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TOKYO AMERICAN CLUB
一般社団法人

東京アメリカンクラブ

ARTICLES OF ASSOCIATIONAs of November 15, 2022

2-1-2 Azabudai Minato-ku Tokyo 106-8649 Phone: (03) 4588-0674 Fax: (03) 4588-0888

TOKYO AMERICAN CLUB
Articles of Association
Chapter I: General Provisions ............................................................................................................................. 1
Article 1 Name ............................................................................................................................................... 1
Article 2 Office Location ................................................................................................................................. 1
Article 3 General Rules ................................................................................................................................. 1
Chapter II: Purpose and Activities ....................................................................................................................... 1
Article 4 Purposes .......................................................................................................................................... 1
Article 5 Business Activities ........................................................................................................................... 1
Chapter III: Club Members .................................................................................................................................. 1
Article 6 Composition of the Club .................................................................................................................. 1
Article 7 Club Members ................................................................................................................................. 2
Article 8 Joining the Club ............................................................................................................................... 2
Article 9 Expenses, Etc. ................................................................................................................................. 2
Article 10 Maintenance of Status as Club Member ....................................................................................... 3
Article 11 Resignation .................................................................................................................................... 3
Article 12 Suspension and Expulsion ............................................................................................................ 3
Chapter IV: Voting Members............................................................................................................................... 4
Article 13 Voting Members ............................................................................................................................. 4
Article 14 Voting Member List ........................................................................................................................ 5
Chapter V: General Meetings .............................................................................................................................. 5
Article 15 Annual General Meetings and Extraordinary General Meetings ................................................... 5
Article 16 Authority ......................................................................................................................................... 5
Article 17 Convocation ................................................................................................................................... 5
Article 18 Chairperson ................................................................................................................................... 6
Article 19 Voting ............................................................................................................................................. 6
Article 20 Method of Resolutions ................................................................................................................... 6
Article 21 General Meeting Minutes .............................................................................................................. 7
Chapter VI: Officers and External Auditor ............................................................................................................ 7
Article 22 Elected Officers and External Auditor ............................................................................................ 7
Article 23 Qualification of Governors ............................................................................................................. 7
Article 24 Duties and Authority of Governors ................................................................................................. 8
Article 25 Duties and Authority of Statutory Auditors ..................................................................................... 8
Article 26 Duties and Authority of External Auditor ........................................................................................ 8
Article 27 Term of Office ................................................................................................................................ 8
Article 28 Dismissal of Governors, Statutory Auditors and External Auditor ................................................. 9
Article 29 Remuneration ................................................................................................................................ 9
Article 30 Executive Governors ..................................................................................................................... 9
Article 31 Liability Limitations....................................................................................................................... 10

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Chapter VII: Board of Governors ....................................................................................................................... 10
Article 32 Board of Governors ..................................................................................................................... 10
Article 33 Authority of Board of Governors .................................................................................................. 10
Article 34 Convocation ................................................................................................................................. 11
Article 35 Resolutions .................................................................................................................................. 11
Article 36 Board Minutes.............................................................................................................................. 11
Chapter VIII: Other Management ..................................................................................................................... 11
Article 37 Secretary ..................................................................................................................................... 11
Article 38 Treasurer ..................................................................................................................................... 12
Article 39 Honorary President ...................................................................................................................... 12
Article 40 General Manager ......................................................................................................................... 12
Article 41 Committees .................................................................................................................................. 12
Article 42 Connections Group ...................................................................................................................... 13
Chapter IX: Assets and Accounts ...................................................................................................................... 13
Article 43 Fiscal Year ................................................................................................................................... 13
Article 44 Business Plan and Financial Projections .................................................................................... 13
Article 45 Business Reports and Financial Reports .................................................................................... 13
Chapter X: Return of Residual Assets, Etc. ....................................................................................................... 14
Article 46 Return of Residual Assets ........................................................................................................... 14
Article 47 Dividends ..................................................................................................................................... 14
Chapter XI: Amendments, Etc. to General Rules .............................................................................................. 14
Article 48 Amendments to General Rules .................................................................................................... 14
Article 49 Abolishment of General Rules ..................................................................................................... 14
Chapter XII: Method of Public Notice ................................................................................................................ 15
Article 50 Method of Public Notices ............................................................................................................. 15
Chapter XIII: Supplementary Provisions............................................................................................................ 15
Article 51 Procedures for Amendment to General Rules ............................................................................. 15
Article 52 Indemnification............................................................................................................................. 15
Additional Provisions ......................................................................................................................................... 15
Article 1 Non-Resident Members and Overseas Members ......................................................................... 15
Article 2 Officers, Etc. at Time of Establishment.......................................................................................... 16
Article 3 Effective Date and Date of Establishment ..................................................................................... 16
Article 4 Initial Fiscal Year ............................................................................................................................ 16
Appendix ............................................................................................................................................................ 16
Use of Building Maintenance Reserve .......................................................................................................... 16

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Chapter I: General Provisions
Article 1 Name
The name of the Association shall be the Tokyo American Club (in Japanese, ippan shadan hojin Tokyo
American Club or 一般社団法人 東京アメリカンクラブ) (hereinafter, the “Club”).
Article 2 Office Location
The principal office of the Club shall be located at 2-1-2 Azabudai, Minato-ku, Tokyo.
Article 3

General Rules

1.
The Club shall establish General Rules pursuant to these Articles of Association and with regard tomatters that are necessary to implement these Articles of Association.
2.
The General Rules shall be adopted, amended or abolished by a resolution of the Board of Governors,
except as provided in Articles 48 and 49.

Chapter II: Purpose and Activities
Article 4 Purposes
The purposes of the Club are, among other lawful objects, to improve international relations, especially between
the United States and Japan, and to promote the interchange of culture among countries.
Article 5 Business Activities
1.

The Club shall engage in the following activities to accomplish the purposes set forth in Article 4.
(1) Own, operate, and provide buildings and other facilities for and promote social activities, entertainment,
recreation, exercise, and cultural and intellectual pursuits.
(2) Any other activities necessary to achieve the purposes of the Club.

2.

The Business Activities described in Article 5.1 shall be performed in Tokyo.

Chapter III: Club Members
Article 6 Composition of the ClubThe Club shall be composed of individuals that support the activities of the Club and have become Club
Members (kai-in) pursuant to the provisions set forth in this Chapter.

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Article 7 Club Members
1.

The Club shall have the following classes of Club Members as defined in the General Rules:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)

Resident Regular Members
Company Regular Members
Term Regular Members
Family Members
Adult Family Members
Special Members
Honorary MembersLife Members
Senior Members
Junior Members
Resident Satellite Club Members
Company Satellite Club Members

2.
Of the Club Member classes set forth in Article 7.1, only “Resident Regular Members”, “Company
Regular Members”, “Term Regular Members” (collectively, “Regular Members”) and Designated Spouses as
defined in Article 13.8, shall be qualified to become a Voting Member (sha-in) as described in the Act on General
Incorporated Associations and General Incorporated Foundations.
3.
Matters with respect to Club Members shall, in addition to these Articles of Association, be set forth in
the General Rules.
4.
No Club Member shall, except as may otherwise be provided for herein, be deprived of his/her status
as a Club Member by any amendment to these Articles of Association when such Club Member status wasproperly acquired prior to such amendment.
Article 8 Joining the Club1.
An individual who has joined this Club pursuant to the provisions set forth in this Article shall acquire
the status of a Club Member.
2.
An individual who desires to become a Club Member shall submit an application to the Club, satisfy
the requirements and procedures for obtaining the status of Club Member, and obtain the approval of the Boardof Governors, all as set forth in the General Rules.
Article 9 Expenses, Etc.
Club Members shall bear the obligation of paying fees, dues, deposits and assessments as set forth in the
Appendix attached separately to the General Rules.

2Article 10 Maintenance of Status as Club Member
The status of Club Member shall be, and can be, maintained only by full and timely payment of dues andaccounts and the fulfillment of all other obligations relative thereto and compliance with other conditions as set
forth in these Articles of Association or the General Rules.
Article 11 Resignation
1.
Any Club Member may resign from the Club at any time, provided that said Club Member (a) is a Club
Member in good standing at the time of resignation, (b) notifies the Secretary in writing at least thirty (30) days
prior to the effective date of the resignation, and (c) pays all dues and charges up to and including the month inwhich the resignation becomes effective.
2.
Notwithstanding the preceding paragraph, a Club Member shall be deemed to have resigned from theClub due to any of the following reasons:(1) Death(2) Transfer of membership(3) Failure to pay account in full by the last day of the month of suspension for delinquency. The
Member shall be informed of delinquency procedures in accordance with General Rules Section
27 Delinquency: Notice of delinquency in writing by the Treasurer for failure to pay indebtednessby the last day of the month of issuance of any statement from the Club; posting of the name of theClub Member together with the amount due to the Club on the Club’s Official Bulletin Board if
payment is not received by the last day of the month of issuance of the notice of delinquency(posting may be waived by the Treasurer with sufficient reason i.e., incapacitation due to illness,family emergency etc.); suspension of Membership privileges if indebtedness is not paid by thelast day of the month of posting on the Club’s Official Bulletin Board.
3.

Upon resignation, the Club Member loses his/her status of a Club Member.

4.
Other matters pertaining to the resignation and procedures for collection on unpaid accounts of a Club
Member shall be set forth as necessary in the General Rules.
Article 12 Suspension and Expulsion
1.
The Club shall be able to suspend or expel a Club Member in any one of the following cases, based
upon a resolution of the Board of Governors:(1) nonpayment of debts to the Club for ninety (90) days or more
(2) violation of any provision of these Articles, the General Rules or other Club regulations(3) commission of a felony or other serious violation of law(4) other acts and activities deemed harmful or prejudicial to the Club(5) other actions deemed detrimental to the best interests or reputation of the Club
2
Procedures related to expulsion, suspension and other disciplinary issues shall be as set forth in the
General Rules.

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Chapter IV: Voting Members
Article 13 Voting Members
1.
A Voting Member (sha-in) shall be a Regular Member or a Designated Spouse who has obtained andcurrently holds the status of a Voting Member based upon these Articles of Association.
2.
A Regular Member can obtain the status of Voting Member by choosing, upon becoming a Regular
Member, to register with the Club (pursuant to procedures set forth in the General Rules) as a Voting Member inorder to participate actively in the Club’s governance, which shall include in particular, a desire and commitment
to exercise the right and privilege to vote at General Meetings.
3.
A Regular Member who does not choose to become a Voting Member upon becoming a Regular
Member nevertheless shall be able to later elect to become a Voting Member pursuant to procedures set forth in
the General Rules, provided that such Regular Member has not obtained and then lost the status of Voting
Member within the immediately preceding 13 month period.
4.

A Voting Member shall lose the status of Voting Member in any of the following cases:(1) Such Voting Member fails to exercise the right to vote at a General Meeting, either in person, byelectronic means or by proxy, notwithstanding having been notified of the General Meeting andhaving been provided the opportunity to exercise the right to vote; or(2) Such Voting Member loses the status of Regular Member except in cases of expulsion pursuant to
Article 12.1.

5.
A Voting Member who has lost the status of Voting Member shall not be permitted to apply to becomea Voting Member again for a period of thirteen (13) months.
6.
Subject to the provisions of these Articles of Association, the detailed procedures and documentation
required to become a Voting Member shall be determined by the Board of Governors.
7.
Subject to the provisions of these Articles of Association, the detailed procedures and documentationin connection with the loss of status as a Voting Member shall be determined by the Board of Governors.
8.
A Regular Member who has been in good standing for one (1) year and otherwise satisfies therequirements of this Article 13 may elect, in lieu of becoming or continuing to be a Voting Member himself or
herself, to designate his/her spouse to become a Voting Member pursuant to this Article 13 (“DesignatedSpouse”), provided that (i) such spouse shall, for this purpose only, be deemed to be a Regular Member during
such period as he/she has the status of Designated Spouse and (ii) shall satisfy the requirements of this Article
13. A Regular Member who designates his/her spouse as a Designated Spouse shall not have the right to again
become a Voting Member, unless the Designated Spouse resigns as a Voting Member.

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Article 14 Voting Member List
A Voting Member List (meaning a voting member list prepared by the Club in accordance with the provisions of
the Act Concerning General Incorporated Associations and General Incorporated Foundations) shall be
prepared using paper records or electronic records as set forth in the General Rules.

Chapter V: General Meetings
Article 15 Annual General Meetings and Extraordinary General Meetings
1.
General Meetings of Voting Members of the Club shall consist of Annual General Meetings to be held
once annually during November or December and Extraordinary General Meetings to be held whenevernecessary.
2.
Voting Members and Club Members who are not Voting Members may attend a General Meeting of
the Club; provided, however, that only Voting Members shall have the right to vote at a General Meeting.
Article 16 Authority
A General Meeting shall resolve the following matters.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)

Election or dismissal of Governors
Selection or dismissal of Statutory Auditors and External Auditor
Approval of balance sheets, income statements, and cash-flow statements
Operating budget for the next fiscal year
Amendments to these Articles of Association
Amendments to the General Rules as required by these Articles of Association
Dissolution and the disposition of residual assets
Disposition of significant assets
Expulsion of a Voting Member
Amendments to membership dues or assessments of the Club contained in the Appendix to theGeneral Rules
Other matters to be resolved by a General Meeting as provided by law or these Articles of
Association

Article 17 Convocation
1.
Except as otherwise provided by law, General Meetings shall be convened by the Representative
Governor following a resolution of the Board of Governors.
2.
Notice of convocation of a General Meeting shall be provided to each Voting Member at least fourteen(14) days prior to the meeting.
3.
Notwithstanding the provisions of Article 17.2, a General Meeting may take place without following theconvening procedures if all Voting Members have given their consent.

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4.
Ten percent (10%) or more of the Voting Members stating the purpose thereof may request theRepresentative Governor to convene an Extraordinary General Meeting to be held within 40 days of the Boardof Governors receiving such request.
5.
In the event of a request for convocation pursuant to the provisions of Article 17.4, the Board ofGovernors shall call an Extraordinary General Meeting to be held within 40 days from receipt of such request.
6.
All matters not provided for in these Articles of Association with respect to the formalities for convening
and conducting General Meetings and the method of adopting resolutions and conducting elections shall be set
forth in the General Rules.
Article 18 Chairperson
The chairperson at a General Meeting shall be the Representative Governor. In the event he/she is not available,a Vice-President, or if no Vice-President is available, another member of the Board of Governors designated by
the Board of Governors shall preside.
Article 19 Voting
1.

Each Voting Member shall have one vote at a General Meeting.

2.
Voting Members shall have the right to exercise a vote at a General Meeting in person, by electronicmeans (including Internet voting) for advance voting, or by proxy given to another Voting Member.
3.
In the event of a vote by proxy pursuant to Article 19.2, the Voting Member granting the proxy or the
Voting Member holding the proxy shall submit to the Club a document evidencing the authority of proxy,
pursuant to procedures set forth in the General Rules.
4.
A Voting Member holding a proxy must declare their presence to the Tellers at the General Meeting
during the first 15 minutes of the meeting to cast the proxy vote.
5.

A separate grant of authority of proxy pursuant to Article 19.2 is required for each General Meeting.

Article 20 Method of Resolutions
1.
Unless otherwise provided under law or in these Articles of Association, resolutions of a General
Meeting shall be adopted by a vote of a majority of the Voting Members in attendance exercising a majority ofthe votes of the Voting Members.
2.
Notwithstanding the provisions of Article 20.1 above, resolutions in respect of the following mattersshall be adopted by a two-thirds vote of the Voting Members exercising a majority of the votes of the Voting
Members.
(1) Expulsion of Voting Members(2) Dismissal of Statutory Auditors(3) Amendments to Articles of Association(4) Dissolution6

(5) Disposition of principal assets of the Club, which consists of land and principal buildings(6) Other matters as provided by law
3.
A resolution described in Article 20.2 (4) or (5) above shall, in addition to the requirements set forth in
Article 20.2, require the affirmative vote of eight-tenths (80%) of the Voting Members who are citizens of theUnited States.
4.
A resolution described in Article 20.2(3), excluding amendments to Article 20.2(4) and Article 20.2(5)shall, in addition to the requirements set forth in Article 20.2, require the affirmative vote of two-thirds of the
Voting Members who are citizens of the United States.
5.
Resolutions to amend Article 20.3 shall require the affirmative vote of eight-tenths (80%) of the Voting
Members who are citizens of the United States.
6.
With respect to resolutions for proposals for the election of Governors and Statutory Auditors, aresolution pursuant to Article 20.1 must be made for each candidate. In the event that the number of candidates
for the positions of Governor in each category and Statutory Auditors exceeds the limit per category as set forthin Article 22 and 23, positions shall be filled from among the candidates receiving a majority support in the orderof number of votes received within each category until each limit per category is reached.
Article 21 General Meeting Minutes
1.

As provided by law, minutes of the General Meeting shall be prepared.

2.
The chairperson of a General Meeting and the Secretary shall sign their names and/or affix their seals
to the minutes.

Chapter VI: Officers and External Auditor
Article 22 Elected Officers and External Auditor
The Club shall have the following officers and External Auditor (hereafter “Officers”), each of whom shall beelected by a resolution of a General Meeting:(1) Governors(2) Statutory Auditors(3) External Auditor

Three (3) or more and up to fourteen (14)
Up to two (2)One (1)

Article 23 Qualification of Governors
1.
Governors shall have been a Voting Member for at least one (1) year immediately prior to assuming
office, and shall lose the status of Governor in the event a Governor (i.) loses or cancels Voting Member status,or (ii.) resigns from the Club, or is suspended, expelled or deemed resigned from the Club.
2.
A Member who has served four full-year terms as Representative Governor (to include as President)
shall be ineligible to stand in the election of Governors.

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3.
The maximum number of Governors shall be nine (9) citizens of the United States of America, two (2)Japanese nationals, two (2) persons of other nationality and one (1) representative of the Connections group.
Article 24 Duties and Authority of Governors
The Governors shall form the Board of Governors and shall have such authority and shall execute theirrespective duties, as provided by law and by these Articles of Association or the General Rules.
Article 25 Duties and Authority of Statutory Auditors
1.
The Statutory Auditors shall audit the execution of the duties of the Governors and prepare an audit
report as provided by law.
2.
The Statutory Auditors may, at any time, request activity reports from the Governors and investigate
the operations and financial status of the Club.
Article 26 Duties and Authority of External Auditor
1.
The External Auditor as provided by law shall audit the balance sheet, income statement of the Club,as well as any supplementary schedules thereof, and cash flow statements, and shall prepare an audit report.
2.
The External Auditor may at any time review and make copies of the following or request accounting
related information from Governors and management of the Club.
(1) If a book of accounts or related materials have been created in writing, then the applicable
documents.
(2) If a book of accounts or related materials have been created in electronic format, records to bedisclosed as provided by law of the applicable electronic records.
Article 27 Term of Office1.
Every other year, five (5) citizens of the United States of America, one (1) Japanese national and one(1) person of any other nationality may be elected as Governors for a two-year term. Every following year, four(4) citizens of the United States of America, one (1) Japanese national, one (1) person of any other nationality
and one (1) representative of the Connections group may be elected as Governors for a two-year term. In theevent that an election fails to fill all available positions, or a position is vacated mid-term, additional Governors
may be elected at a subsequent General Meeting to fill vacant positions in accordance with Article 27.5.
2.
The term of office of Governors shall be until the close of the Annual General Meeting held in respectof the business year that ended within two (2) years from the date of election to office, up to a maximum of three(3) consecutive terms.
3.
The term of office of Statutory Auditors shall be until the close of the Annual General Meeting held inrespect of the business year that ended within two (2) years from the date of appointment of office, up to a
maximum of three (3) consecutive terms.

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4.
After the term limits set forth in Articles 27.2 and 27.3 are reached, at least one (1) year must pass
before a Governor or Statutory Auditor can seek re-election or reappointment.
5.
The term of office of Governors or Statutory Auditors elected to fill a vacancy, either due tonon-election or resignation, shall be until the end of the term of the vacant position. An appointment to fill avacancy shall not be taken into account in determining term limits.
6.
In the event of a shortfall in the number of Governors or Statutory Auditors as prescribed in Article 22,
Governors or Statutory Auditors who retired from office due to an expiration of his/her term of office orresignation shall continue to assume the rights and obligation of the office until a new person is elected.
7.
The term of office of the External Auditor shall be until the close of the General Meeting of Members
held in respect of the business year that ended within one (1) year from the date of appointment of office.
Provided, however that if there are no resolutions to the contrary at a General Meeting thereof, the External
Auditor shall be deemed to have been re-appointed.
Article 28 Dismissal of Governors, Statutory Auditors and External Auditor
1.
Governors, Statutory Auditors, and External Auditor may be dismissed by resolution of a General
Meeting.
2.
A Statutory Auditor may with the approval of all Statutory Auditors of the Club, dismiss the External
Auditor upon any of the following.
(1)
(2)
(3)

Acting in violation of obligations of duty or failing to perform duties in a timely manner
Acting in a manner inappropriate of an External Auditor
Mental incapacity resulting in a hindrance in the execution of tasks or otherwise incapable ofperforming the task.
3.
In case of a dismissal under Article 28.2, the Statutory Auditors shall report the dismissal and thereason for dismissal at the first convocation of a General Meeting after the dismissal.
Article 29 Remuneration
1.

Governors and Statutory Auditors shall receive no remuneration.

2.
The remuneration and other consideration of the External Auditor shall be determined through anagreement of a majority of the Statutory Auditors and approved by the Board of Governors.
Article 30 Executive Governors
1.
The Club shall have the following executive governors to be appointed by the Board of Governors fromamong its members:(1)(2)

Representative Governor
Vice Presidents
One (1) or more up to three (3)92.
Representative Governor (President). The Board of Governors shall appoint one of its members to be
Representative Governor, who shall perform the tasks and duties of a representative governor as set forth in thelaw and these Articles of Association, including the execution of the operations of the Club subject to the
instructions of the Board of Governors and in accordance with the General Rules. The Representative Governor
may also be known as the “President.”
3.
A Governor may not serve as Representative Governor for more than four, one-year terms duringhis/her total years as a Governor. For this purpose only, a one-year term is defined as starting from election to
the position of Representative Governor and ending at the close of the next Annual General Meeting, or earlier
pursuant to Article 16, Article 28.1 or Article 33.1.
4.
Vice Presidents. A Vice-President shall support the Representative Governor in performing his/herduties as set forth in these Articles of Association and the General Rules.
Article 31 Liability Limitations
An exemption from liability for Officers as set forth in Article 111.1 of the Act on General Incorporated
Associations and General Incorporated Foundations, may be given pursuant to Article 114.1 of the same Act, by
a resolution of the Board of Governors, to the extent of the amount obtained by subtracting the minimum liability
amount from the amount for which they are liable.

Chapter VII: Board of Governors
Article 32 Board of Governors
1.

The Club shall establish a Board of Governors.

2.

The Board of Governors shall consist of all Governors.

Article 33 Authority of Board of Governors
1.

The Board of Governors shall have the following duties.
(1) Appointment and dismissal of the Representative Governor and Vice-Presidents(2) Appointment and dismissal of the Secretary and Treasurer(3) Deciding the policy for the execution of the operations of the Club
(4) Supervising the execution of the duties by individual Governors(5) Deciding and supervising the payment of loans in accordance with loan agreements. Aneight-tenths (80%) majority vote of the Board of Governors is required to resolve to skip, to pay
less than the full amount of, or to make advance payment.
(6) Deciding the sufficient funding of the building maintenance reserve and approving the use of thereserve funds for medium- and high-priority (see appendix for details), long-term building projects
and equipment maintenance and end-of-life replacement. In the case of an emergency or disaster
where emergency repairs are required, the Board may authorize the use of this reserve to fundsuch repairs or the deductible amount for insurance claims covering such emergencies ordisasters.

10(7) Such other duties as are set forth in the law, these Articles of Association or the General Rules
2.
In appointing the Representative Governor pursuant to Article 33.1, the Board of Governors shallselect a person who is a citizen of the United States and a resident of Japan. Furthermore, a Governor shall belimited to four, one-year terms as Representative Governor and may not be appointed for any additional period
as Representative Governor.
Article 34 Convocation
1.
Meetings of the Board of Governors shall be convened by the Representative Governor on a regularbasis, with a minimum number of meetings per year as required by law.
2.
When the position of Representative Governor is vacant or the Representative Governor is unable toconvene a meeting of the Board of Governors, any other Governor shall be able to convene the meeting.
3.
At least three (3) days notice shall be given to Members of the Board of Governors of all Board
meetings. This period may be shortened, however, in case of emergency if all Board Members agree, provided
that in such case resolutions shall be passed only with the affirmative vote of a majority of all Board Members.
Article 35 Resolutions
1.
Resolutions of the Board of Governors (except for resolutions at a meeting convened according to theprovisions of Article 34.3) shall be adopted by a majority vote of Governors where a majority of the Governors
are in attendance, excluding any Governors with a special interest in the resolution, and in the event of a tie, thechairman of the meeting shall have the deciding vote.
2.
In consideration of the provisions of Article 35.1 above, the chairman of the meeting may not exercise
his/her vote as Governor.
Article 36 Board Minutes
1.
As provided by law, minutes shall be prepared to memorialize the proceedings of a meeting of theBoard of Governors.
2.
The Representative Governor, the Secretary and Statutory Auditors present at the meeting shall sign
and/or affix their seals to the minutes described in Article 36.1 above.

Chapter VIII: Other Management
Article 37 Secretary
The Club shall have a Secretary. The Secretary shall keep records of all General Meetings of the Club andmeetings of the Board of Governors and perform such other duties and exercise such other powers as may beprovided for in the General Rules or authorized or directed by the Board of Governors.

11Article 38 Treasurer
The Club shall have a Treasurer. The Treasurer shall, under the general direction and authority of the Board ofGovernors, be responsible for overseeing asset management, reviewing budgets and submitting financial
reports to the Board of Governors and Club Members as may be required and shall perform such other duties
and exercise such other powers as may be provided for in the General Rules or be authorized or directed by the
Board of Governors.
Article 39 Honorary President
1.
The Club shall have an Honorary President who shall be the Ambassador of the United States ofAmerica to Japan and who, upon election by the Board of Governors and his/her acceptance, shall be installed
at a meeting of the Club.
2.

The Ambassador shall hold the Honorary Presidency during his/her term as Ambassador to Japan.

3.

The Honorary President shall have the following duties:(1) Provide advice to the Representative Governor of the Club when necessary(2) Offer opinions for reference with respect to matters being deliberated by the Board of Governors

Article 40 General Manager
The Club shall employ a General Manager who shall be selected and appointed by the Board of Governors andwhose basic duties shall be as set forth in the General Rules and whose remuneration and other terms of
employment shall be determined by the Board of Governors.
Article 41 Committees
1.
To facilitate smooth operations, the Club shall have the following standing Committees: Executive
Committee, House Committee, Finance Committee, and Membership Committee. The Club shall also have a
Nominating Committee whose Chairperson shall be appointed by the Board of Governors. The Board ofGovernors shall solicit suggestions for the Chairperson of the Nominating Committee as it considers appropriate
and may seek advice from current, outgoing or recent past Representative Governors and/or Nominating
Committee Chairpersons.
2.
The Club may have additional standing and special committees as set forth in the General Rules or asotherwise determined by the Board of Governors. All Committees, both Standing and Special, shall report to theBoard of Governors. The Chairpersons of all standing committees, with the exception of the Nominating
Committee, shall be appointed by the President, subject to approval by the Board of Governors, at the beginningof each calendar year or as vacancies arise, as provided for elsewhere in these Articles and in the General
Rules.
3.

The duties and responsibilities of Standing Committees shall be provided for in the General Rules.

12Article 42 Connections Group1.
There shall be a Connections group which shall be an integral part of the Club and it shall have as its
object the furtherance of the objects of the Club within the framework of policy established by the Board ofGovernors.
2.
The Connections group shall elect its own officers, including a Connections President. The
Connections President must be a Regular Member or a Designated Spouse and also shall be a Voting Member.
3.
The Connections group shall have its own financial accounts. Assets held by the Connections groupshall be considered to be assets of the Club and its accounts shall be subject to audit by the External Auditor.
Cash generated by the Connections group shall be utilized only in accordance with its objectives, subject to theoversight of the Board of Governors.
4.

Only a Club Member may be a member of the Connections group.

Chapter IX: Assets and Accounts
Article 43 Fiscal YearThe fiscal year of the Club shall commence on October 1 of each year and end on September 30.
Article 44 Business Plan and Financial Projections
1.
The Representative Governor shall prepare a business plan, budget and documents estimating
expected borrowing and infrastructure investment of the Club prior to the start date of each business year andmust receive approval of the Board of Governors. The same shall be the case in the event of an amendment tothe above.
2.
The documents set forth in Article 44.1 above must be kept at the principal business office of the Club
until the end of the business year thereof.
Article 45 Business Reports and Financial Reports
1.
With respect to the business reports and financial reports of the Club, the Representative Governor
must prepare the following documents, and receive approval of the Board of Governors, following an audit of the
documents by the Statutory Auditors and an audit of items (3) to (6) below by the External Auditor following theconclusion of each business year.
(1) Business report(2) Supplementary schedules of the business report(3) Balance sheet(4) Income statement(5) Supplementary schedules of the balance sheet and income statement(6) Cash flow statement(7) Building maintenance reserve report13

2.
The documents that were approved pursuant to the provisions of Article 45.1 above shall be reported
at the Annual General Meeting. Provided, however, when the provisions of Article 48 of the “Ordinance for
Enforcement of Act Concerning General Incorporated Associations and General Incorporated Foundations” arenot applicable, with the exception of item 1, instead of just reporting to the Annual General Meeting, approval of
the Annual General Meeting must be received.
3.
In addition to the documents set forth in Article 45.1, the following documents shall be kept at the
principal office of the Club for five (5) years, and the Articles of Association and Voting Member List shall also be
kept at the principal office of the Club.
(1) Audit report(2) External audit report

Chapter X: Return of Residual Assets, Etc.
Article 46 Return of Residual Assets
In the event that the Club liquidates, its residual assets shall be donated to an entity listed in Article 5.17 of the“Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations”
or a national or local government organization in accordance with a resolution of a General Meeting.
Article 47 Dividends
The Club shall not distribute surplus assets.

Chapter XI: Amendments, Etc. to General Rules
Article 48 Amendments to General Rules
Amendments to the General Rules concerning the following shall require a resolution at a General Meeting:(1)
Article 7 (Club Members)(2)
Article 8 (Joining the Club)(3)
Article 9 (Expenses, Etc.) relating to dues and assessments(4)
Article 10 (Maintenance of Status as Club Member)(5)
Article 12 (Suspension and Expulsion)(6)
Article 17.6 (Convocation)(7)
Article 24 (Duties and Authority of Governors)(8)
Article 33 (Authority of Board of Governors)
Article 49 Abolishment of General Rules
Abolishment of the General Rules shall require a resolution at a General Meeting.

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Chapter XII: Method of Public Notice
Article 50 Method of Public Notices
1.

Public notices of the Club shall be made by electronic announcement through the Club’s website.

2.
In the event that electronic announcement pursuant to Article 50.1 can not be performed due to an
accident or other unavoidable reason, public announcement shall be made in the Official Gazette.

Chapter XIII: Supplementary Provisions
Article 51 Procedures for Amendment to General Rules
The Representative Governor must provide written notice of any proposed changes to the General Rules, alongwith the text of the proposed changes, to the members of the Board of Governors, at least seven (7) days inadvance of a Board of Governors meeting.
Article 52 Indemnification
The Club shall hold harmless and indemnify the Governors, Statutory Auditors, and the General Manager
against any claims or legal actions which may be brought against them jointly or severally in connection with
their Club responsibilities and to pay or reimburse them for all reasonable costs and expenses incurred indefending same provided, however, that this shall not apply if said Governor, Statutory Auditor, or General
Manager is convicted as a result of such legal actions of intentional violations of the law.

Additional Provisions
Article 1 Non-Resident Members and Overseas Members
1.
Club Members who have formerly acquired the status of Non-Resident Regular Member prior to thedate of registration as a General Incorporated Association or Foundation as set forth in Article 121.1 of the “ActConcerning Laws Relating to the Enforcement of the Act Concerning General Incorporated Associations andGeneral Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations
and Public Interest Incorporated Foundations,” as applied mutatis mutandis by replacing the relevant terms
under Article 106.1 of the same Act and have maintained that status, shall be qualified to become a Voting
Member (sha-in) as described in the Act on General Incorporated Associations and General Incorporated
Foundations and have all the rights and obligations of a Club Member of the Club, and shall be subject to theprovisions of these Articles of Association and the General Rules.

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2.
Club Members who have formerly acquired the status of Overseas Member prior to the date ofregistration as a General Incorporated Association or Foundation as set forth in Article 121.1 of the “ActConcerning Laws Relating to the Enforcement of the Act Concerning General Incorporated Associations andGeneral Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations
and Public Interest Incorporated Foundations,” as applied mutatis mutandis by replacing the relevant terms
under Article 106.1 of the same Act and have maintained that status shall have all the rights and obligations of aClub Member of the Club, and shall be subject to the provisions of these Articles of Association and the General
Rules.
Article 2 Officers, Etc. at Time of Establishment
The Representative Governor and External Auditor at the time of establishment shall be as follows:
Representative Governor: Lance E. Lee
External Auditor: Yusei Audit and Company
Article 3 Effective Date and Date of Establishment
These Articles of Association shall become effective from the date of registration as a General Incorporated
Association or Foundation as set forth in Article 121.1 of the “Act Concerning Laws Relating to the Enforcementof the Act Concerning General Incorporated Associations and General Incorporated Foundations and the Act on
Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations,” asapplied mutatis mutandis by replacing the relevant terms under Article 106.1 of the same Act.
Article 4 Initial Fiscal Year
Notwithstanding the provisions of Article 43, the day prior to dissolution as a Transitory Civil Code Corporation
shall be the final day of the current business year, and the date of registration as a General Incorporated
Association or Foundation shall be start of the new business year pursuant to the provisions of Article 121.1 ofthe “Act Concerning Laws Relating to the Enforcement of the Act Concerning General Incorporated
Associations and General Incorporated Foundations and the Act on Authorization of Public Interest
Incorporated Associations and Public Interest Incorporated Foundations,” as applied mutatis mutandis byreplacing the relevant terms under Article 106.1 of the same Act.

AppendixUse of Building Maintenance Reserve
Medium- and high-priority long-term building projects, equipment maintenance and end-of-life replacements
include, but are not limited to, the replacement of Club operation-sustaining equipment and facilities nearing theend of their useful life and/or the maintenance of equipment and facilities to ensure Club operations are notinterrupted, Member satisfaction is not negatively impacted, or employee and/or Member safety and health isnot put at risk.
Project priority definitions:16

High: Replace as scheduled to avoid equipment failure, disruption to Club operations and/or
possible injury.
Medium: Preferable to replace as scheduled to avoid partial equipment failure and possible
disruption to Club operations.
Low: Equipment failure and disruption to Club operations are unlikely and equipment can be
managed with periodic maintenance.

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