Articles of Incorporation

Chapter 1 general provisions

(Name)

Article 1 This corporation is called the Tokyo Metropolitan Foundation for History and Culture.

(Office)

Article 2 The principal office of this corporation is located in Chiyoda Ward, Tokyo.

Chapter 2 PURPOSE AND PROJECT

(Purpose)

Article 3 The purpose of this corporation is to promote the arts and culture in Tokyo and to pass on and develop the history and culture of the city, thereby contributing to the creation of a creative and affluent community.

(Business)

Article 4 This corporation shall conduct the following business in order to achieve the purpose set forth in the preceding Article.

1. (1)Promotion of arts and culture utilizing nationally designated important cultural properties
2. (2)Promotion of urban history and culture centered on the Edo and Tokyo periods
3. (3)Promotion of photographic and visual culture
4. (4)Promotion of art and culture centering on contemporary art
5. (5)Promotion of art and culture centering on art and provision of bases for expression activities
6. (6)Promotion of arts and culture such as music, theater, opera and dance
7. (7)Fostering and supporting young artists and promoting exchanges between artists and Tokyo residents
8. (8)Other businesses necessary to achieve the purpose of this corporation

(2) Stores, eating and drinking facilities, management and operation of parking lots, and other incidental businesses conducted to promote the businesses set forth in the preceding paragraph
(3) The businesses set forth in the preceding two paragraphs shall be conducted in Tokyo and overseas areas that have exchanges with Tokyo.

Chapter 3 Assets and accounting

(Basic Property)

Article 5 The basic assets shall consist of assets that are indispensable for conducting the business prescribed in Article 4 and that have been resolved by the Board of Trustees.

(2) The basic property shall be managed with the due care of a prudent manager in order to achieve the purpose of this corporation as separately prescribed by the board of councilors, and prior approval of the board of directors and the board of councilors shall be required when any part of the basic property is to be disposed of or excluded from the basic property.

(Business Year)

Article 6 The business year of this corporation shall commence on April 1 of each year and end on March 31 of the following year.

(Business Plan and Income and Expenditure Budget)

Article 7 The business plan, income and expenditure budget, and other documents prescribed by laws and regulations of this corporation shall be prepared by the president by the day before the beginning of each business year, and approved by the board of councilors following a resolution of the board of directors. The same shall apply in the case of a change to the above.

(2) The documents set forth in the preceding paragraph shall be kept at the principal office and made available for public inspection until the end of the relevant business year.

(Business Report and Settlement)

Article 8 With regard to the business report and settlement of accounts of this corporation, after the end of each business year, the President shall prepare the following documents, which shall be audited by the Auditors, and the documents in Items 3 through 7 shall be audited by the Accounting Auditor, and shall be approved by the Board of Directors.

1. (1)Business Report
2. (2)Annexed detailed statements of the business report
3. (3)balance sheet
4. (4) Statement of Income (Statement of Activities)
5. (5) Balance sheet and supplementary schedules of profit and loss statement (statement of activities)
6. (6) inventory of property
7. (7) statement of cash flows

(2) Of the documents approved pursuant to the preceding paragraph, the documents in Items 1, 3, 4, 6, and 7 must be submitted to the annual meeting of the Board of Trustees, the content of the documents in Item 1 must be reported, and other documents must be approved.

(3) In addition to the documents set forth in Paragraph 1, the following documents shall be kept at the principal office for five (5) years and made available for public inspection, and the Articles of Incorporation shall be kept at the principal office and made available for public inspection.

1. (1)audit report
2. (2)accounting audit report
3. (3) List of directors, auditors and councilors
4. (4) a document stating the standards for payment of remuneration, etc. to directors, auditors, and councillors;
5. (5) documents stating important matters concerning the operating organization and business activities, and other documents specified by laws and regulations;

Chapter 4 councilor

(Councilors)

Article 9 This corporation shall have not less than 12 and not more than 18 councilors.

(Appointment and Dismissal of Councillors)

Article 10 The appointment and dismissal of councillors shall be made by the board of councillors in accordance with the provisions of Articles 179 to 195 of the Act on General Incorporated Associations and General Incorporated Foundations.

(2) When electing Councillors, all of the following requirements must be satisfied:

1. (1)The total number of Trustees who fall under the following (a) through (f) for each Trustee does not exceed 1/3 of the total number of Trustees:
   1. (a) The Councillor and his/her spouse or relative within the third degree of kinship
   2. (b) a person who has not made a notification of marriage to the councillor but is in a de facto marital relationship with the councillor;
   3. (c) an employee of the councillor;
   4. (nii) A person other than those listed in (b) or (c) who sustains his/her living by money received from the councillor or any other foundation.
   5. (e) a spouse of a person listed in (c) or (d);
   6. (f) A relative within the third degree of kinship of any of the persons listed in (b) to (d) inclusive who shares his/her livelihood with such person.

(2)The total number of Trustees who fall under any of the following (a) to (d) of other identical organizations (Excluding public interest corporations.) does not exceed 1/3 of the total number of Trustees:

1. (a) directors;
2. (b) employees;
3. (c) a person who is an officer other than a director (in the case of an organization without legal personality for which a representative person or administrator has been designated, the representative person or administrator;) or a member who executes the business of said other identical organization;
4. (d) a person who is an employee (Excluding members of the Diet and local government assemblies.) of any of the following organizations:

1. (1)national agency
2. (2)local government
3. (3)Incorporated administrative agencies prescribed in Article 2, Paragraph 1 of the Act on General Rules for Incorporated Administrative Agencies
4. (4)National university corporations prescribed in Article 2, paragraph (1) of the National University Corporations Act or inter-university research institute corporations prescribed in paragraph (3) of the same Article
5. (5)Local incorporated administrative agencies prescribed in Article 2, Paragraph 1 of the Local Incorporated Administrative Agency Act
6. (6)a special corporation (A juridical person established by a special act of establishment under a special law and subject to the provisions of Article 4, Item 15 of the Act for Establishment of the the Ministry of Internal Affairs and Communications.) or an authorized corporation ("juridical person" means a juridical person established under a special Act and whose establishment requires the approval of an administrative agency;.);

(Term of Office)

Article 11 Trustees' term of office shall continue until the conclusion of the annual meeting of the Board of Trustees for the last business year ending within four years from the time of their election, and they may be reelected.

(2) The term of office of a councillor who has been elected to fill the vacancy of a councillor who has retired before the expiration of his/her term of office shall continue until the expiration of the term of office of the retired councillor.

(3) When the number of Councillors falls short of the fixed number provided for in Article 10, Councillors shall continue to have the rights and obligations of Councillors even after they retire from office due to expiration of their term of office or resignation, until a person newly elected assumes the office.

(Remuneration for Councillors)

Article 12 The amount calculated in accordance with the standards for payment of remuneration, etc. separately prescribed by the Board of Trustees shall be paid to the Trustees as remuneration, with the total amount for each fiscal year not exceeding 1,584,000 yen.

(2) Councillors may be compensated for the expenses required for the performance of their duties. The standards for payment in this case shall be separately determined by resolution of the Board of Trustees.

Chapter 5 Board of Trustees

(Configuration)

Article 13 The board of councilors shall consist of all councilors.

(Authority)

Article 14 The Board of Trustees shall resolve the following matters:

1. (1) Appointment or dismissal of directors, auditors, and accounting auditors
2. (2) Amount of Remuneration, etc. for Directors and Auditors
3. (3) Standards for Payment of Remuneration, etc. to Councillors
4. (4) Approval of balance sheet and profit and loss statement (statement of activities)
5. (5) amendment of the articles of incorporation
6. (6) Disposition of Residual Assets
7. (7) Approval of Disposition or Exclusion of Fundamental Property
8. (8) Other matters to be resolved by the Board of Trustees as prescribed by laws and regulations or these Articles of Incorporation.

(Holding)

Article 15 The meeting of the Board of Trustees shall be held once within three months after the end of each fiscal year as a regular meeting of the Board of Trustees, and when necessary.

(Convocation)

Article 16 A meeting of the Board of Trustees shall be convened by the President in accordance with a resolution of the Board of Trustees, unless otherwise provided for in laws and regulations.

(2) Councillors may demand that the president call a meeting of the board of councillors by indicating the purpose of the meeting and the reason for calling it.

(Chairperson)

Article 17 The chairperson of a meeting of the board of councillors shall be elected from among the councillors present at the meeting.

(Resolutions)

Article 18 Resolutions at a meeting of the Board of Trustees are effected by a majority of the Trustees present, excluding those who have special interests in the resolution.

(2) Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be adopted by at least a 2/3 majority of the councillors, excluding councillors who have a special interest in the resolution:

1. (1)Dismissal of Auditors
2. (2)Standards for Payment of Remuneration, etc. to Councillors
3. (3)amendment of the articles of incorporation
4. (4)Approval of Disposition or Exclusion of Fundamental Property
5. (5)Other matters specified by laws and regulations

(3) When passing a resolution on a proposal to elect a Trustee, Director, or Auditor, the resolution set forth in Paragraph 1 shall be made for each candidate. If the total number of candidates for Trustees, Directors, or Auditors exceeds the fixed number prescribed in Article 10 or Article 21, from among the candidates who have obtained the affirmative votes of a majority, the candidates up to the limit of the fixed number shall be elected in descending order of the number of votes received.

(Minutes)

Article 19 Minutes shall be prepared with respect to the business of the board of councilors pursuant to the provisions of laws and regulations.

(2) In addition to the chairperson, two signatories of the minutes elected by the board of councillors from among the councillors present shall affix their names and seals to the minutes set forth in the preceding paragraph.

Chapter 6 Officers and accounting auditors

(Appointment of Officers and Accounting Auditors)

Article 20 This juridical person shall have the following officers:

1. (1)8 to 13 Directors
2. (2)Up to two auditors

(2) One of the Directors shall be the President and one shall be the Vice President.

(3) The president set forth in the preceding paragraph shall be the legal representative director concerning general incorporated associations and general incorporated foundations, and the vice president shall be the executive director set forth in Article 91, Paragraph 1, Item 2 of the same Act as applied mutatis mutandis pursuant to Article 197 of the same Act.

(4) This juridical person shall have an accounting auditor.

(Appointment of Officers and Accounting Auditors)

Article 21 Directors, auditors and accounting auditors are appointed by resolution of the board of councilors.

(2) The president and vice presidents shall be appointed from among the directors by resolution of the council.

(Duties and Authority of Directors)

Article 22 The directors constitute the board of directors and execute their duties pursuant to laws and regulations and these articles of incorporation.

(2) The president shall represent this juridical person and execute its business pursuant to the provisions of laws and regulations and these articles of incorporation, and the vice president shall execute the business of this juridical person pursuant to the provisions of the board of directors.

(3) The President and Vice Presidents shall report the status of the execution of their duties to the Council at least twice at an interval exceeding four months in each business year.

(Duties and Authority of Auditors)

Article 23 Auditors shall audit the execution of duties by directors and prepare audit reports pursuant to the provisions of laws and regulations.

(2) Auditors may at any time request business reports from directors and employees and investigate the status of the business and property of this juridical person.

(Duties and Authority of Accounting Auditors)

Article 24 The accounting auditor shall, pursuant to the provisions of laws and regulations, audit the balance sheet and profit and loss statement (statement of activities) and their annexed detailed statements, inventory of assets, and cash flow statement of this corporation and prepare an accounting audit report.

(2) An accounting auditor may, at any time, inspect and copy the following items, or request reports on accounting from directors and employees:

(1)if the accounting books or materials relating thereto are prepared in writing, those documents;

(2) if accounting books or materials relating thereto are prepared in the form of electronic or magnetic records, anything that displays the information recorded in the electronic or magnetic records in a manner prescribed by laws and regulations;

(Term of Office of Officers and Accounting Auditors)

Article 25 The term of office of a director shall be until the conclusion of the annual meeting of the Board of Trustees for the last business year ending within two years from the time of his/her election, and he/she may be reelected.

(2) The term of office of an auditor shall be until the conclusion of the annual meeting of the Board of Trustees for the last business year ending within four years from the time of his/her appointment, and he/she may be reappointed.

(3) The term of office of a director or auditor appointed as a substitute shall be until the expiration of the term of office of his/her predecessor.

(4) When the number of directors or auditors falls short of the fixed number provided for in Article 21, even after they have retired from office due to the expiration of their term of office or resignation, they shall continue to have the rights and obligations of a director or auditor until a newly appointed person assumes the office.

(5) The term of office of an accounting auditor shall continue until the conclusion of the annual meeting of the Board of Trustees for the last business year ending within one year from the time of his/her election. Provided, however, that he/she shall be deemed to have been reappointed unless otherwise resolved at the annual meeting of the Board of Trustees.

(Dismissal of Officers and Accounting Auditors)

Article 26 A director or auditor may be dismissed by a resolution of the board of councilors if the director or auditor falls under any of the following:

(1) when the person has violated the obligations of his/her duties or has neglected his/her duties;

(2) due to a mental or physical disorder, the inmate has difficulty or is unable to cope with the execution of his/her duties;

(2) An accounting auditor may be dismissed by a resolution of the board of councillors if he/she falls under any of the following:

(1) when the person has violated the obligations of his/her duties or has neglected his/her duties;

(2) When he/she has committed misconduct unbecoming of an accounting auditor.

(3) due to a mental or physical disorder, the inmate has difficulty or is unable to cope with the execution of his/her duties;

(3) An auditor may dismiss an accounting auditor with the consent of all auditors if any of Items (i) through (iii) of the preceding paragraph applies. In this case, the Auditor (in cases where there are two auditors, the auditor appointed by the auditors from among themselves;) shall report the fact of dismissal and the reason for dismissal to the first meeting of the Board of Trustees convened after dismissal.

(Remuneration, etc.)

Article 27 Remuneration, etc. may be paid to Directors and Auditors in an amount calculated in accordance with the standards for payment of Remuneration, etc. separately prescribed by the Board of Trustees within the total amount separately prescribed by the Board of Trustees.

(2) Directors and auditors may be reimbursed for expenses required for the performance of their duties. The standards for payment in this case shall be separately determined by resolution of the Board of Trustees.

(3) Remunerations for financial auditors shall be separately prescribed with the consent of the auditors (if there are two or more auditors, the majority of them;).

Chapter 7 board of directors

(Configuration)

Article 28 The board of directors shall consist of all directors.

(Authority)

Article 29 THE BOARD OF DIRECTORS SHALL:

1. (1)Deciding on the execution of business of this corporation
2. (2)Supervising the execution of duties by directors
3. (3)Selection and removal of the President and Vice President

(Type and Holding)

Article 30 There shall be two types of Board of Directors: an ordinary Board of Directors and an extraordinary Board of Directors.

2. The annual meeting of the Board of Directors shall be held at least twice each fiscal year.

(3) An extraordinary meeting of the council may be held in any of the following cases:

1. (1)When the President deems it necessary.
2. (2)when a board member other than the president requests the president to convene a meeting of the board of directors in writing stating the matters that are the purpose of the meeting;
3. (3)If, within five days from the date of the request in the preceding item, a notice of convocation of the Board of Directors meeting which designates a day within two weeks from the date of the request as the date of the Board of Directors meeting is not issued, and the Director who made the request convenes the Board of Directors meeting.
4. (4)When an auditor finds it necessary and requests the president to convene a meeting of the board of directors.
5. (5)If, within five days from the date of the request set forth in the preceding item, a notice of convocation of the Board of Directors meeting which designates a day within two weeks from the date of the request as the date of the Board of Directors meeting is not issued, and the auditor who made the request convenes the Board of Directors meeting;

(Convocation)

Article 31 The Council shall be convened by the President.

(2) When there is a vacancy in the office of the president or when the president is incapacitated, each director shall call a meeting of the council.

(Chairperson)

Article 32 The chairperson of the board of directors is the president.

(Resolutions)

Article 33 Resolutions of the board of directors shall be made by a majority vote at a meeting where a majority of the directors, excluding those who have a special interest in the resolution, are present.

(2) Notwithstanding the provisions of the preceding paragraph, when the requirements of Article 96 of the Act on General Incorporated Associations and General Incorporated Foundations as applied mutatis mutandis pursuant to Article 197 of said Act are satisfied, a resolution of the council shall be deemed to have been adopted.

(Minutes)

Article 34
Minutes shall be prepared with respect to the business of the Board of Directors pursuant to the provisions of laws and regulations.

(2) The president and auditors present at the meeting shall affix their names and seals to the minutes set forth in the preceding paragraph.

Chapter 8 Amendment of the articles of incorporation and dissolution

(Amendment of Articles of Incorporation)

Article 35 These Articles of Incorporation may be amended by resolution of the Board of Trustees.

2. The provisions of the preceding paragraph shall also apply to Articles 3, 4 and 11 of these Articles of Incorporation.

(Dissolution)

Article 36 This juridical person shall be dissolved due to the inability to succeed in the business which is the purpose of this juridical person due to the loss of its basic assets, or for other reasons prescribed by laws and regulations.

(Gift upon Rescission of Public Interest Corporation Authorization)

Article 37 In the event that this corporation is subject to a disposition of revocation of Public Interest Corporation Authorization, or in the event that this corporation disappears due to a merger (excluding cases where the juridical person succeeding to its rights and obligations is a public interest corporation;.), property in an amount equivalent to the remaining amount of property acquired for public interest purposes shall be donated to a corporation listed in Article 5, Item 20 of the Act on Authorization, etc. of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or to a national or local government within one (1) month from the date of such revocation of Public Interest Corporation Authorization or such merger, following a resolution of the Board of Trustees.

(Ownership of Residual Assets)

Article 38 Residual assets held by this corporation in the event of liquidation shall be donated to a corporation listed in Article 5, Item 20 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or to the national or local government, following a resolution of the Board of Trustees.

Chapter 9 Method of public notice

(Method of Public Notice)

Article 39 Public notice of this corporation shall be made by means of electronic public notice.

(2) In cases where it is not possible to give the electronic public notice set forth in the preceding paragraph due to an accident or any other unavoidable reason, publication in the official gazette shall be made.

Chapter 10 Information Disclosure, etc.

(Disclosure of Information, etc.)

Article 40 This corporation shall, in order to improve the quality of the business for public interest purposes, enhance its management system and improve transparency in its management, including disclosure of financial information.

Chapter 11 supplementary provision

(Delegation)

Article 41 In addition to what is provided for in these Articles of Incorporation, matters necessary for the operation of this corporation shall be prescribed separately by resolution of the Board of Directors.

Supplementary Provisions

1. (1) These Articles of Incorporation shall come into effect as from the date of registration of the establishment of a public interest corporation as prescribed in Article 106, Paragraph 1 of the Act on Arrangement, etc. of Relevant Laws Accompanying the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization, etc. of Public Interest Incorporated Associations and Public Interest Incorporated Foundations.
2. (2) When registration of dissolution of a special civil law corporation and registration of establishment of a public interest corporation prescribed in Article 106, Paragraph (1) of the Act on Arrangement, etc. of Relevant Laws Incidental to Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization, etc. of Public Interest Incorporated Associations and Public Interest Incorporated Foundations is made, notwithstanding the provisions of Article 6, the day preceding the date of registration of dissolution shall be the last day of the business year and the date of registration of establishment shall be the start date of the business year.
3. (3) The first president of this juridical person shall be the following persons:.
   Saiichiro Ujiie
4. (4) The first Vice President of this Corporation shall be:.
   Koichi Otsuka