BOLT CONSTITUTION

NPO Balsamo Outreach for Learning and Teaching (BOLT) –CONSTITUTION-

 

The Articles of Incorporation of “NPO Balsamo Outreach for Learning and Teaching” (BOLT)

 

Chapter Ⅰ General Provisions

Name

  Article 1

  The name of this incorporation is “NPO Balsamo Outreach for Learning and Teaching” (バルサモ学習指導奉仕協会) and its abbreviation is BOLT.

 

Office

  Article 2

  BOLT has its office at 1-13-32-703 Honcho Aoba-ku, Sendai-shi Miyagi-ken

Purpose

  Article 3

     The purpose of BOLT is to give aids and assistances to fellow educators and students in Asia throughout the world. We fulfill this mission by providing teacher-training workshops that exhibit practical, student and teacher-friendly approaches to language education that are informed by current research in the field.

 

   Types of specified nonprofit activities

     Article 4

     To achieve the purposes above mentioned, BOLT undertakes the following specified nonprofit activities: (1) Promotion of social education (2) Promotion of culture, the arts (3) International cooperation (4) Administration of organizations that engage in the above activities and / or provision of liaison, advice, or assistance in connection with the above activities.

 

   Types of business

     Article 5

     To achieve the purposes described in the Article 3, this Incorporation undertakes the following business activities regarding these specified nonprofit activities: (1) Publication of academic research and articles regarding language teaching and learning (2) To hold annual international meetings on language teaching and learning throughout Asia (3) To provide research grants for the development of language teaching and learning (4) send teachers abroad for training (5) provide assistance in hygiene and nutrition education of countries in need.

 

   Chapter Ⅱ Membership

   Category and types of membership

     Article 6

     BOLT has one membership category:

         Full membership (hereinafter referred to as BOLT members)

           Regular member

 

    Admission

      Article 7

  1. members shall meet the following requirements:

    1. To agree with the purposes of BOLT

    2. To agree with the payment of fees specified by BOLT.

    3. To agree with the purposes of BOLT and to abide by the regulations and rules specified by BOLT.

  2. A person who desires to be a BOLT member shall apply to the President of BOLT through the specified application form.

  3. Upon receipt of the above mentioned application, the President shall accept the applicant whenever such application fully meets the requirements and there is no appropriate reason to reject it.

 

Membership fees

  Article 8

  BOLT members shall pay membership fees which are determined by the Board Meeting and

approved by the General Meeting of BOLT. BOLT membership fees include subscriptions.

 

 Disqualification of membership

   Article 9

   If a BOLT member falls under one of the following cases, he/she will lose membership

qualification:

  1. Failure to renew the membership upon expiry

  2. Dismissal from membership.

 

  Withdrawal from membership

    Article 10

    A member may withdraw from BOLT anytime at their own free will.

 

  Dismissal from membership

    Article 11

  1. If a member falls under any of the following cases, the Board of Directors may dismiss such a member from BOLT:

    1. If a member violates the Articles of Incorporation

    2. If a member injures the reputation or acts against the purposes of BOLT

  2. If the Board of Directors should dismiss a member for the reasons mentioned above, such a member shall be given the opportunity to speak prior to the decision of the Board.

 

Nonrefunding of the fees and dues

  Article 12

  BOLT shall not refund any fees and dues once paid by the members.

 

Chapter Ⅲ Officers

Types and number of officers

  Article 13

  1. BOLT has the following types and number of officers.

    1. Director: Five (5)

    2. Auditor: One (1)

  2. Among the directors, one shall be President and one shall be Vice President.

 

    Elections, etc.

      Article 14

  1. Directors and Auditors shall be elected by ballot of the general membership and approved by the General Meeting.

  2. More than one person who are his/her spouse or close family of any Director or Auditor may not be Directors. More than one third of Directors and Auditor may not include persons who are their spouse’s child, grandparent(s), grandchild, great-grand parent(s), uncle, aunt, cousin, nephew, and niece.

  3. No person who is covered under any of the Article 20 of the NPO Law may become an Officer of BOLT.

  4. The Auditor may not concurrently be a director or staff member.

 

    Officer duties

      Article 15

  1. The President shall represent BOLT and preside over all activities of BOLT.

  2. The Vice President shall assist the President and preside over the activities as specified by the President in case of his/her accident and/or absence.

  3. Directors constitute the Board of Directors and they perform the duties specified by the Articles of Incorporation and resolutions passed at the Board Meeting.

  4. The Auditor shall perform the following duties:

    1. Inspect the status of business conducted by the directors

    2. Inspect the status of assets of this Incorporation

    3. Report to the General Meeting or the concerned governmental authority if, as a result of the inspection specified in the preceding items, improper conduct or important facts indicating violation of laws, regulations, or the Articles of Incorporation with regard to the business or assets of BOLT is discovered.

    4. Convene the General Meeting, if necessary, to submit a report as specified in the preceding item

    5. Present opinions to the Directors on the status of business conducted by the Directors or the status of assets of this Incorporation.

 

Terms of office of the officers

      Article 16

  1. The terms of office of the Directors and the Auditor shall be for two (2) years. However, reelections shall not be prohibited.

  2. Notwithstanding the provisions specified in the preceding Item 1, in the event that a successor is not yet elected, Directors and Auditor shall perform their duties until after the General Meeting.

  3. The terms of office of Directors and the Auditor who newly assume the office due to the absence or increase of officer(s) shall be the residual period of the former or current officers.

  4. Directors shall perform their duties until a successor assumes the office, even after resignation or fulfillment of the term of office.

 

    Filling of vacancies

      Article 17

  1. If the officers of more than one-third (1/3) of the quorum of directors or auditor fall vacant, they shall be filled promptly.

 

    Dismissal of officers

      Article 18

  1. Under any of the following conditions, dismissal of such Director(s) or Auditor may be voted on at the Board Meeting and approved by the General Meeting:

    1. Recognized to be incompetent for his/her duty due to mental or physical impediment

    2. Violation of official duty or inappropriate acts as Director or Auditor

  2. In the event of dismissal specified in the preceding item, concerned Director(s) or Auditor shall be given the opportunity to speak prior to the decision by the General Meeting.

 

    Remuneration

      Article 19

  1. Less than one-third (1/3) of the total number of Directors and Auditor may receive remuneration.

  2. The expenses needed to perform the duties shall be reimbursed.

  3. The President of BOLT may stipulate necessary terms and conditions to cover the preceding item 2 with the approval of the General Meeting.

 

Chapter Ⅳ Meetings

 

Types of meetings

  Article 20

  1. BOLT shall have General Meeting(s) and Board Meeting(s).

  2. General Meeting(s) may be ordinary or extraordinary.

 

    Constitution of General Meeting

      Article 21

      The General Meeting consists of BOLT members.

 

    Authority and function of General Meeting

      Article 22

      The following items shall be resolved at the General Meeting:

  1. Amendment of the Articles of Incorporation

  2. Dissolution and Merger

  3. Business plan, Budget for revenues and expenditure and amendments thereof

  4. Business report and Financial Reports

  5. Appointment and dismissal of officers, officer’s duty and remuneration

  6. Amounts of membership fee

  7. Loan (excluding the short-term loan reimbursed within the same business period) as in Article 49 and other new burden of obligation and/or renunciation of rights

  8. Organization and administration of BOLT Central Office

  9. Other important issues concerning the administration of BOLT

 

    Holding the General Meeting

      Article 23

  1. The ordinary General Meeting of BOLT will be held once a year.

  2. The extraordinary General Meeting will be held for the following reasons:

    1. When calls the meeting as occasion demands

    2. When one-fifth (1/5) and more of the total number of the BOLT members request to hold a General Meeting

    3. When the Auditor convenes General Meeting according to the Article 15, item 4

 

    Convene General Meeting

      Article 24

  1. The President convenes the General Meeting except in the events stipulated in item 2-(3) of the preceding Article.

  2. The President, upon receipt of the claims for the General Meeting in the event of item 2-(1) and 2-(2) of the preceding Article, shall convene the extraordinary General Meeting within 90 days from the date of said receipt.

  3. In the event of convening the General Meeting, written or online notice of date, hour, place,

purposes and agenda of the Meeting shall reach BOLT members at least 5 days before the General Meeting.

 

    Chairman of General Meeting

      Article 25

      The chairperson of the General Meeting shall be appointed from among BOLT members

present at the General Meeting.

 

    Quorum of General Meeting

      Article 26

      More than a half of BOLT members shall constitute a quorum.

 

    Resolution by General Meeting

      Article 27

  1. The agenda to be considered at the General Meeting shall be those listed in Article 24, Item 3.

  2. To pass any motions which the BOLT membership was not notified in advance according to Article 24, Item 3, two-thirds of the attendants of the General Meeting must approve.

  3. All other motions shall be passed by a majority vote of the Meeting. In case of a tie, the chairperson shall decide the issue.

 

    Voting at General Meeting

      Article 28

  1. Each BOLT member shall have an equal voting right at the General Meeting.

  2. Any BOLT member, who is forced to be absent from the General Meeting due to circumstances beyond control, may vote in writing or through electronic forms or may ask in writing to have a proxy for his/her voting at the Meeting.

  3. Such members specified in the preceding Article shall be considered in attendance at the General Meeting.

  4. Those BOLT members involved in the special interests of the agenda may not participate in the voting for such agenda.

 

    Minutes of General Meeting

      Article 29

  1. The following items shall be covered in the minutes of the General Meeting:

    1. Date, hour, and place

    2. Total number of BOLT members and the number of attendants including proxy (the number of the proxy votes in writing or through electronic forms should be appended.)

    3.  

    4. Process of discussion and resolutions

    5. Issues for the appointment of minutes recorders

  2. The minutes of the General Meeting shall be signed by the chairperson and 2 attendants appointed by Meeting.

 

Constitution of Board Meeting

      Article 30

      The Board Meeting consists of Directors and the Auditor.

 

    Authority and faculty of Board Meeting

      Article 31

  1. The Board Meeting shall be the chief policy-making body of BOLT.

  2. The Board Meeting resolves the following items and other issues specified by the Articles of Incorporation:

    1. Issues to be considered at the General Meeting

    2. Issues concerning the carrying out of the resolutions made at the General Meeting

    3. Establishment of committees

    4. Issues concerning the carrying out the duties which do not require the approval of the General Meeting

    5. Directors shall oversee the routine operations of BOLT including the work of committees and employees. They shall recommend policies to, and coordinate agenda’s for the . They may make emergency decisions on behalf of the organization between Decisions by directors are subject to the approval of the .

 

    Holding Board Meeting

      Article 32

      The Board Meeting will be held on the following occasions:

  1. At least once a year

  2. When two-thirds (2/3) and more of the Directors request the holding of in writing for a specified agenda

 

    Convening Board Meeting

      Article 33

  1. The President convenes the Board Meeting.

  2. In the event of item 2 of the preceding Article, the President shall convene the Meeting indicating the date, hour, place, purposes, and the agenda to be discussed.

  3. The President shall send a written or online notice at least 15 days prior to the holding of the Meeting indicating the date, , place, purposes, and the agenda to be discussed.

 

    Chairperson of Board Meeting

     Article 34

     The President chairs the Board Meeting.

 

    Resolution by Board Meeting

      Article 35

  1. The issues to be approved by the Board Meeting shall be those announced in advance in accordance with the Article 33 Item 3.

  2. All the proposals and motions shall be approved by a majority vote of the Directors attending at the Board Meeting. In case of a tie, the chairperson shall decide the issue.

 

    Voting in Board Meeting

      Article 36

  1. Each Director has an equal voting right.

  2. Any Director who is forced to be absent from the Meeting due to the circumstances beyond their control, may vote in writing or through electric forms or may entrust his or her vote to another BOLT member on announced agenda items.

  3. Such Director(s) voting in accordance with the preceding Article shall be deemed attendant to the Meeting in the case of application of the preceding article and the Item 1 (2) of the next article.

  4. The Director(s) involved in the special interests of the agenda may not participate in the voting.

 

    Minutes of Board Meeting

      Article 37

  1. The following items shall be covered in the minutes of

    1. Date, hour and place

    2. The number and names of attendants including proxy (the number of the proxy

      • in writing or through electric form should be appended).

  2.  

  3. Process of discussions and the resolutions

  4. Issues for the appointment of minute recorders

  5. The minutes of the Board Meeting shall be signed by the Chairman and more than one attendant appointed by the Meeting.

 

Chapter Ⅴ Assets

 

    Assets

      Article 38

      The assets of this Association consist of the following assets:

  1. The assets listed in the inventory of assets at the time of foundation

  2. Membership dues and fees

  3.  

  4. Revenues derived from the assets

  5. Revenues from business

  6. Other revenues

 

    Classification of assets

      Article 39

      The assets of this Incorporation are classified as those relating to the Specified Nonprofit

 Activities.

 

    Assets administration

      Article 40

      The President shall administer the assets of BOLT and stipulate the method of

administration with the consent of the General Meeting.

 

Chapter Ⅵ Accounting

 

    Accounting principles

      Article 41

      The accounting of this Incorporation shall be in accordance with the principles as stipulated in

Article 27 of the Law (NPO Law).

 

    Accounting classification

      Article 42

      The accounts of this Incorporation shall be classified as:

  1. Accounts for the business relating to the Specified Nonprofit Activities.

 

    Business year

      Article 43

      The business year of this Incorporation starts on the 1st of April every year and ends on the

31st of March of the following year.

 

    Business plan and budget

      Article 44

      For every business year, the President of this Incorporation shall draft a business plan and a

budget for revenue and expenditures, and get approval of the Board Meeting.

 

    Provisional budget

      Article 45

  1. Notwithstanding the preceding Article, if the budget is not given the final approval at theBoard Meeting due to circumstances beyond control, the President may authorize the receipt and the disbursements with the approval of the Board Meeting following the preceding year’s budget until the final approval of the new year’s budget by the Board Meeting.

  2. The receipts and disbursement described in the preceding item shall be deemed a part of the new year’s budget.

 

    Reserve fund

      Article 46

  1. To appropriate the expenditure over the budget, a reserve fund may be installed into the budget.

  2. Any disbursements from the reserve fund shall require the prior consent of the Board Meeting.

 

Revision of the budget

      Article 47

      The final approved budget may be revised in the event of circumstances beyond control with

the approval of the Board Meeting.

 

 

    Business reports

      Article 48

  1. The activity report, inventory of assets, balance sheet and statement of the revenues and expenditures shall be made by the President of the Incorporation promptly after closing of every business year and shall be audited by the Auditor for the approval of the General Meeting.

  2. Any surplus of the business year shall be carried over to the following year.

 

    Expedient transactions

      Article 49

      Those transactions not included in the budget such as loan and other new liabilities,

 abandonment of the assets shall be determined by the Board Meeting and

approved by the General Meeting.

 

Chapter Ⅶ Amendments of the Articles of Incorporation and Dissolution and Merger

 

    Amendments of the Articles of Incorporation

      Article 50

      Any amendments of the Articles of Incorporation shall be approved by more than two-thirds

(2/3) of the BOLT members present at the General Meeting. No amendment of the Articles of

Incorporation shall be effective unless approval is obtained from the concerned government

agency excluding the minor matters specified in Article 25 item 3 of the NPO Law.

 

    Dissolution

    Article 51

  1. This Incorporation shall be dissolved for any of the following reasons:

    1. Resolutions of a General Meeting to that effect

    2. The impossibility of successful performance of operations relating to specified nonprofit activities that are its objective

    3. Scarcity of members

    4.  

    5.  

    6. Revocation of authentication of the foundation by the concerned government agency

  2. The dissolution of BOLT due to reasons specified in the preceding item 1.1 shall be approved by more than two-thirds (2/3) of all BOLT members.

  3. Dissolution for reasons specified in item 1.2 shall not take effect without the approval of the concerned government agency.

 

    Appointment of liquidator

      Article 52

      In the case of the dissolution of BOLT, the Directors shall be appointed as liquidators except

in the case of merger.

 

    Assignment of remaining assets

      Article 53

      In the event of dissolution, except in the case of merger and bankruptcy, the liquidators may

assign the remaining assets to another specified nonprofit corporation or local public entity,

with the consent of the General Meeting.

 

    Merger

      Article 54

      Any merger by BOLT shall be approved by more than two-thirds (2/3) of BOLT members and

shall be approved by the concerned government agency.

 

Chapter Ⅷ Method of Public Notice

 

Method of public notice

      Article 55

      The public announcement of BOLT shall be posted at the BOLT Central Office and in

BOLT’s publication.

 

Chapter Ⅸ The BOLT Central Office

 

    BOLT Central Office

      Article 56

  1. The BOLT Office shall conduct BOLT business.

  2. In the BOLT Central Office, the Office Supervisor and necessary staff shall be arranged.

 

    Appointment and dismissal

      Article 57

      The appointment and dismissal of the staff (including the Office Supervisor) shall be arranged

by the President of BOLT.

 

    Organization and administration

      Article 58

      The President shall establish the necessary matters for the organization and administration

of the BOLT Central Office in accordance with the consent of the General Meeting.

 

Chapter Ⅹ Miscellaneous Provisions

 

    Bylaws

      Article 59

      The Bylaws necessary to implement this Articles of Incorporation shall be stipulated by the

 President with the approval of the Board Meeting.

 

 Supplementary provisions

  1. This Articles of Incorporation shall become effective on the date of registration of the foundation.

2 Notwithstanding the provisions specified in the Articles 14 item 1, the officer(s) from the date of the foundation of the Corporation to the first General Meeting of 2011 are as listed on the attached sheet.

  1. Notwithstanding the provision of Article 43, the first business period of this Incorporation shall be from the date of foundation to March 31st of .

  2. The business plan and the budget for the first period of this Incorporation shall be determined by the in spite of the provisions of Article 44.

  3. The Membership fees at the time of the foundation of BOLT shall be as follows in spite of the provisions of Article 8: Annual membership fees.

    • BOLT membership

Regular membership JPY2,000

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