Articles of Association
Japan RPF Association Articles of Association
Chapter 1 General Provisions
Article 1 This association shall be called the Japan RPF Industry Association.
In English, it is indicated as Japan RPF Association, and abbreviated as JRPF.
Article 2 This association has its principal office in Chiyoda-ku, Tokyo.
2. This association can establish a secondary office by resolution of the Board of Directors.
Article 3 This association promotes information exchange and measures on, among other things, the manufacturing, sales, and quality control of RPF solid recovery fuel(RPF is an abbreviation for “Refuse derived Paper & Plastics densified Fuel” and hereinafter is referred to as “RPF”)with the purpose of contributing to the sound development of relevant companies, improving domestic industry and promoting a recycling-oriented society.
Article 4 This association conducts the following business in order to achieve the objectives outlined in the preceding article.
(1) Investigate, report and advise on industry-related trends and administration as it relates to RPF
(2) Promote advancement measures in the corporate management of companies engaged in the manufacture and sales of RPF
(3) Conduct research studies into the diversification and advancement in the quality and safety of RPF
(4) Research and surveys related to RPF manufacturing facilities, RPF combustion equipment and so forth
(5) Conduct consultant work related to RPF manufacturing facilities and RPF combustion equipment
(6) Conduct statistical research on the production, sales and consumption of RPF manufacturing equipment, and RPF combustion equipment
(7) Promotion of RPF and Public Relations Activities
(8) In addition to what is listed in each of the preceding items, conduct all business necessary in order to achieve the purpose of this association
(Method of Public Notice)
Article 5 This association’s public notice is to be posted in a highly visible public location in its main office.
Chapter 2 Employees and Members
(Types of membership)
Article 6 Members of this juridical body shall be the following two members, with regular members as employees of a general incorporated foundation and general foundation association (hereinafter referred to as the “General Association Law”).
(1) Regular members are those corporations, organizations or individuals engaged in the manufacturing and sales activities of RPF
(2) Supporting members are those corporations, organizations or individuals who endorse the purpose of this corporation
Article 7 Any individual intending to become a member of this association must first submit a completed application to this association’s chairman upon the recommendation of one or more regular or supporting members and must also obtain the Board of Director’s approval.
2. Regular members of corporations or organizations must submit notification to the chairman and stipulate those individuals who will exercise those rights, as the representatives of their corporation or organization, in regards to this association(hereinafter known as the “Member Representative”).
(Enrollment fee, Dues and Contributions)
Article 8 Members must pay the stipulated enrollment fee and membership dues separately at the general meeting of members in order to allot for expenses ordinarily arising from this association’s business activities.
2. This association can, when it is necessary to implement projects, collect money for expenses related to the execution of those projects upon obtaining the approval of the Board of Directors(hereinafter called “Contributions”).
(Resignation from Membership)
Article 9 When a member intends to resign their membership from this association, that individual must submit a written notice to the chairman one month in advance.
(Expulsion from Membership)
Article 10 If a member falls under any one of the following items, this association may remove that member by a resolution at the general meeting of members.
(1) When in violation of the articles of association or rules
(2) When a member damages this association’s honor or has acted in a manner contrary to this association’s purpose
(3) When there are legitimate grounds for the member to be excluded
2. In the case that there is an intention to remove a member pursuant to the provisions of the preceding paragraph, that individual shall be notified of the said fact one week prior to the day of the general meeting of members who will at that time make a resolution of expulsion and provide the member the opportunity of defense at the general meeting.
(Loss of Membership Qualification)
Article 11 In addition to the preceding Article, a member shall lose their qualification if they fall under one of the following items.
(1) When members resign from membership
(2) Upon receiving a declaration of death or disappearance
(3) When the member corporation or organization is dissolved or bankrupt
(4) When the member has not remitted dues and contributions for more than one year after a reminder notice has been issued
(5) When a regular member discontinues a project
(Rights and obligations accompanying loss of membership qualification)
Article 12 When a member loses their membership qualification pursuant to the provisions of Article 10 or the preceding article, that individual loses the rights to and is exempt from obligations to this association. However, members are unable to avoid unperformed duties and obligations not met.
2. Even if the member loses their qualification, this association will not return the enrollment fee, membership dues and contributions already paid.
Article 13 Members must promptly notify this association when there is a change in name or title, address or member representative.
Chapter 3 General Membership Meeting
Article 14 The General Membership Meeting shall consist of all regular members.
2. The number of voting rights at the General Membership Meeting shall be one vote per regular member.
(Types of Meetings)
Article 15 There are two types of General Membership Meetings of this association; The General Meeting of Regular Members and the General Meeting of Temporary Members.
2. An annual General Meeting of Regular Members is held within three months after the end of each business year and the General Meeting of Temporary Members is held when it is necessary.
Article 16 The General Membership Meeting shall decide matters stipulated in the General Corporate Law and the following matters.
(1) Removal of members
(2) Appointment or removal of directors and auditors
(3) Approval of balance sheet and income statement
(4) Amendments to the Articles of Association
(5) Dissolution and disposition of residual assets
(6) Matters determined by laws or the Articles of Association to be resolved at the General Membership Meeting
Article 17 The General Membership Meeting shall be convened by the chairman pursuant to a resolution of the Board, unless otherwise determined by laws and regulations.
2. A full member holding more than a quarter of the voting rights of the total number of full members can request the chairman to convene a General Membership Meeting, indicating the purpose for the meeting and the reasons for the convocation.
3. When there is a request pursuant to the provisions of the preceding paragraph, the chairman shall issue a notice of convocation for a general meeting of members. The day following six (6) weeks from the date of the request is the day of the general meeting of members.
4. In order to convene a general meeting, the chairman must issue a notice to the regular members two weeks prior to the day of the general meeting in a document stating the meeting’s date, time, location, purpose and matters to be addressed.
Article 18 The association’s chairman is the chairperson for the General Members Meeting. However, when holding a general meeting of temporary workers pursuant to the provisions of paragraph 2 of the preceding article, the chairperson for the said meeting shall be elected from among the attending regular members.
Article 19 Resolution of the General Membership Meeting shall be made with a majority of the regular members in attendance in which the members attending hold a majority of the voting rights of the full regular members, unless otherwise stipulated in laws and ordinances or the Articles of Association.
2. The provisions of the preceding paragraph notwithstanding, the following matters shall be carried out by a majority, which is more than half of the total regular members and which is more than two-thirds of the voting rights of the full regular members.
(1) Removal of members
(2) Removal of Auditor
(3) Amendments to the Articles of Association
(5) Other matters stipulated by laws and regulations
3. Full members who can not attend the General Membership Meeting due to unavoidable reasons may, with advance notification, exercise their voting rights in writing, or delegate the exercise of their voting rights to other regular members acting as their proxy in the said matters.
(Omission of Resolution)
Article 20 When a director or a regular member puts forth a proposition on a matter related to the objectives of the General Membership Meeting, and when all regular members have unanimously made a written declaration of intent to approve the proposition, then that proposition shall be regarded as a resolution of the general membership meeting stating the approval of that proposition.
Article 21 Minutes for the General Membership Meeting proceedings shall be prepared pursuant to the provisions of the laws and ordinances.
2. The chairman and two signatory persons to be elected from among the regular members in attendance at the General Membership Meeting shall sign and stamp the minutes of the preceding paragraph.
Chapter 4 Officers
(Type and number of officers)
Article 22 The following officers shall be in place in this association.
(1) Directors More than 3 but less than 10
(2) Auditors 1-2
2. One director shall be named chairman.
3. Two or more vice chairmen, one managing director, and two or more executive directors can be included among the directors.
(Election of officers etc.)
Article 23 Directors and auditors are to be appointed from among the regular members in the General Membership Meeting(representative members in the case of member corporations and organizations,what follows is the same). However, it is possible to appoint a person other than a regular member in cases where it is deemed particularly necessary, limited to two for director and one for auditor.
2. The chairman, vice chairman, managing director, executive director shall be determined by the mutual election of directors at the executive board meeting.
3. An auditor can not concurrently serve as a director and employee.
(Duties of Officers)
Article 24 The Director shall perform the following duties.
(1) The Chairman shall be the Representative Director, representing this association as well as presiding over its operations.
(2) The Vice Chairman shall be an Executive Director.
(3) The Vice Chairman will assist the Chairman, manage this association’s operations and perform the duties of the Chairman taking charge of this association’s business should the Chairman go missing or be involved in an accident.
(4) The Managing Director shall assist the Chairman and the Vice Chairman and will take charge of the administration of this association’s business.
(5) The Executive Director assists the Managing Director and administers this association’s business.
(6) The Directors shall constitute the Board of Directors and determine the business execution for this association.
2. Auditors shall perform the following duties.
(1) Audit the assets and accounting of this association
(2) Audit the business performance of the directors
(3) When auditors discover any impropriety or dishonest facts regarding business performance, accounting or assets, they must report such facts without delay to the Board of Directors.
(4) To exercise the legal and regulatory authority approved by other auditors
3. Every Director shall be appointed by the Chairman as a committee member to one of the committees.
(Officer Term of Office)
Article 25 The term of office shall be up to the closing of the General Membership Meeting of Regular Employees concerning the previous business year and ends within two years after election. However, this does not exclude reappointment.
2. The term of officers appointed by substitution shall be the remaining term of the predecessor.
3. Should the number of executives be insufficient to the number of officers listed in Article 22 due to the expiration of term or resignation, those officers shall still have the rights and obligations as officers until newly appointed officers take office.
(Removal of Officers)
Article 26 Officers may be dismissed by a resolution of a General Membership Meeting.
(Remuneration of officers)
Article 27 There is no monetary compensation for officers of this association. However, officers can be reimbursed for those expenses necessary to carry out this associations business and administration.
2. Matters related to the preceding paragraph shall be separately determined by the chairman based upon a resolution by the Board of Directors.
Article 28 As a voluntary institution it is possible to have no more than two consultants within this association.
2. After resolution by the Board of Directors, consultants shall be appointed by the chairman from among those with academic knowledge or those who have worked well with this association.
3. Consultants can give their opinions to the chairman and answer the chairmans questions regarding the operational management of this association.
4. The provisions of Article 25, paragraph 1 and the preceding article shall correspondingly apply to consultants.
Chapter 5 Board of Directors
Article 29 The Board of Directors shall be established for this association.
2. The Board of Directors shall be comprised of all Directors.
3. Auditors may attend Board of Directors meetings and state their opinions.
Article 30 The Board of Directors shall perform the following duties in addition to those items stipulated in the Articles of Association and by law and regulation.
(1) Determine this association’s business management
(2) Supervise directors and their execution of duties
(3) Select and dismiss the chairman, vice chairman, executive director, managing director, committee chairperson
(4) Establish committees
(Holding of meetings)
Article 31 The Board of Directors shall be comprised of the normal Board of Directors and the Temporary Board.
2. Usually, board meetings are held twice each year.
3. The extraordinary board meetings shall be held in the following cases:
(1) When the chairman deems such a meeting necessary
(2) When a director other than the chairman makes a request for a convocation by indicating the purpose of the meeting and the reason for the convocation
4. At least two-thirds of the directors who can participate in the voting will attend the resolution of the Board of Directors and will decide by a majority of the attending directors.
(Omission of voting)
Article 32 When a director puts forth a proposition on a matter related to objectives set by a resolution from the Board of Directors, and in regards to that proposal, when all directors who can participate in that vote have indicated through writing a unanimous intent to approve that proposal, then it shall be regarded as a resolution from the Board of Directors stating approval of that proposition. However, that is not the case when the auditor makes an objection.
Article 33 For proceedings of the Board of Directors meetings, minutes shall be prepared pursuant to the provisions of laws and ordinances.
2. The minutes shall be signed or sealed by the representative director and auditor in attendance.
Chapter 6 Property and Accounting
(Organization of Property)
Article 34 This association’s property shall constitute the following items.
(1) Property stated in the property list at the time of this association’s establishment
(2) Enrollment fee, membership dues and contributions stipulated in Article 8
(4) Revenues arising from property
(5) Revenue from business
Article 35 The assets of this association are to be managed by the chairman, and the method of management shall be according to a resolution from the Board of Directors.
(Payment of expenses)
Article 36 The expenses of this association shall be supported by means of this association’s property.
(Business plan and Budget)
Article 37 The business plan and budget for this association is to be prepared by the chairman, approved by the Board of Directors and the approval of the General Membership Meeting must be obtained. However, should there be a time when, owing to unforeseen circumstances, the budget is not established prior to the start of the new business year, the chairman may, with the approval of the Board of Directors, obtain income and expenditures based on the budget of the previous year, until the day on which the new budget is established.
2. The proviso income and expenditures of the preceding paragraph shall be deemed the income and expenditures of the newly established budget.
(Business Reports and Account Settlement)
Article 38 The annual business report, income and expenditure account statement and property inventory of this association shall be prepared by the chairman without delay after the end of every business year, subject to the audit of the auditor, and upon being approved by the executive board at the Annual General Membership Meeting.
2. This association shall publish without delay, as pursuant to the provisions of laws and regulations, the annual business report and other documents after the closing of the Annual General Membership Meeting.
Article 39 This association may, by resolution from the General Membership Meeting, establish special accounts when it is deemed necessary for business execution.
2. The accounting for the special accounts set forth in the preceding paragraph shall be organized and categorized with General Accounting.
(Disposition of Surplus)
Article 40 When surplus is incurred in the account settlement of this association, it is not possible to distribute it, carry it forward to the next business year, accumulate all or part of it, or to obtain a resolution from the General membership Meeting.
Article 41 The business year of this association begins on April 1 each year and ends on March 31 of the following year.
(Official documents and Account ledgers)
Article 42 This association must prepare and place each of the following documents in the office.
(1) Articles of Association
(2) Membership list
(3) Documents detailing the names of the directors and auditors
(4) Registration documents
(5) Documents on the General Membership Meetings and the proceedings of the Board of Directors meetings
(6) Business plan and budget documents
(7) Business reports and accounting documents
(8) Audit reports
(9) Additional required documents and books
Chapter 7 Amendments to the Articles of Association, Association Dissolution, Disposition of Residual Assets
(Amendment to the Articles of Association)
Article 43 Changes to this association’s Articles of Association can not be made without majority approval equivalent to two-thirds of the voting rights of the total regular members, which is more than half of the total regular members, at the General Membership Meeting.
Article 44 This association shall be dissolved when applicable to the following matters.
(1) Resolution by the General Membership Meeting
(2) Insufficient number of regular members
(3) Decision to begin bankruptcy procedures
(4) Merger whereby this association will cease to exist
(5) A trial ordering dissolution under the provisions of Article 261 (1) or 268 of the General Corporate Act
2. In the event that this association is to be dissolved based on the provision of item 1 of the preceding paragraph, it is to be performed with a majority approval equivalent to two-thirds of the voting rights of the total regular members, which is more than half of the total regular members, at the General Membership Meeting.
(Disposition of residual assets)
Article 45 Regarding the disposition of this association’s residual assets, in the event of the liquidation of this association, those residual assets shall, by resolution at the General Membership Meeting, and pursuant to Article 5, Item 17 of the Certification of Public Interest Incorporated Associations and Public Interest Incorporated Associated Companies Act, be donated to other local or national public organizations that have objectives similar to this association.
Chapter 8 Other Organizations
Article 46 This association will establish the following committees as necessary in order to advance its business.
(1) General Affairs/Public Relations Committee
(2) Technology and Quality Committee
(3) Other committees as deemed necessary
2. Members belonging to this association must cooperate positively when receiving requests from each committee.
3. An individual who intends to become a full member of this association shall indicate that they will assume the responsibilities of committee member to any of the respective committees at the time they apply for enrollment. However, they can also report concurrent positions.
4. The Board of Directors will determine the required items for the organizational management of the committees.
Article 47 Establish a business office to handle the business affairs for this association.
2. The business office shall have an Secretary General and staff members.
3. The Secretary General of the business office shall be appointed by the Board of Directors, and the appointment and removal of staff members shall be carried out by the chairman.
4. The Secretary General shall manage business matters decided on in the General membership Meetings, handle the daily office administration and take charge of this association’s business matters based upon a resolution from the Board of Directors.
5. The Board of Directors will determine the required matters for the organizational management of the business office.
Chapter 9 Supplementary Rules
Article 48 In addition to what is provided for in these Articles of Association, those matters necessary for the implementation of this association shall be determined separately by the chairman with the resolution from the Board of Directors.