Nakatani Foundation Nakatani Foundation

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(Name)

Article 1.
The name of this foundation shall be the Nakatani Foundation for Advancement of Measuring Technologies in Biomedical Engineering (the “Nakatani Foundation” for short).

(Office)

Article 2.
  1. The principal office of this foundation shall be located in Shinagawa-ku, Tokyo, Japan.
  2. This foundation may locate its branch office(s) in the necessary places by a resolution of the Board of Directors.

Chapter 2. Purposes and Activities

(Purposes)

Article 3.
The purpose of this foundation is to promote the broad development of biomedical engineering measuring technologies and thereby contribute to the growth and improvement of people’s lives in Japan and the international community by means of encouraging the development of leading technology and technology exchanges in the field of biomedical engineering measuring technologies, as well as fostering human resources.

(Activities)

Article 4.
This foundation shall perform the following activities to achieve its purposes defined in the preceding article:

  1. Subsidizing the development of technology in the field of biomedical engineering measuring technologies
  2. Presenting awards to researchers who have achieved outstanding work in the development of technology in the field of biomedical engineering measuring technologies
  3. Subsidizing technology exchanges in the field of biomedical engineering measuring technologies
  4. Subsidizing the research of technology trends in the field of biomedical engineering measuring technologies
  5. Offering scholarships to students and researchers in the field of biomedical engineering measuring technologies
  6. Gathering and providing information on biomedical engineering measuring technologies
  7. Subsidizing the promotion of science education
  8. Other activities required to achieve the purposes of this foundation
2
The activities mentioned in the preceding paragraph shall be performed in Japan and overseas.

Chapter 3. Property and Accounting

(Type of Property)

Article 5.
The property of this foundation shall be sorted into two types, i.e., basic property and other property.
2
The basic property shall be defined by the Board of Directors as an essential property in order to perform the activities for the purposes of this foundation.
3
The other property shall be one other than the basic property.
4
Regarding the properties that have been donated after being approved as a public interest incorporated foundation, more than a half of the amount of the donation shall be used for the activities defined in Article 4 and its handling shall be pursuant to the Handling Rules of Donations to be separately stipulated by a resolution of the Board of Directors.

(Maintenance and Disposal of Basic Property)

Article 6.
This foundation shall appropriately maintain and manage the basic property.
2
In the event that this foundation disposes or mortgages any portion of the basic property for an unavoidable reason, it shall require a resolution of the Board of Directors.

(Property Management/Investment)

Article 7.
For appropriate management, the Executive Director who represents the Directors shall be responsible for the property management and investment of this foundation. Its method shall be subject to the Management Rules for the Basic Property and Specified Asset to be separately stipulated by a resolution of the Board of Directors.

(Fiscal Year)

Article 8.
The fiscal year of this foundation shall commence on April 1 of each year and end on March 31 of the following year.

(Activity Plan and Budget)

Article 9.
The documents regarding this foundation’s activity plans, income and expenditure budget, and fund-raising plans and facility investment shall be prepared by the President and approved by the Board of Directors no later than the day preceding the commencement of each fiscal year. The same shall also apply for any changes to be made.
2
Any documents mentioned in the preceding paragraph shall be kept at the principal office [and the branch office(s)] until the end of such fiscal year and shall be made available for general viewing.

(Activity Report and Financial Results)

Article 10.
Regarding the activity report and financial results of this foundation, the following documents shall be prepared by the President, audited by the Auditor and approved by the Board of Directors after the end of the each fiscal year.

  1. Activity report
  2. Detailed statement appended to the activity report
  3. Balance sheet
  4. Profit and loss statement (net assets variation statement)
  5. Detailed statement appended to the balance sheet and profit and loss statement (net assets variation statement)
  6. Inventory of assets
2
Within the approved documents mentioned in the preceding paragraph, those of Items (1), (3), (4), and (6) shall be submitted to, the content of Item (1) shall be reported to, and the other documents shall be approved by the general meeting of the Councilors.
3
In addition to the documents mentioned in Paragraph 1, the following documents shall be kept at the principal office for a period of five (5) years [and at the branch office(s) for a period of three (3) years] and shall be made available for general viewing. Also the Articles of Incorporation shall be kept at the principal office [and at the branch office(s)] and be made available for general viewing.

  1. Audit report
  2. List of the Directors, Auditors, and Councilors
  3. Document stating the standards for remuneration paid to the Directors and Auditors
  4. Documents summarizing the status of the operating organization and activities, and the key figures related to such activities.

(Determination of the Balance of Property acquired for Public Interest Purposes)

Article 11.
The President shall calculate the balance of property acquired for public interest purposes as of the last day of each fiscal year, based on the provisions of Article 48 of the enforcement ordinance of the Act on the Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, and shall specify such balance in the document mentioned in Paragraph 3, Item (4) in the preceding article.

Chapter 4. Councilors

(Quorum of Councilors)

Article 12.
There shall be a minimum of six (6) and a maximum of ten (10) Councilors in this foundation.

(Election and Dismissal of Councilors)

Article 13.
Councilors shall be elected and dismissed by the Board of Councilors in accordance with the provisions of Articles 179 through 195 of the Act on General Incorporated Associations and General Incorporated Foundations.
2
For the election of Councilors, all the following conditions shall be satisfied.

  1. Among Councilors, the total number of any one of the Directors of this foundation and his/her relatives, etc. [i.e., the relatives, etc. defined in Article 25-17, Paragraph 6, Item (1) of the Order for Enforcement of the Act on Special Measures Concerning Taxation (Cabinet Order No. 43 in 1957). The same shall apply hereinafter], or the total number of any one of the Councilors and his/her relatives, etc. shall not exceed one-third of the total (current) number of Councilors. Also the Councilors shall not include any Auditor of this foundation or their relatives, etc.
  2. The total number of the Councilors from another similar organization (with the exception of public interest corporations) that fall under Item (a) through (d) below shall not exceed one-third of the total number of Councilors.
  1. Directors
  2. Employees
  3. Members of the Board other than Directors of another similar organization(representative or manager, in the case of a non-incorporate organization for which a representative person or manager has been designated) or any member who is responsible for executing operations
  4. Any person who is an employee of the following organizations (with the exception of members of the Diet and elected members of the local government)
  1. ①National government organizations
  2. ②Local government organizations
  3. ③Independent administrative agencies as defined in Article 2, Paragraph 1 of the Act on General Rules for Independent Administrative Agencies
  4. ④The National University Corporation as defined in Article 2, Paragraph 1 of the National University Corporation Act and the Inter-University Research Institute Corporation as defined in Paragraph 3 of the preceding Act
  5. ⑤Local independent administrative agencies as defined in Article 2, Paragraph 1 of the Regional Administrative Agency Act
  6. ⑥Special corporations (corporations established under a special act of establishment under special law, to which Article 4, Item 15 of the Ministry of Internal Affairs and Communications Establishment Act applies) and semi-governmental corporations (corporations established under the provisions of a specific law, and requiring the approval of the administrative authority for their establishment)

(Term of Office)

Article 14.
The term of office of a Councilor shall expire at the close of the general meeting of the Board of Councilors for the fiscal year that ends within four (4) years of his/her appointment.
2
In the event the number of Councilors fall below the quorum stipulated in Article 12, a Councilor who retired from office due to the expiration of the term of office or resignation shall continue to perform the rights and obligations as a Councilor until a newly appointed person assumes the position.
3
The term of office of a Councilor elected as a replacement shall continue until the expiration of the term of office of the predecessor.

(Remunerations for Councilors)

Article 15.
Remuneration may be paid to the Councilors, the total amount of which shall not exceed five million yen for each fiscal year, in accordance with the standards for remuneration payment as separately stipulated by the Board of Councilors. However, payment may be withheld if the Councilors decline to accept it.
2
Any of the expenses required for the Councilors to execute their duties may be paid.
3
The matters required for the preceding paragraph shall be separately stipulated by the Board of Councilors.

Chapter 5. Board of Councilors

(Organization)

Article 16.
The Board of Councilors shall consist of all Councilors.

(Authority)

Article 17.
The Board of Councilors shall resolve the following matters.

  1. The election and dismissal of Directors and Auditors
  2. The amount of remuneration to be paid to Directors and Auditors
  3. The standards for remuneration to be paid to Councilors
  4. Approval of the balance sheet, profit and loss statement, (net assets variation statement) and appended detailed statement
  5. Amendment to the Articles of Incorporation
  6. Disposal of surplus property
  7. Other matters to be resolved by the Board of Councilors in accordance with the applicable laws and regulations and the Articles of Incorporation

(Convening)

Article 18.
In addition to the general meeting of the Board of Councilors held in June every year, a meeting of the Board of Councilors shall be held as necessary.

(Convocation)

Article 19.
Unless otherwise provided for by laws and regulations, the Board of Councilors shall be convened by the President pursuant to the resolution of the Board of Directors.
2
Councilors may request that the President convene the Board of Councilors by indicating the purpose and reason for convening the Board of Councilors.

(Chairperson of the Board of Councilors)

Article 20.
The Chairperson of the Board of Councilors shall be selected from the Councilors present at the Board of Councilors.

(Resolution)

Article 21.
The resolution of the Board of Councilors shall require the attendance of a majority of the Councilors, excluding those Councilors with a special interest in the vote to be taken, and shall require a majority of those eligible to vote.
2
Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be agreed upon by at least a two-thirds majority of the Councilors, excluding those Councilors with a special interest in the vote to be taken.

  1. Dismissal of an Auditor
  2. Amendment to the Articles of Incorporation
  3. Other items required by laws and regulations
3
In terms of the voting for the appointment of Directors or Auditors, a vote as per Paragraph 1 shall be taken for each individual candidate. If the total number of candidates for Directors or Auditors exceeds the maximum number as provided in Article 25, those candidates who receive a majority of the votes in the order of the number of votes received by each candidate shall be appointed until all positions are filled.

(Omission of Resolution)

Article 22.
If a Director made a proposal regarding matters to be voted on by the Board of Councilors and all Councilors who were eligible to vote expressed their agreement either in writing or by electromagnetic record, it shall be deemed that a resolution of the Board of Councilors has been passed.

(Omission of Report)

Article 23.
If a Director notifies all Councilors of a matter to be reported to the Board of Councilors and all Councilors expressed their agreement either in writing or by electromagnetic record that was not necessary to be reported to the Board of Councilors, it shall be deemed that the matter has been reported to the Board of Councilors.

(Minutes of Meeting)

Article 24.
The minutes of a meeting shall be prepared with respect to the matters of the Board of Councilors as required by laws and regulations.
2
The Chairperson and the two appointed signatories selected from the Councilors present at the meeting shall sign or affix their names and seals to the minutes.

Chapter 6. Members of Board

(Members of Board)

Article 25.
This foundation shall have the following board members:

  1. Directors: no fewer than six (6) and no more than ten (10)
  2. Auditors: two (2)
2
Among the Directors, one shall be appointed as a President and one shall be appointed as an Executive Director.
3
The President and Executive Director mentioned in the preceding paragraph shall be the Representative Directors under the Act on General Incorporated Associations and General Incorporated Foundations.

(Election of Members of Board)

Article 26.
Directors and Auditors shall be elected by the Board of Councilors.
2
The President and Executive Director shall be appointed by the Directors via a resolution of the Board of Directors.
3
Among the Directors of this foundation, the total number of any one of the Directors, his/her relatives, and persons with a specific relationship with the Director shall not be included exceeding one-third of the total (current) number of Directors.
4
The Auditors of this foundation shall not include any Directors (including his/her relatives and specifically related persons) of this foundation, Councilors (including his/her relatives and specifically related persons), and employees of this foundation. Also, each Auditor shall not be mutually relatives or in other specific relationships.
5
The total number of the Directors or employees of another similar organization and the Directors defined, by laws and regulations, as a person in mutually close relationships that is similar to the above positions, shall not exceed one-third of the total number of Directors. This shall apply to the Auditors as well.

(Duties and Authority of Directors)

Article 27.
The Directors shall constitute the Board of Directors, and shall execute its duties in accordance with the applicable laws and regulations, and these Articles of Incorporation.
2
The President shall represent this foundation and execute his/her duties in accordance with the applicable laws and regulations, and the Articles of Incorporation.
3
The Executive Director shall assist the President and shall administrate the operations of this foundation. In the event the President is unavailable due to an accident or absence, the Executive Director shall handle the duties of the President.
4
The Representative Directors shall report the status of their duties to the Board of Directors at least twice each fiscal year at intervals of no less than four (4) months.

(Duties and Authority of Auditors)

Article 28.
The Auditors shall audit the execution of the duties of Directors and shall prepare audit reports as provided in accordance with the applicable laws and regulations.
2
The Auditors may request activity reports from the Directors or employees at any time and may investigate the operations and the status of the properties of this foundation.

(Term of Office)

Article 29.
The term of office of a Director and an Auditor shall continue until the close of the general meeting of the Board of Councilors for the last fiscal year that ends within two (2) years of their appointment.
2
In the event the number of Directors or Auditors falls below the quorum stipulated in Article 25, a Director or Auditor who retired from office due to expiration of the term of office or resignation shall continue to perform the rights and obligations as a Director or an Auditor until a newly appointed person assumes the position.
3
The term of office of a Director or an Auditor elected as a replacement shall continue until the expiration of the term of office of the predecessor.

(Dismissal)

Article 30.
If any of the following shall apply to a Director or an Auditor, such Director or Auditor may be dismissed by a resolution of the Board of Councilors.

  1. Has breached the duties of the office or has failed to conduct their duties.
  2. Has difficulty in, or is unable to cope with the execution of their duties due to a mental or physical disability.

(Remunerations)

Article 31.
Remuneration may be paid to the board members, in accordance with the standards for remuneration payment as separately stipulated by the Board of Councilors. However, payment may be withheld if the board members decline to accept it.
2
Any of the expenses required for the board members to execute their duties may be paid.

(Advisor and Honorary Advisor)

Article 32.
The Foundation may have a few Advisors and Honorary Advisors.
2
An Advisor may be appointed by the Board of Directors from among experts, etc. upon determining the term, assignments, remuneration, and so on.
3
An Honorary Advisor shall be recommended by the Board of Directors and delegated by the President from among the board members, Councilors, and committee members recognized for their distinguished service to the Foundation.
4
Advisors and Honorary Advisors may reply to requests for consultation from the board members and Councilors and give them advice.
5
Remuneration shall not be paid to the Honorary Advisors.However, any of the expenses required for them to execute their duties shall be paid.

Chapter 7. Board of Directors

(Organization)

Article 33.
The Board of Directors shall consist of all the Directors.

(Authority)

Article 34.
The Board of Directors shall carry out the following duties:

  1. Make decisions on the execution of the activities of this foundation
  2. Supervise the execution of the duties of the Directors
  3. Appoint and dismiss the President and Executive Director

(Convocation)

Article 35.
The Board of Directors shall be convened by any one of the Representative Directors.
2
In the event neither Representative Director is available to convene the meeting due to absence or an accident, each Director shall convene the Board of Directors.

(Chairperson)

Article 36.
The Board of Directors shall be chaired by the President.

(Resolution)

Article 37.
The resolution of the Board of Directors shall require the attendance of a majority of the Directors, excluding those Directors with a special interest in the vote to be taken, and shall require a majority of those eligible to vote.
2
Notwithstanding the provisions of the preceding paragraph, in the event the requirements provided in Article 96 of the Act on General Incorporated Associations and General Incorporated Foundations, applied from Article 197 of the preceding Act, are fulfilled, it shall be deemed that a resolution of the Board of Directors has been passed.

(Omission of Resolution)

Article 38.
If a Director makes a proposal regarding matters to be voted on by the Board of Directors and all Directors express their agreement either in writing or by electromagnetic record, it shall be deemed that a resolution of the Board of Directors has been passed.

(Omission of Report)

Article 39.
If a Director or an Auditor notifies all Directors and Auditors of a matter to be reported to the Board of Directors, it shall not be necessary to report the matter to the Board of Directors.

(Minutes of Meeting)

Article 40.
The minutes of a meeting shall be prepared with respect to the matters of the Board of Directors as required by laws and regulations.
2
The Representative Directors and the Auditors present at the meeting shall sign or affix their names and seals to the minutes mentioned in the preceding paragraph.

Chapter 8. Committees

(Committees)

Article 41.
This foundation may establish committees to promote its activities by a resolution of the Board of Directors.
2
Any matters necessary for the management and operation of a committee shall be separately decided by a resolution of the Board of Directors.

Chapter 9. Amendment to the Articles of Incorporation and Dissolution

(Amendment to the Articles of Incorporation)

Article 42.
The Articles of Incorporation may be amended by a resolution of the Board of Councilors.
2
The provisions of the preceding paragraph shall also apply to Articles 3, 4, and 13 of the Articles of Incorporation.

(Dissolution)

Article 43.
This foundation shall be dissolved in the event the success of the projects that are the purposes of this foundation became impossible due to a loss of basic funds or other reasons provided for by applicable laws and regulations.

(Donation of the Balance of Property acquired for Public Interest Purposes)

Article 44.
In the event that this foundation is subject to the cancellation of its public interest accreditation or this foundation ceases to exist as a result of a merger (excluding the case where the corporation succeeding the rights and obligations is a public interest incorporated institution), it must donate an amount equal to the balance of the property acquired for public interest purposes to a corporation listed in Article 5, Paragraph 17 of the Act on the Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, the national government, or the local government, within one month after the date of the cancellation of public interest accreditation or the date of such merger, following a resolution of the Board of Councilors.

(Disposal of Residual Property)

Article 45.
In the event that this foundation is to be liquidated, residual property shall be donated to a corporation listed in Article 5, Paragraph 17 of the Act on the Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, which is stipulated in Article 40, Paragraph 1 of the Act on Special Measures Concerning Taxation (Cabinet Order No. 26 in 1957), the national government, or the local government following a resolution of the Board of Councilors.

Chapter 10. Method of Public Notice

(Method of Public Notice)

Article 46.
Public notices of this foundation shall be made electronically.
2
In the event an electronic public notice mentioned in the preceding paragraph cannot be made due to an accident or another unavoidable reason, public notices shall be made in the official gazette (Kanpo).

Chapter 11. Supplementary Provisions

(Exercise of Voting Rights of Shares)

Article 47.
With the exception of those matters mentioned below, the exercise of voting rights of shares that are incorporated in the basic fund shall require a resolution passed by a majority vote of more than two-thirds of the current number of Directors.

  1. Receiving dividends
  2. Receiving new shares without contribution
  3. Application for share allotment
  4. Receiving documents to be addressed to shareholders

(Administration Office)

Article 48.
This foundation shall have an administration office for its administrative operation.
2
The administration office shall have a Secretary General and necessary staff.
3
The Secretary General shall be delegated by the President, based on an agreement of the Board of Directors, and the appointment and dismissal of the staff shall be made by the President.

(Delegation)

Article 49.
The matters necessary to operate this foundation, other than those defined in the Articles of Incorporation, shall be separately provided by a resolution of the Board of Directors.

Supplementary Provisions 1

1
These Articles of Incorporation shall come into force on the date of registration as a public interest incorporated organization as defined in Article 106, Paragraph 1 of the Act on Arrangements of Relevant Acts Accompanying the 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.
2
In the event the registration for the dissolution of a corporation as in the special civil act and the establishment of public interest incorporations takes place as provided for in Article 106, Paragraph 1 of the Act on Arrangements of Relevant Acts Accompanying the 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, notwithstanding the provisions of Article 8, the preceding date of registration for dissolution shall be the final date of the fiscal year, and the date of registration for establishment shall be the starting date of the fiscal year.
3
The first President of this foundation shall be Takashi Kanno and the first Executive Director shall be Hisashi Ietsugu.
4
The first Councilors of this foundation shall be the following:

Supplementary Provisions 2

1．
This amendment to the Articles of Incorporation shall take effect on February 22, 2013.
2．
This amendment to the Articles of Incorporation shall take effect on October 25, 2013.
3．
This amendment to the Articles of Incorporation shall take effect on December 28, 2015.
4．
This amendment to the Articles of Incorporation shall take effect on April 1, 2016.
5．
This amendment to the Articles of Incorporation shall take effect on June 3, 2016.

「TRANSLATION FOR REFERENCE PURPOSES ONLY: This is an English translation of the original Japanese text of the Articles of Incorporation, and is prepared for reference purposes only. The Japanese original is the governing document of the Foundation.」

Activity Plan and Budget Statement

Activity Report and Settlement of Accounts

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