Act of Endowment, Chapter 4 Board of Councilors and Councilors

(Board of Councilors)

21 The Corporate Body shall have a Board of Councilors.

21.2 The Board of Councilors shall be comprised of 19 Councilors.

21.3 The Chairperson of the Board of Directors shall call a meeting of the Board of Councilors.

21.4 If requested by one-third or more of the total number of Councilors to call a meeting of the Board of Councilors to discuss a matter, the Chairperson of the Board of Directors must call a meeting no more than twenty days after the request was made.

21.5 To call a meeting of the Board of Councilors, each Councilor must be notified in writing about the place, date, and time of the meeting, and the matters that should be discussed at the meeting. However, this shall not apply if urgency is required.

21.6 The notification in the preceding paragraph must be made at least seven days before the meeting. However, this shall not apply if urgency is required.

21.7 The meeting of the Board of Councilors shall have a Chair, and the Chair shall be elected from among the Councilors at a meeting of the Board of Councilors.

21.8 The Board of Councilors cannot convene a meeting and conduct votes unless a majority of the Councilors are present. However, this shall not apply when a majority is not present due to the provisions for exclusion in Paragraph 12. (SY19-20:27 BoC; SY19-20:87 BoD)

21.9 In the case of the preceding paragraph, Councilors who have in advance submitted their opinions in writing on the Board of Councilors meeting agenda items shall be considered present.

21.10 Unless otherwise provided for in a law or in the Act of Endowment, votes of the Board of Councilors shall be made by majority of the Councilors present at the meeting. In case of a tie, the Chair shall decide. (SY19-20:27 BoC; SY19-20:87 BoD)

21.11 The Chair cannot participate in a vote as a Councilor. (SY19-20:27 BoC; SY19-20:87 BoD)

21.12 Councilors who have a special interest in an agenda item to be decided upon at a Board of Councilors meeting cannot participate in the decision on that agenda item. (SY19-20:27 BoC; SY19-20:87 BoD)

(Meeting Minutes)

22 The provisions of Article 20, Paragraph 1 and Paragraph 2 apply correspondingly to the minutes of the Board of Councilors meeting. In this case, the text "the Chair and two or more Directors elected by a mutual vote from among the Directors present" in Paragraph 2 of that Article is replaced with "the Chair and two or more Councilors elected by a mutual vote from among the Councilors present." (SY19-20:27 BoC; SY19-20:87 BoD)

(Approval Items)

23 The Chairperson of the Board of Directors must obtain prior approval of the Board of Councilors for the following items.

(1) Budget and Business Plan (SY19-20:27 BoC; SY19-20:87 BoD)

(2) Loans (except for a short-term loan that will be repaid from the current fiscal year’s income), disposal of basic assets, and disposal of real estate and reserve funds from among the operating assets. (SY19-20:27 BoC; SY19-20:87 BoD)

(4) Provisions and standards for remuneration to the Officers (rewards, bonus, other monetary merits which are to be received as compensation for carrying out duties; the same holds below.) (SY19-20:27 BoC; SY19-20:87 BoD)

(5) Changing this Act of Endowment (SY19-20:27 BoC; SY19-20:87 BoD)

(6) Merger (SY19-20:27 BoC; SY19-20:87 BoD)

(7) Dissolution because it has become impossible to achieve the objectives of the Corporate Body (SY19-20:27 BoC; SY19-20:87 BoD)

(8) Items related to soliciting financial or material donations (SY19-20:27 BoC; SY19-20:87 BoD)

(9) Other important items relating to the operations of the Corporate Body that the Board of Directors has deemed necessary (SY19-20:27 BoC; SY19-20:87 BoD)

(Board of Councilors Opinion Report, Etc.)

24 Concerning the state of the Corporate Body's operations or assets and revenue/expenditures, or the state of the Directors' performance of duties, the Board of Councilors may state their opinion to Directors and answer inquiries from them, or ask for reports from Directors.


(Election of Councilors)

25 Councilors shall be the following:

(1) Those elected by the Board of Councilors from among those recommended by the missionary bodies: 16

(2) Those elected by the Board of Councilors from among Corporate Body staff members recommended by the Board of Directors: 1

(3) Those elected by the Board of Directors from among alumni of The School instituted by the Corporate Body who are 25 or more years old: 1

(4) Those elected by the Board of Directors from among those who are experienced in education: 1

25.2 When the Councilor stipulated in Item 2 of the preceding Paragraph resigns from his/her position as a staff member of the Corporate Body, he/she shall lose his/her position as Councilor. (SY19-20:27 BoC; SY19-20:87 BoD)

(Term)

26 The term of a Councilor shall be two years, starting on July 1 and ending on June 30 two years later.

26.2 Councilors may be reelected.

26.3 The term of replacement Councilors can be the remaining term of the predecessor Councilor. (SY19-20:27 BoC; SY19-20:87 BoD)

(Dismissal and Resignation of Councilors)

27 When one of the following items applies to a Councilor, the Councilor may be dismissed by a vote of two-thirds or more of the total number of Councilors.

(1) Inability to perform his or her duties due to an impediment of mind or body.

(2) Serious misconduct inappropriate for a Councilor.

27.2 Councilors will leave office for the following reasons.

(1) Completion of term

(2) Resignation

(3) Death (SY19-20:27 BoC; SY19-20:87 BoD)or.


(Remuneration of Councilors)

28 Councilors may be compensated for expenses incurred in executing their duties.


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