Articles of Incorporation of the TNG Worker Cooperative
======

Chapter I General Provisions
------
**(Purpose)**
**Article 1** The purpose of the TNG Worker Cooperative (hereinafter referred to as the "Cooperative") is to promote worker cooperatives and the solidarity economy in society through the autonomous, collaborative, and sustainable work of each member and the success of the Cooperative's business. As a worker cooperative, each member has one vote in the General Assembly, which is the supreme decision-making body of the Cooperative.

**(Name)**
**Article 2** The name of this Cooperative shall be the TNG Worker Cooperative.

**(Business)**
**Article 3** The Cooperative shall conduct business in system integration, software development, implementation support, and consulting.

**(Business Area)**
**Article 4** The business area of the Cooperative shall be Kanagawa Prefecture.

**(Location of Office)**
**Article 5** The Cooperative shall establish its principal place of business in Yugawara-machi, Kanagawa Prefecture.

**(Method of Public Notice)**
**Article 6** Public notices of the Cooperative shall be given by posting them at the Cooperative's principal office.

**(Rules and Regulations)**
**Article 7** In addition to the provisions of these Articles of Incorporation, any necessary matters shall be stipulated in separate rules and regulations.
2. The establishment, modification, or repeal of the rules and regulations shall require a resolution of the General Assembly.
3. Notwithstanding the preceding paragraph, minor changes to the rules and regulations, as well as adjustments to provisions in connection with amendments to related laws and regulations (limited to those that do not involve substantive changes to the content, such as renumbering of articles), shall be decided by the Board of Directors without a resolution of the General Assembly. In such cases, the scope of matters not requiring a General Assembly resolution and the details of the changes shall be notified to the members in writing or by electronic means.

Chapter II Members
------
**(Qualifications for Membership)**
**Article 8** Individuals qualified to become members of the Cooperative are those who support the purpose of the Cooperative and engage or intend to engage in its business.
2. Notwithstanding the preceding paragraph, individuals falling under any of the following items shall not be eligible for membership:
(i) Members of organized crime groups as defined in Article 2, Item 6 of the Act on Prevention of Unjustifiable Acts by Organized Crime Group Members (hereinafter referred to as "Organized Crime Group Members"), or individuals for whom five years have not elapsed since they ceased to be Organized Crime Group Members.
(ii) Persons recognized to be utilizing Organized Crime Group Members, etc., for unjust gains.
(iii) Persons recognized to be involved in providing funds or other benefits to Organized Crime Group Members, etc.
(iv) Persons recognized to have socially reprehensible relationships with Organized Crime Group Members, etc.

**(Admission)**
**Article 9** A person wishing to become a member of the Cooperative shall submit an application for admission stating the number of investment shares they wish to subscribe for.
2. Upon receipt of the application form mentioned in the preceding paragraph, the Board of Directors shall decide whether to accept the application and report its decision at the General Assembly.
3. When the Cooperative accepts an application for subscription in accordance with the preceding paragraph, it shall notify the applicant in writing to that effect and request the payment of the contribution.
4. A person whose admission is approved shall acquire the status of a member upon completing the payment of the amount corresponding to the number of shares as provided in Article 16, Paragraph 1.
5. When a person intending to become a member acquires the status of a member, the Cooperative shall enter their name in the register of members or record it by electronic means.

**(Reflection of Opinions)**
**Article 10** In conducting its business, the Cooperative shall pay special attention to the following to ensure that the opinions of the members are appropriately reflected:
(i) Members are guaranteed to participate in regular or extraordinary workplace or office meetings to discuss management, including business and working conditions, on their own initiative or based on management information presented by the Board of Directors, and to compile and submit these discussions as requests to the Board of Directors.
(ii) In addition to receiving reports on such requests and other proposals at the meetings mentioned in the preceding item, the Cooperative shall hear necessary reports regarding the intent of those requests and proposals.
(iii) The details of such reports and the proceedings of the meetings held at the workplace or office shall be recorded in writing or by electronic means, and the recorded matters shall be defined in the rules under the title of workplace or office meeting minutes.
(iv) The Cooperative shall not dismiss, treat disadvantageously in labor relations, or discriminate against members for making requests or other proposals, participating in the discussion of such requests or proposals, or agreeing to submit them to the Board of Directors.
2. The Cooperative shall report its response to the matters in the preceding paragraph at the General Assembly.

**(Voluntary Withdrawal)**
**Article 11** A member may withdraw from the Cooperative at the end of a business year by giving prior notice to the Cooperative.
2. The notice mentioned in the preceding paragraph must be submitted in writing at least 90 days prior to the last day of the business year.

**(Statutory Withdrawal)**
**Article 12** A member shall withdraw from the Cooperative for any of the following reasons:
(i) Loss of qualifications for membership as set forth in Article 8.
(ii) Death.
(iii) Expulsion.
2. Notwithstanding the provisions of the preceding paragraph, if a member takes a leave of absence for childcare or nursing care, they shall not be deemed to have lost their membership status.

**(Expulsion)**
**Article 13** The Cooperative may expel a member who falls under any of the following items by a resolution of the General Assembly. In such cases, the Cooperative shall notify the member of the expulsion at least 10 days prior to the date of the General Assembly and provide them with an opportunity to explain themselves at the meeting:
(i) A member who seriously disrupts the internal order of the Cooperative.
(ii) A member who obstructs or attempts to obstruct the business of the Cooperative.
(iii) A member who commits a crime or other acts that severely damage the credit of the Cooperative.
2. Expulsion cannot be asserted against a member unless the Cooperative notifies the expelled member to that effect.

**(Refund of Equity Interest of Withdrawing Members)**
**Article 14** When a member withdraws due to voluntary withdrawal or loss of membership qualifications, they may request the refund of their equity interest, up to the limit of their paid-in contributions.
2. In the case of contribution in kind (Article 19), the paid-in contribution amount referred to in the preceding paragraph shall mean the value of the actual property contributed as set forth in the attached table.
3. When a member withdraws, the Cooperative shall refund all or part of their equity interest, up to the limit of the member's contribution amount (or, if the assets of the Cooperative at the end of the business year in which the withdrawal occurs are less than the total paid-in contributions, the amount reduced in proportion to each member's contribution). However, in the case of expulsion, the refund shall be limited to a maximum of half of that amount.
4. The Cooperative may suspend the refund under the preceding paragraph until the withdrawing member has fully repaid all debts owed to the Cooperative.
5. If the Cooperative's assets are insufficient to fully satisfy its debts at the end of the business year, the Cooperative may suspend the refund under Paragraph 3.

**(Reduction in the Number of Shares)**
**Article 15** A member may, for particularly compelling reasons and with the approval of the Board of Directors, reduce the number of their investment shares at the end of a business year.
2. The provisions of the preceding article (Refund of Equity Interest of Withdrawing Members) shall apply mutatis mutandis to the reduction in the number of shares.

Chapter III Contributions
------
**(Share Value)**
**Article 16** The amount of one unit of investment shall be 1,000 yen.
2. Each member must hold at least one unit of investment.

**(Payment of Contributions)**
**Article 17** The full amount of a contribution may be paid in a single payment or in installments.

**(Capital Increase)**
**Article 18** Any capital increase by increasing the number of shares or the amount of one unit of investment shall require the consent of all members. No capital increase or additional contribution can be forced upon members solely by a resolution to amend the Articles of Incorporation.
2. Notwithstanding the preceding paragraph, in the event of a capital increase due to an increase in the amount of one unit of investment, the consent of a member is not required if the capital increase is carried out by dividing the amount corresponding to the number of shares already subscribed by the member by the amount of the increase.

**(Contribution in Kind)**
**Article 19** Applications for contribution in kind may be accepted even after the date stipulated in Article 25, Paragraph 3 of the Act (the date of the first payment to be made without delay after the directors receive the transfer of incorporation affairs).
2. If a person qualified for membership offers to make a contribution in kind, the Board of Directors shall decide on the terms of acceptance and its approval in accordance with Article 31, Item 1.
3. The names of the persons making contributions in kind to the Cooperative, the properties to be contributed and their values, and the number of shares to be issued in return shall be as set forth in the attached table.
4. For members who join by making a contribution in kind, the value set forth in the preceding paragraph shall be deemed the paid-in contribution amount. If such a member withdraws, all or part of their equity interest shall be refunded in accordance with the terms of acceptance in Paragraph 2 and the provisions of Article 14, unless exceptional circumstances exist.

**(Calculation of Equity Interests)**
**Article 20** The equity interest of a member shall be calculated in proportion to the number of their investment shares relative to the net assets of the Cooperative.
2. In calculating the equity interest, any fraction of less than 1,000 yen shall be rounded down.

Chapter IV Officers
------
**(Officers)**
**Article 21** The Cooperative shall have directors and auditors as officers.
2. Officers shall faithfully discharge their duties in accordance with the essential purpose of the cooperative, which is "one for all, all for one," and shall not act or conduct business for the benefit of specific members.
3. Officers shall be elected by the members exercising their voting rights at the General Assembly.

**(Fixed Number of Officers)**
**Article 22** The Cooperative shall have three directors.
2. The Cooperative shall have one auditor.

**(Term of Office of Officers)**
**Article 23** The term of office of directors and auditors shall be two years, commencing from the expiration of their predecessors' terms.
2. Notwithstanding the preceding paragraph, the term of office may be extended, if circumstances require, until the conclusion of the ordinary General Assembly for the last business year ending within two years of their assumption of office.
3. If the number of officers falls below the quorum, officers who retired due to the expiration of their terms or resignation shall continue to perform their duties until newly elected officers assume office.

**(Election of Directors)**
**Article 24** Directors shall be elected by a resolution on a slate of candidates submitted by the Director Selection Committee, which shall be established in accordance with the rules of the committee.
2. Directors must be members of the Cooperative.

**(Remuneration of Officers)**
**Article 25** Remuneration shall be determined by a resolution of the General Assembly, with separate allocations for directors and auditors.
2. The method of calculating the remuneration mentioned in the preceding paragraph shall be determined by separate rules.

**(President)**
**Article 26** One director shall be elected as President by the Board of Directors from among its members.

**(Representative Director)**
**Article 27** The President shall be the Representative Director.
2. The Representative Director shall have the authority to perform all judicial and extrajudicial acts in connection with the business of the Cooperative.

**(Board of Directors)**
**Article 28** The Board of Directors shall consist of all directors.
2. The Board of Directors shall decide on the execution of all business of the Cooperative and supervise the execution of the directors' duties, except for matters reserved for resolution by the General Assembly.
3. The President shall convene meetings of the Board of Directors.
4. Any director may request the President to convene a meeting of the Board of Directors by stating the purpose of the meeting.
5. If a notice to convene a Board of Directors meeting is not issued within five days from the date of the request mentioned in the preceding paragraph, for a date within two weeks from the request date, the director who made the request may convene the meeting themselves.
6. Directors shall report the status of business execution to the Board of Directors at least twice in each business year.
7. Other matters concerning the operation of the Board of Directors shall be decided through consultation among the directors.

**(Convocation Procedures for the Board of Directors)**
**Article 29** Notice of a Board of Directors meeting, indicating the date, time, location, and agenda, shall be sent to each director and auditor at least one week prior to the meeting. However, this period may be shortened in case of emergency.
2. The notice mentioned in the preceding paragraph may also be sent by electronic means.
3. The Board of Directors may be held without formal convocation procedures if all directors consent.

**(Chairman of the Board of Directors)**
**Article 30** A director elected on a case-by-case basis shall act as chairman of the Board of Directors meeting.

**(Matters to be Resolved by the Board of Directors)**
**Article 31** Except as otherwise provided in these Articles of Incorporation, the following matters shall require a resolution of the Board of Directors:
(i) Matters concerning the acquisition and disposal of the Cooperative's assets and the execution of its business.
(ii) Convocation of the General Assembly and matters to be submitted to it.
(iii) Establishment, amendment, and repeal of rules determining procedures for the execution of the Cooperative's assets and business, and other necessary matters.
(iv) Selection of financial institutions for transactions.
(v) In addition to the preceding items, any matters not reserved for General Assembly resolution that the Board of Directors deems necessary.

**(Method of Resolution of the Board of Directors)**
**Article 32** Resolutions of the Board of Directors shall be passed by a majority vote of the directors present, who must constitute a majority of the directors eligible to vote.
2. Directors who have a special interest in a resolution under the preceding paragraph shall not participate in the vote.
3. Directors may participate in Board of Directors resolutions in writing or by electronic means.
4. If a director submits a proposal regarding a matter to be resolved by the Board of Directors, and all directors eligible to vote express their consent to the proposal in writing or by electronic record, the proposal shall be deemed to have been resolved by the Board of Directors, unless the auditor objects.

**(Minutes of the Board of Directors)**
**Article 33** Minutes of the Board of Directors meetings shall be prepared in accordance with Article 11 of the Ordinance for Enforcement of the Worker Cooperative Act, and the directors and auditors present shall sign, or print their names and apply their seals to it.
2. If the minutes mentioned in the preceding paragraph are prepared as electronic records, the directors and auditors present shall apply electronic signatures.

**(Auditors)**
**Article 34** Auditors shall audit the execution of the directors' duties. In such cases, the auditor shall prepare an audit report in accordance with Article 9 of the Ordinance for Enforcement of the Worker Cooperative Act.

Chapter V General Assembly
------
**(Convocation of the General Assembly)**
**Article 35** The General Assembly of the Cooperative shall consist of ordinary General Assemblies and extraordinary General Assemblies.
2. The ordinary General Assembly shall be convened by the President within three months after the end of each business year, and extraordinary General Assemblies may be convened by the President whenever necessary, in either case upon a resolution of the Board of Directors.
3. If members representing at least one-fifth of all members request the convocation of a General Assembly by submitting a document stating the agenda and the reasons for convocation, the Board of Directors shall decide to convene an extraordinary General Assembly within 20 days from the date of the request.
4. In the case of the preceding paragraph, members may submit the request by electronic means instead of in writing.
5. If the directors fail to initiate convocation procedures within 10 days from the date of the request mentioned in Paragraph 3, the members who made the request may convene the General Assembly themselves with the approval of the administrative authority in accordance with Article 60 of the Act.

**(Convocation Procedures for the General Assembly)**
**Article 36** The convener of the General Assembly shall notify the members in writing or by electronic means at least 10 days prior to the meeting, stating the date, time, location, and agenda of the General Assembly.

**(Chairman of the General Assembly)**
**Article 37** The chairman of the General Assembly shall be elected from among the members present at each meeting.

**(Exercise of Voting and Election Rights in Writing or by Proxy)**
**Article 38** Members may exercise their voting and election rights in writing or by proxy regarding matters notified in advance in accordance with Article 36.
2. In lieu of exercising voting or election rights in writing under the preceding paragraph, members may exercise them by electronic means.
3. When a member authorizes a proxy to exercise voting and election rights by electronic means regarding matters notified in advance, the member may submit the proxy authority by electronic means instead of in writing.

**(Report to the General Assembly)**
**Article 39** The directors shall report to the General Assembly on the implementation status and results of measures taken by the Cooperative regarding requests and other proposals (Article 10, Paragraph 1) compiled at workplace or office meetings.

**(Minutes of the General Assembly)**
**Article 40** Minutes of the General Assembly meetings shall be prepared in accordance with Article 69 of the Ordinance for Enforcement of the Worker Cooperative Act, and the directors and auditors present shall sign, or print their names and apply their seals to it.
2. Minutes of the inaugural General Assembly shall be prepared in accordance with Article 4 of the Ordinance for Enforcement of the Worker Cooperative Act, and the directors and auditors present shall sign, or print their names and apply their seals to it.
3. If the minutes mentioned in the preceding paragraphs are prepared as electronic records, the directors and auditors present shall apply electronic signatures.

Chapter VI Accounting
------
**(Business Year)**
**Article 41** The business year of the Cooperative shall begin on November 1 of each year and end on October 31 of the following year.

**(Disposition of Surplus)**
**Article 42** Surplus shall be disposed of as legal reserves, job creation reserves, educational funds carried forward, and dividends.

**(Legal Reserves)**
**Article 43** The Cooperative shall accumulate at least one-tenth of the surplus of each business year (or, if there is a deficit carried forward from the previous year, the amount after filling the deficit) as legal reserves until the reserves reach half of the total amount of contributions.
2. The legal reserves accumulated under the preceding paragraph shall not be drawn down except to fill deficits.

**(Capital Reserves)**
**Article 44** The Cooperative shall record gains from capital reduction (including contributions not refunded in accordance with the proviso of Article 14, Paragraph 3) and gains from mergers as capital reserves.

**(Job Creation Reserves)**
**Article 45** The Cooperative shall accumulate at least one-twentieth of the surplus of each business year as job creation reserves to cover expenses necessary for creating employment opportunities by expanding its business scale or activities.

**(Educational Funds Carried Forward)**
**Article 46** The Cooperative shall carry forward at least one-twentieth of the surplus of each business year to the following business year as educational funds to cover expenses necessary for improving members' knowledge of the Cooperative's business.

**(Dividends Based on Degree of Participation)**
**Article 47** The Cooperative may distribute the remaining surplus after filling deficits and deducting the legal reserves (Article 43), job creation reserves (Article 45), and educational funds carried forward (Article 46).
2. Capital reserves shall not be used as a source for the dividends mentioned in the preceding paragraph.
3. The dividends mentioned in Paragraph 1 shall be calculated based on the hours of work members engaged in the Cooperative's business, qualifications required for their duties, and other relevant criteria.

**(Filing Deficits)**
**Article 48** If a deficit occurs, the Cooperative shall fill it by drawing down the carried-over surplus, the legal reserves accumulated under Article 43, and the capital reserves recorded under Article 44, in that order.

Supplementary Provisions
------
1. Notwithstanding Article 23, the term of office of the officers at the time of establishment shall end at the conclusion of the first ordinary General Assembly.
2. The first business year of the Cooperative shall begin on the date of its establishment and end on October 31, 2023.

The attached table under Article 19 is as follows:

| Property Contributed | Value | Shares Issued | Name |
| --- | --- | --- | --- |
| | | | |