(NPO certificate of incorporation)
Chapter 1 General rules
(name)
Article 1 This corporation says the NPO Kyoto wheel club. (office)
Article 2 This corporation opens the main office in Kyoto Prefecture Kyoto City Yamashina Ward.
Chapter 2 purpose and business
(purpose)
Article 3 The this corporation aims to act variously, and to contribute to the development of the regional economy and resident's promotion of health to contribute to the business concerning holding various experience type courses that uses the regional resource for the civilian and the activation of the whole area of Kyoto Prefecture. (kind of specific, non-profit-making activity)
The kind of that hangs next ..specific, non-profit-making.. acts so that Article 4 this corporation may achieve the purpose of the former article.
(1)Activity
that attempts promotion of city planning (2)Activity
that attempts promotion of science, culture, art or sports (3)Activity
that attempts promotion of Social Education (4)Activity
that attempts child's health promotion (5)Activity
that attempts activation of economic activity (6)Activity
that supports development of vocational capability or expansion at job opportunity (7)Activity
of report concerning management of group that does activity published to each title the former or activity, advice or help (business)
Article 5 To achieve the purpose of Article 3, the this corporation does the following business.
(1)Business
that lies specific, non-profit-making activity 1.Various investigations and promotion businesses
that lies improvement of sightseeing that uses traditional craft, traditional culture, and public entertainments in Kyoto 2.Management business
of various courses concerning sightseeing that uses traditional craft, traditional culture, and public entertainments in Kyoto 3.Promotion business
of talent who is related to sightseeing service 4.Business
for surveillance study on maintenance improvement as sightseeing spot 5.Business
for facilities maintenance to contribute to maintenance improvement of sightseeing spot 6.Business
for acquisition of land and management that can be effectively used to attempt maintenance improvement of sightseeing spot 7.(type) Additionally, various business
Chapter 3 member
that accompanies business of each title the former
Article 6 The member of the this corporation makes to the individual who agrees to this corporate purpose and joins and the group, has the member, and makes it to the employee of Law to Promote Specified Nonprofit Activities (Hereafter, it is said, "Method"). (admission)
The condition is not especially provided about the Article 7 of
member's admission.
2The one trying to join as a member should be assumed to be the one for which it applies to the chief director by the application form for admission that describes member's type, and the chief director admit joining as long as it is ill-founded.
3The chief director should have the document that promptly fixes the reason and notify the person in question so when the admission of the one in the preceding clause is not admitted. (admission fee and fee)
Article 8 member should deliver the admission fee and the fee separately provided in the general meeting. (loss of member's qualification)
When
Article 9 member comes to correspond to one of the following each title, the qualification is lost.
(1)When you submit the notice of withdrawal.
(2)When the group who dies by the person in question or is the member disappears.
(3)When it is expelled.
(secession)
Article 10 The member can secede arbitrarily by submitting the notice of withdrawal that the chief director separately provides to the chief director. (expulsion)
When
Article 11 member comes to correspond to one of the following each title, this can be expelled by resolving the general meeting. In this case, it is necessary to give the chance of the excuse to the member before the resolution.
(1) When you violate this certificate of incorporation.
(2) When this corporate honor is damaged or the act in contradiction to the purpose is done. (no restoration of the contribution goods)
Neither the admission fee, the fee nor other contribution goods of
Article 12 [**] already are restored.
Chapter 4 director and staff
(type and constant)
Article 13 The following director is left in the this corporation.
(1) Three directors?Ten people
(2) One inspector?Three people
2One person is made among directors and the chief director and two people are made a sub-chief director. (election etc.)
the 14th logic thing and the inspector elect it in the general meeting.
2 chief director and the sub-chief director assume the mutual election of the director.
3Be not included about each director in the director exceeding the consort or three degree of relationship or less's one relative or do not let director concerned, the consort, and three degree of relationship or less's relative be included exceeding 1/3 of the total of the director.
4The inspector cannot hold a director or this corporate staff concurrently. (duty)
The 15th logic thing length is prime minister [suru] on behalf of this corporation as for the business.
2When it assists in the chief director, the chief director has the accident or the chief director lacks, the sub-chief director executes the duty as a proxy by the order nominated beforehand by the chief director.
3The director composes the board of directors, and executes this corporate business based on providing this certificate of incorporation and the resolution of the board of directors.
4The inspector does the duty that hangs next.
(1) Audit the situation of director's execution of duty.
(2) Audit the situation of this corporate property.
(3) Report on a result of the audit by the first regulations and corporate of this business or the property in the inadequate act or the law or the certificate of incorporation and report on this to the general meeting or the jurisdiction agency when a violate important fact discovers certain.
(4) Call out the general meeting when there is a necessity to report on the former title.
(5) Give one's views to the director about the situation of a situation of director's execution of duty or this corporate property or claim the call of the board of directors. (term of office etc.)
Article 16 Director's term of office is assumed to be two years. However, the reappointment is not disturbed.
2Only when successor's director is not elected in the general meeting regardless of regulations of the preceding clause, the term of office can be extended until the first general meeting is concluded after the end of the term of office.
3The term of office of the director who assumes the position because of the staff increase for the alternate is made the remaining period of the term of office of each predecessor or the present holder of the office.
4The director should do the duty until the successor assumes the position after it expires at the resignation or the term of office. (filling vacant positions)
When the person who exceeds 1/3 of the constants lacks among
the 17th logic thing or inspectors, it is necessary to replenish it with this without abode. (dismissal)
When
Article 18 director comes to correspond to one of the following each title, this can be dismissed by resolving the general meeting. In this case, it is necessary to give the chance of the excuse to the director before it resolves it.
(1) When it is admitted that the accomplishment of the duty is not borne because of the mental or physical impairment.
(2) When there is an act not suitable as a director besides the violation of the obligation on the duty. (reward etc.)
Article 19 director can receive the reward within the range of 1/3 or less of the total. It can make amends for cost that requires it to execute the duty to
2 director. The chief director separately provides a necessary matter by clause 2 in front of
3 for through the resolution of the general meeting. (staff)
Article 20 this corporation can leave the secretary-general and other staff. The chief director appointing and dismissing it
2 staff.
Chapter 5 General meeting
(type)
Article 21 The general meeting of the this corporation is assumed to be two kinds (the ordinary meeting and the extraordinary general meeting). (composition)
Article 22 general meeting has and composes the regular member. (authority)
Article 23 general meeting resolves the following matters.
(1)Change
of certificate of incorporation (2)Dissolution
(3)Amalgamation
(4)Business scheme, revenue and expenditure budget, and the change
(5)Business report and closing of accounts of revenue and expenditure
(6)Duty and reward
that is elected by director or dismissed (7)Amount
of admission fee and fee (8)Abandonment of load and right
of new obligation besides loan (The short-term loans payable that has the income in the business year and repays it is excluded. It is the same in Article 50). (9)(hold) Matters of weight
concerning other management The general meeting is usually held once by
Article 24 every year.
2The extraordinary general meeting is held when corresponding to one of the following each title.
(1) When the board of directors claims the necessity and the admission call.
(2) When it has a document or an electromagnetic method of describing the matter that is purposes of the meeting from 1/5 or more of the total of the regular member and the call is claimed.
(3) Article 15 When there is a call from the inspector by the fourth in clause 4 regulations. (call)
The chief director calls out
Article 25 general meeting except the third in clause 2 of the former article case.
2 chief director should call out the extraordinary general meeting within 30 days from the day when there is a claim by the 1st of the former articles in clause 2 and the 2nd regulations.
3It has a document or an electromagnetic method of describing the place, the purpose, and the discussion matter, and it is necessary to notify by at least three days ago at the date of the conference when the general meeting is called out. (chairperson)
The chairperson of
Article 26 general meeting elects it in the general meeting from among the regular member who attended. (quorum)
Article 27 general meeting cannot be opened if there is no attendance of 1/2 or more of the total of the regular member. (resolution)
The resolution matter in
Article 28 general meeting is assumed to be a matter notified beforehand by providing for Article 25 clause 3. It has the majority of the regular member who attended, it decides, and it depends on the place where the chairperson decides it at the tie in votes though it provides for proceedings of
2 general meeting to this certificate of incorporation. (decision right etc.)
Article 29 Each regular member's decision right is assumed to be equal.
2The regular member who cannot attend the general meeting for the unavoidable reason can entrust them with the decision by having a document or an electromagnetic method about the matter notified beforehand, deciding or making other regular members a deputy.
3The regular member who decided it as laid down in the foregoing paragraph is Article the first, and the application of clause 1 of the next article and Article 51 is considered to be attendance to the general meeting.
4The regular member who has a special interest cannot join the resolution of the proceedings about the resolution of the general meeting. (minutes)
It is necessary to make the minutes that describe the following matter about proceedings of
Article 30 general meeting.
(1) Date and place
(2) Total of regular member and attendance (Add the number in those who decide it or those' by a document or an electromagnetic method who entrust with the decision there)
. (3) Discussion matter
(4) Result of outline and resolution of passage of proceedings
(5) Matter
concerning the minutes signature person's election One minutes signature person or more elected at the chairperson and the conference should sign two minutes, and it stamp it.
Chapter 6 Board of directors
(composition)
The 31st logic thing association has and composes the director. (authority)
Another and the following matter are resolved though
the 32nd logic thing association provides in this certificate of incorporation.
(1)Matter
that should be discussed to general meeting (2)Matter
concerning execution of matter that general meeting resolved (3)Organization and management
of secretariat (4)(hold) It is matter
concerning the execution of requiring [nai] [kaitsutomu] as for the resolution of other general meeting When it corresponds to one of the following each title,
the 33rd logic thing association holds it.
(1) When you admit that the chief director is necessary.
(2) When it has a document or an electromagnetic method of describing the matter that is purposes of the meeting from 2/3 or more of the total of the director and the call is claimed.
(3) Article 15 When you claim the call from the inspector by the fifth in clause 4 regulations. (call)
The chief director calls out
the 34th logic thing association.
2The chief director should call out the board of directors within 30 days from the day when there is a claim by regulations of No.2 of the former article and No.3.
3It has a document or an electromagnetic method of describing the place, the purpose, and the discussion matter, and it is necessary to notify by at least three days ago at the date of the conference when the board of directors is called out. (chairperson)
The chief director tries the chairperson of
the 35th logic thing association to this. (resolution)
The resolution matter in
the 36th logic thing association is assumed to be a matter notified beforehand by providing for Article 34 clause 3. Proceedings of
2 board of directors have the majority of the total of the director, are decided, and depend on the place where the chairperson decides it at the tie in votes. (decision right etc.)
Article 37 each director's decision right is assumed to be equal. The director who cannot attend can decide a document or an electromagnetic method to the board of directors by having it about the matter notified beforehand for the reasons that are not
2 profitable [yamuwo]. The director who decided it considers the application of clause 1 of the next article to be attendance to the board of directors by providing for
3 preceding clause.
4The director who has a special interest cannot join the resolution of the proceedings about the resolution of the board of directors. (minutes)
It is necessary to make the minutes that describe the following matter about proceedings of
the 38th logic thing association.
(1) Date and place
(2) Total of director, attendance, and person present name (Add so in those who decide the document)
. (3) Discussion matter
(4) Result of outline and resolution of passage of proceedings
(5) Matter
concerning the minutes signature person's election One minutes signature person or more elected at the chairperson and the conference should sign two minutes, and it stamp it.
Chapter 7 property and accounting
(composition of property)
Article 39 The property of the this corporation has and composes the one published to the following each title.
(1) Establishment property
described in first list of assets (2) Admission fee and fee
(3) Contribution goods
(4) Income
caused from property (5) Income
according to business (6) (division of the property) Other income
The property of
Article 40 this corporation is assumed to be one kind of the property concerning the business that lies specific and non-profit-making acting. (management of the property)
The chief director manages the property of
Article 41 this corporation, and the chief director establishes the method separately through the resolution of the general meeting. (principle of accounting)
Do the accounting of
Article 42 this corporation according to the principle published to Article 27 each title of the law. (division of accounting)
The accounting of
Article 43 this corporation is assumed to be one kind of accounting concerning the business that lies specific and non-profit-making acting.
(business scheme and budget)
Article 44 The business scheme of the this corporation and the revenue and expenditure budget according to this should make by the chief director, and pass the resolution of the general meeting. (provisional budget)
When the budget is not approved by the unavoidable reason regardless of regulations of the article before Article 45 of
, the chief director can expend the income through the resolution of the board of directors based on the budget at the prior taxable year until the day of the budget approval.
2The income expense in the preceding clause is considered to be income expense of the budget newly approved. (setting and use of the reserve fund)
The reserve fund can be installed in the budget because it allots it to
Article 46 budget excess or expense outside the budget. When
2 reserve fund is used, it is necessary to pass the resolution of the board of directors. (addition and correction of the budget)
When an unavoidable reason is caused after
Article 47 budget is approved, a predetermined budget is added or can be corrected through the resolution of the general meeting. (business report and closing of accounts)
The document concerning closing of accounts in the business report of
Article 48 this corporation, the statement of receipts and disbursement, the balance sheet, and the list of assets, etc. should promptly make by the chief director after it ends at every business year, receive the inspector's audit, and pass the resolution of the general meeting. Carry it forward at the next business year when you cause the surplus in closing of accounts of
2. (business year)
The business year of
Article 49 this corporation ends on the start March 31 next year on April 1 every year.
(measures of [nozoki])
Article 50 When a new obligation is borne besides hiring another and the loan or the right is abandoned, it is necessary to pass the resolution of the general meeting though the budget is had and provided.
Chapter 8 The certificate of incorporation is changed, and it dissolves and it amalgamates.
(change in certificate of incorporation)
When Article 51 this corporation is about to change the certificate of incorporation, it is necessary to pass the resolution by many of 3/4 or more of the regular member who attended, to exclude a negligible matter that provides in Article 25 clause 3 of the law, and to obtain the attestation of the jurisdiction agency the general meeting. (dissolution)
Article 52 this corporation dissolves for the reasons that hang next.
(1) Resolution of general meeting
(2) Impossibility
of success in business that lies aimed specific, non-profit-making activity (3) Regular member's [kahoro]
(4) Amalgamation
(5) Bankruptcy
(6) Cancellation
of attestation of establishment by jurisdiction agency 2When this corporation dissolves by the first in preceding clause reason, it is necessary to obtain the approval of 3/4 or more of the total of the regular member.
3When dissolving by the second in clause 1 reason, it is necessary to obtain the recognition of the jurisdiction agency. (belong the residuary estate)
Transfer the property that remains when
Article 53 this corporation dissolves (Dissolution by the amalgamation or the bankruptcy is excluded) to what resolved in the general meeting among the people who publish to Article 11 clause 3 of the law. (amalgamation)
When
Article 54 this corporation is about to amalgamate, it is necessary to pass the resolution by many of 3/4 or more of the total of the regular member in the general meeting, and to obtain the attestation of the jurisdiction agency.
Chapter 9 Notification method
(notification method)
Article 55 It posts in this corporate notice place, it gazettes, and the this corporation notifies it publicly.
Chapter 10 Miscellaneous rules
(detailed rule)
Article 56 The chief director provides this of enforce of the this certificate of incorporation in a necessary detailed rule through the resolution of the board of directors.
additional clause
1This certificate of incorporation is enforced on the day of this approval of the corporation.
2This first corporate ..establishment.. director makes it to the person who hangs next.
Chief director Yoshihiko Kondo
Sub-director Teruno Miyake
Sub-director Kobori Susumu
Director Toshihiro Mizuta
Director Masaki Hirose
Director Keiichi Motoi
Inspector Seiji Hatanaka
3This establishment of the corporation assumes the term of office of a first director from the day of approval to June 30, 2012 regardless of regulations of Article 16 clause 1.
4This first corporate business scheme and revenue and expenditure budget of establishment must depend on the place where the organization meeting provides regardless of regulations of Article 44.
5This first corporate ..establishment.. business year is made until the end of the business year regardless of regulations of Article 49 on the day of approval.
6The amount of this establishment of the corporation that hangs next is a first admission fee and a fee regardless of regulations of Article 8.
(1) Member
･Admission fee 0 yen
･Annual membership fee 0 yen
