Articles of Incorporation

Reference text

This English version is provided for international readers. The Japanese articles of incorporation (定款) filed with the competent authority remain the legally authoritative text.

Article 1

This organization shall be called Kyoto Future Music Institute, Specified Non-profit Organization (特定非営利活動法人 京都未来音楽研究所).

Article 2

This organization shall maintain its principal office within Kyoto City.

Article 3

The purpose of this organization is to broaden spaces for exchange and creation through music, root in society mechanisms that nurture communication through music and inner richness, share the value of music across generations, and contribute to a society in which creativity, sensitivity, and expressive capacity are passed sustainably to the next generation.

Article 4

To achieve its purpose, this organization shall carry out the following types of specified non-profit activities listed in the Schedule to Article 2 of the Act on Promotion of Specified Non-profit Activities (hereinafter, the “Act”):

1. Activities to promote social education
2. Activities to promote community development
3. Activities to promote academics, culture, the arts, or sports
4. Activities to promote the sound upbringing of children
5. Activities to support the development of vocational abilities or the expansion of employment opportunities
6. Activities to promote the development of an information-based society

Article 5

To achieve its purpose, this organization shall carry out the following businesses:

(1) Businesses related to specified non-profit activities

1. Dissemination of improvisation through internet distribution
2. Production of content for such distribution
3. Improvisation workshop programs
4. Dispatch of instructors
5. Exchange gatherings and events
6. Music programs conducted in cooperation with, or under commission from, the national or local government
7. Research and system-building related to music
8. Development and support of human resources in the field of music
9. All businesses incidental or related to each of the preceding items

(2) Other businesses

1. Sale of goods related to music and to the activities of this organization

2. The businesses listed in item (2) of the preceding paragraph shall be carried out only insofar as they do not interfere with the businesses listed in item (1), and any profit generated shall be applied to the businesses listed in item (1).

Article 6

Members of this organization shall be of the following categories. Regular members shall constitute the members (社員) under the Act.

1. Regular members: individuals who agree with the purpose of this organization and join to participate in its operation
2. Associate members: individuals who agree with the purpose of this organization and join
3. Online members: members who join and participate only online
4. Sustaining members: individuals, organizations, and corporations that join to support the activities of this organization

Article 7

No special conditions shall be set for admission as a member.

2. A person wishing to join as a member shall apply to the Chair using an application form separately prescribed by the Chair. The Chair shall approve admission unless there is a legitimate reason not to do so.

3. If the Chair does not approve admission under the preceding paragraph, the Chair shall promptly notify the applicant in writing with reasons.

Article 8

Members shall pay enrollment fees and dues as separately determined by the general meeting.

Article 9

A member shall lose membership upon falling under any of the following:

1. Submission of a notice of withdrawal
2. Death of the member, or dissolution of a member organization
3. Failure to pay dues for more than one consecutive year
4. Expulsion

Article 10

A member may voluntarily withdraw by submitting a withdrawal form separately prescribed by the Chair to the Chair.

Article 11

A member may be expelled by resolution of the general meeting if the member falls under any of the following. In such case, the member shall be given an opportunity to explain before the resolution.

1. Violation of these articles
2. Conduct that injures the reputation of this organization or is contrary to its purpose

Article 12

This organization shall have the following officers:

1. Directors: not fewer than three and not more than ten
2. Auditors: not fewer than one and not more than three

2. Among the directors, one shall serve as Chair and one as Vice Chair.

Article 13

Directors and auditors shall be appointed at the general meeting.

2. The Chair and Vice Chair shall be elected by and from among the directors.

3. For each officer position, more than one spouse or relative within the third degree of kinship shall not be included among the officers, nor shall the officer together with his or her spouse and relatives within the third degree of kinship exceed one-third of the total number of officers.

4. An auditor shall not concurrently serve as a director or staff member of this organization.

Article 14

The Chair shall represent this organization and supervise its affairs.

2. Directors other than the Chair shall not represent this organization in its affairs.

3. The Vice Chair shall assist the Chair and, when the Chair is unable to act or is absent, shall perform the Chair’s duties.

4. Directors shall constitute the board of directors and, in accordance with these articles and resolutions of the board, execute the affairs of this organization.

5. Auditors shall audit the execution of duties by directors and the condition of the organization’s property, and as necessary report to the general meeting or competent authority, convene the general meeting, and state opinions to directors.

Article 15

The term of office of officers shall be two years; reappointment shall not be precluded. If successor officers have not been appointed, the term shall extend until the conclusion of the first general meeting after the last day of the term. The term of an officer appointed as a substitute or additional officer shall be the remaining term of the predecessor or current officer.

Articles 16–19

When more than one-third of the fixed number of directors or auditors is vacant, the vacancy shall be filled without delay. An officer may be removed by resolution of the general meeting after being given an opportunity to explain, if the officer is unable to perform duties or has violated obligations. Officers may receive remuneration within the range of not more than one-third of the total number of officers and may be reimbursed for expenses required in the performance of duties. This organization may appoint a secretary-general and other staff, who shall be appointed and dismissed by the Chair.

Articles 20–29

The general meeting shall consist of ordinary and extraordinary meetings, composed of regular members. It shall resolve important matters including amendments to these articles, dissolution and merger, business plans and activity budgets, business reports and activity settlements, appointment and removal of officers, amounts of enrollment fees and dues, and other matters related to operation. An ordinary general meeting shall be held once per business year and shall be constituted by attendance of not less than one-half of all regular members. Except as provided in these articles, matters shall be decided by a majority of regular members present. Each regular member shall have equal voting rights; voting and proxy by document or electromagnetic means shall be permitted. Minutes of general meeting proceedings shall be prepared.

Articles 30–37

The board of directors shall be composed of directors and shall resolve matters to be submitted to the general meeting, matters related to execution of resolutions of the general meeting, and other matters related to execution of affairs not requiring a general meeting resolution. The board shall be convened by the Chair, who shall serve as chair of the meeting. Matters shall be decided by a majority of all directors. Each director shall have equal voting rights. Minutes of board proceedings shall be prepared.

Articles 38–48

The assets of this organization shall consist of property at the time of establishment, enrollment fees and dues, donated property, income from property, income from business activities, and the like. Accounting shall follow the principles set forth in Article 27 of the Act and shall be divided between accounting for businesses related to specified non-profit activities and accounting for other businesses. The Chair shall prepare the business plan and activity budget, which shall be resolved by the general meeting. Settlement documents including the business report, statement of activities, balance sheet, and inventory of property shall be prepared by the Chair after the end of each business year, audited by the auditor, and resolved by the general meeting. The business year shall begin on January 1 and end on December 31 of each year.

Articles 49–52

Amendments to these articles shall require a resolution of not less than three-fourths of regular members present at the general meeting; where matters prescribed in Article 25, paragraph 3 of the Act are changed, certification of the competent authority shall be obtained. Dissolution shall occur by resolution of the general meeting, impossibility of success of the specified non-profit activities that are the purpose, loss of all regular members, merger, commencement of bankruptcy proceedings, or revocation of establishment certification by the competent authority. Remaining property shall be transferred to a recipient resolved by the general meeting from among those listed in Article 11, paragraph 3 of the Act.

Articles 53–54

Public notice by this organization shall be made by publication in the official gazette. However, public notice of the balance sheet may be made by publication on the organization’s website. Detailed rules necessary for the enforcement of these articles shall be established by the Chair after resolution of the board of directors.

Officers at the time of establishment

Enrollment fees and dues at the time of establishment

These articles shall take effect from the date of establishment of this organization. The terms of officers at establishment, the business plan and activity budget, and the business year shall be as determined by the inaugural general meeting and the supplementary provisions.