Chapter 1. General Provisions

(Name)
Article 1. The name of this public interest incorporated foundation shall be “The Tokyo Foundation for Policy Research” (hereinafter referred to as the “Foundation”).

(Office)
Article 2. The Foundation shall have its principal office in Minato-ku, Tokyo.
The Foundation may establish other offices in necessary places in accordance with a resolution of the Board of Directors.

Chapter 2. Objectives and Activities

(Objectives)
Article 3. The objectives of the Foundation shall be to make contributions to the development of Japan and the world through analyzing society from an independent standpoint, conducting surveys and research and thereupon providing policy recommendations on various problems, as well as fostering human resources that will contribute to society with a broad perspective.

(Activities)
Article 4. In order to achieve the objectives set forth in Article 3, the Foundation shall conduct the following activities:
(1) Conduct surveys and research and provide recommendations on policy issues;
(2) Find and develop human resources that will contribute to society and help facilitate networking;
(3) External relations activities with a view to the implementation of policy recommendations and human resource development etc.; and
(4) Other activities necessary for achieving the objectives of the Foundation.
The Foundation shall conduct the activities set forth Paragraph 1 in and outside Japan.

Chapter 3. Assets and Accounting

(Classification of Assets)
Article 5. The assets of the Foundation shall consist of two types of assets: the Basic Assets and the Other Assets.
“Basic Assets” consist of the following assets:
(1) Assets specified as the Basic Assets by a resolution of the Board of Directors; and
(2) Assets donated as the Basic Assets on or after the date on which the Foundation became a public interest corporation.
“Other Assets” are assets other than the Basic Assets.
The Foundation shall, pursuant to the rules separately determined by the Board of Trustees, maintain and manage the Basic Assets with the due care of a prudent manager for the purpose of achieving the Foundation’s objectives. Any part of the Basic Assets shall not be disposed nor shall any assets be removed from the Basic Assets without prior approval of each of the Board of Directors and the Board of Trustees.

(Fiscal Year)
Article 6. The fiscal year of the Foundation shall commence on the first day of April each year and end on the last day of March the following year.

(Activities Plan and Income and Expenditure Budget)
Article 7. The President shall be responsible for (i) preparing for activities plan, income and expenditure budget, and other related documents (hereinafter collectively referred to as the “ (Activities Plan etc.”) of the Foundation for the coming fiscal year, (ii) having the Activities Plan etc. approved by the Board of Directors, and thereupon (iii) reporting the Activities Plan etc. at the Board of Trustees on or before the day immediately prior to the first date of each fiscal year. The same procedures shall be taken when any of the Activities Plan etc. once approved are to be revised.
The Activities Plan etc. set forth in Paragraph 1 shall be submitted to the administrative authority on or before the day immediately prior to the first date of each fiscal year and kept and made available to the public at the principal office of the Foundation through and until the end of the relevant fiscal year.

(Activity Report and Financial Statements)
Article 8. The President shall be responsible for (i) preparing the documents listed below (hereinafter collectively referred to as the “Financial Statements etc.”) for the activity report and financial results of the Foundation during the fiscal year upon the end of each such fiscal year, (ii) causing the Financial Statements etc. to be audited by the Auditors, (iii) causing the Financial Statements etc. (excluding the documents listed in Items (1) and (2) below) to be audited by the Accounting Auditor, thereupon (iv) having the Financial Statements etc. approved by the Board of Directors, and further thereupon (v) reporting the Financial Statements etc. at the annual meeting of the Board of Trustees:
(1) Activity report;
(2) Annexed detailed statements of the activity report;
(3) Balance sheet;
(4) Profit and loss statement (statement of changes in net assets);
(5) Annexed detailed statements of the balance sheet and the profit and loss statement (statement of changes in net assets); and
(6) Inventory of assets.
In the event that the documents listed in Items (3) through (6) in Paragraph 1 do not satisfy the requirements provided in Article 48 of the Ordinance for Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “Ordinance of the General Incorporated Act”), the President shall have such documents approved at the annual meeting of the Board of Trustees, in substitution for reporting thereat, as set forth in (v) in Paragraph 1.
The Financial Statements etc. set forth in Paragraph 1 shall be submitted to the administrative authority within three (3) months from the end of each relevant fiscal year.
The Financial Statements etc. set forth in Paragraph 1, together with the documents listed below, shall be kept and made available to the public at the principal office of the Foundation for five (5) years. These Articles of Incorporation shall also be kept and made available to the public at the principal office of the Foundation.
(1) Audit report;
(2) Accounting audit report;
(3) A name list of Directors, Auditors and Trustees;
(4) Documents stating the standards for payment of remuneration to Directors, Auditors and Trustees; and
(5) Documents stating an outline of the status of their operational organization and activities, and important figures related thereto.

(Calculation of the Remaining Amount of the Public Interest Purposes Acquired Property)
Article 9. In each fiscal year, the President shall calculate the remaining amount of the public interest purposes acquired property as of the last day of the relevant fiscal year pursuant to the provision of Article 48 of the Ordinance of the General Incorporated Act, and record such amount in the document listed in Article 8, Paragraph 4, Item (5).

Chapter 4. Trustees

(Trustees)
Article 10. The Foundation shall have three (3) or more and not more than seven (7) Trustees.
A Trustee of the Foundation shall not be allowed to assume the position of Director, Auditor or employee of the Foundation at the same time.

(Appointment and Dismissal of Trustees)
Article 11. Trustees shall be appointed and dismissed by the Trustees Appointment Committee.
The Trustees Appointment Committee shall consist of five (5) members, including one (1) Trustee, one (1) Auditor, one (1) staff member and two (2) external members appointed in accordance with Paragraph 3.
The external members of the Trustees Appointment Committee shall be appointed by the Board of Directors from among persons who does not fall under any of the following items:
(1) A person who executes the activities or an employee of the Foundation or its related organization (including a key partner thereof or an organization with a vested interest therein; the same applies hereinafter);
(2) A person who has once fallen within Item (1) above; and
(3) A spouse, relative within the third degree of kinship or employee (including former employee) of a person listed in Items (1) or (2).
The Board of Directors and the Board of Trustees may respectively and separately nominate candidates for the Trustees and submit the same to the Trustees Appointment Committee. Detailed rules regarding operations of the Trustees Appointment Committee shall be prescribed by the Board of Directors.
In submitting the candidates for the Trustees to the Trustees Appointment Committee, the items listed below shall also be submitted thereto and the reason why the nominator considers such nominee candidate qualified for a Trustee shall be presented to the members thereof:
(1) Candidates’ backgrounds;
(2) Reasons for nomination as candidates for Trustees;
(3) Candidates’ relationship with the Foundation and its officers (Directors, Auditors, and Trustees); and
(4) Candidates’ concurrent positions.
Resolutions of the Trustees Appointment Committee shall be adopted by an affirmative vote of a majority of the members present at the relevant meeting, at which the majority of the members of the Trustees Appointment Committee are present; provided, however, that the presence of one (1) or more external members and affirmative vote by one (1) or more external members are necessary.
The Trustees Appointment Committee may appoint a substitute for a Trustee (hereinafter referred to as the “Substitute Trustee”) in preparation for a case where a shortage occurs in the number of Trustees set forth in Article 10.
In the case of Paragraph 7, the Trustees Appointment Committee shall also decide the following items:
(1) That such nominee is a candidate for a Substitute Trustee;
(2) When a candidate is to be appointed as a Substitute Trustee for one (1) or more specific Trustees, such effect and the name(s) of the specific Trustees to be substituted; and
(3) When two (2) or more Substitute Trustees are to be appointed as substitutes for the same Trustee (in the case where they are to be appointed as substitutes for two (2) or more Trustees, those Trustees), the priority order among those Substitute Trustees.
A resolution regarding appointment of a Substitute Trustee set forth in Paragraph 7 shall be effective until the conclusion of the annual meeting of the Board of Trustees held for the last fiscal year that ends within four (4) years from the resolution.

(Term of Office)
Article 12. The term of office of a Trustee shall be until the conclusion of the annual meeting of the Board of Trustees held for the last fiscal year that ends within four (4) years from his/her appointment.
The term of office of a Trustee appointed to fill a vacancy of a former Trustee who left office prior to the expiration of his/her tenure shall last until the date of expiration of the original tenure of such former Trustee.
If a shortage occurs in the number of Trustees as stipulated in Article 10, a Trustee who left office due to the expiration of his/her tenure or resignation shall continue to bear the rights and obligations as a Trustee until a newly appointed Trustee assumes the role.

(Remuneration etc. for Trustees)
Article 13. The Foundation shall pay remuneration to Trustees in the amount calculated in accordance with the standards for payment of remuneration separately established by the Board of Trustees and within the limits of 500,000 yen in total per each fiscal year. The actual expenses incurred by a Trustee in carrying out his/her duties (such as transportation costs) may be reimbursed by the Foundation.

Chapter 5. Board of Trustees

(Composition)
Article 14. The Board of Trustees shall be composed of all Trustees.
The chairperson shall be appointed by the Board of Trustees from among Trustees.

(Authority)
Article 15. The Board of Trustees will decide the following matters:
(1) Appointment and dismissal of Directors, Auditors and Accounting Auditor;
(2) Amount of remuneration for Directors and Auditors;
(3) Standards for payment of remuneration to Trustees;
(4) Amendments to these Articles of Incorporation;
(5) Disposition of residual assets;
(6) Approval of disposition of the Basic Assets and removal of assets from the Basic Assets; and
(7) Other matters to be resolved by the Board of Trustees as provided by the laws and regulations or by these Articles of Incorporation.

(Convening of Meetings)
Article 16. An annual meeting of the Board of Trustees shall be convened once a year within three (3) months from the end of each fiscal year, and other meetings of the Board of Trustees shall be also convened from time to time, whenever necessary.

(Convocation)
Article 17. The President shall convene meetings of the Board of Trustees in accordance with a resolution of the Board of Directors, except as otherwise provided by the laws and regulations.
A Trustee may demand that the President convene a meeting of the Board of Trustees by indicating the purposes of the meeting and the reasons for convening.
A notice of convocation for a meeting of the Board of Trustees shall be dispatched to each Trustee at least one (1) week prior to the date of the meeting; provided, however, that such period may be shortened in the event of emergencies.

(Resolutions)
Article 18. Resolutions of the Board of Trustees shall be adopted by an affirmative vote of a majority of Trustees present at the relevant meeting, at which the majority of all the Trustees (excluding those who have a special interest in the resolution) are present.
Notwithstanding the provisions of Paragraph 1, resolutions on the following matters shall be adopted by an affirmative vote of at least two-thirds of all the Trustees (excluding those who have a special interest in the resolution):
(1) Dismissal of Auditors;
(2) Standards for payment of remuneration to Trustees;
(3) Amendments to these Articles of Incorporation;
(4) Approval of disposition of the Basic Assets and removal of assets from the Basic Assets; and
(5) Other matters provided by the laws and regulations.
In the event that a Director submits a proposal on a matter that is to be a purpose of a meeting of the Board of Trustees, and that thereupon all Trustees entitled to participate in the resolution indicate their intention to agree to such a proposal in writing or by electronic means, a resolution of the Board of Trustees approving such a proposal shall be deemed to be adopted.
In the event that a Director notifies all Trustees of the matters which shall be reported at a meeting of the Board of Trustees, and that thereupon all Trustees indicate their intention to agree that reporting such matters at a meeting of the Board of Trustees is unnecessary in writing or by electronic means, such matters shall be deemed to be reported to the Board of Trustees.

(Minutes)
Article 19. With respect to the proceedings of meetings of the Board of Trustees, minutes shall be prepared in accordance with the laws and regulations.
The chairperson of a meeting of the Board of Trustees shall affix his/her name and seal to the minutes set forth in Paragraph 1.

Chapter 6. Officers and Accounting Auditor

(Officers and Accounting Auditor)
Article 20. The Foundation shall have the following officers:
(1) Director: three (3) or more and not more than seven (7)
(2) Auditor: Two (2) or less
One (1) President shall be appointed from among the Directors.
Four (4) or less Directors excluding the President shall be Executive Directors.
The President set forth in Paragraph 2 shall be the Representative Director, as provided in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “General Incorporated Act”), and the Executive Directors set forth in Paragraph 3 shall be the Managing Directors, as provided in Article 91, Paragraph 1, Item 2 of the General Incorporated Act.
The Foundation shall have an Accounting Auditor.

(Appointment of Officers and Accounting Auditor)
Article 21. Directors, Auditors and Accounting Auditors shall be appointed by a resolution of the Board of Trustees.
The President and Executive Directors shall be appointed by the Board of Directors.
The Auditor and Accounting Auditor of the Foundation shall not be allowed to assume the position of Director or employee of the Foundation at the same time.
With respect to each Director, the total number of said Director and his/her spouse or relatives within the third degree of kinship (including persons having otherwise special relationships with said Director) who are Directors shall not exceed one third of the total number of Directors. The same shall apply mutatis mutandis to Auditors.
The total number of Directors, who are directors or employees of a single, separate organization or have otherwise mutually close relationships equivalent thereto with them, shall not exceed one third of the total number of Directors. The same shall apply mutatis mutandis to Auditors.

(Duties and Authority of Directors)
Article 22. Directors shall comprise the Board of Directors, and they shall carry out their duties in accordance with the laws and regulations and the provisions in these Articles of Incorporation.
The President shall represent the Foundation and carry out his/her duties, in accordance with the laws and regulations and the provisions in these Articles of Incorporation. The Executive Directors shall share and execute the Foundation’s operations in accordance with a resolution of the Board of Directors.
The President and the Executive Directors shall report the status of their own duties to the Board of Directors not less than twice per fiscal year, at intervals exceeding four (4) months.

(Duties and Authority of the Auditors)
Article 23. Auditors shall conduct an audit on the duties carried out by the Directors and, in accordance with the laws and regulations, prepare an audit report.
Auditors may at any time, seek a report from Directors and employees on activities and investigate the status of the activities and assets of the Foundation.

(Duties and Authority of the Accounting Auditor)
Article 24. The Accounting Auditor, in accordance with the laws and regulations, shall audit the Foundation’s balance sheet, profit and loss statement (statement of changes in net assets), annexed detailed statements for the balance sheet and profit and loss statement, and inventory of assets, and shall prepare an accounting audit report.
The Accounting Auditor may at any time inspect and copy the materials listed below and seek a report from Directors and employees on accounting matters of the Foundation:
(1) If accounting books or related materials are prepared in the form of a document, that document;
(2) If accounting books or related materials are prepared in electromagnetic records, anything that displays the data in the electromagnetic records by a method stipulated by the laws and regulations.

(Term of Officers and Accounting Auditor)
Article 25. The term of office of a Director shall be until the conclusion of the annual meeting of the Board of Trustees held for the last fiscal year that ends within two (2) years after their appointment.
The term of office of an Auditor shall be until the conclusion of the annual meeting of the Board of Trustees held for the last fiscal year that ends within four (4) years after their appointment.
The term of office of a Director or an Auditor appointed to fill a vacancy or appointed due to an increase in the number thereof shall be until the expiration of the tenure of his/her predecessor or of his/her colleague Director or Auditor (as the case may be); provided, however, that the foregoing provision shall not apply to an Auditor elected due to an increase in the number thereof.
If a shortage occurs in the number of Directors or Auditors as stipulated in Article 20, a Director or Auditor who left office due to the expiration of his/her tenure or resignation shall bear the rights and obligations as a Director or Auditor until a newly appointed Director or Auditor assumes the role.
The term of office of the Accounting Auditor shall be until the conclusion of the annual meeting of the Board of Trustees held for the last fiscal year that ends within one (1) year after their appointment; provided, however, that he/she shall be deemed to have been reappointed except when a resolution otherwise is adopted at the annual meeting of the Board of Trustees.

(Dismissal of Officers and Accounting Auditor)
Article 26. If a Director or Auditor comes to fall under any of the following conditions, the Director or Auditor may be dismissed by a resolution of the Board of Trustees:
(1) The Director or Auditor has violated or neglected his/her duties; or
(2) Due to a physical or mental disorder, the Director or Auditor is unable to perform his/her duties or is incapable of bearing the demands of his/her duties.
If an Accounting Auditor comes to fall under any of the following conditions, the Accounting Auditor may be dismissed by a resolution of the Board of Trustees:
(1) The Accounting Auditor has violated or neglected his/her duties;
(2) The Accounting Auditor committed an act unbecoming of an Accounting Auditor; or
(3) Due to a physical or mental disorder, the Accounting Auditor is unable to perform his/her duties or is incapable of bearing the demands of his/her duties.
If an Accounting Auditor falls under any of the conditions prescribed Paragraph 2, Items (1) through (3), an Auditor may dismiss the Accounting Auditor when all of the Auditors agree. In this case, the Auditor shall report the dismissal and the reasons thereof at the meeting of the Board of Trustees first convened after the dismissal.

(Remuneration, etc.)
Article 27. As remuneration, the Foundation may pay to Directors and Auditors in the amount calculated in accordance with the standards for payment of remuneration separately established by the Board of Trustees. The actual expenses incurred by a Director or Auditor in carrying out his/her duties (such as transportation costs) may be reimbursed by the Foundation.
Remuneration payable to the Accounting Auditor shall be decided by the Board of Directors with the agreement of a majority of the Auditors.

Chapter 7. Board of Directors

(Composition)
Article 28. The Board of Directors shall be composed of all the Directors.

(Authority)
Article 29. The Board of Directors shall carry out the following duties:
(1) Determination of the execution of the Foundation’s activities;
(2) Supervision of the duties of Directors; and
(3) Selection and dismissal of the President and Executive Directors.

(Convocation)
Article 30. The President shall convene the meetings of the Board of Directors.
In the event that the President is vacant or unable to perform his/her duties, an Executive Director shall convene a meeting of the Board of Directors.
A notice of convocation of a meeting of the Board of Directors shall be dispatched to each Director and Auditor at least one (1) week prior to the date of the meeting; provided, however, that such period may be shortened in the event of an emergency.

(Chairperson)
Article 31. The President shall chair the meetings of the Board of Directors.
If the President is unable to preside, the chairperson of the meeting of the Board of Directors shall be decided on among the Directors themselves.

(Resolutions)
Article 32. Resolutions of the Board of Directors shall be adopted by an affirmative vote of a majority of Directors present at the meeting, at which the majority of all the Directors (excluding those who have a special interest in the resolution) are present.
In the event that a Director submits a proposal on a matter that is to be a purpose of a meeting of the Board of Directors, and that thereupon all Directors entitled to participate in the resolution indicate their intention to agree to such proposal in writing or by electronic means, a resolution of the Board of Directors approving such proposal shall be deemed to be adopted, except when an Auditor has stated an objection to the proposal.

(Minutes)
Article 33. With respect to the proceedings of meetings of the Board of Directors, minutes shall be prepared in accordance with the laws and regulations.
The President and Auditors in attendance shall affix their names and seals to the minutes prescribed in Paragraph 1.

Chapter 8. Organization and Operations

(Honorary Chair)
Article 34. The Foundation may have one Honorary Chair.
The Honorary Chair shall be appointed by the Board of Directors for a specified term from among persons who have made outstanding contributions to the development of the Foundation.
The Honorary Chair may attend meetings of the Board of Directors, Board of Trustees, or other meetings to express his/her opinions on important matters concerning the operations and activities of the Foundation.
The Honorary Chair shall receive no remuneration. However, the actual expenses incurred in carrying out his/her duties (such as transportation expenses) may be reimbursed by the Foundation.

(Advisor)
Article 35. The Foundation may have several Advisors.
Advisors shall be appointed for a specified term from among academic experts by the Board of Directors.
Advisors may express their opinions in response to consultations from the President and may also attend meetings to express their opinions.
Advisors shall receive no remuneration. However, the actual expenses incurred in carrying out their duties (such as transportation costs) may be reimbursed by the Foundation.

(Secretariat)
Article 36. The Foundation shall have a Secretariat for the purpose of dealing with the Foundation’s administrative issues.
Sufficient number of staff shall be assigned to the Secretariat.
Other matters necessary for organizing and operating the Secretariat shall be separately determined by the President.

Chapter 9. Amendments to Articles of Incorporation and Dissolution of the Foundation

(Amendments to Articles of Incorporation)
Article 37. These Articles of Incorporation may be amended if approved at a meeting of the Board of Trustees by at least two-thirds of Trustees entitled to participate in the resolution.
The provision of Paragraph 1 shall also apply to Article 3, Article 4, and Article 11 of these Articles of Incorporation.

(Dissolution)
Article 38. The Foundation shall be dissolved if the Foundation is unable to achieve the objectives of its activities due to the extinguishment of the Basic Asset, or if any of the dissolution events stipulated by laws and regulations occurs.

(Donations Associated with Cancellation etc. of Public Interest Corporation Authorization)
Article 39. In the event that the public interest corporation authorization to the Foundation is cancelled or the Foundation is to be extinguished due to a merger (except in cases in which its rights and obligations are assumed by a public interest corporation), the Foundation shall donate, upon obtaining approval from the Board of Trustees, the assets equivalent to the remaining amount of the public interest purposes acquired property to other public interest corporations having similar objectives of activity, the national government or local governments, or juridical persons as set forth in Article 5, Item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (hereinafter referred to as the “Act on Authorization”) within one (1) month after the date of cancellation of the public interest corporation authorization or the effective date of merger, as the case may be.

(Attribution of Residual Assets)
Article 40. The residual assets at the time of the liquidation of the Foundation shall, under a resolution of the Board of Trustees, be donated to other public interest corporations having similar objectives of activity, the national government or local governments, juridical persons as set forth in Article 5, Item 17 of the Act on Authorization.

Chapter 10. Method of Public Notice

(Method of Public Notice)
Article 41. Public notices by the Foundation shall be made by way of electronic public notice.

Supplementary Provisions

These Articles of Incorporation shall come into effect as of the day of the registration of incorporation of the Foundation as a public interest corporation as prescribed in Article 106, Paragraph 1 of the Act on the Establishment of Related Acts following 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 (hereinafter referred to as the “Act on Authorization”).
When the registration of dissolution of special private corporations and the registration of incorporation of public interest corporations have been completed under Article 106, Paragraph 1 of the Act on Authorization, notwithstanding the provisions of Article 6, the day immediately prior to the date of the registration of dissolution shall be the last day of the fiscal year, and the subsequent fiscal year commences on the date of the registration of incorporation.
The Directors on the day of the registration of incorporation of the Foundation shall be Hideki Kato, Haruo Shibazaki and Akiko Matsunobu, and the Auditor shall be Taro Kaneko.
The initial Representative Director of the Foundation shall be Hideki Kato and the initial Accounting Auditor thereof shall be the TAIKO Audit Corporation.
The initial Trustees of the Foundation shall be as follows:
Makoto Iida
Takeju Ogata
Mariko Hasegawa
Jiro Hanyu
Yuko Takeuchi (Miyazaki)
Yuzaburo Mogi

Supplementary Provision

Partial changes to these Articles of Incorporation shall come into effect on February 15, 2018.

Supplementary Provision

Partial changes to these Articles of Incorporation shall come into effect on July 22, 2020.

Supplementary Provision

Partial changes to these Articles of Incorporation shall come into effect on January 1, 2024.

規 程 (Japanese only)

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