Articles of Incorporation
Japan IMS Association Articles of Incorporation
Enacted: April 26, 2016
Partial revision: June 1, 2017
Partial revision: June 29, 2022
Chapter 1 General rules
Article 1 (Name)
This corporation shall be called the IMS Society of Japan. In English, it is called IMS Japan Society.
Abbreviated name is IMS-JS.
Article 2 (Location of main office)
This corporation has its main office in Chuo-ku, Tokyo.
Article 3 (Purpose)
1EdTech Consortium Inc. (Formerly known as IMS Global Learning Consortium, hereinafter referred to as 1EdTech) is a voluntary organization composed of groups participating from Japan and those engaged in dissemination activities in Japan. The purpose is to spread various businesses in Japan.
Article 4 (Business)
In order to achieve the purpose of the preceding article, this corporation will carry out the following businesses.
(1) Publicity and dissemination of 1EdTech technical standards
(2) Formation and development of a research community related to 1EdTech technical standards, and promotion of surveys and research related to 1EdTech technical standards
(3) Holding workshops, seminars, exchange meetings, etc. to support the introduction of 1EdTech technical standards
(4) Exchange and cooperation with related organizations in Japan and abroad
(5) Developing human resources who use 1EdTech technologies and utilize e-learning, etc. in Japan and Asia
(6) Other business necessary to achieve the purpose of this corporation
Article 5 (Public Notice Method)
Public notices of this corporation shall be made by posting them in places easily visible to the public at the principal office of this corporation.
Chapter 2 Members
Article 6 (Types of employees and members)
We have the following members in our corporation.
(1) Full member
(1-1) Executive member
Contributing members of 1EdTech (regular members of 1EdTech) that are based in Japan and participate in promotion activities of IMS-GLC in Japan
(1-2) General global member
Other members of 1EdTech, i.e. Contributing members based outside of Japan, and all affiliate members (general members of 1EdTech) that participate in 1EdTech dissemination activities in Japan
(2) General area members
Organizations that are non-members of 1EdTech and participate in activities to spread 1EdTech in Japan
(3) Affiliate members
Non-profit organizations and academic organizations that agree with the purpose of this corporation, cooperate with its achievement, and support it
(4) Individual member
1Individuals participating in activities to promote EdTech in Japan
2. Regular members (secretary members and general members) shall be employees under the law concerning general incorporated associations and general incorporated foundations (hereinafter referred to as "general corporation law").
Article 7 (Admission)
A person who intends to join as a regular member of this corporation must submit an application for membership in the form prescribed by this corporation to the president and obtain approval from the board of directors.
2. Those who wish to join as a member other than a regular member shall complete the admission procedure in accordance with the prescribed form of this corporation.
After that, it will be a member of the category applied for with a report to the board of directors.
3. Members who are approved for admission must pay in advance the admission fee and annual membership fee separately determined according to the type.
Article 8 (Burden of expenses, etc.)
Members are obligated to pay the necessary expenses in order to achieve the purpose of this corporation.
2. Members must pay the admission fee and annual membership fee separately determined at the general meeting.
Article 9 (Prohibition of Distribution of Surplus and Residual Assets)
Members cannot receive distribution of surplus and residual assets.
Article 10 (Voluntary withdrawal)
Members may voluntarily withdraw from membership at any time by submitting a withdrawal notice in the form prescribed by this corporation. However, unless there is an unavoidable reason, the request for withdrawal shall be given to this corporation one month in advance.
Article 11 (Expulsion)
If a member falls under any of the following, the member may be expelled by a special resolution of the general meeting of members stipulated in Article 49, Paragraph 2 of the General Corporation Law.
(1) When there is a serious violation of this Articles of Incorporation or other rules.
(2) When the member damages the reputation of the company or commits an act that is significantly contrary to the purpose of the company.
(3) When there are other justifiable grounds for expulsion.
Article 12 (Disqualification of Membership)
In addition to the cases stipulated in the preceding two articles, members shall lose their qualifications if they fall under any of the following items.
(1) When membership fees have not been paid continuously for two years or more.
(2) When the member dies or is declared missing, or when the corporation or organization that is the member is dissolved.
(3) When you lose the preconditions for the membership type (being a Contributing member or Affiliate member of 1EdTech) in the qualification of a regular member.
(4) In addition, when the General Member agrees.
Article 13 (Rights and Obligations Accompanying Loss of Membership)
When a member loses his/her eligibility pursuant to the provisions of the preceding three articles, he/she shall lose all rights and obligations as a member to this corporation. Regular members lose their status as employees under the General Corporation Law.
However, unfulfilled obligations cannot be waived.
2. Even if a member loses his or her eligibility, the association will not return the already paid admission fee, membership fee, or other contributions.
Article 14 (Member list)
The Corporation shall prepare a member list containing the names and addresses of the members and keep it at the main office of the Corporation.
2. Notices or demands to members of this corporation shall be addressed to the address stated in the member list or the residence notified to this corporation by the member.
Chapter 3 General Assembly
Article 15 (Constitution)
The General Assembly shall consist of regular members.
2. The general meeting set forth in the preceding paragraph shall be deemed to be the general meeting of members under the General Corporation Law. Hereinafter, the term "general meeting" shall be read as "general meeting of employees".
3. Voting rights at the general meeting shall be one per regular member.
Article 16 (Matters to be resolved at the general meeting)
The general meeting shall be attended by regular members who hold a majority of the voting rights, and resolutions shall be made on the following matters, unless otherwise provided for in laws and regulations or the Articles of Incorporation.
(1) Expulsion of members
(2) Appointment or dismissal of directors and auditors
(3) Amount of remuneration for directors and auditors
(4) Balance sheet and profit and loss statement (net asset increase/decrease statement) and their annexed statements
(5) Partial exemption from liability stipulated in Article 30
(6) Amendments to the Articles of Incorporation
(7) Dissolution and disposal of residual assets
(8) Matters submitted to the General Assembly by the Board of Directors
(9) Other matters stipulated by laws and regulations or these Articles of Incorporation as matters to be resolved at the general meeting
2. In the resolution set forth in the preceding paragraph, the dismissal of auditors out of items 1 and 2, item 5, item 6, item 7 and special matters stipulated by laws and regulations or these Articles of Incorporation shall be resolved by more than half of all regular members. A majority of two-thirds or more of the total voting rights of all regular members shall be used. Other matters to be resolved shall be decided by a majority of the voting rights of the regular members in attendance.
Article 17 (Holding)
The regular general meeting of this corporation shall be held within three months from the day following the last day of each business year, and extraordinary general meetings shall be held as necessary.
Article 18 (Convocation)
General meetings shall be convened by the president based on a resolution of the board of directors, unless otherwise provided for by law. If the President has an accident or is in trouble, the Vice-President shall convene.
2. Notwithstanding the preceding paragraph, with the consent of all full members, general meetings may be held without going through the procedures for convocation, except in cases where voting rights may be exercised in writing or by electronic means.
3. Regular members who hold one-fifth or more of the voting rights of all regular members may request the president to convene a general meeting by indicating the purpose of the general meeting and the reason for convening it.
Four. To convene a general meeting, a notice of convocation shall be sent to regular members at least one week prior to the date of the meeting. However, if a written ballot or electronic ballot is permitted, it shall be issued at least two weeks in advance.
Article 19 (Chairman)
The Chairperson of the General Assembly shall be the Chairman of the Board. However, if there is an accident or obstacle to the chairman, the chairman will be elected at the general meeting.
Article 20 (Omission of General Assembly Resolutions)
When there is a proposal from a director or regular member regarding the purpose of the resolution of the general meeting, and all regular members express their consent to the proposal in writing or by electromagnetic record, the general meeting to the effect that the proposal will be passed A decision shall be deemed to have been made.
Article 21 (Exercise of voting rights by proxy)
Full members may exercise their voting rights by proxy at the general meeting. However, in this case, a document certifying the authority of representation must be submitted to this corporation for each general meeting.
2. Instead of submitting a document certifying the authority of agency, the member or agent in paragraph 1 shall, pursuant to the provisions of a Cabinet Order, obtain the consent of the Corporation and provide the matters to be stated in the document by electromagnetic means. be able to.
Article 22 (General Meeting Minutes)
For the proceedings of the general meeting, minutes shall be prepared that include the matters stipulated by laws and regulations.
2. At the general meeting, one or more signatories to the minutes shall be elected from the attending regular members, and the chairman and the signatories to the minutes shall sign or affix their names and seals to the minutes mentioned in the preceding paragraph.
Chapter 4 Officers
Article 23 (number of members)
This corporation shall have the following officers.
(1) Directors 3 to 15
(2) 1 or more auditors
2. One of the Directors shall be the President and some shall be the Vice-Presidents.
3. The president of the preceding paragraph shall be the representative director under the General Corporation Law.
Article 24 (Appointment of Officers)
Directors and auditors shall be elected by resolution of the general meeting.
2. Directors shall be elected from among officers and employees who are regular members of this corporation. However, if necessary, this shall not preclude the appointment of a few persons other than those listed above.
3. Executive members may nominate one director from among the officers or employees of their organization.
Four. The President and Vice-President shall be selected from among the Directors by resolution of the Board of Directors.
Article 25 (Duties and Authority of Directors)
The directors shall constitute the Board of Directors and shall execute their duties in accordance with laws and regulations and these Articles of Incorporation.
2. The president shall represent this corporation and execute its business in accordance with laws and regulations and these Articles of Incorporation.
3. The Vice President shall assist the President.
Four. The President shall report to the Board of Directors on the status of the performance of his/her duties at least twice every business year at intervals of four months or more.
Article 26 (Duties and Authority of Auditors)
Auditors shall audit the execution of duties by directors and prepare audit reports as stipulated by laws and regulations.
2. Auditors attend board meetings and audit the status of business execution, finances, and other matters.
3. Auditors may, at any time, request directors and employees to report on business and investigate the status of the business and assets of this corporation.
Article 27 (Term of Office of Officers)
The term of office of directors and auditors shall expire at the conclusion of the annual general meeting for the last fiscal year ending within two years after their appointment.
2. The term of office of a person appointed as a substitute for a Director or Auditor who resigned before the expiration of the term of office shall be until the expiration of the term of office of the predecessor.
3. The term of office of a director appointed as a result of an increase in the number of directors shall expire when the term of office of the other directors expires.
Four. In the event that the number of directors and auditors is insufficient due to resignation or expiration of their term of office, they shall continue to have rights and obligations as directors and auditors until a newly elected person takes office.
Article 28 (Dismissal of Officers)
Directors and auditors may be dismissed by resolution of the general meeting.
Article 29 (Remuneration for Officers, etc.)
The remuneration, bonuses, and other property benefits received from this corporation as compensation for the performance of duties by directors and auditors shall be determined by a resolution of the general meeting.
Article 30 (Exemption from Liability)
Regarding the liability for damages of officers under Article 111, Paragraph 1 of the General Corporation Law, if the requirements stipulated by laws and regulations are met, by resolution of the board of directors, the amount of liability shall be calculated by deducting the minimum liability amount stipulated by laws and regulations. A maximum amount can be exempted.
Chapter 5 Board of Directors
Article 31 (Constitution)
The corporation shall have a board of directors.
2. The Board of Directors shall consist of all Directors.
Article 32 (Authority)
The Board of Directors shall perform the following duties, in addition to those stipulated separately in these Articles of Incorporation.
(1) Decisions on business execution
(2) Supervision of execution of duties by directors
(3) Appointment and dismissal of the president and vice president
Article 33 (Convocation)
Board meetings shall be convened by the President unless otherwise provided for by law.
2. In the event of an accident or obstacle to the President, the Vice-President shall convene. In the event of an accident or trouble with the Vice President, another Director shall convene the meeting in the order determined in advance by the Board of Directors.
3. The board of directors may be convened electronically as necessary.
Four. A meeting of the Board of Directors may be held without going through the convocation procedures if all Directors and Auditors agree.
Article 34 (Chairman)
The Chairperson of the Board of Directors shall be the Chairman of the Board. However, if the president has an accident or trouble, the vice president will take over. If the vice president has an accident or trouble, another director shall take his place in the order determined in advance by the board of directors.
Article 35 (Resolutions of the Board of Directors)
Unless otherwise provided for in the Articles of Incorporation, resolutions of the Board of Directors shall be passed by a majority of the Directors, excluding Directors 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 General Corporation Law are met, it shall be deemed that the Board of Directors passed a resolution to approve the proposal.
Article 36 (Omission of Reports)
When a director or an auditor notifies all directors and auditors of matters to be reported to the board of directors, it is not necessary to report the matter to the board of directors. However, this does not apply to reports pursuant to the provisions of Article 91, Paragraph 2 of the General Corporation Law.
Article 37 (Board Meeting Minutes)
For the proceedings of the board of directors, the minutes shall be prepared in which the matters stipulated by law are recorded.
2. The president and auditors who attended the meeting shall sign or affix their names and seals on it and keep it in the main office for 10 years.
Chapter 6 Committees, etc.
Article 38 (Committee and Working Group)
The corporation may establish committees and working groups by resolution of the board of directors in order to promote business. The management method shall be determined separately.
Chapter 7 Assets and Accounting
Article 39 (Business year)
The business year of this corporation shall be from April 1st to March 31st of the following year.
Article 40 (Business Plan and Income and Expenditure Budget)
The business plan and income and expenditure budget of this corporation shall be prepared by the president by the day before the start date of each business year and shall be approved at the most recent board meeting. The same shall apply when changing this.
2. Notwithstanding the provisions of the preceding paragraph, if the budget cannot be passed due to unavoidable reasons, the president may, based on a resolution of the board of directors, receive income or spend according to the previous year's budget until the day of the budget's approval.
3. The income and expenditure mentioned in the preceding paragraph shall be regarded as income and expenditure of the newly enacted budget.
Four. The documents set forth in the preceding paragraph shall be kept in the main office until the end of the relevant business year.
Article 41 (Business Report and Settlement of Accounts)
Regarding the business report and settlement of accounts of this corporation, after the end of each business year, the president must prepare the following documents and receive the approval of the board of directors after being audited by the auditors.
(1) Business report
(2) Supplementary schedule of business report
(3) Balance sheet
(4) Profit and Loss Statement (Net Asset Increase/Decrease Statement)
(5) Supplementary statements of balance sheet and income statement
2. The documents approved in the preceding paragraph must be submitted to the annual general meeting, the contents of documents 1 and 2 must be reported, and the documents 3 to 5 must be approved. .
Article 42 (Prohibition of Distribution of Surplus)
This corporation cannot distribute surplus.
Chapter 8 Amendments to the Articles of Incorporation and Dissolution
Article 43 (Changes to the Articles of Incorporation)
Amendments to the Articles of Incorporation may be made by resolution of the General Assembly.
Article 44 (Dissolution)
This corporation shall be dissolved by a resolution of the general meeting or for other reasons stipulated by laws and ordinances.
Article 45 (Ownership of Residual Assets)
The remaining assets held by this corporation in the event of liquidation shall be donated to corporations listed in Article 5, Item 17 of the Law Concerning Accreditation, etc. of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or to the national or local governments after resolution of the General Assembly. and
Chapter 9 Secretariat
Article 46 (Secretariat)
This corporation shall establish a secretariat under the chairman of the board of directors to support all activities of this corporation.
2. The secretary general shall be appointed by the president and shall be approved by the board of directors.
3. Matters related to the employment conditions of secretariat staff will be determined separately by the Board of Directors.
Created on April 25, 2016 and registered as articles of incorporation on April 26, 2016
2. June 1, 2017 Partially revised the following at the 2017 Annual General Meeting v2.0
"Article 6 (Types of employees and members) (1) regular members (1-2) general members and (2) regional members are changed to (1-2) general global members and (2) general regional members. change"
3. June 29, 2022 Partially revised the following at the 2022 Annual General Meeting v3.0
"Article 3 (Purpose) is revised as follows. The (underlined part) of this corporation is an organization participating in 1EdTech Consortium Inc. (former name IMS Global Learning Consortium, hereinafter referred to as 1EdTech) from Japan and It is a voluntary organization composed of those who promote the dissemination of 1EdTech, and aims to disseminate 1EdTech projects in Japan." .