Articles of Incorporation

The Articles of Incorporation of NPO Tsukuba OSS Technical Support Center (OSS Tsukuba) are posted here.
Basic organizational matters such as objectives, business activities, membership system, officer structure, accounting, & operations are provided.

Chap 1: General Provisions

Article 1
(Name)
This corporation shall be called the NPO Tsukuba OSS Technical Support Center.
Article 2
(Office)
This corporation shall have its principal office at 1-2-2 Ninomiya, Tsukuba City, Ibaraki Prefecture.

Chap 2: Objectives & Business

Article 3
(Objectives)
This corporation aims to conduct business related to technical support for open source, centered on distributed file systems, for the benefit of society at large, to realize inexpensive & secure information storage, & to contribute to corporate activities & people's lives utilizing secure information & communication technology.
Article 4
(Types of Specified Non-Profit Activities)

To achieve its objectives, this corporation shall conduct the following types of specified non-profit activities:

  1. Activities to promote the development of the information society
  2. Activities to promote social education
  3. Activities to promote science & technology
  4. Activities for coordination, advice, or assistance regarding the operation or activities of organizations conducting the activities listed in the preceding items
Article 5
(Business)

To achieve its objectives, this corporation shall conduct the following business:

Business related to specified non-profit activities

  1. High-reliability verification business for distributed file systems & related open source software
  2. Technical training & certification business for distributed file systems & related open source software
  3. Advanced maintenance & implementation support business for distributed file systems & related open source software
  4. Research & development needs survey business related to open source
  5. Overseas technology survey business related to open source
  6. Research group operation support business

However, "related open source software" refers to open source originating from Japan or software such as traceability associated with distributed file systems.

Chap 3: Members

Article 6
(Types)

The members of this corporation shall be of the following two types, with regular members constituting members under the Act for Promotion of Specified Non-Profit Activities (hereinafter referred to as "the Act"):

  1. Regular members: Individuals who have joined in agreement with the objectives of this corporation
  2. Supporting members: Individuals & organizations that have joined to support the activities in agreement with the objectives of this corporation
Article 7
(Admission)
  1. No special conditions shall be set for admission as a member.
  2. Those wishing to become members shall apply to the chairperson using the membership application form separately prescribed by the chairperson, & the chairperson shall approve admission unless there is a legitimate reason for refusal.
  3. If the chairperson does not approve the admission of the applicant in the preceding paragraph, the chairperson shall promptly notify the applicant in writing with reasons.
Article 8
(Admission Fee & Membership Fee)
Members shall pay the admission fee & membership fee separately determined by the general meeting.
Article 9
(Loss of Membership Status)

A member shall lose their membership status when any of the following occurs:

  1. Submission of a withdrawal notice
  2. Death of the individual or dissolution of the member organization
  3. Delinquency of membership fees for one year or more continuously
  4. Expulsion
Article 10
(Withdrawal)
Members may withdraw voluntarily by submitting a withdrawal notice separately prescribed by the chairperson to the chairperson.
Article 11
(Expulsion)

When a member falls under any of the following, they may be expelled by resolution of the general meeting. In this case, the member must be given an opportunity to explain before the resolution:

  1. Violation of these Articles of Incorporation
  2. Conduct that damages the reputation of this corporation or acts contrary to its objectives
Article 12
(Non-Return of Contributions)
Paid admission fees, membership fees, & other contributions shall not be returned.

Chap 4: Officers & Employees

Article 13
(Types & Numbers)
  1. This corporation shall have the following officers:
    1. Directors: 3 to 6 persons
    2. Auditors: 1 to 3 persons
  2. Among the directors, one may serve as chairperson & one as vice-chairperson.
Article 14
(Appointment, etc.)
  1. Directors & auditors shall be appointed by the general meeting.
  2. The chairperson & vice-chairperson shall be elected by the directors.
  3. Among officers, more than one spouse or relative within the third degree of consanguinity shall not be included for each officer position, & such officers together with their spouses & relatives within the third degree shall not exceed one-third of the total number of officers.
  4. Auditors may not concurrently serve as directors or employees of this corporation.
Article 15
(Duties)
  1. The chairperson shall represent this corporation & manage its business.
  2. Directors other than the chairperson shall not represent this corporation in its business.
  3. The vice-chairperson shall assist the chairperson &, in the event of an accident involving the chairperson or when the chairperson is absent, shall perform the chairperson's duties in the order designated in advance by the chairperson.
  4. Directors shall constitute the board of directors & execute the business of this corporation based on the provisions of these Articles & resolutions of the board.
  5. Auditors shall perform the following duties:
    1. Audit the execution of duties by directors
    2. Audit the financial condition of this corporation
    3. If, as a result of audits under the preceding two items, any illegal acts or serious facts violating laws or the Articles concerning the business or assets of this corporation are discovered, report them to the general meeting or competent authority
    4. If necessary to make the report in the preceding item, convene the general meeting
    5. Express opinions to directors regarding the execution of their duties or the financial condition of this corporation, or request convening of the board of directors
Article 16
(Term, etc.)
  1. The term of office for officers shall be two years. However, reappointment is not prohibited.
  2. Notwithstanding the preceding paragraph, if a successor officer has not been appointed, the term shall be extended until the first general meeting held after the expiration date concludes.
  3. The term of officers appointed as replacements or due to increase shall be the remaining term of their predecessors or current officers.
  4. Officers shall continue to perform their duties until successors assume office, even after resignation or expiration of term.
Article 17
(Filling Vacancies)
When more than one-third of the specified number of directors or auditors become vacant, vacancies must be filled without delay.
Article 18
(Dismissal)

When an officer falls under any of the following, they may be dismissed by resolution of the general meeting. In this case, the officer must be given an opportunity to explain before the resolution:

  1. When recognized as incapable of performing duties
  2. When there has been a violation of duties or other conduct unbecoming of an officer
Article 19
(Remuneration, etc.)
  1. Officers may receive remuneration within the range of one-third or less of their total number.
  2. Officers may be reimbursed for expenses required to perform their duties.
  3. Necessary matters regarding the preceding two paragraphs shall be separately determined by the chairperson upon resolution of the general meeting.
Article 20
(Employees)
  1. This corporation shall have a secretary-general & other employees.
  2. Employees shall be appointed & dismissed by the chairperson.

Chap 5: General Meeting

Article 21
(Types)
The general meetings of this corporation shall be of two types: ordinary general meetings & extraordinary general meetings.
Article 22
(Composition)
The general meeting shall be composed of regular members.
Article 23
(Authority)

The general meeting shall resolve the following matters:

  1. Amendment of the Articles of Incorporation
  2. Dissolution
  3. Merger
  4. Business plans & activity budgets & their amendments
  5. Business reports & activity financial statements
  6. Appointment or dismissal, duties, & remuneration of officers
  7. Amount of admission fees & membership fees
  8. Borrowings (excluding short-term borrowings to be repaid with revenues within the fiscal year; the same applies in Article 50), assumption of other new obligations, & waiver of rights
  9. Organization & operation of the secretariat
  10. Other important matters related to operations
Article 24
(Convening)
  1. The ordinary general meeting shall be held once per fiscal year.
  2. An extraordinary general meeting shall be held in any of the following cases:
    1. When the board of directors deems it necessary & requests convening
    2. When one-fifth or more of the total regular members request convening in writing stating the purpose of the meeting
    3. When convened by an auditor pursuant to Article 15, Paragraph 5, Item 4
Article 25
(Convening Notice)
  1. Except in the case of Article 24, Paragraph 2, Item 3, the general meeting shall be convened by the chairperson.
  2. When a request is made pursuant to Article 24, Paragraph 2, Items 1 & 2, the chairperson shall convene an extraordinary general meeting within 30 days from that date.
  3. When convening a general meeting, notice stating the date, time, place, purpose, & matters for deliberation shall be given in writing at least 5 days prior to the meeting date.
Article 26
(Chairperson)
The chairperson of the general meeting shall be selected from among the regular members present at that meeting. (Quorum)
Article 27
(General Meeting)
The general meeting cannot be opened without the attendance of half or more of the total regular members.
Article 28
(Resolutions)
  1. Matters for resolution at the general meeting shall be those notified in advance pursuant to Article 25, Paragraph 3.
  2. Except as otherwise provided in these Articles, matters at the general meeting shall be decided by a majority of the regular members present, & in case of a tie, the chairperson shall decide.
  3. When a director or member proposes a matter that is the purpose of the general meeting, & all members express their consent in writing or by electronic record, the proposal shall be deemed to have been resolved by the general meeting.
Article 29
(Voting Rights, etc.)
  1. Each regular member shall have equal voting rights.
  2. Regular members who cannot attend the general meeting due to unavoidable reasons may vote in writing on matters notified in advance, or may delegate their voting rights to another regular member as proxy.
  3. Regular members who vote pursuant to the preceding paragraph shall be deemed to have attended the general meeting for purposes of Articles 27, 28 Paragraph 2, 30 Paragraph 1 Item 2, & 51.
  4. Regular members with a special interest in a resolution of the general meeting may not participate in voting on that matter.
Article 30
(Minutes)
  1. Minutes of the general meeting shall be prepared stating the following matters:
    1. Date, time, & place
    2. Total number of regular members & number of attendees (if there are written voters or voting delegates, that number shall be noted)
    3. Matters for deliberation
    4. Overview of proceedings & results of resolutions
    5. Matters regarding appointment of minute signatories
  2. The minutes shall be signed & sealed by the chairperson & two or more minute signatories appointed at that meeting.
  3. Notwithstanding the preceding two paragraphs, when a general meeting resolution is deemed to have been made because all regular members expressed their consent in writing or by electronic record, minutes shall be prepared stating the following matters:
    1. Content of matters deemed to have been resolved by the general meeting
    2. Name of the person who proposed the matters in the preceding item
    3. Date when the general meeting resolution was deemed to have been made
    4. Name of the person who performed duties related to preparation of the minutes

Chap 6: Board of Directors

Article 31
(Composition)
The board of directors shall be composed of directors.
Article 32
(Authority)

In addition to matters specified in these Articles, the board of directors shall resolve the following matters:

  1. Matters to be submitted to the general meeting
  2. Matters concerning execution of matters resolved by the general meeting
  3. Other matters concerning execution of business that do not require general meeting resolutions
Article 33
(Convening)

The board of directors shall be held in any of the following cases:

  1. When the chairperson deems it necessary
  2. When one-third or more of the total directors request convening in writing stating the purpose of the meeting
  3. When an auditor requests convening pursuant to Article 15, Paragraph 5, Item 5
Article 34
(Convening Notice)
  1. The board of directors shall be convened by the chairperson.
  2. When a request is made pursuant to Article 33, Items 2 & 3, the chairperson shall convene the board of directors within 15 days from that date.
  3. When convening the board of directors, notice stating the date, time, place, purpose, & matters for deliberation shall be given in writing at least 5 days prior to the meeting date.
Article 35
(Chairperson)
The chairperson of the board of directors shall be the chairperson.
Article 36
(Resolutions)
  1. Matters for resolution at the board of directors shall be those notified in advance pursuant to Article 34, Paragraph 3.
  2. Matters at the board of directors shall be decided by a majority of the total directors, & in case of a tie, the chairperson shall decide.
Article 37
(Voting Rights, etc.)
  1. Each director shall have equal voting rights.
  2. Directors who cannot attend the board of directors due to unavoidable reasons may vote in writing on matters notified in advance.
  3. Directors who vote pursuant to the preceding paragraph shall be deemed to have attended the board of directors for purposes of Article 36, Paragraph 2 & Article 38, Paragraph 1, Item 2.
  4. Directors with a special interest in a resolution of the board of directors may not participate in voting on that matter.
Article 38
(Minutes)
  1. Minutes of the board of directors shall be prepared stating the following matters:
    1. Date, time, & place
    2. Total number of directors, number of attendees, & names of attendees (for written voters, that fact shall be noted)
    3. Matters for deliberation
    4. Overview of proceedings & results of resolutions
    5. Matters regarding appointment of minute signatories
  2. The minutes shall be signed & sealed by the chairperson & two or more minute signatories appointed at that meeting.

Chap 7: Assets & Accounting

Article 39
(Composition of Assets)

The assets of this corporation shall be composed of the following:

  1. Assets listed in the property inventory at the time of establishment
  2. Admission fees & membership fees
  3. Donations
  4. Income generated from assets
  5. Income from business operations
  6. Other income
Article 40
(Classification of Assets)
The assets of this corporation shall be assets related to specified non-profit activities business.
Article 41
(Management of Assets)
The assets of this corporation shall be managed by the chairperson, & the method shall be separately determined by the chairperson upon resolution of the general meeting.
Article 42
(Accounting Principles)
The accounting of this corporation shall be conducted in accordance with the principles set forth in each item of Article 27 of the Act.
Article 43
(Classification of Accounting)
The accounting of this corporation shall be accounting related to specified non-profit activities business.
Article 44
(Business Plan & Budget)
The business plan of this corporation & the accompanying activity budget shall be prepared by the chairperson & require resolution by the general meeting.
Article 45
(Provisional Budget)
  1. Notwithstanding the preceding article, if the budget cannot be established due to unavoidable reasons, the chairperson may, upon resolution of the board of directors, take revenue & expenditure measures in accordance with the budget of the preceding fiscal year until the budget is established.
  2. The revenue & expenditure in the preceding paragraph shall be deemed to be revenue & expenditure of the newly established budget.
Article 46
(Reserve Fund Establishment & Use)
  1. A reserve fund may be established in the budget to cover budget excesses or extra-budgetary expenditures.
  2. Use of the reserve fund requires resolution by the board of directors.
Article 47
(Budget Supplement & Revision)
If unavoidable circumstances arise after budget resolution, the established budget may be supplemented or revised upon resolution of the general meeting.
Article 48
(Business Report & Financial Statements)
  1. The business report, activity statement, balance sheet, property inventory, & other financial documents of this corporation shall be promptly prepared by the chairperson after the end of each fiscal year, audited by the auditors, & require resolution by the general meeting.
  2. When a surplus arises in the financial statements, it shall be carried forward to the next fiscal year.
Article 49
(Fiscal Year)
The fiscal year of this corporation shall begin on May 1 & end on April 30 of the following year.
Article 50
(Provisional Measures)
In addition to matters determined by budget, when borrowing money, assuming other new obligations, or waiving rights, resolution by the general meeting is required.

Chap 8: Amendment, Dissolution & Merger

Article 51
(Amendment of Articles)

When this corporation intends to amend the Articles of Incorporation, it requires resolution by three-fourths or more of the regular members present at the general meeting, & when amending the following matters stipulated in Article 25, Paragraph 3 of the Act, certification by the competent authority is required:

  1. Objectives
  2. Name
  3. Types of specified non-profit activities to be conducted & types of business related to such activities
  4. Location of principal office & other offices (limited to those involving change of competent authority)
  5. Matters concerning acquisition & loss of membership
  6. Matters concerning officers (excluding matters concerning the number of officers)
  7. Matters concerning meetings
  8. When conducting other business, the types thereof & matters concerning such other business
  9. Matters concerning dissolution (limited to matters concerning attribution of residual assets)
  10. Matters concerning amendment of the Articles of Incorporation
Article 52
(Dissolution)
  1. This corporation shall be dissolved for the following reasons:
    1. Resolution of the general meeting
    2. Impossibility of achieving the specified non-profit activities objectives
    3. Absence of regular members
    4. Merger
    5. Order to commence bankruptcy proceedings
    6. Revocation of establishment certification by the competent authority
  2. When this corporation is dissolved for the reason in Item 1 of the preceding paragraph, the consent of three-fourths or more of the total regular members is required.
  3. When dissolving for the reason in Item 2 of Paragraph 1, certification by the competent authority is required.
Article 53
(Attribution of Residual Assets)
When this corporation is dissolved (excluding dissolution by merger or bankruptcy), any remaining assets shall be transferred to an entity selected by the general meeting from among those listed in Article 11, Paragraph 3 of the Act.
Article 54
(Merger)
When this corporation intends to merge, it requires resolution by three-fourths or more of the total regular members at the general meeting & certification by the competent authority.

Chap 9: Public Notice

Article 55
(Method of Public Notice)
Public notices of this corporation shall be made by posting on this corporation's website.

Chap 10: Miscellaneous Provisions

Article 56
(Detailed Rules)

Detailed rules necessary for the enforcement of these Articles of Incorporation shall be determined by the chairperson upon resolution of the board of directors.

Supplementary Provisions

  1. These Articles of Incorporation shall come into effect from the date of establishment of this corporation.
  2. The initial officers of this corporation at the time of establishment shall be as follows:
    • Chairperson: Osamu Tatebe
    • Director: Toshio Onoki
    • Director: Hirohisa Fujinami
    • Director: Katsuya Nishi
    • Auditor: Hidetoshi Takasugi
  3. Notwithstanding Article 16, Paragraph 1, the term of office for the initial officers at the time of establishment shall be from the date of establishment until April 30, 2014. However, if a successor officer has not been appointed, the term shall be extended until the first general meeting held after the expiration date concludes.
  4. Notwithstanding Article 44, the initial business plan & activity budget at the time of establishment of this corporation shall be as determined by the inaugural general meeting.
  5. Notwithstanding Article 49, the initial fiscal year at the time of establishment of this corporation shall be from the date of establishment until April 30, 2013.
  6. Notwithstanding Article 8, the initial admission fees & membership fees at the time of establishment of this corporation shall be as follows:
    1. Regular member admission fee: 0 yen
      Regular member annual fee: Individual 10,000 yen per unit
    2. Supporting member admission fee: 0 yen
      Supporting member annual fee: Individual 5,000 yen per unit, Organization 50,000 yen per unit
    Supporting member objective: Membership in the user community, participation in user forum (inquiry desk)

* Supplementary Provisions (Resolved at the General Meeting on June 15, 2018): These Articles of Incorporation shall come into effect from the date of the general meeting resolution.

Arrow icon