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Articles of Incorporation

Articles of Association of Infrastructure Development Institute – Japan

Established on May 27, 2011
Amended on June 28, 2012
Amended on December 1, 2012
Amended on September 19, 2018
Amended on September 18, 2019

CHAPTER I.  GENERAL PROVISIONS

(Name)
Article 1.
　The name of this legal entity shall be “一般社団法人国際建設技術協会” (hereinafter referred to as the “Institute”) and shall be expressed as “Infrastructure Development Institute – Japan” in English. (Its abbreviated name shall be “IDI”.)

(Office)
Article 2. 
１．The Institute shall have its principal office in Bunkyo-ku, Tokyo.
２．The Institute may, by resolution of the Board of Directors, establish secondary offices at necessary locations.

CHAPTER II.  PURPOSE AND PROJECTS

(Purpose)
Article 3.
　The purpose of the Institute shall be to conduct projects that contribute to the promotion of international mutual understanding in the field of construction and to economic and technical cooperation for developing regions overseas, and to contribute to the sustainable development of international society and people’s lives through cooperation in the development, operation and maintenance of socioeconomic infrastructure facilities.

(Projects)
Article 4.
１．In order to achieve the purpose set forth in the preceding Article, the Institute shall conduct the following projects:

  • promotion of international exchange in the field of construction;
  • research on the development, operation and maintenance of socioeconomic infrastructure facilities located overseas;
  • dispatch and training of personnel for the development, operation and maintenance of socioeconomic infrastructure facilities located overseas;
  • consulting services in the field of international construction;
  • collection and exchange of domestic and overseas materials and information concerning socioeconomic infrastructure facilities;
  • domestic and international publicity and promotion of socioeconomic infrastructure facilities; and
  • other projects necessary to achieve the purposes of the Institute.

２．The projects set forth in the preceding Paragraph shall be conducted in Japan and overseas.

CHAPTER III.  MEMBERS

(Members of Institute)
Article 5. 
１．The Members of the Institute shall be the following individuals or organizations that agree with its projects:

  • Regular Members
  • Individual Members: Construction experts and related persons in the construction field
  • Corporate Members: Legal entities engaged in the projects of construction consulting, surveying and geological investigation
  • Supporting Members: Organizations that support the projects of the Institute

２．Regular Members, among the Members set forth in the preceding Paragraph, shall be deemed to be the members under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “Association Act”).

(Obtainment of Membership)
Article 6. 
１．Any person who wishes to become a Member of the Institute shall make an application as stipulated by the Board of Directors to obtain its approval.

２．Any Corporate Member shall designate a person to exercise its rights against the Institute as the representative of such corporation (limited to one person; hereinafter referred to as the “Designated Representative”) and notify it to the President of the Institute.

３．In the event of a change of the Designated Representative, a written notification of such change, as specified separately, must be promptly submitted to the President of the Institute.

(Membership Fee)
Article 7. 
　In order to cover the expenses that arise on a recurring basis for the project activities of the Institute, the Members shall pay membership fees as separately stipulated.

(Withdrawal)
Article 8.
　Any Member may withdraw from the Institute by submitting a written notification of withdrawal.

(Expulsion)
Article 9.
　If any of the following events occurs as to any Member, the Institute may expel such Member from the Institute by resolution of the General Meeting:

  • if any Member violates these Articles of Association of any other rules;
  • if any Member has damaged the reputation of the Institute or committed any act contrary to the purpose of the Institute; or
  • if there is any other legitimate reason for expulsion.

(Loss of Membership)
Article 10.
　In addition to the cases set forth in the preceding two Articles, any Member shall lose its qualification if any of the following events occurs as to such Member:

  • if any Member fails to perform its payment obligation set forth in Article7 for one (1) year or more;
  • if all of the Regular Members consent thereto;
  • if any Individual Member dies, or if any Corporate Member or any Supporting Member is dissolved;
  • if any Member has been declared bankrupt; or
  • if any Member becomes an adult ward or a person under curatorship.

(Rights and Obligations Incidental to Loss of Membership)
Article 11.
１．If any Member loses its qualification pursuant to the provisions of the preceding Article, such member shall lose its rights to the Institute and be released from its obligations. Provided, however, that any unperformed obligation may not be relieved.

２．The Institute will not return membership fees and other contributed money and goods that have already been paid, even if any Member loses its qualification.

CHAPTER IV.  GENERAL MEETING

(Composition)
Article 12. 
１．A General Meeting shall be composed of all of the Regular Members.

２．There shall be two types of General Meetings, which are consisted of Ordinary General Meetings and Extraordinary General Meetings.

３．The General Meetings referred to in Paragraph 1 shall be the general meetings of members under the Association Act.

(Authority)
Article 13. 
　A General Meeting shall adopt a resolution on the following matters:

  • expulsion of Members;
  • election or dismissal of Directors and Auditors;
  • amount of remuneration for full-time officers;
  • approval of the materials prepared for the settlement of accounts as set forth in Article 36;
  • amendment to the Articles of Association;
  • dissolution and disposition of residual assets; and
  • any other matters specified by laws and regulations or these Articles of Association as the matters to be resolved at a General Meeting.

(Holding)
Article 14.
　An Ordinary General Meeting shall be held once a year within three (3) months after the end of each fiscal year, and Extraordinary General Meetings shall be held when necessary.

(Convocation)
Article 15.
１．General Meetings shall be convened by the President based on a resolution of the Board of Directors, except as otherwise provided by laws and regulations. In the event that the President is unable to so act, the Senior Managing Director, who is the Representative Director, shall act in his/her place.

２．Regular Members representing not less than one-fifth (1/5) of the voting rights held by all Regular Members may request the President to convene a General Meeting by presenting the matter that shall be the purpose of such General Meeting and the reason for the convocation.

(Chairperson)
Article 16.
　The President shall preside over General Meetings. In the event that the President is unable to so act, the Senior Managing Director, who is the Representative Director, shall act in his/her place.

(Voting Rights)
Article 17.
　Each Regular Member shall have one (1) voting right exercisable at a General Meeting.

(Resolution)
Article 18.
１．Resolutions at any General Meeting shall be adopted by a majority of the voting rights held by the Regular Members present at such meeting at which the Regular Members representing a majority of the voting rights held by all Regular Members are present.

２．Notwithstanding the provisions of the preceding Paragraph, the following resolutions shall be adopted by more than half of the total number of Regular Members and not less than two-thirds (2/3) of the total number of voting rights held by all Regular Members.

  • expulsion of Members;
  • dismissal of Auditors;
  • amendment to the Articles of Association;
  • dissolution; and
  • any other matters specified by laws and regulations.

(Proxy Voting)
Article 19.
１．Any Regular Member may exercise its voting rights at a General Meeting by appointing another Regular Member as its proxy. In such case, said Regular Member shall submit a power of attorney to the Institute in advance as a document certifying the authority of representation.

２．The grant of the authority of representation set forth in the preceding Paragraph shall be made for each General Meeting.

(Minutes)
Article 20. 
１．Minutes of the proceedings of General Meetings shall be prepared as required by laws and regulations.

２．The chairperson and two (2) or more Regular Members present who are designated by the chairperson shall affix their respective names and seals to the minutes set forth in the preceding Paragraph.

CHAPTER V.  OFFICERS

(Appointment of Officers)
Article 21.
１．The Institute shall have the following officers:

  • 20 or more but not more than 25 Directors
  • two (2) or less Auditors

２．One of the Directors shall be the President, one of the Directors other than the President shall be the Senior Managing Director, and five (5) or less Directors shall be Managing Directors.

３．The President and the Senior Managing Director shall be the Representative Directors under the Association Act.

４．The Managing Director set forth in Paragraph 2 shall be the executive director prescribed in Article 91, Paragraph 1, Item 2 of the Association Act.

(Election of Officers)
Article 22.
１．Directors shall be elected by resolution of a General Meeting from among the Regular Members (or Designated Representatives in the case of a Corporate Member).

２．Auditors shall be elected by resolution of a General Meeting.

３．The President, the Senior Managing Director and the Managing Directors shall be selected from among the Directors by resolution of the Board of Directors.

４．Any Auditor may not concurrently serve as Director or employee of the Institute.

(Duties and Authority of Directors)
Article 23.
　The Directors shall constitute the Board of Directors and shall execute their respective duties as set forth in the following Items pursuant to laws and regulations and these Articles of Association.

  • The President shall represent the Institute and shall execute its duties.
  • The Senior Managing Director shall assist the President in executing duties of the Institute, and in the event that the President is unable to so act or the post of the President becomes vacant, the Senior Managing Director, who is the Representative Director, shall execute the duties.
  • The Managing Directors shall assist the President and the Senior Managing Director to divide and execute the duties of the Institute.
  • The Directors other than those listed in the preceding three Items shall assist the President and the Senior Managing Director, and shall execute the duties of the Institute pursuant to a resolution of the Board of Directors.
  • The Representative Directors and the Executive Directors shall report to the Board of Directors on the status of execution of their duties not less than twice in intervals exceeding four (4) months of each fiscal year.

(Duties and Authority of Auditors)
Article 24.
１．The Auditors shall audit the execution of duties by the Directors and prepare audit reports as required by laws and regulations.

２．The Auditors may, at any time, request the Directors and employees to make reports on their duties, and may investigate the status of the duties and properties of the Institute.

(Term of Office of Officers)
Article 25.
１．The term of office of Directors shall expire at the conclusion of the Ordinary General Meeting relating to the last fiscal year ending within two (2) years after their election.

２．The term of office of Auditors shall expire at the conclusion of the Ordinary General Meeting relating to the last fiscal year ending within two (2) years after their election.

３．The term of office of a Director or Auditor who was elected to fill a vacancy shall expire at the time when the term of office of his/her predecessor expires.

４．In the event that the number of Directors or Auditors becomes less than the number stipulated in Article 21, each of them shall continue to have the rights and obligations as Directors or Auditors until a newly elected person assumes office, even after retiring from the office due to expiration of the term of office or resignation.

(Dismissal of Officers)
Article 26. 
　Directors and Auditors may be dismissed by a resolution of the General Meeting.

(Remuneration, etc.)
Article 27.
１．Directors and Auditors shall receive no remuneration.

２．The amount calculated in accordance with the standards for payment of remuneration, etc. to be separately determined by the Board of Directors may be paid to full-time Directors, as remuneration, etc., within the total amount determined by the General Meeting.

３．The amount determined through consultation among the Auditors may be paid to full-time Auditors, as remuneration, etc., within the total amount determined by the General Meeting.

CHAPTER VI.  BOARD OF DIRECTORS

(Composition)
Article 28.
１．The Institute shall have the Board of Directors.

２．The Board of Directors shall be composed of all of the Directors.

(Authority)
Article 29. 
　The Board of Directors shall perform the following duties:

  • decisions on the execution of the duties of the Institute;
  • supervision of the execution of duties by the Directors; and
  • appointment and dismissal of the President, the Senior Managing Director and the Executive Directors.

(Convocation)
Article 30.
１．Meetings of the Board of Directors shall be convened by the President and shall be presided over by the President.

２．In the event that the post of the President becomes vacant or the President is unable to so act, the Senior Managing Director, who is the Representative Director, shall act in his/her place.

(Holding)
Article 31.
　No meeting of the Board of Directors may be held without attendance of a majority of the Directors.

(Resolution)
Article 32.
１．Resolutions by a meeting of the Board of Directors shall be adopted by a majority of the Directors present at such meeting at which a majority of the Directors, excluding those Directors who have any special interest in the resolution, are present.

２．Notwithstanding the provisions of the preceding Paragraph, when the requirements set forth in Article 96 of the Association Act are satisfied, a resolution of the Board of Directors shall be deemed to have been adopted.

(Minutes)
Article 33.
１．Minutes of the proceedings of meetings of the Board of Directors shall be prepared as required by laws and regulations.

２．The Representative Directors and Auditors present at a meeting shall affix their names and seals to the minutes set forth in the preceding Paragraph.

CHAPTER VII.  ASSETS AND ACCOUNTING

(Fiscal Year)
Article 34.
　The fiscal year of the Institute shall begin on July 1 of each year and end on June 30 of the following year.

(Business Plan; Income and Expenditure Budget)
Article 35.
１．The business plan, and the income and expenditure budget of the Institute shall be prepared by the President and approved by the Board of Directors by the day before the start of each fiscal year. The same shall apply to the case of making any change thereto.

２．The documents set forth in the preceding Paragraph shall be kept at the principal office until the end of the relevant fiscal year.

(Business Report and Settlement of Accounts)
Article 36.
１．With regard to the business report and the settlement of accounts of the Institute, the President shall prepare the following documents after the end of each fiscal year, have them audited by the Auditors, and submit them to the Ordinary General Meeting with the approval of the Board of Directors — the contents of the documents listed in Items 1 and 2 below shall be reported and the documents listed in Items 3 through 5 below shall be subject to approval:

  • business report;
  • annexed detailed statements of the business report;
  • balance sheet;
  • income statement (statement of changes in net assets); and
  • annexed detailed statements of the balance sheet and the income statement (statement of changes in net assets).

２．In addition to the documents set forth in the preceding Paragraph, audit reports shall be kept at the principal office for five (5) years and at the secondary offices for three (3) years, and the Articles of Association shall be kept at the principal office and at the secondary offices, and the list of members shall be kept at the principal office.

(Distribution of Surplus)
Article 37.
　The Institute may not make any distribution of surplus.

CHAPTER VIII.  AMENDMENT TO ARTICLES OF ASSOCIATION; DISSOLUTION

(Amendment to the Articles of Association)
Article 38.
　The Institute may amend these Articles of Association by a resolution of the General Meeting.

(Dissolution)
Article 39.
　The Institute shall be dissolved by a resolution of the General Meeting or for any other reasons prescribed by laws and regulations.

(Ownership of Residual Assets)
Article 40.
　In the event of the liquidation of the Institute, the residual assets held by it shall be donated to the juridical persons listed in Article 5, Item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations or the national or local government through a resolution of the General Meeting.

CHAPTER IX.  METHOD OF PUBLIC NOTICE

(Method of Public Notice)
Article 41.
１．Public notice of the Institute shall be made by means of electronic public notice.

２．In the event that the electronic public notice set forth in the preceding Paragraph cannot be made due to any accident or other unavoidable circumstances, the public notice shall be made by publication in the official gazette.

CHAPTER X.  SECRETARIAT

(Secretariat and Research Laboratory)
Article 42.
１．The Institute shall have a secretariat and a research laboratory to deal with the administrative affairs of the Institute.

２．Necessary matters concerning the organization and operation of the secretariat and the research laboratory shall be separately determined by the President with a resolution of the Board of Directors.

CHAPTER XI.  MISCELLANEOUS PROVISIONS

(Delegation)
Article 43.
　In addition to the provisions set forth in these Articles of Association, matters necessary for the operation of the Institute shall be separately determined by the President with a resolution of the Board of Directors.

Supplementary Provisions

１．These Articles of Association shall come into effect as of the date of registration of the incorporation of a general corporation as provided for in Article 106, Paragraph 1 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, as applied mutatis mutandis pursuant to Article 121, Paragraph 1 of said Act.

２．If the registration of dissolution of a special civil law legal entity and the registration of incorporation of a general corporation as provided for in Article 106, Paragraph 1 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, as applied mutatis mutandis pursuant to Article 121, Paragraph 1 of said Act, were made, the day before the date of registration of dissolution shall be the last day of the fiscal year and the date of registration of incorporation shall be the beginning of the fiscal year regardless of the provisions of Article 34.

３．The first Directors of the Institute shall be as listed in the Exhibit.

４．The first President of the Institute shall be Kiyofumi Yoshino and the first Senior Managing Director shall be Hiromichi Maruyama.

５．The first Executive Directors of the Institute shall be as listed in the Exhibit.

Supplementary Provisions

(Effective Date)
１．The amended Articles of Association shall take effect on June 28, 2012.

Supplementary Provisions

(Effective Date)
１．The amended Articles of Association shall take effect on December 1, 2012.

Supplementary Provisions

(Effective Date)
１．The amended Articles of Association shall take effect on September 19, 2018.

Supplementary Provisions

(Effective Date)
１．The amended Articles of Association shall take effect on September 18, 2019.

Exhibit
１．The first Directors of the Institute shall be the following persons:

Kiyofumi Yoshino, Hiromichi Maruyama, Takeshi Kadomatsu, Yuji Kotani, Keiji Sasabe, Shigeharu Jikan, Tomoya Shibayama, Yukihiko Sumiyoshi, Akira Doi, Hiroki Fujiwara, Kazuhisa Matsuoka, Masaki Matsumoto, Kenya Miura, Yuichiro Motomura, Masatomo Watanabe, Masakazu Ishiguro, Masaru Narita, Noriaki Hirose, Akihiko Hirotani and Toshitaka Miyata

２．The first Executive Directors of the Institute shall be the following persons:

Keiji Sasabe, Noriaki Hirose, Akihiko Hirotani and Masatomo Watanabe