Today, Japan has an unprecedented social problem of declining birthrate and aging & declining population. Since this is recognized as a problem which will arise in any other country, promoting economic development under this condition is a responsibility of the developed countries such as Japan. It is obvious that one of the keys to solve this problem is the research and development of information technologies and the related innovations. The information and communications industry is not a simple industry just to deliver products, many tasks of which require coordination between different businesses, adjustments between different nationalities, politics and social systems. It often requires to reform the related legal systems. Currently, the development of artificial intelligence and information and communication technologies pushes the industry and our society as a whole into a major transformation period. At the Osaka Expo, which we intend to invite in 2025 and will be based on such technologies, we must design and designate a future society to promote the use of increased leisure by mechanization and link it to human happiness.
Advanced Telecommunication Research Institute International (ATR) has been engaged in research and development of information and communication technologies for more than 30 years, and in the field of artificial intelligence, have a lot of achievements that are the forerunners of technologies that are put into practical use today, such as introducing deep learning into speech recognition thirty years ago. Now, with these basic technologies as tools, we are in the stage of developing new advanced technology areas that allow diverse society and aim at a sustainable society. Taking advantage of the regional features of Kansai Science City, and aiming to develop a society incorporating tradition and innovation, we should advance free ideas and productions not bound by the existing framework. In recent years, besides technology sophistication, an evaluation and support from the perspective of bird's-eye view of technologies is also important, which predicts problems at the time of dissemination from the points of view such as law, ethics, etc. and aims at reforming an appropriate system and public opinion. Therefore, it is necessary to develop comprehensive human resources that think not only individual technologies but also social tasks at the time of dissemination. In particular, in order for research institutions like ATR, not having manufacturing sections, to achieve outcomes, it is necessary to promote industry-academia-government collaborations with other institutions, business operators and companies with production functions in Kansai Science City, which is possibile to create innovation in a wide range of areas from basic research to manufacturing.
Therefore, to support a sustainable organization management with the aim
of improving the value of ATR, we set up this corporation, aiming to develop
human resources that gather wide wisdoms inside and outside, show the direction
of research and development of related technologies and can promote the
industry-academic-government collaborations and social innovations of research
Articles of incorporation
Chapter 1 General rule
Article 1 This corporation is referred to as Associationof Meta-Research Innovation at ATR.
Article 2 The principal office of this corporation is located in 2-2-2 Hikaridai, Seika-cho, Soraku-gun, Kyoto 619-0288, JAPAN.
(Purpose and business)
Article 3 The corporation promotes the research and development of the fields of information communication and artificial intelligence and the fields of brain information science and life science based on these (hereinafter referred to as "the fields of information communication, etc.") and social innovation. We will do the following business to contribute to this purpose.
(1) Planning for research and development in the fields of information communication, etc.
(2) Promotion of innovation project by collaboration within Kainsai Science City in the fields of information communication, etc.
(3) Appeal to the general public on the importance of research and development in the fields of information communication, etc.
and nurture researchers in these fields
(4) Development of human resources able to solve solve social problems arising at practical uses of research and development results in the fields of information communication, etc.
(5) Support sustainable organization management of research institutions performing the above research and development
(6) Other necessary business to achieve the purpose of the corporation
Article 4 Public notices of the corporation shall be electronically made. However, if we are unable to announce an electronic public notice due to accidents or other unavoidable reasons, we post it in the Official Gazette.
Chapter 2 Property and Accounting
(Founders’ names, addresses and amount of properties of their contributions)
Article 5 The names and addresses of the founders and the properties and amount contributed by them upon the establishment of the corporation are as shown in the attached table .
Article 6 The business year of the corporation shall be from July 1 through June 30 of the next year.
(Distribution of surplus)
Article 7 The corporation does not distribute surplus.
Chapter 3 Councilors and Board of Trustees
Section 1 Trustees (Councilors)
Article 8 The number of councilors of this corporation shall be three or more but seven or less.
(Appointment and dismissal)
Article 9 Appointment and dismissal of councilors shall be done by the Board of Councilors.
2 A Councilor shall not concurrently serve as a director, auditor or employee of this juridical person or its sub juridical persons.
(Term of office)
Article 10 The term of office of a councilor shall be until the conclusion of the regular meeting of the Board of Councilors on the last of the business year ending within four years after the election, and does not prevent the reappointment.
2. The term of office of a councilor appointed as a substitute for a trustee who retired before the expiration of his/her term of office shall be the same as the remaining term of office of the predecessor.
3 Even after the resignation or the term of office, if the capacity of the council becomes insufficient as stipulated in Article 8, the councilor shall have the rights and obligations as a councilor until the newly appointed person takes office.
Article 11 Councilors shall be paid no compensation. Provided, however, that they can be paid the expenses required to perform their duties.
Section 2 Board of Trustees
Article 12 The Board of Trustees shall make a resolution only on matters prescribed in the Act on General Incorporated Associations and General Foundation Corporations (hereinafter referred to as the "General Corporate Act") and the matters specified in these articles of incorporation .
Article 13 The Regular Board of Trustees shall be held within three months after the end of each business year, and extraordinary councils shall be held as necessary.
Article 14 The Representative Director, based on a resolution of the Board of Directors, convenes the Board of Trustees.
2 Notwithstanding the preceding paragraph, a Councilor may request the Representative Director to convene the Board of Trustees by indicating the objectives of the Board of Trustees and the reasons for the convocation.
3 When there is a request pursuant to the preceding paragraph, the Representative Director shall convene the Board of Trustees without delay.
(Notice of convocation)
Article 15 The Representative Director shall notice to convene a meeting of the Board of Trustees by a written statement stating the date and time of the meeting, the items that are the purpose, and the outline of the proposal, at least five days prior to the date of the meeting of the Board of Trustees.
2 Notwithstanding the preceding paragraph, if there is consent of all the councilors, the Board of Trustees may be held without going through the procedure of convocation.
Article 16 The chairperson of the Board of Trustees shall be elected at the Board of Trustees from the attending Councilors.
Article 17 The resolution of the Board of Trustees shall be made by a majority of the Board of Trustees that a majority of the Board of Trustees who can participate in the voting attend.
2 Resolution of Article 189, Paragraph 2 of the General Corporate Act shall be conducted by more than two-thirds of the councilors who can participate in the voting.
(Omission of Resolution)
Article 18 In the case that a director proposes matters that are the objectives of the Board of Trustees and all the councilors of the Board of Trustees who can participate in the voting may declare consent by written or electromagnetic record, tt shall be deemed that there was a resolution of the Board of Trustees to approve the proposal.
(Omission of Report)
Article 19 When all of the councilors have expressed their intention to consent by written or electromagnetic record that the matter required for a director to report to all of the Board of Trustees is not needed to report, it shall be deemed that there was a report to the Board of Trustees of that matter.
Article 20 For the proceedings of the Board of Trustees, the minutes shall be prepared according to the laws and regulations, and the attending councilors and directors sign or affix their names and seals.
Chapter 4 Officers and Board of Directors
Section 1 Officers
Article 21 The following officers shall be placed at the corporation.
3 or more directors within 7,
2 or less auditors.
2 In of the directors shall be the representative director.
Article 22 Directors and auditors shall be appointed at the Board of Trustees.
2 In the case of appointing a director, the total number of directors applicable to each of the followings shall not exceed one third of the total number of directors.
1) A spouse or relative within third degree of a councilor
2) A person who is de facto marital relationship with a councilor
3) An employee of a councilor
4) A person other than those listed in 2) or 3) who maintains the livelihood by money or other property received from a councilor
5) A spouse of a person listed in 3) and 4)
6) A relative within a third degree of a person listed in 2) to 4) who make the same living with the person
3 The auditor may not be concurrently serving as a director or an employee of the corporation or its sub juridical person.
(Term of office)
Article 23 The term of office of a director shall be until the time of the end of the regular council meeting in the last business year ending within two years after the election.
2. The term of office of the auditor shall be until the time of the closing of the regular council meeting in the last business year ending within four years after the election.
3 The term of office of a director or auditor who has been appointed as a substitute for a director or auditor who retired before the expiration of his / her term of office shall be the same as the remaining term of office of the predecessor.
(Duties and authorities of directors)
Article 24 The directors shall constitute the Board of Directors and shall enforce their duties in accordance with laws and regulations and the articles of incorporation.
2 The representative director shall represent the corporation and supervise its business.
3. Each director shall report to the Council the status of his / her duties more than twice at intervals exceeding 4 months in each business year.
(Auditor's duties and authority)
Article 25 Auditors audit the execution of their duties and prepare audit reports according to the laws and regulations.
2 The auditor may, at any time, request the directors and employees to report on the business and investigate the status of the business and property of the corporation.
Article 26 If a director or auditor falls under any of the followings, he/she may be dismissed at the Board of Trustees. However, in the case of dismissing the auditor, it shall be made on the basis of a number of resolutions which are two-thirds or more of the councilors who can participate in the resolution.
(1) In the case of breaching duties or neglecting duties.
(2) When there is a problem to execute duties due to mental or physical problems, or he/she cannot bear this.
Article 27 The compensation, bonus and other profits for the directors and the auditors to receive from the corporation as remuneration of duties shall be determined by a resolution of the Board of Councilors.
Section 2 Board of Directors
Article 28 In addition to what is specified separately in these articles of incorporation, the Board of Directors shall perform the following duties.
(1) Decision on execution of business of the corporation
(2) Supervision of execution of duties by directors
(3) Selection and dismissal of representative directors
(Holding a meeting)
Article 29 The Board of Directors shall establish a general meeting of the Board of Directors and the Extraordinary Executive Committee.
2 The regular Board of Directors shall be held at least twice each business year.
(3) The extraordinary council shall be held in cases falling under one of the following items.
(1) When the representative director deems it necessary
(2) When a director other than the representative director requests a meeting to the representative director with a document stating matters that are the purpose of the meeting
(3) When the notice of convocation of the Board of Directors to be held within two weeks from the date of the preceding request is not issued within five days from the preceding request and the director who made the request convened
(4) In the case prescribed in Article 100 of the General Corporate Act applied accordingly to Article 197 of the General Corporate Act, it is deemed necessary and a representative director is invited to call for a meeting
(5) When the notice of convocation of the Board of Directors to be held within two weeks from the date of the preceding request is not issued within five days from the preceding request and the auditor who made the request convened
Article 30 The representative director shall, except cases pursuant to laws and ordinances, convene the Board of Directors.
2 Notice of convocation of the Board of Directors shall be issued to each Director and Auditor at least five days before the date of the meeting. However, when there is an urgent necessity, this period can be shortened.
3 If there is consent of all directors and auditors, the Board of Directors may be held without proceedings of the convocation.
Article 31 The Chairman of the Board of Directors shall be the representative director.
Article 32 Resolutions of the Board of Directors shall be decided by majority decision in a meeting with a majority of the directors who are able to participate in the voting, in addition to those otherwise provided for in the articles of incorporation.
(Omission of Resolution)
Article 33 In the case where the director suggested matters that are the objectives of the Board of Directors, when all of the directors who are able to participate in the voting of the proposal have expressed their intention to consent by written or electromagnetic record, it shall be deemed to have resolved by the Board of Directors. However, this shall not be applies when the auditor has challenged.
Article 34 When a director or auditor notifies all of the directors and auditors of matters to be reported to the executive board, it is not required to report such matter to the executive board. However, this shall not be applied to reports pursuant to Article 91, Paragraph 2 of the General Corporate Law as applied according to Article 197 of the General Corporate Law.
Article 35 For the proceedings of the Board of Directors, minutes shall be made according to the laws and regulations, and directors and auditors who attend shall sign or affix their seal.
Chapter 5 Change and dissolution of the Articles of Incorporation
(Change in the Articles of Incorporation)
Article 36 The articles of incorporation may be changed at a meeting of the Board of Trustees by a number of resolutions, which is two-thirds or more of the number of Boards that can participate in the resolution. However, it is not possible to change the purpose and business prescribed in Article 3, the disposition of the residual assets prescribed in Article 37, and the appointment and dismissal of the councilors prescribed in Article 9.
2 Notwithstanding the preceding paragraph, at the Board of Trustees, after three-quarters or more of the votes of the Board of Trustees who can participate in the voting, the purpose and business prescribed in Article 3, the appointment of the councilors prescribed in Article 9, and the method of dismissal.
Article 37 The corporation shall be dissolved due to the inability of the business which is the purpose of this corporation, due to loss of property or other reasons, and other reasons determined by law. In this case, if there is residual asset, it shall be gifted to Government of Japan, Local Public Organization or a corporation listed in Article 5, item 17 of the Act on the Accreditation, etc. of Public Interest Corporation and Public Interest Foundation.
Chapter 6 Supplementary Provisions
(Councilors at Establishment of Foundation)
Article 38 The councilors at the time of establishment of the corporation is as follows. Kohei Habara, Masao Matsumoto, Yasushi Yagi, Naokazu Yokoya, and Susumu Yoshida.
(Executive Officers at Establishment of Foundation)
Article 39 The directors, the representative director and the auditor at Establishment of Foundation shall be as follows. The directors at Establishment of Foundation: Minoru Etoh, Masatsugu Kidode, Kenzo Takahashi, Toyoaki Nishida, and Norihiro Hagita. The representative director at Establishment of Foundation: Masatsugu Kidode.
The auditor at Establishment of Foundation: Masanaga Nakagawa.
(First Business Year)
Article 40 The first business year of the corporation shall be from the date of incorporation to June 30, 2019.
(Compliance with laws and regulations)
Article 41 All matters not stipulated in the Articles of Incorporation are subject to the General Corporate Act and other laws. The Articles of Incorporation have been prepared to create the Association of Meta-Research Innovation at ATR, and the founders sign and seal it as follows.
October 9, 2018
Keihanna Interaction Plaza Incorporated
Representative Director Yasuhiro Araki Yasuhiro ㊞
Nippon Dentsu Co., Ltd.
Representative Director Toshiro Ue ㊞
Advanced Telecommunications Researtch Institute International Co., Ltd.
Representative Director Toru Asami ㊞
Yasduo Hirata ㊞
Nobuyoshi Fugono ㊞
Kohei Habara ㊞
Yasuyoshi Sakai ㊞
Aklira Kurematsu ㊞
Yoji Furuhama ㊞