Act of Endowment, Chapter 3 Officers and Board of Directors

(Officers)

5 The Corporate Body shall have the following Directors.

(1) Directors: 9

(2) Supervisor-Auditors: 2

5.2 One of the Directors shall be elected as the Chairperson of the Board of Directors by a vote of the majority of the Directors. The same procedure shall be followed when dismissing the Chairperson of the Board of Directors.

5.3 Two of the Directors (except for the Chairperson of the Board of Directors) shall be elected as Vice Chairpersons of the Board of Directors by a vote of the majority of the Directors. The same procedure shall be followed when dismissing the Vice Chairpersons of the Board of Directors.

(Election of Directors)

6 Directors shall be the following:

(1) The Head of School of Christian Academy in Japan

(2) 7 people elected by the Board of Councilors from among the Councilors

(3) 1 person elected by the Board of Directors who is experienced in education (except for the Head of School or a Councilor)

6.2 The Director in Item (1) and Item (2) of the preceding paragraph will lose their Director position when he/she resigns from the Head of School position or the Councilor's position. (SY19-20:27 BoC; SY19-20:87 BoD)

(Election of Auditors)

7 The Chairperson of the Board of Directors shall, with the approval of the Board of Councilors, elect Supervisor-Auditors from candidates elected by the Board of Directors. Supervisor- Auditors cannot be Directors, staff members (including the Head of School, teaching staff and other staff members; the same holds below) or Councilors of the Corporate Body or a spouse of Officers or a relative within a third degree of relationship. (SY19-20:27 BoC; SY19-20:87 BoD)

7.2 In electing Supervisor-Auditors, each person's independence must be assured, and only those who are able to effectively avoid conflict of interest should be elected. (SY19-20:27 BoC; SY19-20:87 BoD)

(Restrictions on Family Relationships, Etc.)

8 The Directors of the Corporate Body shall be selected so that each Director is related to or in a special relationship with no more than one other Director.

8.2 The Supervisor-Auditors of the Corporate Body shall not be 1) Directors of the Corporate Body (including relatives of or in a special relationship with Directors of the Corporate Body), or 2) Councilors of the Corporate Body (including relatives of or in a special relationship with Councilors of the Corporate Body), or 3) staff members. (SY19-20:27 BoC; SY19-20:87 BoD)

8.3 The Supervisor-Auditors of the Corporate Body shall not be related to or in a special relationship with each other.

(Term of Directors)

9 The term of a Director (except for Directors noted in Article 6, Paragraph 1, Item 1; the same applies for the rest of this article) shall be two years, starting on July 1 and ending on June 30 two years later.

9.2 Directors may be reelected.

9.3 Officers shall continue to perform their duties even after the expiration of their designated term, until replacement Officers are elected (including duties of the Chairperson of the Board of Directors or of the Vice Chairpersons of the Board of Directors). (SY19-20:27 BoC; SY19-20:87 BoD)

9.4 The term of replacement Officers can be the remaining term of the predecessor Officer. (SY19-20:27 BoC; SY19-20:87 BoD)

(Replacement of Directors)

10 When more than one fifth of the Director or Supervisor-Auditor positions are vacant, they must be replaced within one month.

(Dismissal and Resignation of Directors)

11 When one of the following items applies to a Director, the Director may be dismissed by a vote of three-fourths or more of the total number of Directors at a meeting of the Board of Directors where three-fourths or more of the total number of Directors are present and by a vote of the Board of Councilors. In this case, the Director must be provided with an opportunity to plead before a vote is made by the Board of Directors and Board of Councilors.

(1) Material breach of the provisions of the law or this Act of Endowment.

(2) Inability to perform his or her duties due to an impediment of mind or body.

(3) Material breach of official responsibilities.

(4) Serious misconduct inappropriate for a Director.

11.2 Directors will leave office for the following reasons.

(1) Completion of term

(2) Resignation

(3) Death (SY19-20:27 BoC; SY19-20:87 BoD)

(4) When the matters addressed by Article 38, Paragraph 8, Item 1 or Item 2 of the Private School Law apply. (SY19-20:27 BoC; SY19-20:87 BoD)

(Remuneration of Directors)

12 Regarding remuneration of Officers: all Officers serve on a voluntary basis without remuneration. (SY19-20:27 BoC; SY19-20:87 BoD)

12.2 Directors may be compensated for expenses incurred in executing their duties.

(Duties of the Chairperson of the Board of Directors)

13 The Chairperson of the Board of Directors shall represent the Corporate Body and generally manage its affairs.

(Duties of the Vice Chairpersons of the Board of Directors)

14 The Vice Chairpersons of the Board of Directors shall assist the the Chairperson of the Board of Directors and divide among themselves responsibility for the affairs of the Corporate Body.

(Restrictions on the Representative Rights of Directors)

15 Directors other than the Chairperson of the Board of Directors shall not represent the Corporate Body in regards to its affairs.

(Proxy for the Duties of the Chairperson of the Board of Directors, etc.)

16 If the Chairperson of the Board of Directors is incapacitated, or the position is vacant, the Vice Chairpersons of the Board of Directors, in accordance with the precedence previously determined by a meeting of the Board of Directors, shall perform the duties of the Chairperson of the Board of Directors as a proxy, or shall perform those duties directly.

(Duties of the Supervisor-Auditors)

17 The Supervisor-Auditors shall perform the following duties.

(1) Conduct supervisory audit of the affairs of the Corporate Body.

(2) Conduct supervisory audit of the state of the Corporate Body's assets.

(3) Conduct a supervisory audit of the state of Directors' performance of duties.(SY19-20:27 BoC; SY19-20:87 BoD)

(4) In regards to the affairs of the Corporate Body or the state of its assets or the state of Directors' performance of duties, create an audit report each fiscal year, and submit this report to the Board of Directors and the Board of Councilors no more than two months after the end of the fiscal year. (SY19-20:27 BoC; SY19-20:87 BoD)

(5) If, as a result of the supervisory audit as per the provisions of Item 1 through Item 3, misconduct in regards to the affairs or assets of the Corporate Body or the state of Directors' performance of their duties, or a violation of the law or this Act of Endowment is discovered, report this to the Governor of Tokyo, or to the Board of Directors and Board of Councilors. (SY19-20:27 BoC; SY19-20:87 BoD)

(6) If necessary to make the report in the preceding item, request the Chairperson of the Board of Directors to call a meeting of the Board of Councilors and the Board of Directors. (SY19-20:27 BoC; SY19-20:87 BoD)

(7) In regards to the affairs of the Corporate Body or the state of its assets or the state of Directors' performance of duties, attend the Board of Directors meeting and state their opinion. (SY19-20:27 BoC; SY19-20:87 BoD)

17.2 In the case that a call to hold a meeting of the Board of Directors or the Board of Councilors is not made within 5 days of the request in the preceding item 6 was made, whose call is meant to hold a meeting of the Board of Directors or the Board of Councilors within 2 weeks since the request was made, the Supervisor-Auditor who has made the request is authorized to call a meeting of the Board of Directors or the Board of Councilors. (SY19-20:27 BoC; SY19-20:87 BoD)

17.3 In the case that a Director exceeds the parameters of this Corporate Body, or is in violation of the law or this Act of Endowment, or seems in danger of violating the preceding such that the Corporate Body is likely to take significant losses, a Supervisor-Auditor is authorized to ask to the Director in question cease from such action. (SY19-20:27 BoC; SY19-20:87 BoD)

(Board of Directors)

18 The Corporate Body shall have a Board of Directors comprised of Directors.

18.2 The Board of Directors shall determine the affairs of the Corporate Body, and supervise the execution of the Directors' duties.

18.3 The Chairperson of the Board of Directors shall call a meeting of the Board of Directors at least twice a year, and in each of the following cases, convene an extraordinary meeting of the Board of Directors. (SY19-20:27 BoC; SY19-20:87 BoD)

(1) If deemed necessary by the Chairperson of the Board of Directors

(2) If requested by two-thirds or more of the total number of Directors to call a meeting of the Board of Directors to discuss a matter, the Chairperson of the Board of Directors must call a meeting no more than seven days after the request was made.

(3) If requested by a Supervisor-Auditor to call a meeting in accordance with the provisions of the previous Article, Item 6. (SY19-20:27 BoC; SY19-20:87 BoD)

18.4 To call a meeting of the Board of Directors, each Director must be notified in writing about the place, date, and time of the meeting, and the matters that should be discussed at the meeting.

18.5 The notification in the preceding paragraph must be made at least seven days before the meeting. However, this shall not apply if urgency is required.

18.6 The meeting of the Board of Directors shall have a Chair, and the Chairperson of the Board of Directors shall be assigned to this.

18.7 If the Chairperson of the Board of Directors does not call a meeting as per the provisions of Paragraph 3, Item 2, all Directors who requested the meeting may jointly call a meeting of the Board of Directors. (SY19-20:27 BoC; SY19-20:87 BoD)

18.8 In the case that a meeting of the Board of Directors is called as per the previous Article, Paragraph 2 or the previous Paragraph, the Chair in this type of Board of Directors meeting shall be elected by a mutual vote among the Directors present. (SY19-20:27 BoC; SY19-20:87 BoD)

18.9 Unless otherwise provided for in this Act of Endowment, the Board of Directors cannot convene a meeting and conduct votes unless a majority of the Directors are present. However, this shall not apply when a majority is not present due to the provisions for exclusion in Paragraph 12. (SY19-20:27 BoC; SY19-20:87 BoD)

18.10 In the case of the preceding paragraph, Directors who have in advance submitted their opinions in writing on the Board of Directors meeting agenda items shall be considered present. (SY19-20:27 BoC; SY19-20:87 BoD)

18.11 Unless otherwise provided for by law and in this Act of Endowment, votes of the Board of Directors shall be made by majority of the Directors present at the meeting. In case of a tie, the Chair shall decide. (SY19-20:27 BoC; SY19-20:87 BoD)

18.12 Directors who have a special interest in an agenda item to be decided upon at a Board of Directors meeting cannot participate in the decision on that agenda item. (SY19-20:27 BoC; SY19-20:87 BoD)

(Entrusting of Business Affair Decisions)

19 Decisions which have been specified beforehand by the Board of Directors may be entrusted to Directors designated by the Board of Directors, except for the following: decisions regarding items which, as provided for by law and in this Act of Endowment, must be discussed by the Board of Councilors, and decisions regarding other important items which relate to the affairs of the Corporate Body.

(Meeting Minutes)

20 The Chair must prepare minutes regarding the place, date, and time of the Board of Directors meeting, the votes and other items.

20.2 The minutes must be signed by the Chair and two or more Directors elected by a mutual vote from among the Directors present, and the minutes must always be kept at the office. (SY19-20:27 BoC; SY19-20:87 BoD)

20.3 Regarding decisions where a conflict of interest exists, each Director's opinion must be written in the minutes. (SY19-20:27 BoC; SY19-20:87 BoD)

SY19-20 amendments approved by the Governor of Tokyo, May 14, 2020

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