|Organization name||Shimanto City Tourism Association|
|Address||〒787-0014 8-3, Ekimaecho, Shimanto-shi, Kochi|
|Business hours||From 8:30 to 17:30|
As of June 30, 2017
|Executive managing director||Maki Yamamoto|
|Director||Ueda sweetfish child|
|Director||Hiroshi Hayashi place|
As of June 30, 2017
General Shimanto City Tourism Association articles of association
Chapter 1 basic rule
This Article 1 corporation calls itself general Shimanto City Tourism Association.
This Article 2 corporation establishes main office in Shimanto-shi, Kochi.
These 2 corporations can install sub-office in necessary place by resolution of the board of directors.
This Article 3 corporation invites tourist by introduction advertising of tourist attractions that kept nature mainly on Shimanto River and culture of Little Kyoto Nakamura of Tosa alive and plans development of local products and market expansion and is intended that we contribute to local development by promotion of tourist industry.
This Article 4 corporation performs the next business to achieve purpose of preceding article.
(1) Administration of tourist information center
(2) Introduction advertising about sightseeing and collection and dispatch of information
(3) Active invitation of tourist
(4) Plan and sale of trip product
(5) Improvement, development of local products and sightseeing souvenir, upbringing instruction and sale
(6) Trust administration of public facilities
(7) Administration of rent-a-bicycle business
(8) Business necessary to achieve purpose of these other corporations
Chapter 2 member
(member of corporation)
Member of this Article 5 corporation assumes two kinds of next and does with employee in law (we say "the general corporation method" as follows.) about general corporate judicial person and general incorporated foundation having regular member.
(1) Group which is located in individual of Shimanto City residence that we approve of purpose of this regular member corporation and enrolled in or Shimanto City.
(2) Individual who enrolled to support business of this supporting member corporation or group.
Person who is going to enroll as Article 6 member must receive application, approval of the board of directors by membership application form which the board of directors establishes particularly.
Article 7 member must deliver fee to determine particularly in general meeting.
We can resign from Article 8 member anytime optionally by submitting notice of withdrawal to establish particularly in the board of directors.
(striking off a name)
When Article 9 member came to correspond to any of the following, we can strike the member concerned off a list by special resolution of general meeting.
(1) When we violated these articles of association or other rules.
(2) When we hurt honor of this corporation or we did act against purpose.
(3) When there are other fair reasons that you should strike off a list.
(the loss of membership)
When others, member in case of Article 2 before Article 10 came to correspond to any of the following, they lose the qualification.
(1) When the delivery of fee continued and did not do more than two years.
(2) When total regular member agreed.
(3) When the member concerned died or we were dissolved.
(right accompanied with the loss of membership and duty)
When Article 11 member lost the qualification by rule of previous Article 3, we lose right as member for this corporation and avoid duty. But duty of non-observance of a contract cannot avoid this.
Even if member loses the qualification in these 2 corporations, fee of ki* and other contribution money and goods do not return this.
Chapter 3 general meeting
(kind and holding)
We assume two kinds of ordinary session of the Diet and extraordinary general meeting and do general meeting of this Article 12 corporation with general meeting of members in the general corporation method having ordinary session of the Diet and extraordinary general meeting.
We hold 2 ordinary session of the Diet once a year within three months after the end for every fiscal year.
When it is necessary, 3 extraordinary general meeting holds.
Article 13 general meeting constitutes having all regular members.
Voting right in 2 general meetings assumes one for one regular member.
Article 14 general meeting votes for the next matter.
(1) Amount of money of standard of the enrollment and fee
(2) Striking off a name of member
(3) Election of officer and dismissal
(4) Sum of reward of officer or the official regulations
(5) Approval of balance sheet and income statement (net worth increase and decrease check)
(6) Change of articles of association
(7) Disposal of long-term borrowed money and important property and acquisition by purchase
(8) Dissolution and disposal of remaining assets
(9) Merger, some important transfers of all or business of business
(10) Matter which we discussed in general meeting in the board of directors
(11) Matter prescribing for the general corporation method other than thing to fix for each front issue and matter to establish in these articles of association
Chairperson calls Article 15 general meeting based on resolution of the board of directors unless laws and ordinances have particular fate. But we can omit the call procedure unless we accept the use of voting right by document or electronic method when there is agreement of all regular members.
We show reason of matter which there is for the purpose of general meeting and call, and regular member having voting rights more than a one-tenth of voting right of 2 total regular members can request call of general meeting from chairperson.
As for the chairperson of Article 16 general meeting, chairperson is this. To chairperson by accidents when have difficulty, in the general meeting, elect the chairperson from regular member who attended.
Regular member having the majority of voting right of total regular member attends unless laws and ordinances or this certification of incorporation has particular fate and performs resolution of Article 17 general meeting with the majority of voting right of regular member who attended.
The next resolutions are more than half of total regular members and, regardless of rule of 2 foregoing paragraphs, perform having many hitting than two-thirds of voting right of total regular member.
(1) Striking off a name of member
(2) Dismissal of inspector
(3) Change of articles of association
(4) Dissolution and disposal of remaining assets
(5) Matter which was established in other laws and ordinances
When you decide bill electing 3 directors or inspector, you must decide Clause 1 every candidate.
When the total number of candidates of director or inspector exceeds the fixed number to fix for Article 21, we decide to elect person before reaching frame of the fixed number sequentially that there is much number of votes from candidate who got agreement of the majority.
(the substitute use of voting right)
Regular member who cannot attend at Article 18 general meeting can entrust with the use of voting right in other regular members as agent. In this case, the regular member concerned or agent must submit documents proving the power of attorney to this corporation.
(abbreviation of resolution and report)
When all the members of regular member did amen by document or electromagnetic record about the suggestion when Article 19 director or regular member suggests about a certain matter for the purpose of resolution of general meeting, resolution of general meeting of approving the suggestion considers that there was.
When all the members of regular member did amen by document or electromagnetic record about not needing that we report the matter in general meeting when 2 directors notify general meeting of matter which they should report for all the members of regular member, report to general meeting of the matter considers that there was.
About the proceedings of Article 20 general meeting, we make the minutes by place to establish in laws and ordinances.
2 chairpersons and director who attended sign their name on the minutes of foregoing paragraph and seal.
Chapter 4 officers
(setting of officer)
We employ the next officer in this Article 21 corporation.
(1) It is less than 20 people more than ten directors
(2) Less than two inspectors
Among 2 directors, we assume one person chairperson and do with Director representative in the general corporation method having chairperson. In addition, we assume two people vice-chairperson among other directors. In addition, we can elect one executive managing director. And we assume vice-chairperson and executive managing director duties execution director in the general corporation method.
Article 22 director and inspector elect by resolution of general meeting.
2 chairpersons, vice-chairperson and executive managing director establish from director by resolution of the board of directors.
3 inspectors cannot serve as director of this corporation or servant.
Among 4 directors, one either of director and total numbers of the spouse or relative or other special people connected with each other in the third degree must not exceed a one-third of the director total number. About inspector, it is said that it is similar.
Total numbers of director who is person having a relation close mutually following these which are director of the same group (remove public interest corporation.) of 5, etc. or servant person or other must not exceed a one-third of the total number of director. About inspector, it is said that it is similar.
(duties, authority of director)
Article 23 chairperson carries out the duties on behalf of this corporation.
When chairperson has accident or when 2 vice-chairpersons assist chairperson and were short of chairperson, they act for duties to modify the duties execution according to order that we established beforehand in the board of directors.
3 executive managing directors carry out duties of this corporation.
(duties, authority of inspector)
Article 24 inspector inspects the execution of duties of director and inspects accounts of this corporation and, by place to establish in laws and ordinances, makes inspection report.
2 inspectors demand report of business and accounts for director and servant anytime and can investigate the situation of duties of this corporation and property.
(term of officer)
Article 25 governorship says that it is until time of end of ordinary session of the Diet about the last thing in fiscal years expired within two years after election.
For term of 2 inspectors, we do in fiscal years expired within four years after election when until time of end of ordinary session of the Diet about the last thing.
We say that term of director elected as 3 filling a vacancy or inspector is until time when term of predecessor expires. In addition, it is said that governorship elected by increase of the staff is the same as residual period of other holding the office governorships.
4 directors or inspector still have claims and obligations as director or inspector until person elected newly takes office as the fixed number to fix for Article 21 after having retired from by the expiration for term or resignation when I come to run out.
We can dismiss Article 26 officer by resolution of general meeting. But it is more than half of total regular members and must perform based on a lot of decisions to hit than two-thirds of voting right of total regular member when you dismiss inspector.
It is said that Article 27 director and inspector are nonpaying. But we can provide regular director with sum that we calculated according to standard of payment of rewards to determine particularly in general meeting as rewards after resolution of general meeting.
(some exemptions of responsibility)
When this Article 28 corporation corresponds to requirements to fix for laws and ordinances about compensation for damages responsibility of general corporation method Article 111 Clause 1 of officer, they can exempt laws and ordinances from sum that they subtract the responsibility ceiling at least and got to establish as limit from the amount of compensation for damages responsibility by resolution of the board of directors.
We can employ advisor of the name in this Article 29 corporation slightly.
(duties of advisor)
Article 30 advisor can give opinion for chairperson in response to question of chairperson.
The Chapter 5 board of directors
We establish the board of directors in this Article 31 corporation.
2 board of directors constitutes having all directors.
The Article 32 board of directors performs the next duties other than thing to fix for these articles of association particularly.
(1) Decision of matter which you should refer to the date and time of general meeting and place and the proceedings
(2) Matter about establishment, change of rule and the abolition
(3) Decision of the duties execution of corporation this other than thing to fix for previous 2
(4) Supervision of the execution of duties of director
(5) The choice of chairperson, vice-chairperson and executive managing director and dismissal
2 board of directors cannot entrust director with decision of the matter or other important duties execution to advocate next.
(1) Disposal of important property and acquisition by purchase
(2) A large amount of debt
(3) Election of important servant and dismissal
(4) Setting, change of sub-office or other important organizations and the abolition
(5) Maintenance of the system to establish in laws and ordinances as thing necessary to find appropriateness of duties of this system or other corporations to secure that the execution of duties of director adapts to laws and ordinances and articles of association
(6) Exemption of responsibility of Article 28
(kind and holding)
The Article 33 board of directors usually assumes two kinds of the board of directors and the temporary board of directors.
2 normal board of directors holds once a year.
When 3 temporary board of directors corresponds to one of each next issue, they hold.
(1) When chairperson recognized as need.
(2) When there was request of call to chairperson with document which listed a certain matter from director except chairperson for the purpose of meeting.
(3) When when day of the board of directors and notice of call of the board of directors which did were not emitted, within five days from day when we had request of last issue, the director who requested called day for less than two weeks from day when we had the request.
Chairperson calls the Article 34 board of directors. But we remove case that inspector calls based on rule of general corporation method Article 101 Clause 3 when director calls by preceding article Clause 3 third and.
As for 2 chairpersons, the request must give off notice of call of the board of directors which assumes day for less than two weeks day of the board of directors from day that there was in any of preceding article Clause 3 second or general corporation method Article 101 Clause 2 within five days from day when there was the request.
As for the chairperson of the Article 35 board of directors, chairperson is this unless laws and ordinances have particular fate.
The majority of director who can join resolution attends at these articles of association other than thing with particular fate and determines resolution of the Article 36 board of directors with the majority.
(abbreviation of resolution)
When all the members of director whom resolution can increase about the suggestion did amen by document or electromagnetic record when Article 37 director suggests about a certain matter for the purpose of resolution of the board of directors, resolution of the board of directors of approving the suggestion considers that there was. But it is not this limit when inspector spoke objection.
(abbreviation of report)
When Article 38 director or inspector notifies of matter which you should report to the board of directors for all the members of director and inspector, we do not need that we report the matter to the board of directors. But, about report by rule of general corporation method Article 91 Clause 2, it is not this limit.
About the proceedings of the Article 39 board of directors, you make the minutes by place that laws and ordinances determine and director who attended and inspector sign their name on this and must seal.
Chapter 6 assets and accounts
When you must manage endowment of this Article 40 corporation with attention of manager who is good to achieve purpose of this corporation by place to establish particularly in general meeting and dispose, we need approval of the board of directors and general meeting beforehand.
Fiscal year of this Article 41 corporation begins every year on April 1, and it is over on March 31 in the next year.
(business plan and cash budget)
About business plan of this Article 42 corporation and cash budget book, chairperson makes by the day before on day of start of every fiscal year and, after resolution of the board of directors, must receive approval of general meeting. When we change this, it is said that it is similar.
We possess till the fiscal year concerned is expired and, about documents of 2 foregoing paragraphs, shall put in main office.
(business report and financial statements)
After approval of the board of directors, you must do report (you remove documents of the second and the fifth.) for ordinary session of the Diet after chairperson making the next documents about business report of this Article 43 corporation and financial statements after every fiscal year, and having received inspection of inspector.
(1) Business report
(2) Affiliated statement of business report
(3) Balance sheet
(4) Income statement (net worth increase and decrease check)
(5) Affiliated statement of balance sheet and income statement (net worth increase and decrease check)
(6) List of property
When you do not correspond to requirements to establish in law enforcement regulations Article 48 about general corporate judicial person and general incorporated foundation about documents of 2 foregoing paragraph third and fourth issue, sixth, you change to report to ordinary session of the Diet and must receive approval of ordinary session of the Diet.
We include inspection report in main office for five years and, other than documents of 3 Clause 1, put and shall put articles of association and company directory for main office.
Change of Chapter 7 articles of association and dissolution
(change of articles of association)
We can change this Article 44 articles of association with resolution of general meeting.
This Article 45 corporation is more than half of total regular member, and they can be dissolved by a lot of resolutions to hit than two-thirds of voting right of total regular member in others, general meeting by reason to prescribe by the seventh from general corporation method Article 148 first, the second issue and the fourth issue.
(reversion of remaining assets)
Remaining assets to have when this Article 46 corporation settles shall donate to corporation raising to the law Article 5 17th about authorization of nonprofit foundation and public interest incorporated foundation or country or local public entity after resolution of general meeting.
These 2 corporations do not distribute surplus fund.
The Chapter 8 secretariat
We set up the secretariat to handle office work of this Article 47 corporation.
We can employ secretary general in 2 secretariat.
We employ the necessary staff in 3 secretariat.
As for 4 secretary generals and important staff, chairperson gets approval of the board of directors and appoints and dismisses.
Chairperson establishes necessary matter by resolution of the board of directors about organization of 5 secretariat and administration particularly.
Chapter 9 notification
We perform notification of this Article 48 corporation by method to post on public place that it is easy to look at of main office.
Chapter 10 report exhibition and protection of personal information
This Article 49 corporation shall release because of the activities, administration contents, financing document positively using Internet homepages to promote open activity with fairness.
(protection of personal information)
This Article 50 corporation shall make sure of protection of professional personal information that they were able to know.
Other than thing to fix for this Article 51 articles of association, we establish matter which is necessary for administration of this corporation by decision of the board of directors particularly.
(prohibition of special profit)
This Article 52 corporation cannot give donation of property or person to leave by will, officer of this corporation or member or these relatives special profit about administration of the use of facility, advance of money, transfer of assets, supply of salary, election such as officers, operation of other property and business in this corporation.
It enforces from day of the registration of establishment of public corporation establishing in law Article 106 Clause 1 to read for this 1 articles of association in law Article 121 Clause 1 about maintenance of relations law accompanied with the enforcement of law about general corporate judicial person and general incorporated foundation and law about authorization of nonprofit foundation and public interest incorporated foundation, and to apply mutatis mutandis.
When we performed the registration of dissolution of exception civil law corporation establishing in law Article 106 Clause 1 to read in law Article 121 Clause 1 about maintenance of relations law accompanied with the enforcement of law about 2 public corporate judicial people and general incorporated foundation and law about authorization of nonprofit foundation and public interest incorporated foundation, and to apply mutatis mutandis and the registration of establishment of public corporation, regardless of rule of Article 41, we do the day before on day of the registration of dissolution with the last day for fiscal year and do day of the registration of establishment with the starting date for fiscal year.
The first chairperson of these 3 corporations assumes okamuragosho, and the first vice-chairperson does with Shoji Komatsu and Fujio Komatsu.
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