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JAPAN AUTO RECYCLING PARTNERSHIP - JARP - LOGO Japan Auto Recycling Partnership

HOME Articles of Incorporation

articles of incorporation

Chapter 1 General Provisions

(Name) Article 1.
Article 1 The name of this organization shall be Japan Auto Recycling Partnership(English name: Japan Auto Recycling Partnership).

(Article 2 (Purpose)
Article 2 The purpose of the Organization is to jointly implement take-back and recycling, etc. of end-of-life vehicles as required by automobile manufacturers, etc., as well as to jointly implement take-back and recycling, etc. of end-of-life vehicles as required by automobile manufacturers, etc., in accordance with the "Law Concerning Recycling, etc. of End-of-Life Vehicles".

(Article 3.)
In order to achieve the purpose of the preceding Article, the Organization shall engage in the following businesses.

(1) Operations required for the take-back and destruction of CFCs, etc., as entrusted by automobile manufacturers, etc.
(2) Operations required for the pickup and recycling of airbags, etc., as entrusted by automobile manufacturers, etc.
(3) Operations required for the pickup and recycling of ASRs, etc., as entrusted by automobile manufacturers, etc.
(4) Operations related to the joint collection of lithium-ion batteries, based on the consignment of automobile manufacturers, etc.
(5) Operations necessary for the collection and recycling of vehicles other than those stipulated in the "Law Concerning the Recycling of End-of-Life Vehicles" as entrusted by automobile manufacturers, etc.
(6) All operations incidental or related to the above items.
(7) Any other operations necessary to achieve the purposes of the Organization.

(Article 4.)
The principal office of the Corporation shall be located in Minato-ku, Tokyo.

(Method of Public Notice)
Public notices of the Corporation shall be given electronically .

If electronic public notice is not possible due to an accident or other unavoidable circumstances, public notice shall be made by publication in the official gazette.

(Article 6 (Attribution of Residual Assets)
Article 6. The disposition of the residual assets of the Corporation after dissolution shall be decided by a resolution of the General Meeting of Members.

Chapter 2 Foundation

(Article 7.)
The total amount of the Foundation (including the Replacement Fund) of the Corporation shall be 32,500,000 yen.

(Provisions Concerning Rights of Contributors to the Foundation)
The Foundation shall not be returned until dissolution, unless otherwise resolved at the annual general meeting of members .

(Article 9.)
The total amount of the Fund to be returned shall be resolved at the Ordinary General Meeting of Members, and the Directors shall decide on specific matters concerning the return of the Fund.

Chapter 3 Membership

(Members of the Corporation)
Article 10 The Corporation shall have the following members
(1) Regular Members: Persons who agree with the purposes of the Corporation and join the Corporation (hereinafter referred to as "Members").
(2) Special Members: Those who have joined the Corporation in order to participate in the lithium-ion battery joint collection project, etc. conducted by the Corporation, and who are members of Japan Automobile Manufacturers Association (JAMA) and Japan Automobile Importers Association (JAIA).
(3) Associate members: Those who have joined the Association to participate in the joint lithium-ion battery recovery business, etc. conducted by the Association and do not fall under the preceding item.2 Of the members listed in each item of the preceding paragraph, regular members shall be members under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "General Corporation Act").

(Article 11.)
A person wishing to become a member must submit to the corporation an application for membership as separately determined by the corporation. 2.
2. Upon receiving an application for membership, the corporation shall admit the applicant as a member upon approval of the Board of Directors, in accordance with the screening criteria specified separately. 3.
3. if the Board of Directors of the corporation approves the application for membership in accordance with the preceding paragraph, the corporation shall notify the applicant of such approval.

(Article 12.)
Members shall bear the operating expenses, admission fee, membership fee, and other expenses or contributions to the corporation in accordance with the regulations separately stipulated . However, the appropriation of earnings from profit-making businesses to cover expenses shall not be precluded. 2.
The operating expenses, admission fee, membership fee, and other expenses or contributions already paid shall not be refunded for any reason.

(Article 13 (Resignation, etc.)
A member may voluntarily withdraw from membership at any time by submitting to the Organization a notice of withdrawal as separately determined by the Organization. 2.
A member shall be disqualified from membership if he/she falls into any of the following cases
(1) When a member withdraws from membership in accordance with the preceding paragraph.
(2) The member fails to fulfill the payment obligation stipulated in the main clause of Article 1 for six months or more without justifiable reason after a demand for payment.
(3) When all members agree to the membership.
(4) When a member is dissolved or a petition is filed for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, private liquidation proceedings, or other similar proceedings
(5) When a member is expelled in accordance with the following paragraph

When a special member or an associate member falls under any of the following items, such member may be expelled by a resolution of the Board of Directors. In this case, the member shall be notified of the expulsion at least one week prior to the date of the Board of Directors meeting, and shall be given an opportunity for explanation at the meeting.
(1) When the member has violated the articles of incorporation or other regulations of the corporation or a resolution of the general meeting of members
(2) The member has committed an act that is detrimental to the reputation or contrary to the purposes of the Organization.
(3) When there are other justifiable reasons for expulsion.

(Rights and Obligations after Loss of Membership) Article 14.
Article 14 When a member loses his/her membership pursuant to the preceding Article, he/she shall lose his/her rights as a member and shall be discharged from his/her obligations to the corporation. As for members, they shall lose their status as members under the General Corporation Law. However, any unfulfilled obligations shall not be discharged. 2.
The corporation shall not refund any operating expenses, admission fee, membership fee, or other expenses or contributions already paid, even if a member loses his/her status as a member.

(Addresses and Names of Members at the Time of Incorporation)
The names and addresses of the members at the time of incorporation shall be as follows
(1 Toyota-cho, Toyota City, Aichi Prefecture, Japan
(1, Toyota-cho, Toyota City, Aichi Prefecture (Name) Toyota Motor Corporation
(2 Takaramachi, Kanagawa-ku, Yokohama City, Kanagawa Prefecture
(2 Takaracho, Kanagawa-ku, Yokohama City, Kanagawa Prefecture (Name) Nissan Motor Co.
(1-1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo
(1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo (Name) Honda Motor Co.

Chapter 4 General Meeting of Members

(Article 16 (General Meeting of Members)
Article 16. The General Meeting of Members shall be composed of the members. 2.
An Ordinary General Meeting of Members shall be held in June of each year, and extraordinary General Meetings of Members shall be held as necessary.

(Article 17.)
Article 17. General meetings of members shall be convened by the Representative Director. 2.
In order to convene a General Meeting of Members, notice thereof shall be given to each member at least one week prior to the date of the meeting.

(Article 18.)
The Chairman of the General Meeting of Members shall be the Representative Director.
In the absence or disability of the Representative Director, another Director shall take his/her place.

(Article 19.)
Article 19 Unless otherwise provided by law or the Articles of Incorporation, resolutions of the General Meeting of Members shall be adopted by a majority of the votes of the members present at the meeting.

(Article 20 (Voting Rights)
Each member shall have one (1) vote .

(Article 21.)
Article 21. Minutes of the proceedings of the General Meeting of Members shall be prepared, in which the outline of the proceedings and the results thereof shall be recorded, and the Chairman and the Directors present at the meeting shall affix their names and seals thereto.

Chapter 5 Officers and Accounting Auditors

(Article 22 (Number of Members)
Article 22 The Organization shall have no more than four (4) directors and one (1) auditor, and shall have an accounting auditor.

(Article 23 (Qualifications)
Article 23 Directors and Auditors shall be elected at the General Meeting of Members from among the officers and employees of the corporation as a member. However, when necessary, they may be elected from among persons other than those mentioned above.

(Term of Office) Article 24.
The term of office of Directors shall expire at the conclusion of the Ordinary General Meeting of Members relating to the last fiscal year within one year after their assumption of office, and the term of office of Auditors shall expire at the conclusion of the Ordinary General Meeting of Members relating to the last fiscal year within four years after their assumption of office .
The term of office of a Director elected to fill the vacancy of a Director who retires before the expiration of his/her term or to increase the number of Directors shall be the same as the remaining term of office of his/her predecessor or other Directors in office. 3.
The term of office of an auditor appointed to fill the vacancy of an auditor who retired before the expiration of his/her term shall be the same as the remaining term of office of his/her predecessor.
The term of office of an accounting auditor shall expire at the conclusion of the ordinary general meeting of members relating to the last fiscal year within one year after its election. However, if no other resolution is passed at such annual general meeting of members, the accounting auditor shall be deemed to have been reappointed.

(Election of Directors and Accounting Auditors)
Article 25. Directors, Auditors and Accounting Auditors shall be elected by a resolution of the General Meeting of Members. 2.
The Representative Director and the Executive Director shall be selected from among the Directors by a resolution of the Board of Directors.

Article 26 (Duties and Authority of Directors)
The Directors shall constitute the Board of Directors and shall perform their duties as provided by law and these Articles of Incorporation. 2.
The Representative Director shall represent the corporation and execute its business as provided by law and these Articles of Incorporation. The Executive Directors shall share in the execution of the business of the corporation as separately determined by the Board of Directors. 3.
3. The Representative Director and the Executive Director shall report to the Board of Directors on the status of the execution of their duties at least twice each fiscal year at intervals of not less than four months.
In addition to the preceding three paragraphs, the duties and authority of the Directors shall be as separately stipulated in the Rules of Authority.

(Duties and Authority of Auditors)
1. The Auditors shall audit the execution of duties by the Directors and prepare an audit report as required by law.
2. The Auditors may, at any time, request reports on the business of the Directors and employees, and investigate the state of the business and assets of the Organization.
3. In addition to the preceding two paragraphs, the duties and authority of the Auditors shall be separately stipulated in the Rules of Authority.

(Duties and Authority of Accounting Auditor)
Article 28 The Accounting Auditor shall audit the balance sheet, profit and loss statement, their supplementary schedules, and the statement of cash flows of the corporation, and shall prepare an accounting audit report as required by law.
(2) The accounting auditor may, at any time, inspect and copy the following items or request reports on accounting from the directors and employees
(1) When accounting books or related materials are prepared in writing, such written documents
(2) If the accounting books or related materials are prepared in the form of electromagnetic records, a representation of the matters recorded in such electromagnetic records in the manner prescribed by laws and regulations.

(Article 29 (Remuneration)
Article 29 Remuneration for Directors and Auditors shall be determined by a resolution of the General Meeting of Members. 2.
Remuneration for the Accounting Auditor shall be determined by the Board of Directors with the consent of the Auditors.

Chapter 6 Board of Directors

(Article 30 (Composition)
The Directors shall constitute the Board of Directors and, except as otherwise provided by law or the Articles of Incorporation, a majority of the Directors shall decide the business of the corporation.
Notice of a meeting of the Board of Directors shall be given to each Director at least three (3) days prior to the date of the meeting. However, this period may be shortened in case of emergency.

(Article 31 (Authority)
The Board of Directors shall have the following duties
(1) Decide on the execution of the business of the Corporation
(2) Supervise the execution of the duties of the Directors
(3) Select and dismiss the Representative Director and the Executive Director

(Article 32 (Resolutions)
1. resolutions of the Board of Directors shall be adopted by a majority of the votes of a majority of the Directors present, excluding Directors who have a special interest in the resolution.
(2) When the requirements of Article 96 of the General Incorporated Associations/Foundations Act as applied mutatis mutandis pursuant to Article 197 of the same Act are met, the resolution of the Board of Directors shall be deemed to have been adopted notwithstanding the provisions of the preceding paragraph.

(Article 33.)
Article 33 Minutes of the proceedings of the Board of Directors shall be prepared as provided by law. 2.
The Directors and Auditors present at the meeting shall sign or affix their names and seals to the minutes as set forth in the preceding paragraph.

(Rules of the Board of Directors) Article 34.
Article 34. Matters concerning the Board of Directors shall be governed by the Rules of the Board of Directors established by the Board of Directors, in addition to those provided by laws and regulations or this Articles of Incorporation.

Chapter 7 Liability of Officers for Damages

Article 35 (Reduction of Liability of Officers and Accounting Auditor)
Article 35 Pursuant to Article 113, Paragraph 1 of the General Incorporated Associations/Foundations Act as applied mutatis mutandis pursuant to Article 198 of the same Act, the Corporation may, by a resolution of not less than half of all Members and not less than two-thirds of the votes of all Members, reduce the liability of the Directors and Accounting Auditor for damages under Article 111, Paragraph 1 of the same Act as applied mutatis mutandis pursuant to Article 198 of the same Act, The maximum amount of liability shall be the amount obtained by deducting the amount set forth in Article 113, Paragraph 1, Item 2 of the same law (hereinafter referred to as the "minimum liability amount") from the amount of liability for damages. 2. The corporation may exempt the general incorporated associations from liability for damages under Article 113, Paragraph 1 of the General Incorporated Associations Act up to the amount obtained by deducting the amount listed in Article 113, Paragraph 1, Item 2 of the same act (hereinafter referred to as "minimum liability amount") from the liability amount.
2. Pursuant to Article 114, Paragraph 1 of the General Incorporated Associations/Foundations Act as applied mutatis mutandis pursuant to Article 198 of the same Act, the corporation may, by resolution of the Board of Directors, exempt directors and accounting auditors from liability for damages under Article 111, Paragraph 1 of the same Act as applied mutatis mutandis pursuant to Article 198 of the same Act, up to the amount obtained by deducting the minimum liability amount from the amount of liability. 3. The Representative Director may exempt the directors and accounting auditors from liability for damages under Article 111, Paragraph 1 of the Company Law as applied mutatis mutandis pursuant to Article 198 of the said Law.
3. When the Representative Director passes the resolution set forth in the preceding paragraph, he/she shall give notice to the members in accordance with Article 114, Paragraph 3 of the General Incorporated Associations/Foundations Act as applied mutatis mutandis pursuant to Article 198 of the same Act.
4. Pursuant to Article 115, Paragraph 1 of the General Incorporated Associations/Foundations Act as applied mutatis mutandis pursuant to Article 198 of the same Act, the corporation may enter into an agreement with the non-executive directors, etc. to limit their liability for damages under Article 111, Paragraph 1 of the same Act as applied mutatis mutandis pursuant to Article 198 of the same Act if the requirements specified by law are met, The Board of Directors may, by its resolution, enter into an agreement limiting liability for damages in cases where the requirements stipulated in laws and regulations are met. However, the maximum amount of liability based on such contract shall be the minimum liability limit stipulated by laws and regulations.

Chapter 8 Calculation

(Article 36.)
Article 36. The fiscal year of the corporation shall begin on April 1 of each year and end on March 31 of the following year.