Created February 8, 2013
Created July 1, 2013
Section 1. General Provisions
Article 1. This Entity shall be designated the Asia Leaders Association.
Article 2. This Entity's primary offices will be located in Shinjuku, Tokyo.
2.1 The Entity, by a decision of the Executive Board, may establish subsidiary offices in necessary locations.
Section 2. Mission and Operations
Article 3. The mission of this Entity shall be to contribute to the development of the economies of Japan and the rest of Asia and the security and enhancements of the lives of those living there, by assembling managers active in Japan and the rest of Asia to help one another with the management issues they are facing and grow together.
Article 4. This Entity will engage in the following operations to fulfill the mission outlined in the preceding clause.
1. Holding various committee meetings, study meetings, networking events and foreign study tours for members
2. Exchanging information through communication media such as a newsletter and the Internet
3. Networking with Japanese domestic management groups
4. Holding international networking events and meetings with Asian managers and management organizations
5. Development of the next generation of management leaders
6. Arranging activities and charitable collections for social engagement
7. Any operation relating to the preceding operations
Section 3. Membership
Article 5. This Entity establishes the following membership types.
(1) Regular Members: Corporations and/or sole proprietors who support the mission of this Entity, and have been initiated.
(2) Special Members: Corporations, groups, organizations and/or individuals who support the mission of this Entity, and have been initiated upon receiving special approval by the Executive Board.
(3) Supporting Members: Corporations and/or sole proprietors who support the mission of this Entity, and have been initiated.
5.1 Of the preceding clause, Regular Members shall be legal employees of General Corporations as well as General Foundations.
Article 6. Individuals wishing to become Regular Members, or Special Members of this Entity shall apply in accordance with the Executive Board's specifications and must receive the approval of the Executive Board.
Article 7. Members of this Entity are responsible for the payment of dues separately stipulated by the Executive Board.
7.1 Refunds will not be made for dues once they have been paid. Furthermore, unpaid dues corresponding to the term of membership must be paid even in the event of withdrawal, expulsion or loss of membership status.
Article 8. A member may withdraw at any time by notification as separately stipulated by the Executive Board.
(Expulsion of Regular Members)
Article 9. Should any of the following apply to a Regular Member, the applicable Member may be expelled by decision of the General Meeting.
(1) A violation of these Articles of Incorporation, Member Agreement or other regulation occurs.
(2) This Entity's reputation is damaged.
(3) An action is taken that violates this Entity's mission.
(4) Another valid reason warranting expulsion.
(Expulsion of Special and Supporting Members etc.)
Article 10. Should any of the following apply to a Special or Supporting Member, this Entity, by a decision of its Executive Board, may recommend that the applicable member withdraw, and the applicable member shall be obliged to do so. Furthermore, this Entity may, by decision of the Executive Board, force the withdrawal of the applicable member and/or expel the member.
(1) A grave violation of these Articles of Incorporation, Member Agreement or other regulation occurs.
(2) This Entity's reputation is damaged.
(3) An action is taken that violates this Entity's mission.
(4) Any other action is taken that is deemed to have had a negative impact on this Entity's operations.
(Loss of Membership Status)
Article 11. Aside from the three articles above, a member may lose their status if any of the following apply.
(1) Dues have not been paid in over three months.
(2) Upon the agreement of all Regular Members.
(3) A corporate member initiates bankruptcy proceedings, civil restructuring proceedings, corporate reorganization proceedings, special liquidation or other legal bankruptcy proceeding or if a company is disbanded (including by public decree), liquidated (including special liquidation) or initiates internal reorganization proceedings.
(4) A member organization is disbanded.
(5) A member who is a sole proprietor suspends operations or becomes deceased.
Section 4. General Meeting
(Type and Composition)
Article 12. General meetings shall be either regular or extraordinary and in either case shall be comprised of Regular Members.
12.1 As of the General Meeting of the preceding clause, there shall be a General Meeting of legal employees of General Corporations as well as General Foundations, and a regular employee General Meeting shall occur in the same manner as the regular General Meeting.
12.2 Voting rights at the General Meeting shall be one vote per Regular Member.
Article 13. The General Meeting of this Entity's membership shall vote on the following items.
(1) Expulsion of Regular Members
(2) Selection and termination of Executives as well as Auditors
(3) Approval of the balance sheet and profit and loss statement (net worth increase and decrease statement)
(4) Changes to the Articles of Incorporation
(5) Disbanding as well as disposal of Residual Assets
(6) Other items stipulated for decision by the General Meeting per the Law or these Articles of Incorporation
Article 14. A regular General Meeting shall be held within the first three months following the completion of a business year, and extraordinary meetings shall be held as necessary.
Article 15. A General Meeting will result from the attendance of one half or more of its composite membership.
Article 16. The General Meeting, unless otherwise stipulated by law, will be convened by the Chair based on the decision of the Executive Board.
16.1 Members holding one fifth or more of the voting rights may request a convocation of the General Meeting by indicating the items for which the General Meeting is attended to address, as well as the reason for convocation, to the Chair of the Executive Board.
16.2 With the approval of all Regular Members, the General Meeting may be held without going through convocation proceedings.
16.3 The notification in the preceding clause may be undertaken in writing or electronically.
Article 17. The Chair of the Executive Board shall serve as Chairperson of the General Meeting. However, should the Chair of the Executive Board be unavailable due to unforeseen circumstances, another Executive Board Member, based on an order predetermined by the Executive Board may serve with the approval of the General Meeting.
Article 18. Resolutions of the General Meeting, except where otherwise stipulated by law or these Articles of Incorporation, shall be made by attendance of Regular Members holding a majority of the voting rights of all Regular Members and by a majority of votes in favor.
18.1 Regardless of the preceding clause, the following decisions shall be made by a majority of Regular Members and two-thirds or more of the Regular Members voting rights.
(1) Expulsion of Regular Members
(2) Dismissal of Auditors
(3) Changes to the Articles of Incorporation
(5) Other items stipulated by law
(Omission of Resolution of the General Meeting)
Article 19. With the approval of all Regular Members, the General Meeting may be held without going through convocation proceedings.
(Exercise of Voting Rights by Proxy)
Article 20. Regular Members who are unable to attend the General Meeting may appoint an Officer or other Regular Member of this Entity to exercise their voting rights on predetermined matters.
20.1 The proxy in accordance with the preceding clause must demonstrate their right of proxy, to this Entity, for each General Meeting either in writing or digitally.
20.2 The Regular Member shall be deemed to be in attendance for the purposes of Article 18.
Article 21. Meeting minutes shall be created, as stipulated by law, for the General Meeting and kept at the primary office for ten years from the date of the General Meeting.
21.1 The Chairperson as well as two Regular Members selected, as signatories to the Meeting Minutes, at the General Meeting from those in attendance shall sign and seal the minutes of the preceding clause.
Section 5. Officers, et al.
(Appointment of Officers)
Article 22. This Entity appoints the following Officers.
(1) Executives, three individuals or more, twenty or fewer
(2) Auditor, three individuals or fewer
22.1 Of the Executives, one shall be Chair, two or more shall be Assistant Chairs and one shall be a Senior Executive.
22.2 As of the Chair of the Executive Board of the preceding clause, there shall be a representative Executive of General Corporations as well as General Foundations, and they shall serve as operational implementation Executive for Article 91, Clause 1, (2) of the same law.
22.3 Of (2), Auditors of General Corporations as well as General Foundations shall be legal Auditors.
(Selection of Officers)
Article 23. Executives and Auditors shall be selected by decision of the General Meeting from among the corporate representatives or sole proprietors who are Regular Members.
23.1 The Chair, Assistant Chairs and Senior Executive shall be selected from among the Executives by decision of the Executive Board.
(Powers and Duties of Executives)
Article 24. Executives shall form the Executive Board and pursue their duties in accordance with the stipulations of the Law and these Articles of Incorporation.
24.1 The Chair of the Executive Board will represent the Entity and perform its duties.
24.2 The Assistant Chairs will support the Chair.
24.3 The Senior Executive will support the Chair and Assistant Chairs and share in the execution of this Entity's operations.
(Powers and Duties of Auditors)
Article 25. Auditors will monitor the performance of duties of Executives and create audit reports in accordance with the law.
Auditors may at any time, request reports on business from Executives and employees, and investigate the operations and assets of this Entity.
(Term of Officers)）
Article 26. The term for Executives shall be until the end of the regular General Meeting for the final business year within two years of appointment. Reappointment is permitted.
26.1 The term for Auditors shall be until the end of the regular General Meeting for the final business year within two years of appointment. Reappointment is permitted.
26.2 The term for Executives or Auditors who were selected as replacements shall be until the completion of the term of the previous officeholder.
26.3 The term for Executives selected when increasing the size of the Executive Board shall be until the completion of the term of other current Executives.
26.4 When the number of Executives or Auditors falls below that established in Article 22, the Executive or Auditor shall retain their rights and responsibilities until a newly selected person is appointed, even should their term be complete or they resign.
(Dismissal of Officers, et al.)
Article 27. Executives or Auditors may be dismissed by a resolution of the General Meeting.
27.1 If Executives or Auditors lose their status as a Regular Member in this Entity, they also lose their standing as Officer with this Entity.
(Remuneration of Officers, et al.)
Article 28. The positions of Executive and Auditor shall be unpaid.
(Limitation of Officer's Liability)
Article 29. This Entity, in accordance with the regulations of Article 114 of the Law on General Corporations and General Association, by decision of the Executive Board, may exempt Executives (including former Executives) from responsibility pertaining to actions in Article 111 of the same law.
29.1 This Entity, in accordance with the regulations of Article 114 of the Law on General Corporations and General Association, by decision of the Executive Board, may exempt Auditors (including former Auditors) from responsibility pertaining to actions in Article 111 of the same law.
(Appointment of Advisors)
Article 30. This Entity may have 10 Advisors or fewer.
30.1 Advisors assist the Executive Board, and offer opinions on important matters for operations of the Entity.
30.2 Appointment and dismissal of Advisors are by decision of the Executive Board.
30.3 The term for an Advisor is two years. Reappointment is permitted.
30.4 Advisors shall be unpaid.
Section 6. The Executive Board
Article 31. This Entity establishes an Executive Board.
31.1 The Executive Board shall be comprised of all of the Executives.
Article 32. The Executive Board shall perform the following duties.
(1) Decisions on the performance of this Entity's operations
(2) Auditing of the performance of Executive's duties
(3) Appointment and dismissal of Representative Executives as well as Operational Executives
(4) Appointment and dismissal of Advisors
(5) Appointment and dismissal of Committee Chairs and Assistant Committee Chairs
(6) Appointment and dismissal of Regional Chiefs and Office Chiefs
(7) Appointment and dismissal of Secretaries
(8) Items related to the performance of other duties as decided by the General Meeting
(Types and Meetings)
Article 33. The Executive Board shall have regular and extraordinary meetings, with regular meetings being held six times throughout the business year and extraordinary meetings held as necessary.
Article 34. The Chair of Executive Board shall convene the Executive Board.
34.1 In the event that the Chair is unavailable or unable to convene, each Executive shall convene the Executive Board.
Article 35. The Chair of the Executive Board shall serve as Chairperson of the Executive Board.
35.1 Should the Chair of the Executive Board be unavailable due to unforeseen circumstances, another Executive Board Member, based on an order predetermined by the Executive Board may serve.
Article 36. Resolutions of the Executive Board shall be made by attendance of a majority of Executives with voting rights and by a majority of votes in favor.
36.1 Executives with a conflict of interest in the resolution of any matter in the preceding clause are precluded from voting.
(Omission of Resolution)
Article 37. Should an Executive make a proposal relating to an item for decision by the Executive Board, the proposal shall be deemed approved in the event that all Executives who can vote on the matter express their assent to the Executive Board in writing or by electronic means. However, this is not the case if an irregularity is registered by an Auditor.
Article 38. Meeting minutes shall be created, as stipulated by law, for the Executive Board and kept at the primary office for ten years from the date of the Executive Board.
38.1 The Chair and/or Auditor in attendance shall sign and seal the minutes of the preceding clause.
Section 7. Special Committees, Chapters and Offices
Article 39. The Executive Board, within its rights and responsibilities, may establish a Special Committee.
39.1 A Special Committee investigates, researches and discusses items delegated to it by the Executive Board and submits its reports to the Executive Board.
39.2 A Special Committee is composed of Committee Members approved by the Executive Board. However, should the Committee Chair deem it necessary a person other than a committee member may be permitted to attend.
39.3 Appointment and dismissal of Committee Chair and Assistant Committee Chairs are by decision of the Executive Board. However, the Committee Chair and Assistant Committee Chairs may be recommended to the Executive Board by the Committee.
39.4 Necessary items relating to the structure and operation of Special Committees will be established by the Executive Board.
(Establishment of Chapters and Offices)
Article 40. The Executive Board may establish Chapters domestically in Japan and Offices abroad.
40.1 Chapters and Offices can support Member activities and recruit Members in each region.
40.2 Chapters and Offices are composed of Chapter Members and Office Members from each region who have received the approval of the Executive Board.
40.3 Appointment and dismissal of Chapter Chiefs and Office Chiefs are by decision of the Executive Board.
40.4 Necessary items relating to the structure and operation of Chapters and Offices will be established by the Executive Board.
Section 8. Steering Committee
Article 41. The Executive Board may establish a Steering Committee.
41.1 The Steering Committee discusses the activities and management of the operations of this Entity.
41.2 The Steering Committee is composed of Committee Chairs, Member Representatives and Executives from each region approved by the Executive Board.
41.3 Necessary items relating to the structure and operation of the Steering Committee will be established by the Executive Board.
Section 9. Assets and Accounting
Article 42. The business year of this Entity shall begin on April 1st of each year and end on March 31st of the following year.
(Business Plan and Budget)
Article 43. The business plan and budget for this Entity must be created by the Chair by the day preceding the first day of every business year, and must be approved by the Executive Board. Changes shall be treated in the same fashion.
43.1 The documents in the preceding clause shall be kept at the primary office until the end of the applicable business year.
(Operational Report and Fiscal Results)
Article 44. This Entity's operational report and fiscal results shall be covered in the creation of the following documents by the Chair of the Executive Board after the end of each fiscal year and, after having been audited by the Auditors, must be approved by the Executive Board.
(1) Operational report
(2) Operational report supplementary statements
(3) Balance sheet
(4) Profit and loss statement (net worth increase and decrease statement)
(5) Balance sheet and profit and loss statement (net worth increase and decrease statement) supplementary statements
44.1 Of the documents approved in the preceding clause, (1), (3) and (4) shall be submitted to the regular General Meeting and the content of (1) shall be reported and other documents shall be approved.
44.2 In addition to the documents in Article 44, the audit reports shall be kept in the primary office for five years.
Section 10. Amendments of the Articles of Incorporation and Dissolution
(Changes to the Articles of Incorporation)）
Article 46. These Articles of Incorporation may be changed by a resolution of the General Meeting.
Article 47. This Entity may be dissolved by resolution of the General Meeting or other reasons stipulated by law.
(Disposal of Residual Assets)
Article 48. The assets remaining upon liquidation of this Entity, upon resolution of the General Meeting, shall be donated to entities listed in Article 5, Clause 17 of the Law on Public Corporations and Public Foundations or to the national or local public governments.
Section 11. Method of Notification
(Method of Notification)
Article 49. Notifications by this Entity will be made in public, easily visible locations in the primary offices of the Entity.
Section 12. Panel
Article 50. A Panel shall be established for the processing of the affairs of this Entity.
50.1 A Panel Chair and fixed employees should be placed on the panel with a Senior Executive being designated.
50.2 Important employees of a Panel shall be appointed by the Chair with the approval of the Executive Board.
50.3 A Panel may outsource all, or part, of this Entity's operations.
(Ledgers and Documents)
Article 51. The Panel shall maintain the following Ledgers and Documents within the scope of the law.
(1) Articles of Incorporation
(2) Member Registry as well as documentation on changes
(3) Registries and resumes of Executives, Auditors and other Employees
(4) Documents relating to permissions, approvals and registration
(5) Documents related to decisions by organizations stipulated within the Articles of Incorporation, various meeting minutes
(6) The Business Plan and Budget
(7) Operational report and calculations
(8) Other ledgers and vouchers stipulated by law
Section 13. Additional Provisions
Article 52. Items necessary for this Entity's operations, which have not been stipulated in these Articles of Incorporation, shall be separately determined by resolution of the Executive Board.
1. These Articles of Incorporation shall take effect July 1, 2013.
2. Items not stipulated in these Articles of Incorporation, Member Agreement or other regulations shall adhere to the Law on General Corporations and General Foundations.