Chapter 1 General Provisions

Article 1.(Name of This Organization)
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 carry out the collection and recycling of end-of-life vehicles that are supposed to be performed by the automobile manufacturers in accordance with the Act on Recycling of End-of-Life Automobiles, as well as to jointly implement the collection and recycling of end-of-life vehicles as required by automobile manufacturers.

Article 3.(Businesses)
Article 3. In order to achieve the purpose of the preceding article, the organization conducts the following businesses.

(1)Operations necessary for the collection and destruction of fluorocarbons based on the consignment from automobile manufacturers and others.
(2)Operations necessary for the collection and recycling of airbags based on the consignment from automobile manufacturers and others.
(3)Operations necessary for the collection and recycling of Automotive Shredder Residue ("ASR") based on the consignment from automobile manufacturers and others.
(4)Operations related to the joint collection of lithium-ion batteries based on the consignment from automobile manufacturers and others.
(5)Operations necessary for the collection and recycling of vehicles not specified in the Act on Recycling of End-of-Life Automobiles based on consignment from automobile manufacturers and others.
(6) All business activities pertaining to the preceding provisions paragraphs.
(7) Other operations necessary to achieve the purposes of this organization

Article 4. (Office)
Article 4. The principal office of the organization is located in Minato-ku, Tokyo.

Article 5. (Method of Public Notice)
Public notices of this organization shall be made by electronic public notice. Article 5.

2. In case of accidents or other unavoidable reasons where electronic notice cannot be made, public notice shall be made by publication in the official gazette.

Article 6. (Attribution of Residual Assets)
Article 6. The disposal of residual assets after the dissolution of this organization shall be determined by a resolution of the general meeting of members.

Chapter 2 Fund

Article 7. (Total Amount of the Fund) The total amount of the funds (including alternative funds) of this organization shall be 32,500,000 Japanease Yen.

Article 8.(Provisions Concerning Rights of Contributors to the Fund)
The fund shall not be returned until dissolution, unless otherwise resolved at the ordinary general meeting of members.

Article 9.(Return of the Fund)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

Article 10 (Members of the Organization)
Article 10 The organization shall have the following members.
(1) Regular Members: Those who have joined in agreement with the purpose of this organization (hereinafter referred to as 'Members')
(2) Special Members: Those who have joined this organization in order to participate in the lithium-ion battery joint collection business and other activities conducted by this organization, and who are members of Japan Automobile Manufacturers Association (JAMA) and Japan Automobile Importers Association (JAIA).
(3) Associate members: Those who have joined to participate in joint lithium-ion battery collection business and other activities conducted by this organization and do not fall under the preceding Paragraph.
2. Among the members listed in each preceding paragraphs, 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.(Membership)
Those wishing to become a member must submit to this organization an application for membership as separately determined by this organiation.
2. Upon receiving an application for membership, this organization shall approve the applicant as a member subject to the approval of the Board of Directors, in accordance with the screening criteria specified separately.
3. If the Board of Directors of the organization approves the application for membership in accordance with the preceding paragraph, this organization shall notify the member of such approval.

Article 12.(Bearing of Expenses)
Article 12.  Members shall bear the operating expenses, admission fee, membership fee, and other expenses or contributions to this organization in accordance with the provisions 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 (Withdrwal, etc.)
Article 13. 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 has withdrawed from membership in accordance with the preceding paragraph.
(2) A member fails to fulfill the payment obligation stipulated in the main body of Paragraph 1 of preceding provision for six months or more without due reasons, despite reminders.
(3) When all members have agreed.
(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

3. When a special member or an associate member falls under any of the following cases, 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 there is a violation of the articles of incorporation, other regulations, or resolutions 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.

Article 14. (Rights and Obligations after Loss of Membership) 
Article 14 When a member loses the membership pursuant to the preceding article, the member shall lose the rights as a member towards this organization and shall be relived of the obligations to the organization. As for the members, they will also lose their status as members under the General Corporation Law. However, the members cannnot be exempted from any unfulfilled obligations.
2. The organization shall not refund any operating expenses, admission fee, membership fee, or other expenses or contributions already paid, even if the members lose their status as a member.

Article 15. (Addresses and Names of Members at the Time of Incorporation)
Article 15. The names and addresses of the members at the time of incorporation shall be as follows
(Adress) 1 Toyota-cho, Toyota-shi, Aichi , Japan
(Name) Toyota Motor Corporation
(Adress) 2 Takaramachi, Kanagawa-ku, Yokohama-shi, Kanagawa,Japan
(Name) Nissan Motor Co., Ltd.
(Adress) 2-1-1, Minami-Aoyama, Minato-ku, Tokyo,Japan
(Name) Honda Motor Co., Ltd.

Chapter 4  General Meeting of Members

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

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

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

Article 19. (Method of Resolutions)
Article 19 Unless otherwise provided by law or the Articles of Incorporation, resolutions of the General Meeting of Members shall be made 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 20.

Article 21.(Minutes)
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.The minutes must be signed and sealed by the Chairman and the Directors present at the meeting.

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 organization as a member. However, when necessary, they may be elected from among persons other than those mentioned above.

Article 24. (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 .
 2. 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.
4. 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 made at such annual general meeting of members, the accounting auditor shall be deemed to have been reappointed.

Article 25. (Election of Officers 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)
Article 26. The Directors shall constitute the Board of Directors and shall perform their duties as provided by law and this Articles of Incorporation.
2. The Representative Director shall represent the organization and execute its duties as provided by law and this Articles of Incorporation. The Executive Directors shall jointly execute duties as specifically defined in the resolutions of the Board of Directors.
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 exceeding four months.
4. 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.

Article 28. (Duties and Authority of Accounting Auditor)
Article 28 The Accounting Auditor shall audit the balance sheet, profit and loss statement, the supplementary schedules, and the statement of cash flows of the organization, and shall prepare an accounting audit report as required by law.
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 electronic records, the content recorded by such electronic records must be displayed in a manner prescribed by law.

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)
Article 30. 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)
Article 31. Board of Directors shall have the following duties
(1) Decide on the execution of the business of the organization
(2) Supervise the execution of the duties of the Directors
(3) Select and dismiss the Representative Director and the Executive Director

Article 32. (Resolutions)
Resolutions of the Board of Directors shall be made with the attendance of more than half of the Directors who do not have as a special interest in the resolution, and are passed by a majority of those present.
(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.(Minutes)
Article 33 Minutes of the proceedings of the Board of Directors shall be prepared as provided by law. 
(2)The minutes must be signed and sealed by the Directors and Auditors present at the meeting in accordance with the preceding paragraph.

Article 34.(Rules of the Board of Directors)
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. 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 organization 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. 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 organizationmay, 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. When the Representative Director makes the resolution set forth in the preceding paragraph, the Representative Director 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 organization 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. (Fiscal Year)
Article 36. Article 36. The fiscal year of the organization shall begin on April 1 of each year and end on March 31 of the following year.