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Articles of Incorporation

Chapter 1 General Provisions

Article 1 (Corporate name)

The Corporation shall be called Ippan Zaidan Hojin (General Incorporated Foundation) Canon Gurobaru Senryaku Kenkyujo, which shall be expressed in English as the Canon Institute for Global Studies.

Article 2 (Office)

1.
The Corporation shall have its principal office in Chiyoda-ku, Tokyo, Japan.
2.
The Board of Directors may at any time make a decision to have offices at other locations as may be necessary.

Chapter 2 Objective and Activities

Article 3 (Objectives)

The objectives of the Corporation shall be to conduct research, analyses and studies from a global perspective on politics, economy and society in Japan and the rest of the world, and to provide visionary information and policy proposals, whereby to contribute to the better life of the general public and the greater prosperity of humankind.

Article 4 (Activities)

1.
To achieve the objectives mentioned in the preceding Article, the Corporation shall engage in the following activities:
(1)
Conduct research, analyses and studies of political, economic and social issues;
(2)
Study and make proposals on theories and policies in the areas of politics, economy and society;
(3)
Collaborate and interact with other research institutions conducting research and studies on political, economic and social issues;
(4)
Organize workshops, lectures or other events to discuss political, economic and social issues;
(5)
Publish journals and research materials; and
(6)
Carry out other activities required to achieve the objectives of the Corporation
2.
The Corporation shall carry out the activities specified in the preceding paragraph throughout Japan as well as other countries in the world as required.

Chapter 3 Assets and Accounting

Article 5 (Basic Assets)

1.
The basic assets of the Corporation essential to accomplishment of its objectives shall consist of the following assets:
(1)
Assets donated by a contributor designated as the basic assets at the time of its incorporation;
(2)
Assets donated by a contributor designated as the basic assets after its incorporation; and
(3)
Assets included in the basic assets by a decision of the Board of Supervisors
2.
For the purpose of achieving its objectives, the Corporation shall exercise due care of a prudent manager to maintain and control the basic assets in accordance with the regulations separately established by the Board of Supervisors. No part of the basic assets may be disposed of or excluded from the basic assets without prior approval of the Board of Supervisors.

Article 6 (Fiscal Year)

The fiscal year of the Corporation shall be from January 1 to December 31 of every calendar year.

Article 7 (Plan for Activities and Budget)

1.
The Corporation's annual plan for activities, budget, finance and capital investment shall be prepared by the President and approved by the Board of Directors before the commencement of each fiscal year. The amendments to the plan shall also be prepared by the President and approved by the Board of Directors.
2.
The documents specifying the plan mentioned in the preceding paragraph shall be kept by the President at the principal office of the Corporation during the period of relevant fiscal year.

Article 8 (Report of Activities and Financial Results)

1.
With regard to the activities carried out by the Corporation and its financial results, the following documents shall be prepared by the President after the end of each fiscal year. The documents shall be audited by the Auditors and approved by the Board of Directors. The document specified in Item 1 shall be reported in the ordinary general meeting of Supervisors. The documents specified in Items 3, 4, 6 and 7 shall be approved by the ordinary general meeting of the Supervisors.
(1)
Report of activities;
(2)
Detailed statement annexed to the report of activities;
(3)
Balance sheet;
(4)
Statement of net assets;
(5)
Detailed statement annexed to the balance sheet and the statement of net assets;
(6)
List of property; and
(7)
Statement of cash flows
2.
The documents specified in the preceding paragraph as well as the documents listed below shall be kept by the President at the principal office of the Corporation for a period of five years commencing on the date of two weeks prior to the date of the ordinary general meeting of Supervisors or, where Article 20 applies, commencing on the date, on which the relevant proposal is made.
(1)
Audit report
(2)
List of Directors, Auditors and Supervisors
(3)
A document stating criteria, according to which remunerations for Directors, Auditors and Supervisors are determined.

Article 9 (Distribution of Surplus Funds)

The Corporation is not allowed to distribute its surplus funds.

Chapter 4 Supervisors

Article 10 (Supervisors)

The Corporation shall have three or more Supervisors.

Article 11 (Election and Dismissal)

1.
Supervisors shall be elected by the Board of Supervisors. Any Supervisor may be dismissed by the Board of Supervisors.
2.
All of the following conditions shall be met to elect the Supervisors:
(1)
The number of Supervisors who fall under the category of the persons set out in Items A to F below shall not exceed one third of the total number of Supervisors:
A.
A spouse of a Supervisor or his or her relative within the third degree of consanguinity;
B.
Any person who does not register marriage with a Supervisor but has in fact equivalent relationship with a Supervisor;
C.
Any person employed by a Supervisor;
D.
Any person who does not meet any condition mentioned Items B or C above but whose livelihood is financed or supported by a Supervisor;
E.
A spouse of any person mentioned in Items C or D above; or
F.
Any relative within the third degree of consanguinity of any person mentioned in Items B, C or D above who shares a livelihood with such person.
(2)
The number of Supervisors who fall under the category of persons set out in Items A to D below belonging to the same organization (except any public interest corporation) shall not exceed one third of the total number of Supervisors:
A.
A director;
B.
An employee;
C.
Other officer than a director of such same organization (or a representative or an administrator if such organization is a non-corporate organization, for which the position of a representative or an administrator is provided under the law) or a management employee of such same organization; or
D.
An employee of any of the organizations listed below (except any member of the National Diet or the council of any local public entity):
(i)
Any national governmental organization;
(ii)
Any local public entity;
(iii)
Any incorporated administrative agency specified in Paragraph 1 of Article 2 of the Act on General Rules for Incorporated Administrative Agency;
(iv)
Any national university corporation specified in Paragraph 1 of Article 2 of the National University Corporation Act or any inter-university research institute corporation specified in Paragraph 3 of Article 2 of the same Act;
(v)
Any local incorporated administrative agency specified in Paragraph 1 of Article 2 of the Local Incorporated Administrative Agency Act; or
(vi)
Any special corporation (i.e. any corporation incorporated by a special manner of incorporation under the special legislation and subject to the provisions of Item 15 of Article 4 of the Act for Establishment of the Ministry of Internal Affairs and Communications) or any authorized corporation (i.e. any corporation incorporated under the special legislation and the incorporation of which requires the authorization of administrative authorities)

Article 12 (Term of Office)

1.
The term of office of a Supervisor shall expire at the end of the ordinary general meeting of Supervisors for the last fiscal year ending within four years of his or her election.
2.
The term of office of a Supervisor elected as a replacement for any former Supervisor who resigns before the expiration of his or her term of office shall expire at the time of the expiration of the term of office of such former Supervisor.
3.
Any Supervisor shall continue to have rights and duties as a Supervisor even after the expiration of his or her term of office or after his or her resignation until the newly elected Supervisor takes office in the event that the quorum stipulated in Article 10 is not met.

Article 13 (Remuneration and Expenses)

In accordance with the criteria for remunerations separately established by the Board of Supervisors, a Supervisor is paid by the Corporation the remuneration not exceeding five hundred thousand (500,000) yen per annum. A Supervisor is reimbursed by the Corporation transportation costs and other expenses which he or she paid in relation to the performance of his or her duties.

Chapter 5 Board of Supervisors

Article 14 (Organization)

1.
The Board of Supervisors shall consist of all Supervisors.
2.
A Chairperson of the Board of Supervisors is elected from among the Supervisors.

Article 15 (Authority)

The Board of Supervisors shall make decisions on the following matters:
(1)
Election or dismissal of any Director or Auditor;
(2)
Approval of a document stating criteria, according to which remunerations for Directors, Auditors and Supervisors are determined;
(3)
Approval of the balance sheet, statement of net assets, list of property and statement of cash flows;
(4)
Amendment to the Articles of Incorporation;
(5)
Disposal of residual property;
(6)
Approval of addition of an asset to the basic assets, disposal of a part or a whole of the basic assets or exclusion of a part of the basic assets from them;
(7)
Any matter referred to the Board of Supervisors by the Board of Directors; and
(8)
Any other matter defined by laws or regulations, or the Articles of Incorporation, to be decided by the Board of Supervisors

Article 16 (Holding of Meetings)

The Board of Supervisors shall hold an ordinary general meeting once a year not later than three months after the end of each fiscal year. It may hold extraordinary meetings as required.

Article 17 (Convening of Meetings)

1.
Unless otherwise provided by laws or regulations, the Board of Directors shall make a decision on convocation of a meeting of the Board of Supervisors. On the basis of the decision of the Board of Directors, the President shall convene a meeting of the Board of Supervisors.
2.
If the President is unable to convene a meeting of the Board of Supervisors, it shall be convened by another Director in accordance with the order predetermined by the Board of Supervisors.
3.
Any Supervisor is entitled to request any Director to convene a meeting of the Board of Supervisors by informing such Director of the reason for convening the meeting and the matter to be discussed.
4
A notice convening a meeting of the Board of Supervisors shall be sent to each Supervisor not later than one week before the date of the meeting; provided, however, that the period of notice may be shortened in case of emergency.

Article 18 (Chairpersonship)

1.
The Chairperson of the Board of Supervisors shall chair any meeting of the Board of Supervisors.
2.
If the Chairperson of the Board of Supervisors is unable to act as chair, a substitute shall be elected from among the remaining Supervisors by their mutual vote.

Article 19 (Decisions)

1.
A majority of all Supervisors, excluding those who have special interest in the matter to be discussed or decided, shall constitute a quorum. A decision of the Board of Supervisors shall be made by a majority vote of the Supervisors present, excluding those who have special interest in the matter to be decided.
2.
Notwithstanding the preceding paragraph, a decision on any of the matters listed below shall require a three-quarter majority vote of the Supervisors, excluding those who have a special interest in the matter to be decided:
(1)
Dismissal of an Auditor;
(2)
Amendment to the Articles of Incorporation;
(3)
Approval of addition of an asset to the basic assets, disposal of a part or a whole of the basic assets or exclusion of a part of the basic assets from them; and
(4)
Any other matter specified by laws or regulations

Article 20 (Alternative Way to Make Decisions of the Board of Supervisors)

A decision shall be deemed to have been made by the Board of Supervisors to approve a proposal made by the President with respect to a matter to be decided in a meeting of the Board of Supervisors if all Supervisors, excluding those who are not allowed to participate in a vote on such proposal, express their consent to such proposal in writing or electronic form.

Article 21 (Alternative Way to Report to the Board of Supervisors)

A report shall be deemed to have been made to the Board of Supervisors if the President makes a report to all of the Supervisors on any matter to be reported in the meeting of the Board of Supervisors and if all Supervisors express their consent in writing or electronic form that no meeting is required to have a report on such matter.

Article 22 (Rules of the Board of Supervisors)

The procedures for convening a meeting of the Board of Supervisors, the manner of making decisions and other relevant matters shall be governed by laws and regulations, the Articles of Incorporation and the Rules of the Board of Supervisors separately adopted by the Board of Supervisors.

Article 23 (Minutes of Meetings)

1.
The minutes of a meeting of the Board of Supervisors shall be prepared with respect to the matters discussed and decided in the meeting in accordance with laws and regulations.
2.
The minutes of a meeting mentioned in the preceding paragraph shall be signed and sealed by the Chairperson of the Board of Supervisors.

Chapter 6 Officers

Article 24 (Officers)

1.
The Corporation shall have the following officers:
(1)
Three or more Directors; and
(2)
A maximum of three Auditors
2.
One President, one Senior Managing Director and one Managing Director of the Board of Directors shall be elected from among the Directors.
3
The President mentioned in the preceding paragraph shall be deemed to be a representative director as prescribed in the Act on General Incorporated Associations and General Incorporated Foundations. The Senior Managing Director and the Managing Director shall be deemed to be executive directors as prescribed in Item 2 of Paragraph 1 of Article 91 of the same Act as applied mutatis mutandis pursuant to Article 197 thereof.
4
The President and the Directors mentioned in Paragraph 2 above shall make a report to the Board of Directors on the performance of their duties at least twice in each fiscal year at an interval of four months or more.

Article 25 (Election of Officers)

1.
Directors and Auditors shall be elected by the Board of Supervisors.
2.
The number of Directors who are a spouse of a Director or his or her relative within the third degree of consanguinity or are any person who has similar special relationship with a Director (i.e. any person who is defined in Article 4 of the Order for Enforcement of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations) shall not exceed one third of the total number of Directors. The same shall apply to the Auditors.
3.
The number of Directors who are a director or an employee of the same organization (except any public interest corporation) or are any person who have similar close relationship with a Director (i.e. any person who is defined in Article 5 of the Order for Enforcement of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations) shall not exceed one third of the total number of Directors. The same shall apply to the Auditors.

Article 26 (Duties and Authority of Directors)

1.
Directors shall form the Board of Directors and perform their duties in accordance with laws and regulations, and the Articles of Incorporation.
2.
President shall represent the Corporation in accordance with laws and regulations, and the Articles of Incorporation. Senior Managing Director and Managing Director shall share the duties to operate the Corporation in accordance with the regulations separately established by the Board of Directors.

Article 27 (Duties and Authority of Auditors)

1.
An Auditor shall audit the performance of duties of Directors and prepare an audit report in accordance with laws and regulations.
2.
An Auditor is entitled at any time to request any Director or employee at any time to report to the Auditor on the activities of the Corporation and is also entitled to inspect the operation and property of the Corporation.

Article 28 (Term of Office of Officers)

1.
The term of office of a Director shall expire at the end of the ordinary general meeting of Supervisors for the last fiscal year ending within two years of his or her election.
2.
The term of office of an Auditor shall expire at the end of the ordinary general meeting of Supervisors in the last fiscal year ending within four years of his or her election.
3.
The term of office of a Director elected as a replacement or elected to increase the number of Directors shall expire at the expiration of the term of office of the former Director whom he or she replaces or, in the case of increase of the number of Directors, at the expiration of the incumbent Directors.
4.
The term of office of an Auditor elected as a replacement shall expire at the expiration of the term of office of the former Auditor whom he or she replaces.
5.
Any Director or Auditor shall continue to have rights and duties as a Director or an Auditor even after the expiration of his or her term of office or after his or her resignation until the newly elected Director or Auditor takes office in the event that the quorum stipulated in Paragraph 1 of Article 24 is not met.

Article 29 (Dismissal of Officers)

Any Director or Auditor may be dismissed by the Board of Supervisors in the following cases:
(1)
A Director or an Auditor fails to fulfill his or her responsibilities or neglects to perform his or her duties.
(2)
A Director or an Auditor has difficulty or is incapable of performing his or her duties because of a physical or mental disorder.

Article 30 (Remuneration and Expenses)

In accordance with the criteria for remunerations separately established by the Board of Supervisors, a Director or an Auditor is paid by the Corporation the remuneration within an amount set by the Board of Supervisors. A Director or an Auditor is reimbursed by the Corporation transportation costs and other expenses which he or she paid in relation to the performance of his or her duties.

Chapter 7 Board of Directors

Article 31 (Organization)

The Board of Directors shall consist of all Directors.

Article 32 (Authority)

The Board of Directors shall have the following functions:
(1)
Make decisions on the operations of the Corporation;
(2)
Supervise the Directors' performance of duties; and
(3)
Elect or dismiss the President, Senior Managing Director or Managing Director

Article 33 (Convening of Meetings)

1.
Unless otherwise provided by laws or regulations, the President shall convene a meeting of the Board of Directors.
2.
If the President is unable to convene a meeting of the Board of Directors, it shall be convened by another Director in accordance with the order predetermined by the Board of Directors.
3.
A notice convening a meeting of the Board of Directors shall be sent to each Director not later than one week before the date of the meeting; provided, however, that the period of notice may be shortened in case of emergency.

Article 34 (Chairpersonship)

1.
The President shall chair any meeting of the Board of Directors.
2.
If the President is unable to act as chair, a chairperson shall be elected from among the remaining Directors by their mutual vote.

Article 35 (Decisions)

A majority of all Directors, excluding those who have special interest in the matter to be discussed or decided, shall constitute a quorum. A decision of the Board of Directors shall be made by a majority vote of the Directors present, excluding those who have special interest in the matter to be decided.

Article 36 (Alternative Way to Make Decisions of the Board of Directors)

A decision shall be deemed to have been made by the Board of Directors to approve a proposal made by the President with respect to a matter to be decided in a meeting of the Board of Directors if all Directors, excluding those who are not allowed to participate in a vote on such proposal, express their consent to such proposal in writing or electronic form, unless an Auditor raises any objection to such proposal.

Article 37 (Alternative Way to Report to the Board of Directors)

1.
No report needs to be made to the Board of Directors if a Director or an Auditor notifies all of the Directors and Auditors of any matter to be reported to the Board of Directors.
2.
The provision in the preceding paragraph shall not apply to reporting pursuant to the provision in Paragraph 4 of Article 24.

Article 38 (Rules of the Board of Directors)

The procedures for convening a meeting of the Board of Directors, the manners of making decisions and other relevant matters shall be governed by the laws and regulations, the Articles of Incorporation and the Rules of the Board of Directors separately adopted by the Board of Directors.

Article 39 (Minutes of Meetings)

1.
The minutes of a meeting of the Board of Directors shall be prepared with respect to the matters discussed and decided in the meeting in accordance with laws and regulations.
2.
The minutes of a meeting mentioned in the preceding paragraph shall be signed and sealed by the President and the Auditors present.

Chapter 8 Amendment to the Articles of Incorporation and Dissolution

Article 40 (Amendment to the Articles of Incorporation)

1.
The Articles of Incorporation may be amended by the Board of Supervisors.
2.
The provision in the preceding paragraph shall also apply to Articles 3, 4 and 11.

Article 41 (Dissolution)

The Corporation shall be dissolved if it finds it unable to successfully carry out its activities to achieve its objectives due to a loss of the basic assets. The Corporation may also be dissolved for any other reason as stipulated in laws or regulations.

Article 42 (Ownership of Residual Property)

Any residual property retained by the Corporation when it is liquidated shall be donated pursuant to the decision of the Board of Supervisors either to a corporation specified in Item 17 of Article 5 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, the State or any local public entity.

Chapter 9 Method of Public Notice

Article 43 (Method of Public Notice)

Public notices of the Corporation shall be given by displaying them at the location of its principal office where they are readily accessible to the public.

Chapter 10 Auxiliary Provisions

Article 44 (Administration Office)

1.
The Corporation shall have an administration office.
2.
The administration office shall have the Secretary General and necessary personnel.
3.
The Secretary General shall be appointed by the President.
4.
Necessary matters relating to the administration office and its personnel shall be determined by the President with the approval of the Board of Directors.

Supplementary Provisions

Article 1
The name and location of the founder of the Corporation shall be as follows:
  • (Name of founder) Canon Inc.
  • (Location) 30-2 Shimomaruko 3-chome, Ohta-ku, Tokyo, Japan
Article 2
The basic assets contributed by the founder at the time of the incorporation of the Corporation and the value thereof shall be as follows:
  • One billion yen in cash
Article 3
The Supervisors appointed at the time of incorporation shall be as follows:
  • Hideji Sugiyama
  • Shigemitsu Miki
  • Fujio Mitarai
  • Kenji Miyahara
  • Tomijiro Morita
Article 4
The Directors appointed at the time of incorporation shall be as follows:
  • Teruhiko Ikeda
  • Toshizo Tanaka
  • Ryozo Hayashi
  • Toshihiko Fukui
  • Tetsuo Yuhara
Article 5
The Auditor appointed at the time of incorporation shall be as follows:
  • Tadashi Oe
Article 6
Fujio Mitarai is appointed as the Chairperson of the Board of Supervisors at the time of incorporation.
Article 7
Toshihiko Fukui is appointed as the President at the time of incorporation.
Article 8
The initial fiscal year of the Corporation shall be from December 1, 2008 to December 31, 2008.

IN WITNESS WHEREOF, these Articles of Incorporation have been prepared and signed and sealed by the founder for the purpose of incorporation of the Canon Institute for Global Studies.

December 1, 2008

Fujio Mitarai
Chairman and CEO
Canon Inc.
Founder of the Corporation
30-2 Shimomaruko 3-chome, Ohta-ku, Tokyo, Japan