Chapter 1 General Provisions

(Name)

Article 1 This Corporation shall be called 認定特定非営利活動法人REALE WORLD, and its English name shall be Approved Specified Nonprofit Corporation REALE WORLD.

(Office)

Article 2 This Corporation shall have its principal office at 1317-5030 Futo, Ito City, Shizuoka Prefecture.

Chapter 2 Purpose and Projects

(Purpose)

Article 3 This Corporation, serving the general public at large, shall undertake initiatives in a variety of fields, including football, music, culture, international exchange and agricultural support. Through these initiatives, and in response to the emotional problems faced by adults and children as well as to social and environmental problems, this Corporation shall promote, both in Japan and internationally, exchanges that deepen mutual understanding across the differences between adults and children, and between countries, religions and values. By building communities in which people collaborate to achieve a common goal, this Corporation aims to help people gain not only physical and mental health but also the strength to live and the ability to accept one another, and thereby to contribute to creating an environment for the formation of a sound and internationalized society.

(Types of Specified Nonprofit Activities)

Article 4 In order to achieve its purpose, this Corporation shall carry out the following types of specified nonprofit activities:

(1) Activities to promote health, medical care or welfare;

(2) Activities to promote social education;

(3) Activities to promote community development;

(4) Activities to promote tourism;

(5) Activities to promote farming, mountain and fishing villages and/or hilly and mountainous areas;

(6) Activities to promote academic research, culture, arts or sports;

(7) Activities to conserve the environment;

(8) Disaster relief activities;

(9) Activities to protect human rights and promote peace;

(10) International cooperation activities;

(11) Activities to promote the sound development of children;

(12) Activities to revitalize economic activities;

(13) Activities to support the development of vocational skills and/or the expansion of employment opportunities;

(14) Activities of liaison, advice or assistance concerning the operation or activities of organizations carrying out any of the activities listed in the preceding items.

(Projects)

Article 5 In order to achieve its purpose, this Corporation shall carry out the following projects:

(1) Projects related to specified nonprofit activities

(i) Projects that nurture the mind through culture, sports and other means;

(ii) Workshop projects on improving physical and mental health and fostering communication skills;

(iii) International exchange projects that deepen mutual understanding through learning about the cultures and histories of other countries;

(iv) Merchandise sales projects arising from support for the development of vocational skills and the expansion of employment opportunities;

(v) Publishing projects to nurture the minds of children;

(vi) Projects that provide agricultural support in rural areas and promote the physical and mental health and problem-solving abilities of young people;

(vii) Awareness-raising projects, including organizing events, exhibiting at events and publishing bulletins;

(viii) Projects related to mutual assistance within local communities in times of disaster;

(ix) Projects supporting organizations that share the same purpose;

(x) Other projects necessary to achieve the purpose.

Chapter 3 Members

(Categories)

Article 6 The members of this Corporation shall be of the following two categories, and Regular Members shall be the members under the Act on Promotion of Specified Nonprofit Activities (hereinafter referred to as “the Act”):

(1) Regular Members: individuals and organizations that have joined for the purpose of fulfilling the core objectives of this Corporation;

(2) Supporting Members: individuals and organizations that have joined for the purpose of supporting projects conducted by this Corporation.

(Admission)

Article 7 No particular conditions shall be imposed on the admission of members.

2 A person wishing to join as a member shall apply to the Representative Director using the application form separately prescribed by the Representative Director, and the Representative Director shall approve the admission unless there is a justifiable reason not to do so.

3 When the Representative Director does not approve the admission of a person under the preceding paragraph, the Representative Director shall promptly notify that person in writing, stating the reasons.

(Admission Fee and Membership Dues)

Article 8 Members shall pay the admission fee and membership dues separately determined at the General Meeting.

(Loss of Membership)

Article 9 A member shall lose membership when the member falls under any of the following items:

(1) When the member submits a notice of withdrawal;

(2) When the member dies, or when the member organization ceases to exist;

(3) When the member fails to pay membership dues for one year or more consecutively;

(4) When the member is expelled.

(Withdrawal)

Article 10 A member may voluntarily withdraw by submitting to the Representative Director a notice of withdrawal in the form separately prescribed by the Representative Director.

(Expulsion)

Article 11 When a member falls under any of the following items, the member may be expelled by resolution of the General Meeting. In such a case, the member shall be given an opportunity to explain before the resolution is adopted.

(1) When the member violates these Articles of Incorporation or other rules;

(2) When the member damages the reputation of this Corporation or acts contrary to its purpose.

(Non-refund of Contributions)

Article 12 Admission fees, membership dues and other contributions in money or in kind that have already been paid shall not be refunded.

Chapter 4 Officers and Staff

(Categories and Number)

Article 13 This Corporation shall have the following officers:

(1) Directors: three or more;

(2) Auditors: one or more.

2 Of the Directors, one shall be the Representative Director and one or more shall be Vice Representative Directors.

(Election, etc.)

Article 14 Directors and Auditors shall be elected at the General Meeting.

2 The Representative Director and Vice Representative Directors shall be elected by mutual vote among the Directors.

3 For each officer, the officers shall not include more than one person who is the spouse of, or a relative within the third degree of kinship of, that officer, nor shall that officer together with the officer’s spouse and relatives within the third degree of kinship account for more than one-third of the total number of officers.

4 A person who falls under any of the items of Article 20 of the Act may not become an officer of this Corporation.

5 An Auditor may not concurrently serve as a Director or as a staff member of this Corporation.

(Duties)

Article 15 The Representative Director shall represent this Corporation and preside over its business.

2 Directors other than the Representative Director shall not represent this Corporation with respect to its business.

3 The Vice Representative Directors shall assist the Representative Director and, when the Representative Director is incapacitated or the office of the Representative Director is vacant, shall perform the duties of the Representative Director in the order designated in advance by the Representative Director.

4 The Directors shall constitute the Board of Directors and shall execute the business of this Corporation in accordance with the provisions of these Articles of Incorporation and the resolutions of the Board of Directors.

5 The Auditors shall perform the following duties:

(1) To audit the status of the execution of business by the Directors;

(2) To audit the status of the assets of this Corporation;

(3) If, as a result of the audit under the preceding two items, any wrongful act or any material fact in violation of laws and regulations or of these Articles of Incorporation is found with respect to the business or assets of this Corporation, to report it to the General Meeting or to the competent authority;

(4) To convene a General Meeting when necessary to make the report under the preceding item;

(5) To state opinions to the Directors on the status of the execution of business by the Directors or on the status of the assets of this Corporation, or to request the convocation of a meeting of the Board of Directors.

(Term of Office, etc.)

Article 16 The term of office of officers shall be two years; provided, however, that re-election shall not be precluded.

2 Notwithstanding the provision of the preceding paragraph, if no successor officer has been elected, the term of office shall be extended until the conclusion of the first General Meeting held after the last day of the term.

3 The term of office of an officer appointed to fill a vacancy or due to an increase in the number of officers shall be the remaining term of the predecessor or of the incumbent officers, respectively.

4 Even after resignation or expiration of the term of office, an officer shall continue to perform the duties of office until a successor assumes office.

(Filling of Vacancies)

Article 17 When vacancies arise among the Directors or Auditors exceeding one-third of their respective prescribed numbers, the vacancies shall be filled without delay.

(Dismissal)

Article 18 When an officer falls under any of the following items, the officer may be dismissed by resolution of the General Meeting. In such a case, the officer shall be given an opportunity to explain before the resolution is adopted.

(1) When the officer is found to be unable to perform the duties of office;

(2) When the officer has breached the duties of office or engaged in any other conduct unbecoming of an officer.

(Remuneration, etc.)

Article 19 Officers may receive remuneration, provided that the number of officers receiving remuneration does not exceed one-third of the total number of officers.

2 Officers may be reimbursed for expenses incurred in performing their duties.

3 Necessary matters concerning the preceding two paragraphs shall be separately determined by the Representative Director after a resolution of the General Meeting.

(Staff)

Article 20 This Corporation may have a Secretary General and other staff.

2 Staff shall be appointed and dismissed by the Representative Director.

Chapter 5 General Meetings

(Categories)

Article 21 The General Meetings of this Corporation shall be of two kinds: Ordinary General Meetings and Extraordinary General Meetings.

(Composition)

Article 22 The General Meeting shall be composed of the Regular Members.

(Powers)

Article 23 The General Meeting shall resolve the following matters:

(1) Amendment of the Articles of Incorporation;

(2) Dissolution and merger;

(3) Expulsion of members;

(4) Business plans and budgets, and changes thereto;

(5) Business reports and financial statements;

(6) Election or dismissal, duties and remuneration of officers;

(7) Amounts of the admission fee and membership dues;

(8) Borrowings (excluding short-term borrowings to be repaid from revenues within the same business year; the same applies in Article 51), the assumption of other new obligations and the waiver of rights;

(9) Vesting of residual assets upon dissolution;

(10) Organization and operation of the secretariat;

(11) Other important matters concerning operations.

(Holding of Meetings)

Article 24 The Ordinary General Meeting shall be held once every business year.

2 An Extraordinary General Meeting shall be held in any of the following cases:

(1) When the Board of Directors deems it necessary and requests its convocation;

(2) When a request for convocation is made in writing, stating the matters that are the purpose of the meeting, by one-fifth or more of all Regular Members;

(3) When it is convened by an Auditor pursuant to the provision of Article 15, paragraph 5, item 4.

(Convocation)

Article 25 The General Meeting shall be convened by the Representative Director, except in the case of Article 24, paragraph 2, item 3.

2 When a request is made pursuant to the provisions of Article 24, paragraph 2, items 1 and 2, the Representative Director shall convene an Extraordinary General Meeting within 30 days from the date of the request.

3 When convening a General Meeting, notice shall be given in writing, stating the date and time, place, purpose and matters to be deliberated, at least five days before the meeting.

(Chairperson)

Article 26 The chairperson of a General Meeting shall be elected at that General Meeting from among the Regular Members present.

(Quorum)

Article 27 A General Meeting may not be opened unless one-half or more of all Regular Members are present.

(Resolutions)

Article 28 Matters to be resolved at a General Meeting shall be those notified in advance pursuant to the provision of Article 25, paragraph 3.

2 Except as otherwise provided in these Articles of Incorporation, the proceedings of a General Meeting shall be decided by a majority of the Regular Members present, and in the case of a tie, the chairperson shall decide.

3 When a Director or a Regular Member makes a proposal concerning a matter that is the purpose of a General Meeting, and all Regular Members express their consent in writing or by electromagnetic record, a resolution of the General Meeting approving the proposal shall be deemed to have been adopted.

(Voting Rights, etc.)

Article 29 Each Regular Member shall have equal voting rights.

2 A Regular Member who is unable to attend a General Meeting for unavoidable reasons may vote on the matters notified in advance in writing or by electromagnetic means, or may delegate voting to another Regular Member as proxy.

3 A Regular Member who has voted pursuant to the provision of the preceding paragraph shall be deemed to have attended the General Meeting for the purposes of Article 27, Article 28, paragraph 2, Article 30, paragraph 1, item 2 and Article 52.

4 A Regular Member who has a conflict of interest in a resolution of the General Meeting may not participate in the vote on that matter.

(Minutes)

Article 30 Minutes stating the following matters shall be prepared for the proceedings of a General Meeting:

(1) Date, time and place;

(2) Total number of Regular Members and number of those present (where there are members voting in writing or by proxy, their number shall be noted);

(3) Matters deliberated;

(4) Summary of the proceedings and results of resolutions;

(5) Matters concerning the selection of minutes signatories.

2 The minutes shall bear the names and seals, or the signatures, of the chairperson and of two or more minutes signatories selected at that meeting.

3 Notwithstanding the provisions of the preceding two paragraphs, where a resolution of the General Meeting is deemed to have been adopted because all Regular Members expressed their consent in writing or by electromagnetic record, minutes stating the following matters shall be prepared:

(1) The content of the matter for which a resolution of the General Meeting is deemed to have been adopted;

(2) The name of the person who proposed the matter in the preceding item;

(3) The date on which the resolution of the General Meeting is deemed to have been adopted;

(4) The name of the person who performed the duty of preparing the minutes.

Chapter 6 Board of Directors

(Composition)

Article 31 The Board of Directors shall be composed of the Directors.

(Powers of the Board of Directors)

Article 32 In addition to the matters provided for in these Articles of Incorporation, the Board of Directors shall resolve the following matters:

(1) Matters to be submitted to the General Meeting;

(2) Matters concerning the execution of matters resolved by the General Meeting;

(3) Other matters concerning the conduct of the Corporation’s affairs that do not require a resolution of the General Meeting.

(Holding of Meetings)

Article 33 A meeting of the Board of Directors shall be held in any of the following cases:

(1) When the Representative Director deems it necessary;

(2) When a request for convocation is made in writing, stating the matters that are the purpose of the meeting, by one-half or more of all Directors;

(3) When a request for convocation is made by an Auditor pursuant to the provision of Article 15, paragraph 5, item 5.

(Convocation)

Article 34 Meetings of the Board of Directors shall be convened by the Representative Director.

2 When a request is made pursuant to the provisions of Article 33, items 2 and 3, the Representative Director shall convene a meeting of the Board of Directors within 14 days from the date of the request.

3 When convening a meeting of the Board of Directors, notice shall be given in writing, stating the date and time, place, purpose and matters to be deliberated, at least five days before the meeting.

(Quorum)

Article 35 A meeting of the Board of Directors may not be held unless one-half or more of all Directors are present.

(Chairperson)

Article 36 The Representative Director shall serve as chairperson of meetings of the Board of Directors.

(Resolutions)

Article 37 Matters to be resolved at a meeting of the Board of Directors shall be limited to those notified in advance pursuant to the provision of Article 34, paragraph 3.

2 The proceedings of the Board of Directors shall be decided by a majority of all Directors, and in the case of a tie, the chairperson shall decide.

(Voting Rights, etc.)

Article 38 Each Director shall have equal voting rights.

2 A Director who is unable to attend a meeting of the Board of Directors for unavoidable reasons may vote on the matters notified in advance in writing or by electromagnetic record.

3 A Director who has voted pursuant to the provision of the preceding paragraph shall be deemed to have attended the meeting of the Board of Directors for the purposes of Article 37, paragraph 2 and Article 39, paragraph 1, item 2.

4 A Director who has a conflict of interest in a resolution of the Board of Directors may not participate in the vote on that matter.

(Minutes)

Article 39 Minutes stating the following matters shall be prepared for the proceedings of the Board of Directors:

(1) Date, time and place;

(2) Total number of Directors, number of those present and names of those present (for Directors voting in writing, this shall be noted);

(3) Matters deliberated;

(4) Summary of the proceedings and results of resolutions;

(5) Matters concerning the selection of minutes signatories.

2 The minutes shall bear the names and seals, or the signatures, of the chairperson and of two or more minutes signatories selected at that meeting.

Chapter 7 Assets and Accounting

(Composition of Assets)

Article 40 The assets of this Corporation shall consist of the following:

(1) Assets stated in the inventory of assets at the time of establishment;

(2) Admission fees and membership dues;

(3) Donations in money or in kind;

(4) Income arising from property;

(5) Income from projects;

(6) Other income.

(Classification of Assets)

Article 41 The assets of this Corporation shall be of one category: assets relating to projects for specified nonprofit activities.

(Management of Assets)

Article 42 The assets of this Corporation shall be managed by the Representative Director, and the method of management shall be separately determined by the Representative Director after a resolution of the General Meeting.

(Accounting Principles)

Article 43 The accounting of this Corporation shall be conducted in accordance with the principles set forth in the items of Article 27 of the Act.

(Classification of Accounts)

Article 44 The accounts of this Corporation shall be of one category: accounts relating to projects for specified nonprofit activities.

(Business Plans and Budgets)

Article 45 The business plan of this Corporation and the accompanying budget shall be prepared by the Representative Director and shall be subject to a resolution of the General Meeting.

(Provisional Budget)

Article 46 Notwithstanding the provision of the preceding Article, when a budget has not been adopted for unavoidable reasons, the Representative Director may, after a resolution of the Board of Directors, account for revenues and expenses in accordance with the budget of the preceding business year until the date on which the budget is adopted.

2 The revenues and expenses under the preceding paragraph shall be deemed to be revenues and expenses of the newly adopted budget.

(Reserve Fund)

Article 47 A reserve fund may be established in the budget to cover expenditures in excess of the budget or outside the budget.

2 Use of the reserve fund shall be subject to a resolution of the Board of Directors.

(Supplementation and Revision of the Budget)

Article 48 When unavoidable circumstances arise after the budget has been adopted, the existing budget may be supplemented or revised after a resolution of the General Meeting.

(Business Report and Financial Statements)

Article 49 The documents relating to the financial results of this Corporation, including the business report, statement of activities, balance sheet and inventory of assets, shall be prepared by the Representative Director promptly after the end of each business year, audited by the Auditors, and subject to a resolution of the General Meeting.

2 Any surplus arising in the financial results shall be carried forward to the next business year.

(Business Year)

Article 50 The business year of this Corporation shall begin on April 1 of each year and end on March 31 of the following year.

(Extraordinary Measures)

Article 51 Except as provided for in the budget, any borrowing, assumption of other new obligations or waiver of rights shall be subject to a resolution of the General Meeting.

Chapter 8 Amendment of the Articles of Incorporation, Dissolution and Merger

(Amendment of the Articles of Incorporation)

Article 52 When this Corporation intends to amend its Articles of Incorporation, the amendment shall be subject to a resolution adopted by a majority of three-fourths or more of the Regular Members present at the General Meeting, and, where any of the following matters provided for in Article 25, paragraph 3 of the Act is to be amended, the certification of the competent authority shall be obtained:

(1) Purpose;

(2) Name;

(3) Types of specified nonprofit activities carried out and types of projects relating to those specified nonprofit activities;

(4) Location of the principal office and other offices (limited to changes involving a change of the competent authority);

(5) Matters concerning the acquisition and loss of membership (shain status);

(6) Matters concerning officers (excluding matters concerning the number of officers);

(7) Matters concerning meetings;

(8) Where other projects are carried out, their types and other matters concerning such other projects;

(9) Matters concerning dissolution (limited to matters concerning the vesting of residual assets);

(10) Matters concerning amendment of the Articles of Incorporation.

(Dissolution)

Article 53 This Corporation shall be dissolved on any of the following grounds:

(1) A resolution of the General Meeting;

(2) Impossibility of success of the projects relating to the specified nonprofit activities that constitute its purpose;

(3) Absence of Regular Members;

(4) Merger;

(5) An order commencing bankruptcy proceedings;

(6) Revocation of the certification of establishment by the competent authority.

2 When this Corporation is dissolved on the ground set forth in item 1 of the preceding paragraph, the consent of three-fourths or more of all Regular Members shall be obtained.

3 When this Corporation is dissolved on the ground set forth in paragraph 1, item 2, the approval of the competent authority shall be obtained.

(Vesting of Residual Assets)

Article 54 The assets remaining upon the dissolution of this Corporation (excluding dissolution by merger or by an order commencing bankruptcy proceedings) shall be transferred to a person, among those listed in Article 11, paragraph 3 of the Act, determined by resolution of the General Meeting.

(Merger)

Article 55 When this Corporation intends to merge, the merger shall be subject to a resolution of three-fourths or more of all Regular Members at the General Meeting, and the certification of the competent authority shall be obtained.

Chapter 9 Method of Public Notice

(Method of Public Notice)

Article 56 Public notices of this Corporation shall be given by posting them on the website of this Corporation and by publishing them in the Official Gazette (Kanpo); provided, however, that the public notice of the balance sheet provided for in Article 28-2, paragraph 1 of the Act shall be given by posting it on the website of this Corporation.

Chapter 10 Miscellaneous Provisions

(Detailed Rules)

Article 57 Detailed rules necessary for the implementation of these Articles of Incorporation shall be established by the Representative Director after a resolution of the Board of Directors.

Supplementary Provisions

1 These Articles of Incorporation shall come into effect on the date of establishment of this Corporation.

2 The officers of this Corporation at the time of its establishment shall be as follows:

3 Notwithstanding the provision of Article 16, paragraph 1, the term of office of the officers at the time of establishment of this Corporation shall be from the date of establishment until the last day of the month in which the Ordinary General Meeting concerning the financial results as of March 31, 2017 is held; provided, however, that the Ordinary General Meeting shall be held within three months from the closing date of the accounts.

4 Notwithstanding the provision of Article 45, the business plan and budget of this Corporation at the time of its establishment shall be as determined by the Inaugural General Meeting.

5 Notwithstanding the provision of Article 50, the first business year of this Corporation shall be from the date of establishment until March 31, 2016.

6 Notwithstanding the provision of Article 8, the admission fee and membership dues of this Corporation at the time of its establishment shall be the following amounts:

Supplementary Provision

These Articles of Incorporation shall come into effect on October 9, 2018.

Supplementary Provision

These Articles of Incorporation shall come into effect on July 3, 2019.

Supplementary Provision

These Articles of Incorporation shall come into effect on March 20, 2021.

Supplementary Provision

These Articles of Incorporation shall come into effect on July 27, 2021.

Supplementary Provision

These Articles of Incorporation shall come into effect on January 31, 2025.