The Naito Foundation Public Interest Incorporated Foundation Articles of Incorporation

　

Chapter 1 : General Rules

• Article 1. Name

The name of this foundation is "The Naito Foundation" (the "Foundation"), a Public Interest Foundation.

• Article 2. Office

The principal office of the Foundation is located in Bunkyo-ku, Tokyo.

Chapter 2 : Purpose and Activities

• Article 3. Purpose

The purpose of the Foundation is to encourage the research of "natural sciences on prevention and cure of human diseases"and thereby to promote sciences and to contribute to the welfare of human beings.

• Article 4. Public interest activities


4.1
The Foundation performs the following activities to achieve the purpose stated in Article 3.
• (1)
  Providing subsidies for researches on "natural sciences on prevention and cure of human diseases" (herein after called“Natural Science”);
  (2)
  Giving awards for researchers who have made distinguishedachievement in the development of Natural Sciences;
  (3)
  Providing subsidies for pubddshing research results on Natural Sciences;
  (4)
  Providing subsidies for domestic or overseas studies for those who are engaged in research on Natural Sciences;
  (5)
  Providing subsidies for inviting foreigners who conduct researches on Natural Sciences, as well as for Japanese scientists to travel overseas and to engage in studies on Natural Sciences;
  (6)
  Collecting, reviewing and exhibiting books and reference materials necessary for the studies of Natural Sciences;
  (7)
  Holding and providing subsidies for holding the lecture meetings on Natural Sciences; and
  (8)
  Conducting other activities necessary for achieving the public interest purpose stated in Article 3.
4.2
The activities prescribed in Article 4.1 shall be performed throughout Japan.

• Article 5. Business year

A business year of the Foundation begins on April 1 of each year and ends on March 31 of the following year.

Chapter 3 : Assets and Accounting

• Article 6. Types of assets


6.1
The Foundation has three (3) types of assets, namely basic funds, specific assets, and operating funds.
6.2
The basic funds consist of the following:
• • (1)
    Funds listed as basic funds on the inventory of assets as of the day preceding the day on which the Foundation recorded its change of form to a public interest incorporated foundation;
    (2)
    Funds donated specifically to be a part of the basic funds; and
    (3)
    Funds that were determined by a resolution of the Board of Directors to be allocated from specific assets or operating funds to basic funds.
6.3
The specific assets are the assets that the Foundation holds for specific purposes, and the Board of Directors will determine as to how to spendthe specific assets.
6.4
The operating funds are the funds other than the basic funds and the specific assets.

• Article 7. Maintenance and disposition of the basic funds


7.1
The Foundation shall ensure to maintain and manage the basic funds properly.
7.2
If a part of the basic funds is to be disposed of or pledged as collateral for an unavoidable reason, such disposition or pledge must be approved by a resolution of no less than 2/3 of the Directors who are entitled to vote at the Board of Directors meeting, and by a resolution of no less than 2/3 of the Councilors who are entitled to vote at the Councilors' Meeting.

• Article 8. Management and investment of the Foundation's assets

The President shall manage and invest the Foundation's assets in accordance with the methods determined by the Board of Directors.

• Article 9. Activity plan and budget


9.1
The President shall prepare, no later than one (1) day prior to the beginning of each business year, the activity plans and budget documents, and documents indicating projected financing and facility investments, and report them at the immediately following Councilors' Meeting, upon obtaining a resolution of the Board of Directors. The same procedures shall be followed for any change in these documents.
9.2
Without regard to Article 9.1, if a budget is not approved for an unavoidable reason, the Foundation, based on a resolution of Board of Directors, may spend or receive income according to the budget of the preceding business year until the budget is approved.
9.3
Any spending and income under Article 9.2 are deemed to be spending and income under the newly approved budget.
9.4
The documents prescribed in Article 9.1 shall be submitted to the administrative agency no later than one day prior to the beginning of each business year, and shall be kept at the principal office for public inspection until the end of the business year.

• Article 10. Activity report and accounting


10.1
With regard to activity reports and accounting, the President must prepare the following documents after the end of each business year, have them audited by the Auditors, and have documents (3) through (6) audited by the Accounting Auditor, and then, upon obtaining the Board of Directors approval, report them to or obtain an approval of the Ordinary Meeting of the Councilors pursuant to the provisions of laws and regulations.
• • (1)
    Activity report;
    (2)
    Annexed detailed statements of the activity report;
    (3)
    Balance sheet;
    (4)
    Net assets variation statement;
    (5)
    Annexed detailed statements of the balance sheet and the net assets variation statement;
    (6)
    Inventory of assets; and
  10.2
  The documents listed in Article 10.1 must be submitted to the administrative agency within three months after the end of each business year.
  10.3
  The Foundation must, pursuant to the provisions of laws and regulations, give a public notice of the balance sheet without delay after the conclusion of the Ordinary Meeting of the Councilors prescribed in Article 10.1.
  10.4
  In addition to the documents listed in Article 10.1, the Foundation shall keep the following documents in its principal office for five (5) years for public inspection, and shall keep the Articles of Incorporation in its principal office for public inspection.
  • (1)
    Audit report;
    (2)
    Accounting audit report;
    (3)
    List of names of its Directors, Auditors, and Councilors;
    (4)
    Documents indicating standards for payment of remuneration for its Directors, Auditors, and Councilors; and
    (5)
    Documents indicating summary of the operating organizations and activities, and any significant figures relating to them;

• Article 11. Accounting principles


11.1
Accounting of the Foundation shall be in accordance with accounting practices of public interest corporations that are generally accepted as fair and appropriate.
11.2
The Board of Directors shall determine any matter necessary for handling the accounting of the Foundation.

• Article 12. Calculation of remaining amount of the assetts acquired for public purposes

Pursuant to Article 48 of the Ordinance for Enforcement of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation (herein after called "Authorization Act"), the President shall, in each business year, calculate the remaining amount of the assets acquired for public purposes as of the end of the business year, and indicate such amount on the documents prescribed in Item (5) of Article 10.4.

Chapter 4 : Councilors and Councilors' Meeting

　Part 1 : Councilors

• Article 13. Quorum


13.1
The Foundation shall have no less than seven (7) but no more than eleven (11) councilors.
13.2
One of the councilors shall be the Chairperson of the Councilors' Meeting.

• Article 14. Appointment


14.1
Directors and auditors are selected by a councilors' meeting. One president of the board and one managing director are decided by the members of the board.
14.2
The sum of (i) one of the Directors, Auditors, or Councilors and (ii) the number of Councilors who are family members of (iii) or tied to him/her with other special relationships may not exceed 1/3 of the total number of the Councilors.
14.3
The provision of Article 29.6 will be applied mutatis mutandis to the Councilors of the Foundation.
14.4
The Chairperson of the Councilors' Meeting will be elected by the Councilors at the Councilors' Meeting.
14.5
A Councilor may not concurrently hold a post of a Director, an Auditor, or an employee of the Foundation.
14.6
Any change of the Councilors shall be recorded within two (2) weeks and be informed to the administrative agency without delay.

• Article 15. Duties and Powers

The Councilors constitute the Councilors' Meeting, participate in resolutions of the matters prescribed in Article 20, and exercise other powers prescribed in the laws and regulations.

• Article 16. Term of office


16.1
A Councilor's term of office expires at the conclusion of the Ordinary Meeting of the Councilors for the final business year that ends within four (4) years after his/her election as a Councilor. A Councilor may be reappointed.
16.2
The term of office of a Councilor who has been appointed to fill the vacancy of a Councilor who resigned prior to the expiration of his/her term of office shall be the same as the remaining term of office of the resigned Councilor.
16.3
If any Councilor retires by expiration of his/her term of office or by resignation and the quorum of the Councilors in office falls below the minimum number of Councilors required under Article 13, the retired Councilor continues to have rights and duties as a Councilor until the newly appointed Councilor assumes the office of Councilor.

• Article 17. Removal

If any of the following becomes applicable to a Councilor, he or she may be removed by a resolution of no less than 2/3 of the Councilors who are entitled to vote at the Councilors' Meeting. Before such resolution at the Councilors' Meeting, the Councilor who is to be removed shall be given an opportunity to state his/her opinion.

• (1)
  The Councilor fails to comply with his/her duties as a Councilor; or
  (2)
  The Councilor has difficulty in performing his/her duties as a Councilor because of physical or mental disability.

• Article 18. Remuneration


18.1
The total amount of a Councilor's remuneration shall not be no more than JPY2,000,000 per year.
18.2
The Foundation shall pay the Councilors expenses necessary to perform their duties.
18.3
The Councilors' Meeting shall determine any necessary matters concerning Articles 18.1 and 18.2.

Part 2 : Councilors' Meeting

• Article 19. Composition


19.1
The Foundation has the Councilors' Meeting.
19.2
The Councilors' Meeting is composed of all of the Councilors.

• Article 20. Authority

The Councilor's Meeting determines the following matters by its resolution:

• (1)
  Appointment and removal of the Councilors;
  (2)
  Appointment and removal of Directors, Auditors, and Accounting Auditors;
  (3)
  Amount of remuneration for Directors and Auditors;
  (4)
  Approval of dispositions of the basic funds;
  (5)
  Amendment of the Articles of Incorporation;
  (6)
  Donation of remaining amount of the assetts acquired for public purposes and disposition of surplus assets;
  (7)
  Approval on agreement of an absorptiontype merger;
  (8)
  Transfer of all of the businesses; and
  (9)
  Any other matters prescribed under the Act on General Incorporated Associations and General Incorporated Foundations ("Associations and Foundations Act") or the Articles of Incorporation.

• Article 21.Types of Councilors' Meeting and holding of Councilors' Meeting


21.1
Councilors' Meetings are either Ordinary Meetings of the Councilors or Extraordinary Meetings of the Councilors.
21.2
An Ordinary Meeting of the Councilors may be held within three (3) months from the end of each business year.
21.3
An Extraordinary Meeting of the Councilors shall be held from time to time as necessary.

• Article 22. Convocation


22.1
The President convenes a Councilors' Meeting upon a resolution of the Board of Directors.
22.2
Without regard to Article 22.1, a Councilor may request the President to convene a Councilors' Meeting upon presenting the matters to be resolved at and reasons for convening a Councilors' Meeting.
22.3
If requested pursuant to Article 22.2, the President must convene a Councilors' Meeting without delay.
22.4
A Councilor who makes a request pursuant to Article 22.2 may convene a Councilors' Meeting upon obtaining an approval of a court, if:
• • (1)
    Convocation procedures are not taken without delay after the request; or
    (2)
    A convocation notice is not dispatched to inform that a Councilors' Meeting will be held on a date within six (6) weeks from the date of the request.
22.5
When convening a Councilors' Meeting, the Councilors must be given, no later than one (1) week prior to the date of the Meeting, a written notice of date and time of the Meeting, place of the Meeting, and subject matters of the Meeting and summary of proposals relating to the subject matters of the Meeting (except those subject matters that are the proposal) (and informing accordingly if any of the proposals are not finalized).
22.6
Without regard to Article 22.5, if all of the Councilors agree, a Councilors' Meeting may be convened without the convocation procedure.

• Article 23. Chairperson

The Chairperson of the Councilors' Meeting takes the chair of the Councilor's Meeting. If the Chairperson cannot attend the Councilors' Meeting, the attending Councilors elect a Chairperson of the meeting from among themselves.

• Article 24. Resolution

Except for the matters set forth in Article 189.2 of the Associations and Foundations Act or unless otherwise provided for in the Articles of Incorporation, a resolution of the Councilors' Meeting shall be made by the majority of the Councilors present at the Meeting where the majority of the Councilors entitled to participate in the vote are present.

• Article 25. Omission of resolution

Where a Director proposes a matter to be resolved at a Councilors' Meeting, if all Councilors who are entitled to vote with respect to such matter manifest their intent to agree to such proposal in writing or by means of electromagnetic records, it will be deemed that a resolution to approve such proposal at a Councilors' Meeting has been made.

• Article 26. Omission of reporting

Where the Directors notify all Councilors of any matter that is to be reported to the Councilors' Meeting, if all Councilors manifest their intent in writing or by means of electromagnetic records to agree that it is not necessary to report such matter to the Councilors' Meeting, it will be deemed that such matter has been reported to the Councilors' Meeting.

• Article 27. Minutes of meeting

Minutes of the Councilors' Meetings must be prepared pursuant to the provisions of the laws and regulations, and the Chairperson must sign or affix his/her name and seal on the minutes.

Chapter 5 : Officers and Board of Directors

　Part 1 : Officers

• Article 28. Types and quorum of officers


28.1
The Foundation has the following officers:
• • (1)
    No less than seven (7) but no more than thirteen (13) Directors; and
    (2)
    No less than one (1) but no more than three (3) Auditor(s).
28.2
The Foundation shall have an Accounting Auditor.
28.3
One of the Directors shall be the President, and one of the Directors shall be an Executive Director.
28.4
The President and the Executive Director set forth in Article 28.3 shall be a representative director (daihyo-riji) under “the Associations and Foundations Act”and an executive director (jomu-riji) under Article 91.1 (2) of the Associations and Foundations Act, respectively.
• Article 29. Appointment


29.1
The Directors and Auditors, and an Accounting Auditor shall be appointed by resolution of the Councilors' Meeting.
29.2
The President and the Executive Director shall be appointed from among the Directors by a resolution of the Board of Directors.
29.3
The Auditors and Accounting Auditor may not concurrently hold a post of a Director or be an employee of the Foundation.
29.4
The sum of (i) one of the Directors, Auditors, or Councilors and (ii) the number of Directors who are his/her family members or tied to him/her with other special relationships may not exceed 1/3 of the total number of the Directors.
29.5
The sum of (i) one of the Auditors, Directors, or Councilors and (ii) the number of Auditors who are his/her family members or tied to him/her with other special relationships may not exceed 1/3 of the total number of the Auditors.
29.6
No more than 1/3 of the total number of the Directors may be directors or employees of the same outside entity (other than public interest corporations) or tied with other similar close relationship as prescribed under the laws and regulations. The same shall apply to the Auditors.
29.7
Any change of the Directors, Auditors, or Accounting Auditor must be registered within two (2) weeks and be informed to the administrative agency without delay.
• Article 30. Duties and powers of Directors


30.1
The Directors constitute the Board of Directors, and participate in decisions in performing the functions of the Foundation pursuant to the provisions of the laws and regulations and these Articles of Incorporation.
30.2
The President represents the Foundation and shall perform its functions.
30.3
The Executive Director assists the President and shall perform the functions of the Foundation. If the President is unable to perform his/her duties or if the position is vacant, the Executive Director shall convene the Councilors' Meeting and Board of Directors Meeting, and shall perform the President's duties.
30.4
The President and the Executive Director must report the status of performance of their duties no less than twice every business year, with an interval of more than four (4) months.
• Article 31. Duties and powers of Auditors and Accounting Auditor


31.1
The Auditors performs the following duties:
• • (1)
    To audit the President's performance of his/her duties, and prepare an audit report pursuant to the provisions of the laws and regulations;
    (2)
    To examine the operation and assets of the Foundation, and to audit financial documents and business reports for each business year;
    (3)
    To attend the Board of Directors Meeting, and state opinions as they deem necessary;
    (4)
    To report to the Board of Councilors and the Board of Directors without delay, if the Auditors find that the President is or is likely to be engaged in an unauthorized act or there is enough reason for any violation of the laws and regulations or the Articles of Incorporation, or there is a grossly improper fact;
    (5)
    To request the President to convene a Board of Directors Meeting if necessary for the purpose of making the report of Article 31.1 (4), and to convene a Board of Directors Meeting directly if a convocation notice is dispatched, within five (5) days from the request, to inform that a Board of Directors Meeting shall be held on a date within two (2) weeks from the request.
    (6)
    To examine the proposals to be submitted by the Directors to the Board of Councilors Meeting, documents, and other matters provided for in the laws and regulations; and to report to the Board of Councilors the results of examination if the Auditors finds any violation of the laws and regulations or other grossly improper fact.
    (7)
    Where any Director is or is likely to be engaged in an act that is outside the scope of the purpose of the Foundation or any other act in violation of the laws and regulations or the Articles of Incorporation, if such act is likely to cause significant damage to the Foundation, to request the Director to cease such act; and
    (8)
    To exercise any other powers given to Auditors under the laws and regulations.
31.2
The Accounting Auditor performs the following duties:
• • (1)
    To audit the documents prescribed in Articles 10.1 (3) through (6), and prepare an accounting audit report pursuant to the laws and regulations;
    (2)
    To report to the Auditors without delay, if the Accounting Auditor finds any unauthorized act or any significant fact in violation of the laws and regulations or these Articles of Incorporation in the Directors' performance of his/her duties.
    (3)
    To exercise any other powers given to Accounting Auditor under the laws and regulations.
• Article 32. Term of office


32.1
A Director's term of office expires at the conclusion of the Ordinary Meeting of the Councilors for the final business year that ends within two (2) years after his/her appointment as a Director. A Director may be reappointed.
32.2
An Auditor's term of office expires at the conclusion of the Ordinary Meeting of the Councilors for the final business year that ends within four (4) years after his/her election as an Auditor. An Auditor may be reappointed.
32.3
The term of office of an Officer who has been appointed to fill the vacancy of an Officer who resigned prior to the expiration of his/her term of office shall be the same as the remaining term of office of the resigned Officer.
32.4
If any Officer retires by expiration of his/her term of office or by resignation and the quorum of the Officers in office falls below the minimum number of Officers required under Article 28.1, the retired Officer continues to have rights and duties as an Officer until the newly appointed Officer assumes the office of Officer.
32.5
An Accounting Auditor's term of office expires at the conclusion of the Ordinary Meeting of the Councilors for the final business year that ends within one (1) year after his/her election as an Accounting Auditor.
32.6
Unless otherwise determined by a resolution at the Ordinary Meeting of the Councilors prescribed in Article 32.5, an Accounting Auditor is deemed to have been reappointed at such Ordinary Meeting of the Councilors.
• Article 33. Removal


33.1
When any of the following becomes applicable to a Director or an Auditor, he or she may be removed by a resolution of the Councilor's Meeting. When removing an Auditor, however, a resolution must be made by no less than 2/3 of the Councilors who are entitled to vote at a Councilors' Meeting.
• • (1)
    When the Director or Auditor fails to comply with his/her duties as a Director or an Auditor; or
    (2)
    When the Director or Auditor has difficulty in performing his/her duties as a Director or an Auditor because of physical or mental disability.
33.2
When any of the following becomes applicable to an Accounting Auditor, he or she may be removed by a resolution of the Councilor's Meeting.
• • (1)
    When the Accounting Auditor fails to comply with his/her duties as an Accounting Auditor;
    (2)
    When the Accounting Auditor is engaged in misconduct inappropriate for an Accounting Auditor; or
    (3)
    When the Accounting Auditor has difficulty in performing his/her duties as an Accounting Auditor because of physical or mental disability.
33.3
When any item of Article 33.2 becomes applicable to an Accounting Auditor, he or she may be removed by the Auditors if agreed by all of the Auditors. The Auditors must report the fact of removal and the reasons for the removal to the first Councilors' Meeting convened after such removal.
• Article 34. Remuneration


34.1
The Officers may be paid remuneration in consideration for their performance of the duties.
34.2
The Foundation may pay the Officers expenses necessary to perform their duties.
34.3
The Councilors' Meeting shall determine any necessary matters concerning Articles 34.1 and 34.2.
34.4
The remuneration for the Accounting Auditor shall be determined at a Board of Directors Meeting with an agreement by the majority of the Auditors.
• Article 35. Exemption or limitation of liabilities


35.1
If the requirements under the laws and regulations are satisfied, the Foundation may exempt, by a resolution of the Board of Directors, the liability of the Officers and Accounting Auditor under Article 111.1 applied mutatis mutandis in Article 198 of the Associations and Foundations Act to the amount of liability less the minimum liability amount set forth in the laws and regulations.
35.2
The Foundation may, by a resolution of the Board of Directors, enter into an agreement with the outside Officers and with the Accounting Auditor to limit the liability under Article 35.1 where the requirements under the laws and regulations are satisfied; Provided, however, that the maximum amount of liability under the agreement shall be the greater of (i) an amount no less than JPY100,000 that is set forth in advance; or (ii) the minimum liability amount prescribed under the laws and regulations.
• Article 36. Honorary Director


36.1
The Foundation may have Honorary Directors to a certain extent.
36.2
The Honorary Directors give advice and state their opinions to the President.
36.3
The Board of Directors appoints an Honorary Director from among academic experts.
36.4
The Honorary Directors are paid no remuneration. The Foundation may pay expenses necessary to perform their duties.

Part 2 : Board of Directors

• Article 37. Composition


37.1
The Foundation has a Board of Directors.
37.2
The Board of Directors is composed of all of the Directors.
• Article 38. Authority


38.1
The Board of Directors performs the following duties:
• • (1)
    Determining the execution of the Foundation's business;
    (2)
    Supervising the execution of duties by Directors; and,
    (3)
    Electing and dismissing the President and the Executive Director.
38.2
The Board of Directors may not delegate the following matters and other important matters regarding the execution of business to Directors:
• • (1)
    Disposition and acceptance of important assets;
    (2)
    Substantial borrowings;
    (3)
    Appointment and dismissal of important employees;
    (4)
    Establishment, change and abolishment of a secondary office and other important organizations;
    (5)
    Improvement of a system to ensure that Directors' execution of duties shall be in compliance with the laws and regulations and these Articles and Incorporations and other systems that are designated as necessary by the Ministry of Justice Ordinance to secure proper execution of the business by the Foundation; and,
    (6)
    Exemption of liability under Article 35.1 and conclusion of a liability limitation agreement under Article 35.2.
38.3
Approval of no less than 2/3 of the total number of the Directors must be obtained at a Board of Directors' Meeting, before exercising the voting right regarding the shares held by the Foundation that are subject to the second half of Article 40.1 of the Act on Special Measures Concerning Taxation.
• Article 39. Types of Board of Directors' Meetings and holding of
  　　　　　　Board of Directors' Meetings


39.1
Board of Directors' Meetings are either Ordinary Board of Directors' Meeting or Extraordinary Board of Directors' Meeting.
39.2
An Ordinary Board of Directors' Meeting is held three (3) times during each business year.
39.3
An Extraordinary Board of Directors' Meeting shall be held, if any of the following events occurs:
• • (1)
    The President deems it necessary to hold the Meeting;
    (2)
    A Director other than the President makes a request to the President for convocation of the Meeting by indicating the matters to be discussed thereat;
    (3)
    The Director who has made a request pursuant to the preceding item convenes a Board of Directors' Meeting; in the event that a convocation notice is not dispatched within five (5) days of such request to inform that a Board of Directors' Meeting shall be held on a day within two (2) weeks from the date of such request; or,
    (4)
    An Auditor makes a request to the President for convocation of the Meeting or convenes the Meeting, pursuant to the provision of Item (5) of Article 31.1.
• Article 40. Convocation


40.1
A Board of Directors' Meeting shall be convened by the President.
40.2
Without regard to the preceding paragraph, if a Board of Directors' Meeting is to be convened by a Director pursuant to Item (3) of Article 39.3, the Meeting shall be convened by the Director; if a Board of Directors' Meeting is to be convened by an Auditor pursuant to the second part of Item (4) of Article 39.3, the Meeting shall be convened by the Auditor.
40.3
If Item (2) or (4) of Article 39.3 applies, the President must convene, within five (5) days from such request, an Extraordinary Board of Directors' Meeting to be held within two (2) weeks from the date of such request.
40.4
When convening a Board of Directors' Meeting, each Director and each Auditor must be given a written notice of date and time of the Meeting, place of the Meeting, and subject matters of the Meeting, no later than one (1) week prior to the date of the Meeting.
40.5
Without regard to the preceding paragraph, if all of the Directors and Auditors agree, a Board of Directors' Meeting may be convened without the convocation procedure.
• Article 41. Chairperson

The President shall take the chair of the Board of Directors' Meetings. If the President is unable to attend the Board of Directors' Meeting, the attending Directors appoint a Chairperson of the Meeting from among themselves.

• Article 42. Resolution

Unless otherwise provided for in the Articles of Incorporation, a resolution of a Board of Directors' Meeting shall be made by the majority of the Directors present at the meeting where the majority of the Directors entitled to participate in the vote are present.

• Article 43. Omission of resolution

Where a Director proposes a matter to be resolved at a Board of Directors' Meeting, if all Directors who are entitled to vote with respect to such matter manifest their intention to agree to such proposal in writing or by means of electromagnetic records (excluding the case where any Auditor raises objection to such proposal), it will be deemed that a resolution to approve such proposal has been made at the Board of Directors' Meeting.

• Article 44. Omission of reporting


44.1
If a Director, an Auditor, or the Accounting Auditor notifies all of the Directors and Auditors of any matter that is to be reported to the Board of Directors' Meeting, it is not necessary to report such matter to the Board of Directors' Meeting.
44.2
Article 44.1 does not apply to the reporting prescribed in Article 30.4.
• Article 45. Minutes of meeting

Minutes of the Board of Directors' Meetings must be prepared pursuant to the provisions of the laws and regulations, and the President and the Auditor present must sign or affix their names and seals on the minutes.

Chapter 6 : Committees

• Article 46. Selection committee


46.1
The Foundation shall establish the Selection Committee to select the possible candidates to whom the subsidies or awards set forth in each item of Article 4.1 are to be granted.
46.2
The Selection Committee consists of fifteen (15) to twenty-five (25) committee members.
46.3
Committee members are selected from among academic experts by the Board of Directors and shall be delegated by the President.
46.4
The term of committee members shall be for one (1) year, and a committee member may be reappointed.
46.5
The term of office of a committee member who has been appointed to fill vacancy or to increase the number of committee members, shall be the same as the remaining term of office of the predecessor or the present committee members.
• Article 47. Other committees


47.1
If it is necessary for the promotion of the Foundation's business, the Board of Directors may establish other committees by a resolution of the Board of Directors.
47.2
Commissioners shall be selected from among academic experts by the Board of Directors and shall be delegated by the President.
47.3
Necessary matters regarding the duties, composition and functions of the committee shall be separately decided upon by a resolution of the Board of Directors.

Chapter 7 : Secretariat

• Article 48. Establishment


48.1
The secretariat will be established for the purpose of dealing with the office work of the Foundation.
48.2
The secretariat will have a secretary-general and necessary staffs.
48.3
The secretary-general shall be appointed and dismissed by the Board of Directors.
48.4
Staff of the secretariat shall be appointed and dismissed by the Board of Directors.
48.5
Necessary matters regarding the duties, composition and operation of the committee shall be separately decided upon by a resolution of the Board of Directors.

Chapter 8 : Amendment of Articles of Incorporation

• Article 49. Amendment of the Articles of Incorporation

The Articles of Incorporation, including the purpose prescribed in Article 3, activities prescribed in Article 4, method of appointment of councilors prescribed in Article 14 and method of removal of councilors prescribed in Article 17, may be amended by a resolution of no less than 2/3 of the Councilors who are entitled to vote at a Councilors' Meeting. Donation of remaining amounts of the assets acquired for public purposes prescribed in Article 51, however, may not be amended.

• Article 50. Dissolution

The Foundation shall dissolve by reasons set forth in Paragraphs 1 thorough 3, Article 202 of the "Associations and Foundations Act".

• Article 51. Donation of remaining amount of assets acquired for public purposes

Where the Foundation becomes subject to disposition by cancellation of the public interest corporation authorization or ceases to exist as a result of a merger (excluding the case where a corporation succeeding its rights and obligations is a public interest corporation), if there is any remaining amount of assets acquired for public purposes as provided in Article 30.2 of the Authorization Act, the Foundation shall, within one (1) month after such cancellation or merger, donate assets equivalent to such amount to other public interest corporations having a similar purpose of business, the national government or local governments, or corporations listed in Item (17) Article 5 of the Authorization Act that fall under the public interest corporations prescribed in Article 40.1 of the Act on Special Measures Concerning Taxation, upon obtaining the Board of Directors' resolution and after obtaining a resolution at the Councilors' Meeting.

• Article 52. Disposition of remaining assets

Upon dissolution of the Foundation, any remaining assets shall be donated to the national government or local governments, or corporations having a similar purpose of business, upon obtaining the Board of Directors' resolution and after obtaining a resolution at the Councilors' Meeting.

Chapter 9 : Public Notice

• Article 53. Public Notice


53.1
The Foundation shall give public notice by the method of electronic public notice.
53.2
If the Foundation is unable to give public notice by electronic public notice for an unavoidable reason, the Foundation shall give public notice in the official gazette.

Chapter 10 : Auxiliary Provisions

• Article 54 Delegation

In addition to the matters prescribed by the laws and regulations and these Articles of Incorporation, matters necessary for the operation of the Foundation shall be separately decided upon by a resolution of the Board of Directors.

Supplementary Provisions

1.
These Articles of Incorporation come into effect as of the day on which the Foundation is authorized to transfer into a public interest corporation and has completed the transfer registration.
2.
Without regard to the provision of Article 5, upon registration of the Foundation's transfer into a public interest corporation, the day preceding the registration of the dissolution shall be the last day of the business year, and the day of the registration of establishment shall be the start day of the business year.
3.
Without regard to the provisions of Article 14, the initial Councilors of the Foundation shallbe as follows:
Hiroo Imura　　　Mitiko Go　　　Masamichi Satoh
Takao Saruta　　Akinori Suzuki　Yoshifumi Takeda
Yoshitaka Nagai　Kikuo Nomoto　Ryoji Noyori
Masaaki Hirobe　Toshiyuki Hamaoka

4.
Without regard to the provisions of Article 29, the initial President and initial Executive Director of the Foundation shall be as follows:
President　　　　　Haruo Naito
Executive Director　Saburo Ishii

5.
Without regard to the provisions of Article 29, the initial Accounting Auditor of the Foundation shall be as follows:
Deloitte Touche Tohmatsu LLC