Articles of Incorporation

These articles of incorporation have been approved by the Cabinet Office for a Specified Non-Profit Corporation under the Law for the Promotion of Specified Non-Profit Activities and registered officially. This organization will be operated in accordance with these articles of incorporation, and all provisions of these articles of incorporation are to be followed, unless the articles are changed by a general meeting of the organization's members.

April 1, 2003

Articles of Incorporation of the Elementary English Instructors' Certification Committee, a Specified Non-Profit Corporation

Article 1: General Provisions

Section 1: Objective
The objective of this committee, whose members are groups and individuals desiring the spread and sound development of the study of English, is the improvement of the quality of English education in Japan by means of the successful promotion among individuals and groups all over Japan who are involved in English education of the training of instructors taking part in elementary English activities.

Section 2: Name
The name of this committee is the Elementary English Instructors' Certification Committee, a Specified Non-Profit Corporation.

Section 3: Offices
The main office of this committee is located in Room 401 of the Kyoshin Building at 3-11-14 Hacchoubori, Chuo-ku, Tokyo-to.

Section 4: Methods of Making Official Announcements
Official announcements of the Committee will be posted on its bulletin board, and also published in the Official Gazette and the Asahi Shimbun.

Article 2: Operations

Section 5: Types of Specified Non-Profit Activities
The Committee will engage in the following types of specified non-profit activities for the purpose of achieving the objectives in Section 1.
(1) Activities promoting the sound education of children through the spread of English education.
(2) Activities promoting international cooperation in education.
(3) Advice and assistance relating to the management and activities of groups carrying out any of the activities in the items above.

Section 6: Operations
The Committee will carry out the following operations for the purpose of achieving the objectives in Section 1.
(1) Operations relating to specified non-profit activities:
1. Licensing of elementary English instructors
2. Expansion and support of elementary school English
3. Promotion of international exchange in education
(2) Profit-making Operations
1. Publishing related to elementary English education
2. Other seminars related to elementary English education

2. The operations in item (1) above are to be carried out only to the extent that they do not interfere with the operations in item (2) above, and the profits gained through them are to be applied to the operations in item (1) above.

Section 3: Members

Section 7: Types of Members
The members of the Committee are divided into the two types below, and become members under the Law for the Promotion of Specified Non-Profit Activities (hereinafter, "the law") by becoming full members.
(1) Full members: Individuals and groups who have the primary responsibility for the activities of the Committee and are responsible for decision making.
(2) Supporting members: Individuals and groups who provide support and assistance to the activities of the Committee.

Section 8: Admittance
There are no particular conditions, etc. for the admittance of members.
2. Persons or groups wishing to become full members are to apply to the president by means of an application provided for separately by the president, and must be admitted by the president in the absence of any proper reason to the contrary.
3. If the president does not approve the admittance of a group or individual as described in the previous item, that party must be promptly notified to that effect in writing, with a reason provided.
4. Groups or individuals wishing to be admitted as supporting members are to be admitted by means of a prescribed supporting member application form submitted to the president.

Section 9: Admittance and Membership Fees
Full and supporting members must pay the fees for admittance and membership of full or supporting members, as provided for separately by a general meeting of members.

Section 10: Loss of Member Qualifications
Full members will lose their qualifications as members upon any of the following:
(1) Submission of a notification of resignation from the group
(2) Death of a member or dissolution of a group which is a full member.
(3) Failure to pay membership fees for two or more years in succession
(4) Expulsion
2. Supporting members will lose their qualifications as members upon any of the following:
(1) Identical to item (1) for full members
(2) Identical to item (2) for full members
(3) Failure to pay membership fees for one or more years in succession
(4) Identical to item (4) for full members

Section 11: Resignation
Full and supporting members may willingly resign from the Committee by submitting to the president a notice of resignation provided for separately by the president.

Section 12: Expulsion
Members can be expelled by means of a decision by a general meeting of members for any of the reasons below. In such a case, the member must be provided with an opportunity to give a defense before the decision is made.
(1) Violation of these articles or incorporation, etc.
(2) Injury to the reputation of this corporation or activities contrary to its objectives.

Section 13: Non-Refundability of Donated Money and Goods
Admittance and membership fees that have been paid, and all other donated money and goods are non-refundable.

Article 4: Officers and Employees

Section 14: Types and Numbers of Officers
The following officers will be installed to the Committee.
(1) No more than 10 directors
(2) No more than 2 auditors
2. One director will serve as the president, and one will serve as the executive director.

Section 15: Selection of Officers
Directors and auditors will be selected during the general meeting of the members.
2. The president and executive director are to be selected by the board of directors from among its members.
3. No more than one person within three degrees of kinship to any one officer (including that officer's spouse) may be an officer, and the total number of such officers and their spouses or relatives within three degrees of kinship may not exceed 1/3 of all officers.
4. Auditors may not serve as members of the board of directors or employees.

Section 16: Term of Office of Officers
The term of office of officers of the Committee is to be two years. However, reappointment is permitted.
2. The term of office of an officer who is hired to fill a vacancy or due to an increase in the number of officers will be that of that person's predecessor or of the officers serving currently.
3. Officers who have resigned or completed their terms of office must carry out their duties until a successor is named.

Section 17: Filling of Vacancies
If more than one third of the positions of directors and auditors are vacant, they are to be filled without delay.

Section 18: Duties of the President and Executive Director
The president is the representative of the Committee and has the primary responsibility for its duties.
2. The executive director assists the president and carries out the duties of the president in the event that the president is incapacitated or absent.

Section 19: Duties of Directors
The directors make up the board of directors and carry out the duties of the Committee based on the provisions of these articles of incorporation and the decisions of the board of directors.

Section 20: Duties of Auditors
Auditors carry out the following duties:
(1) Confirming that the directors are carrying out their duties
(2) Auditing the financial status of the Committee.
(3) Reporting to the general meeting of members or appropriate authorities any improper activities relating to the activities or finances of the Committee or serious violations of laws or these articles of incorporation discovered as a result of the audits carried out as described in the previous two items.
(4) Convening a general meeting of the members when a report as described in the previous item is necessary.
(5) Reporting of its opinions regarding the administration of the Committee's business by the directors and its financial situation to the directors or requesting that the board of directors be convened.

Section 21: Fiduciary Duties of Officers
Directors and auditors must faithfully carry out their duties for the sake of the Committee, obeying the requirements of the laws, articles of incorporation and by-laws along with the decisions of the general meeting of the members.

Section 22: Dismissal of Officers
Officers can be dismissed by means of a decision by the general meeting of the members for any of the reasons below. In such a case, the officer must be provided with an opportunity to give a defense before the decision is made.
(1) Mental or physical injury that is judged to make it impossible for the officer to carry out his or her duties.
(2) Activities in violation of work duties or other activities unbefitting to an officer.

Section 23: Compensation, Etc. of Officers
No more than one third of officers can receive compensation.
2. Officers can be reimbursed for expenses necessary for the execution of their duties.
3. Necessary compensation relating to the previous two items is to be provided for separately by the president and approved by the general meeting of the members.

Section 24: Advisory and Trustee Committees
The Committee can establish advisory and trustee committees.
2. Advisory and trustee committees are to be commissioned by the president, approved by the board of directors and detailed rules for their management are to be provided for separately.

Section 25: Staff
A chief of the secretariat and other committee staff are to be put into place.
2. Staff members are to be appointed and dismissed by the president

Article 5: General Meetings of the Members

Section 26: Structure of General Meetings
General meetings of the Committee are to consist of full members.

Section 27: Types of General Meetings
General meetings are to be divided into ordinary and special general meetings.

Section 28: Powers of General Meetings
General meetings are to make decisions regarding the following matters:
(1) Changes to the articles of incorporation
(2) Dissolution of the Committee
(3) Mergers
(4) Business plans, budgets, and revisions of business plans or budgets
(5) Reports of operations and financial statements
(6) Selection, dismissal, duties and compensation of directors and auditors
(7) Amounts of admittance and membership fees
(8) Borrowing (not including short-term loans to be repaid with income during the current fiscal year) and other new assumptions of duties and renunciations of rights.
(9) Other important matters relating to management

Section 29: Holding General Meetings
Ordinary general meetings are held once per year, within two months of the end of the fiscal year.
2. Special general meetings are to be held in any of the following cases:
(1) When the board of directors judges that one is necessary and asks that one be convened
(2) When at least one fifth of all full members make a written request for a meeting including a reason for the meeting.
(3) When a meeting is convened by an auditor under the stipulations of Section 20, Item 4.

Section 30: Convening General Meetings
General meetings are to be convened by the president, except in cases as described in item 2, number 3 of the previous section.
2. When a request is made under the stipulations of numbers 1 and 2 of item 2 of the previous section, a special general meeting is to be convened within 20 days.
3. When a general meeting is convened, written notice including its date, time, location, purpose and the items to be considered must be made at least five days in advance.

Section 31: Chairperson of General Meetings
The president will serve as the chairperson of general meetings. However, when discussions concerning the appointment or dismissal of the president are expected, a chairperson can be selected at the time of the meeting from among the full members in attendance by means of a 2/3 majority.

Section 32: Quorum of General Meetings
A general meeting cannot be held if fewer than half of all full members are in attendance.

Section 33: Decisions of General Meetings
The matters to be decided by general meetings are to be announced ahead of time in accordance with the provisions of Section 30, Item 3.
2. The proceedings of general meetings are to be decided by these articles of incorporation and a majority of the full members in attendance; ties are to be broken by the chairperson.

Section 34: Voting Rights, etc. for General Meetings
All full members are to have equal voting rights during general meetings.
2. Full members who cannot attend a general meeting for unavoidable reasons may submit written votes on matters that have been announced ahead of time or name another full member as a representative empowered to vote for them.
3. Full members voting in accordance with the provisions of the previous item will be considered as attending the general meeting for the purposes of the previous two sections and item 1 of the following section.
4. Full members with special stakes in a decision of a general meeting cannot be involved with the decision of that matter.

Section 35: Minutes of General Meetings
Minutes including the following information must be prepared for each general meeting.
(1) Date, time, and location
(2) Total number of full members and number in attendance (including members submitting written votes and voting by proxy)
(3) Matters discussed
(4) An outline of the course of the proceedings and the results of votes
(5) Matters relating to the selection of persons to sign the minutes
2. The signatures and seals of the chairperson and two persons selected at the meeting to sign the minutes must be added to the minutes.

Article 6: The Board of Directors and Committees

Section 36: Structure of the Board of Directors
The board of directors is made up of the directors.

The board of directors is made up of the directors.
The board of directors makes decisions in the following matters, based on the provisions of the articles of incorporation:
(1) The matters to be decided by general meetings
(2) Matters relating to the execution of decisions of general meetings
(3) Other matters relating to the execution of the business of the Committee which need not be decided by a general meeting

Section 38: Meetings of the Board of Directors
The board of directors is to be convened by the president in any of the following cases:
(1) When it is judged necessary by the president
(2) When at least one half of all members of the board of directors make a written request for a meeting including a reason for the meeting.
(3) When a meeting is convened by an auditor under the stipulations of Section 20, Item 5.
2. When a request is made under the provisions of numbers 3 and 2 of the previous section, the board of directors is to be convened within 20 days.
3. When the board of directors is convened, written notice including the meeting's date, time, location, purpose and the items to be considered must be made at least five days in advance.

Section 39: Chairperson of the Board of Directors
The president will serve as the chairperson of the board of directors.

Section 40: Decisions of the Board of Directors
The matters to be decided by the board of directors are to be announced ahead of time in accordance with the provisions of Section 38, Item 3.
2. Questions considered by the board of directors are to be decided by a majority of the board, with the president breaking ties.

Section 41: Voting Rights, Etc. of the Board of Directors
All directors are to have equal voting rights.
2. Members of the board of directors who cannot attend a meeting for unavoidable reasons may submit written votes on matters that have been announced ahead of time.
3. Directors voting in accordance with the provisions of the previous item will be considered as attending the meeting of the board for the purposes of the previous section and item 1 of the following section.
4. Directors with special stakes in a decision of a meeting of the board cannot be involved with the decision of that matter.

Section 42: Minutes of Meetings of the Board of Directors
Minutes including the following information must be prepared for each meeting of the board of directors:
(1) Date, time, and location
(2) Total number of directors, number of directors in attendance and names of directors in attendance (if any member is submitting a vote in writing, a note is to be made to that effect.)
(3) Matters discussed
(4) An outline of the course of the proceedings and the results of votes
(5) Matters relating to the selection of persons to sign the minutes
2. The signatures and seals of the chairperson and two or more persons selected at the meeting to sign the minutes must be added to the minutes.

Section 43: Committees
The Committee may establish committees to provide advice to the board of directors regarding the execution of its business.
2. Matters relating to the types, structure and operation of committees are to be provided for separately by the president and approved the board of directors.

Article 7: Assets and Accounting

Section 45: Types of Assets
The assets of the Committee are divided into two types: assets relating to specified non-profit activities and those relating to profit-making activities.

Section 46: Management of Assets
The assets of the Committee are to be managed by the president according to methods provided for separately by the president and approved by a general meeting of the members.

Section 47: General Rules for Accounting
The accounting for the Committee is to be carried out according to the general rules found in Article 27 of the Law.

Section 48: Types of Accounting
All accounting for the Committee is to be carried out with regards to specified non-profit activities; no accounting will be carried out with regards to profit-making activities.

Section 49: Business Plans and Budgets
Business plans for the Committee and the budgets accompanying them are to be prepared by the president, and must be approved by a general meeting of the members.
2. When no budget has been established for unavoidable reasons, the board of directors can approve that the income and expenditures be handled in accordance with the budget of the previous fiscal year until the date that a budget is established, regardless of the provisions of the previous item.
3. The income and expenditures of the previous item are to be considered the income and expenditures of a newly-established budget.

Article 50: Establishment and Use of Reserve Funds
Reserve funds can be established as part of the budget and applied to budget deficits and unexpected expenditures.
2. The approval of the board of directors must be obtained when reserve funds are used.

Article 51: Supplementary and Revised Budgets
If it becomes necessary after the preparation of a budget, the previously-approved budget can be supplemented or revised through a decision of a general meeting of the members.

Section 52: Reporting of Operations and Settlement of Accounts
Reports of the operations of the Committee and accounting-related documents such as statements of income, balance sheets and inventories of property are to be prepared promptly by the president after the end of each fiscal year, inspected by the auditors and approved by a general meeting of the members.
2. In the event of a budget surplus, the surplus is to be carried forward into the next fiscal year.

Section 53: Fiscal Year
The fiscal year of the Committee is to begin on April 1st of each year and end on March 31st of the following year.

Article 8: Revision of the Articles of Incorporation, Dissolution of the Committee and Mergers

Section 54: Revision of the Articles of Incorporation
These articles of incorporation are to be approved by a 3/4 majority of the persons attending a general meeting of the members, and must be approved by the appropriate authorities except in the case of minor matters as provided for by Article 25, Paragraph 3 of the Law.

Section 55: Dissolution of the Committee
The Committee may be dissolved for any of the following reasons:
(1) the decision of a general meeting of the members
(2) Inability to effectively carry out operations relating to the specified non-profit activities that are its objective
(3) Shortage of full members
(4) Merger
(5) Bankruptcy
(6) Revocation of the certification of establishment by the appropriate authorities
2. If the Committee is dissolved for reason given in Number 1 of the previous Item, the approval of 3/4 of all full members must be obtained.
3. If the Committee is dissolved for the reason given in Number 2 of Item 1, the approval of the appropriate authorities must be obtained.

Section 56: Disposal of Surplus Assets
Surplus assets accompanying the dissolution of the Committee (excepting dissolution due to merger or bankruptcy) are to be the property of the national treasury.

Section 57: Merger
In the event that the Committee wishes to carry out a merger, the approval of 3/4 of all full members and the appropriate authorities must be obtained.

Article 9: Miscellaneous Rules

Section 58: By-Laws
By-laws needed to carry out these Articles of Incorporation are to be provided for by the president and approved by the board of directors.

Supplementary Provisions

1. These articles of incorporation are to be effective from the day of this corporation's founding.

2. The persons below are the officers of this corporation as of its founding:
会長 大河原愛子
専務理事 吉田博彦
理事 小池生夫
同 仲田利津子
同 中山兼芳
同 原　修一
同 松香洋子
同 吉田研作
監事 舛川博昭
3. The term of office of the officers of this corporation at the time of its founding is to run from the date of its founding until May 31, 2004, regardless of the provisions of Section 16, Item 1.

4. The business plan and budget at the time of this corporation's founding are to be provided for by the founding general meeting, regardless of the provisions of Section 49, Item 1.

5. The initial fiscal year of this corporation is to run from the date of its founding until March 31, 2004, regardless of the provisions of Section 53.

6. The admittance and membership fees of this corporation as of its founding are as follows:

Full Members: (1) Admittance Fee: 50,000 Yen (Group) 20,000 (Individual)
(2) Membership Fee: 10,000 Yen/ Month (120,000 Yen/ Year)

Supporting Members: (1) Admittance Fee: 20,000 Yen
(2) Membership Fee: 1,000 Yen/ Month (12,000 Yen/ Year)

These articles of incorporation are the articles of incorporation of the Elementary English Instructors' Certification Committee, a Specified Non-Profit Corporation.

会長　大河原愛子