Chapter 1.  General Rules

(Name)
Article 1.  This association is named “特定非営利活動法人アニマルライツセンター”, or “Animal Rights Center Japan” in English.

(Office)
Article 2.  The main office is located in Shibuya-ku, Tokyo.

(Purpose)
Article 3.  The Association advocates for the animals’ rights to live, promotes the elimination of unethical killings, abuses and abandonment by humans, works together with and mutually supporting those making such efforts, acts toward peaceful coexistence of humans and animals, thereby contributing to the promotion of the benefits of the entire society.

(Types of non-profit activities)
Article 4.  To achieve the purpose of the preceding Article, the Association will conduct the following types of non-profit activities.

1. Activities to conserve the environment
2. Activities to promote social education

(Types of work involved in non-profit activities)
Article 5.  The Association carries out the following specific work related to the activities of the preceding Article.

1. Investigations, proposals, and support projects to protect the survival rights and the habitat of wildlife
2. Work, discussions, and support projects that reveal and question the actual situations of unethical animal killing, animal abuse, animal abandonment, animal experimentation that can be called animal abuse, and also the rearing situations of some livestock kept with little consideration of the habits and physiology of the animals, and show the entire society the need for diverse values
3. Promotion and proposal work related to development and sales system creation for products that the consumers can choose and purchase, and vegan foods that consider the preservation of animals and the ecosystem
4. Public relations work to achieve purpose in Article 3

(Matters concerning profitable work and other profitable work)
Article 6.

1. To achieve the purpose in Article 3, the Association will conduct the following profitable work.

(1) Administrative agency work
(2) Data entry and editorial work using personal computers
(3) Sales of goods

2. The revenue generated from the profitable work must be allocated to work related to the specific non-profit activities conducted by the Association.

Chapter 2.  Members

(Types and classification of members)
Article 7.  The members of the Association are of the following three types, and regular members are to be employees under the Act on Promotion of Specified Non-Profit Activities.

1. Regular Members:  Individuals who joined in agreement with the purpose of the Association.

(1) General Regular Members (Full members other than the Student Members and Support Members below)
(2) Student Members (Students from 16 years of age to graduate students, with the same rights as General Regular Members)
(3) Support Regular Members (Have the same rights as General Regular Members, but can receive activity newsletters for free)

2. Supporting Members:  Individuals and groups who have joined to support the Association’s work.

(1) General Supporting Member (Supporting Members other than Student Supporting Members, Family Supporting Members, “Support” Supporting Members, and Corporate Members below)
(2) Student Supporting Member (Students from 16 years of age to graduate students, with the same rights as General Supporting Members)
(3) Family Supporting Members (Supporting Members as family units, with the same rights as General Supporting Members)
(4) “Support” Supporting Members (Have the same rights as General Supporting Members, but can receive activity newsletters for free)
(5) Corporate Members (Corporate-level Supporting Members with the same rights as General Supporting Members, but receive activity newsletters for free)

3. Lite Members:  Individuals who joined in agreement with the purpose of the Association. (Have the same rights as General Support Members)

(Joining)
Article 8.  

1. There are no specific conditions for joining the Association as Regular Members, Supporting Members, and Lite Members.
2. Those who intend to become regular members of the Association shall submit admission application forms specified below to the Chief Director.
3. The Chief Director shall accept the admission when the applicant in the preceding Article agrees with the purpose of the Association set forth in Article 3, unless there is a justifiable reason,  and shall notify the applicant.
4. The Chief Director must, when not accepting admission to a person under the preceding paragraph, promptly notify the person in writing with a reason.

(Membership fees)
Article 9.

1. Members must pay an annual fee once a year.
2. The amount of each annual fee shall be set in the General Assembly.

(Member withdrawal and loss of qualification)
Article 10.

1. A member who intends to withdraw from the Association may submit a withdrawal notification to the Chief Director, and may freely withdraw from the membership.
2. When a member falls under one of the following items, it can be regarded as withdrawn following resolution by the Board of Directors.

(1) When the member dies or is sentenced for disappearance
(2) When the corporation or group breaks up or goes bankrupt
(3) When the member fails to pay the dues for over one year

(Expulsion)
Article 11.

1. If a member falls under one of the following items, the member may be removed based on the majority vote of the regular members who attend the General Assembly.

(1) When the Association’s Bylaw or rule is violated
(2) When the prestige of the Association is damaged or the member acts against the purpose of the Association

2. If a member is to be expelled pursuant to the provisions of the preceding paragraph, the member must be notified in advance and given an opportunity to explain before voting.

(Non-return of contribution)
Article 12.  The Association will not refund dues and other contributions already paid by the members.

Chapter 3.  Officers and Advisors

(Type and number)
Article 13.

1. The Association holds the following officers.

(1) Directors: 5 or more and 15 or less
(2) Auditor: 1 or more and 3 or less

2. Of the Directors, one shall be the Chief Director, and 2 shall be Deputy Directors.
3. The Board of Directors may have one Managing Director.

(Election etc)
Article 14.

1. Directors and auditors shall be elected from among regular members at the General Assembly.
2. The Chief Director, Deputy Directors and the Managing Director shall be determined by mutual election of directors at the Board of Directors.
3. Among the officers, for each officer, no more than one of the spouse or relatives within 3rd degree must be included, nor must an officer and the spouse and relatives within 3rd degree be included to go beyond ⅓ of the total number of officers.
4. The auditor can not be a director or an employee of the association.

(Duty)
Article 15.

1. The Directors constitute the Board of Directors and execute their duties based on the decisions of the General Assembly and the Board of Directors.
2. The Chief Director represents the Association and oversees its work.
3. The Deputy Directors shall assist the Chief Director in managing the duties and, if the Chief Director is involved in an accident or if the Chief Director is absent, shall substitute for those duties in the order predetermined by the Board of Directors.
4. The Managing Director shall handle the management of the Association based on the decisions of the Board of Directors.
5. Auditors shall carry out the following duties.

(1) Monitor the work execution of the Directors
(2) Monitor the condition of the Association’s properties
(3) If, as a result of the audit in accordance with the provisions of the preceding 2 items, it is found that there is an unfair act or serious facts in violation of the laws or these Bylaws regarding the Association’s work or properties, report to the General Assembly or  the authority of the jurisdiction
(4) If necessary in order to make a report as in the preceding paragraph, call for the General Assembly
(5) Provide opinions to the Directors on the status of the Directors’ work execution or the status of the Association’s properties, or request a meeting of the Board of Directors.

(Terms)
Article 16.

1. The term of the officers shall be 2 years. However, reappointment is not prevented.
2. The term of officers appointed by substitution or increase in personnel shall be the term of the predecessor or other incumbent regardless of the provisions of the preceding paragraph.
3. If resignation or the expiration of the term results in not meeting the minimum number of officers specified in Article 13 paragraph 1, the officer must perform his/her duties until the successor takes office.

(Dismissal)
Article 17. When an officer falls under one of the following items, that officer may be dismissed by a majority vote of the regular members present at the General Assembly. In this case, that officer must be given an opportunity to explain before the decision.

(1) When it is recognized that the execution of duties cannot be withstood due to physical or mental breakdown
(2) When it is recognized that there is a work violation on duty or other inappropriate act as an officer.

(Remuneration etc)
Article 18.

1. Remuneration for officers shall be determined by the General Assembly, but the number of officers receiving remuneration shall be less than 1/3 of all officers.
2. Officers can be compensated for expenditures.

(Advisers)
Article 19.

1. A maximum of 5 advisers can be placed in the Association.
2. The advisers are to be delegated by the Chief Director from among academic experts or persons who have made significant effort for the Association, by recommendation of the Board of Directors.
3. The advisers are to respond to the Chief Director’s advice regarding the operation of the Association, or give opinions to the Chief Director.
4. The provisions of Article 16 paragraph 1 shall apply mutatis mutandis to advisors.

Chapter 4.  General Assembly

(Type)
Article 20. The General Assembly of the Association shall be of two types: General Assembly and Extraordinary General Assembly.

(Constitution)
Article 21. The General Assembly shall consist of full members.

(Authority)
Article 22. The General Assembly shall decide on the following matters concerning the operation of the Association:

(1) Approval and change of work plan and budget
(2) Approval of business report and balance sheet
(3) Appointment and dismissal of officers, duties, and compensation
(4) Removal of members
(5) Amount of annual fee
(6) Decision and change of the Bylaws
(7) Merger
(8) Dissolution
(9) Disposal of residual property in case of dissolution
(10) Debts (except for short-term debts to be returned with income within the fiscal year)
(11) Other matters decided by the Board of Directors as matters to be submitted to the General Assembly.

(Convocation)
Article 23.

1. The General Meeting shall be held once a year.
2. An extraordinary general meeting is held when one of the following items applies:

(1) In case an auditor is convened by the provision of Article 15, Paragraph 4
(2) When the Board of Directors recognizes it as necessary and requests a meeting
(3) When more than 1/5 of the regular members indicate an item warranting a meeting and make a request.

(Meeting)
Article 24.

1. Except in the case of the preceding Article paragraph 2 item 2, the General Assembly is convened by the Chief Director.
2. When convening a general meeting, a notice of convocation must be sent at least one week prior to the opening date using a written or electronic method, facsimile, or other means indicating the date and time, location, purpose, and contents of the meeting.
3. When a request is made under the provision of the preceding Article paragraph 2 item (3), the Chief Director shall promptly convene the general meeting. If the Chief Director does not call for a meeting within one month from the time of this request despite the request, the person who made the request (or in the case of the preceding Article paragraph 2 items 2 or 3, the representative of those who made the request) can call a meeting.

(Chairperson)
Article 25. The chairperson of the General Assembly shall be elected from among the regular members present.

(Quorum)
Article 26. The General Assembly can not vote without the presence of more than half of the regular members.

(Vote)
Article 27.

1. The proceedings of the General Assembly shall be, in addition to the matters separately specified in these Bylaws, decided by the majority of the regular members who attended, or by the chair if divided equally between for and against.
2. At the General Assembly, only matters notified in advance by the provisions of Article 24 paragraph 2 may be voted on. However, in case a matter requires urgency and is agreed by 2/3 or more of the regular members who attended, this limit does not apply.
3. A regular member who has a special interest in matters to be voted upon can not exercise the vote on such matters.
4. When a director or regular member proposes a matter relevant to the purpose of the General Assembly, if all regular members have indicated their intention to consent in writing, it shall be deemed that the General Assembly resolved to pass the proposal.

(Right to vote, etc)
Article 28.

1. The voting rights of each regular member shall be equal.
2. A regular member who can not attend the General Assembly may exercise the voting right by deciding on matters notified in advance, in writing, by an electromagnetic method, by facsimile, or by other means. Alternatively, the vote may be delegated to another regular member.
3. Regular members who exercise the voting right under the provisions of paragraph 2 shall be deemed to have attended under the provisions of Article 26 and paragraph 1 of the preceding Article.
4. With regard to the decision of the General Assembly, a regular member who has a special interest can not participate in the decision of the proceedings.

(Minutes)
Article 29.

1. For the proceedings of the General Assembly, the minutes of the meeting shall be prepared.

(1) Date, time, and location
(2) The number of regular members and the number of attendees (If there are written voters or proxy voters, add those numbers)
(3) Matters to be discussed
(4) Summary of the progress of the proceedings and results of decisions
(5) Matters concerning the appointment of the signatories for the minutes

2. The chairperson shall prepare minutes for the proceedings of the General Assembly, and two or more signatories of the General Assembly who have been appointed by the General Assembly from among the Chair and the attended must sign and save this.
3. Regardless of the provisions of the preceding two paragraphs, if all General Members have indicated their intention to consent in writing, and it is deemed that a resolution of the General Assembly has been made, the minutes should be prepared stating the following matters:

(1) Contents of matters deemed to have had the General Assembly for
(2) Name or title of person who suggested the matter of the preceding item
(3) Date deemed to have had the resolution by the General Assembly and the total number of regular members
(4) Name of the person who performed duties involving the creation of the minutes.

Chapter 5.  Board of Directors

(Constitution)
Article 30.

1. The Board of Directors shall be constituted by the Directors.
2. Auditors can attend the board meetings and express their opinions.

(Authority)
Article 31. The Board of Directors shall vote on the following matters in addition to those specified in these Bylaws.

(1) Work plan and income and expenditure budget
(2) Organization and operation of the secretariat
(3) Matters to be discussed at the General Assembly
(4) Other matters concerning the operation.

(Meeting)
Article 32. The Board of Directors shall meet when one of the following items applies.

(1) When the Chief Director or the Managing Director finds it necessary
(2) When a request for a meeting is made by the Chief Director or 1/3 or more of all the Directors with a document describing matters that are the purpose of the meeting
(3) When there is a request for convocation from an Auditor in accordance with the provisions of Article 15, paragraph 5, item 4.

(Convocation)
Article 33.

1. The board meeting shall be convened by the Chief Director or the Managing Director.
2. The Chief Director must convene the board meeting within 14 days from the day when a request is made pursuant to the provision of preceding Article item 2.
3. When convening a board meeting, a notice of convocation shall be sent at least 5 days in advance by written or electronic method, facsimile or other means describing the date, place, purpose, and matters of the meeting. However, if there is an urgent need to convene, agreement by the majority of the Directors may be obtained to shorten this period.

(Chairperson)
Article 34. The chairperson of the Board of Directors is the person mutually elected by the Directors.

(Quorum)
Article 35. The Board of Directors can not vote without the presence of the majority of Directors.

(Vote)
Article 36.

1. The matters at the board meetings shall be, in addition to those specified in these Bylaws, decided by the majority of the total number of Directors, or by the chair if equally divided between for and against.
2. At the board meeting, only matters notified in advance by the provisions of Article 33 paragraph 3 may be voted on. However, this is not the case if the matter is urgent and there is an agreement of more than 2/3 of all the Directors.
3. Directors who have special interests in matters to be voted upon can not exercise the voting right on such matters.

(Written voting, etc)
Article 37.

1. The Chief Director or the Managing Director may, for simple matters or matters requiring urgency, replace the vote for a board meeting by showing the approval or disapproval of the Director by written or electromagnetic method, facsimile or other means.
2. Directors who do not attend the board meeting may exercise the right to vote on matters notified in advance, in writing, by electromagnetic means, by facsimile, or by other means.
3. Directors who exercise the voting right under the provisions of paragraph 2 shall be deemed to have attended under the provisions of Article 35 and paragraph 1 of the preceding Article.

(Minutes)
Article 38. The Chair prepares minutes of the proceedings and results of the board meetings, and two signatories appointed by the board from among the Chair and the Directors in attendance shall sign and they must be saved.

Chapter 6.  Assets and Accounting

(Asset configuration)
Article 39. The assets of the Association shall consist of the following.

(1) Assets listed in the property list at the time of establishment
(2) Membership fee
(3) Donations
(4) Revenue from business
(5) Income from assets
(6) Other income

(Management of assets)
Article 40.  The assets of the Association are managed by the Chief Director, and the management method is by the resolution of the Board of Directors.

(Classification of assets)
Article 41. The assets of the Association shall be divided into two types: assets related to work associated with the specified non-profit activities and assets related to profitable work.

(Payment of expenses)
Article 42. The expenses of the Association will be covered by the assets.

(Classification of accounting)
Article 43. The accounting of the Association shall be divided into two types: accounting for work related to specified non-profit activities and accounting for profitable work.

(Fiscal year)
Article 44. The fiscal year of the Association begins on April 1 and ends on March 31 of the following year.

(Work plan and income and expenditure budget)
Article 45.

1. The Association’s work plan and the related budget shall be prepared by the Chief Director and must be approved by the Board of Directors.
2. The work plan and budget approved by the Board in accordance with the preceding paragraph shall be reported to the general meeting within the fiscal year and must receive approval.
3. Changes in the work plan or the budget can be made through the resolution of the General Assembly.

(Provisional budget)
Article 46.

1. Notwithstanding the preceding Article, if the budget can not be established due to unavoidable reasons, the Chief Director may, after approval by the Board of Directors, earn or spend according to the budget of the previous fiscal year until the day the budget is established.
2. The income/expenditure in the preceding paragraph shall be regarded as the income/expenditure of the newly established budget.

(Setting and use of reserve funds)
Article 47.

1. Via over budgeting, to be used for out-of-budget spending, the reserve funds may be allocated during budgeting.
2. When using the reserve, it must be via approval of the Board of Directors.

(Business report and fiscal closing)
Article 48.

1. The Association’s documents concerning the settlement of accounts including business report, property catalogues, loan balance sheet, and income/expenditure balance sheet, etc, shall be prepared without delay by the Chief Director after the end of the fiscal year, pass an audit of the Auditor and approval of the Board of Directors, and must obtain the approval of the ordinary general meeting after the end of the relevant fiscal year.
2. The business report, property catalogue, loan balance sheet and income/expenditure balance sheet that passed the approval in the preceding paragraph must be submitted to the Association’s jurisdiction authority within 3 months after the end of the fiscal year with the list of officers of the previous fiscal year, the list of those who received compensation in the previous year, and the list of names of at least 10 of the employees.

(Disposal of surplus)
Article 49. When a surplus exists after the Association’s fiscal closing, it shall be carried forward to the next business year.

Chapter 7. Bylaws Changes and Dissolution, etc

(Amendment to the Bylaws)
Article 50.

1. When attempting to change the Bylaws, after having passed a majority vote by regular members attending the General Assembly, and excluding minor matters prescribed in Article 25 paragraph 3 of the Specified Non-Profit Activity Promotion Act, an approval must be obtained from the jurisdiction authority.
2. If changes are made to the Bylaws related to minor matters described in the preceding paragraph, it must be promptly notified to the jurisdiction authority to that effect.

(Dissolution)
Article 51.

1. The Association shall be dissolved for the following reasons.

(1) Resolution of the General Assembly
(2) Inability to succeed in the work for the purpose of the specified non-profit activity
(3) Lack of regular members
(4) Merger
(5) Bankruptcy
(6) Cancellation of authorization by the jurisdiction authority.

2. In the case of dissolution under the provision of item (1) of the preceding paragraph, the General Assembly shall obtain approval of at least 3/4 of the total number of regular members.
3. If being dissolved under the provision of paragraph 1 item (2), approval of the jurisdiction authority must be obtained.
4. When this organization is dissolved, the Directors will be the liquidators.

(Assignee of residual property)
Article 52. The remaining property held by the Association at the time of dissolution shall be donated to a specified non-profit organization, corporation, or foundation decided on by a majority of regular members present at the General Assembly.

(Method of public notice)
Article 53. The public notice of the Association shall be posted within the administration of the Association and also published in the official gazette. However, the public announcement of the balance sheet prescribed in Article 28 paragraph 2 item 1 of the Act shall be made on the website of this organization.

Chapter 8.  Miscellaneous Rules

(Committee)
Article 54.

1. The Association may establish a committee following a resolution by the Board of Directors in order to ensure smooth implementation of its work.
2. The committee investigates, researches, or carries out a business concerning matters of its purpose.
3. The organization of the committee and matters necessary for the operation shall be separately specified by the Chief Director following approval by the Board of Directors.

(Secretariat)
Article 55.

1. The Association will set up a Secretariat to handle office work.
2. The Secretariat shall hold the Secretariat Director and and the necessary staff.
3. The Secretariat Director will be commissioned by the Chief Director with the consent of the Board of Directors, and the staff will be appointed by the Secretariat Director. The Managing Director may concurrently serve as the Secretariat Director.
4. Necessary matters concerning the organization and operation of the Secretariat shall be separately decided by the Chief Director following approval by the Board of Directors.

(Details of implementation)
Article 56. With regard to the implementation of the Bylaws, the necessary bylaws shall be separately specified by the Chief Director following approval by the Board of Directors.

(Appendix)

1. The Bylaws shall come into force as of the day the Association is established as an organization.
2. The amount of the annual membership fee at the time of establishment of the Association shall be the amount listed below, regardless of the provisions of Article 9.

(1) Regular Member

① General Regular Member 12,000 yen
② Student Member                6,000 yen
③ Support Regular Member 36,000 yen

(2) Supporting Member

① General Support Member 12,000 yen
② Student Support Member   6,000 yen
③ Family Support Member     6,000 yen
④ “Support” Supporting Member 36,000 yen
⑤ Corporate Members                 36,000 yen

3. Officers at the time of the establishment of the Association shall be as follows regardless of the provisions of Article 14 paragraph 1. Their terms shall be from the date of establishment up to May 20, 2000, regardless of the provisions of Article 16 paragraph 1.

Chief Director    Susumu Kawaguchi
Deputy Director Hitomi Sasaki
Deputy Director Miki Fujimoto
Director             Satoshi Oyama
Director             Miyuki Sato
Director             Atsuko Takahashi
Auditor              Kumiko Kubota

4. The business year following the establishment of the Association shall be from the date of establishment up to March 31, 2000, regardless of the provisions of Article 44.
5. The business plan and budget for the first business year following the establishment of the Association shall be as determined by the General Assembly, regardless of the provisions of Article 45, paragraph 1.