Articles of Incorporation

Chapter 1: General Provisions

(Name)
Article 1 This corporation shall be named the Specified Nonprofit Corporation Michinoku Coastal Trail Association.
2 The English name of this corporation shall be “Michinoku Coastal Trail Association,” and its abbreviation shall be “MCTA.”
(Headquarters)
Article 2 This corporation shall maintain its principal office in Natori City, Miyagi Prefecture.

Chapter 2: Purpose and Activities

(Purpose)
Article 3 This corporation is located along the Pacific coast spanning the four prefectures of Aomori, Iwate, Miyagi, and Fukushima. It aims to use the rich way of life that can be experienced through walking and the lessons learned from the scars of disaster toto foster “harmony between humans and nature” and “awareness of environmental issues,” while also serving as a venue to pass on the memory of the Great East Japan Earthquake and Tsunami to future generations. The Corporation shall maintain the Long Distance Nature Trails, coordinate with surrounding facilities, manage and utilize the trails, and promote their development,to promote “regional collaboration among the four prefectures and relevant municipalities,” “regional revitalization through the rediscovery and utilization of local resources such as nature, history, and culture,” and “the conservation and sustainable use of nature along the trail.” Through interaction between trail visitors and local residents, the project aims to contribute to regional revitalization and the promotion of tourism.
(Types of Specified Nonprofit Activities)
Article 4: In order to achieve the purposes set forth in the preceding Article, this Corporation shall engage in the following types of specified nonprofit activities.
(1) Activities aimed at promoting public health, medical care, or welfare
(2) Activities aimed at promoting social education
(3) Activities aimed at promoting community development
(4) Activities aimed at promoting tourism
(5) Activities aimed at promoting the development of agricultural, mountain, and fishing villages or mid-mountain and remote areas
(6) Activities aimed at promoting academia, culture, the arts, or sports
(7) Activities aimed at environmental conservation
(8) Activities aimed at promoting the healthy development of children
(9) Activities aimed at revitalizing economic activity
(10) Activities involving communication, advice, or assistance regarding the management or activities of organizations engaged in the activities listed in the preceding items
(Projects)
Article 5 To achieve the purposes set forth in Article 3, this corporation shall carry out the following projects.
(1) Activities Related to Specified Nonprofit Activities
1. Trail Development and Maintenance Projects
2. Various projects related to the trail, as well as liaison, coordination, and collaboration initiatives
3. Projects Planned and Implemented Using Trails and the Surrounding Natural Environment
4. Awareness-raising and information dissemination initiatives related to trails, local history, nature, and culture
5. Survey and Research Projects Related to Trails
6. Human Resource Development and Guide Training Programs Related to Trails
7. Utilization of facilities and other resources necessary to achieve the above objectives, and contracted management operations
8. Other activities deemed necessary to achieve the purposes set forth in Article 3
(2) Other Businesses
1. Travel Agencies Under the Travel Agency Act
2. Travel agency agency business pursuant to the Travel Agency Act
3. Accommodation and guide referral business
4. Trail-related travel product planning business
5. Sales of trail-related products
2. The business listed in Item 2 of the preceding paragraph shall be conducted only to the extent that it does not interfere with the business listed in Item 1 of the same paragraph, andand any profits generated shall be allocated to the business listed in Item 1 of the same paragraph.

Chapter 3: Members

(Category)
Article 6 The members of this corporation shall be classified into the following three categories, and regular members shall be deemed members under the Act on the Promotion of Specified Nonprofit Activities (hereinafter referred to as the “Act”).
(1) Regular Members: Individuals and organizations that have joined in support of the purposes of this corporation and have voting rights at the General Meeting.
(2) Supporting Members: Individuals and organizations that have joined to support the activities of this corporation and do not have voting rights at the General Meeting.
(3) Special Members: Individuals and organizations that have joined in support of the Corporation’s objectives, primarily to provide financial assistance, and who do not have voting rights at the General Meeting.
(Membership)
Article 7: No specific conditions are stipulated regarding membership.
2. Any person wishing to become a member shall submit an application to the Representative Director using the membership application form separately prescribed by the Representative Director, and the Representative Director shall approve such membership unless there is a valid reason not to do so.
3. If the Representative Director refuses to admit a person referred to in the preceding paragraph as a member, he or she must promptly notify that person in writing, stating the reasons for the refusal.
(Admission Fee and Membership Dues)
Article 8 Members must pay the membership dues separately determined at the General Meeting.
(Loss of Membership Status)
Article 9 A member shall lose his or her membership status if any of the following applies:
(1) When a notice of withdrawal has been submitted.
(2) When the individual dies or the member organization is dissolved.
(3) When membership dues have been in arrears for one year or more.
(4) Upon expulsion.
(Withdrawal)
Article 10: A member may voluntarily withdraw from the Association by submitting a notice of withdrawal, as separately prescribed by the Representative Director, to the Representative Director.
(Expulsion)
Article 11: If a member falls under any of the following items, the member may be expelled by a resolution passed by a majority of one-half of the directors present at a meeting of the Board of Directors. In such cases, the member must be given an opportunity to present a defense prior to the resolution.
(1) In the event of a violation of these Articles of Incorporation or other relevant documents.
(2) When a member engages in conduct that damages the reputation of this corporation or is contrary to its purposes.

Chapter 4: Officers and Staff

(Types and Number)
Article 12 This corporation shall have the following officers.
(1) Directors: 3 to 12
(2) Auditors: 1 to 2
2. Among the directors, one may be appointed as the Representative Director, one as the Deputy Representative Director, and one as the Managing Director.
(Appointment, etc.)
Article 13 Directors and auditors shall be appointed at the general meeting.
2. The Representative Director shall be elected by the directors from among themselves.
3. Among the officers, there must not be more than one spouse or relative within the third degree of kinship for each officer, nor may the combined number of such officers, their spouses, and relatives within the third degree of kinship exceed one-third of the total number of officers.
4. An auditor may not concurrently serve as a director or as an employee of this corporation.
(Duties)
Article 14 The Representative Director shall represent this corporation and oversee its operations.
2. Directors other than the Representative Director shall not represent this corporation in matters pertaining to its business.
3. The directors shall assist the representative director and, in the event that the representative director is unable to perform his or her duties or the position of representative director becomes vacant, shall act in his or her stead in the order designated in advance by the representative director.
4. The directors shall constitute the Board of Directors and shall conduct the affairs of this corporation in accordance with the provisions of these Articles of Incorporation and the resolutions of the Board of Directors.
5. The auditors shall perform the duties listed below.
(1) To audit the directors’ performance of their duties.
(2) To audit the financial condition of this corporation.
(3) If, as a result of an audit conducted in accordance with the provisions of the preceding two items, any misconduct or any serious violation of laws, regulations, or the Articles of Incorporation is discovered with respect to the operations or assets of this corporation, such findings shall be reported to the general meeting or the competent authority.
(4) Convene a general meeting when necessary to report on the matters set forth in the preceding paragraph.
(5) To express opinions to the directors regarding the status of their performance of duties or the status of the Corporation’s assets, or to request that the Board of Directors be convened.
(Term of Office, etc.)
Article 15 The term of office for officers shall be two years. However, this shall not preclude reappointment.
2. Notwithstanding the provisions of the preceding paragraph, if a successor officer has not been appointed, the term of office shall be extended until the conclusion of the first general meeting following the last day of the term.
3. The term of office for an officer appointed to fill a vacancy or to increase the number of officers shall be the remaining term of the respective predecessor or incumbent.
4. Even after resigning or upon the expiration of their term, officers must continue to perform their duties until their successors take office.
(Filling Vacancies)
Article 16: If the number of directors or auditors falls below one-third of the prescribed number, such vacancies must be filled without delay.
(Removal)
Article 17: If an officer falls under any of the following items, he or she may be removed by a resolution of the general meeting. In such a case, the officer must be given an opportunity to present a defense before the resolution is adopted.
(1) When it is determined that the individual is unable to perform their duties.
(2) When there has been a breach of official duties or other conduct unbecoming of an officer.
(3) When it is determined that the circumstances fall under Article 47, paragraph (1), item (1) of the Act.
(Remuneration, etc.)
Article 18: Officers may receive remuneration, provided that the number of officers receiving such remuneration does not exceed one-third of the total number of officers.
2. Officers may be reimbursed for expenses incurred in the performance of their duties.
3. Matters necessary with respect to the preceding two paragraphs shall be separately determined by the Representative Director following a resolution by the Board of Directors.
(Staff)
Article 19 This corporation may appoint a Secretary-General and other staff members.
2. Staff members shall be appointed and dismissed by the Representative Director.

Chapter 5: Advisors

(Appointment)
Article 20 This corporation may appoint advisors.
2 Advisors shall be appointed and dismissed by the Representative Director.
(Duties and Term of Office)
Article 21 Advisors shall cooperate with the directors to assist in the promotion of the Corporation’s activities and provide appropriate advice and guidance.
2 The term of office for advisors shall be two years; provided, however, that reappointment is permitted.

Chapter 6: General Meeting

(Category)
Article 22 The General Assembly of this corporation shall consist of two types: the Regular General Assembly and the Special General Assembly.
(Composition)
Article 23 The General Assembly shall consist of regular members.
(Powers)
Article 24 The General Assembly shall resolve on the following matters.
(1) Amendment to the Articles of Incorporation
(2) Dissolution
(3) Merger
(4) Business Plan and Activity Budget
(5) Business Report and Financial Statements
(6) Appointment or Removal of Officers
(7) Amount of the Admission Fee and Membership Dues
(8) Borrowings(Excluding short-term borrowings to be repaid from revenue generated within the fiscal year. The same applies in Article 50.) Other new obligations and waivers of rights
(9) Organization of the Secretariat
(10) Other important matters concerning operations
(Convening)
Article 25 The Annual General Meeting shall be held once a year.
2. An extraordinary general meeting shall be convened in any of the following cases:
(1) When the Board of Directors deems it necessary and requests a meeting.
(2) When a request for a meeting is made in writing or by electronic means by at least one-fifth of the total number of regular members, specifying the matters to be discussed at the meeting.
(3) When a meeting is convened by an auditor pursuant to the provisions of Article 14, Paragraph 5, Item 4.
(Convening)
Article 26: Except in the case described in paragraph 2, item 3 of the preceding article, the General Meeting shall be convened by the Representative Director.
2. Upon receipt of a request pursuant to Paragraph 2, Items 1 and 2 of the preceding Article, the Representative Director shall convene an extraordinary general meeting within 30 days of the date of receipt.
3. When convening a general meeting, notice must be given in writing or by electronic means, specifying the date, time, location, purpose, and agenda items of the meeting, at least five days prior to the date of the general meeting.
(Chairperson)
Article 27 The chairperson of a general meeting shall be elected from among the regular members present at that meeting.
(Quorum)
Article 28: A General Meeting may not be convened unless at least one-half of the total number of regular members are present.
(Resolutions)
Article 29: Matters to be resolved at the General Meeting shall be those for which prior notice has been given in accordance with the provisions of Article 26, Paragraph 3.
2. Except as otherwise provided in these Articles of Incorporation, decisions at the General Meeting shall be made by a majority vote of the regular members present; in the event of a tie, the Chair shall have the deciding vote.
3. If a director or regular member submits a proposal regarding a matter that is the subject of the General Meeting, and all regular members express their consent in writing or by electronic record, such proposal shall be deemed to have been approved by a resolution of the General Meeting.
(Voting Rights, etc.)
Article 30 Each regular member shall have equal voting rights.
2. Any regular member who is unable to attend the General Meeting for unavoidable reasons may cast a vote in writing or by electronic means on matters notified in advance, or may delegate their vote to another regular member as their proxy.
3. A regular member who has voted in accordance with the provisions of the preceding paragraph shall be deemed to have attended the General Meeting for the purposes of Article 28, paragraph 2 of the preceding Article, item (2) of paragraph 1 of the following Article, and Article 51.
4. Regular members who have a special interest in a resolution of the General Meeting may not participate in the voting on that resolution.
(Minutes)
Article 31 Minutes of the General Meeting must be prepared, containing the following information.
(1) Date, Time, and Location
(2) Total number of regular members and number of attendees (If there are members voting in writing or by electronic means, or members who have granted proxy votes, the number of such members shall be noted.)
(3) Matters under deliberation
(4) Summary of the proceedings and results of the resolutions
(5) Matters concerning the appointment of signatories to the minutes
2 The minutes must be signed and sealed by the chairperson and two or more signatories appointed at that meeting.
3. Notwithstanding the provisions of the preceding two paragraphs, if a resolution of the general meeting is deemed to have been adopted because all regular members have expressed their consent in writing or by electronic record, minutes must be prepared that include the following information.
(1) Details of matters deemed to have been resolved by the General Meeting
(2) The name or title of the person who proposed the matters listed in the preceding item
(3) The date on which the resolution of the general meeting is deemed to have been adopted
(4) Name of the person who performed the duties related to the preparation of the minutes

Chapter 7: Board of Directors

(Composition)
Article 32 The Board of Directors shall consist of directors.
(Powers)
Article 33: In addition to matters otherwise provided for in these Articles of Incorporation, the Board of Directors shall resolve on the following matters.
(1) Matters to be submitted to the General Meeting
(2) Changes to the business plan and activity budget
(3) Matters concerning the implementation of resolutions adopted by the General Meeting
(4) Other matters concerning the administration of the Association’s affairs that do not require a resolution by the General Meeting
(Convening)
Article 34 The Board of Directors shall convene in any of the following cases:
(1) When the Representative Director deems it necessary.
(2) When a request for a meeting is made by at least one-third of the total number of directors, in writing or by electronic record, specifying the matters to be discussed at the meeting.
(3) When a request for a meeting is made by an auditor pursuant to the provisions of Article 14, Paragraph 5, Item 5.
(Convening)
Article 35 The Board of Directors shall be convened by the Representative Director.
2. Upon receipt of a request pursuant to items (2) and (3) of the preceding Article, the Representative Director shall convene a meeting of the Board of Directors within 30 days of the date of such request.
3. When convening a meeting of the Board of Directors, notice must be given, in writing or by electronic record, specifying the date, time, location, purpose, and agenda items of the meeting, at least 10 days prior to the date of the meeting.
4. The Representative Director may request that an advisor attend a Board of Directors meeting.
(Chairperson)
Article 36 The Representative Director shall serve as the Chairperson of the Board of Directors.
(Resolutions)
Article 37: Matters to be resolved by the Board of Directors shall be those for which prior notice has been given in accordance with the provisions of Article 35, paragraph 3.
2. Decisions of the Board of Directors shall be made by a majority of the total number of directors; in the event of a tie, the chairperson shall have the deciding vote.
(Voting Rights, etc.)
Article 38 Each director shall have equal voting rights.
2. A director who is unable to attend a Board of Directors meeting for unavoidable reasons may cast a vote in writing or by electronic record on matters for which notice has been given in advance.
3. Directors who have cast their votes in accordance with the provisions of the preceding paragraph shall be deemed to have attended the Board of Directors meeting for the purposes of applying Paragraph 1, Item 2 of the following Article.
4. Directors who have a special interest in a Board resolution may not participate in the vote on that resolution.
(Minutes)
Article 39 Minutes of the Board of Directors’ meetings must be prepared, containing the following information.
(1) Date, Time, and Location
(2) Total number of directors, number of attendees, and names of attendees (For those voting in writing or by electronic means, this fact must be noted.)
(3) Matters under deliberation
(4) Summary of the proceedings and results of the resolutions
(5) Matters concerning the appointment of signatories to the minutes
2 The minutes must be signed and sealed by the chairperson and two or more signatories appointed at that meeting.

Chapter 8: Assets and Accounting

(Composition of Assets)
Article 40 The assets of this corporation shall consist of the items listed in the following subparagraphs.
(1) Assets listed in the inventory of assets at the time of incorporation
(2) Membership Fees
(3) Donations of Money and Goods
(4) Income from assets
(5) Income from business operations
(6) Other income
(Classification of Assets)
Article 41 The assets of this corporation shall be classified into two categories: assets related to activities for specified nonprofit purposes and assets related to other activities.
(Management of Assets)
Article 42 The assets of this corporation shall be managed by the Representative Director, and the methods thereof shall be separately determined by the Representative Director following a resolution by the General Meeting.
(Accounting Principles)
Article 43 The accounting of this corporation shall be conducted in accordance with the principles set forth in each item of Article 27 of the Act.
(Accounting Categories)
Article 44 The accounting of this corporation shall be divided into two categories: accounting related to activities pertaining to specified nonprofit activities, and accounting related to other activities.
(Business Plan and Budget)
Article 45 The business plan of this corporation and the accompanying activity budget shall be prepared by the Representative Director and must be approved by a resolution of the General Meeting.
(Provisional Budget)
Article 46 Notwithstanding the provisions of the preceding Article, if the budget is not adopted due to unavoidable circumstances, the Representative Director may, upon resolution of the Board of Directors, manage revenues and expenses in accordance with the budget of the preceding fiscal year until the date the budget is adopted.
2. The revenues and expenses referred to in the preceding paragraph shall be deemed to be the revenues and expenses of the newly adopted budget.
(Budget Additions and Amendments)
Article 47: If unavoidable circumstances arise after the budget has been approved, additions or amendments to the approved budget may be made upon resolution by the Board of Directors.
(Business Report and Financial Statements)
Article 48 The documents pertaining to the financial statements of this corporation—including the business report, statement of activities, balance sheet, and inventory of assets—shall be prepared by the Representative Director promptly after the end of each fiscal year, audited by the Auditors, and approved by a resolution of the General Meeting.
2. If a surplus arises in the financial statements, it shall be carried forward to the next fiscal year.
(Fiscal Year)
Article 49 The fiscal year of this corporation shall begin on April 1 of each year and end on March 31 of the following year.
(
) Article 50. In addition to matters specified in the budget, any proposal to incur debt, assume other new obligations, or waive rights must be approved by a resolution of the General Meeting.

Chapter 9: Amendments to the Articles of Incorporation, Dissolution, and Mergers

(Amendment of the Articles of Incorporation)
Article 51. When this corporation intends to amend its Articles of Incorporation, it must obtain a resolution passed by a majority of three-fourths or more of the regular members present at the General Meeting; furthermore, if the amendment involves any of the following matters prescribed in Article 25, Paragraph 3 of the Act, it must obtain certification from the competent authority.
(1) Purpose
(2) Name
(3) The types of specified nonprofit activities it conducts and the types of projects related to such specified nonprofit activities
(4) Locations of the principal office and other offices (limited to cases involving a change in the competent authority)
(5) Matters Concerning the Acquisition and Loss of Employee Status
(6) Matters concerning officers (excluding those pertaining to the number of officers)
(7) Matters Concerning Meetings
(8) If the Corporation engages in other businesses, the types of such businesses and other matters pertaining to such other businesses
(9) Matters concerning dissolution (limited to those pertaining to the recipients of residual assets)
(10) Matters concerning amendments to the Articles of Incorporation
(Dissolution)
Article 52 This Corporation shall be dissolved for the following reasons.
(1) Resolutions of the General Meeting
(2) Inability to achieve success in the business activities related to the intended specified nonprofit activities
(3) Loss of Regular Members
(4) Merger
(5) Order Commencing Bankruptcy Proceedings
(6) Revocation of the Certificate of Incorporation by the Competent Authority
2. If this corporation is dissolved due to the grounds set forth in Item 1 of the preceding paragraph, the consent of at least three-fourths of the total number of regular members must be obtained.
3. If the organization is dissolved for the reason specified in Paragraph 1, Item 2, it must obtain approval from the competent authority.
(Allocation of Remaining Assets)
Article 53 Any assets remaining upon the dissolution of this corporation (excluding dissolution resulting from a merger or a court order commencing bankruptcy proceedings) shall be transferred to a person designated by the general meeting held upon dissolution from among those listed in Article 11, Paragraph 3 of the Act.
(Merger)
Article 54 If this corporation intends to merge, it must obtain a resolution passed by at least three-fourths of the total number of regular members at a general meeting and obtain certification from the competent authority.

Chapter 10: Methods of Public Notice

(Method of Public Notice)
Article 55 Public notices of this corporation shall be posted on the corporation’s website and published in the Official Gazette. However, public notices regarding the balance sheet prescribed in Article 28-2, paragraph (1) of the Act shall be posted on the corporation’s website.

Chapter 11: Miscellaneous Provisions

(Bylaws)
Article 56 The Representative Director shall establish the bylaws necessary for the implementation of these Articles of Incorporation, subject to a resolution of the Board of Directors.

Supplementary Provisions

1 These Articles of Incorporation shall take effect on the date of this corporation’s establishment.
2 The initial officers of this corporation shall be the following individuals.
Representative Director: Toyoshi Sasaki
Director: Hiroshi Kimura
Director: Masayoshi Kato
Director: Kumi Matsuno(Kumi Aizawa)
Auditor: Hiroyuki Watanabe
3 Notwithstanding the provisions of Article 15, Paragraph 1, the term of office for the initial officers of this Corporation shall be from the date of its establishment until March 31, Heisei 31.
4 Notwithstanding the provisions of Article 45, the initial business plan and activity budget of this Corporation shall be as determined by the Founding General Meeting.
5 Notwithstanding the provisions of Article 49, the initial fiscal year of this Corporation shall be from the date of incorporation to March 31, Heisei 30.
6 Notwithstanding the provisions of Article 8, the initial admission fee and membership dues of this Corporation shall be the amounts listed below.
(1) Regular Members: Annual Dues—Individuals: 5,000 yen; Organizations: 10,000 yen
(2) Supporting Members: Annual membership fee—Individuals: 5,000 yen; Organizations: 10,000 yen
(3) Special Members: 30,000 yen per share

Supplementary Provisions

1 These Articles of Incorporation shall take effect on the date of certification by the Governor of Miyagi Prefecture. (July 11, Reiwa 1)
2 These Articles of Incorporation shall take effect on the date of certification by the Governor of Miyagi Prefecture. (April 14, Reiwa 5)
3 These Articles of Incorporation shall take effect on the date of certification by the Governor of Miyagi Prefecture.(August 30, Reiwa 5)
4 These Articles of Incorporation shall take effect on the date of certification by the Governor of Miyagi Prefecture. (July 23, Reiwa 7)
5 These Articles of Incorporation shall take effect on the date of certification by the Governor of Miyagi Prefecture. (July 21, Reiwa 8)