(Name)
Article 1 The name of this Society shall be the Robotics Society of Japan.

(Main Office)
Article 2 The head office of this Society shall be located at 2-19-7, Hongo, Bunkyo-ku, Tokyo.

(Branch)
Article 3 This Society may establish branches in necessary locations by a resolution of the Board of Directors.


Chapter 2: Purpose and Business

(Purpose)
Article 4 The purpose of this Society shall be to facilitate and spread the development of research and knowledge of robotics and the application thereof and to promote the growth of academics, technology and industry.

(Businesses)
Article 5 To accomplish the purpose set forth in the preceding Article, this Society performs the following businesses:
Holding of academic meetings, seminars, visiting tours, etc.;
Publication of academic journals, international journals in European languages and other periodicals;
Research and investigation;
Encouragement of research and recognition of research performance;
Communication and cooperation with domestic and foreign related academic organizations; and
Other businesses necessary for the achievement of the purpose.


Chapter 3: Members

(Types of Members)
Article 6 The members of this Society shall be the following:
Regular members: Individuals having the special academic knowledge or equivalent experience within the scope of the purpose and business of this Society.
Student members: Individuals attending a school, university or graduate school having a course related to the scope of the purpose and business of this Society and taking said course.
Supporting members: Individuals or organizations supporting and assisting the purpose and business of this Society.
Honorary members: Individuals achieving special performance within the scope of the purpose and business of this Society and recommended by a resolution of the General Meeting.

(Admission)
Article 7 A person who wishes to be a member of this Society shall submit the application for admission to the President and shall obtain the approval of the Board of Directors. However, a person who is recommended as an honorary member shall become a member without any procedures for admission once said person accepts such recommendation.
2. When a member who is already a regular member becomes an honorary member, he or she may continue to have the position of a regular member together with the position of an honorary member.

(Admission Fee and Membership Fee)
Article 8 A person who wishes to join this Society and to become a member shall pay the admission fee.
2. Members shall pay the membership fee.
3. Notwithstanding the preceding two Paragraphs, an honorary member shall not be required to pay the admission fee or the membership fee.
4. When a member loses his or her membership, the admission fee and membership fee already paid shall not be returned to said member for any reason whatsoever.
5. The admission fee and membership fee shall be regulated separately by the General Meeting in addition to these Articles of Incorporation.

(Loss of Membership)
Article 9 A member loses his or her membership when he or she:
Withdraws from the membership of this Society;
Is adjudicated as an incapacitated person or a quasi-incapacitated person or is declared bankrupt;
Is dead or is adjudicated as a person who has disappeared or when an organization member is dissolved; or Is expelled from this Society.

(Withdrawal from Membership)
Article 10 When a member wishes to withdraw from the membership of this Society, such member shall make full payment of any unpaid membership fee and shall submit to the President an application for withdrawal stating the reason of such withdrawal.

(Expulsion)
Article 11 When a member commits one of the following acts, the President may expel such member from this Society through a resolution of the General Meeting. In this case, such member shall be given an opportunity to explain his or her acts, prior to a resolution of the General Meeting. An act that damages the reputation of this Society or an act against the purpose of this Society; or An act that violates the obligations of a member of this Society.


Chapter 4: Executives, Councilors and Officers

(Executives)
Article 12 This Society shall have the following Executives.
Directors: 15 or more Directors up to a maximum of 20 (inclusive of one President and two Vice-Presidents)
Auditors: Two Auditors

(Election of Executives)
Article 13 The Directors (inclusive of the President and the Vice-Presidents) and Auditors shall be elected at the General Meeting from the regular members.
2. The total number of a Director, his or her relatives and other persons having a special relationship with him or her shall not exceed one-third of the current number of Directors.
3. A person shall not serve as a Director and Auditor at the same time.

(Duty of Directors)
Article 14 The President generally manages the business of this Society and represents this Society.
2. If an accident occurs to the President or if the President is absent, a Vice-President shall act in place of the President or shall carry out the duties of the President according to the order predetermined by the President
3. The Vice-Presidents shall assist the President and shall handle the matters resolved by the Board of Directors and the General Meeting.
4. The Directors shall organize the Board of Directors and shall resolve and execute the matters stipulated in these Articles of Incorporation and the matters that do not fall under the authority of the General Meeting of this Society.

(Duty of Auditors)
Article 15 The Auditors shall handle the following businesses in relation to the operation and assets of this Society:
To audit the situation of the assets of this Society;
To audit the situation of the business operation of the Directors;
To report to the Board of Directors, the General Meeting and the Minister of Education, Culture, Sports, Science and Technology, when a wrongful fact is found in the situation of the assets and business operation; or
To convene the Board of Directors or the General Meeting if there is a necessity to give the report set forth in the preceding Item.

(Term of Office of Executives)
Article 16 The term of office of the Executives of this Society shall be two (2) years and half of the Directors and half of the Auditors shall be elected every year.
2. The term of office of the Executives shall start from the day following the day of the Ordinary General Meeting.
3. The term of office of an Executive elected as a substitute or as an additional member of the board shall be the same period as the remaining term of the predecessor or the present holder of the office.
4. An Executive shall continue to perform his or her duties even after their term of office until their successor assumes office.

(Dismissal of Executives)
Article 17 If one of the following events occurs to an Executive, he or she may be dismissed by a vote of three-fourths or greater of the current number of Directors in the Board of Directors and a vote of three-fourths or greater of the attending members of the General Meeting. In this case, such Executive shall be given an opportunity to explain, prior to the resolutions.
When it is recognized that he or she is not able to perform his or her duty because of physical or mental failure; or
When the Executive commits an act that is not appropriate for an Executive of this Society, including the violation of official duty.

(Councilors)
Article 18 This Society shall have fifty (50) or more Councilors up to a maximum of one hundred (100).
2. The Councilors shall be elected at the General Meeting from the regular members.
3. A person shall not be a Councilor and an Executive at the same time.
4. The term of office of the Councilors shall be two (2) years. The provisions of Paragraphs 2 through 4 of Article 16 shall apply to the term of office of the Councilors. In this case, the word “Executive(s)” in said provisions shall be read as “Councilor(s).”
5. The Councilors and the Directors set forth in Article 12 shall be deemed as the corporate members under the Civil Code.

(Officers)
Article 19 Necessary Officers shall be appointed for the handling of the clerical duties of this Society.
2. The Officers shall be elected and dismissed by the President.
3. The Officers shall receive salaries.


Chapter 5: Meetings

(Convening of the Board of Directors)
Article 20 The Board of Directors shall be convened by the President, six or more times a year. Provided, however, that when the convening of the Board of Directors is requested with the indication of a matter to be resolved from one-third or greater of the current number of the Directors or from the Auditors, the President shall convene an Extraordinary Meeting of the Board of Directors within ten (10) days from the day of such request.
2. The President shall be the chairman of the Board of Directors. However, the chairman of an Extraordinary Meeting of the Board of Directors shall be chosen by mutual election of the attending Directors.

(Quorum of the Board of Directors)
Article 21 The Board of Directors shall not expedite the agenda and make resolutions without the attendance of two-thirds or greater of the current number of Directors. Provided, however, that a Director who previously expresses his or her will in respect to the agenda in writing shall be considered as a Director attending the meeting.
2. Unless otherwise stipulated in these Articles of Incorporation, the agenda items of the Board of Meeting shall be resolved by the majority of the attending Directors and if the number of affirmative votes and the number of dissenting votes are equal, the agenda items shall be resolved by the vote of the chairman.

(Structure of General Meeting)
Article 22 The General Meeting shall be organized by the Councilors and the Directors.

(Convening of the General Meetings)
Article 23 The General Meetings include the Ordinary General Meeting and Extraordinary General Meetings.
2. The Ordinary General Meeting shall be convened by the President once a year.
3. An Extraordinary Meeting shall be convened by the President, when deemed necessary by the Board of Directors or when requested with the indication of the matter to be resolved from one-fifth or grater of the regular members, from one-fourth or greater of the Councilors or from the Auditors. When such request is submitted, the Extraordinary General Meeting shall be convened within one (1) month from the date of the request.
4. The convening of the General Meeting shall be notified in writing with the indication of the date, place and agenda, no later than ten (10) days prior to the date of the meeting.

(Chairman of General Meeting)
Article 24 The President shall be the chairman of the General Meeting and the chairman of an Extraordinary General Meeting shall be chosen by mutual election of the attending members in each meeting.

(Matters to be Resolved in a General Meeting)
Article 25 In a General Meeting, the following matters shall be resolved, in addition to those stipulated in these Articles of Incorporation:
The matters concerning the business plan and budget of balance;
The matters concerning the business report and settlement of balance;
The matters concerning the list of assets and balance sheet; and
The other important matters concerning the operation of this Society.

(Quorum of General Meeting)
Article 26 The General Meeting shall not expedite the agenda and make resolutions without the attendance of the majority of the General Meeting members set forth in Article 22. In this case, a member who previously expresses his or her will in respect to the agenda in writing and a member who delegates his or her vote to another member of the General Meeting shall be considered as an attending member.
2. Unless otherwise stipulated in these Articles of Incorporation, the agenda items of the General Meeting shall be resolved by the majority of the attending members and if the number of affirmative votes and the number of dissenting votes are equal, the agenda items shall be resolved by the vote of the chairman.
3. All regular members shall have the right to participate in the General Meeting and to express their opinions upon the approval of the chairman. However, the regular members shall not have the right to vote in the General Meeting.

(Notice to Members)
Article 27 The agenda and the resolutions of the General Meeting shall be notified to every member of this Society.

(Minutes)
Article 28 The chairman shall prepare the minutes of the Board of Directors and the General Meeting and the signatures and seals of the chairman and two or more representatives of the attending members shall be affixed prior to the preservation of said minutes.


Chapter 6: Assets and Accounting

(Composition of Assets)
Article 29 The assets of this Society shall be the following:
Assets indicated in the list of assets at the time of the establishment;
Admission fees and membership fees;
Income earned from the assets;
Income earned from the business;
Contributed money and goods; and
Other income.

(Types of Assets)
Article 30 The assets of this Society shall be separated into two types of assets: the basic assets and the operating assets.
2. The following shall constitute the basic assets:
(1) The assets indicated as the basic assets in the list of assets at the time of the establishment.
(2) The contributed assets designated to be incorporated into the basic assets and that are determined to be received by a resolution of the Board of Directors.
(3) The assets determined to be incorporated into the basic assets by a resolution of the Board of Directors.
3. Assets other than the basic assets shall be operating assets.

(Management of Assets)
Article 31 The President shall manage the assets of this Society and the cash money of the basic assets shall be kept by the President in a secure method, such as a time deposit in a bank, which shall be determined by a resolution of the Board of Directors.

(Restriction of Disposal of Basic Assets)
Article 32 The basic assets shall not be transferred, exchanged, provided as security interest or incorporated into the operating assets. Provided, however, that if any unavoidable reason exists in the course of the business of this Society, a part of the basic assets may be disposed of upon the resolutions of the Board of Directors and the General Meeting and upon the approval of the Minister of Education, Culture, Sports, Science and Technology.

(Payment of Expenses)
Article 33 The expenses required for the operation of the business of this Society shall be paid from the operating assets.

(Business Plan and Budget of Balance)
Article 34 The President shall organize the business plan and the budget of balance of this Society and shall submit it to the Minister of Education, Culture, Sports, Science and Technology after obtaining the resolutions of the Board of Directors and the General Meeting, prior to the beginning of each accounting year. The same shall apply to the cases when the business plan and the budget of balance are to be amended.

(Settlement of Balance)
Article 35 The President shall organize the settlement of balance of this Society and shall submit a report of such settlement of balance, with the list of assets, balance sheet, business report, calculation of increase and decrease of net assets and transfer status of members and with the opinions of the Auditors, to the Minister of Education, Culture, Sports, Science and Technology, after obtaining the resolutions of the Board of Directors and the General Meeting, within three (3) months from the end of each accounting year.
2. If there is an increase in the net assets in the settlement of balance of this Society, a part or whole of such increase shall be incorporated into the basic assets or shall be shifted into the next accounting year, upon a resolution of the Board of Directors and upon the approval of the General Meeting.

(Long-Term Borrowings)
Article 36 If this Society intends to borrow money, a resolution of the Board of Directors and the Approval of the Minister of Education, Culture, Sports, Science and Technology shall be obtained, except for short-term borrowings to be paid off from the income of the same accounting year.

(New Obligation, etc.)
Article 37 The resolutions of the Board of Directors and the General Meeting shall be obtained if this Society intends to bear a new and important obligation or to waive an important right, except for the cases set forth in the exceptional clause of Article 32 and the preceding Article and for the cases prescribed in the budget of balance.

(Accounting Year)
Article 38 The accounting year of this Society shall start from January 1 every year and end on December 31 of the same year.


Chapter 7: Amendment of Articles of Incorporation and Dissolution

(Amendment of Articles of Incorporation)
Article 39 These Articles of Incorporation shall be amended when the votes of three-fourths or greater of the current number of Directors and three-fourths or greater of the current number of the General Meeting members and the approval of the Minister of Education, Culture, Sports, Science and Technology are obtained.

(Dissolution)
Article 40 This Society shall be dissolved, when the votes of three-fourths or greater of the current number of Directors and three-fourths or greater of the current number of the General Meeting members and the approval of the Minister of Education, Culture, Sports, Science and Technology are obtained.

(Disposition of Remaining Assets)
Article 41 The assets remaining after the dissolution of this Society shall be contributed to a public benefit corporation having a purpose similar to this Society, when the votes of three-fourths or greater of the current number of Directors and three-fourths or greater of the current number of the General Meeting members and the approval of the Minister of Education, Culture, Sports, Science and Technology are obtained.


Chapter 8: Supplementary Provisions

(Committees)
Article 42 This Society may establish Committees necessary for the smooth operation of the business upon a resolution of the Board of Directors.
2. Committees shall include two types: permanent committees and the temporary committees.
3. The President shall appoint the chief member of a Committee upon a resolution of the Board of Directors.

(Keeping of Documents and Books)
Article 43 The following documents and books shall be retained at the main office of this Society. Provided, however, that this shall not apply if certain documents and books are retained as a substitute for the above documents and books in accordance with other laws and regulations.
(1) Articles of Incorporation;
(2) List of members;
(3) List of names and resumes of the Executives, Councilors and other Officers;
(4) List of assets;
(5) Asset ledger and debt ledger;
(6) Books and documentary evidence concerning income and expense;
(7) Documents concerning the agenda of the Board of Directors and the General Meeting;
(8) Daily report of the administration of affairs;
(9) Documents to and from the administrative authorities;
(10) Budget of balance and business plan;
(11) Calculation of balance and business report;
(12) Balance sheet;
(13) Calculation of increase and decrease of the net assets; and
(14) Other necessary documents and books.
2. The documents set forth in Items 1 to 5 of the preceding Paragraph, the documents set forth in Item 7 of the same Paragraph and the documents set forth in Items 10 to 13 of the same Paragraph shall be retained indefinitely. The books and documents set forth in Item 6 of the same Paragraph shall be retained for ten (10) years or more and the documents set forth in Items 8, 9 and 14 of the same Paragraph shall be retained for one (1) year or more.

(Detailed Regulations)
Article 44 The President may establish detailed regulations for the implementation of these Articles of Incorporation upon a resolution of the Board of Directors and the General Meeting.