Chapter 1 General Provisions
(Name)
Article 1 The name of the organization shall be
NPO@lϊ{TRIZ¦ο (Japan TRIZ Society).
(Office)
Article 2 The principle
office of the organization shall be located in Hachioji City, Tokyo.
(Purpose)
Article 3 The purpose of the organization shall
be to disseminate information through training and education, conducting
meetings, publications, and the Internet regarding TRIZ and related
technologies to citizens, companies, government, and educational institutions,
and thereby promote technological revolution and industrial revitalization in
Japan and contribute to enhancing lifestyle and culture.
(Types of non-profit activities)
Article 4 The
organization shall carry out the following types of non-profit activities for
achieving the purpose set forth under the preceding article.
(1) Activities for
promoting social education and training
(2) Activities for the
development of science and technology
(Types of operation)
Article 5 The
organization shall undertake the following operations pertaining to non-profit
activities.
(1) Holding meetings
for conducting research and announcements related to TRIZ
(2) Improvement and
development of TRIZ and related techniques and methods
(3) Training and awareness activities by
operating the websites of TRIZ and related techniques and methods, and by
releasing publications
(4) Issuing bulletins
related to the activities of the corporation
Chapter 2
Membership
(Types of members)
Article 6 Members of the corporation shall be of
the following 5 types and full members shall be the Member under the Act on
Promotion of Specified Non-profit Activities (hereinafter referred to as the
gActh). Notwithstanding, this shall not come in the way of student members and
senior members becoming full members.
(1) Full members:
Individuals and associations who have agreed to the purpose of the organization
and joined the same
(2) Student members:
University students and post graduate students who have agreed to the purpose
of the organization and joined the same
(3) Senior members:
Individuals of the age 65 and above who have agreed to the purpose of the
organization and joined the same
(4) Supporting members: Individuals and
associations who have agreed to the purpose of the organization and who have
joined the organization for supporting the same
(5) Honorary members:
Individuals who have contributed to the development of the organization, where
such individuals are recommended by the
Board of Directors.
(New membership)
Article 7 The
organization shall not have any specific conditions on admission of new full
members.
2. The person who wants to obtain membership of the
organization shall apply directly to the Chairperson using the membership application
form designated separately by the Chairperson.
3. In the event of an application for a new
membership of a full member under the preceding paragraph, the Chairperson
shall accept the membership unless there are valid reasons.
4. In the event the Chairperson ejects the
membership application under the preceding paragraph, he/she shall promptly
notify the same in writing to the applicant stating the reasons for rejection.
5. In the event of an application for a new
membership of a supporting member, the Board of Directors shall accept or
reject the application based on the criteria defined separately by the Board of
Directors.
(Joining fee and membership fee)
Article 8 Members shall pay admission fee and membership fee specified
separately in the General Meeting.
(Loss of membership)
Article 9 A member of the organization shall lose
his/her membership in the event he/she falls under any of the following.
(1) A member submits a
notice of withdrawal of membership.
(2) A member passes away or disappears, or the
organization, which holds membership, dissolves itself.
(3) A member fails to pay
the membership fee for more than six months.
(4) A member is expelled
under the provisions of Article 11.
(Withdrawal of membership)
Article 10 A member can
withdraw membership by submitting a notice of withdrawal specified separately
to the Chairperson.
(Expulsion of member)
Article 11 The General Meeting resolution can
expel a member of the organization when the concerned member falls under any
one of the following.
(1) A member violates
the Articles of Incorporation.
(2) A member discredits
the organization and/or acts against the purpose of the organization.
2. When the General Meeting expels a member
under the provisions of the preceding paragraph, it must give an opportunity to
the concerned member to defend him/herself before voting.
(No-return policy)
Article 12 The organization shall not return
the admission fee, membership
fee and/or other money and goods that were submitted before expulsion of the
expelled member.
Chapter 3 Executives
(Types and number of executives)
Article 13 The
organization shall have the following executives.
(1) Directors: from three (3) to ten (10) members
(2) Auditors: from one (1) to three (3) members
2. From the directors, one persons shall be
appointed as the Chairperson f the board, and up to two persons shall be
appointed as the Vice-Chairperson of the board.
(Election)
Article 14 The General
Meeting shall elect directors and auditors.
2. The Chairperson and
the Vice-Chairperson shall be mutually elected from the directors.
3. There shall not be
more than one person amongst executives who is a spouse or relative within the
third degree of consanguinity of any other executive.
Said executive and his/her spouse and relatives within the third degree of
consanguinity may not constitute more than one-third of all executives.
4. The person(s) who fall under the category of Article 20 of the
Act must not become an executive of the organization.
5. Auditors must not concurrently hold the post of directors or
staff of the organization.
(Authority and Duty)
Article 15 The Chairperson shall represent the organization and
supervise its operations.
2. The Vice-Chairperson shall assist the Chairperson and, during
the time when the Chairperson cannot conduct his/her duties, fulfill the duties
of the Chairperson in accordance with the@orders set forth in advance.
3. Directors form the Board of Directors and execute the duties of
the organization based on the Articles of Incorporation and the resolutions
passed by the General Meeting or the Board of Directors.
4.
Auditors execute the following duties.
(1)
To audit management and administration of the organization.
(2)
To audit financial affairs of the organization.
(3)
To report to the General Meeting or the competent authority if the auditors
find inappropriate activities or serious violation of the Articles of
Incorporation, as the result of an audit based on Article 15.4.1 and Article
15.4.2.
(4)
To call a General Meeting when it is necessary to fulfill the duties declared
in Article 15.4.3.
(5)
To advise Directors or convene the Board of Directors regarding the performance of (a) Director(s) or financial affairs of the
organization.
(Term of Office)
Article 16 The term of office of executives shall
be two (2) years. Notwithstanding, the executives may be reappointed.
2. The term of office of a newly elected
executive due to a by-election or an increase in the number of members shall be
remaining period of the term of office of his / her immediate predecessor or
the present holder of the office respectively.
3. Upon resignation or completion of a term of
office, the executive must continue
to execute his/her duties until the successor is elected.
(Vacancy fulfillment)
Article 17 When over
one-third of fixed number of
Directors or Auditors are vacated, the vacancy must
be fulfilled without delay.
(Dismissal)
Article 18 The General
Meeting may dismiss an executive by resolution, when the concerned executive
falls under any of the following.
(1) When it is found
that the executive cannot perform his/her duties due to illness.
(2) When the executive
has failed to perform his/her duties or conducted inappropriate acts as an
executive.
2. When the General Meeting wishes to dismiss
an executive under the provisions of the preceding paragraph, it must give an
opportunity to the concerned executive to defend him/herself before resolution.
(Remuneration)
Article 19 No more than one-third of the total
number of executives can receive remuneration.
2. Executives may receive compensation for their expenses in performing their
duties as executives.
3. Required matters in relation to Article 19.2
shall be separately set forth by the Chairperson after resolution of the General Meeting.
Chapter 4 Councils
(Types of councils)
Article 20 The
organization shall have two types of councils, namely, the General Meeting and
the Board of Directors.
2. The General Meetings shall consist of regular
General Meetings and extraordinary General Meetings.
(Composition of General Meeting)
Article 21 The General
Meeting shall be comprised of the full members of the organization.
(Authority of General Meeting)
Article 22 The General Meeting shall have the
authority to decide the following matters.
(1) Amendment to the
Articles of Incorporation
(2) Dissolution or
merger of the organization
(3) Expulsion of
members
(4) Annual activity plan
and Annual budget plan, and amendments to the same
(5) Annual activity
report and Annual financial report
(6) Election and/or
dismissal or executives, and their duties and remuneration
(7) Amount of admission
fee and membership fee
(8) Long-term loans (excluding short-terms
loans to be repaid with the income in that program year. Same in Article 49.)
(9) Burden of new
obligations and waiver of rights
(10) Ownership of
residual property in dissolution
(11) Organization and
operation of the secretariat
(12) Any other
important issues on management and operations
(When to hold General Meeting)
Article 23 The regular
General Meeting shall be convened once in year.
2. The extraordinary
General Meeting shall be convened in the following cases.
(1) When the Board of Directors recognizes the
need to hold the meeting and requests to convene it.
(2) When over one-fifth
of the total number of full members of the organization requests to convene the
meeting with the statement of the objectives of the meeting.
(3) When the Auditor(s)
request to convene the meeting based on the provisions of Article 15.4.4.
(Convocation of General Meeting)
Article 24 The
chairperson of the Board of Directors shall convene the General Meeting except
in the case of Article 23.2.3.
2. The Chairperson must
convene the extraordinary General Meeting within thirty (30) days after he/she
receives the request based on Article 23.2.1 or Article 23.2.2.
3. Notice to convene
the General Meeting must be circulated in writing or by e-mail at least fifteen
(5) days in advance, with the written statement of date, venue, objectives and
agenda of the meeting.
(Chairperson of General Meeting)
Article 25 The
chairperson of the General Meeting shall be elected among the attending full
members in the General Meeting)
(Quorum of General Meeting)
Article 26 The General
Meeting shall be validly held only when over one-half of the total number of
full members of the organization attends the meeting.
(Agenda of General Meeting)
Article 27 Agenda of
the General Meeting shall be the one that is notified in advance according to
the provisions of Article 24.3.
2. Resolutions shall be
adopted based on the Articles of Incorporation or a vote by a majority of
attending full members, whereas the chairperson shall cast the deciding vote in
case of a tie.
(Voting Rights)
Article 28 Each full
member of the organization shall have an equal voting right.
2. Any full member who cannot attend the General Meeting under unavoidable
circumstances can vote either in writing, or by e-mail, the Internet, or with
electronic systems such as a floppy disk, or by a proxy vote through another
full member of the organization.
3. Any full member who
participates in voting by a vote based on preceding paragraph shall be regarded
to have attended the meeting regarding the application of the provisions of
preceding two articles and Paragraph 1 of the next article.
4. Any full member who
has a special interest in the concerned agenda cannot participate in voting for
that agenda.
(Minutes of General Meeting)
Article
29 Minutes of the General Meeting shall include the following items:
(1)
Date and venue;
(2)
Total number of full members of the organization and the number of attendants,
including the number of mailed votes and proxy votes;
(3)
Agenda;
(4)
Proceedings of the meeting and the results of voting;
(5)
Issues regarding election of signatories of minutes.
2.
Minutes of the meeting shall be signed by the Chairperson and two (2)
signatories elected by the chairperson of the General
Meeting.
(Composition of Board of
Directors)
Article
30 The Board of Directors consists of Directors.
(Authority of Board of Directors)
Article
31 The Board of Directors shall have the authority to decide the issues
stipulated in the Articles of Incorporation and the following agendas:
(1)
Issues that should be discussed in the General Meeting;
(2)
The execution of decisions made in the General Meeting;
(3)
The execution of duties that do not need approval by the General Meeting.
(When to Hold the Meeting of
Board of Directors)
Article
32 The meeting of the Board of Directors shall be held under one of the
following situations.
(1)
The Chairperson of the organization recognizes the need to hold the meeting;
(2) Over one-third of the total number of Directors requests to
convene the meeting with the written statement of the objectives of the
meeting;
(3) When Auditor(s) have asked to convene the meeting under the provisions
of Article 15.4.5.
(Convocation of the Board of
Directors)
Article
33 The meeting shall be convened by the Chairperson.
2.
Chairperson must convene the meeting within fifteen (15) days if requested
based on Article 32.2 and Article 32.3
3.
Notice to convene the meeting must be circulated at least ten (10) days in
advance in writing or by e-mail, with the statement of date, venue, objectives
and agenda of the meeting.
(Chairperson of the Board of
Directors)
Article
34 The Chairperson shall chair the meeting of the Board of Directors.
(Agenda of the Board of
Directors)
Article
35 Agenda of the Board of Directorsf meeting shall be the one that is notified
prior to the meeting according to Article 33.3.
2.
Resolutions shall be adopted by a majority vote of the total number of
directors, whereas the chairperson of the meeting
shall cast the deciding vote in case of a tie.
(Voting Rights at the
Meeting of Board of Directors)
Article 36 Each Director shall have an equal voting right.
2. Any director who cannot attend the meeting can vote by a mailed
vote on the notified agenda.
3. Any Director who votes according to the preceding paragraph
shall be regarded to have attended the meeting regarding the application of
preceding article and Paragraph 1 of the next article.
4. Any Director who has a special interest in the concerned agenda cannot
participate in voting for that agenda.
(Minutes of the Meeting of Board
of Directors)
Article
37 Minutes of the meeting for the Board of Directors shall include the
following items:
(1)
Date and venue
(2)
Total number of Directors, and the number and names of the attendants (mention
when casting the vote by mail)
(3)
Agendas
(4)
Proceedings of the meeting and the results of voting
(5)
Issues regarding election of signatories of minutes.
2.
Minutes of the meeting shall be signed by the Chairperson and two (2)
signatories elected by the attendants of the meeting.
Chapter 5 Assets
(Composition of Assets)
Article 38 The assets of the
organization consist of the following.
(1)
Assets specified in a list of assets upon establishment of the organization;
(2)
Admission fee and membership fee;
(3)
Donated assets;
(4)
Income accruing on assets;
(5)
Income accruing on projects;
(6)
Other income.
(Classification of Assets)
Article
39 The assets of the organization shall be classified in accordance with those
related to its specified nonprofit activities.
(Management of Assets)
Article
40 The Chairperson shall manage the assets of the organization. The method of
management shall be decided by the Chairperson, through resolution by the
General Meeting
Chapter 6 Accounts
(Principles of Accounts)
Article
41 Accounts of the organization shall be managed in accordance with Article 27
of the law.
(Classification of Accounts)
Article 42 Accounts of the organization hall be defined as project
accounts for the specified non-profit activities.
(Fiscal Year)
Article 43 Fiscal year of the organization shall begin on July 1
of every year and end on June 30 of the next year.
(Project planning and
budget)
Article 44 The Chairperson shall make all the Annual activity plan
and budget plan for every fiscal year, for approval at the General Meeting.
(Provisional Budget)
Article 45 When an Annual a budget plan for the coming
fiscal year cannot be approved because of unavoidable causes despite provisions
of Article 44, the Chairperson, upon approval by the Board of Directors, shall
have the authority to receive and spend funds based on the Annual budget plan
of the former fiscal year, until the Annual budget plan for the coming fiscal
year is approved.
2. The revenue and expenditure accrued in the preceding paragraph
shall be regarded as those in the newly-approved Annual budget plan.
(Reserve Fund)
Article
46 The organization shall have a reserve fund in its budget, to be used for
excess expenditures and/or for expenditures not provided for in the budget.
2.
Use of the reserve fund shall require approval by the Board of Directors
(Supplement and Revision of Budget)
Article 47 The organization, upon approval by the General Meeting,
shall revise the budget or add a supplementary budget to it, when an
unavoidable situation occurs after adoption of the budget for the concerned
fiscal year.
(Report of Activities
and Financial Report)
Article 48 At the end of every fiscal year the Chairperson must
prepare an Annual activity report, list of assets, balance sheet and an Annual
financial report, get them audited by the Auditors, and submit them to the
General Meeting for approval.
2.
The surplus, if any, shall be carried over to the next fiscal year.
(Measures in Special Case)
Article
49 Measures taken in special situations require approval by the General Meeting
when relinquishing the existing rights or taking new responsibilities in terms
of borrowing outside the budget.
Chapter 7 Revision of the Articles of Incorporation, Dissolution
and Merger
(Revision of the Articles of Incorporation)
Article 50 The amendment of the Articles of Incorporation requires approval by over
three-fourths of the attending full members at the General Meeting and
approval by the competent authority, except for the case of the immaterial
changes stipulated in Article 25.3 of the Act.
(Dissolution)
Article
51 The organization shall dissolve itself as a result of any of the following
situations.
(1)
Resolution of the General Meeting to that effect;
(2)
Impossibility of successful performance of its objectives of specified
non-profit activities;
(3)
Absence of full members;
(4)
Merger;
(5)
Decision of commencement of bankruptcy proceedings;
(6)
Revocation of authorization of establishment by the competent authority.
2.
Dissolution based on Article 51.1.1 requires approval by over three-fourths of
the total full members of the organization.
3.
Dissolution based on Article 51.1.2 requires authorization by the competent
authority.
(Transfer of the Residual Assets
upon Dissolution)
Article
52 When the organization dissolves itself (except in the cases of merger or
decision of commencement of bankruptcy), the residual assets of the
organization shall be transferred to the party decided in the General Meeting
amongst the parties listed in Article 11.3 of the Law.
(Merger)
Article
53 Merger of the organization must be approved by over three-fourths of the
total number of full members at the General Meeting and be authorized by the
competent authority.
Chapter 8 Public Announcement
(Method of public announcement)
Article 54 Public announcements by the organization shall be made on the notice board
of the organization and in the official gazette. Notwithstanding, the public
announcement of the balance sheet prescribed in Article 28-2 (1) of the
Act shall be posted on the website of this organization.
Chapter 9 The Secretariat
(Establishment of Secretariat)
Article
55 The organization shall establish the Secretariat to deal with its office
affairs management.
2.
The Secretariat shall consist of members of the
Steering Committee and the required number of staff.
(Appointment and dismissal of
staff)
Article
56 The Chairperson shall appoint and dismiss members of the Steering Committee
and staffs.
(Structure and operations)
Article
57 Necessary issues concerning structure and management of the Secretariat
shall be decided by the Chairperson after being approved by the Board of
Directors.
Chapter 10 Miscellaneous Provisions
(Detailed rules)
Article 58 The Chairperson shall
determine the detailed rules regarding the Articles of Incorporation, after the
Board of Directors adopts those rules.