これは一般社団法人日本能率協会の定款の英訳です。
日本語のものをもって正式な定款といたします。
This is the English Translated version of the
Article of Incorporation of Japan Management
Association. The Japanese language version
shall always be deﬁnitive.

English Translation

AREICLESOFINCORPORATIONJAPAN MANAGEMENT ASSOCIATIONArticles of Association of the Japan Management Association

Revised June 12, 2020

CHAPTER １

GENERAL PROVISIONS（Name）
Article １

The name of the general incorporated association is Nihon Noritsu Kyokai, or in（Oﬃces）
Article ２
２

The principal oﬃces of the Association shall be located in Minato-ku, Tokyo.

The Association may establish other oﬃces in locations where required, bydecision of the board of directors. The same applies to changes and closures.
CHAPTER ２PURPOSE AND BUSINESS（Purpose）
Article ３

The purpose of the Association shall be to contribute to develop the Japanese
economy, improve the nationʼs living standard and encourage growth of the
global society. In order to accomplish this purpose, the Association shall carry out
comprehensive activities; survey, research, information collection and publication
regarding corporate management innovation; enhancing overall human resources
development; assisting technological development throughout industries.

（Business）
Article ４With the objective of fulﬁlling its purpose, the Association shall carry out thefollowing:⑴

Surveys and research relating to management⑵

Collecting and publicizing information relating to management⑶

Development and education in human resources relating to management⑷

Activities for corporation commendation, qualiﬁcation and enlightenment on
management innovation1⑸Organizing conferences, exhibitions and the like relating to management, managementrelated technology and industrial development⑹

Providing third-party certification and registration services relating to standards-based
management systems, products and services⑺

Providing verification services and environmental management assistance services
relating to the prevention of global warming⑻

Liaison and cooperation with internal and external organizations and the like relating tomanagement⑼

Such other activities as may be necessary in the achievement of the purposes of the
Association

２

The business in the previous paragraph shall be carried out in Japan and overseas.

CHAPTER ３

MEMBERSHIP（Membership of the Association）
Article ５⑴

The Association shall have the following membership:

Corporate members: corporations and groups joining to support the purposes andactivities of the Association⑵

Individual members: individuals joining to support the purposes and activities of the
Association

２

The membership of the previous paragraph shall be deemed to be “Members” in thesense of the General Incorporated Associations and General Incorporated Foundations
Law（hereinafter, the "Association Law"）.

（Qualification for Membership）
Article ６

An applicant for membership of the Association must submit an application as
determined by the board of directors, and receive approval thereof.

２

In the case of an application as in the previous paragraph, according to criteria separately
determined by a general assembly, the board of directors shall accept or reject theapplication, and notify the applicant.

（Burden of Expenses）
Article ７

T o meet the expenses occurring routinely in the activities of the Association,members shall pay a membership joining fee and a recurring membership fee inamounts separately determined by a general assembly.

2

（Voluntary Resignation）
Article ８ A member may voluntarily resign at any time, by submitting a notice of resignationin the form separately determined by the board of directors.
（Expulsion）
Article ９ I f a member has committed any of the following acts, the member may be expelled
by resolution of the general assembly. In this case, the member shall be notified of
the intention to expel, with reasons, at least one week before the general assembly,
and shall be given an opportunity to protest the decision at the general assembly:⑴

A breach of these Articles of Association or other rules⑵

Bringing the name of the Association into disrepute, or behavior contrary to its purpose⑶

Other actions for which there is a justified reason for expulsion

２

In the event that a resolution to expel a member is made according to the previous
paragraph, the member shall be notified of the expulsion.

（Disqualification from Membership）
Article 10 I n addition to the previous two articles, in any of the following cases, a member shallbe disqualified from membership:⑴ I f a membership fee has not been paid within three months of the renewal date（whichrefers to the date of joining）⑵

If a corporation or group is disbanded, or made bankrupt⑶

In the event of death or being declared missing⑷

In the event of becoming an adult ward or person under curatorship⑸With the agreement of the whole membership（Rights and Obligations Accompanying the Disqualification from Membership）
Article 11

A member who has been disqualified under the previous three articles shall lose
all rights with respect to the Association, and shall be relieved of all obligations.
However, unfulfilled obligations shall not be relieved.

２When a member is disqualified, no membership fees which have already been paid nor
any other financial contribution shall be returned.

3CHAPTER ４

GENERAL ASSEMBLY（Constitution）
Article 12
２

The general assembly shall be constituted by all members.

The general assembly of the previous paragraph shall be “Members” of the Association
Law.

（Powers）
Article 13

The general assembly shall resolve the following issues:⑴

Amounts of membership joining fees and recurring membership fees⑵

Expulsion of members⑶

Election and termination of directors and auditors⑷

Amounts of remuneration for directors and auditors⑸

Approval of accounts⑹

Changes to the Articles of Association⑺

Dismemberment and disposal of remaining assets⑻

Approval of merger agreements, transfer of all or part of the activities⑼

Other matters prescribed for resolution by the general assembly either by law or bythese Articles of Association（Holding of Assemblies）
Article 14

General assembly shall comprise ordinary general assembly held annually within
three months of the end of the business year, and extraordinary general assembly
when necessary.

（Convocation）
Article 15

Except where other stipulations are made by law, a general assembly shall be
convened by the chairman, on a resolution of the board of directors.

２

Members holding at least one-fifth of the voting rights held by the total membership may
petition the chairman to convene the general assembly, giving the purpose of the general
assembly and the reason for convocation.

３

For the convocation of the general assembly, written notice shall be given at least two
weeks before the assembly, giving the time, place, and purpose of the assembly.

4

（Chair）
Article 16
２

The chair of the general assembly shall be the chairman.

If there is no chairman or the chairman is indisposed, the president shall be the chair.

（Voting Rights）
Article 17

At a general assembly, the voting rights shall be one vote for each member.

（Resolutions）
Article 18 A
 resolution of a general assembly shall, unless otherwise prescribed by law or bythese Articles of Association, require the presence of members holding a majority ofthe voting rights of the total membership, and shall be carried by a majority of thevoting rights of the members present.
２

Regardless of the provisions of the previous paragraph, the following resolutions requirea majority of the total membership, and a two-thirds majority of the voting rights of thetotal membership:⑴

Expulsion of a member⑵

Dismissal of an auditor⑶

Amendments to the Articles of Association⑷

Dissolution⑸

Other matters prescribed by law

３A resolution on a proposal to appoint a director or auditor shall be carried out asprescribed in the first paragraph above for each candidate. If the total number ofcandidates for director or auditor exceeds the quota specified by Article 22, the places
shall be filled from the candidates receiving a majority approval, in descending order ofthe number of votes received, until all places are filled.

（Minutes）
Article 19 M inutes of the proceedings of the general assembly shall be made, as prescribed bylaw.
２

At least two minutes signatories appointed from the chair and directors present at thegeneral assembly shall sign and seal the minutes prepared according to the previous
paragraph.

5

（Resolutions in Writing）
Article 20 A member may appoint a proxy to enact the member's voting rights. However, in
this case, a written certiﬁcate of the proxy appointment shall be presented at eachgeneral assembly of the membership.
２

When it has been determined that a member not attending the general assembly can
exercise voting rights in writing, the member can exercise voting rights by means of aproxy voting document.

３

In the cases of the two previous paragraphs, the number of such voting rights shall becounted in the voting rights of members attending, as in Article 18.

（Omission of Resolution or Report）
Article 21 When a director or member has made a proposal relating to an issue which is the
purpose of the general assembly, if all members show their agreement with this
proposal in writing or by electromagnetic record, this proposal shall be deemed as if
there had been a resolution of approval of the proposal in a general assembly.

CHAPTER ５

OFFICERS（Provision of Directors and Auditors）
Article 22

The Association shall have the following oﬃcers:⑴

From ﬁfteen to thirty directors, inclusive⑵

From one to three auditors, inclusive

２

From two to ﬁve inclusive of the directors shall be representative directors. Of thedirectors other than the representative directors, a maximum of seven may be executive
directors.

３ Of the representative directors, one shall be the chairman.
４ Of the representative directors, a maximum of one may be the president.
５

Of the directors, a maximum of three may be vice-chairmen.

６

Of the directors, a maximum of two may be senior managing directors.

７

Of the directors, a maximum of two may be executive vice-presidents.

（Appointment of Oﬃcers）
Article 23

Directors and auditors shall be appointed by resolution of a general assembly.

２ The chairman, vice-chairmen, president, senior managing directors, and executive vicepresidents shall be appointed by decision of the board of directors from the directors. The
same shall apply to other representative and executive directors.
6

３

The auditors may not simultaneously be directors or employees of the Association or asubsidiary of the Association.

（Duties and Powers of Directors）
Article 24

The directors shall constitute the board of directors, and carry out their duties
according to the law and these Articles of Association.

２

The chairman, vice-chairman, president, senior managing directors, and executive vicepresidents shall carry out the following duties, according to the law and these Articles of
Association.

⑴

The chairman shall perform the duty of representing the Association.

⑵

A vice-chairman shall assist the chairman in the running of the Association.

⑶

The president shall assist the chairman and vice-chairmen, and in the event of absenceof the chairman or if so requested by the chairman, shall substitute for the duty ofrepresenting the Association.

⑷

T he senior managing directors shall assist the president in the running of the
Association.

⑸

Executive vice-presidents shall assist the president and senior managing directors,
undertaking a share of the work in the running of the Association.

３

Representative directors and executive directors shall report to the board of directors
on the status of execution of their own duties, at least twice in each business year, atintervals exceeding four months.

（Duties and Powers of Auditors）
Article 25

The auditors shall monitor the execution by directors of their duties, and prepare an
auditors' report, according to the provisions of the law.

２

The auditors may at any time request a report on business from the directors and theiremployees or investigate the business and asset status of the Association.

（Terms of Office of Directors and Auditors）
Article 26

The term of office of a director or auditor shall be until the close of the annual
general assembly of the membership for the last business year ending within two
years of the date of appointment.

２

When a director or auditor is appointed to fill a vacancy, the term of office shall be theremainder of the term of office of the previous holder of the post.

7

３

When an additional director is appointed, the term of office shall be the remainder of theterm of office of other directors.

４

If the number of directors or auditors falls short of that specified by Article 22, on the
expiry of the term of office or the resignation of a director or auditor, that director or
auditor shall continue to have the duties and powers of a director or auditor until a new
appointment is made.

５

Directors and auditors may be reappointed for another term.

（Dismissal of a Director or Auditor）
Article 27

A director or auditor may be dismissed by a resolution of the general assembly.

（Remuneration）
Article 28

The directors and auditors shall not be remunerated. Except that, for full-time
directors and auditors, a remuneration can be paid in a sum calculated according
to guidelines for the payment of remuneration, within the limits of total amounts
determined by a general assembly.

２

Directors and auditors may be reimbursed for expenses necessary for the carrying out of
their duties.

（Partial Exemption of Directors and Auditors from Liability for Damages）
Article 29

A director or auditor who has been negligent in his duty, shall be liable tocompensate the Association in respect to losses caused thereby.

２

Irrespective of the provisions of the previous paragraph, in cases specified by the law, bydecision of the board of directors, there may be an exemption from liability for damages
up to an amount equal to the difference between the total losses and the minimum limitof responsibility laid down by law.

CHAPTER ６

THE BOARD OF DIRECTORS（Constitution）
Article 30

The Association shall have a board of directors.

２

The board of directors is constituted by all directors.

３

The board of directors chair shall be the chairman.

４

If there is no chairman or the chairman is indisposed, the president shall be the chair.

8（Powers）
Article 31

The board of directors shall carry out the following duties:⑴

Resolutions on the carrying out of the business of the Association⑵

Monitoring the performance of duties by directors⑶

Appointing and dismissing the chairman, vice-chairmen, president, senior managing
directors, executive vice-presidents and other representative and executive directors（Convocation）
Article 32
２

The board of directors shall be convened by the chairman.

If there is no chairman or the chairman is indisposed, the president shall convene theboard of directors.

（Resolutions）
Article 33

A resolution of the board of directors requires a quorum of a majority of thedirectors excluding any directors having a conflict of interest in the resolution, andshall be passed by a majority.

２

If a director makes a proposal relating a matter to be the board of directors resolution,
and all of the directors able to be involved in a resolution on the matter show theiragreement in writing or by electromagnetic record, then the proposal will be deemed tohave been approved by a Board of Directors resolution. This shall not apply, however, if
an auditor raises an objection to the proposal.

３

If a director or auditor notifies all directors and auditors of a matter which is due to bereported to the Board of Directors, then it is not necessary for the matter to be reported
to the Board of Directors.

４

The stipulation of the previous paragraph shall not apply to the reports of paragraph 3,
Article 24.

（Minutes）
Article 34 M
 inutes of the proceedings of the Board of Directors shall be made, as prescribed bylaw.
２

A representative director and auditor present at a meeting of the Board of Directors shallsign and seal the minutes prepared according to the previous paragraph.

9CHAPTER ７

MANAGEMENT COUNCILORS, COUNSELLORS, AND ADVISORS（Roles）
Article 35 The Association may, through the Board of Directors resolution, commission
management councilors, counselors and advisors.
２

Management councilors shall give comprehensive advice and suggestions to assist the
Associationʼs corporate operation in response to requests asked by the board of directors.

３

Counselors shall give advice and assistance to improve the Associationʼs activities in
response to request asked by the board of directors.

４

Advisors shall be appointed from persons who have contributed to the Association formany years by his/her distinguished services. They shall state views regarding the
Associationʼs corporate operation to the chairman in response to the chairman request.

（Appointment of Management Councilors, Counselors and Advisors）
Article 36 The appointment of management councilors, counselors and advisors shall be as
determined by The Board of Directors.
２

For the term of oﬃce of management councilors, counselors and advisors, the term ofoﬃce of a director shall be applied, as in paragraphs 1 and 5 of Article 26. For an advisor,
reappointment shall be one time only.

（Powers of Management Councilors, Counselors and Advisors）
Article 37 Management councilors, counselors and advisors and committees comprised thereof
shall not have any authority to act with or usurp nor to invalidate the powers ofmembers, the general assembly, the directors, auditors and the Board of Directors
conferred by law and by these Articles of Association based on the law.

CHAPTER ８

ASSETS AND ACCOUNTS（Business Year）
Article 38 The business year of the Association shall be from April 1 each year until thefollowing March 31.
（Business Plan and Budget）
Article 39 The business plan and budget for the Association shall be prepared by the chairman
by the day before the ﬁrst day of the business year, and after a the Board of
Directors resolution presented in a report to the general assembly immediately after
10

the start of the business year.
２The business plan and budget created as specified in the previous paragraph may bechanged by a Board of Directors resolution.

（Business Report and Accounts）
Article 40 T he business report and accounts of the Association shall be prepared within
three months of the end of each business year, and the chairman shall provide thefollowing documents which, after being audited by the auditors, must receive theapproval of the Board of Directors:⑴

Business report⑵

Detailed notes to the business report⑶

Balance sheet⑷

Profit and loss statement（statement of net asset increase or decrease）⑸

Detailed notes to the balance sheet and profit and loss statement（statement of net
asset increase or decrease）

２

Of the documents in the previous paragraph, having received approval, documents 1, 3,
and 4, must be presented to the annual general assembly, the substance of document 1
must be reported, and the other documents must be approved.

（Accounting Principles）
Article 41

The accounts of the Association shall, according to the business being carried out,
be prepared according to customary accounting principles generally regarded as fairand reasonable.

CHAPTER ９

FUNDS（Procedures for Raising and Returning Funds）
Article 42
２

The Association may solicit fund underwriters.

The contributed funds shall not be returned until such date as is agreed with thecontributor of the funds.

３With respect to a return of funds, the amount of funds to be returned shall be passed asa resolution of an ordinary general assembly, and the place and time of the return of thefunds, the method thereof, and other details as necessary shall be separately determinedby the Board of Directors.

11

CHAPTER 10

CHANGES TO THE ARTICLES, MERGERS, AND DISSOLUTION（Changes to the Articles of Association）
Article 43 T hese Articles of Association may be changed by resolution of the general assembly.
（Dissolution）
Article 44 T
 he Association shall be dissolved by resolution of the general assembly, or for otherreasons prescribed by law.
（Return of Residual Assets）
Article 45

If the Association is liquidated, any residual assets shall, after a resolution of thegeneral assembly, be donated to an association as in Article 5.17 of the Act on
Authorization of Public Interest Incorporated Associations and Public Interest
Incorporated Foundations, or to a national or local public body.

CHAPTER 11

METHOD OF COMMUNICATIONS（Method of Issuing Public Notices）
Article 46 T
 he Association shall issue public notices in electronic form.
２

If the electronic issue of public notices is not possible through force of circumstance, theofficial gazette shall be used.

CHAPTER 12

SUPPLEMENTARY RULES（Secretariat）
Article 47

The Association shall have a secretariat to carry out administrative work.

２

The secretariat shall have a secretary general and the required staff.

３

The secretary general shall be appointed or dismissed by the chairman acting on a Boardof Directors resolution, and the staff shall be appointed or dismissed by the chairman.

（Details）
Article 48 D
 etails relating to the execution of these Articles of Association shall be separately
determined by resolution of the Board of Directors.

12

（Supplementary Information）（Revised on June 12, 2020）
１

These Articles of Association are enacted from June 12, 2020.

Date of establishment: June 3, 1943
Dates of revision of the Articles of Association:
October 24, 1947

November 16, 1948

January 7, 1953

August 14, 1953

July 7, 1955

July 22, 1958

July 1, 1959

July 6, 1960

August 6, 1964

August 20, 1970

August 10, 1972

July 16, 1973

July 5, 1975

February 15, 1983

July 18, 1990

July 15, 1992

July 3, 2003

April 1, 2012

June 15, 2016

January 1, 2018

June 12, 202013