 |
Act
of Endowment
(Approved by Minister of Education and
Science on November 1, 1950)
Yamaoka Scholarship Foundation |
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 |
| Chapter 1. Name and
Office |
|
| (Name) |
| Article 1. |
This corporate body shall be called the Yamaoka
Scholarship Foundation. |
|
| (Office) |
| Article 2. |
The office of the foundation shall be located
at Yanmar Co., Ltd. at 1-32, Chaya-machi, Kita-ku, Osaka. |
| Chapter 2 Purpose and
Undertaking |
|
| (Purpose) |
| Article 3. |
The Foundation shall operate scholarship programs
for the advancement of national peace and culture. |
|
| (Undertaking) |
| Article 4. |
The Foundation shall, in order to achieve the
purpose of the foregoing article, engage in the following undertakings:
(1) Scholarship facilities
(2) Granting and loan of scholarship
(3) Granting of scholarship to students from overseas.
(4) Subsidies to students of mechanical engineering departments.
(5) Guidance for scholarship students
(6) All undertakings ancillary to each of the above. |
| Chapter 3 Assets and
Accounting |
|
| (Composition of Assets) |
| Article 5. |
The assets of the Foundation shall be as follows:
(1) The movable and immovable assets specified in the list of assets attached
hereto.
(2) Income accruing from assets.
(3) Income accruing from undertakings
(4) Donated money and commodities
(5) Other incomes |
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| (Classification of Assets) |
| Article 6. |
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The assets of the Foundation are classified into two kinds, i.e., the basic
fund and operation fund. |
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The basic fund shall consist of the assets under No.1 of the List of Assets
and other assets appropriated for the basic fund. Assets other than the basic
fund shall be appropriated for the operation fund. However, donated money and
commodities for which the use is specified by the donor shall be appropriated
in accordance with the instructions of the donor. |
|
|
| (Control of Assets) |
| Article 7. |
The cash included in the basic fund of the Foundation shall,
according to the decision of the Board of Directors, be appropriated either for
the purchase of safe and sure negotiable securities or for postal savings, trust
deposits or bank deposits, which shall be held in trust by the Chairman of the
Board. |
|
| (Limit of Disposal of Basic Fund) |
| Article 8. |
The basic fund shall not be expended or mortgaged. However,
in unavoidable circumstances, part of the basic fund only may be disposed of once
the approval thereto of a two-thirds majority of the board directors and the Minister
of Education and Science has been obtained. |
| Chapter 4 Expenditures |
|
| (Appropriation of Expenditures) |
| Article 9. |
The costs and expenses required for performing
the undertakings of the purpose of this Foundation shall be managed with income
accruing from the assets, donated money and the operation fund. |
|
| (Activities Plan and Income & Expenditure
Budget) |
| Article 10. |
The activity plan of this Foundation and the
income and expenditure budget shall be prepared by the Chairman of the Board and
submitted to the Minister of Education and Science prior to the start of each
business year after being approved by a two-thirds majority of the board directors.
The same shall hold whenever any revision is made to the activity plan or the
income & expenditure budget. |
|
| (Report of Activities and Settlement
of Balance) |
| Article 11. |
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The Chairman of the Foundation shall prepare the report of activities, settlement
of balance, statement of net assets, balance sheet and list of assets, and these
shall be reported to the Ministry of Education and Science within 3 months after
the end of each business year together with the statement of the auditor, after
being approved by a two-thirds majority of the Board of Directors. |
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A part or whole of the balance obtained in the settlement of balance of this
Foundation may be appropriated into the basic fund or transferred to the budget
of the following year in accordance with the decision of the Board of Directors.
|
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|
| (Long-term Borrowings) |
| Article 12. |
When the Foundation wishes to make borrowings, excepting
short-term borrowings that are repaid with the income of the business year in
question, such borrowings shall be approved in advance by a two-thirds majority
of the board directors and the Minister of Education and Science. |
|
| (Assumption of New Obligations)
|
| Article 13. |
Excepting the conditional clause of Article 8 and the stipulation
of the foregoing article. as well as stipulations in the income and expenditure
budget, when the Foundation assumes a new obligation or makes new waiver of importance,
such shall be approved by a two-thirds majority of the board directors. |
|
| (Business Year) |
| Article 14. |
The business year of this Foundation starts from April 1st
of each year and ends on March 31st of the following year. |
| Chapter 5 Directors,
Councilors and Employees |
|
| (Type of Directors) |
| Article 15. |
This Foundation shall have the following directors:
Directors: At least 10 and not more than 12 directors (including one Chairman
and one Managing Director)
Auditors: 2 or 3 persons. |
|
| (Selection of Directors) |
| Article 16. |
| 1. |
Directors and Auditors shall be selected by the Board of Councilors. The Chairman
and the Managing Director shall be selected by the vote of the directors. |
| 2. |
The total of number of directors who are either a relative of any specific
director or who have a special relationship with that director shall not exceed
one-third of the present quorum of directors. |
| 3. |
No director or employee of the Foundation shall be an auditor. Auditors shall
not be related to each other or have any special relationship with each other.
|
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| (Duties of Directors) |
| Article 17. |
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The chairman shall administer the operations of this Foundation, represent
this corporate body and act as the Chairman of the Board of Directors. |
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In the absence of the Chairman, the director designated by the Chairman shall
act for the Chairman. |
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The Managing Director shall assist the Chairman and manage the daily business
in accordance with the decisions of the Board of Directors. |
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The directors shall, by means of the Board of Directors, determine and execute
the activities of this Foundation in line with the specifications of the Act of
Endowment. |
|
|
| (Duties of Auditors) |
| Article 18. |
Auditors shall perform the duties specified under each of
the following items with respect to the activities and assets of this Foundation:
| (1) |
Auditing the assets of the Foundation |
| (2) |
Auditing the performance of duties by the directors |
| (3) |
Should any impropriety be found in the status of the property of the Foundation
or in the performance of duties of directors, reporting such impropriety to the
Board of Directors, Board of Councilors or Minister of Education and Science.
|
| (4) |
Convening a meeting of the Board of Directors or Councilors when reporting
under the foregoing clause is required. |
|
|
| (Term of Directors) |
| Article 19. |
The term of directorship of this Foundation shall be two
years and directors may be reappointed. The term of alternate or additional directorship
shall be the remainder of the term of the preceding or current director. Directors
shall continue to perform their duties even after the termination of their tenure
until their successors assume the post. |
|
| (Dismissal of Directors) |
| Article 20. |
| The Chairman of the Board
may dismiss a director with the approval of a three-quarters
majority of the current quorums of both directors and
councilors when either of the following is adjudged to
hold with respect to such director: |
| (1) |
When a director is judged unable to perform his duties
due to physical or mental troubles. |
| (2) |
When a director is in breach of duty in a manner that
is deemed unfitting for a director. |
| When dismissing a director,
the director shall be given the opportunity for self-defense
before the Boards of Directors and Councilors. |
|
|
| (Remuneration for Directors) |
| Article 21. |
| 1. |
Directors shall receive no salary, except in the case of full-time directors. |
| 2. |
The remuneration of full-time directors shall be decided by the Chairman after
obtaining the approval of the Board of Directors. |
|
|
| (Selection of Councilors) |
| Article 22. |
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This Foundation shall have at least 10 and not more than 12 councilors, provided
that the number of the councilors shall not be less than the number of directors.
|
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Councilors shall be selected by the Board of Directors and appointed by the
Chairman of the Board. |
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The total of number of councilors who are either a relative of any specific
councilor or who have a special relationship with that councilor shall not exceed
one-third of the present quorum of councilors. |
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The provisions from Article 19 to Article 21 shall hold also to councilors
with director(s) as referred to in these articles being read as councilor(s). |
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Councilors shall not serve concurrently as directors. |
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| (Duties of Counselors) |
| Article 23. |
Councilors shall organize the Board of Counselors,
which shall perform the duties specified in the Act of Endowment and give advice
to the Chairman as requested by the Board of Directors. |
|
| (Employees) |
| Article 24. |
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This Foundation shall employ a necessary number of employees for managing
the affairs of the Foundation. |
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The Chairman shall employ or dismiss the employees. |
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Employees shall be salaried. |
|
| Chapter 6 Meetings |
|
| (Calling of Board of Directors) |
| Article 25. |
The Board of Directors shall consist of the directors
and its meetings shall be called by the Chairman twice each year. Extraordinary
meetings of the Board of Directors shall be called when such is deemed necessary
by the Chairman or when requested by more than one third of the current quorum
of directors, specifying the purpose of such meeting, within 30 days after the
date of request. |
|
| (Quorum of Board of Directors) |
| Article 26. |
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No meeting of the Board of Directors shall be valid without the presence of
at least two-thirds of the current quorum of directors. However, a director who
sends a prior written vote to the Board shall be deemed to have attended the meeting.
|
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Proceedings of the Board of Directors' meeting shall be determined by the
majority of the quorum present unless otherwise specified in this Act of Endowment.
The Chairman shall have the casting vote in the case when a vote is tied. |
|
|
| (Board of Councilors) |
| Article 27. |
| The Board of Directors shall
obtain the consent of the Board of Counselors in advance
with respect to the following: |
| (1) |
Activity plan and income and expenditure budget, |
| (2) |
Activity report and income and expenditure settlement, |
| (3) |
Basic fund |
| (4) |
Long-term borrowings |
| (5) |
Excepting (1) and (3) above, the assumption of new obligations and waiver
of rights. |
| (6) |
Modification of the rules of granting and loan of scholarship. |
| (7) |
Other important matters of this Foundation that are judged to be necessary
by the Board of Directors. |
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The Chairman of the Board of Counselors shall be elected by vote of the Board. |
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The provisions of Articles 25 and 26 shall also hold to the Board of Counselors
with the Board of Directors and director(s) in these articles read as the Board
of Counselors and counselor(s). |
|
|
| (Minutes) |
| Article 28. |
Minutes shall be prepared for all meetings and the Chairman
and at least two attendants of the meeting shall affix their signatures and seals
to them for keeping. |
| Chapter 7 Screening
Committee |
|
| (Screening Committee) |
| Article 29. |
This Foundation shall organize a scholarship student screening
committee to select the students who shall benefit from the undertakings specified
in the clauses 2, 3 and 4 of Article 4. |
|
| (Committee Members) |
| Article 30. |
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The scholarship student screening committee shall consist of at least 4 persons
and not more than 6 persons. |
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The committee members shall be selected by the Board of Directors from among
academic experts for designation by the Chairman. |
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The total number of committee members shall not include more than 3 directors
and counselors of this Foundation. |
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The provision of clause 2 of Article 16 shall hold also to the screening committee
members. The director(s) as referred in that provision shall be read as the committee
member(s). |
|
| Chapter 8 Modification
of Act of Endowment and Dissolution of Foundation |
|
| (Modification of Act of Endowment) |
| Article 31. |
The Act of Endowment may not be modified unless
agreed by at least a three quarters majority of the current quorums of both the
Board of Directors and the Board of Counselors and approved by the Ministry of
Education and Science. |
|
| (Dissolution) |
| Article 32. |
This Foundation may be dissolved by the decision
of at least a three quarters majority of the current quorums of both the Board
of Directors and the Board of Counselors and the approval of the Ministry of Education
and Science. |
|
| (Disposition of Remaining Property)
|
| Article 33. |
Any remaining property upon the dissolution of this Foundation
shall become the property of a national or local governmental institution or a
benevolent corporation having a similar purpose to that of this Foundation. |
| Chapter 9 Supplementary
Rules |
|
| (Provision of Documents and Account Books) |
| Article 34. |
| The office of this Foundation
shall be provided with the following documents and accounting
books, allowing that these may be substituted by equivalent
documents and accounting books as required by the provisions
of other regulations: |
| (1) |
Provisions of Act of Endowment, Rules of Scholarship and Dormitory Rules |
| (2) |
Roll of names of directors, counselors and employees and their personal history. |
| (3) |
List of properties |
| (4) |
Ledgers of assets and liabilities |
| (5) |
Documents relevant to the proceedings of the Board of Director and the Board
of Counselor meetings. |
| (6) |
Approval and licensing documents |
| (7) |
Activity report, statement of expenditures and income, statement of net assets,
balance sheet |
| (8) |
Activity plan and expenditure and income budget |
| (9) |
Accounting books and vouchers relevant to income and expenditures |
| (10) |
Correspondence with public authorities |
| (11) |
Documents relevant to registration |
| (12) |
Other documents and accounting books deemed to be necessary. |
| The documents and accounting
books above shall be kept for the periods as follow: |
| (1) |
Documents of Items 1 to 8 above shall be kept permanently. |
| (2) |
Documents of Item 9 above shall be kept for at least 10 years. |
| (3) |
The documents and the roll of names of directors and counselors of Items 10,
11 and 12 shall be made available for public viewing. |
|
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| (Details) |
| Article 35. |
The Foundation shall, when wishing to execute
shareholder rights with regard to the companies that issued shares owned by the
Foundation, obtain the approval of more than a two-third majority of the current
quorum of the directors in advance, except in the following cases:
(1) Acceptance of dividends
(2) Acceptance of bonus shares
(3) Subscription of private allocation of shares
(4) Acceptance of documents distributed to shareholders |
|
| Article 36. |
The detailed rules on the execution of this Act of Endowment
shall be stipulated separately by the decision of both the Board of Directors
and the Board of Counselors. |
|
| Supplementary Provision |
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Any modification of this Act of Endowment shall come into
force from the date of approval by the Minister of Education and Science. |
| Notes |
|
July 31, 1952: Articles 1 and 2 modified.
March 15, 1958: Article 14 modified.
December 11, 1962: Article 14 modified.
June 8, 1964: Revised.
November 17, 1969: Articles 4 and 5 modified.
August 11, 1988: Article 4 modified.
April 10, 2003: Revised. |
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