Articles of International Center

for Environmental Management of Enclosed Coastal Seas

Chapter 1 General Provisions

(Name)

Article 1

This entity shall be called International Center for Environmental Management of Enclosed Coastal Seas (hereinafter "the Center").

(Office)

Article 2

The Center's offices shall be situated at 5-2 Wakihama Kaigan-dori 1-chome, Chuo-ku, Kobe, Hyogo, Japan.

(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 preserve 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

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 preservation of existing enclosed coastal sea environments and the creation of new environments

(4) support activities related to the preservation of existing enclosed coastal sea environments and the creation of new environments

(5) sponsor international conferences and otherwise promote international exchanges relating to the conservation of existing enclosed coastal sea environments and the creation of new environments

(6) carry out other activities necessary to achieve the Center's objectives

Chapter 2 Assets and Accounting

(Composition of assets)

Article 5

The assets of the Center shall consist of the following:

(1) assets listed in the List of Property at the time of the Center's establishment;

(2) assets received as donations, grants and subsidies;

(3) income generated from existing assets;

(4) income from regular activities;

(5) income from fees paid by Affiliates; and

(6) other income.

(Classification of assets)

Article 6

1. The assets of the Center shall consist of the Principal Fund and the Operating Resources.

2. The Principal Fund shall consist of the following:

(1) assets listed in the Principal fund category in the List of Property at the time of the Center's establishment;

(2) assets donated specifically to the Principal Fund; and

(3) assets that are transferred to the Principal Fund by resolution of the Board of Directors.

3. The Operating Resources shall consist of resources other than those in the Principal Fund.

(Administration of assets)

Article 7

1. The Chairman of the Board of Directors shall administer the assets of the Center, using methods decided by the Chairman and approved by the Board of Directors.

2. Cash contained in the Center's assets must be stored using safe and reliable methods that include establishing postal time-deposit accounts or bank time-deposit accounts, entrusting the funds with a trust bank, or purchasing government or corporate bonds.

(Restrictions on the disposal of the Principal Fund)

Article 8

The Principal Fund may not be disposed of or used as collateral. However, in the event of unavoidable circumstances during the performance of the Center's activities, a portion of the Principal Fund may be disposed of, or all or a portion of the Principal Fund may be used as collateral, provided that two-thirds or more of the current number of members of the Board of Directors has so resolved, and provided that this action has been approved by the Board of Trustees and authorized by the Prime Minister of Japan.

(Payment of expenses)

Article 9

The expenses of the Center shall be paid from the Operating Resources.

(Business plans and budget)

Article 10

The documents for the Institute's annual business plan and the annual budget necessary for the business plan shall be prepared by the Chairman of the Board of Directors. Prior to the start of each fiscal year, these documents must be approved by two thirds or more of the current number of members of the Board of Directors and be approved by the Board of Trustees, and must then be submitted to the Prime Minister of Japan. Any revisions to these documents must also follow the same procedure.

(Provisional budget)

Article 11

1. Notwithstanding the provisions of the preceding article, when the budget for revenue and expenditures is not formulated due to compelling circumstances, the Chairman of the Board of Directors may, upon the approval of the Board of Directors, exercise control over revenue and expenditures in accordance with the budget for the previous fiscal year, until a new budget is formulated.

2. The budget for revenue and expenditures referred to in the preceding clause shall become the revenue and expenditures for the new budget.

(Business reports and settlement of revenue and expenditures)

Article 12

1. The Center's business reports and settlement statements shall be prepared by the Chairman of the Board of Directors at the end of each fiscal year. These shall include the Business Report, Statement of Revenue and Expenses, Report on Changes in Net Assets, Balance Sheet, and the List of Property. These documents shall be inspected by the Auditors and approved by two thirds or more of the current number of members of the Board of Directors and then approved by the Board of Trustees and, within three months after the end of the fiscal year, reported to the Prime Minister of Japan. In such cases, any changes that have been made to the amount of total assets should be registered within two weeks and a certified copy of the registration attached to the documents.

2. When there are surplus funds in the Center's revenue and expenditures settlement, upon approval by the Board of Directors all or a portion of this surplus shall be transferred to the Principal Fund or appropriated forward to the next fiscal year.

(Special accounts)

Article 13

When necessary for the performance of the Center's activities, and upon approval by the Board of Directors, the Center may establish special accounts.

(Long-term borrowings)

Article 14

When the Center seeks to borrow funds, with the exception of the payment of short-term borrowings with income from that fiscal year, the borrowing of funds must be approved by two-thirds or more of the current number of members of the Board of Directors and then approved by the Board of Trustees and authorized by the Prime Minister of Japan.

(Assumption of responsibilities and waiver of rights)

Article 15

With the exception of the provisions of Article 8 and provisions in preceding articles and matters determined by the budget for revenue and expenditures, in the event that the Center seeks to assume additional responsibilities or waive rights, the action must be approved by two thirds or more of the current number of members of the Board of Directors and approved by the Board of Trustees and then reported to the Prime Minister of Japan.

(Fiscal year)

Article 16

The Center's fiscal year shall begin on April 1 of each year and end on March 31 of the following year.

Chapter 3 Officers

(President)

Article 17

1. The Center shall have a President.

2. The President shall be selected from among the Trustees of the Board of Trustees.

3. The President shall represent the Center.

(Officer duties and quorum)

Article 18

1. The Center shall have the following officers:

(1) Directors No fewer than 10 and no more than 15

(2) Auditors 2

2. One Chairman and one Executive Director shall be selected from among the Directors.

3. One or two Vice-Chairmen shall be selected from among the Directors.

(Selection)

Article 19

1. The Directors and Auditors shall be selected by the Board of Trustees.

2. The Directors shall decide amongst themselves the persons to serve as Chairman, Vice-Chairman (or Vice-Chairmen) and Executive Director.

3. Directors, Auditors and Trustees cannot serve simultaneously in another position.

4. The number of Directors who are relatives or have a special mutual relationship shall not exceed one-third of the total number of Directors.

5. Auditors shall not be relatives or have a special mutual relationship.

6. Any changes relating to Directors must be registered within two weeks and reported without delay to the Prime Minister of Japan, together with a certified copy of the register.

7. Any changes relating to Auditors must be reported without delay to the Prime Minister of Japan.

(Duties)

Article 20

1. The Chairman shall represent the Center and preside over the business thereof.

2. The Vice-Chairman (or Vice-Chairmen) shall assist the Chairman and, in the event that the Chairman is incapacitated or absent, execute the duties of the Chairman.

3. The Executive Director shall assist the Chairman and Vice-Chairman (or Vice-Chairmen) and conduct the ordinary business of the Center.

4. The Directors shall comprise the Board of Directors and shall decide on and execute matters pertaining to the Center in accordance with the provisions of these Articles.

5. The Auditors shall perform the following tasks:

(1) audit assets and accounting;

(2) audit the execution of business activities by the Directors;

(3) report irregularities discovered in the audit of assets, accounting and the execution of business activities to the Board of Directors and the Board of Trustees or the Prime Minister of Japan; and

(4) request a convening of, or convene, the meetings of the Board of Directors and the Board of Trustees when it is necessary to report on matters in the preceding item.

(Terms of office)

Article 21

1. The terms of office for the President and Officers (hereafter "Officers") shall be two years. Officers shall not be prevented from being reelected to subsequent terms.

2. The term of office for an Officer who is elected as a replacement shall be the time remaining in the term of his or her predecessor. The terms of office for Officers who are elected as additional Officers shall be the same as the terms of the present Officers.

3. Even after they have resigned, or following the expiration of a term of office, Officers must carry out the duties of their position until a successor takes office.

(Dismissal)

Article 22

1. When one of the following matters applies to an Officer, that Officer may be dismissed with the approval of at least two-thirds of the current number of members of both the Board of Directors and the Board of Trustees. In such cases, an opportunity must be given to the officer for exculpation prior to the vote by the Board of Directors and the Board of Trustees.

(1) When it is recognized that the Officer is unable to execute the duties of the position because of psychological or physical problems.

(2) When it is recognized that the Officer has violated an obligation of the duties of the position or has otherwise carried out any activity that is inappropriate for an Officer.

(Remuneration and reimbursements)

Article 23

1. In general, officers shall not be remunerated. However, full-time officers may be remunerated.

2. Officers shall be reimbursed for expenses.

3. The Chairman may decide on reimbursement for necessary matters related to the preceding two clauses.

Chapter 4 Board of Directors

(Composition)

Article 24

The Board of Directors shall consist of Directors.

(Authority)

Article 25

In addition to matters separately determined by the provisions of these Articles, the Board of Directors shall decide on and execute all matters of importance relating to the business activities of the Center.

(Types and convening of meetings)

Article 26

1. There shall be two types of meetings of the Board of Directors: ordinary meetings and extraordinary meetings.

2. The ordinary meeting of the Board of Directors shall convene twice each year.

3. The extraordinary meeting of the Board of Directors shall convene in any of the following cases:

(1) when the Chairman of the Board of Directors recognizes that convening of an extraordinary meeting of the Board of Directors is necessary;

(2) when there is a request in writing to convene a meeting of the Board of Directors by one-third or more of the current number of members of the Board of Directors, with the request stating the purpose of convening the meeting;

and

(3) when there is a request to convene a meeting of the Board of Directors by an Auditor as stipulated in item

(4) under clause 4 of Article 20.

(Calling of meetings)

Article 27

1. The Chairman shall call meetings of the Board of Directors.

2. The Chairman of the Board of Directors must call an extraordinary meeting of the Board of Directors within 14 days in the event of the situation stipulated in items (2) and (3) under clause 3 of the preceding Article.

3. When an ordinary meeting of the Board of Directors is called, notification in writing that states the date and time, place, purpose, and matters for deliberation must be made at least seven days prior to the convening of the meeting.

(Meeting chair)

Article 28

The Chairman of the Board of Directors shall serve as meeting chair.

(Quorum)

Article 29

Meetings of the Board of Directors may not be convened unless two-thirds or more of the current number of Directors is present.

(Resolutions)

Article 30

Except as otherwise provided for by the provisions of these Articles, the resolutions of the meeting of the Board of Directors shall be decided by a majority vote of the Directors. In the event of a tie, the matter shall be decided by the chair of the meeting.

(Voting in writing, etc.)

Article 31

1. Any Director who is unable to attend the meeting due to unavoidable circumstances may vote in writing on matters for which notification has been made beforehand, or may commission another Director to vote as his or her proxy.

2. With regard to the application of provisions in the preceding two articles, in the case where a Director is unable to attend as stipulated in the preceding clause, the Director shall nevertheless be regarded as having attended the meeting.

(Minutes)

Article 32

1. The Minutes of the meetings of the Board of Directors must be prepared. Minutes must contain the following:

(1) the date, time and place of the meeting;

(2) the current number of Directors and the names and number of Directors in attendance (persons voting in writing and commissioned to vote by proxy shall be noted in the Minutes);

(3) matters deliberated and matters voted on;

(4) a summary and the results of the proceedings; and

(5) matters relating to the election of signatories to the Minutes.

2. The chair of the meeting and two or more persons elected to sign the Minutes of the meeting must sign and affix their seals to the Minutes.

Chapter 5 Trustees and the Board of Trustees

(Trustees)

Article 33

1. The Center shall have no fewer than 15 and no more than 20 Trustees.

2. Trustees shall be elected by the Board of Directors and shall be commissioned by the Chairman of the Board of Directors.

3. The provisions in Articles 21, 22 and 23 shall be applied mutatis mutandis to the Trustees. In this case, the term "Officer" used in these Articles shall read as "Trustee."

(Meeting of the Board of Trustees)

Article 34

1. The Board of Trustees shall be composed of Trustees.

2. Meetings of the Board of Trustees shall be called by the Chairman of the Board of Directors.

3. The Chair of the meeting of the Board of Trustees shall be elected mutually by the Trustees.

4. In addition to the duties stipulated by the provisions of these Articles, the Board of Trustees shall, in response to a request from the Chairman of the Board of Directors, deliberate and provide advice on necessary matters.

5. The provisions in Article 27, clause 3, and Articles 29 through 32 shall be applied mutate mutants to the Board of Trustees. In this case, the terms "Board of Directors" and "Director" used in these Articles shall read as "Board of Trustees" and "Trustee," respectively.

6. In addition to the provisions of this Article, the Board of Directors shall determine necessary matters related to the operation of the Board of Trustees.

Chapter 6 Honorary Advisors

(Honorary Advisors)

Article 35

1. The Center may have Honorary Advisors.

2. Honorary Advisors shall be appointed by the Chairman of the Board of Directors upon approval by the Board of Directors.

3. The terms of office for Honorary Advisors shall be two years. Honorary Advisors shall not be prevented from being reappointed to subsequent terms.

4. Honorary Advisors shall respond to requests for advice regarding basic matters from the Chairman of the Board of Directors.

5. The provisions in Articles 22 and 23 shall be applied mutate mutants to the Honorary Advisors. In this case, the term "Officer" used in these Articles shall read as "Honorary Advisor."

Chapter 7 Scientific & Policy Committee

(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 preservation and management of enclosed coastal sea environments, and they shall be appointed by the Chairman 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 preservation 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. The provisions in Article 21, clauses 2 and 3, and Articles 22 and 23 shall be applied mutates mutants to the members of the Scientific & Policy Committee. In this case, the term "Officer" used in these Articles shall read as "member of the Scientific & Policy Committee."

Chapter 8 Affiliates

(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

These Articles may be amended only with the approval of three-fourths or more of the current number of members of the Board of Directors and three-fourths or more of the current number of members of the Board of Trustees, and must be approved by the Prime Minister of Japan.

(Dissolution)

Article 39

The Center may be dissolved only in accordance with the provisions set forth in items 2 through 4 of clause 1 under Article 68 of the Japanese Civil Law, subject to the approval of three-fourths or more of the current number of members of both the Board of Directors and the Board of Trustees and authorization by the Prime Minister of Japan.

(Disposition of residual assets)

Article 40

The residual assets at the time of the dissolution of the Center shall be donated to institutions that operate with similar objectives, subject to the approval of three-fourths or more of the current number of members of both the Board of Directors and the Board of Trustees and authorization by the Prime Minister of Japan.

Chapter 10 Secretariat

(Establishment)

Article 41

1. A Secretariat shall be established to carry out the business of the Center.

2. The Secretariat shall have a Director and necessary staff.

3. The Director and staff shall be appointed and dismissed by the Chairman of the Board of Directors.

4. The Chairman of the Board of Directors shall decide on matters necessary for the organization and operation of the Secretariat, subject to approval by the Board of Directors.

(Books and documents to be furnished)

Article 42

The Secretariat must always keep the following records and documents:

(1) the Articles for the Center;

(2) a list of Directors, Auditors, Trustees, Research Associates and other staff and their resumes;

(3) documents pertaining to permission, authorization and registration;

(4) documents on the proceedings of the Institution as set forth in the Articles;

(5) records of, and documentary evidence for, revenue and expenditures;

(6) documents indicating the status of assets and liabilities and the status of net assets; and

(7) other necessary documents and records.

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 separately by the Chairman of the Board of Directors, subject to the approval of the Board of Directors.

Additional Provisions

(Date of enforcement, etc.)

1. These Articles shall go into effect on the date that the establishment of the Center is authorized.

2. Notwithstanding the provisions set forth in clause 2 of Article 17, clauses 1 and 2 of Article 19 and clause 2 of Article 33, the President, Officers and Trustees of the Center at the time of its establishment shall be determined by the founding organization. The terms of office shall be up to ____________ for the President and Officers, notwithstanding the provisions set forth in clause 1 of Article 21, and up to ____________ for the Trustees, notwithstanding the provisions set forth in clause 3 of Article 33.

3. Notwithstanding the provisions set forth in Article 10, the annual business plans and budget for the Center in its first fiscal year shall be as determined by the founding organization.

4. Notwithstanding the provisions set forth in Article 16, the Center's first fiscal year shall begin on the day that the Center's establishment is authorized and shall end on March 31, ____.

5. After January 6, 2001, the words "Prime Minister" in these Articles shall be changed to "Environment Minister."