Japan Association of Arbitrators (JAA) Articles of Incorporation
Adopted on January 6, 2014
Amended on March 13, 2014
Amended on March 1, 2016
Amended on March 1, 2017
Chapter 1 General provisions
Name
Article 1 The name of this association shall be the Japan Association of Arbitrators (JAA).
Offices
Article 2 The main office of JAA shall be located in Chiyoda Ward, Tokyo.
2. JAA may establish branch offices in other areas as needed, pursuant to a prior resolution of the Board of Directors.
Aims
Article 3 The aims of JAA are to encourage arbitration, mediation, intermediation and other alternative methods of dispute resolution (except for arbitration, hereinafter collectively referred to as “ADR”) and to educate the public about those processes.
Activities
Article 4 In order to fulfil the aims in the preceding article, JAA will engage in the following activities:
(1) Fostering and training arbitrators, mediators, and other personnel involved in arbitration and ADR
(2) Conducting comparative cultural research on the Arbitration Act, the “Act to Promote ADR,” and practices and devising means of dispute resolution
(3) Conducting ADR
(4) Promoting collaboration and cooperation with practitioners, researchers, and personnel engaged in ADR
(5) Holding workshops and lectures
(6) Managing and running JAA website
(7) Publishing and distributing the newsletter and other publications
(8) Collecting domestic and foreign materials on arbitration, ADR, and comparative culture
(9) Collaborating and cooperating with arbitration and ADR organizations at home and abroad
(10) Communications and public affairs related to arbitration and ADR
(11) Running arbitration and ADR facilities and advising others on operation of such facilities
(12) Other activities required to achieve aims in the preceding article
2. Engaging in activities in the preceding paragraph at home and abroad.
Chapter 2 Members and dues
Members
Article 5 Members of JAA (“Member(s)”) shall include Regular Members, Supporting Members, Honorary Members, and a Regular Member shall be deemed as a Partner Member under the Act on Incorporated Associations and Incorporated Foundations (the “Act on Incorporated Associations and Foundations”).
2. A Regular Member shall be an individual, company, or group that is engaged in practice or research in arbitration, ADR, or a related area.
3. A Supporting Member shall be an individual, company, or group that agrees with the aims of JAA and that wishes to assist with its activities.
4. An Honorary Member shall be an individual who has particularly distinguished himself or herself in the advancement of arbitration or ADR and who has been recommended by a General Meeting.
5. Members may receive the Newsletter and may attend members-only workshops or public workshops, study group and lectures. Attendance fees may be discounted for Members in certain cases.
Admission
Article 6 Individuals intending to become Regular Members or Supporting Members of JAA must apply for admission using the form separately specified by the Board of Directors and be approved the President.
Designation of Representative
Article 7 A company or group that is a member must designate a representative (hereinafter referred to as the “Designated Representative”) and notify JAA.
2. If there is a change to the Designated Representative in the preceding paragraph, the Member must promptly submit a notification of that change via the form specified separately.
Dues
Article 8 Regular Members and Supporting Members must pay dues in accordance with the Rules on Dues as separately specified at a General Meeting.
2. Paid dues shall not be refunded.
Voluntary Withdrawal
Article 9 A Member may voluntarily withdraw from JAA by submitting a withdrawal notice as separately specified.
Expulsion
Article 10 If a Member falls under any of the following items, the Member can be expelled pursuant to a resolution of a General Meeting set out in Article 19:
(1) The Member violates these Articles of Incorporation or JAA’s Rules
(2) The Member tarnishes JAA’s reputation or act contrary to JAA’s goals
(3) When the Member has connections with antisocial forces
(4) When expulsion is otherwise justified
2. When a resolution for expulsion is passed, the President will notify the Member of the resolution.
Loss of Membership
Article 11 In addition to the 2 preceding articles, a Regular Member or Supporting Member loses his or her membership if any of the following cases apply:
(1) The individual member becomes an adult ward or a person under guardianship
(2) The individual member dies or is declared legally dead
(3) A corporate member or group member dissolves or declares bankruptcy
(4) When dues are in arrears for 2 years or longer
(5) When all Regular Members agree
Waiver of Rights
Article 12 A Regular Member or Supporting Member whose membership is lost shall not be entitled to receive any refund of the paid dues or any other assets at all.
Chapter 3 General Meeting
Composition
Article 13 A General Meeting shall consist of all Regular Members. Supporting Member and Honorary Members may attend a General Meeting and express their opinions.
2. A General Meeting of Members in the preceding paragraph shall constitute a General Meeting of Partner Members pursuant to the Act on Incorporated Associations and Foundations.
Agenda
Article 14 A General Meeting may pass resolutions only on matters provided in the Act on Incorporated Associations and Foundations and matters proposed in these Articles of Incorporation.
Frequency of General Meeting
Article 15 A General Meeting shall be convened as a regular General Meeting within 3 months of the end of each fiscal year. Otherwise, an extraordinary General Meeting shall be convened as necessary.
Convocation of General Meeting
Article 16 A General Meeting shall be convened by the President, unless otherwise provided by laws and ordinances.
2. When convening a General Meeting, the President must, pursuant to a resolution of the Board of Directors, inform Regular Members in writing of the matters to be discussed, date, time, and location of the meeting at least 2 weeks prior to the date that the General Meeting is to be convened.
3. Regular Members holding 1/5 or more of the voting rights of all Regular Members may request convocation of a General Meeting by informing the President of the matters to be discussed and the reason thereof.
Voting Rights
Article 17 Each Regular Member shall be entitled to exercise one (1) vote at a General Meeting.
Chairman of General Meeting
Article 18 The President shall serve as the Chairperson of a General Meeting. If the President has difficulty to be the Chairperson, the Vice President shall serve as the Chairperson; if both the President and Vice President have difficulty to be the Chairperson, the Chairperson shall be decided by a mutual vote among the Directors in attendance.
Resolutions of General Meeting
Article 19 A resolution of a General Meeting shall be passed with a majority vote by the Regular Members in attendance where the Regular Members holding 1/3 of the voting rights of all Regular Members are in attendance.
2. Notwithstanding the provisions of the preceding paragraph, the following resolutions must be made with a majority of all Regular Members and 2/3 or more of all voting rights of the Regular Members.
(1) Expulsion of a Member
(2) Dismissal of an auditor
(3) Modification of the Articles of Incorporation
(4) Dissolution of the Association
(5) Other matters specified by laws and ordinances
Proxy Voting
Article 20 A Regular Member may exercise their vote by proxy or by submission of a voting form on an notified matter in writing (hereinafter referred as a “written vote”). In such a case, the Regular Member must submit to JAA document proving the proxy’s powers or a written vote.
2. The document or a written vote in the preceding paragraph may be provided by means of an electronic record.
Minutes of General Meeting
Article 21 Minutes of the proceedings of a General Meeting shall be made in accordance with applicable laws and ordinances.
2. The Chairperson of the General Meeting and at least 1 officer in attendance shall sign or affix their names and seals to the minutes in the preceding paragraph.
Chapter 4 Officers
Appointment of Officers
Article 22 The JAA shall appoint the following officers.
(1) Directors: 15 to 25 directors
(2) Auditors: Up to 3 auditors
2. Among the directors, the JAA shall appoint 1 President, 1 Vice President, and 3 to 7 Managing Directors.
3. The President in the preceding paragraph shall be deemed as the Representative Director pursuant to the Act on Incorporated Associations and Foundations, and the Vice President and Managing Directors shall be deemed as Executive Directors pursuant to Article 91, Paragraph 1, Item 2 of the Act.
Appointment of Officers
Article 23 Directors and auditors shall be appointed from among Regular Members (for a company or group, its Designated Representative) via a resolution at a General Meeting. If necessary, up to 3 individuals who are not Regular Members may be appointed as directors.
2. The President, the Vice President, and Managing Directors shall be appointed from among directors via a resolution of the Board of Directors.
3. Directors must not serve as auditors nor auditors as directors.
4. The total number of each director of JAA, their relatives, and individuals who have other special relationships with the director shall not exceed 1/3 of the total number of directors of JAA (the current number).
5. Auditors of JAA may not be directors (including their relatives or individuals with some other special relationship with the directors) or employees of JAA. In addition, each auditor shall not have any kinship or other special relationship with each other.
Official Authority of Directors
Article 24 Directors shall comprise the Board of Directors and execute their duties in accordance with laws, ordinances and these Articles of Incorporation.
2. The President shall represent the JAA and execute his or her duties in accordance with laws, ordinances and these Articles of Incorporation.
3. The Vice President shall execute routine duties and assist the President. If the President is incapacitated, the Vice President shall execute the President’s duties until a new President is appointed.
4. The Vice President and Managing Directors shall execute their assigned duties and assist the President.
5. The President, the Vice President and Managing Directors must inform the Board of Directors of the status of the performance of their duties at least twice each fiscal year at an interval of at least 4 months.
Authority of auditors
Article 25 Auditors shall audit the performance of duties by Directors and prepare an audit report as specified by laws and ordinances.
2. Each Auditor may request the Directors and employees to report their business activities at any time and investigate the work or financial status of JAA.
3. Auditors may attend the Board of Directors and may express their opinions when they deem necessary.
Term of Office for Officers
Article 26 The term of office for Directors and Auditors shall be until the conclusion of the final regular General Meeting during the fiscal year ending within 2 years of appointment.
2. If the quorum of Directors and Auditors provided in Article 22, Paragraph 1 is not met, Directors or Auditors who have finished their term of office or who have resigned are obliged to continue serving until a replacement is appointed.
3. The term of office for a Director appointed as a substitute Director or a additional Director shall be until the conclusion of the term of office of the predecessor or other Directors in office.
4. The term of office for an Auditor appointed to fill a vacancy shall be until the conclusion of his or her predecessor’s term of office.
Dismissal of Officers
Article 27 Directors and Auditors can be dismissed pursuant to a resolution of a General Meeting.
Remuneration for Officers
Article 28 Directors and Auditors shall serve without compensation.
A Director or Auditor’s liability for damages
Article 29 If JAA finds that a Director or Auditor is liable for damages as described in Article 111, Paragraph 1 of the Act on Incorporated Associations and Foundations pursuant to laws and ordinances, then the Director or Auditor may, pursuant to a resolution of the Board of Directors, be exempted for the amount obtained by subtracting the minimum amount of liabilities specified in laws and ordinances from the amount of liabilities assessed.
Council and Advisors
Article 30 As a voluntary organization, JAA may appoint up to 30 Councilors and several Advisors.
2. Councilors and Advisors may attend the Board of Directors and express their opinions in response to the consultation with the President or with regard to the matters that the President consults.
3. The President may, pursuant to a resolution of the Board of Directors, delegate Councilors and Advisors from among persons with relevant academic background.
4. The term of office for Councilors and Advisors shall be 2 years. However, Permanent Advisors can be appointed with no set term of office.
5. Councilors and Advisors shall serve without compensation.
Chapter 5 Board of Directors
Composition
Article 31 The JAA shall establish a Board of Directors.
2. The Board of Directors shall consist of all directors.
Authority
Article 32 The Board of Directors shall execute the following duties in addition to those specified in these Articles of Incorporation:
(1) Determining execution of JAA’s operation
(2) Supervising the performance of duties by Directors
(3) Appointing and dismissing the President, the Vice President, or a Managing Director
Convocation of the Board of Directors
Article 33 The Board of Directors shall be convened by the President. If the President has difficulty to convene the Board of Directors, it shall be convened by the Vice President; if both the President and the Vice President have difficulty to convene it, then it shall be convened by an individual designated by the Board of Directors.
Chairperson of the Board of Directors
Article 34 The President shall serve as the Chairperson of the Board of Directors. If the President has difficulty to be the Chairperson, the Vice President shall serve as the Chairperson; if both the President and Vice President have difficulty to be the Chairperson, the Chairperson shall be decided by a mutual vote among the Directors in attendance.
Quorum and Resolutions
Article 35 The Board of Directors may not be held unless a majority of Directors excluding those Directors with a particular interest in the resolution is present.
2. A resolution of the Board of Directors shall be passed with a majority vote of the Directors in attendance who are eligible to vote.
Omission of Resolution
Article 36 If a Director proposes a matter for resolution by the Board of Directors and all directors who are eligible to vote on that proposal consent in writing or via electronic record, resolution of the Board of Directors on such proposal shall be deemed to have been made. However, this provision does not apply if an objection is raised by an Auditor.
Minutes of Board of Directors
Article 37 Minutes of the Board of Directors shall be made in accordance with laws and ordinances, and the President and auditors in attendance will sign or affix their names and seals to those minutes.
Approval for Excecution of Voting Rights
Article 38 An execution of voting rights regarding shares (contribution) held by JAA shall require prior approval of 2/3 or more of the total number of Directors (the current number) at a meeting of the Board of Directors.
Chapter 6 Board of Managing Directors
Board of Managing Directors
Article 39 The JAA shall establish a Board of Managing Directors.
2. The Board of Managing Directors in the preceding paragraph shall consist of the President, the Vice President, and all Managing Directors.
3. The Board of Directors in Paragraph 1 shall execute the duties below. However, these duties exclude duties that must be delegated to an organization other than the Board of Managing Directors or that cannot be delegated to Directors by laws and ordinances, the provisions of these Articles of Incorporation, or a resolution of the Board of Directors.
(1) Decisions on matters submitted to the Board of Directors
(2) Determining execution of operation delegated by the Board of Directors
(3) Discussing matters brought up by the President
4. Directors comprising the Board of Managing Directors must inform the Board of Directors of a decision regarding any item in the preceding paragraph.
5. Matters required for handling the Board of Managing Directors shall be separately provided by resolutions of the Board of Directors.
Chapter 7 Committees and Groups
Committees and Groups
Article 40 JAA may establish Committees and Groups to execute its operation.
Rules on Committees and Groups
Article 41 The types of Committees and Groups, their purview, their organization, and other matters required for Committees and Groups shall be provided by resolutions of the Board of Directors.
Chapter 8 Accounting
Fiscal year
Article 42 The fiscal year for the JAA shall start on January 1 each year and end on December 31 of that year.
Types of Assets
Article 43 JAA’s assets shall be classified as either fundamental property or other property.
2. Fundamental property shall consist of the following:
(1) Assets specified as fundamental property by a resolution of the Board of Directors
(2) Assets donated as fundamental property after the date of the registration of the formation of this non-profit corporation as specified in Article 6, Paragraph 1 of the Act on Drafting of Relevant Laws for Enforcement of the Act on Incorporated Associations and Incorporated Foundations and the Act on the Authorization of Public Associations and Public Foundations
3. Other property shall consist of assets other than fundamental property.
Maintenance and Disposition of Fundamental Property
Article 44 JAA shall endeavor to properly maintain and manage its fundamental property.
2. If JAA disposes a part of fundamental property due to inevitable reasons, it must be approved by the Board of Directors by 2/3 or more of the directors who are eligible to vote.
3. Matters required to properly maintain and dispose of fundamental property shall be separately provided by resolutions of the Board of Directors.
Activity Plan and Income and Expenditure Budget
Article 45 JAA’s activity plan, an income and expenditure budget, and a document describing projected funding and capital investment shall be prepared by the President and approved by the Board of Directors no later than the day prior to the start of each fiscal year. The same applies in the event of a change to those documents.
2. Documents in the preceding paragraph shall be retained at the main office and branch offices until the end of that fiscal year and shall be available to the public.
Activity Reports and Financial Statements
Article 46 After the end of each fiscal year, the President must prepare the documents below and JAA’s Activity Reports and Financial Statements shall have been audited by Auditors and approved by the Board of Directors. Those documents shall be submitted to a regular General Meeting and documents provided by item 1 and 2 must be reported, and documents provided by item 3 to 6 must be approved in the General Meeting.
(1) Activity Reports
(2) Detailed annexes to Activity Reports
(3) Balance sheet
(4) Profit and loss statement (statement of changes in net assets)
(5) Supplimentary schedules for the balance sheet and the profit and loss statement (statement of changes in net assets)
(6) Inventory of assets
Retention of Documents
Article 47 In addition to documents in the preceding article, the following documents shall be retained at the main office for 5 years and at branch offices for 3 years, and shall be available to the public. These Articles of Incorporation shall be retained at the main office and branch offices, and a Member list shall be retained at the main office. Both documents shall be available to the public.
(1) Auditing report
(2) A list of Directors and Auditors
(3) Documents describing the standards for remuneration of Directors and Auditors
(4) Documents describing an overview of the JAA’s governing structure and the status of its activities as well as important figures related to the JAA’s structure and activities thereof.
Calculation of the Remaining Amount of Assets Acquired in the Public Interest
Article 48 Based on provisions of Article 48 of the Ordinance for Enforcement of the Act on the Authorization of Public Associations and Public Foundations, the President shall calculate the remaining amount of assets acquired in the public interest each fiscal year on the final day of that fiscal year and list that amount in a document as described in Item 4 of the preceding article.
Chapter 9 Secretariat
Establishment of a Secretariat
Article 49 JAA shall establish a Secretariat to handle the administrative duties of JAA.
2. The Secretariat shall have a Secretary General, an Assistant Secretariat Chief, and sufficient personnel.
3. The Secretariat General, Assistant Secretariat Chief and other personnel in the Secretariat shall be appointed and dismissed by the President. When appointing or dismissing the Secretariat General or Deputy Secretariat General, the President shall solicit the opinions of the Vice President and Managing Directors.
4. Matters related to the organization and operation of the Secretariat shall be separately provided by resolutions of the Board of Directors.
Chapter 10 Modification of the Articles of Incorporation or Dissolution of JAA
Modification of the Articles of Incorporation
Article 50 These Articles of Incorporation may be amended via a resolution at a General Meeting as described in Article 19, Paragraph 2.
Dissolution
Article 51 JAA may be dissolved in the event provided in laws and ordinances or via a resolution at a General Meeting as described in Article 19, Paragraph 2.
Restriction on Disposition of Surplus Funds
Article 52 JAA may not allocate surplus funds.
Donation of Assets in Association with Revocation of JAA’s status as a non-profit corporation
Article 53 In the event that JAA has its status as a non-profit corporation revoked or JAA ceases to exist due to a merger (except where its rights and obligations are assumed by a non-profit corporation), assets in the amount corresponding to the remaining amount of assets acquired in the public interest shall, pursuant to a resolution of a General Meeting, be donated to a non-profit corporation as specified in Article 5, Item 17 of the Act on the Authorization of Public Associations and Public Foundations, the national government, or a local government within 1 month of the date of revocation of the JAA’s status as a non-profit corporation or the date of the JAA’s merger.
Disposition of Remaining Assets
Article 54 In the event that JAA is liquidated, remaining assets shall, pursuant to a resolution of a General Meeting, be donated to a non-profit corporation as specified in Article 5, Item 17 of the Act on the Authorization of Public Associations and Public Foundations, the national government, or a local government.
Chapter 11 Public Notice
Public Notice
Article 55 Public notices issued by JAA shall be issued electronically.
2. If a public notice per the preceding paragraph cannot be issued electronically due to an accident or other unavoidable circumstances, it may be published in a government gazette.
Supplementary Provisions
- These Articles of Incorporation shall come into effect on the date of the registration of the formation of this non-profit corporation as specified in Article 106, Paragraph 1 of the Act on Drafting of Relevant Laws for Enforcement of the Act on Incorporated Associations and Incorporated Foundations and the Act on the Authorization of Public Associations and Public Foundations.
- When the dissolution of a special corporation under the Civil Code is registered and the formation of a non-profit corporation is registered pursuant to Article 106, Paragraph 1 of the Act on Drafting of Relevant Laws for Enforcement of the Act on Incorporated Associations and Incorporated Foundations and the Act on the Authorization of Public Associations and Public Foundations, the day prior to the day that the dissolution of a special corporation is registered will be the final day of the fiscal year and the day that the formation of a non-profit corporation is registered shall be the starting day of the fiscal year, regardless of the provisions of Article 42.
- The term of office for Directors in office at the time of adoption of these Articles of Incorporation shall conclude when the dissolution of a special corporation and the formation of a non-profit corporation are registered as specified in the preceding paragraph.
- The initial Representative Director of JAA shall be Akira Kawamura (President). Managing Directors shall be Shinichiro Sakagami, Yukukazu Hanamizu, Hiroshi Yokokawa, Nozomu Ohara, Hiroyuki Tezuka, and Yoshihiro Takatori (all Managing Directors).