Chapter 1 General Provisions

(name)

Article 1 This corporation shall be called the International Friendship and Economic Exchange Council (English name: The International Friendship and Economic Exchange Council; abbreviated as FEC; hereinafter referred to as "this corporation").

Chapter 2 Objectives and Business

(location)

Article 2 This corporation shall have its principal office in Tokyo.
This corporation may, with the approval of the Board of Directors, establish branch offices in necessary locations.

(the purpose)

Article 3. The purpose of this corporation is to promote private diplomacy and support Japan's diplomacy in order to contribute to world peace and prosperity, in response to the era of globalization, by conducting research on the politics, economy, and culture of various countries and regions, and by carrying out economic and cultural exchange projects to enhance friendly relations with various countries.

(business)

Article 4. In order to achieve the purpose set forth in the preceding article, this corporation shall carry out the following activities:
(1) To raise the international awareness of the people and promote international goodwill with other countries.
(2) Holding lectures, discussion meetings, etc. on diplomacy and international issues.
(3) Holding of country-specific and regional research meetings, lectures, etc.
(4) Sending delegations to and receiving delegations from various countries
(5) Surveys and research and publication of their results
(6) Public relations activities such as publication of materials
(7) Support for the overseas business expansion of corporations
(8) Support for promoting multifaceted exchanges between our region and other countries
(9) Development of interaction and fellowship among members

2. In addition to the businesses mentioned above, any other business necessary to achieve the objectives of this association.

Chapter 3 Members

(Membership types and definitions)

Article 5 The members of this corporation shall be as follows:
(1) Regular Members: Corporations or individuals who agree with the objectives of this corporation and have joined through the prescribed procedures, and who are qualified as members as defined in the Act on General Incorporated Associations and General Incorporated Foundations.
(2) Supporting Members: Corporations or individuals who have joined to support the activities of this organization, and who are not employees.　
(3) Honorary Members: Ambassadors of various countries to Japan, heads of international organizations, heads of overseas diplomatic organizations, prefectural governors, mayors of government-designated cities, and other persons equivalent thereto who have been recommended by the Standing Board of Directors, and who are not members of the organization.
(4) Special Members: Individuals with diplomatic experience or other public positions who are appointed by the Chairman upon recommendation of the Standing Board of Directors, and who are not members of the Board of Directors.
2. Notwithstanding the provisions of the preceding paragraph, the chairperson and president shall be regular members and shall be qualified as employees.
3. In the case of corporate members, the provisions concerning members in these Articles of Incorporation shall apply to the individual designated by the corporate member to the Corporation as the registered representative.
4. Any other matters concerning members not stipulated in these Articles of Association shall be determined separately by a resolution of the Board of Directors.

(Membership)

Article 6 Those wishing to join as regular members or supporting members shall apply using the membership application form provided separately.
2. The admission of regular members and supporting members shall be decided by the Standing Board of Directors according to separately defined criteria, and the individual or corporation shall be notified in writing.
3. Honorary members are appointed and admitted by the Chairman upon recommendation of the Standing Board of Directors.
4. Special members are appointed and admitted by the Chairman upon recommendation of the Standing Board of Directors.

(Annual membership fee)

Article 7. Regular members and supporting members must pay the annual membership fee as separately determined by the Board of Directors.

(Unsubscribe)

Article 8. Members may voluntarily withdraw from the association. They shall submit a withdrawal notice to the chairman.

(Dismissal)

Article 9 A member may be expelled by a resolution of the General Meeting of Members if he or she falls under any of the following categories:
(1) When the articles of association or regulations are violated
(2) When the corporation damages the reputation of the corporation or acts contrary to its purpose.

(Loss of membership)

Article 10 A member shall lose their membership if they fall under any of the following categories:
(1) Withdrawal
(2) When a judgment is made to commence guardianship or conservatorship.
(3) Death (or dissolution in the case of a corporation)
(4) Annual membership fees are in arrears for two years or more.
(5) When expelled
(6) When there are other reasons that significantly hinder the operation of the Corporation and the General Meeting of Members deems it necessary.

2. When a member loses their membership in accordance with the provisions of the preceding paragraph, they shall lose their rights as a member of this corporation and be released from their obligations. However, they shall not be released from any unfulfilled obligations.

(Refund of contributions)

Article 11. Membership fees and other contributions already paid will not be refunded.

Chapter 4 General Meeting of Members

(Type)

Article 12 The general meetings of members of this corporation shall consist of two types: ordinary general meetings and extraordinary general meetings.

(Constitution)

Article 13 The General Meeting of Members shall be composed of regular members.

(authority)

Article 14 The General Meeting of Members shall resolve on the following matters:
(1) Appointment and dismissal of directors and auditors
(2) Expulsion of a member
(3) Approval of rules relating to the remuneration of officers and other particularly important provisions and rules of this corporation.
(4) Approval of the business plan and budget
(5) Approval of the balance sheet, statement of changes in net assets, income statement and its supporting documents, as well as the business report and the audit report.
(6) Amendments to the Articles of Incorporation
(7) Dissolution and disposal of remaining assets
(8) Other matters to be resolved at the general meeting of members as stipulated in the articles of incorporation

(held)

Article 15 The regular general meeting of members must be held within three months after the end of each fiscal year.
2. An extraordinary general meeting of members shall be held in any of the following cases:
(1) When the Board of Directors deems it necessary and requests a meeting to be convened.
(2) When a request for a meeting is made by one-third or more of the regular members in writing stating the purpose of the meeting.
(3) When an auditor requests a meeting to be convened

(Convocation)

Article 16 The general meeting of members shall be convened by the chairman.
2. When a request is made pursuant to the preceding article, the chairman must convene an extraordinary general meeting of members within one week, with the meeting date set within 30 days from the date of the request. 3. When convening a general meeting of members, the chairman must send notice to the regular members at least one week before the meeting date.
4. The notice shall include the date, time, location, and agenda items.

(Chairperson)

Article 17 The chairman of the general meeting of members shall be the president. If the president is unable to perform his/her duties, another director shall act as chairman in the order predetermined.

(Voting rights)

Article 18 Each regular member shall have one vote at the general meeting of members.

(resolution)

Article 19 Unless otherwise provided in these Articles of Association, resolutions of the General Meeting of Members shall be made by a majority vote of the voting rights of the regular members present, provided that a majority of the regular members are present.
2 Notwithstanding the provisions of the preceding paragraph, the following resolutions must be made by a majority of more than half of the total number of regular members, representing more than two-thirds of the total voting rights of all regular members.
(1) Expulsion of a member
(2) Amendments to the Articles of Incorporation
(3) Dissolution and disposal of remaining assets
2. Regular members with a special interest in the matter may not exercise their voting rights on the matter in question.

(Proxy voting and written voting)

Article 20. A regular member may exercise their voting rights through another regular member as their proxy. In this case, the regular member must submit a power of attorney in the form prescribed separately to this corporation.
2. Regular members may exercise their voting rights in writing, using a form separately prescribed, with respect to matters to be discussed that have been notified in advance.
3. Regular members who exercise their voting rights in accordance with the methods described in the preceding two paragraphs shall be deemed to be regular members who attended the meeting as described in the preceding article.

(minutes)

Article 21 Minutes of the general meeting of members shall be prepared, containing the following matters:
(1) Date and time and place
(2) Number of regular members, number of attendees, and names of attendees (including those exercising voting rights by proxy and those exercising voting rights in writing)
(3) Matters to be discussed (matters to be resolved and matters to be reported)
(4) Summary of the proceedings and results
(5) Matters concerning the appointment of signatories to the minutes
(6) Summary of opinions or statements that should be recorded in accordance with laws and regulations (including those made by auditors, etc.)
(7) Names of directors and auditors who attended
(8) If there is a chairperson, their name
(9) Name of the person who performed the duties related to the preparation of the minutes
2. The minutes must be signed and sealed by the chairperson and at least two other minute-takers appointed at that meeting.
3. The minutes referred to in the preceding two paragraphs must be kept at the principal office of this corporation for a period of 10 years.

Chapter 5 Officers and Others

(Types and composition of officers)

Article 22 The following officers shall be appointed to this corporation.
(1) Directors: 3 to 100 people
(2) Auditors: Up to 3 people
2. From among the directors, one shall be appointed as the chairperson, one as the president, and no more than 10 as permanent directors.
3. If necessary, vice-chairmen (up to 35), executive directors (1), and managing directors (a few) may be appointed from among the directors.
4. The Chairman and President shall be the Representative Directors, and the Executive Director and Managing Director shall be the Executive Directors.
5. If there are multiple auditors, one of them shall be designated as the representative auditor.

(Appointment of Officers)

Article 23 Directors and auditors shall be appointed by resolution of the general meeting of members. Directors shall be appointed from among the members.
2. The Chairman, Vice-Chairman, President, Standing Directors, Executive Directors, and Managing Directors shall be selected from among the Directors by a resolution of the Board of Directors.
3. If there are multiple auditors, a representative auditor may be appointed by mutual election among them.
4. Auditors may not concurrently serve as directors or employees.
5. Standing directors may not concurrently serve as chairperson, president, managing director, executive director, or employee of this corporation.
6. In addition to the preceding paragraphs, matters concerning the appointment or selection of officers, etc. shall be determined separately after a resolution of the Board of Directors.

(Duties of officers)

Article 24 The chairperson shall represent this corporation and preside over its affairs.
2. The Vice President shall, by individual delegation from the President, perform some of the President's duties.
3. The Chairperson shall represent this corporation and execute its business.
4. The Executive Director and Managing Directors shall assist the Chairman and President in executing the business of this corporation.
5. The Chairman, Executive Director, and Managing Directors shall be full-time directors.
6. The powers and duties of the Chairman and President shall be determined separately by the Board of Directors in accordance with the regulations on powers and duties.
7. The Standing Directors shall form a Standing Board of Directors to decide on matters stipulated in these Articles of Incorporation and matters delegated by the Board of Directors, and to supervise the execution of duties by the Representative Director and Executive Directors.
8. The Chairman, President, and Directors who execute the business of this corporation must report the status of the execution of their duties to the Board of Directors at least twice in each fiscal year, with intervals of no more than four months between reports.
9. The directors shall form a board of directors to decide on the execution of important business matters of the corporation and to supervise the execution of duties by the representative director and executive directors.
10. The auditors shall audit the execution of duties by the directors and the business and financial status of the corporation.

(Term of office for officers, etc.)

Article 25 The term of office for directors and auditors shall be until the conclusion of the final ordinary general meeting of members within two years after their appointment. However, reappointment is not prohibited.
2. The term of office for the accounting auditor shall be until the conclusion of the ordinary general meeting of members relating to the last fiscal year ending within one year after their appointment.
3. Unless otherwise resolved at the general meeting of members referred to in the preceding paragraph, the accounting auditor shall be deemed to have been reappointed at that general meeting of members.
4. The term of office for officers appointed to fill vacancies or as additional officers shall be the remainder of the term of their predecessors or current officers.

(Dismissal of officers, etc.)

Article 26 Directors and auditors may be dismissed at any time by a resolution of the general meeting of members.
2. The Chairman, Vice-Chairman, President, Standing Directors, Executive Directors, and Managing Directors may be dismissed at any time by a resolution of the Board of Directors.

(Compensation for executives, etc.)

Article 27 Officers shall, in principle, serve without compensation. However, full-time directors may be paid compensation in accordance with the officer compensation regulations established at the general meeting of members.
2. Officers may be reimbursed for actual expenses incurred in connection with their duties.
3. Matters necessary for the preceding two paragraphs shall be determined separately after a resolution of the Standing Board of Directors.

(Partial exemption or limitation of liability of officers, etc.)

 Article 28. With regard to the liability of its officers under Article 111, Paragraph 1 of the Act on General Incorporated Associations and General Incorporated Foundations, if the requirements stipulated by law are met, this corporation may, by resolution of the Board of Directors, exempt them from liability for damages up to the amount obtained by deducting the minimum liability limit stipulated by law from the amount of liability for damages.
2. The Corporation may, with respect to the liability for damages referred to in the preceding paragraph, enter into an agreement with its officers, by resolution of the Board of Directors, to limit the liability for damages, provided that the requirements stipulated by law are met. However, the limit of liability under such agreement shall be the minimum liability limit stipulated by law.

Chapter 6: Board of Directors

(Type)

Article 29 The association's board of directors shall consist of two types: ordinary board meetings and extraordinary board meetings.

(Constitution)

Article 30 This corporation shall have a Board of Directors. The Board of Directors shall be composed of all directors.

(authority)

Article 31 The Board of Directors shall perform the following duties in addition to those otherwise provided for in these Articles of Incorporation: (1) Decisions on the execution of important business of the Association
(2) Supervision of the execution of duties by the Chairman, Vice-Chairman, President, Standing Directors, Executive Directors and Managing Directors
(3) Selection and dismissal of the Chairman, Vice-Chairman, President, Standing Directors, Executive Directors and Managing Directors
(4) Decision to request the convening of an extraordinary general meeting of members
(5) Decisions on the disposal and acquisition of important assets
(6) Approval of loans
(7) Approval of the appointment and dismissal of key personnel such as the Secretary-General.
(8) Decision on matters relating to delegation to the Standing Board of Directors

(held)

Article 32. The regular board meeting must be convened within three months after the end of each fiscal year.
2. An extraordinary board meeting shall be held in any of the following cases:
(1) When the chairman deems it necessary
(2) When a request for convening a meeting is made by more than half of the number of directors in writing, stating the matters that are the purpose of the meeting.
(3) When an auditor requests a meeting to be convened

(Convocation)

Article 33 The Board of Directors shall be convened by the Chairman.
2. When the chairperson is absent or incapacitated, each director shall convene a board meeting.　
3. When a request is made pursuant to the provisions of Article 2, paragraph 1, the chairman must convene an extraordinary board meeting within one week, with the meeting date set within 30 days from the date of the request.
4. When convening a board meeting, the chairman must notify the directors at least one week before the meeting date. 4. The notice of convocation referred to in the preceding paragraph must include the date, time, place, and agenda of the board meeting.

(Chairperson)

 Article 34 The chairman of the Board of Directors shall be the President.
2. If the chairperson is unable to perform their duties, another director shall take their place in accordance with the predetermined order.

(resolution)

Article 35 Resolutions of the Board of Directors shall be made by a majority vote of the directors who are entitled to vote, provided that a majority of such directors are present.
2. If all directors agree to a resolution of the Board of Directors in writing or by electronic means, and the auditors do not raise any objections, the resolution of the Board of Directors shall be deemed to have been made.
3. No director with a special interest in the resolution referred to in the preceding paragraph may participate in the vote.

Chapter 7 Standing Board of Directors

Article 36 This corporation shall have a Standing Board of Directors under the Board of Directors.

(Constitution)

Article 37 The Standing Board of Directors shall consist of the Chairman, the President, and the Standing Directors.
2. The chairperson and president may have other officers and secretariat staff attend as needed.

(authority)

Article 38:
1. The Standing Board of Directors supervises the Chairman, Vice-Chairman, President, Standing Directors, Executive Director, and Executive Directors, and deliberates and makes decisions on the following matters. However, matters that are solely the responsibility of the Board of Directors are left to the Board of Directors' decision.
(1) Approval of membership
(2) Matters to be submitted to the General Meeting of Members
(3) Asset management and budget execution
(4) Matters concerning the establishment, operation, and reporting of the committee
(5) Matters concerning the execution of duties delegated by the Board of Directors
(6) Other matters that are urgent and for which it is not appropriate to wait for a board meeting.
2. When the Standing Board of Directors makes a decision on a matter delegated to it by the Board of Directors or on a matter falling under item 7 of the preceding paragraph, it shall promptly report the result to the Board of Directors and obtain their approval.

(Convening and convening)

Article 39 The Standing Board of Directors shall be convened when the chairperson deems it necessary or when requested by more than half of the members.
2. When a request is made as described in the preceding paragraph, the chairman must convene a standing board meeting within one week, with the meeting date set within 30 days from the date of the request.
3. The chairman of the Standing Board of Directors shall be the president. If the president is unable to serve, the director shall serve in that capacity, and if the director is also unable to serve, the chairman shall be elected by mutual vote of the members.
4. Notices for meetings of the Standing Board of Directors shall, in principle, be issued at least one week prior to the meeting date.
The provisions of Articles 20, 21, and 34 shall apply mutatis mutandis to the Standing Board of Directors.

Chapter 8 Accounting

(Fiscal year)

Article 40 The fiscal year of this corporation shall begin on April 1st of each year and end on March 31st of the following year.

(Composition of assets) 

 Article 41 The assets of this corporation shall consist of the following items:
(1) Annual membership fee
(2) Donations
(3) Income generated from property
(4) Business income
(5) Other income

(Management of assets)

Article 42 The assets of this corporation shall be managed by the chairperson, and the method of management shall be determined separately after a resolution of the board of directors.

(Payment of expenses)

Article 43. The expenses necessary for the operation of this corporation shall be paid from its assets.

(Business plan and income/expenditure budget)

Article 44 The business plan and budget of this corporation shall be drafted by the chairperson of the board of directors and approved by the standing board of directors before the day preceding the start of each fiscal year.
2. The business plan and budget decided pursuant to the preceding paragraph must be submitted to the regular general meeting held during the relevant fiscal year and approved therefor.

(Business report and financial results)

Article 45 The business report and financial statements of this corporation shall be prepared by the chairperson within three months after the end of each fiscal year, and shall be audited by the auditors and approved at the general meeting.
2. In order to ensure financial transparency and appropriateness, this corporation may, as necessary, undergo voluntary audits by external certified public accountants or audit firms.

(Surplus)

Article 46 This corporation may not distribute surplus funds.

(Large debt)

Article 47. When this corporation borrows an amount exceeding 5 million yen in total, it must obtain approval from the general meeting of members.

(Business year)

Article 48 The fiscal year of this association shall be one year, from April 1st to March 31st of the following year.

Chapter 9 Amendments to the Articles of Incorporation and Dissolution

(Amendment to Articles of Incorporation)

Article 49. These Articles of Incorporation may be amended by a resolution of the General Meeting of Members.

(Dissolution)

Article 50 This corporation shall be dissolved for the following reasons:
(1) Resolution of the General Meeting of Shareholders
(2) A full member is absent.
(3) Decision to commence bankruptcy proceedings (disposition of remaining assets)

(Remaining assets)

Article 51. Any remaining assets shall be donated to a public interest corporation or to the national or local government, by resolution of the general meeting.

Chapter 10 Committees, etc.

(committee)

Article 52. This corporation may establish country committees to promote economic and cultural exchange with various regions and countries in accordance with its objectives.
2. In addition to the committees mentioned in the preceding paragraph, other committees may be established.
Matters necessary for the three committees shall be determined separately by the Chairman of the Board after approval by the Standing Board of Directors. (Committee Member)

 Article 53 The members of the committee shall be appointed by the chairperson from among the members of this corporation, with the approval of the standing board of directors.

The members of the 2nd Committee may be selected from among persons with academic expertise, not limited to those specified in the preceding paragraph.

(Researcher)

 Article 54 This corporation may employ researchers to conduct research and studies based on its objectives.
The two researchers will be part-time and will be appointed by the Chairman of the Board of Directors after approval by the Standing Board of Directors.
The three researchers can be reimbursed for their expenses.
The research topics and other matters to be entrusted to the four researchers will be decided by the Chairman of the Board after approval by the Standing Board of Directors.

Chapter 11 Branch

(Installation)

Article 55 Branches may be established throughout the country as needed, subject to a resolution of the Standing Board of Directors.

(Branch Officers)

Article 56. Each branch shall have officers, including a branch manager, who shall be selected from among the directors.

(operation)

Article 57 The operation of the branch shall be governed by the branch regulations separately established by the Board of Directors.

Chapter 12 Secretariat

(Installation, etc.)

Article 58. An administrative office shall be established to handle the affairs of this corporation.

(Staff)

Article 59 The Secretariat shall have a Director and the necessary staff.
The Secretary-General is appointed by the Chairman after a resolution by the Board of Directors, and the appointment and dismissal of Secretariat staff is carried out by the Chairman of the Board.

(Documents provided)

Article 60 The secretariat shall keep the articles of incorporation, membership register, minutes, accounting books, etc.

Chapter 13 Honorary Positions

(Installation) 

Article 61 This corporation may have an honorary chairman, advisor, consultant, member of staff, and other honorary positions.

(Commissioned) 

Article 62 Honorary positions shall be recommended by the Chairman and appointed by the Chairman after approval by the Standing Board of Directors.

Chapter 14: Advertising

(Advertising methods)

Article 63. The Corporation's announcements shall be made by electronic public notice. However, if it is not possible to make an announcement by electronic public notice due to an accident or other unavoidable circumstances, the announcement shall be made by publication in the Official Gazette.

Chapter 15 Supplementary Provisions

1. These Articles of Incorporation shall come into effect from the date on which the registration of the establishment of the general incorporated association is completed.
2. The founding members and founding directors and auditors of this corporation shall be as follows:

Representative Director: Kenichi Watanabe
Representative Director: Ken Matsuzawa
Director Mikishi Takamura
Auditor: Tatsuo Ishihara
3. The first fiscal year of this corporation shall be from the date of its establishment to the end of March 2027.

4. A portion of these Articles of Incorporation will be amended through a resolution of the General Meeting of Members of The International Friendship and Economic Exchange Council (FEC) in fiscal year 2026, and will come into effect on June 19, 2026.