Statutes of JVSJ
Chapter 1, General provisions
(Name)
Article 1: The said corporation may be referred to and expressed as The Jazz Vocalist Society of Japan.
(Office)
Article 2: The said corporation establishes its main office in Shinjuku-ku in Tokyo.
Chapter 2. Purposes and business
(Purposes)
Article 3: The said corporation may aim on spreading music education for the purpose of training world-class jazz vocalists from Japan.
(Business)
Article 4: The said corporation may undertake following projects as to achieve the goal that has been stated on the article above.
- Planning and management of study meetings and concerts regarding jazz vocalists and vocalist leaders
- Participation and demonstration at jazz education-related conferences
- Planning and management of workshops which involves participation of noted jazz music leaders
- Planning and sales of copyrighted products
Chapter 3, Employees (Acquisition of qualification on becoming a legal employee)
Article 5: A person who wishes to be employed at the said corporation is required to proceed application that has been set at the policyholders meeting, and must obtain approval by the corporation
A person may become a legal employee at the said corporation after obtaining approval as explained above, and complete deposits of membership fees to the designated account set by the said corporation within 90 days from after application date
(Membership fees)
Article 6: Sum of the total membership fee may be stipulated after the decision made at the policyholders meeting.
- The membership fee deposited by the person who wishes to become legally part of the said corporation may be appropriated as expenses for projects indicated above in Article 4.
- Membership fees that has already been paid cannot be refunded under no circumstances.
(Resignation)
Article 7: An employee of the corporation may be allowed to resign from their posts after submitting the specified request of resignation.
Article 8: An employee of the corporation may be expelled after the adoption of resolution by the policyholders’ meeting, in the case when the person falls under the following 3 sections.
- When the person violates the regulation set in the Articles of Incorporation
- When the person commits acts libel, slander, or defamation, and commit acts that is against the purpose set by the corporation
- When there is any other fair reasons for expulsion
(Forfeit of membership rights)
Article 9: In addition to the previous 2 Articles, the employee of the corporation may be expelled after the adoption of resolution by the policyholders’ meeting, in the case when the person falls under following 3 sections.
- When the person fails to fulfill the obligation of payment stated in Article 6 for over 2 years.
- When all employees agreed on the expulsion decision
- When the said person is deceased, or dissolved from the corporation
Chapter 4. Policyholders’ meeting
(Organization)
Article 10. The policyholders’ meeting may consist of all employees in the corporation.
(Authority)
Article 11. The policyholders’ meeting may resolve over following factors.
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- Election or discharge of the director
- The remuneration sum of the director
- The contents of balance sheet, profit-and-loss statement, with addition of approval of annexed detailed statement
- Alteration or modification of the Articles of Incorporation
- Discharge of corporation and disposal of residual property
- Expulsion of the employee of the corporation
- Laws and ordinances, or any matters that has been stipulated in the Articles of Incorporation
(Holding policyholders’ meeting)
Article 12. Policyholders’ meeting may be held once in August every year, or when there is emergency and is needed, as an annual meeting.
(Convening)
Article 13. Policyholders’ meeting may be convened mainly by the representative director, excepting the cases where requires a legal action.
- The employees who have the right to vote, which equals to one tenth of the voting rights of the total employees in the corporation may be allowed to request the representative director to convene for the policyholders’ meeting after indicating a suitable purposes or reasons for it to be held referring to the Article 11.
(Chairperson)
Article 14. The representative director may be equivalent and represent as the chairperson of policyholders’ meeting.
(Voting right)
Article 15. Voting right at the policyholders’ meeting may be one per employee.
(Resolution)
Article 16. Resolution at the policyholders’ meeting may be proceeded and decided, when the employees with more than half of the voting rights of the corporation attends.
- The following 3 sections for the meeting may be an exception, and may only be proceeded when there is more than half of the total number of employees attendance, and there must be over two thirds of voting rights when making resolution.
- Expulsion of an employee
- Alteration on the Articles of incorporation
- Dissolution
- Any other matters that has been stipulated under laws and ordinances
- When making a resolution on election of directors of the said corporation, there should be one resolution made per candidate. If the total number of director candidates are over the fixed number that is set at the Article 18, directors may be elected in order from those with more votes to the least in the limit of the fixed number.
(Minutes)
Article 17. The minutes of the policyholders’ meeting may be made out pursuant to the provision of the laws and ordinances.
- Chairperson or directors who are designated by the chairperson may affix the name and seal the minutes explained above.
Chapter 5. Executives
(Formation of executives)
Article 18. The said corporation may form following executives’ positions.
- Representative director: 1 and more
- Auditor: None
(Election of executives)
Article 19. Representative directors may be elected after the policyholders’ meeting.
- Both the representative directors and the executive directors may be elected from the employees in their directors’ position at the policyholders’ meeting.
(Duties and authority of directors)
Article 20. The directors may execute their duties pursuant to the provision of the laws and ordinances, and the Articles of Incorporation.
- The representative director may also execute their duties pursuant to the provision of the laws and ordinances, and the Articles of Incorporation as a representative of the said corporation, and may assign the corporation’s duties after the resolution made at the policyholders’ meeting.
(Directors’ term of office)
Article 21. Directors’ term of office may be until the end of the last fixed policyholders’ meeting within the two years of business year after the election.
- If the number of the directors does not reach the fixed number, directors have an obligation to hold the rights and duties as a director even after the termination of the term or the expulsion, and until the election of the next director.
(Expulsion of directors)
Article 22. Directors of the said corporation may be expelled after the resolution made at the policyholders’ meeting.
(Remuneration of the directors)
Article 23. Remuneration of the directors at the said corporation may be stipulated after the resolution made at the policyholders’ meeting.
Article 6. Accounting
(Business Year)
Article 24. The business year of the said corporation starts at July 1st every year, and end at June 30th every next year.
(Business projects and balance budget)
Article 25. The business plan and balance budget documents of the said corporation must be made out by the representative director the day before the first day of the business year as a due date, and must receive approval at the policyholders’ meeting. Any alteration on this must follow the same procedure.
- Documents of the business plan and balance budget made each year must be set at the main office until the last day of the business year.
(Annual report and settlement)
- Article 26. The annual report and the settlement documents for every next business year must be made out by the representative director after the end of every business year, they must by submitted to fixed policyholders’ meeting, and the contents of the 1st and 2nd documents must be reported, and 3rd to 5th documents must receive an approval.
- Annual report
- Annexed detailed statement for the annual report
- Balance sheet
- Profit-and-loss statement (Statement of changes in net assets)
- Annexed detailed statement for the balance sheet and profit-and-loss statement
- Apart from the documents listed above, accountant’s report must be set a the main office with the Articles of Incorporation and payroll for 5 years.
(Prohibition against distribution of surplus)
Article 27. The said corporation does not distribute surpluses.
Chapter 7. Alteration on the Articles of Incorporation and dissolution
(Alteration on the Articles of Incorporation)
Article 28. The Articles of Incorporation can be altered after the policyholder’s meeting
(Dissolution)
Article 29. The said corporation may only be permitted to dissolve by the policyholders’ meeting or other legally stipulated reasons.
(Belonging of residual property)
Article 30. The residual property of the said corporation in liquidation may proceed through the resolution made at the policyholders’ meeting, and may be transferred to the corporation as described in No.17 of Article 5 on authorization of Public Interest Incorporated Association and Public Interest Incorporated Foundation, the country, or the local authority.
Chapter 8. Procedure of public annoucements
Article 31. The said corporation may make its public announcements through electronics.
Chapter 9. Supplementary provisions (The first business year)
Article 32. The said corporation may set its business year from the first day of the establishment of the corporation to June 30th of 2016.