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General Chiyoda City Tourism Association articles of association

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Chapter 1 basic rule

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(name)
This Article 1 corporation calls itself general Chiyoda City Tourism Association (they say "this association" as follows.).

(office)
Association of Article 2 book establishes main office in Chiyoda-ku, Tokyo.

(purpose)
We raise charm of Chiyoda-ku, and association of Article 3 book promotes interchange with domestic and foreign people by utilizing resources such as nature, scenery of Chiyoda-ku and outskirts area, culture, the history, industry, technique, and planning promotion of tourist industry and is intended that we have and contribute to activation of maintenance development of area culture and regional economy.

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Chapter 2 business

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(business)
Association of Article 4 book performs the next business to achieve purpose of preceding article.
(1) Support such as group through tourism industry, sightseeing-related industry and sightseeing about town development and individual and promotion of cooperation
(2) Research, plan about sightseeing and preservation of tourist attractions and creation
(3) Holding of event about sightseeing
(4) Distributing and collecting information on sightseeing.
(5) Invitation of tourist and mediation
(6) Development, advertising, sale of sightseeing product and the support
(7) Upbringing of human resources contributing to town development through sightseeing and utilization
(8) Business necessary to achieve purpose of these other associations

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Chapter 3 member and employee

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(member of corporation)
We employ the next member in association of Article 5 book.
(1) Individual who approved of purpose of association of regular member book, and enrolled or group
(2) Individual who enrolled to support business of association of supporting member book or group
(3) Group which chairperson recommended in group of the government offices or other public interest to cooperate with business of association of special member book, and got approval in the board of directors
(4) Individual who chairperson recommended among people that association of honorary membership book had the service in particular, and got approval in the board of directors or group
We assume employee in law (we say "the corporation method" as follows.) about general corporate judicial person and general incorporated foundation having regular member among members of 2 foregoing paragraphs.

(the acquisition of qualification of member)
Person who is going to enroll as Article 6 regular member or supporting member must receive application, approval of chairperson by membership application form which the board of directors establishes particularly.

(enrollment fee and fee)
Article 7 regular member and supporting member assume an obligation to pay enrollment fee of sum to determine according to by general meeting of members and fee (we say "fees" as follows.).
We establish matter about payment such as 2 fees according to by general meeting of members.

(any withdrawal)
We can resign anytime optionally by submitting notice of withdrawal which the board of directors establishes particularly when Article 8 member is going to resign from this association.

(striking off a name)
When Article 9 member came to correspond to any of the following, we can strike the member concerned off a list by special resolution of general meeting of members.
(1) When we violated these articles of association or other rules.
(2) When we damaged honor of this association to trust remarkably.
(3) When there are other fair reasons that you should strike off a list.

(the qualification loss of member)
When we correspond to others when Article 10 member fixes for previous Article 2, one of each next issue, we lose the qualification.
(1) When we became adult ward or cover conservator, cover assistance person or when we received decision of bankruptcy procedure start
(2) When in response to adjudication of disappearance or he died or we were dissolved.
(3) When we were behind with fee more than one year.
(4) When we were sentenced to punishment with more than of imprisonment.
2 special members and honorary membership lose qualification as the member by resolution of the board of directors of canceling the death or the commission.

(non-return of contribution money and goods)
We do not return fees that Article 11 member already delivered and other contribution money and goods regardless of reason.

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Chapter 4 general meeting of members

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(kind)
General meeting of members of association of Article 12 book assumes two kinds of general meeting of members and temporary general meeting of members at the appointed hour.

(constitution)
Article 13 general meeting of members constitutes having regular member.

(authority)
Article 14 general meeting of members decides the next matter.
 (1) Amounts of money such as fees
 (2) Striking off a name of member
 (3) Election of director and inspector and dismissal
 (4) Sums such as rewards of director and inspector
 (5) Business report of each fiscal year and approval of calculation documents
 (6) Change of articles of association
 (7) All or some disposal of important property
 (8) Dissolution and disposal of remaining assets
 (9) Matter which we discussed for general meeting of members in the board of directors
(10) Matter to prescribe for the corporation method other than thing to fix for each front issue and matter to establish in these articles of association

(holding)
We hold general meeting of members once a year within three months after the end for every fiscal year at the Article 15 appointed hour. We hold temporary general meeting of members as needed.

(call)
Chairperson calls Article 16 general meeting of members based on resolution of the board of directors unless laws and ordinances have particular fate.
When 2 chairpersons were missing; or to chairperson by accidents when have difficulty, by order determined by general meeting of members beforehand, vice-chairperson calls.
We show reason of matter which there is for the purpose of general meeting of members and call and, having regular member having a one-fifth or more of voting right of 3 total regular members, can request general meeting of members call from chairperson.
When there was request by rule of foregoing paragraph, 4 chairpersons must hold temporary general meeting of members within 30 days from the day.
When you call 5 general meetings of members, you must notify of this with document which listed place, purpose and deliberation matter on the date and time of meeting within one week before the date.

(the chairperson)
As for the chairperson of Article 17 general meeting of members, chairperson is this.
When 2 chairpersons were missing; or to chairperson by accidents when have difficulty, by order determined by general meeting of members beforehand, it is the chairperson vice-chairperson.

(voting right)
Article 18 regular member has voting right of one each.

(resolution)
The majority of total regular member attends and performs resolution of Article 19 general meeting of members with the majority of voting right of regular member who attended.
Half of total regular members or more attend and, regardless of rule of 2 foregoing paragraphs, the next matter decides this by majority hitting than two-thirds of voting right of total regular member.
(1) Striking off a name of member
(2) Dismissal of inspector
(3) Change of articles of association
(4) Dissolution
(5) Matter which was established in laws and ordinances other than thing which advocated to each front issue
When you decide bill electing 3 directors or inspector, you must decide Clause 1 every candidate. When the total number of candidates of director or inspector exceeds the fixed number to fix for Article 22, we decide to elect person before reaching frame of the fixed number sequentially that there is much number of votes from candidate who got agreement of the majority.

(substitution)
Regular member who does not attend at Article 20 general meeting of members can entrust with the use of voting right in other regular members as agent. In this case, the regular member concerned or agent must submit document proving the power of attorney to chairperson.

(the minutes)
About the proceedings of Article 21 general meeting of members, we make the minutes by place to establish in laws and ordinances.
The chairperson and two minutes signatories elected in general meeting of members sign their name on the minutes of 2 foregoing paragraphs and seal or sign.

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Chapter 5 officers

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(setting of officer)
We employ the next officer in association of Article 22 book.
(1) It is less than 31 people more than ten directors
(2) It is less than five people more than two inspectors
Among 2 directors, we assume one person chairperson and do vice-chairperson, one with executive managing director in less than five people.
We assume representative director in the corporation method having chairperson of 3 foregoing paragraphs and do with Director duties execution of law Article 91 Clause 1 second issue with vice-chairperson and executive managing director.

(election of officer)
Article 23 director and inspector elect by resolution of general meeting of members.
2 chairpersons, vice-chairperson and executive managing director establish this from director by resolution of the board of directors.
3 inspectors cannot serve as director of this association or servant.
Among 4 directors, total numbers of either one person of director and spouse or relative or other people having a special relation in the third degree must not exceed a one-third of the director total number. About inspector, it is said that it is similar.

(official authority of director)
Article 24 director constitutes the board of directors and, by place to establish in laws and ordinances and these articles of association, carries out duties.
2 chairpersons represent this association by place to establish in laws and ordinances and these articles of association and carry out the duties.
3 vice-chairpersons assist chairperson, and they carry out duties of this association.
We assist chairperson and vice-chairperson, and 4 executive managing directors receive instructions of chairperson and generalize the secretariat and carry out duties of this association.
5 chairpersons, vice-chairperson and executive managing director must report the execution situation of duties of self to the board of directors more than twice at interval more than four months for every fiscal year.

(official authority of inspector)
Article 25 inspector inspects the execution of duties of director and, by place to establish in laws and ordinances, makes inspection report.
2 inspectors demand report of business for director and servant anytime and can investigate the situation of duties of this association and property.
When you admit that director does act of injustice or 3 inspectors might do the act concerned or when you admit that there is fact to violate laws and ordinances or articles of association or remarkably unfair fact, you must report so to the board of directors without delay.

(term of officer)
For term of Article 26 director and inspector, we do at the appointed hour about the last thing in fiscal years expired within two years after election when until time of end of general meeting of members and do not disturb the reappointment.
We say that term of director elected as 2 filling a vacancy or inspector is until time when term of predecessor expires.
When we are not worthy of the fixed number to fix for Article 22, the retirement by the expiration for term still has claims and obligations as director or inspector to 3 directors or inspector until or person elected newly takes office after having resigned.

(dismissal)
We can dismiss Article 27 director and inspector by resolution of general meeting of members. In this case, about dismissal of inspector, it depends on resolution of Article 19 Clause 2.

(rewards) 
It is said that Article 28 director and inspector are nonpaying. But we can provide executive managing director and inspector with sum that we calculated according to standard of supply such as rewards to determine in general meeting of members particularly.
We can compensate 2 directors and inspector for expense.
About compensation of 3 expenses, chairperson establishes particularly.

(limit of business)
About limit of business with Article 29 director and this association, it shall depend on rule to establish according to in the board of directors.

(some exemptions of responsibility)
When association of Article 30 book corresponds to requirements to fix for laws and ordinances about compensation responsibility of corporation method Article 111 Clause 1, they can exempt laws and ordinances from sum that they subtract the responsibility ceiling at least and got to establish as limit from the amount of compensation responsibility by resolution of the board of directors.

(honorary chairperson and advisor)
We can employ honorary chairperson and advisor of few name in association of Article 31 book. We establish according to by general meeting of members about honorary chairperson and advisor.
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The Chapter 6 board of directors

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(constitution)
We establish the board of directors in association of Article 32 book.
2 board of directors constitutes having all directors.

(authority)
The Article 33 board of directors performs the next duties other than thing to fix for these articles of association particularly.
(1) Decision of the duties execution of this association
(2) Supervision of the execution of duties of director
(3) The choice of chairperson, vice-chairperson and executive managing director and dismissal

(call)
Chairperson calls the Article 34 board of directors.
When 2 chairpersons were missing; or to chairperson by accidents when have difficulty, vice-chairperson calls the board of directors by order that determined beforehand in the board of directors.
When there was request of call by document which listed a certain matter from a one-third or more of 3 total directors for the purpose of meeting, chairperson must call the board of directors for less than two weeks.

(the chairperson)
As for the chairperson of the Article 35 board of directors, chairperson is this.
When 2 chairpersons were missing or when chairperson has trouble by accidents, vice-chairperson hits this by order that we established beforehand in the board of directors.

(resolution)
The majority of director except director having special interest attends about resolution and performs resolution of the Article 36 board of directors with the majority. But, at the time of right or wrong same number, we stop at place where the chairperson gives a decision.
When we met requirements of corporation method Article 96 regardless of rule of 2 foregoing paragraphs, we consider that there was resolution of the board of directors.

(the minutes)
About the proceedings of the Article 37 board of directors, we make the minutes by place to establish in laws and ordinances.
We sign or director who attended and inspector sign their name on the minutes of foregoing paragraph, and 2 seals.

(board of directors rule)
Matter about the Article 38 board of directors depends on board of directors rule to establish in the board of directors other than thing to fix for laws and ordinances or these articles of association.
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Chapter 7 committee

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(committee)
Necessary arutokiha, board of directors can set up committee meeting by the resolution to plan smooth administration of business of association of Article 39 book.
The board of directors elects committee of 2 Committee.
We establish necessary matter by resolution of the board of directors about duty, constitution of 3 Committee and administration particularly.

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Chapter 8 fund

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(contribution of fund)
Association of Article 40 book shall be able to demand contribution of fund for employee or third party.
The board of directors establishes about procedures such as offer, application, allocation, payment of 2 funds particularly.
We do not return fund contributed 3 to until this association is dissolved.
About procedure of return of 4 funds, we establish place returning fund and method or other necessary matters particularly in liquidator to liquidator society.
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Chapter 9 property and accounts

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(the secretariat and the staff)
We put the secretariat to handle office work of Article 25 main meeting.
We employ secretary general, secretariat's deputy manager and the necessary staff in 2 secretariat, and chairperson appoints and dismisses.
3 secretary generals assist chairperson and vice-chairperson and handle everyday duties.
Chairperson consults with the board of directors and establishes matter necessary for organization of 4 secretariat and administration particularly.

(business report and financial statements)
You must submit to general meeting of members at the appointed hour after chairperson making the next documents about business report of association of Article 43 book and financial statements within two months after the end for every fiscal year, and receiving inspection of inspector, and having got approval of the board of directors. You report the contents about documents of the first and the second issue then and must receive approval about documents from the third issue to the sixth.
(1) Business report
(2) Statement of business report
(3) Balance sheet
(4) Income statement (net worth increase and decrease check)
(5) Affiliated statement of balance sheet and income statement (net worth increase and decrease check)
(6) List of property
We prepare for main office for five years and, other than documents of 2 foregoing paragraphs, put the next documents and shall put articles of association and company directory for main office.
(1) Inspection report
(2) List of director and inspector
(3) Summary of the situation of organization administration and operation

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Change, dissolution of Chapter 10 articles of association and settlement

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(change of articles of association)
We can change this Article 44 articles of association by resolution of general meeting of members.

(dissolution)
Association of Article 45 book is dissolved by reason established in resolution or other laws and ordinances of general meeting of members.

(reversion of remaining assets)
Reversion of remaining assets to have when association of Article 46 book settles shall donate to corporation raising to the law Article 5 17th about authorization of nonprofit foundation which, thus, establishes resolution of general meeting of members and public interest incorporated foundation or country or Chiyoda-ku.
Association of two does not distribute surplus fund.
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Method of Chapter 11 notification

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(notification)
We perform notification of association of Article 47 book by method to post on public place that it is easy to see of main office of this association.
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The Chapter 12 secretariat

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(setting)
We set up the secretariat to handle office work of association of Article 48 book.
We employ secretary general and the necessary staff in 2 secretariat.
As for 3 secretary generals and important staff, chairperson gets approval of the board of directors and appoints and dismisses.
Chairperson establishes necessary matter by resolution of the board of directors about organization of 4 secretariat and administration particularly.
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Chapter 13 information disclosure and protection of personal information

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(information disclosure)
Association of Article 49 book shall release the activities, administration contents, financing document positively to promote open activity with fairness.
We establish necessary matter about 2 information disclosure by resolution of the board of directors particularly.
(protection of personal information)
Association of Article 50 book shall make sure of protection of professional personal information that they were able to know.
We establish necessary matter about protection of 2 personal information by resolution of the board of directors particularly.
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Chapter 14 supplementary rules

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(commission)
Other than thing to fix for this Article 51 articles of association, chairperson establishes matter which is necessary for administration of this association by decision of the board of directors particularly.
(prohibition of special profit)
Association of Article 52 book cannot give person doing donation of property or testation in this association, officer of this association or employee or these relatives special profit about administration of the use of facility, advance of money, transfer of assets, supply of salary, election such as officers, operation of other property and business.