Established: April 1, 1982
Revised: July 2, 1988

Chapter 1 General Rules
Name
Article 1
This corporation shall be called Incorporated Foundation Matsuyama International Exchange Association (hereafter referred to as the Association.)
Location
Article 2
The Association office is located at Nibancho 4-chome 7-2, Matsuyama City, Ehime Prefecture, Japan

Chapter 2 Purpose and Activities
Purpose
Article 3
To increase interest and understanding in broadening international friendship among the citizens of Matsuyama by raising international awareness and mutual understanding and thus contribute to international goodwill.
Activities
Article 4
To fulfill the purpose mentioned above, the Association will hold the following activities
(1) International cultural events
(2) Youth-centered exchange programs
(3) Goodwill exchange through sister city and friendship city
programs
(4) Instruction and increase in international exchange
(5) Research and information gathering related to international
exchange
(6) Other related activities which further the purpose of the
Association.

Chapter 3 Assets and Accounting
Building Assets
Article 5
The assets of the Association will consist of the following assets.
(1) Those assets listed in the inventory of assets.
(2) Revenues derived from these assets.
(3) Donations
(4) Other revenues
Kinds of Assets
Article 6
The assets of the Association shall be divided between basic assets and investments.
2 Basic assets shall be comprised of the following:
(1) Assets listed in the inventory as basic at the time of
foundation.
(2) Donations which have been designated as basic assets.
(3) Assets which have been designated as basic assets by the
board of directors.
3 Invested assets are those assets not included in the basic
assets.
Restricting the Disposal of Basic Assets
Article 7
Basic assets can not be transferred, exchanged or mortgaged or changed to invested assets. However, if the board of directors decides that it is necessary and, moreover, if the governor of Ehime Prefecture gives approval, a portion may be disbursed or all or perhaps a portion may be mortgaged.
Management of Assets
Article 8
The assets of Association will be managed by the chairperson of the board of directors. The chairperson shall administer the cash included in the basic assets in timed deposits upon the approval of the board of directors.
Payment of Expenditures
Article 9
The expenditures incurred by the Association programs will be disbursed from the invested assets.
Program Planning and Budget
Article 10
The chair of the board of directors shall make a budget proposal for the Association programs to be submitted for approval by the board of directors and sent before the beginning of each fiscal year to the governor of Ehime Prefecture. Any changes to be made must follow the same procedure.
Settlement of Accounts
Article 11
1 The business report, financial report and inventory of assets of the Association shall be prepared by the chairperson through an audit by an auditor and must be presented for approval to the board of directors within 90 days after the end of each fiscal year.
2 In the event there is a surplus in the accounts of the Association, the Board
of Directors shall decide whether to transfer part or the entire amount into basic assets or to carry part or the entire amount into the following year.
Long term Loans
Article 12
In the event the Association wishes to take out a loan (not including short term loans that can be returned within that fiscal year), the decision shall be made by the board of directors and, moreover, approval must also be received from the governor of Ehime Prefecture.
Fiscal Year
Article 13
The fiscal year shall begin each year on April 1 and end March 31 the following year.

Chapter 4
Officers
Article 14
The Association shall have the following officers
(1) Director: more than10 and less than 25 people, one of whom
shall be the President, 2 shall be Vice-presidents and one shall
be Executive Director.
(2) Auditor: 2 people
Election of Officers
Article 15
The board members, Vice-presidents and Auditors shall be decided by the board of directors and appointed by the President
The President, Vice-presidents and Executive Director shall be decided by a vote of the board.
One person may not serve concurrently as a director and auditor.
Officer Duties
Article 16
1 The President shall preside over the administration of the Association and serve as its representative.
2 The Vice-presidents shall assist the President and, in the event of
his/her absence or accident, shall perform the duties of the
President.
3 The Executive Director shall assist the President and Vice- presidents and manage the business of the Association.
4 The Directors form the Board of Directors and carry out the business of the Association.
5 The Auditor shall serve according to Civil Code Article 59.
Term of Office
Article 17
1 The Association officers shall serve a term of two years and shall not be prevented from reelection.
2 In the event that there is a newly elected officer due to the absence or increase of officers, the new officer shall serve out the
remainder of the former officer or the current officers.
3 The officers shall perform their duties until a successor assumes
the office, even after resignation or the term of office has ended.
Dismissal of Officers
Article 18
Under either of the conditions listed below, the President, with the approval of two thirds or more of the Board of Directors and the Board of Trustees, may dismiss an officer.
(1) If the officer is recognized to be incompetent due to mental or
physical reasons.
(2) If the officer behaves inappropriately to the duties of the office.
Renumeration of Officers
Article 19
1 The officers may receive renumeration.
2 Officers may be reimbursed for expenses.

Chapter 5 Board of Directors
Calling a Meeting
Article 20
1 The President shall hold two meetings of the Board of Directors every year. An extraordinary meeting may be called by the President or if one third or more of the directors decides the occasion demands. If the directors request an extraordinary meeting, the meeting must be held within 30 days of making the request.
2 Before a meeting is held, the Directors must be notified in advance
of the date, time, place, purpose and agenda.
Chairperson
Article 21
The chairperson of the Board of Directors shall be the President of the officers.
Quorum required for a Board of Directors Meeting
Article 22
1 A quorum of two thirds of the Board members must be present in order to hold a meeting and to make decisions.
2 If a decision not related to the activities of the Act of Endowment needs to be made, a majority vote is necessary. If there is a tie, the President shall decide.
Voting Rights
Article 23
In the event that a Director can not attend a meeting, the Director can name a proxy. The Director can have the proxy vote on an item that has been announced beforehand. In this case the Director shall be counted as present in the meeting.
Items to be Resolved
Article 24
The Board of Directors shall resolve the items listed below in addition to matters related to the Act of Endowment.
(1) Business planning and budget
(2) Business and financial reports
(3) Other important items.
Minutes of Meetings
Article 25
1 The Board of Directors must keep minutes of the business of the meetings.
2 The minutes shall be prepared by the President. The following
items must be included in the minutes and they must be approved
and signed by two Directors, appointed by the President, who
attended the meeting.
(1) The purpose of the meeting and date and time.
(2) A list of those present and those absent.
(3) The process of discussion and resolutions.
3 The minutes of previous meetings must be kept in the executive
office.

Chapter 6 Trustees and Board of Trustees
Trustees
Article 26
1 The Association shall have 20 or more and 30 or less Trustees.
2 The Trustees shall be appointed by the Board of Trustees.
3 The regulations described in Articles 17 through 19 shall apply to
the Trustees. In this case, where 'officers' appears, read as 'trustees'.
4 A trustee can not serve concurrently as an officer.
Duties of the Trustees
Article 27
The Trustees shall form the Board of Trustees and they will make decisions concerning the Act of Endowment and consider any issues submitte by the President of the Board of Directors.
Board of Trustees
Article 28
1 The Board of Trustees shall meet when the President of the Board of Directors recognizes a need to hold a meeting.
2 The Chairperson of the Board of Trustees shall be decided by a
mutual vote of the Board.
3 The Board of Trustees shall be subject to the regulations
described in Article 20 Clause 2, Article 22 and Article 23. In this
case, where 'Board of Directors' or 'Director' appear, read as '
Board of Trustees' or 'Trustee', respectively.
4 The Board of Directors shall decide matters related to the management and needs of the Board of Trustees.

Chapter 7 Executive Office
Establishment of Office
Article 29
1 An executive office shall be established to manage the business of
the Association.
2 The executive office shall have a chief and office staff appointed
by the President of the Board of Directors.
3 The organization, management and other matters related to the executive office shall be determined by the Board of Directors and decided by the President.
Provisions and Accounts
Article 30
The following documents and accounts must be kept in the executive office of the Association. This does not include those documents and accounts added because of other laws.
(1) The Act of Endowment
(2) List of officers, Trustees, and office staff and their vitae.
(3) All documents related to registration for permission or
recognition.
(4) Documents related to organizational matters of the Endowment.
(5) Record of assets and liabilities
(6) Record of expenses and expenditures and related
documentation
(7) Office record
(8) Record of correspondence with public offices
(9) Other necessary documents and accounts

Chapter 8 Revision of or Dissolving the Act of Endowment Revision of the Act of Endowment
Article 31
The Endowment can not be revised without approval of three fourths or more of the current Board of Directors and the governor of Ehime Prefecture.
Dissolution
Article 32
The Association can be dissolved with the approval of three fourths or more of the current Board of Directors and the governor of Ehime Prefecture.
Disposing of Remaining Assets
Article 33
Any assets of the Association remaining after dissolution shall be donated to a national or local public organization or an incorporated organization of similar purpose to the Association upon the approval of three fourths of the current Board of Directors and the governor of Ehime Prefecture.

Chapter 9 Supplementary Regulations
Authorization
Article 34
Matters not stipulated in the Act of Endowment, matters related to the management of the Association and other necessary matters shall be decided by the President of the Board of Directors.

Additional Regulations
1 This Act of Endowment shall be effective on the day the Minister of Foreign Affairs gives permission to establish the Association.
2 The first directors and auditors upon establishment of the Association shall be as follows. In this case the term of office of these officers, regardless of Article 17, Clause 1, shall end on March 31, 1984.
3 The Trustees at the establishment of the Association, regardless of Article 26 Clause 2, shall be elected by the Board of Directors at the first meeting. The term of those Trustees shall end, regardless of Article 26 Clause 3, on March 31, 1984.
4 The first business year of the Association, regardless of Article 10, begins on the day it was established and ends on March 31, 1983.

This Act of Endowment shall go into effect on the day the governor of Ehime Prefecture gives permissi