Articles of Incorporation of the General Incorporated Association
A/R/T Networks

Chapter 1. General Provisions

(Name)
Article 1 The name of this corporation shall be General Incorporated Association A/R/T Networks. Its English name shall be “A/R/T Networks”, and its abbreviated Japanese name shall be “Art Net”, with the English abbreviation “A/R/T Net.”

(Principal Office)
Article 2 The principal office of the Corporation shall be located in Chuo-ku, Tokyo, Japan.

Chapter 2. Purposes and Activities

(Purpose)
Article 3 Recognizing the importance of education and welfare through arts and culture, the Corporation shall conduct activities that promote education and welfare through arts and culture, as well as the social implementation of related research, through the exploration of research and practice both domestically and internationally and the development of collaborative networks. Through these activities, the Corporation aims to contribute to the creation and advancement of enriched lives and environments for people.

(Activities)
Article 4 To achieve the purpose stated in the preceding Article, the Corporation shall undertake the following activities:

1. Organizing study groups, academic conferences, and related gatherings;

2. Conducting research, surveys, and providing consultation and guidance;

3. Dispatching, inviting, and facilitating exchanges among domestic and international professionals and specialists;

4. Implementing educational outreach activities, including workshops and training programmes;

5. Planning and managing exhibitions, art spaces, and related initiatives;

6. Publishing reports and other printed materials;

7. Any other activities necessary to achieve the purposes of the Corporation.

8. The activities described in the preceding paragraph may be conducted both within Japan and internationally.

Chapter 3. Membership

(Categories of Membership)
Article 5 The Corporation shall have the following categories of members:

1. Regular Members 1): Individuals who support the purpose of the Corporation, agree to pay the prescribed membership fees, and have been admitted to membership.

2. General Members: Individuals who support the purpose of the Corporation, agree to pay the prescribed membership fees, and have been admitted to membership.

3. Student Members: Individuals currently enrolled in a university or equivalent institution who support the purpose of the Corporation, agree to pay the prescribed membership fees, and have been admitted to membership.

4. Fellow Members: Individuals who support the purpose of the Corporation, agree to pay the prescribed membership fees, and have been admitted to membership.

5. Supporting Members: Individuals or organizations that support the purpose of the Corporation, agree to pay the prescribed membership fees, and have been admitted to membership.

6. Among the categories of membership described above, Regular Members shall constitute the “Members” (Shain) as defined under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “General Corporation Act”).

(Admission)
Article 6 Any person wishing to become a member of the Corporation shall apply in accordance with separately prescribed procedures and obtain approval from the Representative Director.

(Membership Fees)
Article 7 To cover expenses incurred on a continuing basis in connection with the activities of the Corporation, members shall be obligated to pay membership fees in an amount separately determined by the General Meeting of Members.

(Voluntary Withdrawal)
Article 8 Any member may withdraw from membership at any time by submitting a notice of withdrawal in accordance with separately prescribed procedures.

(Expulsion)
Article 9 A member may be expelled by resolution of the General Meeting of Members if the member:

1. Violates these Articles of Incorporation or other regulations of the Corporation;

2. Damages the reputation of the Corporation or acts contrary to its purposes; or

3. Has any other legitimate grounds warranting expulsion.

(Loss of Membership)
Article 10 In addition to the cases specified in the preceding two Articles, a member shall lose membership status if:

1. The member fails to fulfill the payment obligation under Article 7 for one year or more;

2. All Regular Members consent thereto; or

3. The member dies or, in the case of an organizational member, is dissolved.

Chapter 4. General Meeting of Members
(Composition)
Article 11 The General Meeting of Members shall consist of all Members (Shain).

(Authority)
Article 12 The General Meeting of Members shall resolve the following matters:

1. Appointment or dismissal of Directors;

2. Expulsion of Members;

3. Determination of Directors’ remuneration;

4. Approval of financial statements and related documents;

5. Amendments to the Articles of Incorporation;

6. Dissolution of the Corporation; and

7. Other matters prescribed by law or these Articles as requiring resolution of the General Meeting.

(Meetings)
Article 13 An Ordinary General Meeting shall be convened within three months after the end of each fiscal year. Extraordinary General Meetings may be convened whenever necessary.

(Convocation)
Article 14 Unless otherwise provided by law, the Representative Director shall convene the General Meeting.

1. Members holding not less than one-third of the total voting rights may request the Representative Director to convene a General Meeting by specifying the matters to be addressed and the reasons for convocation.

(Chairperson)
Article 15 The chairperson of the General Meeting shall be elected from among the Members present at the meeting.

(Voting Rights)
Article 16 Each Member shall have one vote at the General Meeting.

(Resolutions)
Article 17 Unless otherwise provided by law or these Articles, resolutions of the General Meeting shall be adopted by a majority vote of the Members present, provided that Members holding a majority of the total voting rights are present.

1. Notwithstanding the preceding paragraph, the following resolutions shall require approval by at least two-thirds of the voting rights of Members, representing more than one-half of all Members:

2. Expulsion of a Member;

3. Amendment of the Articles of Incorporation;

4. Dissolution of the Corporation; and

5. Other matters requiring a special resolution under law.

(Proxy Voting)
Article 18 A Regular Member who is unable to attend a General Meeting may appoint another Regular Member as proxy to exercise voting rights. In such case, the appointing Member or proxy shall submit written evidence of the proxy authority to the Corporation.

(Written Consent in Lieu of Resolution and Reporting)
Article 19 Where a Director or Member proposes a matter to be resolved by the General Meeting and all Members express their consent in writing or by electronic record, the proposal shall be deemed approved by a resolution of the General Meeting.

1. Where a Director notifies all Members of a matter that would otherwise require reporting to the General Meeting and all Members consent in writing or by electronic record to waive such reporting, the matter shall be deemed reported to the General Meeting.

(Minutes)
Article 20 Minutes of the proceedings of the General Meeting shall be prepared, recording the date, time, place, summary of proceedings and resolutions, and any other matters required under Article 11, Paragraphs 3 and 4 of the Enforcement Regulations of the General Corporation Act. The minutes shall be signed, sealed, or electronically signed by the chairperson and attending Directors.

Chapter 5. Fund

(Contributions to the Fund)
Article 21 The Corporation may solicit contributions to its Fund from Members or third parties.

(Fundraising Procedures)
Article 22 Procedures relating to the solicitation, allocation, and payment of Fund contributions shall be governed by separately established Fund Regulations approved by the General Meeting.

(Rights of Contributors)
Article 23 Contributors to the Fund may not demand repayment prior to the date specified in the Fund Regulations.

(Repayment Procedures)
Article 24 Repayment of Fund contributions shall be made based on a resolution of the General Meeting and within the limits prescribed in Article 141, Paragraph 2 of the General Corporation Act.

(Reserve Fund)
Article 25 An amount equivalent to any Fund repayment shall be recorded as a reserve fund, which shall not be used for other purposes.

Chapter 6. Officers

(Establishment of Officers)
Article 26 The Corporation shall have no fewer than three and no more than five Directors.

1. One (1) Director shall serve as the Representative Director.

(Election of Officers)

Article 27 Directors shall be elected by resolution of the General Meeting of Members.

1. The Representative Director shall be selected from among the Directors through mutual election by the Directors.

2. The total number of Directors and their spouses or relatives within the third degree of kinship shall not exceed one-third of the total number of Directors.

(Duties and Authority of Directors)
Article 28 Directors shall perform their duties in accordance with applicable laws and regulations and these Articles of Incorporation.

1. The Representative Director shall represent the Corporation and execute its business affairs in accordance with applicable laws and regulations and these Articles of Incorporation.

(Term of Office)
Article 29 The term of office of a Director shall expire at the conclusion of the Ordinary General Meeting of Members relating to the final fiscal year ending within two (2) years after the Director’s election.

1. The term of office of a Director elected to fill a vacancy shall continue for the remainder of the predecessor’s term.

2. If the number of Directors falls below the minimum prescribed in Article 26, a Director who has resigned or whose term has expired shall continue to possess the rights and obligations of a Director until a successor has been duly elected and assumes office.

(Dismissal)
Article 30 A Director may be dismissed by resolution of the General Meeting of Members.

(Remuneration and Expenses)
Article 31 A Director may receive remuneration for the performance of duties. Such remuneration shall be determined in accordance with standards separately established by the General Meeting of Members and paid upon resolution of the General Meeting.

1. Directors may be reimbursed for expenses incurred in the performance of their duties.

Chapter 7. Assets and Accounting

(Fiscal Year)
Article 32 The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

(Business Report and Financial Statements)
Article 33 Following 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 Business Report shall be presented to the Meeting, while the Balance Sheet and Statement of Activities shall require approval by the Meeting:

1. Business Report;

2. Balance Sheet;

3. Statement of Profit and Loss (Statement of Changes in Net Assets).

4. In addition to the documents reported or approved under the preceding paragraph, the Articles of Incorporation and the Membership Register shall be kept at the principal office and any branch offices of the Corporation.

(Non-distribution of Surplus)
Article 34 The Corporation shall not distribute any surplus or profits to its members.

Chapter 8. Amendments to the Articles and Dissolution

(Amendments)
Article 35 These Articles of Incorporation may be amended by resolution of the General Meeting of Members.

(Dissolution)
Article 36 The Corporation may be dissolved by resolution of the General Meeting of Members or for any other reason prescribed by applicable laws and regulations.

(Disposition of Residual Assets)
Article 37 In the event of liquidation of the Corporation, any residual assets shall, upon resolution of the General Meeting of Members, be donated to:

• a corporation designated under Article 5, Item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations; or

• the national government or a local public authority.

Chapter 9. Disclosure of Information and Protection of Personal Information

(Information Disclosure)
Article 38 In order to promote fair and transparent operations, the Corporation shall actively disclose information concerning its activities, management, and financial affairs.

1. Matters necessary for information disclosure shall be separately prescribed by resolution of the General Meeting of Members.

(Protection of Personal Information)
Article 39 The Corporation shall take all necessary measures to ensure the protection of personal information obtained in the course of its activities.

1. Matters necessary for the protection of personal information shall be separately prescribed by resolution of the General Meeting of Members.

(Public Notice)
Article 40 Public notices of the Corporation shall be made by electronic public notice.

1. If electronic public notice cannot be used due to an accident or other unavoidable circumstances, public notices shall be made by publication in the Official Gazette (Kanpō).

Supplementary Provisions
Article 1 Notwithstanding the provisions of Article 29, the term of office of the initial officers of the Corporation upon its establishment shall continue until 31 December 2024.

Article 2 Notwithstanding the provisions of Article 32, the first fiscal year of the Corporation shall commence on the date of its establishment and end on 31 December 2024.

1) Regular Members (legal members under the Act on General Incorporated Associations and General Incorporated Foundations)