Exhibit 1.1
(TRANSLATION)
**ARTICLES OF INCORPORATION**
   Executed on December 3, 1992   Amended on June 27, 2003  
**CHAPTER I.     GENERAL PROVISIONS**
**Article 1.     (Corporate Name)**
        The Company shall be called Kabushiki Kaisha Internet Initiative, whichshall be expressed in English as Internet Initiative Japan Inc.
**Article 2.     (Objects)**
        The objects of the Company shall be to engage in the following categoriesof business:
 (1) Telecommunications business;  (2) Telecommunications construction business;  (3) Manufacture, construction, development, sale, purchase,lease, export and import of telecommunications’ machinery andequipment, telecommunications facilities, software andtelecommunications systems;  (4) Administration, maintenance and operation oftelecommunications’ machinery and equipment, telecommunicationsfacilities, software and telecommunications systems;  (5) Consulting service related to the foregoing;
 

 

 (6) Research, study, education and training related to theforegoing;  (7) The sale and purchase of telephone subscriber’s rights; and  (8) Any and all businesses incidental or related to theforegoing.
**Article 3.     (Location of Head Office)**
        The Company shall have its head office in Chiyoda-ku, Tokyo.
**Article 4.     (Method of Public Notice)**
        Public notices of the Company shall be given in the Nihon Keizai Shinbun.
**CHAPTER II.     SHARES**
**Article 5.     (Total Number of Shares Authorized to be Issued)**
        The total number of shares authorized to be issued by the Company shall beseventy five thousand five hundred and twenty (75,520) shares; provided that incase of retirement of any shares, the number of shares subject to retirementshall be reduced from the total number of shares authorized to be issued.
**Article 6.     (Handling of Shares and Fractional Shares)**
        Kinds of share certificates to be issued by the Company, and mattersconcerning registration of transfer of shares, registration of pledges,indication of trust property, purchase of fractional shares, reissue of sharecertificates and other procedures concerning shares and handling chargesthereof shall be governed by the Share Handling Regulations to be prescribed by the Board of Directors.
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**Article 7.     (Transfer Agent)**
        The Company shall appoint a transfer agent for the handling of its sharesand fractional shares.
2.     The transfer agent and its place of business shall be designated by aresolution of the Board of Directors.
3.     The register of shareholders, the original register of fractional shares ofthe Company and the register of lost share certificates shall be kept by thetransfer agent at its place of business, and matters concerning registration oftransfer of shares, registration of pledges, indication of trust property,delivery of share certificates, acceptance of reports by shareholders, listingor recording into the original register of fractional shares and the registerof lost share certificates and other matters concerning shares and fractionalshares shall be handled by the transfer agent, and the Company shall not handleany such matters.
**Article 8.     (Record Date)**
        The shareholders entitled to exercise voting rights at the ordinarygeneral meeting of shareholders of the Company relevant to each fiscal yearshall be those shareholders with voting rights who are listed or recorded inthe last register of shareholders as of March 31 of the fiscal year.
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2.     In addition to the preceding paragraph, whenever necessary, the Company mayprovisionally fix a record date after giving a public notice according to aresolution of the Board of Directors and may deem the shareholders or pledgees who are listed or recorded in thelast register of shareholders as of the record date, or holders of fractionalshares who are listed or recorded in the last original register of fractionalshares as of the record date, as the shareholders, registered pledgees orholders of fractional shares entitled to exercise the relevant rights.
**CHAPTER III.     GENERAL MEETING OF SHAREHOLDERS**
**Article 9.     (Convocation)**
        An ordinary general meeting of shareholders of the Company shall be heldwithin three (3) months from the day immediately following the settlement ofaccounts of each fiscal year and an extraordinary general meeting ofshareholders may be held from time to time whenever necessary.
**Article 10.     (Chairman)**
        The President shall chair a general meeting of shareholders. Should thePresident be unable to so act, another director shall act in his/her place inthe order predetermined by the Board of Directors.
**Article 11.     (Voting by Proxy)**
        A shareholder may exercise his/her voting right through anothershareholder having voting rights acting as a proxy in a general meeting ofshareholders.
2.     In the case of the preceding paragraph, the shareholder or his/herproxy shall submit to the Company an instrument evidencing his/her power asproxy for each general meeting of shareholders.
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**Article 12.1.     (Method of Resolution)**
        Unless otherwise provided for by law or these Articles of Incorporation,resolutions of a general meeting of shareholders shall be adopted by a majorityvote of shareholders present at the meeting.
2.     Special resolutions under Article 343 of the Commercial Code of Japan andother resolutions to which the method of resolution of aforementioned Articleis applied mutatis mutandis by laws or regulations shall be passed bytwo-thirds or more of the voting rights of the shareholders present havingone-third or more of the voting rights of all shareholders.
**Article 13.     (Minutes)**
        The summary of proceedings at a general meeting of shareholders and theresults thereof shall be recorded in the minutes of the meeting, which shallbear the signatures, printed names and seal impressions, or digital signaturesof the chairman of the meeting and the directors who were present at themeeting.
**CHAPTER IV.     DIRECTORS AND THE BOARD OF DIRECTORS**
**Article 14.     (Number of Directors)**
        The number of directors of the Company shall be between three (3) andseven (7).
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**Article 15.     (Election)**
        A resolution for election of directors shall be made by a majority ofvoting rights of the shareholders present at the meeting where the shareholdersrepresenting one third (1/3) or more of the total number of the voting rightsof all shareholders are present; provided that cumulative voting shall not beadopted for such election.
**Article 16.     (Term of Office of Directors)**
        The term of office of directors shall expire at the close of the ordinarygeneral meeting of shareholders held in relation to the last settlement ofaccounts within two (2) years following their assumption of office.
**Article 17.     (Convocation of Meetings of the Board of Directors)**
        Unless otherwise provided for by law, a meeting of the Board of Directorsshall be convened and chaired by the President.
2.     The notice of convocation of a meeting of the Board of Directors shall begiven to each director and statutory auditor at least three (3) days prior tothe day set for such meeting; provided, however, that this period may befurther shortened under pressing circumstances.
3.     Matters concerning operation of meetings of the Board of Directors, etc.shall be governed by the Regulations of Board of Directors to be prescribed bythe Board of Directors.
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**Article 18.     (Representative Director and Directors with Specific Titles)**
        Representative Directors shall be elected among directors by theresolution of the Board of Directors. Each Representative Director shallseverally represent the Company.
2.     The Board of Directors may, by its resolution, select from among its membersone chairman of the Board of Directors, one President, several Vice Presidents,several Senior Managing Directors, several Managing Directors.
**Article 19.     (Method of Resolution of the Meeting of the Board of Directors)**
        A resolution of the Board of Directors shall be adopted by a majority voteof the directors present at the meeting at which a majority of the directorsare present.
**Article 20.     (Remuneration and Retirement Allowances)**
        The remuneration and retirement allowances for directors shall bedetermined in a general meeting of shareholders.
**CHAPTER V.     STATUTORY AUDITORS AND THE BOARD OF STATUTORY AUDITORS**
**Article 21.     (Number of Statutory Auditors)**
        The Company shall have three (3) or more statutory auditors.
**Article 22.     (Election)**
        A resolution for election of statutory auditors shall be made by amajority of voting rights of the shareholders present at the meeting where theshareholders representing one third (1/3) or more of the total number of the voting rights of all shareholders arepresent.
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**Article 23.     (Term of Office of Statutory Auditors)**
        The term of office of statutory auditors shall expire at the close of theordinary general meeting of shareholders in relation to the last settlement ofaccounts within four (4) years following their assumption of office.
2.     The term of office of a statutory auditor elected to fill a vacancy shallexpire at such time as the term of office of his/her predecessor wouldotherwise expire.
**Article 24.     (Full-time Statutory Auditors)**
        The statutory auditors shall appoint a full-time statutory auditor(s) fromamong themselves. A standing statutory auditor(s) may be appointed from amongfull-time statutory auditors through mutual consultation among statutoryauditors.
**Article 25.     (Procedures for Convocation of the Meeting of the Board of Statutory Auditors)**
        A notice of the convocation of a meeting of the Board of StatutoryAuditors shall be given to each statutory auditor at least three (3) days priorto the date set for such meeting; provided, however, that such period may beshortened under pressing circumstances.
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2.     Matters concerning operation of meetings of the Board of Statutory Auditors,etc. shall be governed by the Regulations of Board of Statutory Auditors to beprescribed by the Board of Statutory Auditors.
**Article 26.     (Remuneration and Retirement Allowances for Statutory Auditors)**
        The remuneration and retirement allowances for statutory auditors shall bedetermined in a general meeting of shareholders.
**Article 26.2     (Exemptionof Liability for Statutory Auditors)**
        The Company may, pursuant to the provision of Article 280 paragraph 1 ofthe Commercial Code of Japan, with a resolution of the Board of Directors,exempt a statutory auditor (either incumbent or past) from liabilities only tothe extent permitted by laws or regulations.
**CHAPTER VI.     ACCOUNTING**
**Article 27.     (Fiscal Year)**
        The fiscal year of the Company shall commence on April 1 of each year andend on March 31 of the following year.
**Article 28.     (Fixing of Shareholders for Payment of Dividends)**
        Dividends shall be paid to the shareholders or pledgees who are listed onrecorded in the last register of shareholders as of March 31 of each year, orthe holders of fractional shares who are listed on recorded in the lastoriginal register of fractional shares as of the same date or who depositedtheir fractional share certificates with the Company as of such date.
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**Article 29.     (Interim Dividends)**
        The Company may, by resolution of the Board of Directors, pay interimdividends to shareholders or pledgees listed or recorded in the last registerof shareholders as of September 30 in each year or the holders of fractionalshares listed or recorded in the last original register of fractional shares asof the same day.
**Article 30.     (Dividends on Shares issued upon Conversion of Convertible Bonds)**
        The initial dividends and interim dividends on shares issued uponconversion of convertible bonds and fractional shares issued therewith shall bepaid, assuming that the conversion took place on April 1 if such conversionrequest is made during the period from April 1 to September 30 or on October 1if such conversion request is made during the period from October 1 to March 31of the following year.
**Article 31.     (Prescription Period of Dividends)**
        In case dividends or interim dividends remain unclaimed for three (3) fullyears after the first date of payment, the Company shall be relieved from theobligation to make payment thereof.
2.     No interest shall accrue on the outstanding dividends provided for in thepreceding paragraph.
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(Supplementary Provision)
**Article 1.**
        With regard to the term of office of statutory auditors who are incumbentbefore the close of the ordinary general meeting of shareholders held for thefirst settlement term ending after May 1, 2002, the phrase within three (3)years following their assumption of office in Article 23 hereof shall be readas within four (4) years following their assumption of office.
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