Chapter 4 Officers
Article 25 (Establishment of Officers)
The Society shall have the following officers:
- Director Three persons or more and 15 persons or less; and
- Auditor Two persons or less.
2 Out of directors, one person shall be the president, and two persons among directors, other than the president, shall be the executive directors.
3 The president prescribed in the preceding paragraph shall be the representative director in Ippan Shadan.Zaidan Hou, and the executive director shall be the director who administer the business operations prescribed in (ii), Paragraph 1, Article 91 of the said Ippan Shadan.Zaidan Hou.
Articles 26 (Appointments of Officers, etc.)
The directors and auditors shall be appointed among individual members and corporate members by a resolution of the General Assembly; provided, however, that if required, this does not preclude an appointment of members from the persons other than members.
2 The auditors shall not include the directors of the Society and its employees.
3 Out of directors, one person of the said directors and his or her spouse or relatives within the third degree of kinship (including persons having special relationships specified in Ippan Shadan.Zaidan Hou) who are directors, a total number of which does not exceed one third of the total number of directors. The same shall apply to auditors.
4 When the changes to the directors or the auditors taken effect, the changes shall be registered within two weeks at the location of its principal office.
Article 27 ( The Tenure of Officers)
The tenure of a officer shall be until the end of the final annual general assembly in a business year that ends within two years after his/her appointment. This does not preclude reappointment.
2 The tenure of a auditor shall be until the end of the final annual general assembly in a business year that ends within four years after his/her appointment. This does not preclude reappointment.
3 The tenure of a director or an auditor who is appointed as a substitute shall be until such time as the expiration of the length of the tenure of the predecessors.
4 When a shortage occurs in the authorized number of officers prescribed in the Article 25, after the expiration of his/her tenure or the resignation, a director and an auditor shall have the rights and obligations to perform its duties until such time as a newly appointed person assumes the role.
Article 28 (The Duties and The Authority)
The director shall compose the Board, and administer the duties as provided in Ippan Shadan.Zaidan Hou and in this Articles of Incorporation.
2 The president, representing the Society, shall administer its business activities as stipulated in Ippan Shadan.Zaidan Hou and the Articles of Society.
3 The executive directors shall control the business activities of the Society by assisting the president, and administer the business activities of the Society. In the event that the president is not available or a vacancy arises in the president, the director who has been prescribed in the order as provided by the Board in advance shall represent the duties of the president, and perform its duty on its behalf.
Article 29 (The Duties and The Authority of Auditors )
The auditors shall perform the duties identified below, and prepare auditing reports as prescribed in Ippan Shadan.Zaidan Hou:
- The audit of the duties of the directors;
- The audit of the business activities of the Society as well as the audit of the state of its property and accounting;
- The auditors shall attend the Board, and state their opinions when finding it necessary;
- If a director is engaged in an illegal act, or when acknowledged that the said act is feared to be engaged, or acknowledged a fact that indicates violation of the laws and regulations or the Articles of Society, or a fact which is remarkably unjust, the auditors shall report on such acknowledgement to the Board without delay;
- In cases of the provision of the preceding paragraph, when finding it necessary the auditors shall request the president a call of the Board; and
- In cases where within five days from the request prescribed in the preceding paragraph, no notice to convene for the Board meeting was issued stating a date within two weeks from the date of the request as the date of the Board meeting, the auditors who made the request shall call the Board meeting directly.
Article 30 (Dismissal of Officers)
The directors and auditors may be dismissed by a resolution of the General Assembly.
Article 31 (Remuneration for Officers)
The officers shall not receive remuneration.
2 The officers may compensate the expense.
3 With respect to the provisions of the preceding paragraph, necessary matters shall be separately prescribed by the president through a resolution of the General Assembly.
Article 32 (Restrictions on Business Transactions)
When a director intends to conduct a business transaction identified below,
the said director shall disclose an important fact for the transaction, and receive an approval thereof at the Board meeting.
- The transaction which falls under the category of activities of the Society conducting for himself/herself or a third party.
- The transaction with the Society conducting for himself/herself or a third party.
- The society guarantees the liability for the director, and other transactions in which case the benefits of the Society are confronted between a person other than a director, and the said director.
Article 33 (Honorary Chairman, Honorary Advisor, Chairman, and Advisor)
The society shall have, as a voluntary organization, one honorary chairman, one honorary advisor, and one chairman as well as a certain number of advisors.
2 An honorary chairman shall be entrusted by the president through a recommendation of the Board meeting.
3 An honorary advisor shall be the Ambassador of the Sultanate of Oman in Japan, and entrusted by the president.
4 A chairman shall be entrusted by the president through a recommendation of the Board meeting, and the advisors shall be entrusted by the president.
5 A chairman, with respect to the business management of the Society, may state his/her opinions at any time for the president.
6 Advisors shall accept the consultation for the matters found it necessary by the president.
7 No remuneration shall be received by an honorary chairman, an honorary advisor, a chairman, and advisors; provided, however, that expenses required for an execution of their duties may be paid.
Chapter 3
Chapter 5