Articles of Incorporation

This English text is an unofficial reference translation prepared for convenience. In case of any discrepancy, the Japanese original shall prevail.

Chapter 1: General Provisions

Article 1 (Name)

The Organization shall be called Ippan Shadan Hojin Nihon Maikuro Kuredensharu Kiko. In English, it shall be written as Japan Micro-Credentials Organization.

Article 2 (Office)

The Organization shall have its principal office in Chiyoda-ku, Tokyo.

The Organization may, by resolution of the Board of Directors, establish branch offices where necessary. The same shall apply to their relocation or abolition.

Article 3 (Purpose)

Taking into account domestic and international trends concerning micro-credentials (a system in which learning is undertaken in units smaller than a degree and its outcomes are certified), the purpose of the Organization is to enhance their reliability, transparency and usefulness in Japan.

Article 4 (Projects)

To achieve the purpose in the preceding Article, the Organization shall carry out the following projects:

(1) Development and dissemination of specifications and standards for micro-credentials;

(2) Building and operating a third-party external recognition scheme for micro-credentials;

(3) Visualization of micro-credentials and promotion of their circulation;

(4) Policy recommendations and promotion of international cooperation; and

(5) Other projects necessary to achieve the purpose of the Organization.

Article 5 (Method of Public Notice)

Public notices of the Organization shall be given by posting them as electronic public notices.

Where an electronic public notice cannot be given due to an accident or other unavoidable reason, public notices shall be given by publication in the Official Gazette (Kanpo).

Chapter 2: Members

Article 6 (Members (Shain) and Membership Categories)

The Organization shall have the following members:

(1) Member A: Universities, junior colleges, colleges of technology, specialized training colleges and other educational institutions that the Board of Directors deems appropriate, established or operated by non-profit corporations or organizations that support the purpose of the Organization and cooperate in achieving it. Has voting rights at the General Assembly (shain).

(2) Member B: Education providers, training providers, educational service providers and other companies and organizations established or operated by for-profit corporations that support the purpose of the Organization and cooperate in achieving it. Has voting rights at the General Assembly (shain).

(3) Member C: Non-profit organizations, academic societies and similar bodies that support the purpose of the Organization, cooperate in achieving it, and need to issue micro-credentials. Has voting rights at the General Assembly (shain).

(4) Affiliate Member: Non-profit organizations, academic societies and similar bodies that support the purpose of the Organization and cooperate in achieving it, and do not need to issue micro-credentials. No voting rights at the General Assembly.

(5) Individual Member: Individuals who take part in activities to promote micro-credentials in Japan. No voting rights at the General Assembly.

2. Member A, Member B and Member C in items (1) to (3) of this Article shall be full members and shall be members (shain) under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter the “General Incorporated Act”).

Article 7 (Admission)

A person who wishes to join as a full member shall submit an application form in the prescribed format to the President and obtain approval of the Board of Directors.

2. A person who wishes to join as a member other than a full member shall, after completing the prescribed admission procedure, be notified of the decision of the Board of Directors on whether to admit them.

3. A full member whose admission is approved shall pay in advance the annual membership fee separately determined according to its category.

Article 8 (Admission Fee and Annual Membership Fee)

Full members shall be obliged to pay the amounts separately determined by the General Assembly.

2. The whole of the fees under the preceding paragraph shall be applied to expenses necessary for the activities of the Organization.

Article 9 (Loss of Membership)

A member shall lose membership upon any of the following:

(1) withdrawal; (2) death or declaration of disappearance, or dissolution of a member that is an organization; (3) arrears of membership fees and other dues for two years or more; (4) expulsion; or (5) the consent of all full members.

Article 10 (Prohibition on Distribution of Surplus and Residual Assets)

Members shall not receive any distribution of surplus or residual assets.

Article 11 (Withdrawal)

A member may withdraw voluntarily by submitting a notice of withdrawal in the prescribed format. Except where there are unavoidable reasons, notice of withdrawal shall be given to the Organization one month in advance.

Article 12 (Expulsion)

A member may be expelled by resolution of the General Assembly, adopted by a majority of all full members and by two-thirds or more of the voting rights of all full members, if the member falls under any of the following. In this case, notice of the expulsion with reasons shall be given to the member no later than one week before the General Assembly, and the member shall be given an opportunity to explain before the resolution:

(1) violation of the Articles of Incorporation or the regulations of the Organization; (2) conduct that damages the reputation of the Organization or is contrary to its purpose; or (3) other justifiable grounds.

2. When expulsion is resolved under the preceding paragraph, the member shall be notified.

Article 13 (Rights and Obligations upon Loss of Membership)

A member who loses membership under Article 9 shall lose the rights of a member and be released from its obligations. A full member shall lose its status as a member (shain) under the General Incorporated Act. However, outstanding obligations shall not be discharged.

2. Even if a member loses membership, the Organization shall not return any admission fee, membership fee or other contributions already paid.

Article 14 (Register of Members)

The Organization shall prepare a register of members stating the name and address of each member and keep it at its principal office.

2. Notices and demands to members shall be sent to the address stated in the register or to the residence notified by the member.

Chapter 3: General Assembly

Article 15 (Composition)

The General Assembly shall consist of the full members.

2. The General Assembly in the preceding paragraph shall be the general meeting of members (shain sokai) under the General Incorporated Act.

3. Each full member organization shall have one vote at the General Assembly.

Article 16 (Matters for Resolution)

Unless otherwise provided by laws and regulations or these Articles, the General Assembly shall pass resolutions on the following matters, with one representative of full member organizations holding a majority of the voting rights in attendance:

(1) expulsion of members; (2) appointment and dismissal of Directors and Auditors; (3) amounts of remuneration of Directors and Auditors; (4) approval of the balance sheet and the profit and loss statement (statement of activities) and their supplementary schedules; (5) amendment of the Articles of Incorporation; (6) dissolution and disposition of residual assets; (7) matters submitted to the General Assembly by the Board of Directors; and (8) other matters to be resolved by the General Assembly as stipulated by laws and regulations or these Articles.

2. In the resolutions in the preceding paragraph, items (1) and (2) (as regards dismissal of Auditors), (5), (6) and (7), and special matters stipulated by laws and regulations or these Articles, shall be decided by a majority of all full members that also represents two-thirds or more of the voting rights of all full members. Other matters shall be decided by a majority of the voting rights of the full members in attendance.

Article 17 (Holding)

The ordinary General Assembly shall be held within three months after the last day of each business year, and extraordinary General Assemblies shall be held as necessary.

Article 18 (Convocation)

Unless otherwise provided by laws and regulations, the General Assembly shall be convened by the President on the basis of a resolution of the Board of Directors. If the President is unable to act, the Vice President shall convene it.

2. Notwithstanding the preceding paragraph, the General Assembly may be held without convocation procedures if all full members consent, except where voting by written or electromagnetic means is permitted.

3. A full member holding one-fifth or more of the voting rights of all full members may request the President to convene a General Assembly by indicating the purpose of the meeting and the reasons for convening it.

4. To convene the General Assembly, notice of convocation shall be sent to full members at least one week before the meeting date; where voting by written or electronic means is permitted, at least two weeks before.

Article 19 (Quorum)

The General Assembly may not be held unless a majority of all full members are present.

Article 20 (Chair)

The President shall chair the General Assembly. If the President is unable to act, a chair shall be elected at that Assembly.

Article 21 (Resolutions)

Except for matters prescribed in Article 49, paragraph 2 of the General Incorporated Act and matters specifically prescribed in these Articles, resolutions of the General Assembly shall be adopted by a majority of the full members in attendance, with a majority of all full members present.

Article 22 (Omission of Resolution of the General Assembly)

Where a Director or a full member has made a proposal on a matter to be resolved by the General Assembly and all full members have expressed consent to the proposal in writing or by electromagnetic record, a resolution of the General Assembly approving the proposal shall be deemed to have been adopted.

Article 23 (Exercise of Voting Rights by Proxy)

A full member may exercise its voting rights at the General Assembly by proxy. In this case, a document certifying the authority of proxy shall be submitted to the Organization for each General Assembly.

2. Instead of submitting the document certifying the authority of proxy, the member or proxy may, with the consent of the Organization, provide the matters to be stated in the document by electromagnetic means.

Article 24 (Minutes of the General Assembly)

Minutes stating the matters prescribed by laws and regulations shall be prepared for the proceedings of the General Assembly.

2. At the General Assembly, at least one minutes signatory shall be elected from among the full members in attendance, and the chair and the minutes signatory shall sign or affix their names and seals to the minutes.

Chapter 4: Officers

Article 25 (Number)

The Organization shall have the following officers:

(1) Directors: not fewer than 5 and not more than 25; (2) Auditors: one or more.

2. One of the Directors shall be the President, and several Vice Presidents may be appointed.

3. The President in the preceding paragraph shall be the representative director under the General Incorporated Act, and the Vice Presidents shall be executive directors under that Act.

Article 26 (Election of Officers)

Directors and Auditors shall be elected by resolution of the General Assembly.

2. Directors and Auditors shall be elected from among the officers or employees of the full members of the Organization. However, where necessary, this shall not prevent the election of several persons from outside these.

3. A full member may recommend one Director from among the officers or employees of its own organization.

4. The President and Vice Presidents shall be selected from among the Directors by resolution of the Board of Directors.

Article 27 (Duties and Powers of Directors)

Directors shall constitute the Board of Directors and perform their duties as provided by laws and regulations and these Articles.

2. The President shall represent the Organization and execute its business as provided by laws and regulations and these Articles.

3. The Vice Presidents shall assist the President.

4. The President and the Vice Presidents shall report the status of the execution of their duties to the Board of Directors at least twice in each business year, at intervals of not more than four months.

Article 28 (Duties and Powers of Auditors)

Auditors shall audit the execution of duties by Directors and prepare audit reports as provided by laws and regulations.

2. Auditors shall attend meetings of the Board of Directors and audit the status of business execution, finances and other matters.

3. Auditors may at any time request business reports from Directors and employees and investigate the business and financial condition of the Organization.

Article 29 (Term of Office)

The term of office of Directors and Auditors shall expire at the conclusion of the ordinary General Assembly relating to the last business year ending within two years after their election.

2. The term of office of a person elected to fill a vacancy caused by the departure of a Director or Auditor before the expiry of the term shall be the remainder of the predecessor’s term.

3. The term of office of a Director elected to increase the number of Directors shall be the remainder of the terms of the other Directors.

4. If, after resignation or expiry of the term, the number of Directors or Auditors falls below the required number, they shall continue to have the rights and obligations of Directors or Auditors until the newly elected persons take office.

Article 30 (Dismissal of Officers)

Directors and Auditors may be dismissed by resolution of the General Assembly in accordance with Article 16 of these Articles.

Article 31 (Remuneration of Officers)

Remuneration, bonuses and other financial benefits received from the Organization as consideration for the execution of duties by Directors and Auditors shall be determined by resolution of the General Assembly.

Article 32 (Exemption from Liability)

Where the requirements prescribed by laws and regulations are met, liability of officers for damages under Article 111, paragraph 1 of the General Incorporated Act may be exempted by resolution of the Board of Directors, up to the amount obtained by deducting the minimum liability amount prescribed by laws and regulations.

Chapter 5: Board of Directors

Article 33 (Composition)

The Organization shall have a Board of Directors.

2. The Board of Directors shall consist of all Directors.

Article 34 (Powers)

In addition to what is separately provided in these Articles, the Board of Directors shall perform the following duties: (1) decisions on business execution; (2) supervision of the execution of duties by Directors; and (3) selection and removal of the President and Vice Presidents.

Article 35 (Convocation)

Unless otherwise provided by laws and regulations, the Board of Directors shall be convened by the President.

2. If the President is unable to act, the Vice President shall convene it. If the Vice President is unable to act, another Director shall convene it in the order determined in advance by the Board of Directors.

3. The Board of Directors may be convened electromagnetically as necessary.

4. The Board of Directors may be held without convocation procedures if all Directors and Auditors consent.

Article 36 (Quorum)

The Board of Directors may not hold a meeting unless a majority of the Directors are present.

Article 37 (Chair)

The President shall chair the Board of Directors. If the President is unable to act, the Vice President shall do so; if the Vice President is unable to act, another Director shall do so in the order determined in advance by the Board of Directors.

Article 38 (Resolutions of the Board of Directors)

Unless otherwise provided in these Articles, resolutions of the Board of Directors shall be adopted by a majority of the Directors in attendance, excluding Directors with a special interest in the resolution, where a majority of such Directors are present.

2. Notwithstanding the preceding paragraph, where the requirements of Article 96 of the General Incorporated Act are met, a resolution of the Board of Directors approving the proposal shall be deemed to have been adopted.

Article 39 (Omission of Reports)

Where a Director or Auditor has notified all Directors and Auditors of a matter to be reported to the Board of Directors, reporting the matter to the Board of Directors shall not be required. However, this does not apply to reports under Article 91, paragraph 2 of the General Incorporated Act.

Article 40 (Minutes of the Board of Directors)

Minutes stating the matters prescribed by laws and regulations shall be prepared for the proceedings of the Board of Directors.

2. The President and Auditors in attendance shall sign or affix their names and seals to the minutes, which shall be kept at the principal office for ten years.

Chapter 6: Committees

Article 41 (Committees)

The Organization shall establish committees to promote its projects. Committees may be established by resolution of the Board of Directors. The method of operation shall be determined separately.

Chapter 7: Assets and Accounting

Article 42 (Business Year)

The business year of the Organization shall run from April 1 of each year to March 31 of the following year.

Article 43 (Business Plan and Budget)

The business plan and budget of the Organization shall be prepared by the President by the day before the start of each business year and approved by the Board of Directors at its most recent meeting. The same shall apply to any change.

2. Notwithstanding the preceding paragraph, where the budget is not adopted for unavoidable reasons, the President may, on the basis of a resolution of the Board of Directors, obtain income and make expenditures in accordance with the previous year’s budget until the budget is adopted.

3. The income and expenditures in the preceding paragraph shall be deemed income and expenditures of the newly adopted budget.

4. The documents in the preceding paragraph shall be kept at the principal office until the end of the business year concerned.

Article 44 (Business Report and Settlement of Accounts)

After the end of each business year, the President shall prepare the following documents for the business report and settlement of accounts, have them audited by the Auditors, and obtain approval of the Board of Directors:

(1) business report; (2) supplementary schedules to the business report; (3) balance sheet; (4) profit and loss statement (statement of activities); and (5) supplementary schedules to the balance sheet and the profit and loss statement.

2. The documents so approved shall be submitted to the ordinary General Assembly; the contents of the documents in items (1) and (2) shall be reported, and approval shall be obtained for the documents in items (3) to (5).

Chapter 8: Amendment of the Articles and Dissolution

Article 45 (Amendment of the Articles of Incorporation)

The Articles of Incorporation may be amended by resolution of the General Assembly.

Article 46 (Dissolution)

The Organization shall be dissolved by resolution of the General Assembly or on other grounds prescribed by laws and regulations.

Article 47 (Vesting of Residual Assets)

Residual assets held by the Organization upon liquidation shall, following a resolution of the General Assembly, be donated to a corporation listed in Article 5, item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or to the national or a local government.

Article 48 (Matters Not Provided for in the Articles)

Matters not provided for in these Articles shall be governed by the General Incorporated Act and other laws and regulations.

Chapter 9: Secretariat

Article 49 (Secretariat)

The Organization shall have a Secretariat under the President to support the overall activities of the Organization.

2. The Secretary General shall be appointed by the President with the approval of the Board of Directors.

3. Matters concerning the organization and operation of the Secretariat, such as the employment conditions of Secretariat staff, shall be determined separately by the Board of Directors.