🏢 CoderDojo Japan Association - Articles of Incorporation (定款)

English translation of the Articles of Incorporation of CoderDojo Japan Association, established in 2016.

📝 Note: The following Articles of Incorporation are translated by AI from Japanese into English. In any event there is discrepancy between English and Japanese, the Japanese version shall control to the contents herein.

Chapter 1: General Provisions

Article 1 (Name)

This corporation shall be named “CoderDojo Japan Association” (一般社団法人 CoderDojo Japan).

Article 2 (Office)

The principal office of this corporation shall be located in Shinjuku-ku, Tokyo.

Article 3 (Purpose)

The purpose of this corporation is to contribute to promoting an environment where more children can easily engage with programming through activities such as overseeing the non-profit activities of “CoderDojo,” which supports children’s programming education based on open source culture, and disseminating such activities throughout society.

Article 4 (Business)

To achieve the purpose set forth in the preceding Article, this corporation shall conduct the following business:

• (1) Support for the establishment and operation of “CoderDojo” within Japan
• (2) Support for building networks among “CoderDojo” locations in Japan and facilitating cooperation with corporations and government agencies
• (3) Support for cooperation and collaboration between “CoderDojo” locations in Japan and those outside Japan
• (4) Activities related to promoting and publicizing “CoderDojo” both domestically and internationally
• (5) Sharing knowledge gained through “CoderDojo” activities both domestically and internationally
• (6) All business incidental to or associated with the preceding items

Article 5 (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 accident or other unavoidable circumstances, such notice shall be published in the official gazette.

Chapter 2: Members

Article 6 (Constituents of the Corporation)

This corporation shall be composed of individuals or organizations that support the business of this corporation and have become members of this corporation in accordance with the provisions of the following Article.

Article 7 (Acquisition of Membership)

Any person wishing to become a member of this corporation must apply in the form prescribed by this corporation and receive approval from the Executive Director.

Article 8 (Burden of Expenses)

Members shall be obligated to pay an amount separately determined at the General Meeting of Members to cover expenses regularly incurred in the business activities of this corporation.

Article 9 (Voluntary Withdrawal)

A member may voluntarily withdraw at any time by submitting a withdrawal notice as separately prescribed. However, the intention to withdraw must be notified to all members at least one month prior to withdrawal.

Article 10 (Expulsion)

When a member falls under any of the following circumstances, the member may be expelled by resolution of the General Meeting of Members:

• (1) When the member violates these Articles of Incorporation or other rules
• (2) When the member damages the honor of this corporation or acts contrary to its purpose
• (3) When there are other justifiable grounds for expulsion

Article 11 (Loss of Membership Status)

In addition to the cases set forth in the preceding two Articles, a member shall lose membership status when falling under any of the following circumstances:

• (1) When the member fails to fulfill the payment obligation under Article 8 for six months or more
• (2) When all members consent
• (3) When the member dies or is dissolved

Chapter 3: General Meeting of Members

Article 12 (Composition)

The General Meeting of Members shall be composed of all members.

Article 13 (Authority)

The General Meeting of Members shall resolve the following matters:

• (1) Expulsion of members
• (2) Election or dismissal of Directors
• (3) Amount of compensation for Directors
• (4) Approval of financial statements and other documents
• (5) Amendment of the Articles of Incorporation
• (6) Dissolution and disposal of residual assets
• (7) Other matters determined by laws and regulations or these Articles of Incorporation to be resolved by the General Meeting of Members

Article 14 (Convening)

The General Meeting of Members shall be convened as an Ordinary General Meeting within three months after the end of each business year, and shall be convened when necessary.

Article 15 (Convocation)

1. The General Meeting of Members shall be convened by the Executive Director.
2. Members holding one-tenth or more of the voting rights of all members may request the Executive Director to convene a General Meeting of Members by indicating the matters that are the purpose of the General Meeting of Members and the reason for convocation.
3. To convene a General Meeting of Members, a notice of convocation shall be sent to each member at least one week prior to the meeting date. However, this shall not apply when all members consent.

Article 16 (Chairperson)

The chairperson of the General Meeting of Members shall be elected from among the members at the General Meeting of Members.

Article 17 (Voting Rights)

Each member shall have one voting right at the General Meeting of Members.

Article 18 (Resolutions)

1. Unless otherwise provided by laws and regulations or these Articles of Incorporation, resolutions of the General Meeting of Members shall be made by a majority of the voting rights of members present, with members holding a majority of the voting rights of all members in attendance.
2. Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be made by a majority of not less than two-thirds of the voting rights of all members, with not less than half of all members present:
   • (1) Expulsion of members
   • (2) Amendment of the Articles of Incorporation
   • (3) Dissolution
   • (4) Other matters prescribed by laws and regulations
3. Members who cannot attend the General Meeting of Members may resolve matters notified in advance in writing, or may delegate their voting rights to other members as proxies.

Article 19 (Minutes)

1. Minutes of the General Meeting of Members shall be prepared in accordance with laws and regulations.
2. The chairperson and Directors present shall affix their names and seals to the minutes set forth in the preceding paragraph.

Chapter 5: Officers

Article 20 (Directors)

1. This corporation shall have not less than two and not more than five Directors.
2. One of the Directors shall serve as Executive Director.
3. One of the Directors other than the Executive Director shall serve as Managing Director.

Article 21 (Election of Officers)

1. Directors shall be elected by resolution of the General Meeting of Members.
2. The Executive Director and Managing Director shall be selected from among the Directors by mutual election of the Directors.

Article 22 (Duties and Authority of Directors)

1. Directors shall perform their duties in accordance with laws and regulations and these Articles of Incorporation.
2. The Executive Director shall represent this corporation and execute its business in accordance with laws and regulations and these Articles of Incorporation, and the Managing Director shall execute the business of this corporation in a divided manner as separately prescribed.

Article 23 (Term of Office of Officers)

1. The term of office of Directors shall expire at the conclusion of the Ordinary General Meeting of Members concerning the final business year ending within two years after their election.
2. The term of office of Directors elected as replacements shall expire when the term of office of their predecessors or other incumbent Directors expires.
3. When the number of Directors falls below the number specified in Article 20, Directors shall retain their rights and obligations as Directors even after retiring due to expiration of their term or resignation, until newly elected persons assume office.

Article 24 (Dismissal of Officers)

Directors may be dismissed by resolution of the General Meeting of Members.

Chapter 6: Assets and Accounting

Article 25 (Business Year)

The business year of this corporation shall run from August 1 to July 31 of the following year.

Article 26 (Prohibition of Distribution of Surplus)

No surplus of this corporation shall be distributed.

Article 27 (Business Report and Financial Statements)

1. Regarding the business report and financial statements of this corporation, the Executive Director shall, after the end of each business year, prepare the following documents and submit them to the Ordinary General Meeting of Members, report on the contents of the documents in item (1), and receive approval for the documents in items (2) and (3):
   • (1) Business report
   • (2) Balance sheet
   • (3) Profit and loss statement (Statement of changes in net assets)
2. In addition to the documents reported or approved pursuant to the provisions of the preceding paragraph, the Articles of Incorporation and the member register shall be kept at the principal office and branch offices.

Chapter 7: Amendment of Articles of Incorporation and Dissolution

Article 28 (Amendment of Articles of Incorporation)

These Articles of Incorporation may be amended by resolution of the General Meeting of Members.

Article 29 (Dissolution)

This corporation shall be dissolved by resolution of the General Meeting of Members or other grounds prescribed by laws and regulations.

Article 30 (Liquidator)

The election and dismissal of liquidators shall be determined by resolution of the General Meeting of Members.

Article 31 (Disposal of Residual Assets)

When this corporation is liquidated, any residual assets shall be donated, through resolution of the General Meeting of Members, to a juridical person listed in Article 5, Paragraph 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or to the national or local government.

Chapter 8: Supplementary Provisions

1. The first business year of this corporation shall run from the date of establishment of this corporation to July 31, 2017 (Heisei 29).
2. The names and addresses of the initial members of this corporation are as follows:
   • Yohei Yasukawa (address omitted)
   • Takashi Hosoya (address omitted)
3. The names and addresses of the initial Directors and initial Executive Director of this corporation are as follows:
   • Initial Director: Yohei Yasukawa
   • Initial Director: Takashi Hosoya
   • Initial Executive Director: Yohei Yasukawa

For the purpose of establishing CoderDojo Japan Association, these Articles of Incorporation have been prepared, and Keigo Nakamura, judicial scrivener who is the agent for preparing the Articles of Incorporation for initial members Yohei Yasukawa and one other, prepares these Articles of Incorporation as an electronic record and affixes an electronic signature.

August 16, 2016 (Heisei 28)

Yohei Yasukawa (seal)
Takashi Hosoya (seal)

Agent for preparing the Articles of Incorporation for the above two initial members
Judicial Scrivener: Keigo Nakamura
(address omitted)

(Date of incorporation: August 18, 2016)