Articles of incorporation
Established on October 31, 2022
Revised on May 16, 2023
Revised on May 31, 2024
Chapter 1 General Rules
(Name)
Article 1 This corporation shall be called General Incorporated Association International Engineer Support Association.
(Purpose)
Article 2 This corporation shall promote job provision support, technical education, and international cooperation for engineers living in conflict areas and developing countries (hereafter referred to as overseas engineers). The purpose is to contribute to the public interest, and in order to achieve that purpose, we will carry out the following projects.
1. Introducing overseas engineers and companies to Japanese construction companies
2. Guidance and support business on how to provide services to overseas engineers and companies
3. Economic cooperation projects related to planning, holding, and operating support for lectures, seminars, and human resource development
4. Investigation, research, evaluation, planning, advice, etc.
5. Providing information on overseas engineers and companies
6. Organizing events aimed at international exchange and activities related to the dissemination and enlightenment of international mutual understanding
7. All business related to the preceding items
(Location of main office)
Article 3. The corporation shall have its main office in Nagasaki City, Nagasaki Prefecture.
(Method of public notice)
Article 4. Public notices of this corporation shall be made by posting them in places where the public can easily see them in the main office.
Chapter 2 Employees and Members
(Type of member)
Article 5. Members of this corporation shall be of the following two types.
(1) Full member: Corporations, organizations, or individuals who have joined in support of the purpose of this corporation
(2) Supporting members Corporations, organizations, or individuals who have joined to support the business of this corporation
2 Employees of this corporation (employees under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as "general corporation law"), hereinafter referred to as "employees") shall be selected from regular members by resolution of the board of directors. .
(Rights of members)
Article 6 Regular members have the same rights as employees.
(1) Viewing the Articles of Incorporation
(2) View employee list
(3) Viewing the minutes of the general meeting of employees
(4) View financial statements, etc.
(Admission)
Article 7 Those who wish to become members of this corporation must submit a membership application as determined by the board of directors and receive approval from the board of directors.
(membership fee)
Article 8. In order to cover the expenses that normally arise in the business activities of the Association, employees must pay membership fees according to the admission fee and membership fee regulations separately determined at the general meeting.
2 The admission fee and membership fee already paid by the member will not be refunded.
(Employee Loss of Qualification)
Article 9. Employees will lose their qualifications if they fall under any of the following items.
(1) When you leave the company.
(2) When the member dies, is declared missing, or is dissolved.
(3) When the membership fee is in arrears for more than one year.
(4) When expelled.
(5) When there is consent from all employees.
(leaving office)
Article 10. Members may voluntarily withdraw by submitting a withdrawal notice as determined by the Board of Directors. However, the notice of resignation shall be given at least one month in advance, but if there is an unavoidable reason, the resignation may be made at any time.
(expulsion)
Article 11.Only when there is a legitimate reason such as when an employee of this corporation defames the corporation or acts contrary to the purpose of this corporation, more than half of all employees A member can be expelled by a resolution of two-thirds or more of the voting rights of the General Assembly. In this case, the expelled employee must be notified to that effect.
(Company directory)
Article 12. The Corporation shall create an employee list stating the names and addresses of the employees and keep it in the main office of the Corporation.
2 The notice or demand to the company's employees shall be addressed to the address stated in the employee list or the address notified to the company by the employee.
Chapter 3 Employee General Meeting
(Matters to be resolved at the general meeting of employees)
Article 13. The General Assembly of Employees can make resolutions on matters stipulated by the law concerning general incorporated associations and general incorporated foundations, the organization, operation, management of this corporation and all other matters related to this corporation.
(Convocation)
Article 14. The regular general meeting of members of the corporation shall be convened within three months from the day following the last day of each business year, and the extraordinary general meeting of members shall be convened as necessary.
2 The general meeting of employees shall be convened by the representative director based on the resolution of the board of directors, unless otherwise stipulated by law. In the event of an accident or trouble with the representative director, other directors shall convene the meeting in the order determined in advance.
3 In order to convene a general meeting of employees, a notice of convocation shall be sent to each employee at least two weeks prior to the date of the meeting.
4. Notwithstanding the preceding paragraph, the general meeting of employees may be held without following the convocation procedures if all employees agree, except in the case of exercising voting rights in writing or by electromagnetic means.
(Chairman)
Article 15. The chairperson of the General Assembly of Employees shall be the Representative Director.
(Method of resolution)
Article 16. Unless otherwise provided for in laws and regulations or the Articles of Incorporation, the resolution of the general meeting of employees shall be made with the majority of the voting rights of the attending employees, with the attendance of the employees who hold the majority of the voting rights of all employees.
2 The voting right at the general meeting of employees shall be one per corporation, group, or individual.
(Omission of Resolution at General Meeting of Employees)
Article 17. In the event that a director or an employee makes a proposal regarding a matter that is the purpose of a resolution at the general meeting of employees, if all employees express their consent in writing to the proposal, the general assembly will approve the proposal. shall be deemed to have been resolved.
(Exercise of voting rights by proxy)
Article 18 Employees or their legal representatives may exercise their voting rights by using an employee or a relative of the Corporation as their representative. However, in this case, a document certifying the authority of representation must be submitted for each general meeting.
(Minutes of general meeting of employees)
Article 19. With regard to the proceedings of the General Assembly of Employees, the minutes shall be prepared stating the matters stipulated by laws and regulations, and shall be kept in the main office of the corporation for 10 years with the signatures or names and seals of the chairperson and the attending directors.
Chapter 4 Officers, etc.
(Establishment of officers)
Article 20. The following officers shall be placed in this corporation.
(1) 3 or more directors
(2) 1 or more auditors
2 One of the directors shall be the representative director and be called the chairman.
(Election of Officers)
Article 21. Directors and auditors shall be elected from among regular members by resolution of the general meeting of employees.
2 The representative director will be selected from among the directors by resolution of the board of directors.
(Duties and Authority of Directors)
Article 22. The directors shall constitute the board of directors and shall execute their duties in accordance with the laws and regulations and the Articles of Incorporation.
2. The representative director shall represent the corporation and execute its business in accordance with the laws and regulations and this Article of Incorporation.
(Duties and Authority of Auditors)
Article 23 Auditors shall audit the execution of duties by directors and prepare audit reports in accordance with laws and regulations.
2. Auditors may request business reports from directors and employees at any time and investigate the status of the business and assets of this corporation.
3 The auditor shall investigate proposals, documents, and other matters stipulated by laws and regulations that the director intends to submit to the General Assembly, and if he finds that there is a violation of the law or the Articles of Incorporation, or that there is a significantly unjustifiable matter, the results of the investigation shall be must report to the General Assembly.
(Term of Office of Officers)
Article 24. The director's term of office shall be until the conclusion of the annual general meeting of members for the last business year ending within two years after being appointed.
2 The term of office of directors appointed due to an increase in the number of members shall be the same as the remaining term of office of other incumbent directors.
3 The auditor's term of office shall be until the conclusion of the annual general meeting of members for the last business year ending within four years after being appointed.
4 The term of office of auditors appointed due to an increase in the number of auditors shall be the same as the remaining term of office of other incumbent auditors. However, if the remaining term of office of another incumbent auditor is less than two years, the term of office shall expire at the conclusion of the annual general meeting of members for the last business year ending within two years after being appointed.
5. The term of office of a director or auditor appointed as a substitute shall be until the expiration of the term of office of the predecessor.
6. If the number of directors or auditors falls short of the fixed number stipulated in Article 20, even after retiring due to the expiration of the term of office or resignation, they will still have the rights and obligations as directors or auditors until a newly appointed person takes office. .
(Dismissal of officers)
Article 25. Directors and auditors may be dismissed by resolution of the General Assembly.
(Remuneration for Officers, etc.)
Article 26. Remuneration, etc., may be paid to directors and auditors within the scope of executive remuneration, etc. separately determined by the General Assembly.
(Partial Exemption from Liability of Officers)
Article 27. Regarding the liability of directors and auditors in Article 111, Paragraph 1 of the General Corporation Law, if the requirements stipulated by laws and regulations are met, this corporation shall, by a resolution of the board of directors, determine the minimum liability limit stipulated by law from the amount of liability. You can be exempted up to the amount obtained by deducting the amount.
(Advisor and Counselor)
Article 28. The corporation may have advisors and consultants.
2 Advisors and consultants shall be appointed by resolution of the Board of Directors.
3. Advisors and consultants may attend the board meeting and express their opinions in response to the representative director's inquiry. However, they do not participate in the voting.
Chapter 5 Board of Directors
(Constitution)
Article 29. The corporation shall have a board of directors.
2 The board of directors shall consist of all directors.
(authority)
Article 30. The Board of Directors shall perform the following duties.
(1) Decision on business execution of the corporation
(2) Supervision of execution of duties by directors
(3) Selection and dismissal of representative directors and executive directors
(4) Determination of matters to be referred to the general meeting of employees
(report)
Article 31. The representative director and the executive director must report to the board of directors on the status of their own duties at least twice every business year at intervals of more than 4 months.
(Convocation)
Article 32. The board of directors shall be convened by the representative director.
2 When the representative director is absent or the representative director has an accident, each director shall convene a board meeting.
(Chairman)
Article 33. The chairperson of the board of directors shall be the representative director.
(resolution)
Article 34. Resolutions of the Board of Directors shall be attended by a majority of the Directors, excluding Directors who have a special interest in the resolution, and shall be passed by a majority vote.
2. Notwithstanding the provisions of the preceding paragraph, in the event that there is a proposal from a director regarding the purpose of the resolution of the board of directors, all directors who can participate in the resolution of the proposal will express their consent in writing or electronically. is deemed to have passed a resolution of the Board of Directors to the effect that the proposal was passed. provided, however, that this shall not apply when an auditor raises an objection.
(minutes)
Article 35. The proceedings of the Board of Directors shall be recorded in minutes as stipulated by law.
2 The attending directors and auditors shall affix their names and seals to the minutes of the preceding paragraph.
Chapter 6 Calculation
(fiscal year)
Article 36. The business year of this corporation shall be from April 1st to March 31st of the following year.
(Business plan and income and expenditure budget)
Article 37. The business plan and income and expenditure budget of this corporation must be prepared by the chairman by the day before the start date of each business year, passed the resolution of the board of directors, and approved by the general meeting of employees. The same shall apply when changing this.
2 The documents in the preceding paragraph shall be kept at the main office until the end of the relevant business year and shall be available for general inspection.
(Business report and settlement of accounts)
Article 38. Regarding the business report and settlement of accounts of this corporation, after the end of each fiscal year, the chairman prepares the following documents, undergoes an audit by the auditors, obtains approval from the board of directors, and submits them to the annual general meeting of members. , the contents of the documents in item 1 must be reported, and the documents in items 3 and 4 must be approved.
(1) Business report
(2) Appendix to business report
(3) Balance sheet
(4) Profit and loss statement (statement of increase/decrease in net worth)
(5) Supplementary statements of balance sheet and profit and loss statement (statement of increase or decrease in net assets)
2. In addition to the documents in the preceding paragraph, the audit report shall be kept at the main office for five years, and the articles of incorporation and employee list shall be kept at the main office and made available for general inspection.
(Non-Distribution of Surplus)
Article 39. The Corporation shall not distribute surplus funds.
Chapter 7 Amendments to the Articles of Incorporation, Dissolution and Liquidation
(Changes to the Articles of Incorporation)
Article 40. This Articles of Incorporation may be amended by a majority vote of more than half of all employees and two-thirds or more of the voting rights of all employees at the general meeting of employees.
(dissolution)
Article 41. The corporation shall be dissolved by a majority of all employees, two-thirds or more of the voting rights of all employees, at the general meeting of employees, or for other reasons stipulated by laws and regulations.
(Attribution of Residual Assets)
Article 42. Any residual assets held by this corporation in the event of liquidation shall be donated to other public interest corporations or national or local governments whose purpose is similar to that of this corporation, through a resolution of the General Assembly.