CHARTER 定款

Name

Article 1

This corporation shall be called the Public Interest Incorporated Foundation Japan International Labour Foundation (hereinafter referred to as "the Foundation"). The English name shall be Japan International Labour Foundation (abbreviated as JILAF).

Office

Article 2

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

2

The Foundation may establish subordinate offices in necessary locations upon resolution of the Board of Directors.

Purpose

Article 3

The purpose of the Foundation is to contribute to the promotion of mutual international understanding among labor-related personnel, the development of democratic labor movements, and the improvement of workers' welfare through training and exchange of domestic and foreign labor-related personnel and cooperation with social development activities conducted by foreign labor organizations, and to widely disseminate labor-related information obtained through these activities domestically and internationally, thereby promoting mutual understanding between the Japanese people and people of foreign countries.

Business Activities

Article 4

The Foundation shall conduct the following activities to achieve the purpose set forth in the preceding Article:

1. Invitation of foreign labor-related personnel to Japan
2. Cooperation with labor education activities, welfare and mutual aid activities conducted by labor organizations in developing countries
3. Cooperation with human resource development of domestic and foreign labor-related personnel
4. Surveys on foreign labor and social situations and holding of overseas seminars
5. Public relations regarding domestic and foreign labor and social situations
6. Holding symposiums for building constructive industrial relations in developing countries
7. Dissemination of information regarding the preceding items
8. Other activities necessary to achieve the purpose of the Foundation

2

The activities in the preceding paragraph shall be conducted in Japan and overseas.

Types of Assets

Article 5

The assets of the Foundation shall be of two types: Basic Assets and Other Assets.

2

Basic Assets shall be those determined by the Board of Directors as indispensable assets for conducting the activities that are the purpose of the Foundation.

3

Other Assets shall be assets other than Basic Assets.

4

The handling of assets donated after the date of public interest authorization shall be in accordance with the Rules on Handling of Donations, etc., separately prescribed by resolution of the Board of Directors.

Maintenance and Disposal of Basic Assets

Article 6

The Foundation must strive for the proper maintenance and management of Basic Assets.

2

When attempting to dispose of a part of the Basic Assets or exclude them from Basic Assets due to unavoidable reasons for the execution of the Foundation's activities, approval must be obtained by a resolution of at least two-thirds of the Councillors and Directors who are eligible to vote at the Board of Councillors and the Board of Directors.

Fiscal Year

Article 7

The fiscal year of the Foundation shall begin on April 1 of each year and end on March 31 of the following year.

Business Plan and Budget

Article 8

The Business Plan, Budget of Income and Expenditure, and documents describing the prospects for financing and capital investment (hereinafter referred to as "Business Plan and Budget, etc.") of the Foundation shall be prepared by the President by the day before the start of each fiscal year, and must be approved by the Board of Councillors after resolution by the Board of Directors. The same shall apply when changing them.

2

The President must submit the Business Plan and Budget, etc., of the preceding paragraph to the Administrative Agency by the day before the start of each fiscal year.

3

The documents in Paragraph 1 shall be kept at the principal office until the end of the relevant fiscal year and made available for public inspection.

Business Report and Settlement of Accounts

Article 9

Regarding the Business Report and Settlement of Accounts of the Foundation, the President shall prepare the following documents after the end of each fiscal year, and after being audited by the Auditors, must obtain the approval of the Board of Directors:

1. Business Report
2. Annexed detailed statements of the Business Report
3. Balance Sheet
4. Statement of Changes in Net Assets (Statement of Income and Expenditure)
5. Annexed detailed statements of the Balance Sheet and Statement of Changes in Net Assets
6. Inventory of Assets

2

Among the documents approved in the preceding paragraph, documents No. 1, 3, 4, and 6 shall be submitted to the Annual Board of Councillors Meeting. The content of document No. 1 shall be reported, and other documents must be approved.

3

The documents in the preceding paragraph must be submitted to the Administrative Agency within three months after the end of each fiscal year.

4

In addition to the documents in Paragraph 1, the following documents shall be kept at the principal office for five years and made available for public inspection, and the Articles of Incorporation shall be kept at the principal office and made available for public inspection:

1. Audit Report
2. List of Directors, Auditors, and Councillors
3. Documents stating the standards for payment of remuneration, etc. to Directors, Auditors, and Councillors
4. Documents describing the outline of the organizational structure and business activities, and important numerical values related thereto

Number of Councillors

Article 10

The Foundation shall have at least 10 and not more than 18 Councillors.

Election and Dismissal of Councillors

Article 11

The election and dismissal of Councillors shall be conducted at the Board of Councillors in accordance with the provisions of Articles 179 to 195 of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "General Incorporated Associations/Foundations Act").

2

When electing Councillors, all of the following requirements must be met:

1. For each Councillor, the total number of Councillors falling under the following (a) to (f) shall not exceed one-third of the total number of Councillors:
   • a. Said Councillor and their spouse or relatives within the third degree of kinship
   • b. A person who has not registered marriage with said Councillor but is in a relationship similar to a de facto marriage
   • c. An employee of said Councillor
   • d. A person other than those listed in (b) or (c) who maintains a living through money or other assets received from said Councillor
   • e. The spouse of a person listed in (c) or (d)
   • f. Relatives within the third degree of kinship of persons listed in (b) through (d) who share a livelihood with them
2. The total number of Councillors falling under the following (a) to (d) of another identical organization (excluding public interest corporations) shall not exceed one-third of the total number of Councillors:
   • a. Directors
   • b. Employees
   • c. Officers other than directors of said other identical organization (representatives or administrators in the case of unincorporated associations with designated representatives or administrators) or members who execute business
   • d. Staff members (excluding members of the Diet and members of local assemblies) of the following organizations:
     1. National government organs
     2. Local public entities
     3. Incorporated Administrative Agencies prescribed in Article 2, Paragraph 1 of the Act on General Rules for Incorporated Administrative Agencies
     4. National University Corporations prescribed in Article 2, Paragraph 1 of the National University Corporation Act or Inter-University Research Institute Corporations prescribed in Paragraph 3 of the same Article
     5. Local Incorporated Administrative Agencies prescribed in Article 2, Paragraph 1 of the Local Incorporated Administrative Agency Act
     6. Special Corporations or Authorized Corporations

3

A Councillor cannot concurrently serve as a Director, Auditor, or employee of the Foundation.

4

The Board of Councillors may dismiss a Councillor by a majority of two-thirds or more of the Councillors present who are eligible to vote.

Term of Office of Councillors

Article 12

The term of office of a Councillor shall be until the conclusion of the Annual Board of Councillors Meeting concerning the last fiscal year ending within four years after election. However, this does not preclude reappointment.

2

The term of office of a Councillor elected to fill a vacancy of a Councillor who retired before the expiration of their term shall be until the expiration of the term of the retired Councillor.

3

If the number of Councillors falls short of the fixed number specified in Article 10, a Councillor shall continue to have the rights and obligations of a Councillor even after retirement due to expiration of term or resignation until a newly elected person assumes office.

Remuneration of Councillors

Article 13

Remuneration may be paid to Councillors in an amount calculated in accordance with the standards for payment of remuneration, etc. separately prescribed by the Board of Councillors, within a range not exceeding 2 million yen in total for each fiscal year.

Constitution

Article 14

The Board of Councillors shall consist of all Councillors.

Authority

Article 15

The Board of Councillors shall resolve on the following matters:

1. Election and dismissal of Directors, Auditors, and Councillors
2. Amount of remuneration, etc. for Directors and Auditors
3. Standards for payment of remuneration, etc. to Councillors, etc.
4. Approval of Business Plan and Budget, etc.
5. Approval of Balance Sheet, Statement of Changes in Net Assets (Statement of Income and Expenditure), and Inventory of Assets
6. Amendment of Articles of Incorporation
7. Disposal of residual assets
8. Approval of disposal or exclusion of Basic Assets
9. Other matters stipulated by laws and regulations or these Articles of Incorporation to be resolved by the Board of Councillors

Types and Holding

Article 16

The Board of Councillors shall be held as an Annual Board of Councillors Meeting once within three months after the end of each fiscal year, and whenever necessary.

Convocation

Article 17

The Board of Councillors shall be convened by the President based on a resolution of the Board of Directors, unless otherwise provided by law.

2

Notwithstanding the preceding paragraph, Councillors may request the President to convene a Board of Councillors Meeting by indicating the matters that are the purpose of the meeting and the reason for convocation.

3

When a request is made pursuant to the preceding paragraph, the President must convene a Board of Councillors Meeting without delay.

Notice of Convocation

Article 18

When convening a Board of Councillors Meeting, the President must issue a notice to Councillors in writing stating the date, time, place, and purpose of the meeting at least one week prior to the date of the meeting.

2

Notwithstanding the preceding paragraph, if there is consent from all Councillors, a Board of Councillors Meeting may be held without going through the convocation procedures.

Chairperson

Article 19

The Chairperson of the Board of Councillors shall be elected by mutual vote at the Board of Councillors Meeting.

Resolution

Article 20

Resolutions of the Board of Councillors shall be made by a majority of the Councillors present, provided that a majority of the Councillors excluding those who have a special interest in the resolution are present.

2

Notwithstanding the provisions of the preceding paragraph, the following resolutions must be made by a majority of two-thirds or more of the Councillors excluding those who have a special interest in the resolution:

1. Dismissal of Auditors
2. Amendment of Articles of Incorporation
3. Approval of disposal or exclusion of Basic Assets
4. Dismissal of Councillors
5. Other matters stipulated by laws and regulations or these Articles of Incorporation

3

When resolving a proposal to elect Directors or Auditors, the resolution in Paragraph 1 must be made for each candidate.

4

If the total number of candidates for Directors or Auditors exceeds the fixed number prescribed in each item of Article 24, Paragraph 1, those who have obtained the majority of votes shall be elected in descending order of the number of votes obtained until the fixed number is reached.

Omission of Resolution

Article 21

When a Director makes a proposal regarding a matter that is the purpose of the Board of Councillors Meeting, if all Councillors (limited to those who can participate in the vote on said matter) manifest their consent to said proposal in writing or by electromagnetic record, it shall be deemed that a resolution of the Board of Councillors approving said proposal has been made.

Omission of Report

Article 22

When a Director notifies all Councillors of matters to be reported to the Board of Councillors, if all Councillors manifest their consent in writing or by electromagnetic record that said matters need not be reported to the Board of Councillors, it shall be deemed that said matters have been reported to the Board of Councillors.

Minutes

Article 23

Regarding the proceedings of the Board of Councillors, minutes shall be created as prescribed by laws and regulations.

2

The Chairperson and two minutes signatories elected from among the Councillors present at the meeting must sign and seal the minutes prescribed in the preceding paragraph.

Types and Fixed Number

Article 24

The Foundation shall have the following Officers:

1. Directors: 10 or more and 18 or fewer
2. Auditors: 2 or fewer

2

Among the Directors, one shall be the President and one shall be the Senior Executive Director.

3

In addition to the above, up to two Vice Presidents and up to two Executive Directors may be appointed.

4

The President and Senior Executive Director in Paragraph 2 shall be the Representative Directors under the General Incorporated Associations/Foundations Act, and up to two Directors may be Executive Directors prescribed in Article 91, Paragraph 1, Item 2 of the same Act (hereinafter referred to as Executing Directors).

Election, etc.

Article 25

Directors and Auditors shall be elected by resolution of the Board of Councillors.

2

The Representative Directors and Executing Directors shall be selected from among the Directors by resolution of the Board of Directors.

3

Auditors cannot concurrently serve as Directors or employees of the Foundation.

4

Among the Directors, the total number of any one Director and their spouse or relatives within the third degree of kinship or other persons having a special relationship prescribed by laws and regulations shall not exceed one-third of the total number of Directors. The same shall apply to Auditors.

5

The total number of Directors who are directors or employees of another identical organization or persons prescribed by laws and regulations as having a closely related relationship equivalent thereto shall not exceed one-third of the total number of Directors. The same shall apply to Auditors.

6

When there is a change in Directors or Auditors, it must be registered within two weeks, and notification to that effect must be submitted to the Administrative Agency without delay, accompanied by a certificate of registered matters, etc.

Duties and Authority of Directors

Article 26

Directors shall constitute the Board of Directors and execute their duties in accordance with laws and regulations and these Articles of Incorporation.

2

The President represents the Foundation and executes its business.

3

The Vice Presidents, Senior Executive Director, and Executive Directors share the execution of the Foundation's business in accordance with the Rules on Authority of Office separately prescribed after resolution by the Board of Directors.

4

The President, Vice Presidents, Senior Executive Director, and Executive Directors must report the status of execution of their duties to the Board of Directors at least twice every fiscal year at intervals exceeding four months.

Duties and Authority of Auditors

Article 27

Auditors shall perform the following duties:

1. Audit the execution of duties by Directors and prepare audit reports in accordance with laws and regulations and these Articles of Incorporation.
2. Request reports on business from Directors and employees, investigate the status of the Foundation's business and assets, and audit the financial statements and business reports for each fiscal year.
3. Attend Board of Directors meetings and state opinions when deemed necessary.
4. Report to the Board of Councillors and Board of Directors when recognizing that a Director engages in misconduct, or is likely to engage in misconduct, or when recognizing facts in violation of laws and regulations or the Articles of Incorporation, or significantly improper facts.
5. Request the President to convene a Board of Directors meeting when necessary to make a report as set forth in the preceding item. However, if a notice of convocation for a Board of Directors meeting is not issued within five days from the date of request, setting a date within two weeks from the date of request, the Auditor may directly convene the Board of Directors meeting.
6. Investigate proposals, documents, and other items prescribed by laws and regulations that Directors intend to submit to the Board of Councillors, and report the results of the investigation to the Board of Councillors when recognizing matters in violation of laws and regulations or the Articles of Incorporation, or significantly improper matters.
7. Request a Director to cease an act when the Director engages in an act outside the scope of the Foundation's purpose or other acts in violation of laws and regulations or the Articles of Incorporation, or when there is a risk of such acts, and such acts are likely to cause significant damage to the Foundation.
8. Exercise other legal authorities granted to Auditors.

Term of Office of Officers

Article 28

The term of office of a Director shall be until the conclusion of the Annual Board of Councillors Meeting concerning the last fiscal year ending within two years after election. However, this does not preclude reappointment.

2

The term of office of an Auditor shall be until the conclusion of the Annual Board of Councillors Meeting concerning the last fiscal year ending within two years after election. However, this does not preclude reappointment.

3

The term of office of a Director or Auditor elected as a substitute shall be until the expiration of the term of the predecessor.

4

If the number of Directors or Auditors falls short of the fixed number specified in each item of Article 24, Paragraph 1, a Director or Auditor shall continue to have the rights and obligations of a Director or Auditor even after retirement due to expiration of term or resignation until a newly elected person assumes office.

Dismissal of Officers

Article 29

A Director or Auditor may be dismissed by resolution of the Board of Councillors if they fall under any of the following. However, the dismissal of an Auditor must be based on a resolution of at least two-thirds of the Councillors eligible to vote.

1. When they have violated their official obligations or neglected their duties.
2. When they have difficulty executing their duties or cannot bear the execution of duties due to mental or physical malfunction.

Remuneration, etc.

Article 30

Remuneration, etc. may be paid to Directors and Auditors in an amount calculated in accordance with the standards for payment of remuneration, etc. separately prescribed by the Board of Councillors, within the range of the total amount separately prescribed by the Board of Councillors.

Constitution

Article 31

The Board of Directors shall consist of all Directors.

Authority

Article 32

The Board of Directors shall perform the following duties in addition to those separately prescribed by laws and regulations and these Articles of Incorporation:

1. Determination of the execution of the Foundation's business
2. Supervision of the execution of duties by Directors
3. Selection and dismissal of the President, Vice Presidents, Senior Executive Director, and Executive Directors

Types and Holding

Article 33

The types and holding of Board of Directors meetings shall be in accordance with the provisions of the Rules on Operation of the Board of Directors.

Convocation

Article 34

Board of Directors meetings shall be convened by the President.

2

When the President is absent or unable to act, another Director shall convene the meeting in the order predetermined by the Board of Directors.

3

Convocations not provided for in the preceding Paragraphs 1 and 2 shall be in accordance with the Rules on Operation of the Board of Directors.

Chairperson

Article 35

The President shall serve as the Chairperson of the Board of Directors.

Resolution

Article 36

Unless otherwise specially provided by laws and regulations or these Articles of Incorporation, resolutions of the Board of Directors shall be made by a majority of the Directors present, provided that a majority of Directors excluding those who have a special interest in the resolution are present. However, the Chairperson cannot participate in the vote as a Director.

2

In the event of a tie in the vote by Directors, the decision shall be made by the Chairperson.

Omission of Resolution

Article 37

When a Director makes a proposal regarding a matter that is the purpose of the Board of Directors resolution, if all Directors (limited to those who can participate in the vote on said matter) manifest their consent to said proposal in writing or by electromagnetic record (except when an Auditor states an objection to said proposal), it shall be deemed that a resolution of the Board of Directors approving said proposal has been made.

Omission of Report

Article 38

When a Director or Auditor notifies all Directors and Auditors of matters to be reported to the Board of Directors, such matters need not be reported to the Board of Directors.

2

The provision of the preceding paragraph does not apply to reports under Article 26, Paragraph 4.

Minutes

Article 39

Regarding the proceedings of the Board of Directors, minutes shall be created as prescribed by laws and regulations.

2

The President and Auditors present must sign and seal the minutes of the preceding paragraph.

3

The minutes of the Board of Directors shall be kept at the principal office for 10 years from the day of the Board of Directors meeting, and requests for inspection and copying based on laws and regulations from Councillors and creditors shall be complied with.

Committees

Article 40

To functionally execute the business of the Foundation, the following committees shall be established as advisory bodies to the Board of Directors:

1. General Affairs Committee
2. Planning Committee
3. Other committees deemed necessary by the Board of Directors

2

Matters necessary for the duties, composition, and operation of committees shall be in accordance with the Rules on Operation of Committees separately prescribed.

Advisors and Counsellors

Article 41

The Foundation may have up to 5 Advisors and up to 5 Counsellors.

2

Advisors and Counsellors shall perform the following duties:

1. Respond to consultations from the President
2. State reference opinions on matters consulted by the Board of Directors

3

The election and dismissal of Advisors and Counsellors shall be resolved at the Board of Directors.

4

Remuneration, etc. may be paid to Advisors and Counsellors in an amount calculated in accordance with the standards for payment of remuneration, etc. separately prescribed by the Board of Councillors, within the range of the total amount separately prescribed by the Board of Councillors.

Establishment, etc.

Article 42

A Secretariat shall be established to handle the administrative affairs of the Foundation.

2

The Secretariat shall have a Secretary-General and necessary staff.

3

The Secretary-General shall be appointed and dismissed by the President after resolution by the Board of Directors.

4

Staff other than the preceding paragraph shall be appointed and dismissed by the President.

5

Matters necessary for the organization and operation of the Secretariat shall be separately prescribed by the President after resolution by the Board of Directors.

Supporting Members

Article 43

The Foundation may accept individuals or entities who agree with the purpose of the Foundation and pay supporting membership fees as Supporting Members.

2

Necessary matters regarding Supporting Members shall be in accordance with the Rules on Supporting Members separately prescribed after resolution by the Board of Directors.

Amendment of Articles of Incorporation

Article 44

These Articles of Incorporation may be amended by resolution of the Board of Councillors.

2

The provision of the preceding paragraph also applies to Articles 3, 4, and 11 of these Articles of Incorporation.

Merger, etc.

Article 45

The Foundation may merge with other corporations under the General Incorporated Associations/Foundations Act, transfer all or part of its business, or abolish all public interest activities by a resolution of at least two-thirds of the Councillors eligible to vote at the Board of Councillors.

2

When attempting to perform the acts in the preceding paragraph, notification to that effect must be submitted to the Administrative Agency in advance.

Dissolution

Article 46

The Foundation shall be dissolved due to reasons prescribed in Article 202 of the General Incorporated Associations/Foundations Act and other reasons prescribed by laws and regulations.

Donation of Residual Assets for Public Interest Purposes

Article 47

In the event that the Foundation receives a disposition of revocation of public interest authorization, or ceases to exist due to a merger (except when the corporation succeeding its rights and obligations is a public interest corporation), if there is a balance of assets acquired for public interest purposes prescribed in Article 30, Paragraph 2 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (hereinafter referred to as the "Public Interest Corporation Authorization Act"), the Foundation shall, after resolution by the Board of Councillors, donate assets equivalent to such amount to corporations listed in Article 5, Item 17 of the Public Interest Corporation Authorization Act or to the national government or local public entities within one month from the date of said revocation of public interest authorization or the date of said merger.

Attribution of Residual Assets

Article 48

Residual assets possessed by the Foundation in the case of liquidation due to dissolution, etc. shall be donated to corporations listed in Article 5, Item 17 of the Public Interest Corporation Authorization Act or to the national government or local public entities after resolution by the Board of Councillors.

Method of Public Notice

Article 49

Public notices of the Foundation shall be made by electronic public notice.

2

In the event that the electronic public notice in the preceding paragraph cannot be made due to an accident or other unavoidable reason, it shall be done by publication in the Official Gazette.

1

These Articles of Incorporation shall come into effect from the date of registration of the establishment of the public interest corporation prescribed in Article 106, Paragraph 1 of the "Act on Arrangement of Relevant Acts Accompanied by the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations."

2

When the registration of dissolution of the special civil law corporation prescribed in Article 106, Paragraph 1 of the "Act on Arrangement of Relevant Acts Accompanied by the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations" and the registration of establishment of the public interest corporation are performed, notwithstanding the provisions of Article 7 of these Articles of Incorporation, the day before the registration of dissolution shall be the last day of the fiscal year, and the date of registration of establishment shall be the start date of the fiscal year.

3

The first Representative Director shall be President Tsuyoshi Takagi.

4

This partial amendment to the Articles of Incorporation shall come into effect as of October 15, 2012.

5

This partial amendment to the Articles of Incorporation shall come into effect as of December 2, 2015.

6

This partial amendment to the Articles of Incorporation shall come into effect as of April 1, 2021.