Articles of Incorporation and Regulations

Chapter 1 General rules

Article 1 (Name)

This corporation is called the General Incorporated Association, The Institute of Global Safety Promotion (abbreviated as "IGSAP").

Article 2 (Office)

The Corporation shall have its principal office in Osaka City.

Chapter 2 Objectives and Business

Article 3 (Purpose)

Our organization aims to establish a safety certification scheme for products, processes, services, and systems as specified in ISO/IEC Guide 51, and to act as an organization that responds to a wide range of needs for safety improvement across industries and business sectors, including non-manufacturing, based on manufacturing safety, and to enhance the social value of safety through its operation and promotion.

Article 4 (Business)

In order to achieve the above objectives, the Corporation will carry out the following activities:

1. Safety-related standards development and standardization activities
2. Standardization activities related to safety certification
3. Development, implementation, operation and dissemination of safety certification systems
4. Research and dissemination activities for improving safety and productivity
5. Industrial safety promotion and support activities
6. Safety training and other educational activities
7. Safety research meetings, information exchange meetings, and international exchange activities
8. Safety Awards
9. Other businesses necessary to achieve the corporation's objectives and related businesses

Chapter 3 Membership

Article 5 (Members of the Corporation)

1. The members of this corporation shall be regular members and supporting members, and regular members who join in accordance with the provisions of the following article shall be considered members under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "General Corporation Act").
2. A regular member of a corporation shall be one who falls under any one of the following categories a through g.
   1. Corporations or organizations that work on customer safety, employee safety, and corporate safety
   2. Corporations or organizations that conduct research and dissemination activities on safety and productivity improvement
   3. Corporations or organizations that conduct research, exchange, and promotion on safety
   4. Corporations or organizations that conduct research, development, and application of safety technology
   5. Corporations or organizations that promote and support safety
   6. Corporations or organizations that introduce, utilize, and recommend safety certification systems
   7. Other corporations or organizations related to safety certification and safety
3. Individual regular members shall be persons with academic expertise or supporters of safety.
4. Supporting members are corporations, organizations, and individuals who agree with the purpose of the corporation and have joined in order to support and utilize its activities, etc.

Article 6 (Membership)

1. Anyone who wishes to become a member of the corporation must submit a membership application form, as specified separately, to the chairman and obtain approval from the board of directors.
2. In the case of a member that is a corporation or organization, the member must appoint one person (hereinafter referred to as the "member representative") to represent the corporation or organization and exercise its rights against the Corporation, and notify the Chairman of such person.
3. If there is a change in the member representative, a notification of change as specified separately must be submitted promptly to the Chairman.

Article 7 (Cost Burden)

Members must pay the admission fee and membership dues separately determined by the general meeting of members in order to operate the corporation and carry out its activities.

Article 8 (Voluntary Withdrawal)

Members may voluntarily withdraw from the Association at any time by submitting a notice of withdrawal as specified separately.

Article 9 (Expulsion)

1. If a member falls under any of the following items, the member may be expelled by resolution of the general meeting of members.
   1. When there is a violation of the articles of incorporation or rules of this corporation.
   2. When a member has tarnished the reputation of the Corporation or engaged in an act contrary to the Corporation's objectives.
2. When a member is expelled pursuant to the provisions of the preceding paragraph, the member must be notified of this at least one week prior to the date of the general meeting of members, and the member must be given an opportunity to defend himself/herself at the general meeting of members where the resolution to expel the member is made.

Article 10 (Loss of Membership)

A member will lose his/her membership if he/she falls under any of the following:

1. When a member withdraws
2. When a member is dissolved or goes bankrupt.
3. When a Member fails to pay the membership fee and fails to fulfill the obligation to pay the membership fee for more than one year after receiving a reminder.
4. When dismissed.

Article 11 (Rights and obligations following termination of membership)

1. When a member loses his/her membership status in accordance with the provisions of the previous article, he/she will lose his/her rights and be relieved of his/her obligations toward the Corporation. However, he/she will not be relieved of any unfulfilled obligations.
2. The Corporation will not refund any membership fees already paid, even if a member loses membership.

Chapter 4 General Meeting of Members

Article 12 (Composition)

1. The general assembly shall be composed of regular members.
2. The general meeting of members referred to in the preceding paragraph shall be deemed to be the general meeting of members under the General Corporations Act.

Article 13 (Authority)

The general meeting of members shall make resolutions on the following matters:

1. Member expulsion
2. Appointment or dismissal of directors and auditors
3. Regulations regarding remuneration for directors and auditors
4. Approval of the balance sheet and profit and loss statement (statement of changes in net assets) and their supplementary details
5. Regulations regarding admission fees and membership fees
6. Changes to the Articles of Incorporation
7. Dissolution and disposal of remaining assets
8. In addition to the matters set forth in the preceding paragraphs, matters set forth in laws, regulations or these Articles of Incorporation.

Article 14 (Event)

1. The regular general meeting of employees shall be held within three months after the end of each fiscal year.
2. Extraordinary general meetings shall be held when the Board of Directors deems it necessary.

Article 15 (Convocation)

1. Unless otherwise provided for by law, the general meeting of members shall be convened by the Chairman pursuant to a resolution of the Board of Directors.
2. When convening a general meeting of members, notice indicating the date, time, place, and purpose of the meeting must be sent in writing or by electromagnetic means at least one week before the meeting. However, if regular members who do not attend the general meeting of members can exercise their voting rights in writing or by electromagnetic means, notice must be sent at least two weeks before the meeting.
3. Any regular member holding one-fifth or more of the total voting rights of all regular members may request the chairman to convene a general meeting of members, indicating the purpose of the meeting and the reason for convening it.

Article 16 (Chairman)

The chairman of the General Assembly shall act as chairperson of the General Assembly. However, if a special General Assembly is held upon request pursuant to the provisions of Article 15, Paragraph 3, the chairperson shall be selected from among the members in attendance.

Article 17 (Voting Rights)

Each regular member shall have one voting right at the general meeting of members.

Article 18 (Resolutions)

1. Resolutions of the general meeting of members shall be made by a majority of the voting rights of the regular members present at the meeting, when the regular members holding a majority of the voting rights of all regular members are present.
2. Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be made by a majority of more than half of all regular members and more than two-thirds of the voting rights of all regular members.
   1. Member expulsion
   2. Dismissal of an Auditor
   3. Changes to the Articles of Incorporation
   4. Dissolution
   5. Other matters stipulated by laws and regulations
3. Regular members who are unable to attend the General Assembly may vote in writing on matters notified in advance or may delegate their vote to a proxy. In such cases, the regular member will be considered to have attended the meeting.

Article 19 (Minutes)

1. Minutes of the general assembly meeting shall be prepared in accordance with applicable laws and regulations.
2. The minutes shall be signed and stamped by the chairperson and two minutes signatories selected at the meeting from among the regular members in attendance.

Chapter 5 Officers

Article 20 (Appointment of Officers)

1. The Corporation shall have the following officers:
   1. Directors: 3 to 30
   2. Auditors: 1 to 3 persons
2. Of the directors, one shall be the chairman, and up to five vice chairpersons, one managing director, and one executive director may be selected as necessary.
3. The chairman under the preceding paragraph shall be the representative director under the General Corporation Law.

Article 21 (Appointment of Officers)

1. Directors and auditors shall be selected from among regular members at the general meeting of members. However, if it is deemed particularly necessary, persons other than regular members may be selected as directors or auditors, up to a limit of two directors and one auditor.
2. The Chairman, Vice Chairman, Managing Director and Executive Directors shall be determined by a resolution of the Board of Directors.
3. No person may hold both the posts of director and auditor.

Article 22 (Duties and Powers of Directors)

1. The Directors shall comprise the Board of Directors and shall perform their duties in accordance with laws and regulations and these Articles of Incorporation.
2. The Chairman represents the Corporation and oversees its operations.
3. The Vice-Chairman assists the Chairman.
4. The Managing Director shall assist the Chairman and Vice Chairman and oversee overall operations.
5. The Managing Director shall assist the Executive Director.
6. The Chairman or Managing Director shall report to the Board of Directors on the status of his/her duties at least twice every four months during each fiscal year.

Article 23 (Duties and Powers of Auditors)

1. The Auditors shall audit the performance of the Directors' duties and prepare audit reports in accordance with applicable laws and regulations.
2. The Auditors may at any time request business reports from the Directors and employees and investigate the status of the Corporation's operations and assets.

Article 24 (Term of Office)

1. The term of office for Directors and Auditors shall be until the conclusion of the Regular General Meeting of Members for the final business year ending within two years after their election. However, reappointment may not be prevented.
2. Notwithstanding the provisions of the preceding paragraph, the term of office of a Director or Auditor appointed as a replacement shall be until the end of the term of his/her predecessor.
3. When the number of Directors or Auditors is insufficient to meet the fixed number stipulated in Article 20, even after the expiration of the term of office or resignation, a Director or Auditor shall retain the rights and obligations of such position until the newly appointed person assumes office.

Article 25 (Dismissal)

Directors and auditors may be dismissed by resolution of the general meeting of members.

Article 26 (Remuneration)

Directors and Auditors may be paid remuneration calculated in accordance with the regulations regarding remuneration, etc., separately determined by the General Meeting of Members.

Chapter 6 Board of Directors

Article 27 (Composition)

1. The Corporation shall have a Board of Directors.
2. The Board of Directors shall consist of Directors.
3. Auditors must attend meetings of the Board of Directors and express their opinions when they deem it necessary.

Article 28 (Authority)

The Board of Directors shall have the following duties:

1. Decisions regarding the execution of the Corporation's business
2. Supervision of the execution of duties by directors
3. Appointment and dismissal of the Chairman, Vice Chairman, Managing Director and Executive Director

Article 29 (Event)

1. The Board of Directors shall meet at least twice each fiscal year at intervals of not less than four months.
2. The Board of Directors shall meet in any of the following cases:
   1. When the Chairman deems it necessary.
   2. When a director makes a request to the Chairman, indicating the objectives of the board of directors meeting.
   3. When the Chairman is requested by the Auditor to convene a meeting or when the Auditor convenes a meeting as provided for by law.

Article 30 (Convocation)

1. The Board of Directors meetings shall be convened by the Chairman.
2. In the event of the Chairman being absent or unable to act, each Director shall convene a Board of Directors meeting.
3. When convening a meeting of the Board of Directors, notice must be given in writing at least seven days before the meeting, indicating the date, time, and place of the meeting, as well as the purpose and content of the meeting. However, this does not apply in cases where an urgent matter requires the meeting to be met and the meeting is convened in a manner determined in advance by the Board of Directors.
4. When a request is made as provided for in Article 2, Paragraph 2, Item 3 or the first sentence of Item XNUMX, the Chairman must promptly convene a meeting of the Board of Directors.
5. Notwithstanding the provisions of the preceding paragraph, a meeting of the board of directors may be held without the need for a convocation if all directors and auditors agree.

Article 31 (Chairman)

The chairman of the Board of Directors shall be the chairman.

Article 32 (Resolutions)

1. Resolutions of the Board of Directors shall be made by a majority vote when a majority of the Directors are in attendance, excluding Directors who have a special interest in the resolution.
2. Notwithstanding the provisions of the preceding paragraph, when a Director proposes an item that is the subject of a resolution by the Board of Directors, and all Directors who are eligible to vote on said proposal express their consent in writing or by electromagnetic record (except when an Auditor objects to said proposal), said proposal shall be deemed to have been resolved by the Board of Directors to pass.

Article 33 (Exemption from Liability)

1. The Board of Directors may, in cases where the requirements prescribed by law are met, exempt directors from the liability for damages under Article 111, Paragraph 1 of the General Corporation Law up to the amount obtained by deducting the minimum liability amount prescribed by law from the amount of liability for damages.
2. Pursuant to the provisions of the preceding paragraph, when a proposal to exempt a Director from liability is submitted to the Board of Directors, the consent of the Auditor (or of each Auditor, if there are two or more Auditors) must be obtained.
3. When a resolution is made to exempt officers, etc. from liability pursuant to the provisions of paragraph 1, the chairman must promptly notify the members that if they have any objections to the matters listed in each item of paragraph 113 of General Corporation Law and to the exemption from liability, they must file their objections within three months.
4. If a member holding more than one-tenth of the total voting rights of all members, excluding the officers and other responsible persons liable under the preceding paragraph, raises an objection within three months, the Board of Directors may not grant an exemption under the provisions of paragraph 10.

Article 34 (Minutes)

1. Minutes of meetings of the Board of Directors shall be prepared in accordance with applicable laws and regulations.
2. The Chairman and Auditors in attendance shall sign and seal their names on the minutes of the meeting referred to in the preceding paragraph.

Chapter 7 Assets and Accounting

Article 35 (Asset Composition)

The assets of the corporation shall consist of the following:

1. Assets listed in the initial asset inventory
2. Membership fee income
3. Membership fee income
4. Fund
5. Business income
6. Donations
7. Income from assets
8. Other

Article 36 (Asset Management)

The assets of the Corporation shall be managed by the Chairman, and the method of such management shall be decided by the Board of Directors.

Article 37 (Payment of expenses)

The corporation’s expenses shall be paid from its assets.

Article 38 (Fiscal year)

The Corporation's fiscal year shall commence on April 4st of each year and end on March 1st of the following year.

Article 39 (Business Plan and Income and Expenditure Budget)

The Corporation’s business plan and income/expenditure budget must be prepared by the Chairman and approved by the Board of Directors no later than the day before the start of each fiscal year.

Article 40 (Business Report and Accounting)

1. The corporation’s business report and financial statements shall be prepared by the Chairman at the end of each fiscal year, and after being audited by the Auditors, shall be approved by the Board of Directors.
   1. Business Report
   2. Supplementary details of business report
   3. Balance sheet
   4. Profit and Loss Statement (Statement of Changes in Net Assets)
   5. Supplementary details of balance sheet and profit and loss statement (statement of changes in net assets)
2. Of the documents approved under the preceding paragraph, documents 1, 3, and 4 must be submitted to the Regular General Meeting of Members, the contents of document 1 must be reported, and other documents must be approved.
3. In addition to the documents in paragraph 1, an audit report shall be kept at the principal office for five years, and the articles of incorporation and member register shall be kept at the principal office.

Article 41 (Special Accounts)

1. When necessary for the conduct of its business, the Corporation may establish special accounts with the resolution of the General Meeting of Members.
2. The accounting relating to the special accounts in the preceding paragraph shall be organized separately from general accounting.

Article 42 (Disposal of the Difference between Income and Expenditure)

If a difference occurs in the Corporation’s financial statements, all or part of the difference may be set aside or carried forward to the following fiscal year, following a resolution by the General Meeting of Members.

Article 43 (Loans)

When the Corporation wishes to borrow funds, a resolution must be passed by at least two-thirds of the current number of directors at the Board of Directors, except for loans up to the amount of revenue for that fiscal year with a repayment period of one year or less.

Chapter 8 Fund

Article 44 (Recruitment of fund contributors)

The Corporation may solicit contributions to the fund.

Article 45 (Return of funds)

The return of the fund shall be made in accordance with the decision of the Board of Directors after a resolution is passed at the General Meeting of Members regarding the total amount of the fund to be returned.

Chapter 9 Amendments to the Articles of Incorporation and Dissolution

Article 46 (Amendment of the Articles of Incorporation)

These Articles of Incorporation may be amended by resolution of the general meeting of members.

Article 47 (Dissolution)

The Corporation shall be dissolved by resolution of the general meeting of members or for reasons specified by law or regulation.

Article 48 (Surplus)

The Corporation may not make distributions of surplus funds.

Article 49 (Disposal of remaining assets)

In the event of liquidation of the Association, the remaining assets, excluding the fund to be returned, shall be donated, following a resolution of the General Meeting of Members, to a corporation listed in Article 5, Paragraph 17 of the Act on the Certification of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (hereinafter referred to as the "Certification Act"), or to the national or local government.

Chapter 10 Method of Public Notice

Article 50 (Public Notice)

The Corporation's public notices shall be given by means of publication in the Official Gazette.

Chapter 11 Supplementary Provisions

Article 51 (Committee)

1. The Corporation may establish committees in order to ensure the smooth running of its business.
2. The Committee shall plan, investigate, study, and deliberate on the business that is its objective.
3. Matters necessary for the establishment, organization and operation of the Committee will be determined separately by a resolution of the Board of Directors.
4. Committee members may be appointed from among non-members when necessary.

Article 52 (Council)

1. The Corporation may set up councils for the purpose of research or educational activities such as information exchange meetings, etc.
2. Matters necessary for the establishment, organization and operation of the Council will be determined separately by a resolution of the Board of Directors.
3. The members of the Council must be members of the Corporation.

Article 53 (Advisor)

1. The Corporation may appoint advisors.
2. Advisors shall be appointed by the Chairman, upon recommendation by the Board of Directors, from among persons who have made outstanding contributions to the Corporation.
3. The Advisor may respond to inquiries from the Chairman regarding the operation of the Corporation and express opinions to the Chairman.
4. The provisions of Article 24, Paragraph 1 shall apply mutatis mutandis to Advisors.
5. The advisors will not be paid.

Article 54 (Participation)

1. The Corporation may appoint advisors.
2. The Advisors are appointed by the Chairman based on recommendations from corporations, organizations, etc. related to safety.
3. The Advisors may respond to inquiries from the Chairman and express opinions at board meetings, etc. regarding the development, operation, and dissemination activities of safety certification systems, etc.
4. The provisions of Article 24, paragraph 1 shall apply mutatis mutandis to participation.
5. Participation is unpaid.

Chapter 12 Secretariat

Article 55 (Secretariat)

1. The Corporation shall have a secretariat to handle its affairs.
2. The secretariat may be outsourced.
3. The Secretariat may have a Secretary-General and necessary staff.
4. The Secretary General is appointed and dismissed by the Chairman with a resolution of the Board of Directors, and the staff members are appointed and dismissed by the Chairman.

Article 56 (Implementation Regulations)

Matters necessary for the implementation of these Articles of Incorporation shall be determined separately by resolution of the Board of Directors.

Article 57 (Compliance with Laws and Regulations)

Any matters not stipulated in the Articles of Incorporation shall be governed by the General Corporation Law and other laws and regulations.

Chapter 13 Supplementary Provisions

Article 58 (Fundraising at the time of establishment)

1. At the time of its establishment, the Corporation will solicit funds as follows, all of which will be contributed by Japan Certification Co., Ltd., 7F Maruta Building, 53-8-XNUMX Nishimiyahara, Yodogawa-ku, Osaka City.
   1. Total amount of funds raised: 3,000,000 yen
   2. Date of fund transfer Date of incorporation of the corporation
2. All founding members shall consent to the solicitation of funds and contributions to the fund referred to in the preceding paragraph.

Article 59 (First Fiscal Year)

Notwithstanding the provisions of Article 38, the first fiscal year of the Corporation shall be from the date of its establishment to March 29, 3.

Article 60 (Officers at the time of establishment)

The officers of this corporation at the time of its incorporation are as follows:

• Representative Director at Establishment: Masao Mukaidono
• Founding Director: Masao Mukaidono
• Founding Director: Toshihiro Fujita
• Founding Director Norio Kodaira
• Founding Director: Toshiyuki Kajiya
• Founding member: Hiroshi Kasai
• Founding Auditor Hiroyuki Takaoka

Article 61 (Location of Principal Office)

The location of the corporation’s principal office shall be as follows:

Main office: Maruta Building 7F, 53-8-XNUMX Nishimiyahara, Yodogawa-ku, Osaka

Article 62 (Founding Members)

The names and addresses of the founding members are as follows.

• Founding employee: Masao Mukaidono Address
• Founding member: Toshihiro Fujita Address:
• Founding Director Norio Kodaira Address
• Founding member: Hiroshi Kasai Address
• Founding member: Hiroyuki Takaoka Address

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