Articles of Incorporation

 

General Foundation Islamic Culture Center Osaka

 

Chapter 1: General Rules

 

Article 1 (Name)

 

This organization is called General Foundation Islamic Cultural Center Osaka.

 

Article 2 (Address of Office)

This foundation's address is 4-6-13, Toyokawa, Ibaraki City , Osaka Prefecture .

 

Chapter 2: Purpose and Activities

 

Article 3 (Purpose)

This organization aims to promote friendship and mutual assistance between participant members who gather at the Islamic Cultural Center, Osaka .

Article 4 (Business)

To achieve the purpose of the former article, this foundation does the following activities.

1. Maintenance, management, and management business of the Islamic Cultural Center, Osaka as the owner of the property.

2. Activities concerning participant members' public welfare.

3. Islamic religious activities.

4. Introducing Islam and promoting Islamic cultural exchange with the local populace by public lectures.

5. Offering social activity programs for Muslims living in Japan .

6. Promoting friendship, communication, and cooperation between participant members.

7. Activities that support or relate to any of the former.

 

Chapter 3: Official members, etc.

 

Article 5 (Members, and others)

1. This organization has the following membership:

1. Official member - an individual or a group that is approved by this foundation, or a person who becomes an official member under the provisions of the next article.

2. Participant member - an individual or group that is approved by this foundation.

2. Regarding membership in (1) in the preceding section, those eligible for official membership "refer to the Regulations concerning General Corporations and General Foundations" are treated as official members.

3. A person who wishes to become a participant member should apply to the address provided by the board of directors, and receive the representative director's approval.

4. Any matter concerning a participant member other than described in the preceding clause is assumed to be dependent on the membership regulations that the board of directors provides separately.

 

Article 6 (Acquisition of official membership qualifications)

 

A person who wishes to become an official member should apply after obtaining the recommendation of an incumbent member of this foundation before applying to the address provided by the board of directors, and receiving the representative director's approval.

 

Article 7 (Burden of expenditure)

 

At the time of becoming an official member and in every subsequent year, an official member is obliged to bear the costs arising from the foundation's normal daily activities, at an amount to be determined separately in an official member s' general meeting.

Article 8 (Arbitrary leaving office)

 

An official member can arbitrarily leave the board at any time by submitting the report of leaving office separately provided by the board of directors' office.

 

Article 9 (Expulsion)

 

When an official member acts in a manner corresponding to any of conditions 1-3 below, the person concerned can be expelled by a resolution of the majority of an official member s' general meeting.

1. When in violation of these articles of incorporation and other rules.

2. When corporate honor is damaged or an act is done in contradiction to its purpose.

3. When there is any other just reason that the person should be expelled.

Article 10 (Loss of corporate member status)

 

In addition to condition 2 of the previous article, the status of official membership is lost when any of conditions 1-3 below apply to that member.

1. When the official member does not fulfill the payment obligation of Article 7 for two years or more.

2. When the board members are in unanimous agreement about the affair.

3. When the official member concerned dies or the foundation is dissolved.

 

Chapter 4 Official Members' General Meeting

 

Article 11 (Composition)

The official members' general meeting is composed of all the official members.

Article 12 (Authority)

 

The official members' general meeting resolves the following matters.

1. A board members' expulsion.

2. The election or dismissal of a director and inspector

3. The amount of directors' and inspector's remuneration, etc.

4. The balance sheet, statement of income, and approval of these attached detailed statements

5. Changes in the articles of incorporation.

6. The dissolution and disposal of residuary estate.

7. Other matters stipulated by law or by these articles of incorporation to be resolved in an official members' general meeting.

 

Article 13 (Time of holding a meeting)

 

In addition to the official members' annual general meeting which is convened regularly every March, an official member's general meeting can be held whenever there is a necessity.

Article 14 (Calling a meeting)

 

1. The representative director calls the official members' general meeting based on a resolution by the board of directors, except when the law dictates other circumstances.

2. An official member owning no less than one-tenth of the total official members' voting rights can claim the right to call an official member s' general meeting by declaring the reason for the matter and informing the representative director of the reason for the official member s' general meeting.

 

Article 15 (Chairperson)

 

The chairperson of the official members' general meeting is elected in an official member s' general meeting from among the official members.

 

Article 16 (Voting Rights)

 

The right to vote in an official members' general meeting assumes one share equals one vote.

 

Article 17 (Resolution)

 

1. A resolution is passed at the official members' general meeting when official members holding the majority of the official members' rights to vote are in attendance and a majority vote is attained.

2. The following resolutions require the presence of official members holding the equivalent of more than half of the official members' rights to vote, and must be passed by a two-thirds majority regardless of the regulations of the preceding clause.

1. A director's expulsion

2. The inspector's dismissal

3. A change in the articles of incorporation

4. Dissolution

5. Any additional matter caused by an Act of Parliament

3. When a bill to elect a director or an inspector is passed, it is necessary to be in accordance with Clause 1 of this article when electing each candidate. When the total number of candidates for director or inspector as stated in Article 19 is exceeded, the candidate who obtained the highest number of votes is elected from among the candidates who obtained the agreement of the majority.

 

Article 18 (Minutes)

 

1. The recording of the minutes of the proceedings of the official member's general meeting is required by an Act of Parliament.

2. The chairperson and the directors who attended must affix their names and seals to the minutes mentioned in the preceding clause.

 

Chapter 5 Director

 

Article 19 (Director's Appointment)

 

1. This foundation has the following official members:

1. Directors. No less than three and no more than five.

2. Inspectors. One or more

2. One of the directors is made the representative director.

 

Article 20 (Director's Election)

 

1. A director is elected by a resolution in an official member s' general meeting.

2. The representative director is selected by a resolution of the board of directors from among the directors.

 

Article 21 (Director's duty and authority)

 

1. The members of the board of directors are assembled and perform their professional duties according to these articles of incorporation and the laws and ordinances of the district in which it is located.

2. The representative director executes business on behalf of this foundation according to these articles of incorporation and the laws and ordinances of the district in which it is located.

 

Article 22 (Inspector's Duty and Authority)

 

1. The inspector audits the execution of the duties of the director, and makes the auditing report according to the provisions of an Act of Parliament.

2. The inspector can, at anytime, by requesting a report from a director or an employee, investigate the business of the foundation and the situation of the property.

 

 

Article 23 (Director's term of office)

 

1. The director's term of office is for two years, and ends at the time of the regular annual official members' general meeting at the end of the business year.

2. The inspector's term of office is for four years, and ends at the time of the regular annual official members' general meeting at the end of the business year.

3. The term of office of the director or the inspector elected as a proxy continues until the time when their predecessor's term of office expires.

4. The term of office of the director and the inspector elected because of an increase of staff is until the time when the other directors and inspector's terms of office expire. However, concerning the term of office of the inspector elected because of the staff increase, when the other inspector's remaining term is less than in two years, refer to clause 2.

5. If, upon the expiration of the term of office or retirement of a director or inspector the number of directors or inspectors then falls below the number required by Article 19, the incumbent director or inspector has the obligation to serve until the person newly elected assumes the position.

 

Article 24 (The director's dismissal)

 

A director or inspector can be dismissed by the passing of a resolution at a general official members' meeting.

 

 

Article 25 (Remuneration etc.)

 

As a rule a director and an inspector receive no remuneration. However, for a full-time director and the inspector, as long as it is within the range of the total approved in the general meeting of official members, an amount calculated according to the standard of the provision for remuneration etc. separately approved in a general meeting of official members can be provided as a remuneration etc.

 

Chapter 6 Board of Directors

 

Article 26 (Composition)

 

1. This organization has a board of directors.

2. The board of directors is composed of all the directors.

 

Article 27 (Authority)

 

The board of directors has the following duties.

1. To make decisions regarding the execution of this foundation's business matters.

2. Supervision of the execution of the duties of the directors.

3. Selection and dismissal of the representative director and executive directors.

 

Article 28 (Calling a meeting)

 

1. The representative director calls for a meeting.

2. When the representative director is not present or is indisposed, any of the directors can call for a meeting of the board of directors.

 

Article 29 (Passing a resolution)

 

1. A resolution is passed by a majority of the directors in attendance. Any directors who have a special interest in the resolution are excluded from the vote

2. When the requirements of the "Law concerning a general corporation and a general foundation" Article 96 are met, regardless of the regulations of the preceding clause, it is considered that the board of directors has resolved the matter.

 

Article 36 (Minutes)

 

1. The minutes of the proceedings are required to be recorded according to the provisions of an Act of Parliament.

2. The directors and the inspector who attended must affix their names and seals to the minutes in the preceding clause.

 

Chapter 7 Property and Accounting

 

Article 31 (Business year)

 

This organization's business year starts on February 1 st . and ends on January 31 st . of the next year and every subsequent year.

 

Article 32 (Business scheme and revenue and expenditure budget)

 

1. Concerning this organization's revenue and expenditure budget records; the representative director completes them by the day before the beginning of every business year. It is necessary to receive the approval of the board of directors. In the case of any changes, the same rules apply.

2. Concerning the official papers mentioned in the preceding clause, an interval should be kept between the production of these documents in the head office and the end of the business year.

 

Article 33 (Business report and closing of accounts)

 

1. Concerning the business report and the closing of accounts of this foundation: at the end of every business year the representative director makes documents listed below. After receiving the inspector's audit and the approval of the board of directors they must be submitted to the official members' regular annual general meeting, where it is necessary to receive approval about the documents in No.1 and No.2.

1. Business report

2. Detailed statement of annexed document of business report

3. Balance sheet

4. Statement of income

5. Attached detailed statement of balance sheet and statement of income

2. The documents in the preceding clause and the auditing report must be filed in the main office for five years, along with the certificate of incorporation and the staff's register.

 

Chapter 8 Fund

 

Article 34 (fund)

 

1. It is possible for this foundation to recruit a person responsible for collecting donations.

2. The donated funds must be handed over by the person who collects them by a fixed date.

3. The procedure for the collection of donations, the method of keeping the donations, and any other necessary matters should be decided by the board of directors and approved separately at a regular official members' general meeting.

 

Chapter 9 Change and Dissolution of the Articles of Incorporation

 

Article 35 (Changes in the articles of incorporation)

 

These articles of incorporation can be changed by a resolution passed at a regular official members' general meeting.

 

Article 36 (Dissolution)

 

This foundation can be dissolved due to reasons provided by the law, or by a resolution passed at a regular official members' general meeting.

 

Chapter 10 Notification method

 

Article 37 (Notification method)

 

Public announcements are to be displayed on a notice board at the main office where they can be seen easily.

 

Chapter 11 Additional Matters

Article 38 (Regarding any matter that is not provided for in these articles of incorporation)

 

All matters that are not provided for in these articles of incorporation should be referred to the "Regulations concerning general corporations and general foundations".