

including the regulations for Secretariat shall be determine by a resolution of the Boardof Directors.

Chapter 9 Miscellaneous Provisions(Detailed Regulations)
Article 49 The necessary matters not stipulated herein shall separately be determined
by Representative Director with the approval of the Board of Directors and general
meeting of members.

Chapter 10 Supplementary Provisions(Governing Law)
Article 50 The matters not stipulated herein shall be in accordance with the General
Corporation Act and any other laws.
(Enforcement Date of the Articles of Incorporation after Name Change)
Article 51 The Articles of Incorporation after the change of the name of the Corporation
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to General Incorporated Association, the Association of Membrane Separation
Technology of Japan from Interim Limited Liability Corporation, the Association of
Membrane Separation Technology of Japan under the Act for Improvement, etc. of
Related Acts in connection with the Enforcement of the Act for Certification, etc. ofGeneral Incorporated Associations and Public Interest Incorporated Associations andPublic Interest Incorporated Foundation shall be enforce with the approval of theamendment of the Articles of Incorporation at the annual general meeting of members
as of May 15, 2009.

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