Code of Law of i-SOMET General Incorporated Association

NOTE: The Japanese version of the Law code is the original, and this English translation is for informative purpose only.

Chapter 1 General Rules

(Name)

Article 1: This incorporation is referred to as i-SOMET Inc. (reading: isomet), and in English, it refers to as i-SOMET General Incorporated Association (English abbreviation: i-SOMET Inc.).

(Location of main office)

Article 2: Our incorporation has its main office in Morioka City, Iwate Prefecture, Japan.

(Purpose)

Article 3: Our incorporation aims to develops human resources related to advanced information technology such as artificial intelligence, intelligent software, and system methodologies, expands the human resources network to the world, and improves the qualities of all academic researchers in this field in Japan and overseas. The purpose is to contribute to academic research and international exchange.

(business)

Article 4: Our incorporation will carry out the following business in order to achieve the purpose of the preceding article.

(1) Holding international conferences, lectures, study groups, workshops and tours related to advanced information technology

(2) Publishing business of journals, letters, teaching materials, etc. related to advanced information technology

(3) Encouragement and dissemination of academics and technologies related to advanced information technology

(4) Academic research related to advanced information technology

(5) Other businesses necessary to achieve the purpose

2. The business set forth in the preceding paragraph shall be conducted in Japan and overseas.

(Public notice)

Article 5: Public notice of this incorporation shall be made by the method of electronic public notice. However, in the event of an accident or other unavoidable reason that cannot be announced by electronic public notice, it will be published in the official bulletin.

Chapter 2 Employees

(Joined)

Article 6: Persons who agree with the purpose of this incorporation and join the company shall be called employees.

2. To become an employee, apply in the format prescribed by the incorporation and obtain the approval of the chairman.

(Burden of expenses, etc.)

Article 7: Employees must bear the amount specified by the board of directors when necessary.

(Disqualification of employees)

Article 8: If an employee falls under any of the following items, he / she will lose his / her qualification.

(1) When you leave the incorporation.

(2) When you die, receive a declaration of disappearance, or dissolve.

(3) When the membership fee system occurs and the membership fee is delinquent for one year or more.

(4) When you are expelled.

(5) With the consent of all employees.

(Leaving the office)

Article 9: Employees can leave the incorporation at any time. However, a notice shall be given to the incorporation at least one month in advance.

(Expulsion)

Article 10: When an employee of this incorporation damages the honor of this incorporation, acts contrary to the purpose of this incorporation, violates his / her obligation as an employee, or has a legitimate reason for expulsion, the general incorporated association and the employee may be expelled by a special resolution of the general meeting of employees stipulated in Article 49, Paragraph 2 of the Act on General Incorporated Associations.

(Company directory)

Article 11: The incorporation prepares an employee list that describes the names or names and addresses of employees.

(Composition of employees and members)

Article 12: The members of this incorporation shall be employees and members, and the employees shall be legal employees regarding general incorporated associations and general incorporated associations.

2 There are three types of members of this incorporation.

・ General members (pay membership fees to support our incorporation)

・ Special member (supports our incorporation without paying membership fee)

・ Supporting members (supporting our incorporation through subsidies, etc.)

3 The membership fee borne by general members will be determined separately by the board of directors.

Chapter 3 General Meeting of Employees

(General meeting of employees)

Article 13: The general meeting of employees of this incorporation shall be the general meeting of regular employees and the general meeting of extraordinary employees. The general meeting of regular employees shall be held within three months after the end of each business year, and the general meeting of extraordinary employees shall be held as necessary.

(Convocation)

Article 14: The convocation of the general meeting of employees shall be decided by the board of directors and convened by the chairman.

2. A notice of convocation of the general meeting of employees will be sent to each employee at least one week before the date of the meeting.

(Authority)

Article 15: The general meeting of employees resolves the following matters.

(1) Expulsion of employees

(2) Appointment and dismissal of directors and auditors

(3) Amount of remuneration for directors and auditors

(4) Approval of balance sheet and income statement (net property increase / decrease statement)

(5) Amendment of articles of incorporation

(6) Dissolution and disposal of residual property

(7) Other matters stipulated by law or this Articles of Incorporation as to be resolved at the general meeting of employees

(Method of resolution)

Article 16: Unless otherwise provided by law, the resolution of the general meeting of employees shall be attended by employees who have a majority of the voting rights of all employees, and shall be passed by a majority of the voting rights of the attending employees.

(Voting right)

Article 17: Employee Fujita Hamid has five voting rights, and other employees have one voting right each.

(Chair)

Article 18: The chairman is the chairman of the general meeting of employees. If the chairman has an accident, the chairman will be elected at the general meeting of employees.

(Minutes)

Article 19: Minutes of the proceedings of the general meeting of employees shall be prepared in accordance with the provisions of laws and regulations and kept in the main office for 10 years from the date of the general meeting of employees.

Chapter 4 Directors

(Appointment of directors, etc.)

Article 20: The following directors will be assigned to this incorporation.

3 or more and 20 or less directors

1 or more auditors

2 One of the directors will be the representative director.

3. The representative director may be the chairman, and one or less of the directors may be the vice chairman, one or less may be the managing director, and one or less may be the managing director.

(Appointment, etc.)

Article 21: Directors and auditors shall be appointed by a resolution of the general meeting of employees.

2. The chairman, vice chairman, managing director and managing director shall be determined from among the directors by a resolution of the board of directors.

3. For each director, the total number of the director and her spouse, relatives within the third degree of kinship, and other directors with special relationships shall not exceed one-third of the total number of directors.

(Duties of directors)

Article 22: The chairman represents the incorporation and executes its business.

2. The vice chairman assists the chairman, and the managing director executes the business of the incorporation.

3 The managing director will share and execute the business of this incorporation.

4. The chairman, managing director must report the status of execution of their duties to the board of directors at least twice every business year at intervals exceeding four months.

(Auditor’s authority)

Article 23: Auditors audit the execution of duties by directors and prepare audit reports as required by law.

2. The auditor may request the directors and employees to report on the business at any time and investigate the status of the business and property of the incorporation.

(Term of office)

Article 24: The term of office of directors shall be until the conclusion of the annual general meeting of employees for the last business year ending within two years after their appointment, and reappointment shall not be hindered.

2. The term of office of the auditor shall be until the conclusion of the annual general meeting of employees for the last business year ending within four years after the appointment, and reappointment is not hindered.

3. The term of office of a director or auditor appointed as a substitute shall be until the expiration of the term of office of the predecessor.

4. Officers have the right and obligation to perform their duties until a newly appointed person takes office if the number of officers becomes insufficient after resignation or the expiration of the term of office.

(Dismissal)

Article 25: Officers may be dismissed by a resolution of the general meeting of employees. However, when dismissing an auditor, it must be done by a majority of all employees, which is more than half of all employees and more than two-thirds of the voting rights of all employees.

(Reward, etc.)

Article 26: Property benefits (hereinafter referred to as “remuneration, etc.”) received from the incorporation as compensation for officers, bonuses and other compensation for the execution of duties shall be determined by a resolution of the general meeting of employees.

(Transaction restrictions)

Article 27: When a director intends to make any of the following transactions, the board of directors must disclose important facts about the transaction and obtain the approval of the board of directors.

(1) Transactions that belong to the business category of this incorporation for the sake of oneself or a third party

(2) Transactions with this incorporation for self or a third party

(3) The incorporation guarantees the debts of its directors and other transactions between the incorporation and its directors that conflict with each other’s interests.

(Partial exemption from liability)

Article 28: In accordance with the provisions of Article 114 of the Act on General Incorporated Associations, the incorporation shall be liable to directors (including those who were directors) regarding the acts of Article 111 of the Act by a resolution of the Board of Directors. It can be exempted within the limits of the law.

2. In accordance with the provisions of Article 114 of the Act on General Incorporated Associations and General Incorporated Foundations, the Board of Directors shall be responsible for the responsibilities of auditors (including those who were auditors) regarding the acts of Article 111 of the Act. It can be exempted to the limit.

Chapter 5 Board of Directors

(Constitution)

Article 29: A board of directors is set up in this incorporation.

2 The board of directors shall consist of all directors.

(Authority)

Article 30: The board of directors shall perform the following duties.

(1) Decision on business execution of this incorporation

(2) Supervision of execution of duties by directors

(3) The incorporation guarantees the debts of its directors and other transactions between the incorporation and its directors that conflict with each other’s interests.

(4) Amount of membership fee

(Convocation)

Article 31: A board of directors is set up in this incorporation.

2 The board of directors is convened by the chairman.

(resolution)

Article 32: The resolution of the board of directors shall be taken by a majority of the directors, excluding those who have a special interest in the resolution, in attendance.

2. Notwithstanding the provisions of the preceding paragraph, if the requirements of Article 96 of the Act on General Incorporated Associations and General Incorporated Associations are met, it is deemed that a resolution of the board of directors has been passed.

(Minutes)

Article 33: Minutes of the proceedings of the board of directors shall be prepared as required by law.

2. The directors and auditors who attended shall sign or seal the minutes set forth in the preceding paragraph.

(Board rules)

Article 34: Matters concerning the Board of Directors shall be governed by laws and regulations or the Articles of Incorporation, as well as the Board of Directors rules established by the Board of Directors.

Chapter 6 Committee, Advisory Board and Secretariat

(Committee)

Article 35: The incorporation may establish a committee by a resolution of the board of directors in order to carry out the business smoothly.

2 The committee conducts research or deliberations on the target matters and implements the project.

3 Necessary matters concerning the organization and operation of the committee will be determined separately by the board of directors.

(Advisory support)

Article 36: The incorporation may establish an advisory board by a resolution of the board of directors in order to ensure the smooth execution of business.

2. The advisory board will be set up for a specific period of time, such as during the period of academic conferences, etc., and will give advice to the incorporation.

3 Necessary matters concerning the organization and operation of the advisory board will be determined separately by the board of directors.

(Secretariat)

Article 37: A secretariat will be set up in this incorporation to handle the affairs.

2. The secretary-general and major employees will be appointed and dismissed by the chairman after a resolution of the board of directors, and other staff will be appointed and dismissed by the chairman.

3 Necessary matters concerning the organization and operation of the secretariat will be determined separately by the board of directors.

Chapter 7 Fund

(Fund contribution)

Article 38: The incorporation may recruit persons to undertake the fund.

2 The contributed fund will not be returned until the incorporation is dissolved.

3. Regarding the procedure for returning the fund, the liquidator shall separately determine the place and method for returning the fund and other necessary matters.

Chapter 8 Calculation

(Fiscal year)

Article 39: The business year of this incorporation shall be the first term of the year, starting on April 1st of each year and ending on March 31st of the following year.

(Business plan and income and expenditure budget)

Article 40: The business plan and income and expenditure budget of this incorporation must be prepared by the chairman by the day before the start date of each business year, and must be approved by the general meeting of employees after a resolution of the board of directors. The same applies when changing this.

2. Notwithstanding the provisions of the preceding paragraph, if the budget cannot be established due to unavoidable reasons, the chairman may obtain or spend income according to the budget of the previous year until the date of establishment of the budget, based on the resolution of the general meeting of employees.

3. The income and expenditure in the preceding paragraph shall be regarded as the income and expenditure of the newly established budget.

(Business report and settlement of accounts)

Article 41: The business plan and income and expenditure budget of this incorporation must be prepared by the chairman by the day before the start date of each business year, and must be approved by the general meeting of employees after a resolution of the board of directors. The same applies when changing this.

(1) Business report

(2) Supplementary schedule of business report

(3) Balance sheet

(4) Income statement (net property increase / decrease statement)

(5) Balance sheet and supplementary schedule of income statement (net property increase / decrease statement)

2. Of the documents approved in the preceding paragraph, the first, third and fourth documents shall be submitted to the ordinary general meeting, the contents of the first document shall be reported, and the other documents shall be reported. Must be approved.

3 In addition to the documents in paragraph 1, the following documents will be kept in the main office for 5 years, and the articles of incorporation

And the employee list shall be kept in the main office. Audit report

Chapter 9 Amendment and dissolution of articles of incorporation

(Change of Articles of Incorporation) 

Article 42: This Articles of Incorporation may be changed by a resolution of the general meeting of employees. 

(Dissolution) 

Article 43: The incorporation will be dissolved due to a resolution of the general meeting of employees and other reasons stipulated by law.

Chapter 10 Supplementary Provisions

(First business year) 

Article 44: The first business year of this incorporation shall be from the date of establishment of this incorporation to March 31, 4th year of Reiwa.

(Executive at the time of establishment)

Article 45: The officers (directors, representative directors and auditors) at the time of establishment of this incorporation are as follows. 

Representative Director Hamid Fujita

Director Jun Sasaki

Director Kenjiro Omichi

Auditor Masaki Kurematsu 

(Compliance with laws and regulations)

Article 46: All matters not stipulated in this Articles of Incorporation shall be governed by the Act on General Incorporated Associations and General Incorporated Foundations and other laws and regulations.