International Center for Environmental
Management of Enclosed Coastal Seas
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Articles

Aricles for International Center for Environmental Management of Enclosed Coastal Seas

Chapter 1  General Provisions

(Name)
Article 1
This entity shall be called the International Center for Environmental Management of Enclosed Coastal Seas (hereinafter “the Center”).

(Office)
Article 2
The Center’s office shall be situated in Kobe, Hyogo, Japan.

Chapter 2 Objectives and Activities

(Objectives)
Article 3
The Center’s objectives shall be to construct an organized network linking governments, researchers, companies, private citizens and other entities to promote academic exchanges on an international level and conduct research, training and support activities, in order to conserve existing enclosed coastal sea environments and create new ones and help create a society capable of sustainable development in which human beings can coexist with the tremendous diversity of nature. 。

(Activities)
Article 4
1. In order to achieve the objectives stipulated in the preceding article, the Center shall conduct the following activities:

  1. gather and make available information pertaining to enclosed coastal seas
  2. conduct research into the conservation of existing enclosed coastal sea environments and the creation of new ones
  3. implement training relating to the conservation of existing enclosed coastal sea environments and the creation of new environments
  4. support activities related to the conservation of existing enclosed coastal sea environments and the creation of new environments
  5. cooperate and collaborate with the activities of relevant international organizations and institutions, etc. relating to the conservation of enclosed coastal sea environments and the creation of new environments
  6. sponsor international conferences and otherwise promote international exchanges relating to the conservation of existing enclosed coastal sea environments and the creation of new environments
  7. carry out other activities necessary to achieve the Center’s objectives

2. Each of the activities in the preceding clause shall be conducted in Japan and overseas.

Chapter 3 Assets and Accounting

(Basic assets)
Article 5
1. Basic assets shall be those assets designated by the Board of Directors as indispensable to enable the Center to conduct the objectives of its business.
2. Basic assets shall be managed using reliable and effective methods. Prior approval by both the Board of Directors and the Board of Trustees shall be required for disposition of a portion of its assets or exclusion of assets from basic assets.

(Fiscal year)
Article 6
The Center’s fiscal year shall begin on April 1 of each year and end on March 31 of the following year.

(Business plan and budget)
Article 7
1. A business plan, budget and documents noting the projected financing and equipment investment for the Center shall be prepared by the Chair of the Board of Directors (the Chair of the Board of Directors defined in Article 21; the same hereafter) not later than the day before the first day of each fiscal year and, after being approved by the Board of Directors, shall be reported to the Board of Trustees. The same procedure shall be employed for changes to said documents.
2. The documents noted in the preceding clause shall be provided for public inspection at the Center’s main office until the end of the corresponding fiscal year.

(Business reports and financial statements)
Article 8
1. The following documents such as the business reports and financial statements of the Center shall be prepared after the end of each fiscal year by the Chair of the Board of Directors. Said documents shall then be audited by the Auditors and approved by the Board of Directors.

  1. Business report
  2. Detailed statement accompanying business reports
  3. Balance sheet
  4. Statement of increase or decrease in net assets
  5. Detailed statements accompanying balance sheets and statements of net assets
  6. List of assets

2. Of the documents in the preceding clause that have been approved by the Board of Directors, Document 1, Document 3, Document 4 and Document 6 shall be submitted to the regular meeting of the Board of Trustees. A report of the content of Document 1 shall be presented, and the other documents shall be approved.
3. In addition to the documents in clause 1.above, the following documents shall be provided for public inspection at the Center’s main office for a period of five years. The Articles also shall be provided for public inspection at the Center’s main office.

  1. Audit report
  2. List of Directors, Auditors and Trustees
  3. Documents noting the standards for payment of remuneration, etc. to Directors, Auditors and Trustees
  4. Documents presenting an overview of the Center’s organization and status of business activities with its relevant numerical figures

(Calculation of balance of assets acquired for public interest purposes)
Article 9
Each fiscal year, the Chair of the Board of Directors shall calculate the balance of assets acquired for public interest purposes on the last day of that fiscal year, in accordance with the provisions of Article 48 of the Enforcement Regulations of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (Cabinet Office Regulation No. 68, 2007), and shall record these figures in the documents listed under Section 3 (4) of the preceding Article.

Chapter 4 Trustees

(Required Quorum of Trustees)
Article 10
The Center shall have not fewer than five and not more than 10 Trustees.

(Appointment and dismissal of Trustees)
Article 11
Trustees shall be appointed and dismissed at a meeting of the Trustee Selection Committee.
2. The Trustee Selection Committee shall be composed of a total of five persons: one Trustee, one Auditor and three external committee members appointed based on the provisions established in the following clause.
3. The external committee members for the Trustee Selection Committee shall be persons to whom none of the following applies, and who shall be appointed at a meeting of the Board of Directors.

  1. Persons who execute the business of the Center or related organizations (including major clients or organizations with a material interest; the same hereafter) or their employees.
  2. Persons who in the past were persons to which the provisions of the previous clause apply.
  3. Spouse or relatives with a third degree of kinship of persons corresponding to (1) or (2), or their employees(including persons who were employees in the past).

4. Trustee candidates submitted to the Trustee Selection Committee may be recommended by the Board of Directors or the Board of Trustees. The detailed regulations regarding the operation of the Trustee Selection Committee shall be established by the Board of Directors.
5. When Trustee candidates are recommended to the Trustee Selection Committee, the following matters, as well as the reason that the candidate has been judged to be suitable for appointment as a Trustee, shall be explained to the committee members.

  1. The candidate’s career.
  2. Reason for recommending the person as a candidate.
  3. Relationship of the candidate to the Center and its executives, etc. (Directors, Auditors and Trustees).
  4. The candidate’s posts held concurrently.

6. Resolutions of the Trustee Selection Committee shall be made when a majority of the members is present, and shall be made by majority vote of those committee members. However, at least two external committee members shall be present, and at least two external committee members must be in favor.
7. It shall be possible to appoint an alternate Trustee for the Trustee Selection Committee in situations in which the regular number of Trustees established in the preceding Article is not present.
8. In the situation noted in the preceding clause, the Trustee Selection Committee shall also determine the following matters.

  1. The fact that the candidate is an alternate Trustee
  2. When a candidate has been appointed as alternate Trustee for one or two or more specific Trustees, that fact and the names of the specific Trustees
  3. When two or more alternate Trustees have been appointed for the same Trustee (in the event that a candidate has been appointed as an alternate for two or more Trustees, the two or more Trustees in question), the order of precedence for the alternate Trustees

9. Resolutions regarding the appointment of alternate Trustees as noted in 7.above shall remain in effect up to the end of the regular Board of Trustees meeting which dispose of in the final fiscal year of the fiscal years that end within four years after said resolution has been rendered.

(Term of Trustees)
Article 12
1. The term of Trustees shall be up to the end of the regular Board of Trustees meeting in the final fiscal year of the fiscal years that end within four years after appointment.
2. The term of a Trustee appointed as an alternate for a Trustee who has left office prior to the end of his or her term shall be up to the end of the term of the Trustee who has left office.
3. When the required quorum of Trustees established in Article 10 is not present, Trustees shall retain their rights and obligations as Trustees even after their term has expired or they have left office following resignation, until the newly appointed Trustees have assumed office.

(Trustee remuneration, etc.)
Article 13
1. Trustees shall serve without remuneration.
2. Trustees may be reimbursed for expenses.

Chapter 5 Board of Trustees

(Composition)
Article 14
The Board of Trustees shall be composed of Trustees.

(Authority)
Article 15
The Board of Trustees shall decide the following matters.

  1. Appointment and dismissal of Directors and Auditors
  2. Amount of remuneration, etc. for Directors and Auditors
  3. Amount of reimbursement of Trustees for expenses
  4. Approval of balance sheets and statements of increase or decrease in net assets
  5. Changes to Articles
  6. Disposition of remaining assets
  7. Approval of disposition or exclusion of basic assets
  8. Other matters established by law or in the Articles as matters to be determined by the Board of Trustees

(Convening of meetings of the Board of Trustees)
Article 16
A regular meeting of the Board of Trustees shall be held in June of each fiscal year.
Meetings shall also be held in March and when the need arises.

(Calling of meetings)
Article 17
1. Meetings of the Board of Trustees shall be convened by the Chair of the Board of Directors based on a resolution of the Board of Directors, unless otherwise established by law.
2. Trustees may ask the Chair of the Board of Directors to convene a meeting of the Board of Trustees, indicating the matter to be discussed and the reason for convening the meeting.

(Meeting chair)
Article 18
The Chair of the meeting of the Board of Trustees shall be elected mutually by the Trustees. (Resolutions)

(決議)
Article 19
1. Resolutions of the Board of Trustees shall be made when a majority of Trustees is present, not including those with a special stake in the matter being decided, and shall be made by majority vote of those Trustees.
2. Notwithstanding the provisions of the previous clause, the following resolutions shall be made by a majority of at least two thirds of Trustees present, not including those with a special stake in the matter being decided.

  1. Dismissal of Auditors
  2. Changes to Articles
  3. Approval of disposition or exclusion of basic assets
  4. Other matters established by law

3. When deciding on motions to appoint Directors or Auditors, the resolution in 1. above shall be made individually for each candidate. If the total number of either Director and/or Auditor candidates exceeds the required quorum established in Article 21, the candidates to be finally appointed shall be candidates from among those having a majority of “Approval” votes, ranked in order from those receiving the highest number of votes, until the number of candidates established in the required quorum has been reached.

(Minutes)
Article 20
1. Minutes shall be prepared for the proceedings of Board of Trustees meetings as required by law.
2. Minutes shall be signed and stamped by the meeting Chair and two of the Trustees present that have been selected at the meeting.

Chapter 6 Officers

(Installation of officers)
Article 21
1. The Center shall have the following officers:

  1. Directors: No fewer than 5 and no more than 10
  2. Auditors: No more than 2

2. Of the Directors, one shall serve as Chair, one as Vice-Chair and one as Executive Director.
3. The Chair of the Board of Directors noted in the preceding clause shall be the Representative Director noted in the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48, 2006; hereafter “General Incorporation Act”). The Executive Director shall be the Managing Director in Article 91, Section 1 (2) of the General Incorporation Act that corresponds to Article 197 of the General Incorporation Act.

(Appointment of Officers)
Article 22
1. Directors and Auditors shall be appointed by resolution of the Board of Trustees.
2. The Chair and Vice-Chair of the Board of Directors and the Executive Director shall be selected from among the Directors by resolution of the Board of Directors.

(Duties and authority of Directors)
Article 23
1. Directors shall make up a Board of Directors and shall execute their duties as required by law and in the Articles.
2. The Chair of the Board of Directors shall represent the Center and execute its business as required by law and in the Articles. The Vice-Chair shall help the Chair in his or her duties at the request of the Chair. The Executive Director shall assist the Chair in executing the business of the Center.
3. The Chair and the Executive Director shall report to the Board of Directors regarding the status of execution of their own business at least twice during each fiscal year, at intervals that exceed four months.

(Duties and authority of Auditors)
Article 24
1. Auditors shall monitor the execution of duties by Directors and shall prepare audit reports as required by law.
2. Auditors shall be able at any time to request a report of operations from Directors and their employees and investigate the status of business and assets of the Center.

(Term of office)
Article 25
1. The Directors’ term of office shall be up to the end of the regular Board of Trustees meeting dealing with the final fiscal year of the fiscal years that end within two years after their appointment.
2.The Auditors’ terms of office shall be up to the end of the regular Board of Trustees meeting dealing with the final fiscal year of the fiscal years that end within four years after appointment.
3. Terms of office for Directors and Auditors who have been appointed as alternates shall be up to the end of the term of said Director’s or Auditor’s predecessor.
4. When the required quorum of Directors and Auditors established in Article 21 is not present, Directors and Auditors shall retain their rights and obligations as Directors and Auditors even after their term has expired or they have left office following resignation, until the newly appointed Director or Auditor has assumed office.

(Dismissal of officers)
Article 26
A Director or Auditor may be dismissed by resolution of the Board of Trustees when any of the following applies.

  1. Violation of official responsibilities or neglect of duties
  2. Difficulty in executing duties or inability to execute duties due to physical or mental impairment

(Remuneration and reimbursements)
Article 27
1. Directors and Auditors shall serve without remuneration. However, it shall be possible to provide an amount calculated in accordance with standards for remuneration and other payments established by the Board of Trustees, to Directors and Auditors designated by the Board of Trustees as remuneration, etc., within the range of the total amount designated by the Board of Trustees.
2. Directors and Auditors may be reimbursed for expenses.

Chapter 7 Board of Directors

(Composition)
Article 28
The Board of Directors shall be composed of Directors.

(Authority)
Article 29
The Board of Directors shall perform the following duties.

  1. Making decisions regarding the business and affairs of the Center
  2. Supervising the execution of the Directors’ duties.
  3. Selection and dismissal of the Chair, Vice-Chair and Executive Director

(Calling of meetings)
Article 30
1. The Chair shall call meetings of the Board of Directors.
2. If the Chair is absent or incapacitated, the other Directors shall convene a meeting of the Board of Directors.

(Meeting chair)
Article 31
1. The Chair of the Board of Directors shall serve as meeting chair.
2. In the case noted in Section 2 of Article 30, the Chair of the Board of Directors shall be elected mutually by the Directors.

(Resolutions)
Article 32
1. Resolutions of the Board of Directors shall be made when a majority of Directors is present, not including those with a special stake in the matter being decided, and shall be made by majority vote of those Directors.
2. Notwithstanding the provisions of the preceding clause, a resolution of the Board of Directors shall be considered to have been made when the requirements of Article 96 of the General Incorporation Act that applies mutatis mutandis to Article 197 of the General Incorporation Act have been met.

(Minutes)
Article 33
1. Minutes of the proceedings of Board of Directors meetings shall be prepared as required by law.
2. The Chair of the Board of Directors and the Auditors present shall sign and stamp the minutes noted in the preceding clause.

Chapter 8 President, Honorary Advisors etc.

(President)
Article 34
1. The Center shall have a President.
2. The President shall be chosen from among the Trustees by a resolution of the Board of Directors, and shall be appointed by the Chair of the Board of Directors following the approval of the Board of Trustees.
3. The President shall be able to express opinions and give advice regarding matters of particular importance to the Center.
4. The President shall serve without remuneration.

(Honorary Advisors)
Article 35
1. The Center may have Honorary Advisors.
2. There shall be no more than five Honorary Advisors.
3. Honorary Advisors shall be appointed by the Chair of the Board of Directors.
4. Honorary Advisors shall be able to express their opinions and give advice regarding the operation of the Center.
5. Honorary Advisors shall serve without remuneration.

(Scientific & Policy Committee)
Article 36
1. The Center shall have a Scientific & Policy Committee in order to achieve its objectives.
2. The members of the Scientific & Policy Committee shall be persons knowledgeable about the conservation and management of enclosed coastal sea environments, and they shall be appointed by the Chair of the Board of Directors after approval by the Board of Directors.
3. The terms of office for members of the Scientific & Policy Committee shall be three years. Members shall not be prevented from being appointed to additional terms.
4. The Scientific & Policy Committee shall conduct research and information exchange relating to the conservation and management of enclosed coastal seas, and shall deliberate on and give advice regarding scientific and policy-related matters pertaining to the Center’s activities.
5. In addition to the matters stipulated in the preceding clauses, necessary matters pertaining to the Scientific & Policy Committee shall be decided by the Scientific & Policy Committee, subject to approval by the Board of Directors.
6. Members of the Scientific & Policy Committee shall serve without remuneration. However, it shall be possible to provide an amount calculated in accordance with standards for remuneration and other payments established by the Board of Directors to Scientific & Policy Committee members designated by the Board of Directors as remuneration, etc., within the range of the total amount designated by the Board of Directors.
7. Members of the Scientific & Policy Committee may be reimbursed for expenses.

(Affiliates)
Article 37
1. Individual persons and groups that endorse the objectives of the Center may become Affiliates of the Center in a manner to be determined separately by the Board of Directors.
2. Types of Affiliates, fees, and other matters pertaining to Affiliates shall be determined separately by the Board of Directors.

Chapter 9 Amendments to the Articles and Dissolution of the Center

(Amendments to the Articles)
Article 38
1. These Articles may be changed by resolution of the Board of Trustees.
2.The provision in the preceding clause shall also apply to Article 3, Article 4 and Article 11 of the Articles.

(Dissolution)
Article 39
The Center may be dissolved in the event that it is unable to achieve the objectives of its business due to loss of basic assets, or for other reason established by statute.

(Donations in the event of revocation of authorization as a public service corporation, etc.)
Article 40
In the event that the Center is dissolved due to merger or having been subject to revocation of authorization as a public-service corporation (except in cases in which the corporation assuming its rights and obligations is a public-service corporation), upon the resolution of the Board of Trustees,financial assets of a value equivalent to the remaining assets acquired for public interest purposes shall be donated to a corporation noted in Article 5, Section 17 of the Act concerning Authorization of Public Service Corporations and Public Service Foundations (Act No. 49, 2006; hereafter “Authorization Law”), or to a national or local public organization, by not later than one month from the date on which said authorization as a public service corporation was revoked or the date of said merger.

(Attribution of remaining assets)
Article 41
In the event that the Center is liquidated, the remaining assets shall be donated to a corporation noted in Article 5, Section 17 of the Authorization Act, or to a national or local public organization, upon the resolution of the Board of Trustees.

Chapter 10 Method of Public Notification

(Method of public notification)
Article 42
Notifications issued by the Center shall be made by posting them in a visible public location of the principal office.

Chapter 11 Supplementary Provisions

(Commission)
Article 43
In addition to matters stipulated in these Articles, necessary matters pertaining to the operation of the Center shall be decided by the Chair of the Board of Directors, subject to the resolution of the Board of Directors.

Additional Provisions

1. These Articles shall go into effect on the date of registration of the establishment of a public service corporation as established in Article 106, Section 1 of Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation (Law No. 50, 2006; hereafter “Establishment Law”).
2. When dissolution of a special civil corporation as established in Article 106, Section 1 of the Establishment Law, and the establishment of a public service corporation have been registered on the same day, the day before the day on which dissolution is registered shall be considered to be the last day of the fiscal year of the special civil corporation, and the day of registration of establishment shall be the first day of the fiscal year of the public service corporation, notwithstanding the provisions of Article 6.
3. The following persons shall serve as the initial Board of Trustees.
Masahiro Izumi
Shinichiro Ogaki
Yoichi Kaya
Masashi Kuroda
Tomio Saito
Motoyuki Suzuki
Saburo Nakamura
Yutaka Miyakawa
Koji Muraoka
Yoshiaki Watanabe
4. The following Directors shall be inaugurated on the date on which the establishment of the Center is registered.
Toshizo Ido
Kazuo Arashi
Tomotoshi Okaichi
Takashi Kaji
Kumao Kaneko
Yutaka Suzuki
Hiroshi Nakanishi
Osamu Matsuda
Masataka Watanabe
Tetsuo Yanagi
5. The following persons shall serve as the initial Chair of the Board of Directors, Vice-Chair of the Board of Directors and Executive Director of the Center.
Toshizo Ido
Tomotoshi Okaichi
Kazuo Arashi
6. The following Auditors shall be inaugurated on the date on which the establishment of the Center is registered.
Toshiyuki Bando
Satoshi Inaba
7. The provisions and regulations of the Center that were in effect prior to change of registration may remain in force after the change of registration, as long as this is not against the law or in violation of the provisions of these Articles.