This juridical corporation is named Mitaka International Association for Hospitality (hereafter called MISHOP).
Article 2 Office
The Office of MISHOP is located at 30-12, Shimorenjaku 3-chome, Mitaka, Tokyo.
Article 3 Purpose
The purpose of MISHOP is to support citizen-driven international exchange in Mitaka and to promote exchange programs with foreign residents, overseas cities and their citizens so as to enhance all citizens’ international awareness, deepen mutual friendship, and realize true international understanding, thereby contributing to world peace.
Article 4 Activity Programs
MISHOP will carry out the following activities to fulfill the purposes in the preceding article.
(1) Assistance for citizen-driven international activity.
(2) International exchange programs in the community.
(3) Educational and promotional programs to enhance international understanding.
(4) Information dissemination on international exchange.
(5) Carrying out of management and operation duties entrusted its international exchange center.
(6) Other necessary activities to attain the purposes of MISHOP.
Chapter II Assets and Finances
Article 5 Details of Assets
The assets of MISHOP shall comprise the following elements:
(1) Assets entered in the List of Assets.
(2) Revenues during the fiscal year such as:
Revenues generated by assets
Subsidies
Donations
Revenues from activity
Other revenues
Article 6 Categories of Assets
The assets of MISHOP are of two categories; Basic Assets and Operating Assets.
Basic Assets consist of the following:
Assets designated as Basic Assets at the time of its establishment.
Assets designated as Basic Assets received from donors.
Assets transferred as Basic Assets by approval of the Board.
Operating Assets are those assets other than Basic Assets.
Article 7 Management of Assets
The assets of MISHOP will be managed by the Chairperson; the procedures will be determined separately by Chairperson following the decision of the Board.
Within the Basic Assets, cash should be deposited in a Postal Bank or reliable financial institute, or national bonds, public corporation bonds, or other safe and firm equities must be bought and held by the Chairperson.
Article 8 Limitations of Basic Assets Liquidation
The Basic Assets of MISHOP should not be liquidated or mortgaged. However, if there is an unavoidable reason, parts of the assets can be disposed or mortgaged following the approval of more than three fourths of the current board members at the board meeting, subject to the approval of the competent authorities.
Article 9. Payment of Expenses
Expenses of MISHOP will be covered by the Operating Assets.
Article 10. Revenue and Expenditure Budget and Settlement
Prior to the start of a financial year, MISHOP’s revenue and expenditure budget will be drafted by Chairperson to be approved by the Board. Within two months after the end of the fiscal year, its financial statement such as Revenue & Expenditure, Net Assets Statement, Balance Sheet and Assets List are to be drawn up and approved by the Board after having been audited by the Auditor.
Article 11 Tentative Budget
Despite the stipulations in the preceding article, if a revenue and expenditure budget has not been drawn up for an unavoidable reason, the Chairperson can draw up a tentative budget in line with that of the previous year and carry this out until an official budget receives approved.
The tentative budget made in the stipulation of the preceding clause should be approved at a Board meeting.
In compliance with Clause 1, the revenue and expenditure of the tentative budget will be taken as the revenue and expenditure of the official budget when the latter is implemented.
Article 12 Long Term Loans
Except for a short term loan that can be paid off with parts of the revenue of the current financial year, any loan should be approved by the Council and then by vote of two thirds or more of the board members before final approval is given by the competent authorities.
Article 13 Fiscal Year
The fiscal year of MISHOP starts on April 1 each year and ends on March 31 of the following year.
Chapter III Directors
Article 14 Description and Number of Directors
MISHOP has following directors:
One Chairperson
Two Vice Chairpersons
One Managing Director
10 to 15 directors including the Chairperson, Vice Chairpersons and Managing Director.
Two Auditors
Article 15 Election of Directors
Directors and auditors will be elected at the Council.
The Chairperson, Vice Chairpersons and Managing Director will be mutually elected at the Board of Directors.
Auditors should not include any staff member of MISHOP.
Directors and Auditors should not hold two posts concurrently.
The number of directors who have a mutual kinship or other special relationship should not exceed one third of the current number of directors.
Article 16 Duties of Directors
The Chairperson will represent MISHOP and manage its operations.
The Vice Chairpersons will assist Chairperson and represent him or her in line of duty determined by the Chairperson in case the Chairperson cannot assume his or her duties for unavoidable reasons.
The Managing Director will oversee daily operations and represent the Chairperson or Vice Chairpersons if they are not available, or will assume the duties of Chairperson or Vice Chairperson in their absence.
Directors will comprise the Board of Directors and decide on the execution of operations.
Auditors will assume the following duties:
Audit the existing assets.
Audit the execution of the Directors’ duties.
Report to the Board of Directors and competent authorities if any irregularities concerning the status of assets or directors’ executions are found.
To report on the above items, Auditors should call a meeting of the Board of Directors and Council.
Article 17 Tenure of Directors
The tenure of Directors will be two years. However, this does not prevent the Directors from being reelected.
The tenure of a newly-elected Director as substitute or addition will be the remaining period of the tenure of the predecessor or the current Director.
Even after his or her tenure, the Director should carry out their duties until their successor takes office.
Article 18 Dismissal of Director
A Director may be dismissed by passing a resolution requiring over two thirds of the current Directors and Councilors respectively should any of the following items apply. Prior to voting, the Director is entitled to defend himself/herself.
(1) When the Director is recognized as unable to carry out duties due to a physical or mental disability.
(2) When the director is judged as being in breach of duty or engaging in inappropriate conduct as a Director.
Article 19 Remuneration of Directors
Directors are not salaried. However, remunerations can be given only to a full-time director.
A Director’s expenses can be compensated.
Chapter IV Board of Directors
Article 20 Composition
The Board of Directors consists of Directors.
Article 21 Functions
Separately from the stipulations on donations, the Board of Directors will decide the following items:
(1) Program Planning and Revenue & Expenditure Budgets.
(2) Program Reports & Approval of Financial Statements.
(3) Other important matters regarding the operation of MISHOP.
Article 22 Call to Meeting
Except for the stipulation in Article 16 Clause 5 Item 5&4, the Chairperson will call a Board meeting.
The Chairperson should immediately call a Board meeting upon receipt of a written request clarifying the purpose of meeting from more than one third of the current Directors.
When calling a Board meeting, a written notice should be sent seven days before the date of the meeting to the Directors, describing the purpose of the meeting, agenda, time, and venue.
Article 23 Chairperson
The Chairperson of the Board of Directors will act as chairperson for the meeting.
Article 24 Quorum
A Board of Directors Meeting cannot be held unless at least two thirds of its current members are present.
Article 25 Resolution
Except for the Articles of Contribution, which are separately decided, an item on the agenda of Board Directors Meeting will be approved by a majority of the attendance.
Article 26 Voting by Document
A director who cannot attend a Board Meeting for unavoidable reasons is allowed to vote by document, in writing, on the previously notified items or delegate some other Director to cast his/her vote. In this case, the Director in question is regarded as a person present under Articles 24 & 25.
Article 27 Minutes
The Chairperson is to write the minutes of the Board meeting which include the following:
(1) Date & Time and Venue.
(2) The number of the current Directors.
(3) The number of Directors in attendance and their names (Clarifying those voters by document and assignors, if any.)
(4) Resolutions.
(5) A summary of the Meeting (including the names of Directors speaking and the gist) and the results.
(6) Selection of Official Signers of the Minutes.
Two or more signers selected among the Chairperson and those present should sign and affix their seal to the minutes.
Chapter V Councilors and Council
Article 28 Establishment
MISHOP will have a Council to give advice to the Chairperson on basic matters concerning the management of MISHOP.
Article 29 Composition and Election
The Council will consist of 16 to 20 Councilors.
Councilors will be elected at a Board of Directors Meeting and the Chairperson will commission them.
No person may serve as a Director and Councilor concurrently.
The stipulation of Article 15, Clause 5 will be also applied to Councilors. In this case, “Directors” should be read as “Councilors”.
Article 30 Tenure
The tenure of Councilors will be two years. However, this does not prevent a councilor from being reelected.
The stipulation of Article 17, Clauses 2 & 3 will be also applied to Councilors. In this case, “Directors” should be read as “Councilors”.
Article 31 Matters of Deliberation
The Council will deliberate matters on the management of MISHOP on behalf of the Chairperson.
Besides the Articles of Contribution that are to be stipulated separately, the Chairperson should ask the Council in advance to deliberate the following items at the Council.
(1) Program Planning and Revenue & Expenditure Budgets.
(2) Program Reports and Financial Settlement.
(3) Disposal of Basic Assets and Long-term Loans.
(4) Except for the stipulations in Items (1) & (3), additional duties and waivering of rights.
(5) Other necessary matters as determined by the Board.
Article 32 Call to Meeting
The Chairperson will call the Council Meeting.
When the Chairperson calls a Council Meeting, he or she should notify the councilors in writing by seven days prior to the date of the meeting to describe the purpose of the meeting, items of the agenda, date, time, and venue.
Article 33 Proceedings of Meeting
The Chairperson of the Council will be elected by the members.
The stipulations of Articles 24 to 27 will be applied to the Council. In this case, the words “Board Meeting” will be read as “Council” and “Directors” as “Councilors”.
Article 34 Remuneration of Councilors
Councilors can be compensated for expenses.
Chapter VI Supporting Members and Committee Conference
Article 35 Establishment
MISHOP can have Supporting Members and Contributing Members to achieve the purposes in Article 3 and carry out the programs in Article 4.
Supporting Members can establish committees for active participation in and cooperation with MISHOP programs.
MISHOP is able to establish a Committee Conference to promote cooperation between committees and the Board.
Article 36 Supporting Members
Supporting Members will participate in MISHOP programs as volunteers and positively cooperate with their operation and execution.
Article 37 Contributing Members
Contributing Members will agree to the purposes of MISHOP and cooperate in MISHOP programs on payment of the membership fee.
Article 38 Committees
Committees will be organized by supporting members and directors, and will carry out each of the programs of MISHOP.
Article 39 Committee Conference
A Committee Conference will be organized by the chairperson of each committee and Vice Chairperson of the board with the aim of fostering partnership between committees and allow supporting members’ opinions to be reflected in the activities of MISHOP.
Article 40 Regulations for Supporting Members, Committees & Committee Conference
Regulations for Supporting Members, Committees, and the Committee Conference will be separately established.
Chapter VII Amendment and/or Abolishment of Articles of Contribution
Article 41 Amendment of Articles of Contribution
These articles of contribution cannot be amended unless there is approval by more than three fourths of both the current Directors of the Board and Councilors of the Council, as well as approval by competent authorities.
Article 42 Dissolution and Disposal of Remaining Property
According to the stipulation in Article 68 Clause 1 Item 2 – 4 of the Civil Law (Law #89, 1896), MISHOP will be dissolved if three fourths of the current Directors of the Board and Councilors of the Council have respectively given approval, and the competent authorities have permitted the decision.
Remaining property in the event of dissolution will be donated either to a public-service corporation with a similar purpose or Mitaka City, subject to approval of the Board and permission from the competent authorities.
Chapter VIII Office and Staff
Article 43 Office
MISHOP will have an office for administering the business of the society.
The office will have a General Secretary and staff members.
The General Secretary will administer the operations of MISHOP at the order of the Chairperson.
The organization of the office and other matters concerning its operations will be separately stipulated.
Article 44 Appointment & Dismissal of Staff
Appointment and dismissal of the General Secretary and staff members will be enacted by the Chairperson.
Chapter IX Miscellaneous Clauses
Article 45
Necessary matters for execution of these articles of contribution will be separately laid down by the Chairperson on approval of the Board of Directors.
Additional Clauses
These articles of contribution will go into effect from the day (November 1, 1996) when the competent authorities permitted the establishment of MISHOP.
Despite Article 15 Clause 1 & 2, the directors at the time of MISHOP’s establishment are as per the list of directors under separate cover and their tenure will be until March 31, 1998 regardless of the stipulation in Article 17 Clause 1.
Despite Article 29 Clause 2, the councilors at the time of MISHOP establishment are per listed councilors under separate cover and their tenure will be until March 31, 1998 regardless of Article 30 Clause 1.
Despite Article 10, Article 21 Item 1 and Article 31 Clause 2 Item 1, revenue & expenditure budget for the initial year, the following year and the third year will be as per program planning and revenue & expenditure budget under separate cover.
Despite Article 13, the fiscal year of MISHOP’s establishment will be from the day when this establishment was permitted until March 31, 1997.
Additional Clause
These articles of contribution will go into effect from the day (August 9, 2002) when the competent authorities approved it.
Articles of Contribution
Articles of Contribution of MISHOP
Chapter I General Rules
Article 1 Name
This juridical corporation is named Mitaka International Association for Hospitality (hereafter called MISHOP).
Article 2 Office
The Office of MISHOP is located at 30-12, Shimorenjaku 3-chome, Mitaka, Tokyo.
Article 3 Purpose
The purpose of MISHOP is to support citizen-driven international exchange in Mitaka and to promote exchange programs with foreign residents, overseas cities and their citizens so as to enhance all citizens’ international awareness, deepen mutual friendship, and realize true international understanding, thereby contributing to world peace.
Article 4 Activity Programs
MISHOP will carry out the following activities to fulfill the purposes in the preceding article.
(1) Assistance for citizen-driven international activity.
(2) International exchange programs in the community.
(3) Educational and promotional programs to enhance international understanding.
(4) Information dissemination on international exchange.
(5) Carrying out of management and operation duties entrusted its international exchange center.
(6) Other necessary activities to attain the purposes of MISHOP.
Chapter II Assets and Finances
Article 5 Details of Assets
The assets of MISHOP shall comprise the following elements:
(1) Assets entered in the List of Assets.
(2) Revenues during the fiscal year such as:
Revenues generated by assets
Subsidies
Donations
Revenues from activity
Other revenues
Article 6 Categories of Assets
Assets designated as Basic Assets at the time of its establishment.
Assets designated as Basic Assets received from donors.
Assets transferred as Basic Assets by approval of the Board.
Article 7 Management of Assets
Article 8 Limitations of Basic Assets Liquidation
The Basic Assets of MISHOP should not be liquidated or mortgaged. However, if there is an unavoidable reason, parts of the assets can be disposed or mortgaged following the approval of more than three fourths of the current board members at the board meeting, subject to the approval of the competent authorities.
Article 9. Payment of Expenses
Expenses of MISHOP will be covered by the Operating Assets.
Article 10. Revenue and Expenditure Budget and Settlement
Prior to the start of a financial year, MISHOP’s revenue and expenditure budget will be drafted by Chairperson to be approved by the Board. Within two months after the end of the fiscal year, its financial statement such as Revenue & Expenditure, Net Assets Statement, Balance Sheet and Assets List are to be drawn up and approved by the Board after having been audited by the Auditor.
Article 11 Tentative Budget
Article 12 Long Term Loans
Except for a short term loan that can be paid off with parts of the revenue of the current financial year, any loan should be approved by the Council and then by vote of two thirds or more of the board members before final approval is given by the competent authorities.
Article 13 Fiscal Year
The fiscal year of MISHOP starts on April 1 each year and ends on March 31 of the following year.
Chapter III Directors
Article 14 Description and Number of Directors
MISHOP has following directors:
One Chairperson
Two Vice Chairpersons
One Managing Director
10 to 15 directors including the Chairperson, Vice Chairpersons and Managing Director.
Two Auditors
Article 15 Election of Directors
Article 16 Duties of Directors
Audit the existing assets.
Audit the execution of the Directors’ duties.
Report to the Board of Directors and competent authorities if any irregularities concerning the status of assets or directors’ executions are found.
To report on the above items, Auditors should call a meeting of the Board of Directors and Council.
Article 17 Tenure of Directors
Article 18 Dismissal of Director
A Director may be dismissed by passing a resolution requiring over two thirds of the current Directors and Councilors respectively should any of the following items apply. Prior to voting, the Director is entitled to defend himself/herself.
(1) When the Director is recognized as unable to carry out duties due to a physical or mental disability.
(2) When the director is judged as being in breach of duty or engaging in inappropriate conduct as a Director.
Article 19 Remuneration of Directors
Chapter IV Board of Directors
Article 20 Composition
The Board of Directors consists of Directors.
Article 21 Functions
Separately from the stipulations on donations, the Board of Directors will decide the following items:
(1) Program Planning and Revenue & Expenditure Budgets.
(2) Program Reports & Approval of Financial Statements.
(3) Other important matters regarding the operation of MISHOP.
Article 22 Call to Meeting
Article 23 Chairperson
The Chairperson of the Board of Directors will act as chairperson for the meeting.
Article 24 Quorum
A Board of Directors Meeting cannot be held unless at least two thirds of its current members are present.
Article 25 Resolution
Except for the Articles of Contribution, which are separately decided, an item on the agenda of Board Directors Meeting will be approved by a majority of the attendance.
Article 26 Voting by Document
A director who cannot attend a Board Meeting for unavoidable reasons is allowed to vote by document, in writing, on the previously notified items or delegate some other Director to cast his/her vote. In this case, the Director in question is regarded as a person present under Articles 24 & 25.
Article 27 Minutes
(1) Date & Time and Venue.
(2) The number of the current Directors.
(3) The number of Directors in attendance and their names (Clarifying those voters by document and assignors, if any.)
(4) Resolutions.
(5) A summary of the Meeting (including the names of Directors speaking and the gist) and the results.
(6) Selection of Official Signers of the Minutes.
Chapter V Councilors and Council
Article 28 Establishment
MISHOP will have a Council to give advice to the Chairperson on basic matters concerning the management of MISHOP.
Article 29 Composition and Election
Article 30 Tenure
Article 31 Matters of Deliberation
(1) Program Planning and Revenue & Expenditure Budgets.
(2) Program Reports and Financial Settlement.
(3) Disposal of Basic Assets and Long-term Loans.
(4) Except for the stipulations in Items (1) & (3), additional duties and waivering of rights.
(5) Other necessary matters as determined by the Board.
Article 32 Call to Meeting
Article 33 Proceedings of Meeting
Article 34 Remuneration of Councilors
Councilors can be compensated for expenses.
Chapter VI Supporting Members and Committee Conference
Article 35 Establishment
Article 36 Supporting Members
Supporting Members will participate in MISHOP programs as volunteers and positively cooperate with their operation and execution.
Article 37 Contributing Members
Contributing Members will agree to the purposes of MISHOP and cooperate in MISHOP programs on payment of the membership fee.
Article 38 Committees
Committees will be organized by supporting members and directors, and will carry out each of the programs of MISHOP.
Article 39 Committee Conference
A Committee Conference will be organized by the chairperson of each committee and Vice Chairperson of the board with the aim of fostering partnership between committees and allow supporting members’ opinions to be reflected in the activities of MISHOP.
Article 40 Regulations for Supporting Members, Committees & Committee Conference
Regulations for Supporting Members, Committees, and the Committee Conference will be separately established.
Chapter VII Amendment and/or Abolishment of Articles of Contribution
Article 41 Amendment of Articles of Contribution
These articles of contribution cannot be amended unless there is approval by more than three fourths of both the current Directors of the Board and Councilors of the Council, as well as approval by competent authorities.
Article 42 Dissolution and Disposal of Remaining Property
Chapter VIII Office and Staff
Article 43 Office
Article 44 Appointment & Dismissal of Staff
Appointment and dismissal of the General Secretary and staff members will be enacted by the Chairperson.
Chapter IX Miscellaneous Clauses
Article 45
Necessary matters for execution of these articles of contribution will be separately laid down by the Chairperson on approval of the Board of Directors.
Additional Clauses
Additional Clause
These articles of contribution will go into effect from the day (August 9, 2002) when the competent authorities approved it.