Chapter 1: General

(Name of the association)
Article 1　The name of this association shall be ‘SHIN KEIZAI RENMEI’ (a general incorporated association) and in English, ‘Japan Association of New Economy’ (JANE; hereafter called the “Association”).

(Principal office)
Article 2　The Association shall have its principal office in the Minato Ward of Metropolitan Tokyo.

(Purposes and activities)
Article 3　The purpose of the Association shall be to contribute to the sound operation of national government and the healthy development of regional communities through various new industries including e-business as well as IT business. In addition, for the purpose of securing, promoting and activating fair and free economic activities for the new industry that may lead to the stable improvement of the life for the people, the Association shall carry out the following activities:

• 1. Organize exchange meetings and forums for members;
• 2. Carry out surveys and studies relating to e-business, IT business as well as various new industries, and produce and publish reports thereof;
• 3. Assist and/or present awards for exemplary services;
• 4. Establish a dedicated desk for members to meet professionals; and
• 5. Carry out activities incidental or relating to the activities described above.

(Public notice)
Article 4

• 1. Public notices of the Association shall be issued by an electronic means.
• 2. In the case of the unavailability of electronic means due to an accident or for other unavoidable reason, the public notices of the Association shall be published in the Official Gazette.

(Organization)
Article 5　The Association shall establish the boards of directors and auditors.

Chapter 2: Membership

(Corporate members)
Article 6

• 1. The membership of the Association shall consist of the following two categories:
  • (1) General members: Corporations and proprietary businesses which have approved the purposes of the Association and subscribed for membership; and
  • (2) Supporting members: Corporations and proprietary businesses which have approved the purposes of the Association and subscribed for membership to provide support its activities.
• 2. Of the membership set out in the preceding paragraph, the general member shall be deemed to be the “members” of the Association as defined by the Act on General Incorporated Associations and General Incorporated Foundations (hereafter called the “Act”).

(Admission)
Article 7

• 1. A member shall be admitted to the Association by submitting an application using the form prescribed by the Association and obtaining the approval of the Board of Directors.
• 2. A corporate member shall designate an individual person as a representative who will exercises the rights of the corporation in the Association (hereafter called the “Member Representative”; the person need not necessarily be the representative named in the register of the corporation) and so designated by corporation with the Association.
• 3. A corporate member changing its designated Member Representative shall promptly report such a change to the Association by a notice of change, separately prescribed.
• 4. Once admitted, a member shall not be permitted to change its membership category during a fiscal year set out in Article 50 of the Article of Association. Should a member wish to apply for membership in a category different from the one into which the member has already been enrolled, the member shall pay to the Association the admission fee together with membership dues in full for the new membership category regardless of the timing in the fiscal year, and thereafter withdraw from the previous membership category.

(Admission fee and membership dues)
Article 8　In order to fund the ordinary costs of the activities of the Association, members shall be required to pay the admission fees and membership dues established by the Board of Directors on or before the date specifically prescribed by the Board.

(Voluntary withdrawal)
Article 9　Member may voluntarily withdraw from the Association by submitting the notice of withdrawal separately prescribed to the Association.

(Expulsion)
Article 10

• 1. In the event in which any one of the following subparagraphs has become applicable to a member, the member may be expelled from the Association by a resolution of the general meeting of members; however, that the resolution in this case shall be adopted at a meeting attended by more than one-half of the general members and by vote of a majority of two-thirds or more of the general members present at the meeting.
  • (1) A member has committed a material violation of any of the provisions of the Article of Association or the membership rules and other regulations separately established by the Board of Directors and the provisions of the Act and other law and regulations;
  • (2) The Association has determined that a member has committed an act which significantly impairs the reputation of the Association, or is against the purposes of the Association, or does damage to the dignity of the membership in the Association;
  • (3) The Association has determined that a member has committed an act which is prohibited by the membership rules separately established by the Board of Directors;
  • (4) It has become apparent that the member is a member of or involved in an anti-social group (e.g. organized crime group, members or associates of organized crime group, businesses connected to organized crime group, professional shareholder (sokaiya), rogues with false pretense of social or other activists, specialized organized crime group, and any other person or group which is similar to the preceding descriptions);
  • (5) The Association has otherwise determined that a sufficient reason for expulsion exists.
• 2. In the event a member is to be expelled from the Association under the provisions of the preceding paragraph, the affected member shall be notified of the pending expulsion at least one week prior to the date of a general meeting at which the member shall be given an opportunity to defend itself.

(Forfeiture of membership eligibility)
Article 11　In addition to the provisions of two preceding articles, a member shall lose its eligibility as a member of the Association in the event that any one of the following has become applicable to the member:

• (1) The member has not paid its admission fee or membership dues as required by Article 8;
• (2) All of the general members have consented to the forfeiture;
• (3) A petition for legal bankruptcy, including bankruptcy, civil rehabilitation, receivership, special liquidation or other proceedings has been brought against the member, or the procedures of dissolution (including dissolution under law), liquidation (including special liquidation) or readjustment of the member have commenced; or
• (4) The member, who is a sole proprietor, has discontinued his business or is deceased.

(Rights and obligation relating to the forfeited membership eligibility)
Article 12

• 1. In the event a member has lost its eligibility for membership in the Association under the provisions of the preceding three articles, the member shall forfeit its rights and be released from its obligations as a member of the Association. A general member shall lose the status of the member defined by the Act; provided, however, that the member shall not be released from its obligation to pay any outstanding amount even after its withdrawal from the Association if it has exercised its right to use member privileges during the fiscal year in which the expulsion or forfeiture of membership eligibility has occurred while having membership dues outstanding.
• 2. The Association shall have no obligation to return the admission fees, membership dues or any other monies or goods which have been contributed by a member who lost its member status.

(Membership list)
Article 13

• 1. The Association shall prepare a membership list which contains or records personal or corporate names and addresses of the members and maintain such list at its principal office. The portion of the membership list containing records of the general members shall constitute the membership list defined by the Act
• 2. Notices and notifications to the members of the Association shall be sent to the addresses contained or recorded in the membership list, or any address of which a member has notified the Association.

(Prohibition of the disposal of the qualification for membership)
Article 14　Members of the Association shall not be permitted to transfer, assign or pledge or otherwise dispose of their membership in the Association or any of the privileges attached thereto.

Chapter 3: General meeting

(Types)
Article 15　The Association shall hold ordinary or extraordinary general meetings of its members.

(Organization)
Article 16

• 1. A general meeting shall be organized of all general members.
• 2. Each general member shall have one vote at general meeting

(Authority)
Article 17　The following resolutions shall be adopted by general meetings of the Association:

• (1) Expulsion of member;
• (2) Election or removal of directors and auditors;
• (3) Amount of remuneration to directors and auditors;
• (4) Approval of balance sheet and income and loss statement (statement of changes in net assets) as well as any ancillary documents;
• (5) Changes to the Articles of Association
• (6) Dissolution of the Association and disposition of residual assets
• (7) Any other matters which are required by law or the Articles of Incorporation to be resolved by the general meeting.

(Meetings)
Article 18　An ordinary general meeting shall be　held within three months of the end of each fiscal year. Extraordinary general meetings may be convened at any time as necessary.

(Convocation)
Article 19

• 1. Unless otherwise provided for by law, a general meeting of members of the Association shall be convened by the representative director of the Board of Directors; provided, however, if the representative director is unable to act, one of the remaining directors shall call the meeting in his place in the order previously established by the Board of Directors.
• 2. General members holding voting rights of more than one-tenth of all general members may request the representative director to convene a general meeting of members by presenting an agenda for the meeting and the reason for convening such a meeting.
• 3. A notice of a general meeting of members shall be issued to each general member at least one week prior to the date of the general meeting.
• 4. The notice set out in the preceding paragraph may be issued by electronic means.

(Omission of the convocation procedures)
Article 20　A general meeting may be held without the convocation procedures upon the unanimous consent of the general members.

(Chair)
Article 21　The representative director shall act as the chair and preside over a general meeting of members. If the representative director is unable to act, one of the remaining directors shall act as a chair in his place in the order previously established by the Board of Directors.

(Resolution)
Article 22

• 1. Unless otherwise provided by law or the Articles of Incorporation, all resolutions of general meetings of members shall be adopted by a majority of the voting rights of the majority of the general members who are present at the meeting.
• 2. Notwithstanding the provision of the preceding paragraph, the following resolutions shall be adopted by more than two-thirds of the voting rights of the general members:
  • (1) Expulsion of member;
  • (2) Removal of directors and auditors;
  • (3) Changes to the Articles of Association;
  • (4) Dissolution of the Association
  • (5) Other matters required by law to be resolved.

(Omission of resolution by a general meeting)
Article 23　With respect to matters subject to be resolution by a general meeting, when a director or a general member has proposed the passing of the resolution to which all of the general members have indicated their consent in writing or electronic record, the proposal shall be deemed to have been resolved by a general meeting.

(Voting by proxy)
Article 24

• 1. A general member may exercise its voting right through a proxy provided that the proxy is an officer or a general member of the Association.
• 2. The proxy described in the preceding paragraph shall submit a power of attorney evidencing the proxy’s power of representation to the Association at each general meeting.

(Minutes)
Article 25　The proceedings at a general meeting of members shall be recorded in the minutes of the meeting in writing or an electronic record, and maintained at the principal office of the Association for a period of ten years from the date of the general meeting.

Chapter 4: Officers

(Appointment of officers)
Article 26

• 1. The Association shall appoint the following officers and directors that shall be deemed to be the directors defined by the Act:
  Directors: Three or more but not exceeding ten
  Auditors: One or more but not exceeding three
• 2. Of the directors, one shall be appointed as the representative director.
• 3. Of the directors, one may be appointed as the vice representative director.
• 4. The officer set out in the preceding paragraph 1, the auditor shall be read as ‘board of auditors’ of the Association as defined by the Act.

(Election of officers)
Article 27

• 1. Directors shall be elected by a resolution of the general meeting from the corporate representatives or proprietors who are general members of the Association.
• 2. The representative director and the vice representative director shall be elected by the directors by a mutual vote.

(Duties and authority of directors)
Article 28

• 1. The directors shall form the Board of Directors and carry out their duties in accordance with the provisions of law and the Articles of Incorporation.
• 2. The representative director shall represent the Association and carry out his duties in accordance with the provisions of law and the Articles of Incorporation.

(Duties and authority of auditors)
Article 29

• 1. Auditors shall audit the execution of the duties by the directors and prepare audit reports in accordance with the provisions of law and the Articles of Incorporation.
• 2. Auditors may at any time request for a business report to examine the state of business and assets of the Association from the directors and employees.

(Term of office)
Article 30

• 1. The term of office of the directors shall expire at the conclusion of the ordinary general meeting of members relating to the later of the business years that end within two years their assumption of office. Re-election shall not be precluded.
• 2. The term of office of the auditors shall expire at the conclusion of the ordinary general meeting of members relating to the later of the business years that end within two years their assumption of office. Re-election shall not be precluded.
• 3.　The term of office of a director or auditor elected to fill a vacancy shall expire at the end of the term of office of his predecessor.
• 4.　The term of office of directors elected as the result of an increase in the number shall expire at the same time as the end of the term of office of other incumbent directors.
• 5.　When the resignation or conclusion of the term of office of an officer results in the number of officers falling below a quorum, that officers shall have the right and obligation to carry out his duties until the assumption of the office by a newly elected officer.

(Removal of officers)
Article 31

• 1. An officer may be removed from office by a resolution of a general meeting of members; provided, however, that such resolution shall be adopted by a two-third majority of the general membership.
• 2. An officer who has forfeited his eligibility for membership under the provision of Article 11 of hereof shall be removed from office.

(Remuneration)
Article 32　Officers shall serve without remuneration.

(Restriction on transactions by officers)
Article 33　In any event a director wishes to carry out any of the transactions listed below, he shall disclose all material facts regarding the transaction to and receive the approval of the Board of Directors.

• (1) Transactions similar to the businesses of the Association for benefit of self or a third party;
• (2) Transactions with the Association for benefit of self or a third party; or
• (3) Transactions which require the Association to guarantee the liabilities of the director or with a person who is not director of the Association which may be in conflict of interest of the Association and that director.

(Exemption from officers’ liability)
Article 34

• 1. The Association may, by a resolution of the Board of Directors, exempt directors (including a person who was a director) from their liability for acts stipulated by Article 111 of the Act to the extent permitted by law, in accordance with the provisions of Article 114 of the Act.
• 2. The Association may, by a resolution of the Board of Directors, exempt auditors (including a person who was an auditor) from their liability for acts stipulated by Article 111 of the Act to the extent permitted by law, in accordance with the provisions of Article 114 of the Act.

(Limitation of liability agreement with external officers)
Article 35

• 1. The Association may enter into an agreement with external directors with respect to a limitation of liability for acts stipulated by Article 111 of the Act in accordance with the provisions of Article 115 of the Act; provided, however, that the limitation of liability under such agreement shall be limited to the extent permitted by law.
• 2. The Association may enter into an agreement with external auditors with respect to a limitation of liability for acts stipulated by Article 111 of the Act in accordance with the provisions of Article 115 of the Act; provided, however, that the limitation of liability under such agreement shall be limited to the extent permitted by law.

Chapter 5: Board of Directors

(Organization)
Article 36　The Board of Directors shall be organized by all directors.

(Authority)
Article 37　The Board of Directors shall carry out the following duties:

• (1) Decisions on the execution of business of the Association;
• (2) Supervision of the execution of duties by directors;
• (3) Selection and removal of the representative director and the vice representative director;
• (4) Selection and removal of the executive director.

(Report to the Board of Directors)
Article 38　Directors who have been appointed by the representative director and the Board of Directors to execute the duty of Association shall report the details and status of work to the Board of Directors. The reporting should be conducted more than twice a fiscal year, and each report shall have an interval of more than four months.

(Convocation of meeting)
Article 39

• 1.Meetings of the Board of Directors shall be convened by the representative director.
• 2. A notice of a meeting of the Board of Directors shall be given to each director and auditor at least five days prior to the date of the meeting.
• 3. A director or auditor may request the representative director to convene a meeting of the Board of Directors.
• 4. In the event in which notice has not been issued within five days of the request of the preceding paragraph setting the date of the meeting of the Board of Directors within two weeks of the date of the request, the director or auditor who made the request may convene a meeting of the Board of Directors.
• 5. If the representative director is unable to act, other directors may convene a meeting of the Board of Directors in accordance with an order previously determined by the Board of Directors.

(Omission of the convocation procedures)
Article 40　A meeting of the Board of Directors may be held without the convocation procedures upon the unanimous consent of the directors and auditors.

(Chair)
Article 41　The representative director shall act as the chair and preside over a meeting of the Board of Directors. If the representative director is unable to act, one of the directors may act in his place in accordance with an order previously determined by the Board of Directors.

(Resolution)
Article 42

• 1. All resolutions of the Board of Directors shall be adopted by a majority of the voting rights of the majority of the members of the Board of Directors who are present at the meeting.
• 2. Of the resolution set out in the preceding paragraph, any director who has specific interest in the matter subject to the resolution shall not have the right to vote.

(Omission of resolution by the Board of Directors)
Article 43　When a director has proposed passing a resolution for matters to be resolved by the Board of Directors, such resolution shall be deemed to have been adopted by the Board of Directors if all of the directors entitled to vote on the proposal have indicated their consent in writing or by electronic record (except when an auditor has expressed his objection to the proposal).

(Minutes)
Article 44　The proceedings at a meeting of the Board of Directors shall be recorded in the minutes of the meeting in writing or electronic record, and maintained at the principal office of the Association for the period of ten years from the date of the meeting of the Board of Directors.

Chapter 6: Executive Member Meeting

(Executive Member)
Article 45

• 1. The Association may include the executive members.
• 2. 2. The executive members shall be appointed by the Board of Directors from the corporate representatives or proprietors who are general members of the Association;
• 3. Of executive members, other relevant matters shall be separately prescribed by the Board of Directors.

(Executive Member Meeting)
Article 46

• 1. The Association may include the executive member meeting.
• 2. The executive member meeting shall be formed by all the executive members, representative director, the vice representative director and other directors of the Association. Of the executive member meeting set out in the preceding paragraph, members shall discuss subject matters related to the Association’s business outlines and operations.
• 3. Of executive member meeting, other relevant matters shall be separately prescribed by the Board of Directors.
• 4. A contributor to the endowment fund shall not assign or pledge its returnable credit in the endowment fund to others without the approval of the Board of Directors.

Chapter 7: Endowment Fund

(Call for endowment)
Article 47

• 1. The Association may request its members or third parties to contribute to the endowment fund.
• 2. The procedures for call for endowment, allotment and payment shall be determined by the Board of Directors.

(Regulations relating to the rights of contributors)
Article 48

• 1. The funds endowed to the Association shall not be returned until the date on which the Association has agreed to do so with the contributors.
• 2. A fund which was paid for or supplied by a contributor shall be deemed to be a deposit from that contributor, and returned to that contributor in accordance with the provisions of the Articles of Incorporation.
• 3. No interest shall accrue to the returnable credit in the endowment fund.
• 4. A contributor to the endowment fund shall not assign or pledge its returnable credit in the endowment fund to others without the approval of the Board of Directors.
• 5. A contributor to the endowment fund shall not have voting rights or any authority in the operation of the Association.
• 6. A contributor to the endowment fund may hold the status of a member of the Association.

(Return of endowment fund)
Article 49　The endowment fund of the Association shall be returned in accordance with the resolution of an ordinary general meeting of members to the extent permitted by the provisions of Article 141, Paragraph 2 of the Act.

Chapter 8: Accounts

(Fiscal year)
Article 50　The fiscal period of the Association shall be one year from January 1 to December 31.

(Surplus)
Article 51　The Association cannot distribute its surplus.

(Annual report and settlement of accounts)
Article 52

• 1. With respect to annual report and settlement of accounts of the Association, the representative director shall prepare the following document in respect of each fiscal year, and, after an audit by auditors and upon approval by the Board of Directors, submit or supply them to the ordinary general meeting of members:
  • (1) Annual report and any attachments
  • (2) Balance sheet and income statement, and any ancillary schedules.
• 2. The representative director shall report the details of an annual report of the Association to an ordinary general meeting of members.
• 3. The balance sheet and income statement shall be approved by an ordinary general meeting of members.

Chapter 9: Secretariat

(Secretariat)
Article 53

• 1. The Association shall establish a secretariat for the administration.
• 2. The secretariat shall have the secretary-general and other required staff which are appointed or removed by the Board of Directors.
• 3. The organization of the secretariat shall be determined by the secretary-general upon the approval of the Board of Directors.
• 4. The Association shall employ the necessary number of administrative staff at its secretariat.
• 5. Matters necessary for the organization and operation of the secretariat shall be determined by the Board of Directors.

(Books and documents)
Article 54　The secretariat shall maintain the following books and documents at its office at any time to the extent stipulated by law:

• (1) Articles of Association;
• (2) Membership list and documents relating to changes in membership;
• (3) List of directors, auditors and other employees and their resumes;
• (4) Documents relating to permits, approvals and registry;
• (5) Documents and minutes relating to the proceedings of organs of the Association established by the Articles of Association;
• (6) Books and documentary evidence relating to revenue and expenditures
• (7) Documents indicating the state of assets, liabilities and net assets
• (8) Any other necessary books and documents

Chapter 10: Changes to the Articles of Association and dissolution of the association

(Changes to the Articles of Association)
Article 55　The Articles of Association herein may be revised by a resolution at a general meeting of members.

(Dissolution)
Article 56　The Association may be dissolved by a resolution at a general meeting of members or for a reason stipulated by law.

(Disposition of residual assets)
Article 57　Any residual assets held by the Association at the time of its liquidation shall be donated to corporations or the state, or local governments stipulated by Article 5, Paragraph 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations upon a resolution of the general meeting of members.

Chapter 11: Supplementary Provisions

(First fiscal year)
Article 58　The first fiscal year of the Association shall be the period from the date of the establishment of the Association to December 31, 2010.

(Membership rules and other regulations and reference to law)
Article 59　Any matter, including matters relating to admission/withdrawal and rights and obligations of membership, which is not specifically provided for by the Articles of Association shall refer to the membership rules and other regulations separately established by the Board of Directors and the provisions of the Act and other law and regulations.

Effective December 3, 2009
Revised February 22, 2010
Revised June 1, 2012
Revised February 22, 2013
Revised February 29, 2016