• （Organization）
  • Article 17 The Board of Councilors shall consist of all Councilors.

• （Authority）
  • Article 18 The Board of Councilors shall make resolutions on the following matters:
    • （1）Election and dismissal of Directors and Auditors;
    • （2）Amount of remuneration for Directors and Auditors;
    • （3）Standards concerning the payment of remuneration to Councilors;
    • （4）Approval of Balance Sheet and Profit and Loss Statement (Statement of Changes in Net Assets);
    • （5）Amendment to the Articles of Incorporation;
    • （6）Disposal of residual property;
    • （7）Approval of the disposal of, or removal from being categorized as, a Basic Asset; and
    • （8）Other matters that should be decided by resolution of the Board of Councilors in accordance with applicable laws and regulations or these Articles of Incorporation.

• （Meetings）
  • Article 19 The Board of Councilors shall hold an ordinary meeting of the Board of Councilors within three months after the end of every business year and hold extraordinary meetings when necessary.

• （Convocation）
  • Article 20 Unless otherwise provided by laws or regulations, the Chairperson of the Board of Directors shall convene a meeting of the Board of Councilors on the basis of a resolution of the Board of Directors.
    • 2 A Councilor may request convocation of a meeting of the Board of Councilors by explaining the reason(s) for convocation and the items to be discussed to the Chairperson of the Board of Directors.
    • 3 To convene a meeting of the Board of Councilors, the Chairperson shall issue a written notice to the Councilors describing the date, time, place and matters to be considered, such as the purposes of the meeting, by the date that is one week prior to the date of the meeting.
    • 4 The Chairperson of the Board of Directors may issue a notice via electromagnetic means in lieu of a written notice prescribed in the preceding paragraph upon approval of each Councilor. In such case, it shall be deemed that a written notice in the preceding paragraph has been issued.

• （Chairpersonship）
  • Article 21 The Chairperson of the Board of Councilors shall be elected from the Councilors present at the meeting of the Board of Councilors.

• （Resolution）
  • Article 22 A majority of the Councilors, excluding those who have special interest in the matter subject to resolution, shall constitute a quorum, and a resolution of the Board of Councilors shall be made by a majority vote of the Councilors present.
    • 2 Notwithstanding the provision in the preceding paragraph, the following resolutions must be agreed by at least two thirds of the Councilors, excluding those who have a special interest in the resolution.
      • （1） Dismissal of an Auditor
      • （2）Matters regarding the remuneration for Councilors
      • （3）Matters regarding the remuneration for Directors and Auditors
      • （4）Partial exemption of responsibility for an Officer
      • （5）Amendment to the Articles of Incorporation
      • （6）Approval of the disposal of, or removal from being categorized as, a Basic Asset;
      • （7）Any other matters specified by laws or regulations
    • 3 For election of a Director or Auditor, the resolution as described in Paragraph 1 shall be made for each individual candidate. If the total number of candidates for Directors or Auditors exceeds the maximum number, as specified in Article 27 of these Articles of Incorporation, appointment shall be made to the candidates who have received the majority of votes in the order of the number of votes won by each candidate until all positions are filled.

• （Omission of Resolution）
  • Article 23 If all Councilors who are eligible to vote on a certain proposal made by a Director regarding matters to be voted on by the Board of Councilors express agreement in writing or via electromagnetic means, it shall be deemed that a resolution to approve that proposal is made by the Board of Councilors.

• （Omission of Report）
  • Article 24 If a Director notifies all Councilors of a certain matter that is to be reported to the Board of Councilors, and all Councilors agree in writing or via electromagnetic means that it is not necessary for the Director to report that matter to the Board of Councilors, it shall be deemed that the matter has been reported at a meeting of the Board of Councilors.

• （Minutes）
  • Article 25　 Minutes shall be prepared for the meetings of the Board of Councilors as required by any applicable laws and regulations.
    • 2 The Chairperson of the Board of Councilors shall sign or affix their seals to the minutes.
    • 3 In relation to situations applying Articles 23 and 24, the Representative Director shall prepare and seal the Minutes.

• （Rules to Manage the Board of Councilors）
  • Article 26 The matters required for management of the Board of Councilors shall be settled in accordance with the Rules to Manage the Board of Councilors, as specified by the Board of Councilors, as well as in accordance with all applicable laws and regulations and these Articles of Incorporation.

• （Officers）
  • Article 27 The Foundation shall have the following Officers:
    • （1）At least three, but not more than five Directors; and
    • （2）Not more than two Auditors.
    • 2 One of the Directors shall be appointed as the Chairperson of the Board of Directors (the “Chairperson”).
    • 3 The Chairperson as described in the preceding paragraph shall be the Representative Director under the General Associations/Foundations Act.

• （Election of Officers）
  • Article 28 Among the Directors of the Foundation, the sum of one of the Directors and his/her relatives or any other persons having a special relationship with him/her shall not exceed one third of the current total number of Directors of the Foundation.
    • 2 None of the Foundation’s Directors (or his/her relatives or other persons having special relation with him/her), Councilors (or his/her relatives or other people having special relation with him/her) or Foundation’s employees shall be appointed as an Auditor of the Foundation. No Auditor shall be related to or otherwise have any special relationship with any other Auditor.

• （Duties and Authority of Directors）
  • Article 29 The Directors shall constitute the Board of Directors and shall execute their duties in accordance with the applicable laws and regulations and these Articles of Incorporation.
    • 2 The Chairperson shall represent the Foundation and shall execute his/her duties in accordance with the applicable laws and regulations and these Articles of Incorporation.
    • 3 The Chairperson shall report the status of their duties at the meeting of the Board of Directors at least twice in every business year at intervals of at least four months.

• （Duties and Authority of Auditor）
  • Article 30 An Auditor shall audit the execution of the duties by the Directors and shall prepare an audit report in accordance with the applicable laws and regulations.
    • 2 An Auditor may at any time request Directors and employees to report their activities and investigate the status of operations and assets of the Foundation.
    • 3  In addition to the Auditor’s audits as specified in applicable laws and regulations and these Articles of Incorporation, audits shall be conducted in accordance with the Auditor Audit Regulations as specified by all of the Auditors.

• （Term of Office of Officers）
  • Article 31 The term of office of a Director shall expire at the end of the ordinary meeting of the Board of Councilors for the last business year ending within two years after his/her election. However, he/she may be reappointed as a Director.
    • 2 The term of office of an Auditor shall expire at the end of the ordinary meeting of the Board of Councilors for the last business year ending within four years after his/her election. However he/she may be reappointed as an Auditor.
    • 3 The term of office of a Director or Auditor appointed as a substitute for a Director or Auditor who resigned prior to the expiration of his/her term shall run until the expiration of the term of office of his/her predecessor.
    • 4 If the number of Directors or Auditors would otherwise fall below the minimum number required by Article 27, Paragraph 1, a Director or Auditor shall continue to have rights and duties as a Director or Auditor even after the expiration of his/her term of office or after his/her resignation until a newly elected Director or Auditor takes office.

• （Dismissal of Officers）
  • Article 32 A Director or an Auditor may be dismissed by resolution of the Board of Councilors If any of the following situations occur:
    • （1）The Director or Auditor violates his/her obligations in relation to their duties or fails to perform his/her duties; or
    • （2）The Director or Auditor has a physical or mental disorder and has difficulty in executing his/her duties or cannot perform his/her duties.

• （Remuneration etc.）
  • Article 33 Directors and Auditors shall receive the remuneration calculated in accordance with the remuneration payment standard separately provided by the Board of Councilors. The date of payment and other procedures shall be specified by the Remuneration Regulations that will be separately provided by the Board of Directors.
  • 2 Directors and Auditors may be reimbursed for the costs incurred in the performance of their duties. The payment standard in such cases shall be separately specified by resolution of the Board of Councilors.

• （Restriction of Transactions）
  • Article 34 Prior to undertaking any of the transactions described below, a Director shall disclose facts material to the transaction and obtain approval at the meeting of the Board of Directors.
    • （1）Any transactions carried out for themselves or for a third party which is in line with the business of the Foundation;
    • （2）Transactions with this Foundation for himself/herself or for a third party; or
    • （3）The Foundation’s guarantee of the Director’s debts or any other transaction with a third party which causes conflict of interest between the Foundation and the Director
    • 2 A Director who has engaged in any of the transactions identified in the preceding paragraph shall, without delay, report the facts material to the transaction at the Board of Directors after each such transaction.

• （Exemption from Liability for Damages of Officers）
  • Article 35 The Foundation may be exempted, to the extent which the laws and regulations stipulate, from liability for damages due to the failure by Directors and/or Auditors to exercise due care, under the provisions of Article 114, Paragraph 1, as applied mutatis mutandis pursuant to Article 198 of the General Associations/Foundations Act, by a resolution of the Board of Councilors.

• （Honorary Advisor）
  • Article 36 The Foundation may have up to 5 Honorary Advisors.
    • 2 The Honorary Advisors shall perform the following duties:
      • （1）Advise the Chairperson; and
      • （2）Express opinions on the matters consulted on by the Board of Directors.
    • 3 The Honorary Advisors shall be elected by the Board of Directors.
    • 4 The term of office of the Honorary Advisors shall be two years, but they may be reelected.
    • 5 No remuneration shall be paid to the Honorary Advisors. However, they may be reimbursed for the costs incurred in the performance of their duties.

• （Honorary Chairperson）
  • Article 37　The Foundation may have an Honorary Chairperson.
    • 2 The Honorary Chairperson shall be selected by the Board of Directors from the Chairpersons in the past who made a remarkable achievement for the Foundation.
    • 3 he Honorary Chairperson shall, upon request from the Chairperson, give advice on important matters related to this Foundation.
    • 4 The Honorary Chairperson shall not have the right of representation.
    • 5 The Honorary Chairperson shall not receive any remuneration. Note that, however, the costs required for performing his/her duties may be borne by the Foundation.

• （Organization）
  • Article 38 The Board of Directors shall consist of all Directors.

• （Authority）
  • Article 39 The Board of Directors shall perform the following duties:
    • （1）Make decisions on the execution of the projects of the Foundation;
    • （2）Supervise execution of the duties of the Directors; and督
    • （3）Elect and dismiss the Chairperson.

• （Types of Meetings and Convocation）
  • Article 40 There are two types of Board of Directors meetings: ordinary meeting of the Board of Directors and extraordinary meeting of the Board of Directors.
    • 2 The ordinary meeting of the Board of Directors shall be held twice or more in every business year.
    • 3 The extraordinary meeting of the Board of Directors shall be held:
      • （1）When the Chairperson judges it necessary;
      • （2）When a Director other than the Chairperson requests the Chairperson to convene a meeting of the Board of Directors by giving a written notice describing the matter to be discussed at the Board of Directors;
      • （3）When a Director making the above request convenes a meeting of the Board of Directors in the case where a convocation notice stating a date for the meeting of the Board of Directors within two weeks from the above request is not issued within five days of the request as specified in the preceding Item; or
      • （4）When an Auditor requests the Chairperson for convocation or an Auditor convenes a meeting in accordance with provisions of Paragraphs 2 and 3 under Article 101, as applied mutatis mutandis pursuant to Article 197 of the General Associations/Foundations Act.

• （Convocation）
  • Article 41 The Chairperson shall convene a meeting of the Board of Directors except in cases where a Director convenes a meeting under Paragraph 3, Item 3 of the preceding Article and where an Auditor convenes a meeting under the latter case of Item 4 in Paragraph 3 of the preceding Article.。
    • 2 If the Chairperson is unavailable due to absence or accident, another Director shall convene a meeting of the Board of Directors.
    • 3 A Director (in the case of Paragraph 3, Item 3 of the preceding Article) or an Auditor (in the case of Paragraph 3, Item 4 (latter half) of the preceding Article) shall convene a meeting of the Board of Directors.
    • 4 The Chairperson shall, in the case of Paragraph 3, Item 2 or the first case of Item 4 of the preceding Article, convene within five days from the request an extraordinary meeting of the Board of Directors specifying a date within two weeks from the request as the date of the meeting.
    • 5 The person who convenes a meeting of the Board of Directors shall issue a written notice stating the date and time and place of the meeting and the matters that shall be the subject of discussion at the meeting, which shall be given to the Directors and Auditors by the date that is one week prior to the date of the meeting of the Board of Directors.
    • 6 Notwithstanding the provision in the above paragraph, a meeting of the Board of Directors may be held without the convocation procedures provided that all Directors and Auditors consent.

• （Chairmanship）
  • Article 42 The Chairperson shall chair the meeting of the Board of Directors. If the Chairperson is unavailable due to absence or accident, another Director shall chair the meeting.

• （Resolution）
  • Article 43 A majority of all Directors, excluding those who have special interest in the resolution, shall constitute a quorum. A resolution of the Board of Directors shall be made by a majority vote of the Directors present.

• （Omission of Resolution）
  • Article 44 If all Directors who are eligible to vote on a certain proposal made by a Director regarding matters to be voted on by the Board of Directors express agreement in writing or via electromagnetic means (except when the Auditor makes an objection against that proposal), it shall be deemed that a resolution to approve that proposal has been made by the Board of Directors.

• （Omission of report）
  • Article 45 If a Director or Auditor sends a notice to all Directors and Auditors on a certain matter to be reported to the Board of Directors, it is not necessary to report that matter to a meeting of the Board of Directors.
    • 2 The provision of the preceding paragraph shall not apply to the report described in the provision of Article 29, Paragraph 3.

• （Minutes）
  • Article 46 Minutes shall be prepared for the meetings of the Board of Directors as required by any applicable laws and regulations.
    • 2 The Chairperson and Auditors present shall sign or affix their seal on the minutes described in the preceding paragraph.

• （Rules to Manage the Board of Directors）
  • Article 47 The matters required for management of the Board of Directors shall be settled in accordance with the Rules to Manage the Board of Directors provided by the Board of Directors as well as with any applicable laws and regulations and these Articles of Incorporation.

• （The Committee）
  • Article 48 In order to ensure the smooth promotion of the activities of the Foundation, an Advisory Committee shall be established.
    • 2 Members of the Advisory Committee shall be elected at meetings of the Board of Councilors.
    • 3 Duties, organization and other matters required for management in relation to the Advisory Committee shall be in accordance with the Rules of the Advisory Committee separately specified by a resolution of the Board of Directors.

• （Committees）
  • Article 49 In order to ensure the smooth promotion of the Foundation’s activities, the Foundation may establish certain committees by resolutions of the Board of Directors.
    • 2 Members of the committees shall be elected at meetings of the Board of Directors.
    • 3 Duties, organization and other matters required for management of the committees shall be in accordance with the Rules on Committees separately provided by a resolution of the Board of Directors.

• （Amendment to the Articles of Incorporation）
  • Article 50 These Articles of Incorporation may be amended by a resolution of the Board of Councilors.
    • 2 The provision of the preceding paragraph shall also apply to Article 4, Article 5 and Article 14 of these Articles of Incorporation.

• （Dissolution）
  • Article 51 The Foundation shall be dissolved if the Foundation finds itself unable to successfully carry out its activities to achieve its objectives due to a loss of the Basic Assets or for any other reasons stipulated in any applicable laws or regulations.

• （Donation as a Result of Cancellation of Public Interest Corporation Authorization）
  • Article 52 If the authorization of the Foundation as Public Interest Incorporated Foundation is cancelled or the Foundation ceases to exist as a result of merger (excluding a case where a juridical person that succeeds the rights and obligations of the Foundation is a public interest corporation), the assets of the amount equivalent to the remaining amount of the public interest purposes acquired property shall be, upon resolution of the Board of Councilors, donated to corporations listed in Article 5, Item 17 of the Public Interest Corporation Authorization Act, or to the state or any local government within one month from the date of cancellation of authorization as a public interest corporation or the date of merger.

• （Ownership of Residual Property）
  • Article 53 Any residual property retained by the Foundation after liquidation shall be, upon resolution of the Board of Councilors, donated to corporations listed in Article 5, Item 17 of the Public Interest Corporation Authorization Act, or to the state or any local government.

• （Administration Office）
  • Article 54 The Foundation shall establish an Administration Office for its administrative operations.
    • 2 The Administration Office shall have a Secretary-General and necessary staff members.
    • 3 Important staff including the Secretary-General and general managers shall be appointed and dismissed by the Chairperson after obtaining approval from the Board of Directors.
    • 4 Staff members other than the important staff mentioned above shall be appointed and dismissed by the Chairperson.
    • 5 Matters required for organization and management of the administration office shall be separately specified by the Chairperson upon resolution of the Board of Directors.

• （Members)
  • Article 55 Individuals and organizations that support the objectives of the Foundation and are willing to cooperate in its activities may be Members.
    • 2 Matters required in relation to Members shall be agreed upon by resolution of the Board of Directors, in accordance with the separately provided rules concerning admission, withdrawal and fees for the Members.

• （Disclosure of Information）
  • Article 56 The Foundation shall, in order to promote its fair and open activities, positively disclose the status of its activities, operation contents, financial data etc.
    • 2 Matters required for information disclosure shall be in accordance with the Rules on Information Disclosure separately provided by a resolution of the Board of Directors.

• （Protection of Personal Information）
  • Article 57 The Foundation shall make every effort to protect personal information obtained in the course of its activities.
    • 2 Matters required for personal information protection shall be separately provided by a resolution of the Board of Directors.

• Articles 37 to 56 in the previous version shall have their numbers increased by one.
• Revision by Authorized Public Interested Incorporated Foundation-Kiyoko Goto and Paul Bourdarie Cancer Foundation approved. On ,2017 (Article 16 and 33 are revised; Article 37 is added, Article 38 to 56 in the previous version shall have their numbers increased by one)

I verify the items above are our Articles of Incorporation here.