Articles of Incorporation

Articles of Incorporation

Japan Community IX Association

DISCLAIMER: This is an unofficial English translation provided for reference purposes only. The Japanese text is the authoritative and controlling version. In the event of any inconsistency between the Japanese and English texts, the Japanese text shall prevail.

Chapter 1: General Provisions

Article 1 (Name) This association shall be named 一般社団法人 Japan Community IX, which shall be rendered in English as “Japan Community IX Association.”

Article 2 (Principal Office) The principal office of the Association shall be located in Shibuya-ku, Tokyo.

Chapter 2: Purpose and Business Activities

Article 3 (Purpose) The Association shall contribute to the development of the Internet, autonomous systems constituting the Internet, and various services utilizing the Internet.

Article 4 (Business Activities) To achieve the purpose set forth in the preceding article, the Association shall conduct the following activities:

  1. Provision of Internet Exchange Services
  2. Technical research and development related to Internet Exchange Services
  3. Community activities related to Internet peering
  4. Telecommunications business
  5. All other activities incidental to the preceding items

Chapter 3: Members

Article 5 (Composition) The Association shall have the following two categories of members, with Full Members constituting the “members” (社員) within the meaning of the Act on General Incorporated Associations and General Incorporated Foundations:

  1. Full Member — An Associate Member who has obtained Board of Directors approval to become a Full Member, agrees with the purpose of the Association, and has a domicile (for individuals) or office (for corporations and other entities) within Japan.
  2. Associate Member — An individual or entity that agrees with the purpose of the Association and has been admitted.

Article 6 (Admission) A person seeking admission as an Associate Member shall apply for membership in the manner separately prescribed by the Board of Directors.

  1. A person referred to in the preceding paragraph shall become an Associate Member upon approval by the Board of Directors.

  2. An Associate Member who satisfies the requirements set forth in Article 5, item 1 may apply to the Board of Directors for reclassification as a Full Member. Such reclassification shall take effect upon approval by the Board of Directors.

Article 7 (Membership Fees) Members shall be obligated to pay an Initiation Fee and Annual Membership Fee, in the amounts separately determined by the General Meeting of Members, to cover costs regularly incurred in the Association’s business activities.

  1. The Association may suspend the rights of a member, including the right to receive services provided by the Association, if such member has not paid the membership fees.

Article 8 (Voluntary Withdrawal) A member may withdraw voluntarily at any time by submitting a withdrawal notice in the form separately prescribed by the Board of Directors.

Article 9 (Expulsion) When a member falls under any of the following, such member may be expelled by resolution of the General Meeting of Members:

  1. Violation of these Articles of Incorporation or other regulations.
  2. An act that damages the reputation of the Association or is contrary to its purposes.
  3. Any other just cause for expulsion.

Article 10 (Loss of Membership) In addition to the cases provided in the preceding two articles, a member shall lose membership status upon falling under any of the following:

  1. Failure to fulfill the payment obligation set forth in Article 7 for one year or more.

  2. Unanimous consent of all members.

  3. Death of the member, or dissolution or bankruptcy of the member.

  4. When a member loses membership status pursuant to the preceding two articles and the preceding paragraph, such member shall lose all rights against the Association and be released from all obligations; provided, however, that unfulfilled obligations shall not be extinguished.

  5. When a member loses membership status pursuant to the preceding two articles and paragraph 1 of this article, the Association shall not refund any money paid or other things provided by such member.

Article 10-2 If a Full Member does not exercise voting rights at an Annual General Meeting (including exercise by proxy; provided, however, that expressing an intention to abstain shall be deemed exercise of voting rights), such Full Member shall be reclassified as an Associate Member.

  1. A person reclassified as an Associate Member pursuant to the preceding paragraph may, following the procedures set forth in Article 6, paragraph 3, be reinstated as a Full Member upon approval by the Board of Directors.

Chapter 4: General Meeting of Members

Article 11 (Composition) The General Meeting of Members shall be composed of all Full Members.

Article 12 (Convocation) The Annual General Meeting shall be held within three months after the close of each Fiscal Year. Extraordinary General Meetings shall be held as necessary.

Article 13 (Convocation Procedures) Unless otherwise provided by law, the General Meeting of Members shall be convened by the Chief Executive Director based on a resolution of the Board of Directors.

  1. Full Members holding one-tenth or more of the total voting rights of all Full Members may request the Chief Executive Director to convene a General Meeting of Members, stating the matters to be discussed and the reasons for convening.

  2. Upon receiving a request pursuant to the preceding paragraph, the Chief Executive Director shall convene a General Meeting of Members to be held within six weeks from the date of such request.

  3. When convening a General Meeting of Members, notice shall be given to all Full Members by written document stating the date, time, venue, purpose, and agenda, at least two weeks prior to the date of the meeting; provided, however, that notice may be given by electronic means with the consent of the Full Members.

Article 14 (Chairperson) The Chief Executive Director shall serve as chairperson of the General Meeting of Members.

Article 15 (Voting Rights) Each Full Member shall have one vote at the General Meeting of Members.

Article 16 (Resolutions) Resolutions of the General Meeting of Members shall be adopted by a majority of the voting rights of Full Members present, unless otherwise provided by law or these Articles of Incorporation.

  1. Notwithstanding the preceding paragraph, the following resolutions shall require a majority of all Full Members and at least two-thirds of the total voting rights of all Full Members:

    1. Expulsion of a member
    2. Dismissal of an Auditor
    3. Amendment of the Articles of Incorporation
    4. Dissolution
    5. Other matters required by law

  2. A Full Member who is unable to attend a General Meeting of Members may delegate the exercise of voting rights to another Full Member acting as proxy.

  3. Full Members shall exercise their voting rights by electronic means.

  4. Notwithstanding the preceding paragraph, a Full Member for whom voting by electronic means is difficult may exercise voting rights by written document.

  5. The method, period, and other matters necessary for the exercise of voting rights shall be separately prescribed by the Board of Directors.

  6. If a Director or member submits a proposal on a matter on the agenda of a General Meeting of Members, and all members express their consent to such proposal in writing or by electronic means, the General Meeting of Members shall be deemed to have resolved to approve such proposal.

Article 17 (Minutes) Minutes of General Meetings of Members shall be prepared by electronic means as required by law.

  1. The chairperson and two individuals selected as minute-signatories at the General Meeting of Members shall take the measures required by Ministry of Justice ordinances in lieu of signing or affixing their seals to the minutes referred to in the preceding paragraph.

Chapter 5: Officers

Article 18 (Officers) The Association shall have the following Officers:

  1. Directors: 3 or more, up to 7

  2. Auditors: 1 or more, up to 3

  3. Among the Directors, one shall serve as Chief Executive Director under the Act on General Incorporated Associations and General Incorporated Foundations, and up to three shall serve as Executive Directors under the same Act.

Article 19 (Election of Officers) Directors and Auditors shall be elected by resolution of the General Meeting of Members from among:

  1. Full Members who are natural persons.

  2. One person nominated by a Full Member that is a corporation or other entity from among persons belonging to such entity.

  3. The Chief Executive Director and Executive Directors shall be appointed from among the Directors by resolution of the Board of Directors.

  4. Auditors may not concurrently serve as Directors or employees of the Association or its subsidiaries.

  5. The total number of Directors consisting of any one Director, their spouse, and relatives within the third degree (including other persons in a special relationship as prescribed by Cabinet Order) shall not exceed one-third of the total number of Directors. The same shall apply to Auditors.

Article 20 (Duties and Authority of Directors) Directors shall constitute the Board of Directors and perform their duties as provided by law and these Articles of Incorporation.

  1. The Chief Executive Director shall represent the Association and execute its business as provided by law and these Articles of Incorporation.

  2. Executive Directors shall assist the Chief Executive Director and share responsibility for executing the Association’s business.

  3. The Chief Executive Director and Executive Directors shall report on the status of their execution of duties to the Board of Directors at least twice per Fiscal Year, at intervals of no more than four months.

Article 21 (Duties and Authority of Auditors) Auditors shall audit the execution of duties by Directors and prepare audit reports as required by law.

  1. Auditors may at any time request reports from Directors and employees regarding the business, and investigate the state of business and assets of the Association.

  2. If an Auditor finds that a Director has committed or is likely to commit an illegal act, or that there is a fact in violation of law or the Articles of Incorporation, or a materially improper fact, the Auditor shall report such finding to the Board of Directors without delay.

Article 22 (Terms of Office) The term of office of Directors shall expire at the close of the Annual General Meeting held in connection with the last Fiscal Year ending within two years of their election. Reappointment shall not be precluded.

  1. The term of office of Auditors shall expire at the close of the Annual General Meeting held in connection with the last Fiscal Year ending within four years of their election. Reappointment shall not be precluded.

  2. The term of office of a Director or Auditor elected to fill a vacancy shall expire at the time the predecessor’s term would have expired.

  3. If the number of Directors or Auditors falls below the minimum required under Article 18 due to expiration of term or resignation, Directors or Auditors who have vacated their positions shall continue to hold rights and obligations as Directors or Auditors until newly elected individuals assume their positions.

Article 23 (Dismissal of Officers) Directors and Auditors may be dismissed by resolution of the General Meeting of Members.

Article 24 (Remuneration) Remuneration and other compensation for Officers shall be determined by resolution of the General Meeting of Members.

Chapter 6: Board of Directors

Article 25 (Composition) The Association shall have a Board of Directors.

  1. The Board of Directors shall be composed of all Directors.

Article 26 (Authority) In addition to matters otherwise provided in these Articles of Incorporation, the Board of Directors shall perform the following duties:

  1. Decisions on the execution of the Association’s business
  2. Supervision of the execution of duties by Directors
  3. Appointment and dismissal of the Chief Executive Director and Executive Directors

Article 27 (Meetings) The Board of Directors shall consist of Regular Board Meetings and Extraordinary Board Meetings.

  1. Regular Board Meetings shall be held twice each year.

  2. Extraordinary Board Meetings shall be held in the following cases:

    1. When the Chief Executive Director deems it necessary.
    2. When a Director other than the Chief Executive Director requests a meeting, stating the purpose and reasons.
    3. When otherwise required by law.

Article 28 (Convocation) The Board of Directors shall be convened by the Chief Executive Director, unless otherwise provided by law.

  1. When the Chief Executive Director is absent or unable to act, each Director shall convene the Board of Directors.

Article 29 (Chairperson) The Chief Executive Director shall serve as chairperson of the Board of Directors. If the Chief Executive Director is absent, another Director shall act in such capacity in the order of precedence separately determined by the Board of Directors.

Article 30 (Resolutions) Resolutions of the Board of Directors shall be adopted by a majority of the Directors present, where a majority of the Directors eligible to vote are present.

  1. Notwithstanding the preceding paragraph, when the requirements of Article 96 of the Act on General Incorporated Associations and General Incorporated Foundations (omission of Board of Directors resolution) are met, a resolution shall be deemed to have been adopted by the Board of Directors.

Article 31 (Minutes) Minutes of meetings of the Board of Directors shall be prepared in electronic form as required by law.

  1. The Chief Executive Director and Auditors present shall take the measures required by Ministry of Justice ordinances in lieu of signing or affixing their seals to the minutes referred to in the preceding paragraph.

Chapter 7: Assets and Accounting

Article 32 (Fiscal Year) The Fiscal Year of the Association shall commence on April 1 of each year and end on March 31 of the following year.

Article 33 (Business Plan and Budget) The Chief Executive Director shall prepare a business plan and budget for each Fiscal Year no later than the day preceding the commencement of such Fiscal Year, obtain approval from the Board of Directors, and report to the General Meeting of Members. The same shall apply to any revisions thereof.

  1. Notwithstanding the preceding paragraph, if a budget cannot be established due to unavoidable circumstances, the Association may, pursuant to a resolution of the Board of Directors, receive income and make expenditures in conformity with the budget of the preceding year until the budget is established.

  2. Income and expenditures pursuant to the preceding paragraph shall be deemed to constitute income and expenditures under the newly established budget.

  3. The documents referred to in paragraph 1 shall be kept at the principal office and made available for public inspection until the end of the applicable Fiscal Year.

Article 34 (Business Report and Financial Statements) Following the close of each Fiscal Year, the Chief Executive Director shall prepare the following documents, have them audited by the Auditors, obtain approval from the Board of Directors, and submit them to the Annual General Meeting. Documents listed in item 1 shall be reported to the meeting; documents listed in items 3 and 4 shall require approval:

  1. Business Report

  2. Supplementary schedules to the Business Report

  3. Balance Sheet

  4. Statement of Activities (Statement of Changes in Net Assets)

  5. Supplementary schedules to the Balance Sheet and Statement of Activities

  6. The documents referred to in the preceding paragraph shall be publicly announced without delay after the conclusion of the applicable Annual General Meeting, in the manner prescribed by law.

  7. In addition to the documents listed in paragraph 1, the following documents shall be kept at the principal office for five years and made available for inspection by members and creditors. The Articles of Incorporation and the membership register shall be kept at the principal office and made available for inspection by members:

    1. Audit Report
    2. List of Directors and Auditors

Article 35 (Surplus) The Association shall not distribute surplus.

Chapter 8: Amendment of Articles of Incorporation and Dissolution

Article 36 (Amendment) These Articles of Incorporation may be amended by resolution of the General Meeting of Members.

Article 37 (Dissolution) The Association shall be dissolved by resolution of the General Meeting of Members or upon the occurrence of any other cause prescribed by law.

Article 38 (Distribution of Remaining Assets) Any remaining assets held by the Association upon liquidation shall be donated to corporations listed in Article 5, item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, by resolution of the General Meeting of Members.

Chapter 9: Method of Public Notice

Article 39 (Method of Public Notice) Public notices of the Association shall be made by means of Electronic Public Notice.

Chapter 10: Miscellaneous Provisions

Article 40 (Delegation) Matters necessary for the operation of the Association other than those prescribed in these Articles of Incorporation shall be separately prescribed by the Chief Executive Director by resolution of the Board of Directors.

  1. Matters not provided for in these Articles of Incorporation shall be governed by the Act on General Incorporated Associations and General Incorporated Foundations and other applicable laws and regulations.

Article 41 (Governing Law and Jurisdiction) The governing law of these Articles of Incorporation shall be the laws of Japan.

  1. With respect to disputes between the Association and its members, the Tokyo District Court shall be the court of exclusive jurisdiction by agreement for the court of first instance.

Supplementary Provisions

The URL used by the Association for Electronic Public Notice shall be as follows: https://jcix.net/announcement

These amendments to the Articles of Incorporation shall take effect on June 1, 2026.