Articles of incorporation

Articles of Incorporation of Home NOC Operators’ Group

Note: This document is a reference translation of the Japanese Articles of Incorporation. In case of any discrepancies or differences in interpretation between the English and Japanese versions, the Japanese version shall be considered the authoritative version.

Chapter 1 General Provisions

Article 1 (Name)

This corporation shall be called the General Incorporated Association Home NOC Operators’ Group.
In English, it shall be displayed as “Home NOC Operators’ Group”.

Article 2 (Principal Office)

The principal office of this corporation shall be located in Naka Ward, Yokohama City, Kanagawa Prefecture.
This corporation may establish branch offices at necessary locations by a resolution of the General Meeting of Members.

Article 3 (Purpose)

The purpose of this corporation is to contribute to the development of engineers by enabling students and young engineers who are interested in network technology to design, build, and operate autonomous systems connected to the Internet, and to carry out the following activities in order to achieve this purpose:

  1. Design, construction, and operation of facilities, including networks, for learning Internet operation technologies
  2. Experiments using new network technologies
  3. Provision of Internet connectivity and facilities to individuals or organizations that support the activities of this corporation
  4. Meaningful exchanges and the holding of study sessions with other technical communities
  5. All activities incidental or related to the preceding items

Article 4 (Method of Public Notice)

Public notices of this corporation shall be made by electronic public notice. However, if electronic public notice cannot be made due to accidents or other reasons, such notices shall be published in the Official Gazette.

Chapter 2 Members and Membership

Article 5 (Composition of Members)

The members of this corporation shall consist of the following categories, and Regular Members shall constitute the “members” under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “General Corporation Act”):

  1. Regular Members
  2. Experimental Network Members
  3. Community Members

  4. Corporate Members

  5. The rights and obligations of members shall be separately prescribed in the Membership Regulations.
  6. Persons wishing to become members shall complete the procedures prescribed in the Membership Regulations.

Article 6 (Burden of Expenses)

Members shall bear the obligation to pay the expenses necessary to achieve the purposes of this corporation.
Members shall pay the admission fee and membership fees separately determined by the General Meeting of Members.

Article 7 (Admission and Withdrawal)

Individuals or corporations that agree with the purpose of this corporation and are admitted shall become members.

  1. To become a member, an application in the prescribed form of this corporation shall be submitted, and approval by the Representative Director shall be obtained.
  2. Members may withdraw at any time by submitting an application in the prescribed form of this corporation; provided, however, that notice shall be given to the corporation at least one month in advance.

Article 8 (Expulsion)

If a member damages the reputation of this corporation, engages in conduct contrary to its purpose, or otherwise violates the obligations of a member, and there is justifiable reason for expulsion, such member may be expelled by a resolution of the General Meeting of Members as provided in Article 49, Paragraph 2 of the General Corporation Act.

Article 9 (Loss of Membership Status)

A member shall lose membership status if any of the following applies:

  1. The member withdraws.
  2. The member dies, is declared missing, or is dissolved.
  3. The member is in arrears in payment of membership fees for two years or more.
  4. The member is expelled.
  5. All members give their consent.

Article 10 (Register of Members)

This corporation shall prepare a register of members listing the names (or names of entities) and addresses of the members.

Chapter 3 General Meeting of Members

Article 11 (Composition)

The General Meeting of Members shall consist of all members.

Article 12 (Authority)

The General Meeting of Members shall resolve the following matters:

  1. Expulsion of members
  2. Appointment or dismissal of directors
  3. Approval of the balance sheet and statement of income and expenses (statement of changes in net assets), and their accompanying schedules
  4. Amendments to the Articles of Incorporation
  5. Dissolution and disposition of residual assets
  6. Other matters provided for by laws and regulations or these Articles of Incorporation, or matters to be resolved by the General Meeting of Members

Article 13 (Meetings)

The General Meeting of Members shall consist of an Ordinary General Meeting of Members and Extraordinary General Meetings of Members.
The Ordinary General Meeting of Members shall be held within three months after the end of each fiscal year, and Extraordinary General Meetings of Members shall be held as necessary.

Article 14 (Convocation)

The General Meeting of Members shall be convened by a director designated according to separately prescribed procedures, based on a decision of a majority of the directors.
Notice of convocation of the General Meeting of Members shall be given to the members at least one week prior to the meeting date.

Article 15 (Voting Rights)

Each member shall have one voting right.

Article 16 (Method of Resolution)

Resolutions of the General Meeting of Members shall be adopted, except as otherwise provided by laws and regulations, by a majority of the voting rights of the members present, provided that members holding a majority of the total voting rights of all members are present.

  1. Resolutions under Article 49, Paragraph 2 of the General Corporation Act shall be adopted by a majority of all members, holding at least two-thirds of the total voting rights of all members.

Article 17 (Minutes)

Minutes shall be prepared for the proceedings of the General Meeting of Members in accordance with laws and regulations.

  1. The chairperson and the directors present shall sign or electronically sign the minutes referred to in the preceding paragraph.

Article 18 (Deemed Resolutions of the General Meeting of Members)

If a director or member makes a proposal regarding a matter that is the purpose of the General Meeting of Members, and all members express their consent in writing or by electronic record, the proposal shall be deemed to have been approved by a resolution of the General Meeting of Members.

  1. This corporation shall keep the written documents or electronic records referred to in the preceding paragraph for ten years from the date on which the resolution is deemed to have been adopted.
  2. If, pursuant to the provisions of Paragraph 1, all proposals regarding matters that are the purpose of the Ordinary General Meeting of Members are deemed to have been approved, the Ordinary General Meeting of Members shall be deemed to have concluded at that time.

Article 19 (Deemed Reporting to the General Meeting of Members)

If a director notifies all members of matters to be reported to the General Meeting of Members, and all members express their consent in writing or by electronic record that such matters need not be reported to the General Meeting of Members, such matters shall be deemed to have been reported to the General Meeting of Members.

Chapter 4 Officers

Article 20 (Officers)

This corporation shall have the following officers:

  1. Three (3) to ten (10) directors

Article 21 (Duties and Authority of Directors)

Directors shall perform their duties in accordance with laws and regulations and these Articles of Incorporation.

  1. The Representative Director shall represent this corporation and execute its operations in accordance with laws and regulations and these Articles of Incorporation.

Article 22 (Term of Office of Officers)

The term of office of directors shall be until the conclusion of the Ordinary General Meeting of Members relating to the final fiscal year ending within two years after their appointment.

  1. If the number of directors stipulated in Article 20, Paragraph 1 is not met, a director who has retired due to expiration of term or resignation shall retain the rights and obligations of a director until a newly appointed director assumes office.

Chapter 5 Secretariat

Article 23 (Establishment)

This corporation shall establish a secretariat to carry out its activities and handle administrative affairs.

  1. The secretariat shall have a Secretary-General and the necessary staff.
  2. The Secretary-General and key staff members shall be appointed and dismissed by the Representative Director with the approval of the General Meeting of Members.
  3. In the absence of the Secretary-General, a director shall concurrently perform the duties.
  4. Matters necessary for the organization and operation of the secretariat shall be separately determined by a resolution of the General Meeting of Members.

Chapter 6 Accounting

Article 24 (Fiscal Year)

The fiscal year of this corporation shall be one year, from April 1 to March 31 of the following year.

Article 25 (Business Plan and Budget)

The business plan and budget of this corporation shall be prepared by the Representative Director by the day before the start of each fiscal year and shall require approval by the General Meeting of Members. The same shall apply to any changes thereto.

  1. The documents set forth in the preceding paragraph shall be kept at the principal office for five years and made available for public inspection.

Article 26 (Business Report and Settlement of Accounts)

After the end of each fiscal year, the Representative Director shall prepare the following documents and submit them to the Ordinary General Meeting of Members. The contents of Items 1 and 2 shall be reported, and approval shall be obtained for Items 3 through 5:

  1. Business Report
  2. Supplementary Schedules to the Business Report
  3. Balance Sheet
  4. Statement of Income and Expenses (Statement of Changes in Net Assets)

  5. Supplementary Schedules to the Balance Sheet and Statement of Income and Expenses (Statement of Changes in Net Assets)

  6. In addition to the documents set forth in the preceding paragraph, the audit report shall be kept at the principal office for five years, and the Articles of Incorporation and the register of members shall also be kept at the principal office and made available for public inspection.

Article 27 (Surplus)

This corporation shall not distribute any surplus.

Chapter 7 Amendments to the Articles of Incorporation and Dissolution

Article 28 (Amendments to the Articles of Incorporation)

These Articles of Incorporation may be amended by a resolution of the General Meeting of Members adopted by a majority of all members, holding at least two-thirds of the total voting rights of all members.

Article 29 (Dissolution)

This corporation shall be dissolved by a resolution of the General Meeting of Members adopted by a majority of all members, holding at least two-thirds of the total voting rights of all members, or by other causes provided for by laws and regulations.

Article 30 (Disposition of Residual Assets)

In the event of liquidation of this corporation, any residual assets shall, upon a resolution of the General Meeting of Members, be donated to another public interest corporation with purposes similar to those of this corporation, or to the national or a local government.

Chapter 8 Supplementary Provisions

Article 31 (Governing Law)

Any matters not provided for in these Articles of Incorporation shall be governed by the General Corporation Act and other applicable laws and regulations.

Revised on April 22, 2023