一般社団法人 日本・オマーン協会 『 定款 』 5/12
Chapter 5 The Board of Directors
Article 34 (Composition)
The Society shall have a Board.
2 The Board shall be composed of all directors.
Article 35 (Authority of the Board)
In addition to the matters provided separately in the laws and regulations and this Articles of Society, the Board shall perform the duties identified below:
- Determination of the time and place as well as the matters relating to the purpose of the General Assembly;
- The establishment, modification, and abolition of the regulations;
- In addition to the matters provided in the preceding each item, the determination of the activities of the Society;
- The supervision of the duties of directors; and
- The selection and dismissal of the president and the executive directors.
Article 36 (Kind and Opening of the Board)
The Board shall have two kinds of meeting: a regular meeting and an extraordinary meeting.
2 A regular meeting shall be convened two times in every business year.
3 An extraordinary meeting shall be convened when one of the following conditions applies:
- The president acknowledged the need to convene the Board;
- When a request was made to call a Board by the directors other than the president in writing with the matter containing the purpose of the meeting;
- In cases where, within five days of the request pursuant to the preceding item, no notice to call a Board meeting was issued stating a date within two weeks period as the date of a meeting of the Board, the director who has made the request calls a meeting; or
- Pursuant to the provisions of items 5 or 6 of the Article 29, when the auditors make a request for a call or when the auditors make a call.
Article 37 (Convocation)
Except as otherwise called by the directors pursuant to the provisions of item 3 of paragraph 3 of the preceding Article or called by the auditors pursuant to the provisions of the item 6 of Article 29, a Board shall be called by the president. In the event that the president is not available, pursuant to the orders set forth by the Board meeting in advance, the designated director shall call a Board on its behalf.
2 When applies to the preceding Article, paragraph 3, item 2, or Article 29, item 5, the president shall call a Board stating a date of a Board meeting within two weeks of the request.
3 A person calling a Board shall issue a notice to each director and auditor in writing containing the date, place as well as such matters as the purpose of the Board one week prior to the date of the Board.
4 Notwithstanding the provisions of the preceding paragraph, a Board may be convened without convocation procedures, provided that the consent of all members of directors and auditors is obtained.
Article 38 (Chairperson)
The president shall act as the chairperson of the Board; provided, however, that in the event that the president is not available, pursuant to the orders set forth by the Board in advance, the designated director shall act as the chairperson on its behalf.
Article 39 (Quorum)
A Board, except when otherwise provided in the Articles of Society, shall not be convened provided that the majority of the directors in attendance.
Article 40 (Resolutions)
A resolution of a Board shall be effected in attendance of the majority of the directors excluding those who have a special concern on a resolution, and by majority of the directors present.
2 Notwithstanding the provisions of the preceding paragraph, when the requirements in Article 96, Ippan Shadan.Zaidan Hou are met, it shall be deemed to have resolved by the Board.
Article 41 (Minutes)
With respect to the proceedings of a meeting of the Board, minutes of the meeting shall be prepared as prescribed by the applicable Ippan Shadan.Zaidan Hou.
2 The president and auditors who have attended the meeting as a signatory for the minutes of the preceding paragraph shall affix their names and seal to or sign the minutes in the preceding paragraph.
Chapter 4
Chapter 6