Articles of Incorporation and Rules

(Purpose)
Article 1 This consumer cooperative (hereinafter referred to as "the Cooperative") aims to improve the cultural and economic lives of its members based on the spirit of cooperation and mutual assistance.

(Name)
Article 2 This cooperative shall be called the University of Tokyo Consumer Cooperative.

(Business)
Article 3 This association shall conduct the following businesses in order to achieve the objectives set forth in Article 1.

• Purchasing goods necessary for the daily lives of members, processing or producing them, and supplying them to members
• A project to establish cooperative facilities that are useful for members' daily lives and allow them to use them
• Projects aimed at improving the lives and culture of members
• A business that aims to provide mutual aid for members' livelihoods
• Activities aimed at improving knowledge of union members and employees regarding union activities
• Travel business related to members based on the Travel Agency Act
• Business related to real estate transactions for members based on the Real Estate Transaction Business Act
• Business related to secondhand goods business for members based on the Secondhand Goods Business Law
• Businesses incidental to the businesses listed above

(Area)
Article 4 The area of ​​this cooperative shall be the occupational area of ​​the National University Corporation Tokyo University and the Tokyo University Consumer Cooperative.

(Location of the office)
Article 5 This association shall have its office at the University of Tokyo, 7-3-1 Hongo, Bunkyo-ku, Tokyo.

(Membership Qualifications)
Article 6 Any person who attends school or works within the area covered by this union may become a member of this union.

2. Any person who resides in the vicinity of the area of ​​this Union or who has worked within the area and who is deemed appropriate to use the services of this Union may become a member of this Union with the approval of this Union

(Application for Membership)
Article 7 When a person specified in paragraph 1 of the preceding article wishes to become a member, he or she must submit to this cooperative an application for membership prescribed by this cooperative, along with the amount of capital contribution equivalent to the number of shares to be contributed.

2. This Association shall not refuse an application under the preceding paragraph, unless the Board of Directors resolves that there is a legitimate reason for refusing the application under the preceding paragraph

3. This Association shall not impose conditions on the joining of persons as provided for in paragraph 1 of the preceding Article that are more onerous than those imposed on current members when they joined

4. A person who has made an application under paragraph 1 shall become a member when the Association accepts the application under paragraph 1, except in cases where the application is rejected pursuant to the proviso to paragraph 2

5. This union shall issue a membership card to each person who becomes a member and issue it to that member

(Application for Approval of Membership)
Article 8 When a person specified in Article 6, Paragraph 2 wishes to become a member of the association, he or she must specify the number of investment units he or she wishes to subscribe to and submit to the association an application for approval of membership prescribed by the association.

2. When the Board of Directors of this Association approves an application under the preceding paragraph, it shall notify the person who made the application of that fact

3. Any person who receives the notice set forth in the preceding paragraph must promptly pay the capital contribution

4. A person who has applied under paragraph 1 shall become a member of the association when he/she has paid the capital contribution in accordance with the provisions of the preceding paragraph

5. This union shall issue a membership card to each person who becomes a member and issue it to that member

(Rights of Members)
Article 9 Members shall have equal voting rights and election rights regardless of the amount of their capital contribution, and shall receive equal benefits in the use of the cooperative's business.

(Obligation to notify)
Article 10 If a member loses their membership status or changes their name or address, they must promptly notify this association of that fact.

(Voluntary Withdrawal)
Article 11 A member may withdraw from the association at the end of the business year by giving notice to the association at least 90 days before the end of the business year.

2. If a member fails to notify the Association of a change of address as provided for in Article 10 for two years, the Association will deem this to be a notice of withdrawal, and the Board of Directors will process the withdrawal, with the member withdrawing at the end of the relevant business year

3. When it is deemed that a notice of withdrawal has been given pursuant to the provisions of the preceding paragraph, the Association shall, in advance, periodically check the whereabouts of the member at least once a year and shall notify the member by public notice, etc., to notify the member of any change of address

4. When the Board of Directors processes a withdrawal pursuant to the provisions of paragraph 2, it shall report the results to the General Meeting of Representatives

(Statutory Withdrawal)
Article 12 A member shall withdraw for the following reasons:

• Loss of membership status
• death
• Expulsion

(Expulsion)
Article 13 This union may expel a member by a resolution of the general assembly if the member falls under any of the following items.

• When you have not used the services of this association for one year
• When the payment of the cost of supplied materials or the usage fee is neglected and the obligation is not fulfilled even after receiving a demand
• When an act is committed that interferes with the business of this association or causes it to lose credibility

2. In the case of the preceding paragraph, the Union shall notify the member to be expelled of this at least five days prior to the date of the General Meeting of Representatives and shall give the member an opportunity to make a defense at the General Meeting of Representatives

3. When a resolution to expel a member is passed, the Union shall notify the expelled member of the reasons for the expulsion

(Right of Withdrawing Member to Claim Refund)
Article 14 A withdrawing member may request a refund of their paid-in capital from this association in accordance with the provisions of the following items.

• In the case of withdrawal pursuant to the provisions of Article 11 or Article 12, item 1 or 2, an amount equivalent to the paid-in capital contribution
• In the case of withdrawal due to the reasons set forth in Article 12, item 3, an amount equivalent to half of the paid-in capital

2. The Association may suspend repayments under the provisions of the preceding paragraph until the withdrawing member has paid off all of his or her debts to the Association

3. If at the end of the business year the assets of the Association are insufficient to fully repay its debts, the Association shall not make the repayments set forth in paragraph 1

(Investment)
Article 15. Each member must hold at least one share of investment.

2 The limit on the number of investment shares that a member may hold shall be one-fourth of the total number of investment shares of the members

3. A member cannot assert a set-off against the association with respect to the payment of the capital contribution amount

4. The liability of a member shall be limited to the amount of his/her capital contribution

(Amount of one investment unit and method of payment)
Article 16 The amount of one investment unit shall be 400 yen, and the entire amount shall be paid in a lump sum.

(Increase in the number of investment units)
Article 17 A member may increase the number of investment units in accordance with the method prescribed by this cooperative.

(Reduction in the number of investment units)
Article 18 If there are unavoidable reasons, a member may reduce the number of investment units they intend to reduce at the end of the business year by notifying the cooperative of the number of investment units they intend to reduce at least 90 days before the end of the business year.

2. If the number of shares contributed by a member exceeds one-fourth of the total number of shares contributed by members, the member must reduce the number of shares contributed until it reaches one-fourth or less

3. A member who reduces the number of shares of investment may request from the Association a refund of the amount of paid-in investment corresponding to the reduced number of shares of investment

4. The provisions of Article 14, Paragraph 3 shall apply mutatis mutandis to cases where the number of investment units is reduced

(Officers)
Article 19 This union shall have the following officers:

• Directors: 25 or more, 30 or less
• Auditors 7 or more, 11 or less

However, more than half of the directors and auditors must be student or graduate student union members

(Election of Officers)
Article 20 Officers shall be elected at the General Meeting in accordance with the provisions of the Officer Election Regulations.

2. Directors must be union members; provided, however, that if there are special reasons, up to one-third of the total number of directors may be elected from among persons who are not union members

3. Elections for officers shall be conducted by secret ballot, with each representative being entitled to one vote

(Replacement of Officers)
Article 21 If more than one-fifth of the directors or auditors are absent, replacements must be made within three months in accordance with the provisions of the Officer Election Regulations.

(Term of Office of Officers)
Article 22 The term of office for directors shall be one year, and the term of office for auditors shall be one year, starting from the time of the expiration of the term of office of their predecessors. However, re-election is not prohibited.

2. Officers may not resign during their term of office without a valid reason

3. Notwithstanding the provisions of the preceding paragraph, the term of office of a substitute officer shall be until the end of the term of office of the officer currently in office on the day of the General Meeting of Representatives where the vacancy is filled

4. If the term of office of an officer expires at a time other than the end of the ordinary general meeting of representatives for the business year to which the officer belongs, the term of office shall expire at the end of that general meeting of representatives, notwithstanding the provisions of paragraphs 1 and 3

5. When an officer retires due to the expiration of his/her term of office or resignation, and the number of officers falls short of the required number, that officer shall continue to have the rights and obligations of an officer until his/her successor takes office

(Prohibition of concurrent positions for officers)
Article 23 An auditor shall not concurrently hold any of the following positions:

• Directors or employees of this association
• Directors or employees of subsidiaries, etc. of this association (subsidiaries, affiliated corporations, etc. and related corporations, etc.)

(Responsibilities of Officers)
Article 24 Officers shall comply with laws and regulations, administrative dispositions made based on laws and regulations, the articles of incorporation and bylaws, and the resolutions of the general meeting, and shall faithfully perform their duties for the benefit of this association.

2. If an officer neglects his/her duties, he/she shall be liable to the Association for compensation for any damages resulting therefrom

3. If an act committed in neglect of duties set forth in the preceding paragraph is committed pursuant to a resolution of the Board of Directors, the Directors who voted in favor of that resolution shall be deemed to have committed that act

4. The liability under paragraph 2 cannot be waived without the consent of all union members

5. Notwithstanding the provisions of the preceding paragraph, the liability under paragraph 2 may be exempted by resolution of the General Meeting of Representatives up to the amount specified by law if the officer in question acted in good faith and without gross negligence in performing his/her duties

6. In the case of the preceding paragraph, the directors must disclose the following matters at the general meeting of representatives referred to in the same paragraph

• The facts that caused the liability and the amount of compensation for which compensation is payable
• The limit on the amount that can be exempted pursuant to the provisions of the preceding paragraph and the basis for calculating it
• Reasons for exemption from liability and amount of exemption

7. In order for a director to submit a proposal to the general meeting regarding exemption from liability under paragraph 2 (limited to exemption from liability of directors), he/she must obtain the consent of each auditor

8. In the event that a resolution is made under paragraph 5, if the Association provides retirement benefits, etc. to the officers under that paragraph after the resolution, it must obtain approval from the General Meeting of Representatives

9. If an officer acts with malice or gross negligence in the performance of his/her duties, the officer shall be liable to compensate a third party for any damages caused thereby

10. When any of the following persons commits any of the acts specified in the relevant item, they shall be treated in the same manner as in the preceding paragraph, except where they prove that they did not neglect to exercise due care in committing the said act

• Directors The following actions:

  (a) Making a false statement or record regarding important matters that should be stated or recorded in the documents that should be prepared pursuant to the provisions of Article 31-9, Paragraphs 1 and 2 of the Act

  (b) False registration

  (c) False public announcement

• Auditor: False statements or records regarding important matters that should be stated or recorded in the audit report

  11 If an officer is liable to compensate for damages caused to the association or a third party, and other officers are also liable to compensate for such damages, they shall be considered joint and several debtors

(Self-dealing by directors, etc.)
Article 25 Directors must disclose material facts concerning the transaction to the Board of Directors and obtain its approval in the following cases:

• When a director intends to transact business with the association on his or her own behalf or on behalf of a third party
• When the association intends to guarantee the debts of a director or to enter into a transaction with a person other than a director that would result in a conflict of interest between the association and the director
• When a director intends to enter into a transaction that falls within the scope of the Association's business for himself or a third party

2. A Director who has conducted a transaction under any of the items of Paragraph 1 shall report important facts about the transaction to the Board of Directors without delay after the transaction

(Dismissal of Officers)
Article 26 A representative may request the dismissal of an officer with the joint signatures of one-fifth or more of the representatives, and if the request is approved by a majority of the attendees at the general meeting, the officer concerned shall lose his or her position.

2. Any request under the provisions of the preceding paragraph must be submitted to the Association in writing stating the reasons for dismissal

3. When a written request is submitted pursuant to the provisions of the preceding paragraph, the Chairman shall submit the request to the General Meeting of Representatives for discussion, send the written request to the relevant officer at least 10 days prior to the date of the General Meeting of Representatives, and provide the officer with an opportunity to make a defense at the General Meeting of Representatives

4. In the event that a request under paragraph 1 is made, the Board of Directors shall decide to convene an extraordinary General Meeting of Representatives within 20 days from the date of the request. In addition, if there is no one to perform the duties of a director or if a director fails to go through the procedures to convene a General Meeting of Representatives without a valid reason, the auditor shall convene the General Meeting of Representatives

(Remuneration of Officers)
Article 27 The remuneration of directors and auditors shall be determined by a resolution of the General Meeting of Representatives. In this case, the proposal submitted to the General Meeting of Representatives must clearly indicate the remuneration for directors and the remuneration for auditors.

2. Auditors may express their opinions regarding the auditors' remuneration at the general meeting of representatives

3 The method of calculating the remuneration under paragraph 1 shall be determined by rules

(Representative Director)
Article 28 The Board of Directors shall select a director from among the directors to represent this association (hereinafter referred to as the "Representative Director").

2. The Representative Director shall have the authority to take all judicial and extrajudicial actions relating to the business of this Association

(Chairman, Vice-Chairman, Executive Director, and Managing Directors)
Article 29 The directors shall consist of one Chairman, one Vice-Chairman, one Executive Director, and between 10 and 25 Managing Directors, elected by mutual vote at the Board of Directors meeting.

2. The Chairman of the Board of Directors shall oversee the operations of this Association in accordance with the decisions of the Board of Directors

3. The Vice President shall assist the President and act in his place in the event of an accident to the President

4. The Managing Director shall assist the Chairman and Vice Chairman in carrying out the business of this Association, and shall act in their place in the event of an accident to the Chairman or Vice Chairman

5. The Executive Directors shall assist the Chairman in carrying out the business of this Association, and in the event of an accident to the Chairman, Vice Chairman or Managing Director, they shall act in their place in accordance with the order previously determined by the Chairman

6. In the event of an accident to the Chairman, Vice Chairman, Managing Director or Executive Director, the Directors shall act in their place in accordance with the order previously determined by the Board of Directors

(Board of Directors)
Article 30 The Board of Directors shall be composed of directors.

2. The Board of Directors shall decide on the business operations of this Association and supervise the performance of the duties of the Directors

3. The Board of Directors shall be convened by the Chairman of the Board of Directors

4. Any director other than the Chairman may request the Chairman to convene a meeting of the Board of Directors by indicating the matters that are the purpose of the meeting

5. If a notice to convene a board meeting is not issued within five days from the date of a request made pursuant to the provisions of the preceding paragraph, specifying a date within two weeks from the date of the request, the director who made the request may convene the board meeting

6. Directors must report to the Board of Directors on the status of business execution at least once every three months

7. Other matters necessary for the operation of the Board of Directors shall be determined by rules

(Procedures for Convening Board Meetings)
Article 31 A meeting of the Board of Directors shall be convened by sending notice to each director and auditor at least one week before the date of the meeting. However, this period may be shortened in cases of urgent need.

2. The Board of Directors may convene a meeting without going through the convening procedure if all Directors and Auditors consent

(Matters requiring a resolution of the Board of Directors)
Article 32 Unless otherwise specifically provided for in these Articles of Incorporation, the following matters must be resolved by the Board of Directors:

• Important matters concerning the assets and business operations of this association
• Convening the general meeting and the general meeting of representatives and matters to be discussed at the general meeting and the general meeting of representatives
• Establishment, amendment, and abolition of rules that prescribe procedures for the execution of the property and business of this association and other matters necessary for the execution of the property and business of this association
• Determination of financial institutions
• In addition to the above, any other matters deemed necessary by the Board of Directors

(Method of voting by the Board of Directors)
Article 33 Resolutions of the Board of Directors shall be made by a majority vote of the directors who are entitled to vote, provided that a majority of such directors are present.

2. Directors who have a special interest in the resolution set forth in the preceding paragraph may not participate in the voting

3. When a Director makes a proposal regarding an item that is the subject of a resolution by the Board of Directors, and all Directors (limited to those who are eligible to vote on the item) express their consent to the proposal in writing or by electromagnetic record (excluding cases where an Auditor objects to the proposal), the proposal shall be deemed to have been resolved by the Board of Directors to pass

4. When a director or auditor notifies all directors and auditors of matters that should be reported to the board of directors, there is no need for them to report such matters to the board of directors

(Minutes of Board Meetings)
Article 34. Minutes of the proceedings of the Board of Directors shall be prepared, recording the matters prescribed by law, and the directors and auditors present shall sign or affix their seals to them.

2. If the minutes of the meeting set forth in the preceding paragraph are prepared as electronic records, the directors and auditors in attendance must sign them electronically

(Keeping of Articles of Association, etc.)
Article 35 This association shall keep the following documents at its office in accordance with the law.

• articles of incorporation
• Terms and Conditions
• Board of Directors Meeting Minutes
• Minutes of the General Meeting of Representatives
• Balance sheets, income statements, surplus appropriation plans or loss disposal plans (hereinafter referred to as "Financial Settlement Documents")

and business reports and their supporting schedules (including audit reports)

2. This union must prepare a list of members containing information required by law and regulations and keep it available at its office

3. When a member or a creditor of the Association (or, in the case of minutes of the Board of Directors meetings, a creditor of the Association with the permission of the court) makes a request to inspect or copy the documents during business hours in accordance with laws and regulations, the Association shall not refuse such request without a justifiable reason

(Duties and Powers of Auditors)
Article 36 Auditors shall audit the execution of duties by the directors. In this case, they shall prepare an audit report in accordance with the provisions of the law.

2. The auditor may, at any time, request reports on the business of the directors and employees of this association, or investigate the status of the association's operations and assets

3. When necessary to perform his/her duties, the auditor may request a subsidiary of the association to report on its business or investigate the business and financial status of that subsidiary

4. A subsidiary referred to in the preceding paragraph may refuse to submit a report or conduct an investigation referred to in the same paragraph if it has a justifiable reason

5. Auditors must attend meetings of the Board of Directors and, when they deem it necessary, express their opinions

6. If an auditor finds that a director has committed or is likely to commit an illegal act, or that there is a fact that violates laws and regulations or the articles of incorporation or that there is a grossly inappropriate fact, he/she must report this to the board of directors without delay

7 In the case of the preceding paragraph, if the auditor deems it necessary, he/she may request the director to convene a meeting of the board of directors

8 The provisions of Article 30, paragraph 5 shall apply mutatis mutandis to the auditor who makes the request under the preceding paragraph

9. At the general meeting of representatives, the auditor may express his/her opinion regarding the dismissal or resignation of the auditor

10. Any person who resigns from the position of auditor may attend the first general meeting of representatives convened after his/her resignation and state the reason for his/her resignation

11 The Chairman of the Board of Directors shall notify the person referred to in the preceding paragraph that he/she will convene the General Meeting of Representatives referred to in the same paragraph, as well as the date, time and place of the General Meeting of Representatives

12 The establishment, amendment, and abolition of rules regarding audits shall be carried out by the auditor and shall be approved by the general meeting of representatives

(Reporting Obligation of Directors)
Article 37 If a director discovers any fact that may cause significant damage to this association, he or she must immediately report it to the auditors.

(Injunction against the actions of directors by auditors)
Article 38 If a director engages in or is likely to engage in any act outside the scope of the purpose of this association or in violation of laws and regulations or the articles of incorporation, and there is a risk that such act will cause significant damage to the association, the auditors may request the director to cease such act.

2. In the case of the preceding paragraph, if the court issues a provisional disposition ordering the director referred to in said paragraph to cease such act, the director shall not be required to provide security

(Representative power of auditors)
Article 39 Notwithstanding the provisions of Article 28, paragraph 2, the auditors shall represent this association in the following cases:

• When this association files a lawsuit against a director or former director (hereinafter referred to as directors, etc. in this Article), or when a director, etc. files a lawsuit against the association
• When this association receives a request from a member who has been a member continuously for the past six months to file a lawsuit to pursue the liability of directors, etc
• When this association receives notice of a lawsuit from a member who has been a member for the past six months, which seeks to pursue the liability of directors, etc
• When this association receives notice of the settlement and a request for objections from the court in relation to a lawsuit filed by a member who has been a member continuously for the past six months, pursuing the liability of a director, etc

(Injunction against misconduct by a director by a member)
Article 40 A member who has been a member for six months or more may request a director to cease any conduct that is outside the scope of the cooperative's purpose or otherwise violates laws, regulations, or the articles of incorporation, if such conduct is likely to cause irreparable damage to the cooperative.

(Request for investigation by members)
Article 41 Members may, with the consent of 3% or more of all members, request the auditors to investigate the business and financial status of this cooperative.

2. When a request is made under the preceding paragraph, the auditor must conduct the necessary investigation

(Advisors)
Article 42 This association may have advisors.

2. The Advisor shall be appointed by the Chairman upon his/her recommendation and following a resolution of the Board of Directors

3. Advisors may respond to inquiries from the Chairman of the Board of Directors or attend Board of Directors meetings and express their opinions

4. Provisions regarding advisors will be determined separately by the Board of Directors

(Organizational Committee)
Article 43 This association shall have an organizational committee to ensure the smooth operation of the Board of Directors.

2. The Organizing Committee members shall be appointed and dismissed by the Chairman of the Board of Directors as decided by the Board of Directors

3. The Organizing Committee members shall assist the Directors in their work

4. The Organizing Committee members will belong to the Staff Committee, Graduate Student Committee, Hongo Student Committee, and Komaba Student Committee, and will form each committee

5. Provisions regarding the Organizing Committee will be determined separately by the Board of Directors

(Management Committee)
Article 44 This cooperative may appoint the following management committee members in order to reflect the opinions of its members on a daily basis:
a) Store Committee members b) Management Committee members c) Cooperative Committee members

2. The Steering Committee members shall be appointed by the Chairman of the Board of Directors following a resolution by the Board of Directors

3. Provisions regarding the Steering Committee will be determined separately by the Board of Directors

(Staff)
Article 45 The staff of this union shall be appointed and dismissed by the chairman of the board.

2. The service, salary and other matters concerning employees shall be determined by regulations

(Establishment of the General Assembly)
Article 46 This association shall establish a General Assembly to serve as a substitute for the General Meeting.

(Number of Representatives)
Article 47 The number of representatives shall be determined by the representative election regulations, not less than 180 and not more than 250.

(Election of Representatives)
Article 48 Representatives shall be elected from among the members in accordance with the regulations for the election of representatives.

(Replacement of Representatives)
Article 49. In the event that a representative becomes vacant, the replacement shall be in accordance with the provisions of the Representative Election Regulations.

(Performance of duties by representatives)
Article 50 Representatives, as representatives of the union members, must perform their duties faithfully, taking into account the will of the union members.

(Term of Office of Representatives)
Article 51 The term of office of representatives shall be one year. However, re-election is permitted.

2. Notwithstanding the provisions of the preceding paragraph, the term of office of an alternate representative shall be the remaining term of office of the predecessor

3. Even after the expiration of his/her term of office, the representative shall continue to perform his/her duties until his/her successor takes office

(List of Representatives)
Article 52 The directors shall prepare a list of representatives containing the names of the representatives and their electoral districts, and shall make it known to the members.

(Convening of the Ordinary General Meeting)
Article 53 The Ordinary General Meeting must be convened within three months from the end of each fiscal year.

(Convening of Extraordinary General Meetings)
Article 54 An extraordinary general meeting may be convened at any time when necessary, subject to a resolution of the Board of Directors. However, if the delegates, with the consent of one-fifth or more of them, submit a written request stating the matters to be discussed and the reasons for convening the meeting, the Board of Directors must decide to convene an extraordinary general meeting within 20 days from the date of the request.

(Convener of the General Assembly)
Article 55 The General Assembly shall be convened by the Chairman of the Board of Directors after a resolution by the Board of Directors.

2. When there is no Chairman or a Director acting in his place, or when a request is made under the preceding Article and the Director fails to go through the procedures to convene a General Meeting of Representatives without a valid reason, the Auditor must convene the General Meeting of Representatives

(Procedures for convening a general meeting)
Article 56 When a convener of a general meeting convenes a general meeting, they must determine the date, time, place and other matters prescribed by law.

2 Decisions on the matters set forth in the preceding paragraph must be made by resolution of the Board of Directors, except as provided for in the following paragraph

3. When the Auditor convenes a General Meeting of Representatives pursuant to the provisions of Paragraph 2 of the preceding Article, decisions on the matters set forth in Paragraph 1 must be made by unanimous consent of all Auditors

4. To convene a general meeting of representatives, the convener of the general meeting of representatives must issue a written notice to the representatives containing the matters set forth in paragraph 1 at least 10 days prior to the date of the general meeting of representatives

5. When notifying the convening of an ordinary general meeting of representatives, the representatives must be provided with financial statements and business reports (including audit reports) approved by the Board of Directors, as prescribed by law

(Investigation of proposals and documents submitted to the general meeting)
Article 57 The auditors shall investigate proposals, documents and other matters prescribed by law that the directors intend to submit to the general meeting. In this case, if they find that there are matters that violate laws or regulations or the articles of incorporation, or that are significantly inappropriate, they shall report the results of their investigation to the general meeting.

(Resolution to postpone or continue the meeting of the General Assembly)
Article 58 The meeting of the General Assembly may be postponed or continued by a resolution of the General Assembly. In this case, the provisions of Article 56 shall not apply.

(Matters to be decided by the General Assembly)
Article 59 Unless otherwise specifically provided in these Articles of Association, the following matters must be decided by the General Assembly:

• Changes to the Articles of Incorporation
• Establishment, change and abolition of the terms
• Dissolution and merger
• Setting and changing the budget and business plan for each fiscal year
• Decrease in investment amount
• Business reports and financial statements
• Joining or leaving associations and other organizations

2. Notwithstanding the provisions of the preceding paragraph, in order to carry out the businesses set forth in each item of Article 3, this Association may join or withdraw from other organizations that are deemed necessary, and which do not require large amounts of capital contributions, membership fees, or membership dues, by resolution of the General Meeting of Representatives, and make such membership a matter for resolution by the Board of Directors

3. In accordance with the provisions of Article 56, Paragraph 4, the General Meeting of Representatives shall only vote on matters that have been notified in advance. However, this does not apply to minor and urgent matters other than those that are subject to resolution at the General Meeting of Representatives under these Articles of Incorporation

4. Notwithstanding the provisions of Paragraph 1, the following matters may be amended from among the articles of association without a resolution of the General Meeting of Representatives. In such cases, the methods of notifying members, publicizing, or otherwise informing them of the contents of changes to matters that do not require a resolution of the General Meeting of Representatives shall be in accordance with Articles 87 and 88

• Reorganization of provisions in accordance with amendments to relevant laws and regulations (limited to amendments that do not involve substantial changes to the content of the relevant laws and regulations, such as the movement of clauses)

(Requirements for a General Meeting of Representatives)
Article 60 A General Meeting of Representatives cannot open its doors or make decisions unless half of the representatives are present.

2. If the number of representatives required in the preceding paragraph is not present, the Board of Directors must decide to convene another general meeting of representatives within 20 days from the date of the previous general meeting. In this case, the provisions of the preceding paragraph shall not apply

(Officers' Duty to Explain)
Article 61. When an officer is requested by a representative to explain a specific matter at a general meeting of representatives, the officer must provide the necessary explanation regarding that matter. However, this shall not apply in the following cases:

• When the matter for which the representative requests an explanation is not related to the purpose of the meeting of representatives
• If providing such an explanation would significantly harm the common interests of the members
• When it is necessary to investigate the matter for which the representative has requested an explanation. However, this does not apply if the representative notifies the union of the matter a reasonable period of time before the date of the representative meeting, or if the investigation required to provide an explanation for the matter is significantly easy
• If providing an explanation on the matter requested by the representative would infringe on the rights of the union or other persons (excluding the union member in question)
• When a representative repeatedly requests explanations on substantially the same matter at the representative meeting
• In addition to the cases listed above, there are legitimate reasons for not providing an explanation on matters requested by the representative

(Voting Rights and Election Rights)
Article 62 Each representative shall have one voting right and one election right, regardless of the number of shares they hold.

(Method of voting at the General Assembly)
Article 63 The proceedings of the General Assembly shall be decided by a majority vote of the delegates present, and in the event of a tie, the decision shall be made by the chairperson.

2. The chairman of the General Meeting of Representatives shall be elected at each meeting from among the members (representatives) present

3. The chairperson does not have the right to participate in the voting of the general meeting as a representative

4. When a resolution is made at a general meeting of representatives, the chairperson shall not be included in the number of representatives present regarding that resolution

(Method of Special Decisions at the General Meeting)
Article 64 The following matters must be decided by a two-thirds majority of the delegates present, provided that more than half of the delegates are present.

• Changes to the Articles of Incorporation
• Dissolution and merger
• Expulsion of a member
• Transfer of the entire business
• Exemption from liability of officers as provided for in Article 24, Paragraph 5

(Exercise of voting rights and election rights in writing or by proxy)
Article 65 A representative may exercise voting rights or election rights in writing or by proxy with respect to matters notified in advance pursuant to the provisions of Article 56, paragraph 4. However, only members of the association may act as proxies.

2. Any person who exercises voting rights or the right to vote pursuant to the provisions of the preceding paragraph shall be deemed to be present

3. Any person who exercises voting rights or voting rights in writing pursuant to the provisions of paragraph 1 must clearly state in writing his or her vote for or against the matters notified in advance pursuant to the provisions of Article 56, paragraph 4, or the names of the officers to be elected, and submit the written statement to this Association in accordance with the provisions of the regulations pursuant to the provisions of Article 69 or Article 20, paragraph 1

4. An agent may not represent more than three representatives

5. The agent must submit to the Association a document certifying his/her authority to act as agent

(Right of Members to Speak)
Article 66 Members may attend the General Assembly and speak with the permission of the Chairperson. However, they shall not have voting rights or election rights except when attending the General Assembly as a representative of a delegate.

(Minutes of the General Meeting)
Article 67. Minutes of the General Meeting shall be prepared, containing matters prescribed by law, and the director who prepared them and the chairperson shall sign or affix their seal to them.

(Resolution for dissolution or merger)
Article 68 When a resolution for the dissolution or merger of the cooperative is made at the general meeting of representatives, the directors shall notify the members of the contents of the resolution within 10 days from the date of the resolution.

2. In the event that a resolution under the preceding paragraph is made, if a member requests the convening of a general meeting by obtaining the consent of at least one-fifth of the total number of members and submitting to the board of directors a document stating the purpose of the meeting and the reasons for the convening, the board of directors shall resolve to convene a general meeting within three weeks from the date of the request. In this case, the document shall be submitted within one month from the date of the resolution of the general meeting of representatives regarding the matters related to the notice under the preceding paragraph

3. If a director fails to take the steps to convene a general meeting without a valid reason within two weeks from the date of the request under the preceding paragraph, the auditor shall convene a general meeting

4. If the matters related to the notification in Paragraph 1 are not approved at the general meeting of the preceding two paragraphs, the resolution of the general meeting of representatives regarding such matters shall become invalid

(Regulations for the Operation of the General Meeting and the General Assembly)
In addition to what is stipulated in these Articles of Association, matters necessary for the operation of the General Meeting and the General Assembly shall be stipulated in the Regulations for the Operation of the General Meeting and the General Assembly.

(Use of the business)
Article 70 Any person belonging to the same household as a member shall be deemed to be a member for the purposes of using the business of this cooperative.

(Items of business, etc.)
Article 71 The items of goods necessary for daily life as stipulated in Article 3, item 1 shall be books, educational equipment, school supplies, stationery, electrical appliances, furniture, clothing, leather products, cosmetics, daily necessities, sporting goods, musical instruments, photographic supplies, photo processing services, photocopying, watches, beverages, food products, postcards and stamps, tobacco, alcoholic beverages, rice, goods brokered by play guides, and other goods necessary for the daily lives of union members.

2 The types of common facilities useful for daily life as defined in Article 3, paragraph 2 shall be dining halls and cafes

3 The activities aimed at promoting mutual aid in daily life as provided for in Article 3, paragraph 4, shall be as follows:

• A contracted mutual aid business that undertakes part of the operations of the Japan Co-op Mutual Aid Consumers' Cooperative Union's Student Comprehensive Mutual Aid Business, Short-Term Life Mutual Aid Business, and Short-Term Fire Mutual Aid Business

(Fiscal Year)
Article 72 The fiscal year of this association shall be from March 1st to the end of February of the following year.

(Financial Processing)
Article 73 This cooperative shall process its finances in accordance with laws and regulations and the rules concerning the accounting of this cooperative, and shall prepare financial statements and their accompanying schedules.

(Disclosure of Income and Expenditure)
Article 74 This association shall disclose its income and expenditure for each type of business it conducts.

(Legal Reserves)
Article 75 This cooperative shall set aside a legal reserve of an amount equivalent to at least one-tenth of the surplus for each fiscal year, until it reaches an amount equivalent to one-half of the total capital contributions. However, in this case, if there are carried-forward losses, the amount of reserves to be set aside shall be calculated based on the amount obtained by deducting the amount to be used to cover those losses from the surplus for the fiscal year in question.

2. The statutory reserve under the provisions of the preceding paragraph may not be withdrawn except in the case of using it to cover a deficit

(Carryover Funds for Educational Projects, etc.)
Article 76 This cooperative shall carry over an amount equivalent to at least one-twentieth of the surplus for each fiscal year as carryover funds for educational projects, etc. to the following fiscal year, and shall use it to cover the expenses of the projects specified in Article 3, item 5 of the fiscal year in which it is carried over. In addition, all or part of it may be used to support projects that contribute to the improvement of welfare activities carried out in the region and within the area of ​​this cooperative with the mutual cooperation of the members.

2. The provisions of the proviso to Paragraph 1 of the preceding Article shall apply mutatis mutandis to the calculation of the amount of carryover funds pursuant to the provisions of the preceding Paragraph

(Rebate of Surplus)
Article 77 This cooperative may rebate any surplus to its members in proportion to the amount of the cooperative's business used by each member or the amount of capital contributed by each member.

(Rebates based on usage)
Article 78 Rebates of surplus funds based on the usage of cooperative businesses (hereinafter referred to as "usage-based rebates") may be made with respect to the surplus funds for each fiscal year, after offsetting carried-forward losses and deducting the amount to be set aside as legal reserves pursuant to Article 75, Paragraph 1, the amount to be set aside as legal reserves pursuant to Article 76, Paragraph 1, and the amount to be carried forward as educational business, etc., carried-forward funds pursuant to Article 76, Paragraph 1 (hereinafter referred to as "amount of legal reserves, etc."), if there is still a remaining balance.

2. Usage rebates will be made according to the amount of usage of the association's business by the member in each business year

3. This association shall issue receipts (usage vouchers, receipts, etc.) to members who use association services to certify the amount of services used each time they use association services

4. This association will not provide a rebate on the amount of use of the association's services unless it has confirmed that the total amount of use of the association's services by the member is 50% or more of the association's total business amount

5. When the General Meeting of Representatives has resolved to provide a usage rebate and the amount of the usage rebate, the Association shall promptly notify its members of the ratio of the usage rebate to the usage amount and the method for claiming the usage rebate

6. When this Association makes a usage rebate, it shall set aside an amount equivalent to the amount to be rebated as usage rebate

7. When a member wishes to claim a usage rebate from the Association based on the announcement in Paragraph 5, he/she must submit the receipt (usage ticket, receipt, etc.) issued in accordance with the provisions of Paragraph 3 within six months from the end of the general meeting of representatives at which the resolution to grant the usage rebate was made

8. When a request is made pursuant to the preceding paragraph, the Association shall withdraw the usage rebate by the last day of the fiscal year following the fiscal year in which the usage rebate was accumulated pursuant to the provisions of paragraph 6, and pay the usage rebate to each Member in accordance with the amount of usage of the Service confirmed by the receipts (usage vouchers, receipts, etc.) submitted pursuant to the provisions of the preceding paragraph

9. In cases where the amount of usage for each member is clear in advance, the Association may make the payment set forth in the preceding paragraph, notwithstanding the provisions of paragraph 7, by deeming that a usage rebate has been requested by the member

10. If the Association intends to make a usage rebate pursuant to the provisions of the preceding two paragraphs, and is unable to make payment within the period specified in paragraph 8 due to reasons other than those attributable to the Association, the member in question will be deemed to have waived his or her right to claim the usage rebate as of the last day of that period

11. This Association shall include in the business surplus for the fiscal year following the fiscal year in which it is unable to refund the amount of usage rebates for each fiscal year within the period specified in paragraph 8

(Rebates in accordance with the amount of capital contributed)
Article 79 Rebates of surplus in accordance with the amount of capital contributed (hereinafter referred to as "investment dividends") may be made for the amount obtained by deducting the amount of legal reserves, etc. from the surplus for each business year, or by adding or subtracting carried-forward surplus or carried-forward losses to the deficit for the business year, and further adding the amount of voluntary reserves drawn down.

2. Dividends on capital contributions shall be paid in accordance with the amount of capital contributions paid in by the members at the end of each business year

3. The amount of capital dividends shall be within 10% per year of the amount of capital already paid in

4. When the General Meeting of Representatives has resolved to pay a capital dividend and the amount of the capital dividend, the Association shall promptly announce to its members the ratio of the capital dividend to the amount of paid-up capital and the method for claiming the capital dividend

5. When a member wishes to claim a capital dividend from the Association based on the notice in the preceding paragraph, he/she must do so within six months from the end of the general meeting of representatives at which the resolution to pay a capital dividend was made

6. When a request is made as set forth in the preceding paragraph, this association shall pay the capital dividend without delay

7. In cases where the payment method has been clearly determined in advance, the Association may make the payment set forth in the preceding paragraph, notwithstanding the provisions of paragraph 5, by deeming that a request for dividends on contributions has been made by the member

8. If this Association intends to pay a capital dividend pursuant to the provisions of the preceding two paragraphs, but is unable to make the payment due to reasons other than those attributable to this Association, the member in question shall be deemed to have waived his or her right to claim a capital dividend, unless the claim is made within two years from the date of the conclusion of the general meeting of representatives specified in paragraph 4

(Rounding of fractions)
Article 80 When calculating the amount of rebates under the provisions of the preceding two articles, if the amount of rebates for each member results in a fraction of less than 10 yen, that fraction shall be rounded down.

(Other Disposition of Surplus)
Article 81 If, after the distribution of surplus to the members in accordance with the provisions of Article 77, there is still a surplus, the cooperative shall set aside the remaining surplus at its discretion or carry it over to the next fiscal year.

(Compensation for deficits)
Article 82 When a deficit occurs in this association, it shall compensate for it by drawing down the carried-over surplus, the reserves accumulated in accordance with the provisions of the preceding article, and the statutory reserves in that order.

(Prohibition of Speculative Trading, etc.)
Article 83 This partnership shall not engage in speculative management or speculative trading of its assets, regardless of the name under which it does so.

(Disclosure of Information to Members)
Article 84 This cooperative shall disclose to its members information regarding its business and financial status in accordance with the rules established by this cooperative.

(Dissolution)
Article 85 This association shall be dissolved for the following reasons, in addition to by a resolution of the general assembly:

• Impossibility of success of the intended business
• merger
• Decision to commence bankruptcy proceedings
• Dissolution order of administrative agency

2 In addition to the reasons set forth in the preceding paragraph, this Union will be dissolved when the number of members (excluding members pursuant to the provisions of Article 6, Paragraph 2 and students pursuant to the provisions of Article 6, Paragraph 1) falls below 20

3. When the Association is dissolved (except due to bankruptcy), the directors must notify the members of the dissolution without delay and make a public announcement to that effect

(Disposition of Residual Assets)
Article 86 In the event that this cooperative is dissolved (excluding cases due to merger or bankruptcy), the residual assets (meaning the assets remaining after all debts have been paid off from the assets of this cooperative at the time of dissolution) shall be distributed to the members in proportion to the amount of capital contributed. However, if the general meeting of representatives makes a different resolution regarding the disposition of residual assets, that resolution shall prevail.

(Method of Public Notice)
Article 87 Public notices of this association shall be made by posting them in front of the office of this association.

2. Notices concerning matters that are required by law to be published in the Official Gazette shall be published in the Official Gazette and made in the manner prescribed in the preceding paragraph

(Notices and demands from the union to its members)
Article 88 Notices and demands from this union to its members shall be sent to the address of the person recorded in the member register, or to the place or contact where the person has separately notified this union of a place or contact where they wish to receive notices or demands.

2. When this Association gives notice or demand pursuant to the provisions of the preceding paragraph, it shall be deemed to have reached the members at the time when it would normally reach the members

(Implementing Rules)
Article 89 In addition to what is stipulated in these Articles of Association and Bylaws, the procedures for the execution of the property and business of this association, and other matters necessary for the execution of the property and business of this association shall be prescribed by rules.

(Date of Implementation)

1. These Articles of Incorporation shall come into effect on June 2, 2001.
Partially revised on June 5, 2004. Partially revised
on May 31, 2008. Partially revised
on March 5, 2009. Partially revised
on July 20, 2012.
Partially revised on June 7, 2019.
Partially revised on June 15, 2020.
Partially revised on November 26, 2021.
Article 3 of these Articles of Incorporation shall come into effect on the date of approval by the Governor of Tokyo (June 23, 2022), and Article 71, Paragraph 3 shall come into effect on October 1, 2022.

2. This amendment to the Articles of Incorporation shall take effect on the date of approval of the amendment to the Articles of Incorporation, except as provided for in the Supplementary Provisions of the Revised Consumer Cooperative Law, which came into effect on April 1, 2008

(General Provisions)
Article 1 This regulation, based on Article 30 of the Articles of Association, stipulates matters concerning the operation of the Board of Directors of the University of Tokyo Consumer Cooperative (hereinafter referred to as "the Cooperative").

2. Any matters concerning the operation of the Board of Directors that are not provided for in laws, regulations, the Articles of Incorporation or these Rules shall be determined by the Board of Directors or by the Chairperson

(Duties and Powers)
Article 2 The Board of Directors shall decide on the execution of the union's business and supervise the execution of duties by the directors.

(Composition and Attendance)
Article 3 The Board of Directors shall be composed of all directors.

2. Auditors are obligated to attend meetings of the Board of Directors and express any necessary opinions, but may not participate in voting or elections

3. When the Board of Directors deems it necessary, it may have persons other than directors and auditors attend and request their opinions or explanations

(Meetings)
Article 4 The Board of Directors shall meet regularly at least 10 times a year. However, it may meet on an extraordinary basis when the Chairman deems it necessary.

(Convener)
Article 5 The Board of Directors shall be convened by the Chairman. However, if the Chairman is unable to perform his/her duties, the Board shall be convened by a person acting on his/her behalf, as stipulated in Article 29 of the Articles of Incorporation.

2. In accordance with Article 30 of the Articles of Incorporation, when a Director requests the convening of a Board of Directors meeting, if the Board of Directors meeting is not convened within five days from the date of the request, with a date within two weeks from the date of the request, the Director who made the request may convene the Board of Directors meeting

3. When an auditor requests the convening of a board of directors meeting pursuant to the provisions of Article 36, Paragraph 7 of the Articles of Incorporation, the provisions of the preceding paragraph shall apply mutatis mutandis

(Convening Procedures)
Article 6 In order to convene a meeting of the Board of Directors, notice must be given to each director and auditor at least one week before the date of the meeting. However, this period may be shortened in cases of urgent need.

2. Notwithstanding the provisions of the preceding paragraph, the Board of Directors may omit the convening procedure if all Directors and Auditors agree

3. The notice of the meeting of the Board of Directors under paragraph 1 may be given by electromagnetic means

(Chairperson)
Article 7 The chairperson of the Board of Directors shall be the President. However, in the event that the President is unable to perform his/her duties, the person acting on behalf of the President shall be in accordance with Article 29 of the Articles of Incorporation.

2. Notwithstanding the provisions of the preceding paragraph, the Chairman may designate a Director to act as Chairperson

(Requirements for Establishment and Voting)
Article 8 Resolutions of the Board of Directors shall be made by a majority vote of the directors who are entitled to vote, provided that a majority of such directors are present.

2. Directors may not exercise their voting rights or voting rights in writing or by proxy

3. Directors who have a special interest in the resolutions under paragraph 1 shall not have the right to participate in the resolutions of the Board of Directors

4. In the event that a Director proposes an item that is the subject of a resolution by the Board of Directors, and all Directors (limited to those who are eligible to vote on the item) express their consent to the proposal in writing or by electromagnetic record, and no Auditors raise any objections, the Board of Directors shall be deemed to have resolved to pass the proposal on the day on which all Directors have expressed their consent to the proposal in writing or by electromagnetic record

(Matters requiring resolution)
Article 9 In addition to matters stipulated by law or the articles of incorporation, the following matters must be resolved by the Board of Directors:

(1)

Matters concerning the appointment and treatment of full-time directors

(2)

Matters concerning business execution and management policies and important policies based on business plans

(3)

Matters concerning the opening and closing of business establishments

(4)

Matters concerning joining or withdrawing from other organizations with investments and membership fees of 5 million yen or less and annual membership fees of 2 million yen or less (as decided at the 2013 General Meeting)

(5)

Important contractual matters

(6)

Important litigation matters

(7)

Matters concerning the acquisition, modification, repair and disposal of fixed assets worth 5 million yen or more per item

(8)

Matters regarding donations of 100,000 yen or more

(9)

Basic matters regarding fund management

(10)

Matters concerning loans of 100 million yen or more per loan

(11)

Matters concerning debt guarantees outside of ordinary business

(12)

Matters delegated to the Board of Directors by resolution of the General Meeting of Representatives

(13)

Matters that require a resolution by the Board of Directors under other regulations or rules

(14)

Other matters deemed necessary by the Board of Directors

(Reporting)
Article 10 The chairperson shall report the following matters to the board of directors:

(1)

Matters concerning the status of business execution

(2)

Matters concerning the implementation status of matters decided by the Board of Directors

(3)

Matters on which the Board of Directors specifically requested a report

(4)

Matters that must be reported to the Board of Directors under laws, regulations or the Articles of Incorporation

(5)

Other matters deemed particularly necessary

2. When necessary to make the report set forth in the preceding paragraph, the Chairman may have another officer or employee, organizing committee member, etc. make the report

3. When a director notifies all directors and auditors of matters that should be reported to the board of directors, he/she is not required to report those matters to the board of directors

(Standing Board of Directors)
Article 11 The Board of Directors shall establish a Standing Board of Directors, which shall consist of the Executive Director and the Managing Director.

2. The Executive Committee shall assist the Chairman in the execution of daily business operations and matters decided by the Board of Directors

(Subcommittees)
Article 12 The Board of Directors may establish subcommittees to consider specific matters.

2. The chairperson and members of the subcommittee shall be appointed by the Board of Directors

3. The subcommittee shall report to the Council on the results of its consideration of the matters referred to it

(Decision by Executive Director)
Article 13 Even if a matter is to be decided by the Board of Directors, if it requires urgent action and there is no time to convene the Board of Directors, the Chairman or Executive Director shall make the decision by executive director. In this case, the Chairman or Executive Director may convene the Standing Board of Directors to seek deliberation.

2. When the Chairman or Managing Director makes a decision pursuant to the preceding paragraph, he/she must report the details to the next Board of Directors meeting and obtain approval

(Minutes)
Article 14 The chairperson shall prepare minutes in accordance with laws and regulations and the provisions of the articles of incorporation.

2. The minutes of the meeting referred to in the preceding paragraph must be signed or stamped by all directors and auditors present

(Observation)
Article 15 The chairperson may allow observation of the board of directors' meetings when he or she deems it necessary.

(Amendment and Repeal)
Article 16. Amendments or repeal of these regulations require a resolution by a majority of two-thirds or more of the directors present at a board meeting.

(Revised Supplementary Provisions) This regulation shall come into effect on July 25, 2001.
This regulation was partially revised on September 3, 2003.
This regulation was partially revised on July 22, 2009.
This regulation was partially revised on November 24, 2016.
This regulation was partially revised on November 28, 2018.
This regulation was partially revised on November 21, 2023.

(Purpose)
Article 1 This agreement, based on the Consumer Cooperative Law (hereinafter referred to as the "Cooperative Law") and the Articles of Incorporation, stipulates the election and replacement of directors and auditors (hereinafter referred to as "officers") of the University of Tokyo Consumer Cooperative (hereinafter referred to as the "Cooperative").

(Number of Officers)
Article 2 The officers to be elected shall consist of 30 directors and 11 auditors.

(Ineligible persons)
Article 3 In addition to persons who are ineligible to become officers under the provisions of the Consumer Cooperative Law, the following persons are not eligible to be elected as officers.

• A person who has been declared bankrupt and has not yet had his/her rights restored
• minor

2. However, this does not apply to persons who fall under item 2 of the preceding Article, if they submit a document bearing the name and seal of their legal representative with the consent of their legal representative when running for office

(Board Member Election Management Committee)
Article 4 The Chairman of the Board shall, with the approval of the Board of Directors, appoint five to seven Board Member Election Management Committee members (hereinafter referred to as "Committee Members" in this Article) from among the members (including officers and employees; the same applies hereinafter) in order to manage and operate the board member elections.

2. The term of office for committee members shall be one year, but they may be reappointed

3. In the event of a vacancy on the committee, a substitute member shall be appointed to fill the vacancy. The term of office of the substitute member shall be the remaining term of the predecessor

4. The members shall form an Officer Election Management Committee (hereinafter referred to in this Article as the "Committee"), and the Committee shall elect one Officer Election Management Chairman from among its members

5. A committee shall be formed with the attendance of more than half of the members, and decisions of the committee shall be made by a majority of more than two-thirds of the members present

6. The Committee shall manage and administer the election of officers in accordance with these regulations, report the progress and results to the Board of Directors and the General Meeting of Representatives, and make any necessary announcements

7. In carrying out its duties, the Committee must strictly ensure the fairness of the election and the impartiality among the candidates

(Eligibility to be elected)
Article 5 Those who are eligible to be elected as officers and can run for office are those who are members of the union on the day the announcement is made pursuant to Article 7. However, officers and employees of the union (excluding those who attend school or work at the National University Corporation Tokyo) may not become candidates unless they have been recommended by the Board of Directors.

2. Members of the Election Management Committee may not become candidates, except in the event that they resign from their position as an Election Management Committee member

(Election Procedures)
Article 6. When an election of officers is held due to the expiration of their term, an announcement of the election will be made at least 28 days before the date of the ordinary general meeting in which the election will be held, the election will be conducted at the general meeting, and the winners will be confirmed at the general meeting. The specific date will be determined by the Officer Election Management Committee.

(Announcement of Election)
Article 7 The announcement of election shall include the following matters:

• Quota of officers
• Candidate application period and procedure
• Other necessary matters

2. The final day of the acceptance period under item 2 of the preceding paragraph must be at least seven days (excluding Saturdays, Sundays, and public holidays) after the date of the announcement under the preceding paragraph

(Notification of Candidacy)
Article 8 Any member who wishes to run for director or auditor must fill in the necessary information on the form prepared by the Officer Election Management Committee (hereinafter referred to as the "prescribed form") during the publicly announced application period and submit it to the Chairman of the Officer Election Management Committee.

2. When a member wishes to nominate another person as a candidate for director or auditor, he/she may, with the consent of the person, fill out the necessary information on the designated form and submit a notification of recommendation within the period specified in the preceding paragraph

3. When the Officer Election Management Committee has established and publicly announced an electronic method for submitting candidacy or recommendations, any member who wishes to submit candidacy or recommendations may do so by that electronic method, notwithstanding the provisions of the preceding paragraphs

(Prohibition of running for multiple positions simultaneously)
Article 9 Any person who has run for office as a director or auditor, agreed to be nominated as such by a member, or agreed to be nominated as such by the board of directors, may not run for office as an auditor or director, agree to be nominated as such by a member, or agree to be nominated as such by the board of directors, respectively.

(Recommendation of candidates for directors and auditors other than members)
Article 10 The Board of Directors may, with the consent of the individuals concerned, recommend candidates for directors or auditors as defined in Article 2 from among members or non-members.

2 The recommendation under the preceding paragraph shall be decided by a resolution of the Board of Directors. However, when the Board of Directors recommends candidates for auditor, it shall endeavor to hear the opinions of the auditors before making such a recommendation

3. A candidate who has received a recommendation under paragraph 1 shall fill out the necessary information on the designated form during the publicly announced application period and notify the Chairman of the Election Management Committee of his/her acceptance of the recommendation. However, if there is a valid reason for delay in submitting the notification, the candidate may submit the notification promptly after the end of the application period with the approval of the Chairman of the Election Management Committee

4. The provisions of Article 8, Paragraph 3 shall apply mutatis mutandis to candidates who wish to make the notification set forth in the preceding paragraph. The provisions of Paragraph 3 shall apply mutatis mutandis to candidates who wish to make the notification set forth in the preceding paragraph

(Election Campaigns)
Article 11 Election campaigns must be conducted in accordance with the instructions of the Executive Election Management Committee.

2. When conducting an election campaign, if there is any doubt regarding the relationship with the instructions of the Officers Election Management Committee pursuant to the preceding paragraph, the ruling of the Officers Election Management Committee must be followed

3 The instructions under paragraph 1 must be given to the candidate in writing together with the candidate's notification of candidacy

4. Unless there are special circumstances, the voter list will in principle be the representative list, and will be provided to candidates at least 16 days before the officer election

(Elections)
Article 12 Elections shall be held at the General Assembly.

2. Representatives attending the General Meeting of Representatives (including representatives participating by written ballot under Article 13 and representatives participating by proxy; the same applies hereinafter) shall vote anonymously, with each representative being entitled to one vote

3. Representatives may vote for a number of candidates equal to or less than the quorum. If they vote for a number of candidates exceeding the quorum, all votes will be invalid

4. If the number of candidates is within the quota, a vote of confidence will be held

(Written Voting)
Article 13 The exercise of the right to vote by written ballot as stipulated in Article 65 of the Articles of Association shall be carried out by enclosing a written document clearly indicating the name of the officer to be elected (however, it must be a ballot prepared by the Officer Election Management Committee) in an envelope, signing or affixing a name and seal to the envelope, and submitting it to the Chairman of the Officer Election Management Committee before the opening of the General Assembly.

2. Notwithstanding the provisions of the preceding paragraph, a representative (including a person delegated by a representative) who leaves a general meeting of representatives during the meeting may, at the time of leaving, submit in writing the voting rights to be exercised after leaving

(Invalid Votes)
Article 14 The following votes shall be invalid:

• Those not using ballots prepared by the Officers Election Management Committee
• Violation of the prescribed voting method

(Vote Counting Observers)
Article 15. Candidates may designate vote counting observers from among those listed on the voter register.

2. Candidates cannot serve as vote-counting observers

(Determination of Winners)
Article 16 If the number of candidates exceeds the number of seats, the winners will be determined from among those who have received a majority of the valid votes, by the following method:

• If there are five or fewer faculty/staff union member candidates, the Directors will declare all of them elected. If there are six or more faculty/staff union member candidates, the Directors will declare the top five candidates with the most votes elected. In the event of a tie in votes, the winner will be determined by drawing lots
• If there is only one candidate who is a working member of the union, excluding those elected under (1), that candidate will be declared elected. If there are two or more candidates who are working members of the union, excluding those elected under (1), the candidate with the highest number of votes will be declared elected. If the number of votes is the same in determining the winner, the winner will be determined by drawing lots
• If there are three or fewer union candidates who are faculty and staff members, the auditors will declare all of them elected. If there are four or more union candidates who are faculty and staff members, the auditors will declare the three candidates with the highest number of votes elected. If there are a tie in the number of votes, the winner will be determined by drawing lots
• The election of candidates other than those elected under (1), (2), and (3) shall be determined by the number of valid votes cast. However, if the lowest-ranked candidates receive the same number of votes, the election of the candidate shall be determined by drawing lots

2. When a vote of confidence is held under Article 12, paragraph 4, the person who receives the confidence of a majority of the representatives attending the general meeting of representatives shall be declared elected

(Withdrawal of Candidacy or Acceptance of Recommendation)
Article 17 A person who has become a candidate may withdraw his or her candidacy or acceptance of recommendation at any time until the winner is determined by notifying the Chairman of the Executive Election Management Committee.

2. In the event of a cancellation under the preceding paragraph, the preparations, voting, etc. for a written ballot that have already been carried out shall be deemed not to have been carried out except for the part that concerns that person

(Reporting to the General Assembly and Public Notice)
Article 18 The Chairman of the Board of Directors Election Committee shall report the results of the board of directors election to the General Assembly and make a public notice to the members within 14 days.

(Decline of Appointment)
Article 19 If an elected officer declines to assume office, or fails to assume office due to loss of qualifications or other reasons, the next highest-ranking person shall be declared the elected officer by the decision of the Officer Election Management Committee, and the Chairman of the Officer Election Management Committee shall make an announcement to that effect.

(Appointment)
Article 20 Those elected at the Ordinary General Meeting shall assume office as officers when the Ordinary General Meeting concludes.

(Measures when a representative assumes office)
Article 21 When a representative assumes office, he/she shall resign from his/her position as representative at the time of his/her appointment.

(Objections)
Article 22 Objections concerning elections shall be made in writing or orally to the chairperson of the Executive Election Management Committee before the conclusion of the General Assembly.

2. The ruling on the objection will be made by the Officers Election Management Committee and will be notified to the objector by the time the General Meeting of Representatives is concluded

3. If the result of the ruling is that the election of a particular candidate should be invalidated, the Officers Election Management Committee will invalidate that election and advance the runner-up to the position of winner

(Preparation and preservation of election records)
Article 23 The Chairman of the Election Management Committee shall prepare election records containing all matters related to the election, and the documents shall be stored in the manner prescribed by the "Document Handling and Preservation Regulations."

(By-elections)
Article 24 When a by-election is held, the preceding articles shall apply mutatis mutandis.

(Details)
Article 25 The handling of administrative matters concerning the management and operation of elections that are not stipulated in laws and regulations, the articles of incorporation, and these officer election regulations shall be decided by the Officer Election Management Committee.

(Amendment and Repeal)
Article 26 Amendments and repeal of these regulations shall be made by a resolution of the General Assembly.

(Effective Date)
1. These regulations shall come into effect on July 1, 1972.
1. These regulations were partially revised on June 1, 1974. 1. These regulations were
partially revised on June 3, 1978.
1. These regulations were partially revised on November 25, 1978.
1. These regulations were partially revised on June 1, 1985. 1. These regulations were partially revised
on June 7, 1997. 1.
These regulations were partially revised on June 8, 2002. 1.
These regulations were partially revised on June 5, 2004.
1. These regulations were partially revised on May 31
, 2008. 1. These regulations were partially revised on June 6, 2009.
1. These terms and conditions were partially revised on December 8, 2012.
1. These terms and conditions were partially revised on December 16, 2017.
1. These terms and conditions were partially revised on May 23, 2020.

(Effective Date)
1. This amendment to the regulations shall come into effect on the date of the resolution of the General Assembly. (Resolution of the General Assembly on May 31, 2025)

(Transitional measures)
2. With regard to the conduct of elections for which public notice under Article 7 has been issued at the time of the enforcement of this amendment to the regulations, the previous regulations shall continue to apply.

(General Provisions)
Article 1 These regulations, based on the Consumer Cooperative Law and the Articles of Incorporation, stipulate the operation of the General Assembly of the University of Tokyo Consumer Cooperative (hereinafter referred to as "the Cooperative").

2. When there are no provisions in the laws, regulations, articles of incorporation or these regulations, the General Meeting of Representatives shall decide on each occasion

3. The Chairperson shall decide all matters other than those determined by law, the Articles of Incorporation, these Bylaws and the General Meeting of Representatives

(Verification of Eligibility)
Article 2 A delegate who actually attends a general meeting shall have their eligibility verified at the reception desk of the general meeting venue in accordance with the method prescribed by the union and be issued a delegate certificate.

2. An agent delegated by a representative pursuant to Article 65 of the Articles of Incorporation shall submit a power of attorney signed or stamped by the representative to the Union at the reception desk of the venue of the general meeting of representatives, have his/her qualifications confirmed, and be issued an agent certificate by the Union

(Exercise of voting rights and election rights in writing)
Article 3 When a representative exercises voting rights and election rights in writing in accordance with Article 65 of the Articles of Association, the following shall be submitted to the association before the opening of the general meeting of representatives.

• A document signed or stamped by the representative, clearly indicating whether or not to approve or disapprove of the matters notified in advance (hereinafter referred to as the "written resolution")
• An anonymous document clearly stating the names of the officers to be elected, placed in an envelope signed or stamped by the representative

2. When a representative or agent who leaves the venue pursuant to Article 9, Paragraph 2 submits the documents specified in Paragraph 1 or 2 of the preceding paragraph, they shall be treated as valid, notwithstanding the provisions of the preceding paragraph

(Qualification Review Committee)
Article 4 The Chairman of the Board may establish a Qualification Review Committee, which shall consist of several directors, in order to facilitate the confirmation of matters related to the preceding two articles.

(Opening of the Meeting)
Article 5 When the number of attendees reaches the quorum requirements set forth in Article 60 of the Articles of Incorporation, the directors shall report the number and declare the meeting open. However, in the case of a general meeting convened by the auditors, the auditors shall perform this declaration.

(Chairperson)
Article 6 The directors shall consult with the general meeting and elect one chairperson from among the delegates present.

2. When an election is held for the selection under the preceding paragraph, it shall be by applause, show of hands or voting

3. The chairperson shall maintain order at the general meeting and ensure its smooth running

4. The Chairperson may appoint a Vice-Chairperson from within the Chamber if necessary for operational reasons

(Secretaries)
Article 7 The chairperson shall, upon commencement of the proceedings, consult with the assembly hall and appoint several secretaries.

(Members of the Management Committee)
Article 8 The chairperson may appoint members of the Management Committee from among the officers, staff, and representatives, and have them propose the agenda, receive notices of intent to speak, and provide advice and perform other duties necessary for the management of the proceedings.

(Restrictions on leaving the room, etc.)
Article 9 Attendees shall remain in the seats designated by the chairperson and shall not leave their seats unnecessarily during the meeting.

2. If an attending delegate or proxy wishes to leave the meeting before the end of the meeting, he/she must obtain permission from the chairperson or the committee member for proceedings

3. If the requirements for validity of the General Meeting of Representatives are not met due to an attendee leaving the meeting, the Chairperson shall report this to the General Meeting of Representatives

(Speaking)
Article 10 The chairperson shall consult with the general assembly and determine the method and duration of speaking.

2. A speaker must obtain permission from the chairperson and state his/her affiliation and name before speaking

3. The chairperson may, at the discretion of the general meeting of representatives, invite relevant persons to attend and speak

4. The Chairperson may suspend speech when he/she determines that there is an unavoidable and important reason for the operation of the General Meeting of Representatives

(Explanation of questions)
Article 11 A representative may ask questions about a proposal to the extent necessary for the exercise of their voting rights.

2. Explanations for questions from representatives shall be given by the chairman or a person designated by the chairman in the case of questions regarding agenda items proposed by the board of directors, and by the auditor or a person designated by the auditor in the case of questions regarding agenda items or audits proposed by the auditor. However, in the following cases, a representative may refuse to provide an explanation for a question by stating the reason

• If the question does not relate to the purpose of the General Meeting of Representatives
• If the explanation would significantly harm the common interests of the members
• When it is difficult to provide an explanation immediately because an investigation is required
• If the explanation would infringe the rights of the association or a third party
• When the representative repeatedly requests explanations on essentially the same matter
• If there are other valid reasons

(Motions concerning the conduct of proceedings)
Article 12 A delegate may submit a motion to the chairperson in writing or orally, with the support of 10 or more delegates (including himself/herself), regarding matters concerning the conduct of proceedings, such as the continuation or conclusion of a debate, the continuation or postponement of a general meeting, or a vote of no confidence in the chairperson.

2. When a motion as set forth in the preceding paragraph is submitted, the chairperson shall have the submitter explain the purpose of the motion to the General Meeting of Representatives and then put it to a vote. However, except for a motion of no confidence in the chairperson, the chairperson may reject a motion if it is deemed inappropriate from the perspective of running the proceedings

3. A motion under paragraph 1 shall be passed with the approval of a majority of the voting rights of the delegates present (including voting rights by proxy; those present in writing and the chairperson shall not be counted in the number of delegates present)

(Submission of agenda items by representatives)
Article 13 A representative may, with the approval of seven or more representatives (including himself/herself), propose to include certain matters on the agenda of the general meeting. However, this shall not apply if the agenda item violates laws or regulations or the articles of incorporation.

2. The proposal under the preceding paragraph must be made in writing to the Chairman of the Board of Directors at least three days prior to the Board of Directors meeting at which the resolution for the General Meeting of Representatives will be resolved

3. When a proposal under the preceding paragraph is made, the topic of the proposal shall be on the agenda of that General Representatives Meeting. However, if the Board of Directors determines that the topic may have a significant impact on the Association's business and that sufficient information should be provided to the General Representatives and a period of careful consideration is required, the Board of Directors may not immediately make the topic on the agenda of that General Representatives Meeting, but may instead put the topic to a vote at that General Representatives Meeting on whether to make it on the agenda of a subsequent Extraordinary General Representatives Meeting

4. In the vote under the proviso to the preceding paragraph, if one-fifth or more of the representatives vote in favor of including the topic in the agenda of an extraordinary general meeting of representatives, the Board of Directors shall convene an extraordinary general meeting of representatives to deliberate on the topic

(Submission of proposals by representatives)
Article 14 A representative may submit a proposal (including a motion to amend a proposal that has been submitted) to the agenda of the general meeting with the approval of three or more other representatives (including himself/herself). However, this shall not apply if the proposal violates laws or regulations or the articles of incorporation.

2. Any proposal submitted in writing to the Chairman of the Board of Directors at least 14 days prior to the date of the General Meeting of Representatives must be notified to the Representatives in writing at least 10 days prior to the date of the General Meeting of Representatives. However, if the Chairman of the Board of Directors determines that the proposal may have a significant impact on the business of the Association and that sufficient information should be provided to the Representatives and that a period of careful consideration is necessary, the Chairman of the Board of Directors may not immediately make the proposal an agenda item for the General Meeting of Representatives, but may instead put the proposal to a vote at the General Meeting of Representatives on whether to make it an agenda item for the subsequent Extraordinary General Meeting of Representatives

3. In the vote under the proviso to the preceding paragraph, if one-fifth or more of the representatives vote in favor of making the proposal a proposal for the extraordinary general meeting of representatives, the Board of Directors shall convene an extraordinary general meeting of representatives to deliberate on the proposal

4. With regard to a proposal submitted in writing to the Chairman of the Board of Directors more than 13 days prior to the date of the General Meeting of Representatives or a proposal submitted in writing to the Chairperson at the General Meeting of Representatives, the Chairperson shall consult with the General Meeting of Representatives on whether to take up the proposal as an agenda item, and if 10 or more Representatives in addition to the Representative who submitted the proposal (including those who concurred) support taking up the proposal as an agenda item, the Chairperson shall put the proposal up for deliberation

5. When a motion under paragraph 4 is submitted for deliberation, the Chairperson shall first decide on that motion when voting, and if there are two or more motions, the Chairperson shall vote on the one whose intent is most different from the original proposal first

6. The proposer of a motion under paragraph 4 may amend or withdraw the motion even after it has been submitted for deliberation, except in cases where the presiding officer refuses to amend or withdraw the motion

7. A proposal under Paragraph 4 shall be passed by a majority vote of the representatives in attendance (including those voting in writing or by proxy; the chairperson shall not be counted in the number of representatives in attendance). However, when voting on a proposal under Paragraph 4, written votes in favor of the original proposal shall be deemed to be against the proposal under Paragraph 4, and those opposed to the original proposal shall be deemed to have abstained

(Emergency Motions)
Article 15 A representative may, pursuant to Article 59 of the Articles of Association, submit a motion concerning matters other than those to be decided by the General Meeting of Representatives as stipulated in the Articles of Association, that are minor and urgent.

2. With respect to the motion specified in the preceding paragraph (hereinafter referred to as the "emergency motion"), the provisions of Paragraphs 1 and 4 of the preceding Article shall apply mutatis mutandis

3. Emergency motions shall be passed by a majority of the voting rights of the delegates present (the chairperson shall not be counted in the number of delegates present), provided, however, that those present in writing or by proxy shall be considered absent with regard to such a vote

4. In the case of the preceding paragraph, if the number of representatives present regarding the motion does not meet the requirements for its validity as set forth in Article 5, the Speaker may not put the emergency motion to deliberation or a vote

(No reconsideration of the same matter)
Article 16 A bill or motion that has been rejected or withdrawn may not be proposed again at the same general meeting.

(Special Committee)
Article 17 When the General Assembly deems it particularly necessary by vote, a special committee may be established to deliberate on proposals and other matters.

2. The members of the committee referred to in the preceding paragraph shall be appointed at the general meeting of representatives, and the members shall elect the chairman from among themselves

3. The Chairperson shall report the progress and results of the deliberations to the General Meeting of Representatives

4. When necessary, the Chairperson shall put the matter to a vote upon receiving a report from the Special Committee

(Discontinuation, postponement, and continuation of the General Assembly)
Article 18 The General Assembly may be discontinued, postponed, or continued by a resolution of the General Assembly.

(Conclusion of Debate)
Article 19. After the Speaker declares that a vote will be held on the agenda item, no further comments on the agenda item may be made.

(Method of Voting)
Article 20 Voting shall be by a show of hands, standing, or by ballot, as determined by the chairperson each time.

2. When voting, the chairperson shall declare the chamber closed and confirm the status of the General Meeting of Representatives

3. Representatives and proxies must respond to the chairperson's vote by clearly showing their representative or proxy certificates

4. The number of persons who abstained and the number of persons whose intention to exercise their voting rights is unclear shall be included in the number of voting rights of the representatives in attendance

(Declaration of Voting Results)
Article 21 The chairperson shall declare the voting results, adding the votes for or against, etc., submitted by written ballots to the votes for or against, etc., submitted by paragraph 3 of the preceding article.

2. In the case of the preceding paragraph, it is sufficient for the chairperson to declare whether the number of votes required to pass the agenda item is met or not, and he/she is not required to declare the number of votes for or against

(Attendance)
Article 22 Members may attend the general meeting with the permission of the chairman.

2. Members attending the general meeting of representatives may, with the permission of the chairperson, speak, provided that their comments do not interfere with the conduct of the meeting

3. Non-members may not attend meetings without the permission of the chairperson, except for certified public accountants who have been commissioned by the Co-op to audit its financial statements

(Maintaining Order)
Article 23 The conduct of the General Assembly shall be entirely directed by the chairperson.

2. The chairperson may order any person who speaks without permission or disrupts the proceedings to leave the room

3. The Chairperson may close the Chamber when he/she deems it necessary for the conduct of the proceedings

(General Meeting)
Article 24 The provisions of these regulations shall apply mutatis mutandis to the operation of the general meeting stipulated in Article 69 of the Articles of Association. In this case, "up to two representatives" in Article 2 shall be read as "up to nine members", "ten or more representatives" in Article 12 shall be read as "thirty or more members", "seven or more representatives" in Article 13 shall be read as "twenty or more members", and "three or more representatives" in Article 14 shall be read as "ten or more members".

(Amendment and Repeal)
Article 25 Amendments and repeal of these regulations shall be made by a resolution of the General Assembly.

(Effective Date)
1. These regulations shall come into effect on December 2, 1961.
1. These regulations were partially revised and implemented on November 25, 1978.
1. These regulations were partially revised and implemented on June 8, 2002.
1. These regulations were partially revised and implemented on June 5, 2004.
1. These regulations were partially revised and implemented on May 31, 2008. 1. These regulations were partially
revised and implemented on June 6, 2009.
1. These regulations were partially revised and implemented on December 16, 2017.

(Purpose)
Article 1 This regulation, based on the Consumer Cooperative Law and the Articles of Incorporation, stipulates the election and replacement of representatives of the University of Tokyo Consumer Cooperative (hereinafter referred to as "the Cooperative").

(Electoral Districts and Number of Representatives)
Article 2 The electoral districts and the number of representatives for each electoral district shall be determined by the Board of Directors within the scope set forth in Article 47 of the Articles of Association.

2. The number of seats for each electoral district referred to in the preceding paragraph shall be determined so as to be proportional to the number of members of each electoral district as far as possible

(General Representative Election Management Committee)
Article 3 The Chairman of the Board shall, with the approval of the Board of Directors, appoint five to seven General Representative Election Management Committee members (hereinafter referred to as "Committee Members" in this Article) from among the members (including officers and employees; the same applies hereinafter) in order to manage and operate the general representative election.

2. The term of office for committee members shall be one year, but they may be reappointed

3. In the event of a vacancy on the committee, a substitute member shall be appointed to fill the vacancy. The term of office of the substitute member shall be the remaining term of the predecessor

4. The members shall form a Representative Election Management Committee (hereinafter referred to in this Article as the "Committee"), and the Committee shall elect one Representative Election Management Chairman from among its members

5. A committee shall be formed with the attendance of more than half of the members, and decisions of the committee shall be made by a majority of more than two-thirds of the members present

6. The Committee shall manage and administer the election of representatives in accordance with these regulations, announce the results, etc., and report them to the Board of Directors

7. In carrying out its duties, the Committee must strictly ensure the fairness of the election and the impartiality among the candidates

(Right to vote and right to be elected)
Article 4. Members who have the right to vote and the right to be elected are those who are registered in the membership register by the day before the day of voting. However, officers and members of the general representative election management committee do not have the right to be elected.

(Election Procedures)
Article 5. When an election of delegates is held due to the expiration of their term, an announcement of the election shall be made at least 28 days before the date of the regular general meeting, and an announcement of the winners shall be made at least 16 days before the meeting. The specific dates shall be determined by the delegate election management committee.

(Announcement of Election)
Article 6 The announcement of election shall include the following matters:

• Electoral districts and their fixed number of seats
• Candidate application period and procedure
• If you vote, the date, place and method of voting
• In electoral districts where the number of candidates is within the fixed number, all candidates in that district will be elected without voting
• Other necessary matters

(Notification of Candidates)
Article 7 Any union member who wishes to run for representative must fill in the necessary information on the form prepared by the Representative Election Management Committee (hereinafter referred to as the "prescribed form") during the publicly announced application period and submit it to the Chairman of the Representative Election Management Committee.

2. When a member wishes to recommend a candidate for representative, he/she may, with the consent of the member, fill out the necessary information on the designated form and submit the recommendation to the chairman of the representative election management committee during the period specified in the preceding paragraph

3. In addition to using the prescribed forms set forth in the preceding paragraphs, if the Representative Election Management Committee prescribes and publicly announces an electronic method for submitting candidacy or recommendations, members who wish to submit candidacy or recommendations may do so by this electronic method

(Public Notice and Notification Regarding Voting)
Article 8 The Chairman of the General Assembly Election Management Committee shall, in the case of an electoral district where voting will be held because the number of candidates exceeds the number of seats, publicly announce the names of the candidates, the date and place of voting, and the method of voting at least seven days before the voting day, and shall also make sure that the members of the electoral district are notified.

2. If no voting takes place in all electoral districts because the number of candidates is within the quota, the announcement pursuant to the preceding paragraph shall not be made

(Election Campaigns)
Article 9 Election campaigns must be conducted in accordance with the instructions of the General Assembly Election Management Committee.

2. When conducting election campaigns, if there is any doubt regarding the relationship with the instructions of the Representative Election Management Committee under the preceding paragraph, the ruling of the Representative Election Management Committee must be followed

3. The instructions under paragraph 1 must be given to candidates in writing at the same time as the announcement under Article 8 of these regulations

(Voting Method)
Article 10. Members may vote for a number of candidates equal to or less than the number of seats available. If a member votes for a number of candidates exceeding the number of seats available, all such votes will be invalid.

2 Voting shall be anonymous

(Winners)
Article 11 The winners will be determined by the order of the number of valid votes. However, if there is a tie in the number of votes among the candidates with the fewest votes, the winner will be determined by lottery.

2. Notwithstanding the provisions of the preceding paragraph, if the number of candidates is within the number of seats in the electoral district, the candidate shall be elected without voting

(Invalid Votes)
Article 12 The following votes shall be invalid:

• Those not using ballots prepared by the General Election Management Committee
• Violation of the prescribed voting method

(Observers)
Article 13 The Chairman of the General Assembly Election Committee may, as necessary during voting and vote counting, appoint observers from among the union members who have the right to vote.

2. Candidates may appoint observers for the voting from among those who have the right to vote. However, candidates themselves may not serve as observers for the voting

(Notification and Announcement of Winners)
Article 14 When the winners have been determined, the Chairman of the General Assembly Election Committee shall notify the winners of this fact and announce the winners' electoral districts and names.

(Appointment)
Article 15 The elected person shall assume the position of representative when the public notice is issued pursuant to the preceding article.

2. If a representative who has been appointed resigns or loses his/her qualifications, the next person in line shall be elected

(Objections)
Article 16. Any objections concerning the election shall be made in writing to the Chairman of the General Assembly Election Management Committee within four days of the date on which the election results are announced.

2. The ruling on any objections shall be made by the General Election Management Committee

3. The Chairman of the Election Commission shall notify the objector of the ruling within two days of the date of the objection

4. If the result of the ruling is that the election of a particular candidate should be invalidated, the Election Management Committee shall invalidate that election and advance the runner-up in order to become the winner

5. If the result of the ruling is that the election in the electoral district or all electoral districts should be invalidated, the Representative Election Management Committee shall invalidate the election in the electoral district or all electoral districts and hold a re-election in that electoral district

(Additional elections)
Article 17 If the total number of delegates to be appointed does not reach the minimum number stipulated in the Articles of Association, additional elections shall be held in all constituencies that have fallen short of the number of delegates before the regular general meeting, and efforts shall be made to ensure that the total number of delegates is equal to or greater than the minimum number stipulated in the Articles of Association.

(Measures to be taken when the number of representatives does not meet the minimum number stipulated in the Articles of Incorporation)
Article 18 If the total number of representatives currently in office does not meet the minimum number stipulated in the Articles of Incorporation, the measures to be taken as set forth in each of the following items shall be taken according to the categories set forth in each item.

• Confirmation of the establishment of the General Meeting of Representatives A General Meeting of Representatives shall be established when more than half of the minimum number of representatives set out in the Articles of Incorporation is present
• Confirmation of the validity of a request for the dismissal of an officer or the convening of an extraordinary general meeting of representatives. A request will be valid if one-fifth or more of the representatives currently in office agree

(Supplement)
Article 19 When an extraordinary general meeting is to be convened in which the number of currently serving representatives falls short by more than one-fifth of the minimum number of representatives stipulated in the Articles of Association, by-elections must be held in all constituencies that are short of the required number of representatives.

2. The provisions of the preceding paragraph shall not apply when an auditor convenes a general meeting of representatives or when the chairman of the board of directors convenes a general meeting of representatives based on a request with the consent of one-fifth or more of the representatives

3. In cases other than those set forth in paragraph 1, if the Board of Directors resolves that a supplementary election is necessary, a supplementary election shall be held

4. The preceding Articles shall apply mutatis mutandis to supplementary elections

(Preparation and preservation of election records)
Article 20 The Chairman of the General Assembly Election Management Committee shall prepare election records containing all matters relating to the election, and the documents shall be stored in the manner prescribed by the "Document Handling and Preservation Regulations."

(Details, etc.)
Article 21 The handling of administrative matters concerning the management and operation of elections that are not stipulated in laws and regulations, articles of association, and these delegate election regulations shall be decided by the delegate election management committee.

(Amendment and Repeal)
Article 22 Amendments and repeal of these regulations shall be made by a resolution of the General Assembly.

(Effective Date)
1. These regulations shall come into effect on December 2, 1961.
1. These regulations were partially revised on November 25, 1978. 1. These regulations were
partially revised on June 7, 1997.
1. These regulations were partially revised on June 8, 2002. 1.
These regulations were partially revised on May 31, 2008. 1. These regulations were partially
revised on June 6, 2009.
1. These regulations were partially revised on December 16, 2017.
1. These regulations were partially revised on May 20, 2023.

(Purpose)
Article 1 This regulation establishes the basic matters concerning the audits of the auditors of the University of Tokyo Consumer Cooperative (hereinafter referred to as "the Cooperative"), based on the provisions of laws and regulations and the Articles of Incorporation.

(Responsibilities of Auditors)
Article 2 The auditors, as an independent body entrusted by the members, are responsible for auditing the execution of duties by the directors, thereby establishing sound management of the cooperative that enables sustainable development and governance that meets social trust.

(Duties of Auditors)
Article 3 In order to fulfill the responsibilities set forth in the preceding article, auditors shall attend board meetings and other important meetings, verify the contents of reports received from directors and staff, investigate the status of the cooperative's operations and assets, and take necessary measures in a timely manner, such as expressing opinions such as advice or recommendations to directors or staff, and prohibiting the actions of directors.

(Attitude of Auditors)
Article 4 Auditors shall endeavor to maintain their independence, comply with laws and regulations, the Articles of Incorporation and these Rules, and always perform their duties with fairness and impartiality for the benefit of the cooperative, its members, and other stakeholders.

2. Auditors must endeavor to share with other auditors any important information they learn in the course of their duties

3. Auditors must take due care to maintain the confidentiality of information they learn in the course of performing their duties

(Establishment of Board of Auditors)
Article 5 The auditors shall establish a Board of Auditors to share information with each other regarding audits, to coordinate opinions, and to deliberate or decide on necessary matters. However, the Board of Auditors may not obstruct the exercise of authority by each auditor.

(Attendance at Board Meetings and Other Important Meetings)
Article 6 Auditors shall attend Board Meetings and, as necessary, make reports or express their opinions.

2. Auditors may attend important meetings other than those set forth in the preceding paragraph and may make reports or express opinions as necessary

(Audit Policy and Audit Plan, etc.)
Article 7 The auditors shall, taking into consideration the status of the establishment and operation of the internal control system, formulate an audit policy considering materiality, timeliness, and other necessary factors, and endeavor to appropriately select and prepare an audit plan that includes the audit subjects, audit methods, and implementation timing.

2. When the audit policy and audit plan have been prepared, the auditor shall explain them to the representative director and the board of directors

(System to ensure the effectiveness of auditors' audits)
Article 8 Auditors shall endeavor to ensure a system that enhances the effectiveness of audits and facilitates the smooth execution of their audit duties.

2. In order to ensure the system set forth in the preceding paragraph, when the Auditor deems it necessary, he/she shall request the Directors or the Board of Directors to provide necessary cooperation regarding the matters listed below

（1）

Matters concerning the staff who will assist the Auditors in their duties and the affairs of the Board of Auditors (hereinafter referred to as "Auditor Staff")

（2）

Matters concerning the independence of the audit staff from the directors

（3）

Systems for directors and staff to report to auditors and other systems for reporting to auditors

（4）

Other systems to ensure that the auditors' audits are carried out effectively

(Investigation of proposals, documents, etc. to be submitted to the general meeting)
Article 9 The auditors shall investigate proposals, documents, electronic records, and other materials that the directors intend to submit to the general meeting, in accordance with the provisions of Article 384 of the Companies Act, which is applied mutatis mutandis in Article 30-3, paragraph 3 of the Consumer Cooperative Act.

2. If the investigation under the preceding paragraph reveals any violation of laws and regulations or the Articles of Incorporation, or any grossly inappropriate matters, the results of the investigation must be reported to the General Meeting of Representatives

(Audit Expenses)
Article 10 An auditor may claim from the cooperative any expenses he or she deems necessary for the performance of his or her duties. The cooperative may not refuse such claim unless it proves that the expenses were not necessary for the performance of the auditor's or her duties.

2. Auditors shall endeavor to budget audit expenses in advance and shall pay attention to efficiency and appropriateness when disbursing such expenses

(Matters Requiring Majority Consent)
Article 11 The decisions on the following matters shall be made by the consent of a majority of the auditors. However, this shall not preclude each auditor from exercising their authority.

（1）

Audit policy and audit plan set out in Article 7

（2）

Contents of requests for cooperation from Directors or the Board of Directors regarding ensuring the effectiveness of audits as stipulated in Article 8, Paragraph 2

（3）

Budget for audit expenses set out in Article 10, Paragraph 2

（4）

Matters concerning the convening of the General Meeting of Representatives by the Auditor

（5）

Consent on personnel matters for the Audit Staff

（6）

Establishment, change or abolition of rules regarding audits

（7）

Establishment, modification or abolition of audit standards

（8）

Mutual election of designated auditors and chairman of the board of auditors

(Matters requiring unanimous consent)
Article 12 The following matters must be agreed upon by all auditors.

（1）

Consent to submit a proposal to the General Meeting regarding partial exemption of directors from liability

（2）

In a lawsuit filed by a union member seeking liability against a director (including a former director, the same applies to items 3 and 4), the union agrees to intervene on the side of the defendant director

（3）

Approval of the settlement notified by the court in a lawsuit filed by union members seeking liability against directors

（4）

Approval of the settlement notified by the court in a lawsuit filed by a union seeking liability against a director

（5）

Remuneration for each auditor

(Matters to be reported to the Board of Auditors)
Article 13 The auditors shall report the following matters to the Board of Auditors:

（1）

Important reports from directors, staff of the internal audit department, and others

（2）

Status of Auditors' own performance of duties

(Composition of the Board of Auditors)
Article 14 The Board of Auditors shall be composed of all auditors.

(Duties of the Board of Auditors)
Article 15 The Board of Auditors shall perform the following duties:

（1）

Discussion on important matters concerning the performance of the auditor's duties (including discussion on audit reports)

（2）

Decisions on matters that do not involve the exercise of audit authority by the auditors and that must be decided by consensus of the auditors

(Chairperson)
Article 16 The Chairperson of the Board of Auditors (hereinafter referred to as "Chairperson") shall be elected from among the auditors.

2. The Chairperson shall perform the following duties as delegated by the Board of Auditors, provided, however, that the Chairperson may not interfere with the exercise of authority by each Auditor

• Setting the agenda for the Board of Supervisors and coordinating opinions
• Supervising the Audit Staff
• Other roles as defined in these regulations

(Appointment of Designated Auditors, etc.)
Article 17 The auditors shall elect from among themselves auditors who will perform the following duties (hereinafter referred to as "designated auditors").

• To receive from the Directors the financial statements and business reports that each auditor is required to receive, as well as their accompanying detailed statements, and to send them to the other auditors
• Notifying the specified director of the contents of the auditor's audit report
• In light of Article 31-9, Paragraph 5 of the Consumer Cooperative Law and Article 133, Paragraph 1 of the Enforcement Regulations of the same Law, the Company will reach an agreement with the designated director regarding the schedules set out above

(2) If a union has a full-time auditor, the full-time auditor shall serve as a designated auditor; provided, however, that the full-time auditor may not interfere with the exercise of the authority of each auditor

(Meetings)
Article 18 The Board of Auditors shall meet at least twice a year.

(Convener)
Article 19 The Board of Auditors shall be convened and run by the chairperson. However, this shall not preclude any auditor from convening and running the Board of Auditors.

(Convening Procedures)
Article 20. In order to convene a meeting of the Board of Auditors, notice shall be sent to each auditor at least one week before the date of the meeting. However, this period may be shortened in cases of urgent need.

2. The Board of Auditors may hold a meeting without going through the convening procedure if all the Auditors consent

(Discussions at the Board of Auditors)
Article 21 The main important matters specified in Article 15, item (i), in addition to those separately specified in these regulations, are the matters listed in the following items:

• Explanations regarding questions about the auditor notified by members before the general meeting of representatives, and other matters related to explanations at the general meeting of representatives
• Matters concerning reporting to the Board of Directors and requests for convening the Board of Directors
• Matters concerning the results of investigations into proposals, documents and other matters submitted to the General Meeting of Representatives
• Matters concerning requests for injunctions against directors' actions outside the scope of the association's objectives or other violations of laws, regulations, or the articles of incorporation
• Matters concerning the statement of opinions at the general meeting regarding the resignation of auditors and remuneration, etc
• Matters relating to litigation between the association and directors (including former directors), and other matters relating to responses to litigation

(Measures to be taken in response to reports)
Article 22 When the Board of Auditors receives any of the following reports, it shall, as necessary, hold thorough discussions on appropriate countermeasures, etc.

• A report from a director stating that facts that may cause significant damage to the association have been discovered
• Reports from directors or staff members regarding matters determined in advance in consultation with directors

(Minutes)
Article 23 The auditors shall endeavor to prepare minutes of the board of auditors meeting that include the following matters:

• Date, time, and location of the meeting, and the names of the auditors who attended
• Summary of proceedings and results
• If any opinions or remarks are expressed at the Board of Supervisors meeting pursuant to the items of Article 21 and the items of the preceding Article, a summary of the contents of such opinions or remarks
• Names of directors who attended the Board of Supervisors meeting
• Name of the Chairman of the Supervisory Board

2. When the auditor prepares the minutes set forth in the preceding paragraph, the minutes shall be kept at the principal office for 10 years

(Auditing the execution of duties by directors)
Article 24 The auditors shall audit the execution of duties by the directors.

2. In order to fulfill the responsibilities set forth in the preceding paragraph, the Auditor shall perform the following duties:

• The Auditors shall monitor and verify the decision-making status of Directors regarding Board of Directors resolutions and other matters, and the status of the Board of Directors fulfilling its supervisory duties
• The auditors will monitor and verify whether the directors are properly establishing and operating the internal control system
• When the auditors find that a director has engaged in or is likely to engage in an act outside the purposes of the association or an act that violates laws, regulations, or the articles of incorporation, when they find that there is a risk that the association will suffer significant damage or a serious accident, or when they find that there is a significant injustice in the association's operations, they will take necessary measures, such as providing advice or recommendations to the directors
• If the auditor receives a report from a director that the association is at risk of suffering significant damage, the auditor will conduct the necessary investigation and take appropriate measures depending on the situation, such as providing advice or recommendations to the director

3. When an auditor deems it necessary with regard to the matters set forth in the preceding paragraph, he/she must call for the convening of a board of directors meeting or request the suspension of any director's actions

4. If the auditors find any misconduct or serious violations of laws, regulations or the Articles of Incorporation in relation to the performance of the duties of the directors, they shall include such facts in the audit report. They shall also include any other matters that they deem appropriate from the perspective of fulfilling their accountability to the members

(Accounting Audit)
Article 25 The auditors shall, in order to form an opinion on whether the financial statements and their accompanying schedules properly represent the assets and profits and losses of the cooperative, monitor and verify the execution of duties by the directors throughout the fiscal year, and audit the status of the cooperative's assets, liabilities, net assets, and revenues and expenses.

(Regular meetings with the representative director)
Article 26 The auditors or the board of auditors shall hold regular meetings with the representative director to confirm the representative director's management policies, exchange opinions on issues that the cooperative should address, the status of improvements to the auditors' audit environment, important audit issues, etc., and make requests that they deem necessary, thereby deepening mutual understanding with the representative director.

(Audit Procedures)
Article 27 When an auditor conducts an audit, the auditor shall notify the representative director of the date, time, purpose, and scope of the audit. However, this shall not apply if, depending on the content of the audit, it is deemed unnecessary to notify the auditor.

2. Auditors may request Directors to submit materials necessary for audits, and may also request reports from relevant parties as necessary

(Coordination with Internal Audit Departments, etc.)
Article 28 When business federations, various internal audits, and accounting professionals with whom the association collaborate provide advice on internal audits and accounting, the auditors shall maintain close cooperation with them, actively exchange information, and endeavor to conduct efficient audits.

2. The auditor may request the submission of plans and reports for audits, accounting guidance, etc. conducted by business associations, various internal audits, and accounting experts affiliated with the association

(Investigation of Subsidiaries, etc.)
Article 29 If the cooperative has subsidiaries, etc., the auditors shall receive reports or explanations from the directors and employees, etc., regarding the status of management of the subsidiaries, etc., and shall inspect the relevant documents.

2. In performing their duties, auditors must endeavor to actively communicate and exchange information with auditors and internal audit departments of subsidiaries, etc

3. When necessary in order to perform his/her duties, the auditor shall request a subsidiary, etc. to report on its business or investigate the status of its business and assets

(Investigation of the Business Alliance)
Article 30 The auditors shall receive reports or explanations from the directors and staff, etc., regarding the status of the execution of the business entrusted to the Business Alliance, and shall inspect the relevant documents.

2. When necessary in order to perform his/her duties, the auditor shall request a business association to report on its business or investigate the status of its business and assets

(Reporting to the Representative Director and Board of Directors)
Article 31 The auditors shall periodically report to the Representative Director and the Board of Directors on the status and results of the audits.

2. When an audit is conducted on key audit items for the period or a special investigation is conducted, the auditor shall report the progress and results to the representative director and the board of directors, and when deemed necessary, shall provide advice or recommendations and take appropriate measures according to the circumstances

(Preparation and Notification of Audit Report)
Article 32 The auditors shall audit the financial statements, business reports, and their accompanying schedules, and report the audit results to the Board of Auditors in writing or orally.

2. When reporting the results of the audit to the Board of Auditors, the Auditors shall confirm whether there have been any violations of laws and regulations or the Articles of Incorporation by the Directors, and whether there have been any subsequent events, and shall then consider whether there are any matters that should be reported to the Board of Auditors

3. Based on the audit results reported by the auditors, the auditors may, after deliberation at the Board of Auditors, prepare an audit report signed by the auditors jointly if they can reach a consensus on the audit. If they cannot reach a consensus, each auditor shall prepare an audit report. In addition, the audit report shall state the date of preparation and shall be signed or affixed with the name and seal of the auditor who prepared it

4. The designated auditor shall notify the designated director of the contents of the audit report relating to the financial statements and business report, as well as their accompanying detailed statements

(5) In the preceding paragraph, if a designated auditor is unable to notify a designated director of the contents of the audit report within four weeks from the date on which the designated auditor received all of the financial statements and business report, the designated auditor may enter into an agreement with the designated director to extend the date by which the notification should be made

(Amendment and Repeal of Regulations)
Article 33 Amendments and repeal of these regulations shall be made with the consent of a majority of the auditors and approved by the General Assembly.

(Effective Date)
1. These regulations shall come into effect on June 5, 2010.
December 16, 2017,
May 20, 2023,
and April 17, 2025.

(Purpose)
Article 1 This regulation establishes the standards and procedures for disclosing information concerning the business and financial status of the University of Tokyo Consumer Cooperative (hereinafter referred to as "the Cooperative") to its members and creditors, based on the Consumer Cooperative Act (hereinafter referred to as "the Act") and the Articles of Incorporation.

(Classification of Information)
Article 2 The information handled in these regulations shall be classified into the following three categories:

• Documents that the association is required by law to keep at its offices and that members or creditors have the right to request disclosure of (hereinafter referred to in these rules as "legally maintained documents")
• Documents that a member may request disclosure of as a right pursuant to the provisions of the law and the articles of incorporation, other than those required to be kept in a legally maintained position (hereinafter referred to as "legally required disclosure documents" in these rules)
• All paper documents, electromagnetic records, drawings, photographs, magnetic media, etc. that are created, collected, or otherwise submitted as necessary for the Association's business, other than statutory documents or statutory disclosure documents (hereinafter referred to in these rules as "non-statutory information")

(Definitions)
Article 3 In these regulations, the definitions of each term are as set forth in the following items:

• An electromagnetic record is any information relating to the business of a union that is recorded in electronic, magnetic or other form
• Inspection means that the requester reads the documents etc. at the office etc., and does not include copying
• Copying refers to the requester copying a document on the spot (including making a copy themselves using a camera, copier, etc.), and does not include the union making a copy or extract
• The provision of a copy means that the association creates a copy of the original using a copy machine, printer, etc. and provides it to the requester. However, this does not include the provision of a certified copy or extract
• A certified copy is a complete copy of the original that has been certified by the union as being "exactly the original."
• An extract is a copy of part of the original that has been certified by the union as being "exactly the original."
• Delivery means that the original, copy, transcript, extract or other document prepared by the association is provided to the requester
• Disclosure means that the requester is allowed to inspect, copy, or receive the information

(Procedures for Requesting Disclosure of Information)
Article 4 Any person who requests disclosure of legally required documents, legally required disclosure documents, or non-legally required information shall present proof of their qualifications and submit a request to the Executive Director by filling out the prescribed "Application Form for Viewing/Copying Information, Issuance of Copies/Transcripts/Abstracts, etc." (hereinafter referred to as the "Application Form").

2. Notwithstanding the provisions of the preceding paragraph, if the information to be requested is distributed as a booklet or is published on a website, etc., the Association may, at its discretion, omit the request by application form

(Decision on whether or not to disclose information)
Article 5 When a request for disclosure of information is made, the union shall promptly decide whether or not to disclose it and notify the requester.

2. The notice under the preceding paragraph shall be given within three days at the latest for statutory retained documents and statutory disclosure documents, and within ten days for non-statutory information. However, in unavoidable circumstances, the notice period may be extended by a further five days in each case upon prior notice to the requester

3. The decision on whether or not to disclose information shall be made by the Executive Director or a person designated by the Executive Director, and if a request is denied in whole or in part, the Executive Director shall provide the requester with the reasons therefor

(Implementation of Disclosure)
Article 6 If disclosure is to be made pursuant to the notification in the preceding article, the union shall determine a date in consultation with the requester and disclose the information promptly. However, if the date requested by the requester is a time that may cause significant disruption to business operations, such as the end of the fiscal year, the union may change the date of disclosure.

(Procedure for Re-requesting Disclosure)
Article 7 If the Executive Director decides not to disclose the information pursuant to Article 5, the member who made the request may, within 30 days from the date of notification, re-request the disclosure of the information from the Chairman of the Board of Directors with the consent of 100 or more members.

2. A re-claim pursuant to the preceding paragraph shall be made by submitting the following documents to the Chairman of the Board of Directors

• A document showing that the consent stipulated in the preceding paragraph has been given, stating the address and membership number of the consenting parties, and signed or stamped by all parties
• Documents showing the reason for reclaiming

3. When a second request is made as provided for in paragraph 1, the Chairman shall propose the matter to the first Board of Directors meeting held after the second request is made, and the Board of Directors shall deliberate and decide whether or not to disclose the information in accordance with the second request

4. The Chairman shall promptly notify the claimant of the decision made in the preceding paragraph, and if the notification denies the claim in whole or in part, shall indicate the reasons therefor to the claimant

5. If a member makes a second request pursuant to paragraph 1 and the Board of Directors decides not to disclose all or part of the information related to the second request, the member who made the second request and any members who consented to this decision may not make a second request for disclosure of the same information

(Prohibition of Use for Purposes Other Than Intended)
Article 8. Members and creditors shall not use information obtained under these rules for any purpose other than that stated in their request.

(Expenses)
Article 9 The expenses for issuing copies, certified copies, and extracts shall be determined by the Executive Director, and if postage is required, the actual cost shall be charged separately.

(Legal documents that are subject to routine inspection and copying)
Article 10 Members or creditors (in the case of item 3, members or creditors authorized by the court) may, only within the period for inspection and copying prescribed by law and during the business hours of the association, request the association in accordance with Article 4, Paragraph 1, to inspect or copy the documents specified in each of the following items free of charge. However, the association may refuse such request if there is a legitimate reason (except when the documents in item 3 are requested by a creditor authorized by the court).

• Member list
• Articles of Incorporation and Regulations
• Board of Directors Meeting Minutes
　　
• Minutes of the General Meeting of Representatives

2. Notwithstanding the provisions of the preceding paragraph, if the applicant so requests and the Association approves, the original or a copy of the document, etc. may be provided to the applicant for a fee

(Statutory documents to be kept and made available on a daily basis)
Article 11 Members or creditors may, in accordance with the provisions of Article 31-9, paragraph 11 of the Act, request the association, in accordance with the provisions of Article 4, paragraph 1, to inspect the financial statements and other documents specified in Article 31-11, paragraph 9 of the Act free of charge, or to receive a document containing such information for a fee, or to receive a certified copy or extract thereof for a fee. However, the association may refuse such request if there is a legitimate reason.

Reference: Consumer Cooperative Law
https://elaws.e-gov.go.jp/document?lawid=323AC0000000200

(Justifiable reasons for refusing a claim)
Article 12 Justifiable reasons as set forth in the preceding two articles refer to any of the following cases:

• When the claimant does not meet the qualifications set forth in the preceding two articles
• When the purpose of the request is unclear or there is a risk that the information may be used for purposes other than those stated
• the union orits subsidiary.When there is a risk of a significant adverse effect on
• When there is a risk of harming the common interests of the members

2. In addition to the provisions of the preceding paragraph, the association shall reject any request for the membership list if it is deemed that the request does not fall within the spirit of the laws and regulations, such as the legitimate exercise of a member's rights under the laws and regulations and the articles of incorporation, or the preservation of a creditor's claims

(Statutory documents to be kept on file in special cases)
Article 13 The handling of disclosure of statutory documents to be kept on file in cases of a reduction in the amount of one share of investment or a merger of cooperatives shall be in accordance with the provisions of the law.

(Disclosure of Accounting Books, etc.)
Article 14 A member who has obtained the consent of 3% or more of the total members may, during the business hours of the association, request the association in accordance with Article 4, Paragraph 1, to inspect or copy the accounting books, etc. specified in Article 32 of the Act free of charge. However, the association may refuse such request if there is a legitimate reason.

(Disclosure of Regulations Regarding the Calculation Method of Executive Retirement Allowances)
Article 15the General Meetingentrusts the directors or auditors with determining the amount of executive retirement allowances in accordance with certain standards, members may, in accordance with Article 4, Paragraph 1, request the association to inspect or copy the regulations concerning the calculation method of executive retirement allowances free of charge. However, the association may refuse such request if there is a legitimate reason.

(Justifiable reasons for refusing a claim)
Article 16 The justifiable reasons set out in the preceding two articles refer to the cases set out in Article 12, paragraph 1.

(Request for disclosure of information not covered by law)
Article 17 A member may request the union to disclose any of the following information that he or she desires, in accordance with the provisions of Article 4, Paragraph 1.

• Rules and Regulations
• Matters concerning representatives and representative meetings
• Matters concerning directors and the board of directors
• Matters concerning auditors and audits
• Other matters

(Criteria for Disclosure/Non-Disclosure)
Article 18 When a request is made pursuant to the preceding article, the Executive Director or a person designated by the Executive Director shall decide whether or not to disclose the information, taking into consideration the smooth execution of the cooperative's business and operations and the protection of the common interests of the members, while also giving due consideration to the fact that disclosure would not infringe on the privacy of individuals, violate laws and regulations, or be contrary to the principle of good faith and fair dealing with interested parties.

2. In light of the preceding paragraph, the union shall not disclose the following information in particular:

• Matters that are required to be kept confidential under laws such as the Copyright Act and the Patent Act, and information that is required to be kept confidential under contract
• Information that must not be disclosed for crime prevention purposes
• Personal information that needs to be protected
• Information that must be kept confidential in business transactions
• Information that is currently undergoing a consensus-based decision-making process and whose disclosure may cause disruption to operations, etc
• Information whose disclosure may cause a clear impediment to business operations or may harm the interests of all members
• Information for which consent cannot be obtained from interested parties
• Documents that are direct sources of accounting and settlement, and other information related to accounting or settlement other than information deemed reasonably necessary to understand the status of accounting and settlement

(Method of Disclosure)
Article 19 When disclosing information requested pursuant to Article 17, the association shall take into consideration the nature of the information, the requester's wishes, and the practicalities involved in the disclosure, and shall do so by one of the following methods:

• Inspect or copy such information
• Delivery of the original, copy, transcript or extract of the information
• Viewing, copying, and delivering paper copies of electromagnetic records printed using a printer, or viewing and copying information displayed on a computer screen

2. As a general rule, copies of electromagnetic records stored on hard disks, memory, etc. will not be provided, except when the Association deems it particularly necessary

3. If disclosure of information incurs a cost, the Union will inform the requester of the cost in advance

(Amendment and Repeal)
Article 20 Amendments and repeal of these regulations shall be made by a resolution of the Board of Directors.

(Effective Date)
This regulation came into effect on February 24, 2010.
This regulation was partially revised on October 20, 2021.

<Fees set by the Executive Director>
Copy of the original: 30 yen (tax included) per sheet; Certified copy/Abstract: 100 yen (tax included) per sheet.