【Articles of Incorporation】Non-profit Organisation Open Network for Performing Arts Management

Non-profit Organisation Open Network for Performing Arts Management
Articles of Incorporation

CHAPTER ONE: GENERAL PROVISIONS

Article 1: ORGANISATION NAME
The name of the Organisation shall be “Tokutei Hieiri Katsudou Houjin Butai Geijutsu Seisakusha Open Network” and in English, “NPO Open Network for Performing Arts Management.” Its abbreviation is ‘ON-PAM’

Article 2: OFFICES
The main office of the Organisation shall be located in 3-1-2 South-Bld. 3F Ebisu-Minami, Shibuya-ku, Tokyo.

CHAPTER TWO: PURPOSE AND ACTIVITIES

Article 3: PURPOSE
This Organisation aims to contribute to maximise the benefit of society as a whole, by making a contribution to the development of performing arts, under the recognition that it can bring energy and creativity to society as an expression of diverse values, with the individuals promoting performing arts building internationally and organically maintaining a network of active presenters, producers and managers, defining the social role of contemporary performing arts and raising its awareness and advocating on cultural policies, as well as conducting other kinds of activities and projects articulated in the Articles of Incorporation.

Article 4: ACTIVITIES
In order to attain the foregoing Purpose, the Organisation shall conduct the following non-profit activities:
(1) Activities to promote social education.
(2) Activities to promote academic research, culture, arts and sports.
(3) Activities for international Organisation.
(4) Activities for healthy development of children.
(5) Activities for providing information or advices to and supporting the management and activity of groups conducting foregoing activities.

Article 5: PROJECTS
In order to attain the foregoing Purpose, the Organisation shall conduct the following non-profit projects:
(1) Projects for creating a network of artists and performing arts groups in and outside Japan to transmit and share information.
(2) Projects to conduct surveys and researches on the issues of performing arts in and outside Japan and to advocate on related policies.
(3) Projects for accumulating information related to the professionals in performing arts and for improving their skills.
(4) Projects to promote the creation, presentation and diffusion of performing arts, and to raise and develop the values that it has.
(5) Any and all other projects necessary for attaining the Purpose.

CHAPTER THREE: MEMBERS

Article 6: MEMBERSHIP CATEGORIES
Organisation shall have three (3) categories of membership. Full Member is considered as the Organisation Member specified in the Law to Promote Specified Nonprofit Activities. (Hereinafter referred to as the “Law”.)
(1) Full Member: Individuals promoting performing arts activities who have approved the Purpose of the Organisation, have made their registrations through procedures set in Paragraph 2, Article 7 and hold votes at the General Meeting.
(2) Supporting Member: Individuals or groups supporting the activity of the Organisation who have approved the Purpose of the Organisation and made their registrations through procedures set in Paragraph 2, Article 7 and do not hold the votes at the General Meeting.
(3) Student Member: Students who have approved the Purpose of the Organisation and have made their registrations through procedures set in Paragraph 2, Article 7 and do not hold votes at the General Meeting.

Article 7: REGISTRATION
1. No specific condition shall be made for Membership Registration.
2. Individuals who wish to become Members shall apply to the President with the Registration Form.
3. When receiving the application according the foregoing Paragraph, the President unless having justifiable reasons shall approve the Registration.
4. When rejecting the application according to the Paragraph 2 of this Article, the President must immediately notify to the applicant the reason in writing.

Article 8: REGISTRATION FEE AND ANNUAL FEE
1. Members must pay by the specified date the Registration Fee and the Annual Fee decided by the Board Meeting.
2. Annual Fee will not be refunded.

Article 9: LOSS OF MEMBERSHIP
When a Member falls into one of the following situations, the Member shall lose his/her Membership qualifications.
(1) When a Member submits a Notice of Withdrawal.
(2) When an individual has died or received disappearance declaration or a group has dissolved.
(3) When, without any justifiable reasons, a Member has failed to pay the Annual Fee by the specified date.
(4) When a Members has been expelled.

Article 10: WITHDRAWAL
A Member who wishes to withdraw may do so after submitting a Notice of Withdrawal to the President.

Article 11: EXPULSION
1. When a Member falls into one of the following situations, the Member may be expelled by a resolution of the General Meeting
(1) When a Member has violated the Articles or Rules of the Organisation.
(2) When a Member has terribly injured the reputation of the Organisation or has acted against the Purpose of the Organisation.
2. When expelling a Member according to the foregoing Paragraph, an opportunity for explanation must be given to the said Member.

CHAPTER FOUR: BOARD MEMBERS

Article 12: BOARD MEMBERS
1. Organisation shall assign following Board Members:
(1) Directors of more than ten (10) and less than twenty-five (25) persons.
(2) Auditors of more than two (2) and less than three (3) persons.
2. Out of the Directors, one (1) person shall become the President, more than one (1) and less than two (2) persons as the Vice President and one (1) person as the Managing Director.

Article 13: ASSIGNMENT OF BOARD MEMBERS
1. Directors and Auditors are assigned at the General Meeting.
2. President, Vice President and Managing Director are elected by mutual votes of Directors.
3. Board Members must not include, for each Board Member, more than two (2) persons who are either the Member’s souse or the Member’s family member of the third (3rd) degree or less, and the number of the said Members, their spouses and family members of third (3rd) degree and less, who are also Board Members, must not exceed one-third (1/3) of the total number of Board Members.
4. A person who falls into any of the Items in Article 20 of the Law must not hold the role of Director in this Organisation.
5. Auditors must not hold the role of Director or work as the employee of the Organisation.

Article 14: DUTIES AND AUTHORITY OF BOARD MEMBERS
1. President shall represent the Organisation and direct the whole operation.
2. Directors who are not the President shall not represent the Organisation.
3. Vice Presidents support the President and, in the case of accident, act as the deputy according to the order decided by the President in advance.
4. Managing Director shall also work as the Secretary General and, under the instruction of the President, shall manage the Secretariat operation of the Organisation.
5. Directors constitute the Board Meeting and, based on the Articles of Incorporation as well as the decisions of the General Meeting and the Board Meeting, shall fulfil their roles for the Organisation.
6. Auditors shall undertake the following duties:
(1) To inspect on the operation of Directors.
(2) To inspect the property management of the Organisation.
(3) To report to the General Meeting or the appropriate Office, in the case a fraud or a serious violation of any laws and the Articles of Incorporation has been found with regard to the operation and the property management of the Organisation, as the result of inspection articulated in foregoing Paragraphs.
(4) To call the General Meeting in order to make the report articulated in the foregoing Paragraph.
(5) To give their opinions to the Directors with regard to the operation and the property management of the Organisation, and to request the calling of the Board Meeting if necessary.

Article 15: TERM OF BOARD MEMBERS
1. Term of the Board Members shall be two (2) years and they may be reappointed.
2. Term of the Board Members who fill in the vacant position during the term of the predecessor or who take up the added positions shall be the remaining period of the predecessor or present holder.
3. Even in the case of resignation or expiration of term, the said Board Members shall stay in the position until the successors are assigned.

Article 16: VACANCY FILLING
If the vacancies of Directors or Auditors exceed one-third (1/3) of their prescribed numbers, they must be filled immediately.

Article 17: DISMISSAL OF BOARD MEMBERS
1. When a Board Member falls into any of the following situations the said Board Member may be dismissed, Directors by the resolution of the Board Meeting and Auditors by the resolution of the General Meeting.
(1) When it is recognised that the said Board Member is unable to undertake the duty due to physical or mental disorder.
(2) When it is recognised that the said Member has acted against the duty or has committed a wrongdoing.
2. When dismissing a Board Member based on the foregoing Paragraph, an opportunity for explanation must be given to the said Member.

Article 18: REMUNERATION FOR BOARD MEMBERS
1. Board Members may receive remunerations and the number of the Board Members receiving remunerations must not exceed one-third (1/3) of the total number of the Board Members.
2. Board Members may compensate the expenses required to undertake their duties.
3. Any items required to undertake the foregoing Paragraphs may be determined by the President based on the resolution of the General Meeting.

CHAPTER FIVE: MEETINGS

Article 19: CATEGORIES OF MEETINGS
1. This Organisation shall have two (2) categories of Meetings: General Meeting and Board Meeting.
2. General Meeting shall have Regular Meetings and Special Meetings.

Article 20: CONSTITUENT OF GENERAL MEETING
General Meeting shall be constituted of Full Members.

Article 21: AUTHORITY OF GENERAL MEETING
General Meeting shall make resolutions on the following matters:
(1) Alteration in the Articles of Incorporation.
(2) Dissolution and merger.
(3) Expulsion of Member.
(4) Approval of the Annual Report and Financial Statement.
(5) Assignment of dismissal of Auditors and Directors, and the dismissal of Auditors. .
(6) Borrowings, except in the case of short-term borrowings to be reimbursed by the income of the said Fiscal Year, which also applies to the Article 46. Other liabilities and renunciation.
(7) Ownership of residual assets in case of dissolution.
(8) Other important matters regarding the management of the Organisation.

Article 22: HOLDING GENERAL MEETING
1. General Meeting shall be held annually within three (3) months after the end of every Fiscal Year.
2. Special Meeting will be held in cases articulated in following Items.
(1) When the Board Meeting recognises the need to hold it and requests to do so.
(2) When more than one-fifth (1/5) of Full Members request to hold it notifying its purpose in writing.
(3) When Auditors request to hold it according to Item 4, Paragraph 6, Article 14.

Article 23: CALLING GENERAL MEETING
1. Except for the case articulated in Item 3, Paragraph 2 of the foregoing Article, the President is to call the General Meeting.
2. When requests are made to call the General Meeting according to Item 1 and 2, Paragraph 2 of the foregoing Article, the President must call the Special Meeting within thirty (30) days of the requests.
3. When the General Meeting is called, the notice must be given in writing or by electromagnetic records, stating the date, time, place, purpose and subjects of discussion, at least five (5) days prior to the day of the Meeting.

Article 24: CHAIRPERSON OF GENERAL MEETING
President shall act as the Chairperson of the General Meeting. In the case of accident, other Directors should undertake the role according to the order decided in advance by the Board Meeting.

Article 25: QUORUM OF GENERAL MEETING
General Meeting is effective when there is an attendance of more than half (1/2) of Full Members.

Article 26: RESOLUTION OF GENERAL MEETING
1. Matters to be resolved at the General Meeting shall be notified in advance according to Paragraph 3, Article 23.
2. The decisions at the General Meeting, unless otherwise stated in the Articles of Incorporation, shall be made by the majority of Full Members attending the Meeting and, in the case of equally divided votes, by the Chairperson.
3. Full Members who have special interests in the matters resolved at the General Meeting cannot participate in the resolution.

Article 27: VOTING RIGHTS AT GENERAL MEETING
1. Each Full Member has one (1) vote at the General Meeting.
2. Full Members not attending the General Meeting due to unavoidable circumstances may vote on the subjects notified in advance, in writing or by electromagnetic means, or delegate the votes to other Full Members acting as proxies.
3. With regard to Article 25 and 26 and to Paragraph 1 of Article 28, Full Members who exercised their voting rights according to the foregoing Paragraph shall be regarded as attending the Meeting.

Article 28: MINUTES OF GENERAL MEETING
1. Minutes of the General Meeting must be made siting the following matters:
(1) Date, time and place
(2) Total number of Full Members and number of attending Full Members, stating the numbers of votes submitted in writing, by electromagnetic means and by proxy.
(3) Subjects of discussion.
(4) Summary of discussion and the result of votes.
(5) Assignment of Minutes Signatory.
2. Minutes must be signed or signed and stamped by the Chairperson and by two (2) Full Members assigned by the Chairperson as the Minutes Signatory.

Article 29: CONSTITUENT OF BOARD MEETING
Board Meeting shall be constituted of Directors.

Article 30: AUTHORITY OF BOARD MEETING
Board Meeting shall resolve on the matters specified in the Articles of Incorporation and the items articulated below:
(1) Matters to be submitted to the General Meeting.
(2) Matters related to the execution of the matters resolved by the General Meeting.
(3) Any and all other matters related to the management and operation of the Organisation, which do not require the resolutions of the general Meeting.

Article 31: HOLDING BOARD MEETING
BOARD MEETING shall be held in any of the following situations:
(1) When the President recognises it is necessary to hold the Meeting.
(2) When it is requested in writing, stating the purpose of the Meeting, by more than two-third (2/3) of Board Members to call the Meeting.
(3) When it is requested by the Auditors to call the Meeting based on Item 5, Paragraph 6, Article 14.

Article 32: CALLING BOARD MEETING
1. The President is to call the Board Meeting.
2. When requests are made to call the Board Meeting according to Item 2 of the foregoing Article, the President must call the Board Meeting within thirty (30) days of the requests.
3. When the Board Meeting is called, the notice must be given in writing or by electromagnetic records, stating the date, time, place, purpose and subjects of discussion, at least five (5) days prior to the day of the Meeting.

Article 33: CHAIRPERSON OF BOARD MEETING
President shall act as the Chairperson of the Board Meeting.

Article 34: RESOLUTION OF BOARD MEETING
1. Matters to be resolved at the Board Meetings shall be notified in advance according to Paragraph 3, Article 32.
2. The decisions at the Board Meeting shall be made by the majority of Directors and, in the case of equally divided votes, by the Chairperson.

Article 35: VOTING RIGHTS AT BOARD MEETING
1. Each Director has an equal voting right.
2. Directors not attending the Board Meeting due to unavoidable circumstances may vote on the subjects notified in advance in writing or by electromagnetic means, or delegate the votes to other Directors acting as proxies.
3. With regard to Paragraph 1 of Article 36, Directors who exercised their voting rights according to the foregoing Paragraph shall be regarded as attending the Meeting.
4. Directors who have special interests in the matters resolved at the Board Meeting cannot participate in the resolution.

Article 36: MINUTES OF BOARD MEETING
1. Minutes of the Board Meeting must be made siting the following matters:
(1) Date, time and place
(2) Total number of Directors, number of attending Directors and their names, stating the numbers of votes submitted in writing, by electromagnetic means and by proxy.
(3) Subjects of discussion.
(4) Summary of discussion and the result of votes
(5) Assignment of Minutes Signatory.
2. Minutes must be signed or signed and stamped by the Chairperson and by two (2) Directors assigned by the Chairperson as the Minutes Signatory.

CHAPTER SIX: ASSETS

Article 37: CONSTITUENTS OF ASSETS
Assets of the Organisation shall be constituted of the following items. Donations shall be dealt with according another set of regulations.
(1) Assets stated in the Property Inventory at the time of establishment.
(2) Registration Fee and Annual Fee.
(3) Donations.
(4) Property income
(5) Business income.
(6) Other income

Article 38: CLASSIFICATION OF ASSETS
Assets of the Organisation shall be of specified non-profit projects.

Article 39: ASSETS MANAGEMENT
Assets of the Organisation shall be managed by the President and necessary procedures shall be determined separately by the President based on a resolution of the General Meeting.

CHAPTER SEVEN: ACCOUNTING

Article 40: PRINCIPLE OF ACCOUNTING
Accounting of the Organisation must be conducted according to the Article 27 of the Law.

Article 41: CLASSIFICATION OF ACCOUNTING
Accounting of the Organisation shall be of specified non-profit projects.

Article 42: FISCAL YEAR
The Fiscal Year of the Organisation shall commence on first (1st) of January and ends on thirty-first (31st) December.

Article 43: ACTIVITY PLAN AND YEARLY BUDGET.
1. Documents related to the Activity Plan of the Organisation and the Yearly Budget shall be made annually by the President and determined by a resolution of the Board Meeting.

Article 44: ADDITION AND ALTERATION OF BUDGET
Due to compelling reasons arising after the Budget is resolved, additions and alterations may be made to the said Budget by a resolution of the Board Meeting.

Article 45: ANNUAL REPORT AND FINANCIAL STATEMENT
1. Documents related to Annual Report, Property Inventory, Balance Sheet and Financial Statement must be made after every Fiscal Year by the President and inspected by the Auditors, then submitted to and resolved at the General Meeting.
2. Surplus shall be carried over to the next Fiscal Year.

Article 46: EXPEDIENT
In the case of liabilities such as borrowings and renunciation, unless otherwise prescribed in the Budget, they must be approved by a resolution of the Board Meeting.

CHAPTER EIGHT: ALTERATION OF THE ARTICLES OF INCORPORATION, DISSOLUTION AND OTHER ITEMS

Article 47: ALTERATION OF THE ARTICLES OF INCORPORATION
1. When the Articles of Incorporation are to be altered, the alteration must be resolved at General Meeting with more than three-fourth (3/4) of Full Members attending and, with regard to the Item 3, Article 25 of the Law, approved by the appropriate Office.
2. When alterations are made to the Articles of Incorporation, except for the case articulated in the foregoing Paragraph where the approval of the appropriate Office is required, it must be reported to the appropriate Office.

Article 48: DISSOLUTION
Organisation may be dissolved due to following reasons.
(1) Resolution of General Meeting.
(2) Inability to conduct the specified non-profit projects related to the Purposes of the Organisation.
(3) Loss of Full Members
(4) Merger.
(5) Decision to conduct bankruptcy.
(6) Cancellation of the approval by the appropriate Office to establish the Organisation.
2. If the Organisation is to be dissolved according to Item 1 of the foregoing Article, it must be approved by more than three-fourth (3/4) of all Full Members.
3. If the Organisation is to be dissolved according to Item 2 of Paragraph 1, it must be approved by the appropriate Office.

Article 49: ASSIGNMENT OF RESIDUAL ASSETS
Residual Assets in the dissolution of the Organisation shall be handed over to a Non-Profit Organisation, Public Interest Incorporated Association or Foundation having similar kinds of Purposes to the said Organisation and chosen by the resolution of the General Meeting. This is not the case when the Organisation is dissolved due to a merger or bankruptcy.

Article 50: MERGER
If the Organisation is to be merged, it must be approved by more than three-fourth (3/4) of all Full Members and by the appropriate Office.

CHAPTER NINE: MEANS OF PUBLIC NOTICE AND OTHER ITEMS

Article 51: PUBLIC NOTICE
Public notice of the Organisation shall be posted on its noticeboard and in governmental telegram.

CHAPTER TEN: SECRETARIAT AND ADVISORS

Article 52: SECRETARIAT
1. Organisation may have a Secretariat to conduct administrative work.
2. Secretariat may have the Secretary General and required personnel.

Article 53: APPOINTMENT AND DISMISSAL OF SECRETARIAT PERSONNEL
1. Managing Director shall take the role of Secretary General.
2. Secretariat personnel, except for the Secretary General, shall be appointed and dismissed by the President.

Article 54: ORGANISATION AND MANAGEMENT OF SECRETARIAT
Items required for the organisation and management of the Secretariat shall be determined separately by the President with a resolution of the Board Meeting.

Article 55: ADVISORS
1. Organisation may assign a small number of Advisors and Councillors.
2. Advisors and Councillors are commissioned by the President with a recommendation of the Board Meeting.
3. Advisors and Councillors shall advice the President on important matters.

CHAPTER ELEVEN: MISCELLANEOUS PROVISIONS

Article 56: MISCELLANEOUS PROVISIONS
Miscellaneous Provisions required to operate the Articles of Incorporation are determined by the President with a resolution of the Board Meeting.

SUPPLEMENTARY PROVISIONS

SUPPLEMENTARY PROVISIONS
1. Articles of Incorporation are effective from the day the Organisation, after having been approved by the appropriate Office, is registered. (Hereinafter referred to as the “Day of Establishment”.)
2. Directors of Organisation at the time of establishment are as follows:
(To be cited after the resolution on the assignment of Directors.)
3. Term of the Directors at the time establishment shall be, regardless of Paragraph 1, Article 15, from the Day of the Establishment to thirty-first (31st) March 2017.
4. Fiscal Year of the Organisation in the year of establishment shall be, regardless of Article 42, from the Day of the Establishment to thirty-first (31st) December 2015.
5. Registration Fee and Annual Fee of the Organisation at the time of establishment, regardless of Paragraph 1, Article 8, are as follows:
(1) Full Member
Registration Fee – 3,000 YEN
Annual Fee – 10,000 YEN
(2) Supporting Member
Registration Fee – None
Annual Fee per donation – 10,000 YEN for Individual Member and 20,000 YEN for Group Member
(3) Student Member
Registration Fee – None
Annual Fee – 3,000 YEN

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