ARTICLES OF INCORPORATION OF INTERNATIONAL FRIENDSHIP EXCHANGE COUNCIL (FEC) (The International Friendship Exchange Council)

ARTICLES OF INCORPORATION OF INTERNATIONAL FRIENDSHIP EXCHANGE COUNCIL (FEC)

CHAPTER 1 : GENERAL RULES

ARTICLE 1 : NAME

This organization shall be named International Friendship Exchange Council (hereinafter referred to as "Council"). ARTICLE 2 : OFFICES

The Council has its main office at 8-10, Akasaka 1-chome, Minato-ku, Tokyo, Japan and its Nagoya office at 25-9, Meieki 3-chome, Nakamura-ku, Nagoya, Japan.
2 The Council may establish new offices at places necessary to support its activities, subsequent to the decision of the Board of Directors. ARTICLE 3 : OBJECTIVES

The objectives of the Council are to promote private-level diplomacy with deepening the people's knowledge about other countries through studies and researches on such issues as politics, economics and culture of countries or regions, to further enhance friendly relations between Japan and other countries with increasing economic and cultural exchanges, as well as to support Japan's diplomacy, and then contribute to peace and prosperity in the world. ARTICLE 4 : ACTIVITIES

(1): To conduct studies and research on private-level diplomacy and release a report on the result;
(2): To collect and offer information and materials on private-level diplomacy;
(3): To hold seminars and lectures by country or region to promote economic and cultural exchanges with the country or region;
(4): To send or receive delegations to or from the country or region to encourage economic and cultural exchanges;
(5): To hold lectures and gatherings for discussion on foreign affairs and global issues;
(6): To conduct public relations activities including issuance of publications on private-level diplomacy;
(7): To help promote a wide range of exchange activities between local communities in Japan and other countries; and
(8): To enhance people's awareness on international issues and promote international goodwill as well as to help Japanese companies to develop their international business strategies.
2: To conduct activities other than those specified in the preceding paragraphs, which accomplish the objectives of the Council.

CHAPTER 2 : MEMBERSHIP

ARTICLE 5 : CLASSIFICATION

(1): Regular Member: Corporations and individuals enrolled in agreement with purposes and objectives of the Council
(2): Supporting Member: Corporations and individuals enrolled in support of activities of the Council
(3): Honorary Member: Honorary membership may be conferred upon individuals who are foreign ambassadors to Japan, prefectural governors of Japan or mayors of government-designated cities of Japan and are recommended by the Board of Directors.
(4): Special Member: Special membership may be conferred upon individuals who have distinguished themselves by meritorious service in the furtherance of the activities of the Council as well as foreign consul generals in Japan and are recommended by the Board of Directors.
2: Membership of any individuals or organizations other than specified in the preceding paragraphs shall be stipulated separately, subsequent to the decision of the Board of Directors.

ARTICLE 6 : ADMISSION TO MEMBERSHIP

2: The Board of Directors shall decided whether to approve or refuse admission to membership of the applicant in the preceding paragraph, according to the criteria stipulated separately by the Board of Directors and notify its purport with written notice.
3: The Board of Directors may delegate its capacity and power stipulated in the preceding paragraphs 1 and 2 of this Article to the Board of Managing Directors.

ARTICLE 7 : ADMISSION AND ANNUAL MEMBERSHIP FEES

2: Any individual upon whom honorary membership or special membership is conferred by recommendation of the Board of Directors shall be exempt from the payment of the membership fee.

ARTICLE 8 : LOSS OF MEMBERSHIP QUALIFICATIONS

(1): A notice of membership withdrawal is submitted;
(2): A concerned person is judicially declared incompetent or quasi-incompetent;
(3): Death or adjudication of disappearance of the concerned person, or dissolution of the member group;
(4): Defaults in the payment of membership fees for more than two years;, and
(5): Expulsion from membership.

ARTICLE 9 : WITHDRAWAL FROM MEMBERSHIP

A Member who wants to withdraw from the Council may arbitrarily secede from the Council, submitting the notice of withdrawal stipulated separately, subsequent to the decision of the Board of Directors. ARTICLE 10 : EXPULSION FROM MEMBERSHIP

(1): Violation of these Articles of Incorporation or other rules of the Council.
(2): Damaged the reputation or behaved in a way that is contrary to the objectives of the Council.

ARTICLE 11 : NO REFUNDS OF CONTRIBUTIONS

There shall be no refunding of admission fees, membership fees and other contributions or goods that have already been paid or supplied.

CHAPTER 3 : EXECUTIVE OFFICERS

ARTICLE 12 : CLASSIFICATION AND FIXED NUMBER

(1): Fifty to eighty (50 to 80) Directors; and
(2): Up to three Auditors.
2: A Chairperson, number of Vice Chairpersons and a Senior Managing Director shall be elected from among the Directors.
3: Notwithstanding the provision of the preceding paragraph, the Council may, when it deems necessary, designate an Executive Vice Chairperson, a President and a Managing Director.
4: A Representative Auditor shall be elected from among the Auditors.

ARTICLE 13 : ELECTION AND RELATED MATTERS

2: The Directors elected shall in turn elect Chairperson, Vice Chairpersons and Senior Managing Director as well as Executive Vice Chairperson, President and Managing Director from among themselves.
3: The Auditors elected shall in turn elect Representative Auditor from among themselves.
4: No Director may serve concurrently as Auditor, and vice versa.
5: President may serve concurrently as Senior Managing Director.
6: In addition to the provisions specified in the preceding paragraphs, matters concerning election of Executive Officers, including Directors and Auditors, shall be stipulated separately, subsequent to the decision of the Board of Directors.

ARTICLE 14 : DUTIES OF EXECUTIVE OFFICERS

2: The Executive Vice Chairperson and Vice Chairpersons shall assist the Chairperson, be in charge of the general operation of the Council, and if the Chairperson should encounter an accident or if the Council should have no Chairperson, take over the Chairperson's duties.
3: The President shall assist the Chairperson, be in charge of the general operation of the Council.
4: The Senior Managing Director shall assist the Chairperson and President and be in charge of the regular operation of the Council.
5: The Managing Director shall assist the President and take charge of part of the regular operation of the Council.
6: The Directors shall make up the Board of Directors, and carry out the operations of the Council.
7: The Auditors shall perform the duties stipulated in Article 59 of the Civil Code in addition to the duties stipulated separately in these Articles of Incorporation of the Council.

ARTICLE 15 : TERM OF OFFICE

2: Each substitute or additional officer elected or appointed to a vacancy shall serve for the unexpired term of the predecessor in office or incumbent officer.

ARTICLE 16 : REMOVAL OF EXECUTIVE OFFICERS FROM OFFICE

(1): In case an Executive Officer is considered unable to fulfil his or her duties as a result of incapacity due to physical or mental illness; or
(2): In case an Executive Officer found to be in violation or breach of his or her duties or otherwise acted in a manner considered inappropriate for an Executive Officer.

ARTICLE 17 : REMUNERATION OF EXECUTIVE OFFICERS

2: Executive Officers shall be reimbursed for all expenses necessarily and reasonably incurred by them while engaged in their duties.
3: Decisions regarding the actual payment under the preceding paragraph shall be stipulated separately, subsequent to the decision of the Board of Directors.

CHAPTER 4 : HONORARY CHAIRPERSON AND ADVISORS

ARTICLE 18 : HONORARY CHAIRPERSON

2: The provisions of paragraphs of the preceding Article 15 shall apply correspondingly to the matters concerning the term of office of the Honorary Chairperson. In such a case, the term "Executive Officer" stated in these paragraphs of the said Article shall be read as "Honorary Chairperson".

ARTICLE 19 : ADVISORS

2: The Council may appoint a number of Representative Consultants from among the Consultants.
3: Other necessary matters concerning Advisors, Consultants and Counsellors shall be stipulated separately, subsequent to the decision of the Board of Directors.

CHAPTER 5 : GENERAL MEETING

ARTICLE 20 : CLASSIFICATION

The General Meeting of the Council shall be classified into Ordinary and Extraordinary General Meetings. ARTICLE 21 : COMPOSITION

2: A representative of each Corporate Member, who is a registered representative of the corporation at the time of admission, shall be entitled to attend the General Meeting.

ARTICLE 22 : BUSINESS OF GENERAL MEETING

The General Meeting shall make important decisions on matters concerning the implementation of operations of the Council as well as matters stipulated separately in these Articles of Incorporation. ARTICLE 23 : OPENING OF GENERAL MEETING

2: The Extraordinary General Meeting shall be called in any of the following cases:
(1): When the Board of Directors recognizes the necessity of a meeting and request for the convocation of the one;
(2): When at least one-third of the total Regular Members file a written convocation request, in which the purpose of the meeting is stated; or
(3): When the Auditor requests that a meeting be convoked.

ARTICLE 24 : CONVOCATION OF GENERAL MEETING

2: The Chairperson must convene an Extraordinary General Meeting within 30 days, upon receipt of the request in accordance with the provisions of paragraphs of the preceding Article.
3: Notice of the General Meeting shall specify the date, time, place and purpose of the meeting, along with a tentative agenda, and shall be given each Regular Member at least 7 days before the date of holding the meeting.

ARTICLE 25 : CHAIRPERSON OF GENERAL MEETING

A Chairperson of the General Meeting shall be chosen from among the Regular Members present at the meeting. ARTICLE 26 : QUORUM OF GENERAL MEETING

The General Meeting cannot be held unless the majority of the existing Regular Members attend the meeting. ARTICLE 27 : DECISION OF GENERAL MEETING

The proceedings of the General Meeting, in addition to those stipulated in these Articles of Incorporation, shall be made by majority of the Regular Members present at the meeting. In case a tie in votes, the Chairperson shall decide the issue. ARTICLE 28 : WRITTEN VOTES

2: Regular Members voting in accordance with the provisions of the preceding paragraph will be considered as attending the General Meeting for the purposes of the provisions of paragraphs of the preceding Article 27.

ARTICLE 29 : MINUTES OF GENERAL MEETING

(1): Date, time and place;
(2): Total number of the current Regular Members and the number and names of those present including members submitting written votes and voting by proxy;
(3): Matters to be discussed and resolved;
(4): Proceedings of the meeting in outline and results of the votes; and
(5): Matters concerning the selection of representatives who shall sign the minutes.
2: The signatures and seals of the Chairperson and two representatives selected at the meeting to sign the minutes shall be added to the minutes.

CHAPTER 6 : BOARD OF DIRECTORS

ARTICLE 30 : COMPOSITION

The Board of Directors shall consist of Directors of the Council. ARTICLE 31 : BUSINESS OF BOARD OF DIRECTORS

(1): Matters to be referred to the General Meeting;
(2): Details on execution of the matters resolved at the General Meeting;
(3): Details on execution of the duties delegated to the Board of Managing Directors; and
(4): Details on execution of the duties that are not required for decisions of the General Meeting.

ARTICLE 32 : CLASSIFICATION AND OPENING

2: The Ordinary Meeting of the Board of Directors shall be held twice a year.
3: The Extraordinary Meeting of the Board of Directors shall be called in any of the following cases:
(1): When the Chairperson recognizes the necessity of a meeting;
(2): When at least one-half of the current Directors file a written convocation request, in which the purpose of the meeting is stated; or
(3): When the Auditor requests that a meeting be convoked.

ARTICLE 33 : CONVOCATION

2: The Chairperson must convene an Extraordinary Meeting of the Board of Directors within 14 days, upon receipt of the request in accordance with the provision of item (2) or (3) of paragraph 3 of the preceding Article.
3: Notice of the Board of Directors shall specify the date, time, place and purpose of the meeting, along with a tentative agenda, and shall be given each Director at least 7 days before the date of holding the meeting.

ARTICLE 34 : CHAIRPERSON

The Chairperson shall be in charge of the Chairperson of the Board of Directors. ARTICLE 35 : QUORUM, DECISION, etc.

The provisions of paragraphs of the preceding Articles 26 to 29 shall apply correspondingly to the matters concerning the Board of Directors. In such a case, the terms "General Meeting" and "Regular Member" stated in these paragraphs of the said Articles shall be read as "Board of Directors" and "Director".

CHAPTER 7 : BOARD OF TRUSTEES

ARTICLE 36 : TRUSTEES

2: Trustees shall be elected from among the representatives of each Corporate Member of the Regular Members, who are representatives of the corporations, as well as Directors and Special Members, by the Chairperson. In such a case the provision of paragraph 2 of the preceding Article 21 shall apply correspondingly to the representatives.
3: The provisions of paragraphs of the preceding Articles 15 and 16 as well as the provision of paragraph 2 of Article 17 shall apply correspondingly to the matters concerning the Trustee including the term of office, removal and remuneration. In such a case, the term "Executive Officer" stated in these paragraphs of the said Articles shall be read as "Trustee".

ARTICLE 37 : CHAIRPERSON

The Chairperson shall appoint the Chairperson of the Board of Trustees from among the Trustees and delegate responsibility, subject to the approval of the Board of Directors Meeting. ARTICLE 38 : COMPOSITION

2: The Board of Trustees shall take votes on matters entrusted by the General Meeting and urgent matters to resolve.
3: In addition to the matters specified in the preceding paragraph, the Board of Trustees shall review the matters upon request of the Chairperson and then submit a report on the findings.
4: The Board of Trustees shall be called in any of the following cases:
(1): When the Chairperson or Board of Managing Directors recognizes the necessity of a meeting and request for the convocation of the one; or
(2): When at least one-third of the total Trustees request that a meeting be convoked.
5: The Board of Trustees shall be convened by the Chairperson. The Chairperson of the Board of Trustees may convene the meeting as need arises.
6: The Chairperson shall convene the Board of Trustees within 30 days, upon receipt of the request in accordance with the provision of item (2) of the preceding paragraph 4 of this Article.
7: Matters resolved at the Board of Trustees shall be reported to the General Meeting.
8: The provisions of paragraph 3 of the preceding Article 24 and paragraphs of the preceding Articles 26 through 29 shall apply correspondingly to the matters concerning the Board of Trustees including the notice, quorum, decision, written votes and minutes of the meeting. In such cases, the terms "General Meeting" and "Regular Member" stated in these paragraphs of the said Articles shall be read as "Board of Trustees" and "Trustee".
9: The Chairperson may, subject to the approval of the Board of Directors, separately decide on matters to be stipulated outside the provisions of each preceding paragraph or on matters necessary for the Board of Trustees.

CHAPTER 8 : BOARD OF MANAGING DIRECTORS

ARTICLE 39 : COMPOSITION

2: The President, Vice President and Managing Director, if designated, shall also be the constituent members of the Board of Managing Directors.
3: The Chairperson may approve the attendance of the Secretary-General at the Board of Managing Directors.
4: The Chairperson may request the attendance of the Chairpersons, Vice Chairpersons or Acting Chairpersons of the regional Committees at the Board of Managing Directors.

ARTICLE 40 : BUSINESS OF BOARD OF MANAGING DIRECTORS

2: The Board of Managing Directors shall decide on urgent matters to be resolved outside the provision of the preceding paragraph and promptly report to the Board of Directors on the decisions.

ARTICLE 41 : CONVOCATION

2: The Board of Managing Directors shall be convened by the Chairperson.
3: The Chairperson must convene a meeting of the Board of Managing Directors within 14 days, upon receipt of the request from at least one-half of the constituent members of the Board of Managing Directors.
4: The provisions of paragraph 3 of the preceding Article 33 and paragraphs of the preceding Articles 34 and 35 shall apply correspondingly to the matters concerning the Board of Managing Directors including the notice, Chairperson of the meeting and quorum.

ARTICLE 42 : MINUTES

The provisions of paragraphs 1 and 2 of the preceding Article 29 shall apply correspondingly to the minutes of the Board of Managing Directors.

CHAPTER 9 : ASSETS AND ACCOUNTING

ARTICLE 43 : COMPOSITION OF ASSETS

(1): Admission and annual membership fees;
(2): Contributions and donated goods;
(3): Income arising from the assets;
(4): Income accompanied with operations;, and
(5): Other incomes.

ARTICLE 44 : MANAGEMENT OF ASSETS

The assets of the Council shall be managed by the Chairperson, and manner of management shall be separately determined, subject to the decision of the Board of Directors. ARTICLE 45 : PAYMENT OF EXPENSES

Expenses necessary for the operation of the Council shall be paid out of its assets. ARTICLE 46 : ACTIVITIES PLAN AND BUDGET

An activities plan of the Council and its accompanying budget shall be drawn up by the Chairperson prior to the start of the next fiscal year, approved by the Board of Managing Directors, and then approved by the decision of the General Meeting. ARTICLE 47 : PROVISIONAL BUDGET

2: The income and expenditure specified in the preceding paragraph shall be regarded as income and expenditure of the newly enacted budget.

ARTICLE 48 : ACTIVITIES REPORT AND ACCOUNT SETTLEMENT

Reports on activities of the Council as well as documents on an account settlement, including income and expenditure accounts and statement of net assets, shall be prepared by the Chairperson within three months after the end of each fiscal year, audited by the Auditor, and then approved by the decision of the General Meeting. ARTICLE 49 : LONG-TERM BORROWINGS

Long-term borrowings shall be repaid out of income for the current fiscal year. Such borrowings, except for short-term loans, shall be approved by the affirmative vote of at least two-thirds of the members present at the General Meeting. ARTICLE 50 : FISCAL YEAR

The fiscal year of the Council is to begin on April 1st of each year and end on March 31st of the following year.

CHAPTER 10 : AMENDMENT TO ARTICLES OF INCORPORATION AND DISSOLUTION

ARTICLE 51 : AMENDMENT TO ARTICLES OF INCORPORATION

Amendment to or elimination of these Articles of Incorporation shall be approved by a majority of all the votes of Regular Members present at the General Meeting. ARTICLE 52 : DISSOLUTION OF THE COUNCIL

The Council may be dissolved for reasons stipulated in the paragraphs 2 through 4 of the Article 68 of the Civil Code; provided, however, that the dissolution is approved by at least three-fourths of all the votes of Regular Members present at the General Meeting. ARTICLE 53 : DISPOSITION OF RESIDUARY ASSETS

If there are residuary assets at the time of dissolution of the Council, they may be donated to an association which has similar aims to the Council, provided the donation is approved by at least three-fourths of all the votes of Regular Members present at the General Meeting.

CHAPTER 11 : COMMITTEES AND RESEARCHERS

ARTICLE 54 : COMMITTEES

2: The Council may establish any other committees besides the Committees specified in the preceding paragraph.
3: Any matters necessary to manage the Committees shall be separately determined, subject to the decision of the Board of Directors, by the Chairperson.

ARTICLE 55 : COMMITTEE MEMBERS

2: Besides provided in the preceding paragraph, Committee Members may be elected from among people of experience or academic standing.

ARTICLE 56 RESEARCH MEMBERS

2: Research Members shall work part-time and be appointed by the Chairperson, subject to the approval of the Board of Managing Directors.
3: Research Members shall be reimbursed for all expenses necessarily and reasonably incurred by them while engaged in their studies and research activities.
4: Subjects for studies and research entrusted to Research Members shall be decided by the Chairperson, subject to the approval of the Board of Managing Directors.

CHAPTER 12 : REGIONAL HEAD OFFICES

ARTICLE 57 : ESTABLISHMENT

2: The Chairperson may establish Regional Head Offices if necessary, subject to the decision of the Board of Managing Directors.
3: Name of a Regional Head Office and region of its operations shall be decided by the Chairperson, subject to the decision of the Board of Managing Directors.

ARTICLE 58 : EXECUTIVE OFFICERS

2: Executive Officers of Regional Head Offices shall be nominated from among the Directors and delegated work by the Chairperson, subject to the approval of the Board of Directors.
3: The Chairperson may dismiss Executive Officers of Regional Head Offices in accordance with the provisions of the preceding Article 16, subject to the decision of the Board of Directors.

ARTICLE 59 : ADMINISTRATIVE STANDARDS

Regional Head Offices shall be managed in accordance with the provisions stipulated separately by the Chairperson, subject to the decision of the Board of Directors.

CHAPTER 13 : SECRETARIAT

ARTICLE 60 : ESTABLISHMENT, STAFFS AND OTHER RELATED MATTERS

2: The Council shall appoint staff for the Secretariat, including a Secretary-General.
3: The Secretary-General and staffs shall be appointed and dismissed by the Chairperson.
4: A Director may serve concurrently as Secretary-General.
5: Besides the Head Office of the Council stipulated in these Articles of Incorporation, the Chairperson may, if necessary, subject to the decision of the General Meeting, establish regional offices around the country (hereinafter referred to as "Branch Offices").
6: Branch Offices stipulated in the preceding paragraph may, if necessary, subject to the decision of the Board of Managing Directors, have a Chief of Branch and other necessary staffs, who shall be managed and supervised by the Secretary-General. The appointment and dismissal shall be subject to the provision of the preceding paragraph 3 of this Article.
7: Matters necessary for the organization and management of the Secretariat shall be stipulated separately by the Chairperson, subject to the decision of the Board of Managing Directors.

ARTICLE 61 : DOCUMENTS PROVIDED FOR PERUSAL

(1): These Articles of Incorporation and Bylaws;
(2): Lists of Members and Executive Officers;
(3): A Minute of meeting of each organ stipulated in these Articles of Incorporation;
(4): A statement of revenues and expenditures including an accounting book;, and
(5): Other necessary documents

CHAPTER 14 : SUPPLEMENTARY PROVISIONS

ARTICLE 62 : DELEGATION

2: President of the Council, if appointed, may act as Chairperson. In such a case, duties and functions of the Chairperson specified in the provisions of the preceding Article 7, paragraphs 1 and 2 of the Article 33, Article 34, paragraphs 1 through 3 of the Article 41, Article 44, Articles 46 through 49, Articles 55 through 59, and paragraphs 3, 5 and 7 of the Article 60 shall apply correspondingly to the President.

ADDENDUM

1: These Articles of Incorporation shall be partially amended, subject to the decision at the Extraordinary General Meeting of 2006, and the amended provisions shall take effect on March 1, 2006.
2: These Articles of Incorporation shall be renamed Articles of Incorporation of International Friendship Exchange Council.
3: Abbreviated Name of the Council, which is "FEC", shall not be changed.
4: Date of Establishment of the Council shall be March, 1983, when the Council established its Secretariat and started operations with full-time staffs.

ADDENDUM

1: These Articles of Incorporation shall be partially amended, subject to the decision at the Ordinary General Meeting of 2008, and the amended provisions shall take effect on June 21, 2008.

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