By-Laws of
Non-Profit Organisation FOREVER GREEN


Chapter 1 General Provision

Article 1
Name
The name of the organisation will be NPO `FOREVER GREEN`.

Article 2
Office
The Headquarters of FOREVER GREEN shall be:
1-33-5-203 Kameido, Koto-ku, Tokyo.


Article 3
Objectives
The organisation aims to actively promote renewable energy, including wind and solar@power generation for the community so as to reduce damage caused by global@warming. With cooperation between members, the organisation also aims for contributions towards social development through activities relating to education, culture, welfare and agriculture.

Article 4
Field of Activities
The organisation, in order to achieve the objectives mentioned in the preceding Article, will carry out the following activities:
(1) Promotion of social education
(2) Conservation of environment
(3) Revitalisation of hometowns
(4) Protection of human rights and / or peace
(5) Promotion of International cooperation

Article 5
Projects
The organisation, in order to achieve the objectives mentioned in the Article 3, will carry out the following voluntary activities:
(1) Participation in school education, international meetings, etc as well as conduct research on creating a welfare society
(2) Education and promotion of renewable energy, including wind and solar power generation so as to reduce damage caused by global warming
(3) Conservation and management of forests which absorb CO2
(4) Improvement of fallow fields and wastelands for their effective use, including production of safe livestock feeds
(5) Support of dairy farmers in receiving trainees from abroad
(6) Other necessary projects to achieve the objectives of the said organisation
2. The organisation shall run the following projects for profit:
(1) Publications
(2) Sell commodities
(3) Contract business, including provide dairy farmers with farmland, as well as agriculture, forestry, engineering works, etc
(4) Provide companies with temporary workers
(5) Instruct enterprise management
3. The projects mentioned in the preceding paragraph shall be carried out on condition that they do not hinder the projects mentioned in the paragraph 1, and estimated profits shall be appropriated for the projects mentioned in the paragraph 1.


Chapter 2 Membership

Article 6
Composition of Memberships
The organisation enrols the following 2 types of members, and regular members join the staff.
(1) Regular members Individuals and organisations who support the objectives of the said organisation and become a member
(2) Supporting members individuals and organisations who support the objectives of the said organisation and furnish funds as a collaborator

Article 7
Enrolment
A required application form with admission and membership fees is necessary to apply to President for admission.
2. President, when receiving an application according to the preceding Article, must admit him/ her/ it unless having justifiable reason.
3. President, when not admitting him/her/it, must promptly inform himself/ herself/ itself with papers giving reason.

Article 8
Admission/ Membership Fees
Any member must pay given admission and membership fees at general meeting.

Article 9
Loss of Membership Qualification
In the event any one of the following items applies to any member, he/she will lose his/her membership qualification.
(1) When he/she has submitted a notice of withdrawal
(2) When he/she has died, been adjudged to be missing or his/her organization has dissolved
(3) When he/she has been in arrears with membership fees for more than one successive year.
(4) When he/she has been expelled.

Article 10
Withdrawal
Upon submission of a notice of withdrawal, any member may withdraw at will.

Article 11
Expulsion
In the event any one of the following items applies to any member, he/she shall be expelled in accordance with decision at general meeting.
(1) When he/she has violated these By-Laws
(2) When he/she has affected the honour of the organisation, or has acted against its objectives
2. In the event of expulsion according to the preceding paragraph, any concerned member shall be given an opportunity to explain before deciding.

Article 12
Contributed Money/Goods, not Refundable
Contributed admission/membership fees and other money or goods shall not be refundable.


Chapter 3 Board of Directors

Article 13
Composition and Number
The organisation shall have the following directors.
(1) Directors ? 3 or more, up to 13
(2) Auditors ? 1 or more, up to 3
2. 1 President and 1Vice President shall be elected from amongst the directors.

Article 14
Election, etc
Directors and auditors shall be elected during the general meeting.
2. Directors shall elect a President and a Vice President by mutual vote.
3. The Board of Directors must have no more than one director who is an elected directorfs spouse or relative within the third degree, or must include no more than one third of the total number of directors who is an elected directorfs spouse or relative within the third degree and the director concerned.
4. Any member applicable to any item of the 20th Article of the Constitution shall not be able to become a director of the organisation.
5. Auditors shall not hold the position of director or staff member of the organisation.

Article 15
Duties
President shall represent the organisation and preside its operations.
2. Vice President shall assist President and act for him/her in the absence or vacancy.
3. Directors shall constitute the board of directors, and carry out the operations according to the provisions of the By-Laws as well as the board of directorsf decisions.
4. Auditors shall carry out the following operations:
(1) Inspecting implementation situation of the board of directors
(2) Auditing financial situation of the organisation
(3) Upon inspection according to the provisions of the preceding item, in case of any injustice regarding operations or finances of the organisation, or any serious breach of the law or the By-Laws being found out, auditors are required to inform such matter to the general meeting or to the authorities concerned
(4) When necessary, convening general meeting to inform such matter
(5) Advising the board of directors on its implementation situation and/or financial situation of the organisation

Article 16
Terms
The Board of Directors shall serve for two years, however may be re-nominated and selected.
2. Any director elected to fill a vacancy or to increase a number shall serve for the rest of the term of his/her predecessor/incumbent director.
3. Any director, even after his/her resignation or expiration of term, shall perform all his/her duties until his/her successor is found.

Article 17
Vacancy
Should the position of more than one third of directors or auditors be vacant, such vacancy shall be filled without delay.

Article 18
Dismissal
In the event any one of the following items applies to any member of the Board of Directors, he/she shall be dismissed from the position, in accordance with decision at general meeting.
(1) When he/she has a health trouble and is unable to perform his/her duties
(2) When he/she has violated his/her duties, or has acted inappropriately as a member of the Board of Directors
2. In the event of dismissal according to the preceding paragraph, any concerned member must be given an opportunity to explain before deciding.

Article 19
Rewards
Any members of the Board of Directors, within the one third of the total number, may be awarded
2. Any member of the Board of Directors may be paid for expenditures needed to carry out his/her duties.
3. Necessary matters concerning the preceding paragraphs shall be set by President upon decision at general meeting.


Chapter 4 Meetings

Article 20
Classification
The organisation shall have two sorts of meetings, i.e. general meetings and Board of Directors Meetings.
2. General meetings shall include ordinary general meetings and extraordinary general meetings.

Article 21
Composition
General meetings shall consist of regular members.

Article 22
Powers of General Meetings
Following matters shall be decided at general meetings.
(1) Amendments to the By-Laws
(2) Dissolution/union
(3) Project reports and accounts of balance
(4) Election/dismissal, duties or rewards
(5) Amount of admission and membership fees
(6) Loans (except short-term loans which are to be redeemed with the income received until the end of the financial year, also applying to the Article 47), other new liabilities or abandonment of rights
(7) Structure/management of the office
(8) Other important matters regarding management

Article 23
Holding of General Meetings
Ordinary general meetings will be held annually.
2. Extraordinary general meetings will be held on the following occasions:
(1) When the Board of Directors calls for a general meeting as needed
(2) When more than 1/5 of regular members call for a general meeting with purposes of such meeting in writing
(3) When any auditor calls for a general meeting according to the provisions of the Article 15, paragraph 4, item 4

Article 24
Arrangement of General Meetings
President shall call for general meetings except such occasions described in the preceding Article, paragraph 2, item 3.
2. President shall call for an extraordinary meeting within 30 days upon demand in accordance with the provisions of the preceding Article, paragraph 2, items 1 and 2.
3. Dates, places, time and purposes of meetings, as well as matters to be discussed shall be notified in writing at least 7 days prior to the date of the meeting.

Article 25
Chairperson of General Meetings
Chairperson of each meeting shall be elected from regular members present.

Article 26
Quorum
More than 1/3 of regular members shall constitute a quorum for the sake of duly constituting a meeting.

Article 27
Decisions
Matters to be decided at general meetings shall be the advance noticed matters according to the provisions of the Article 24, paragraph 3.
2. Any other matters to be decided, other than such matters according to the provisions of the By-Laws, shall be decided by the majority of the regular members present. In the event of drawn votes chairperson shall make a decision.

Article 28
Votes at General Meetings
Each regular member shall have an equal vote.
2. All regular members, unable to attend a general meeting, may make a decision on any advance noticed matter in writing or entrust the vote to any other regular member as his/her proxy.
3. Any regular member, who made a decision according to the provisions of the preceding paragraph, shall be considered to have attended any general meeting as long as the preceding two Articles are concerned.
4. Any regular member, who has a special interest in any matter, shall vote on no such matter.

Article 29
Minutes of General Meetings
Minutes of proceedings of all general meetings shall be made, which consist of the following matters:
(1) Dates and places
(2) Total number of regular members and attendance, including any members who made a decision in writing or entrust the vote to any other regular member as his/her proxy.
(3) Matters to be decided
(4) Summary of proceedings and outcomes of decisions
(5) Matters relating to the election of minutes signers
2. Two minutes signers, elected by chairperson at general meeting, shall sign minutes.

Article 30
Construction of the Board of Directors Meetings
The Board of Directors shall consist of directors.

Article 31
Powers of the Board of Directors Meetings
The Board of Directors shall decide the following items other than items as provided by these By-Laws:
(1) Matters to be decided at general meetings
(2) Matters relating to implementation of matters decided at general meetings
(3) Other matters relating to implementation of duties not needed to be decided at general meetings

Article 32
Holding of the Board of Directors Meetings
The Board of Directors will meet on the following occasions:
(1) When President calls for meetings as needed
(2) When more than 1/3 of directors call for meetings with purposes of such meetings in writing

Article 33
Arrangement of the Board of Directors Meetings
President shall call for the Board of Directors Meetings.
2. President shall call for a meeting within 15 days upon demand in accordance with the provisions of the preceding Article, item 2.
3. Dates, places, time and purposes of meetings, as well as matters to be discussed shall be notified in writing at least 7 days prior to the date of the meeting

Article 34
Chairperson of the Board of Directors Meetings
President shall chair the Board of Directors Meetings.

Article 35
Decisions
Matters to be decided at the Board of Directors Meetings shall be the advance noticed matters according to the provisions of the Article 33, paragraph 3.
2. Matters to be decided shall be by the majority of the directors present. In the event of drawn votes chairperson shall make a decision.

Article 36
Votes at the Board of Directors Meetings
Each director shall have an equal vote.
2. Any director, unable to attend a Board of Directors Meeting, may make a decision on any advance noticed matter in writing.
3. Any director, who made a decision according to the provisions of the preceding paragraph, shall be considered to have attended any Board of Directors meeting as long as the preceding and the following Articles are concerned.
4. Any director, who has a special interest in any matter, shall vote on no such matter.

Article 37
Minutes of the Board of Directors Meetings
Minutes of proceedings of all Board of Directors meetings shall be made, which consist of the following matters:
(1) Dates and places
(2) Total number of regular members and attendance, including any members who made a decision in writing or entrust the vote to any other regular member as his/her proxy.
(3) Matters to be decided
(4) Summary of proceedings and outcomes of decisions
(5) Matters relating to the election of minutes signers
2. Two minutes signers, elected by chairperson at general meeting, shall sign minutes.



Chapter 5 Assets

Article 38
Composition
Assets of the organisation shall consist of the following items.
(1) Assets made an entry in the list of property when established
(2) Admission and membership fees
(3) Contribution
(4) Income made by property
(5) Income made by projects
(6) Other income

Article 39
Classification
Assets of the organisation shall be divided into two, i.e. assets relating to projects involved in the voluntary activities and assets relating to projects for profit.

Article 40
Management of Assets
Assets of the organisation shall be managed by President, and the President shall set the method upon decision at general meeting.



Chapter 6 Accounts

Article 41
Principles for Accounts
Financial and accounting system of the organisation shall be maintained according to each item of the 27th Article of the Constitution.

Article 42
Classification of Accounts
Accounts of the organisation shall be divided as follows:
(1) Account of projects involved in the voluntary activities
(2) Account of projects for profit

Article 43
Financial year
The financial year of the organisation will run from September 1st through August 31st of the following year.

Article 44
Project Schemes and Budget
President shall make project schemes and relating budget every financial year, and give a report to general meeting after going through decision at Board of Directors Meeting.

Article 45
Provisional Budgets
In the event of that any budget falls through due to unavoidable circumstances, President upon decision at Board of Directors Meeting, may collect and disburse following the budget for the preceding financial year until budget is approved.
2. Such collection and disbursement described in the preceding paragraph, shall be regarded as newly approved budget.

Article 46
Reserve Funds
In order to appropriate for disbursement beyond or out of the budget, reserve funds may be included within budgets.
2. When using reserve funds, decision at Board of Directors Meeting shall be gone through.

Article 47
Supplement and Revision of Budgets
In the event of unavoidable circumstances, any approved budget, upon decision at Board of Directors Meeting, may be supplemented or revised.

Article 48
Reports on Projects and Final Accounts
At the beginning of each financial year, President promptly shall make documents relating to final accounts of the organisation, e.g. project reports, lists of property, balance sheets and statements of accounts, etc, and Auditor(s) shall audit such documents, which then shall be gone through decision at general meeting
2. Any balance shall be carried to the following financial year.

Article 49
Temporary Measurements
In the event of loan or any other new charge, as well as abandonment of rights other than approved budget, decision at general meeting shall be gone through.



Chapter 7 Amendments to the By-Laws, Dissolution and Merger

Article 50
Amendments to the By-Laws
Amendments to the By-Laws will require 3/4 vote of the voting regular members present at general meeting, as well as shall be approved by the authorities concerned, except trivial items described in the item 3 of the 25th Article of the Constitution.

Article 51
Dissolution
The organisation will be dissolved in the event of the following causes:
(1) Decision at general meeting
(2) Incompetence to achieve projects relating to aimed voluntary activities
(3) Lack of regular members
(4) Merger
(5) Bankruptcy
(6) Revocation of establishment approval by the authorities concerned
2. In the event of dissolution of the said organisation according to the preceding paragraph, item 1, 3/4 vote of the voting regular members shall be required.
3. In the event of dissolution according to the paragraph 1, item 2, approval by the authorities concerned shall be required.

Article 52
Liquidator
In the event of dissolution of the organisation, directors shall be liquidator. However, dissolution due to the merger shall be excluded.

Article 53
Surplus
In the event of dissolution, excluding dissolution due to the merger or bankruptcy, the residual assets of the organisation will be turned over to one or more public corporations with similar objectives to the said organisation.

Article 54
Merger
In the event of merger, 3/4 vote of the voting regular members as well as approval by the authorities concerned shall be required.



Chapter 8 Means of Public Announcements

Article 55
Means of Public Announcements
Any public announcement of the organisation will be put up on the notice board at the said organisation, as well as through official gazette.



Chapter 9 Secretariat

Article 56
Secretariat
In order to do office work, the secretariat of the organisation shall be set up.
2. The secretariat shall have a head official and other necessary office workers.

Article 57
Appoint and Dismiss of Officials
President shall have the power to appoint and dismiss of head official and office workers.

Article 58
Structure and Administration
Upon decision at general meeting, President shall set necessary items relating to structure and administration.



Chapter 10 Miscellaneous Rules

Article 59
Detailed Rules
Upon decision at Board of Directors Meeting, President shall set any necessary detailed rules for the enforcement of the By-Laws.
FOREVER GREEN info@npo-fg.org
1-33-5-203 Kameido, Koto-ku, Tokyo, Japan
Copyright 2002 FOREVER GREEN All Rights Reserved.