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Articles of Association of the TNG Workers Cooperative

Chapter I General Provisions

(Purpose)
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**The purpose of the TNG Workers' Cooperative is to promote workers' cooperatives and solidarity economy in society through the autonomous, cooperative and sustainable work of each member and the success of the cooperative's business.
the spread of workers' cooperatives and the solidarity economy in society through the autonomous, cooperative and sustained work of each member and the success of the Union's business.
The purpose of the union is to spread worker cooperatives and solidarity economy in society through autonomous, cooperative and sustainable work of each member and the success of the union's business. As a workers' cooperative, each member has one vote in the General Assembly, the highest decision-making body of the cooperative.
As a workers' cooperative, each member has the right to vote and cast one vote at the General Assembly, the supreme decision-making body of the cooperative.

(Name)
} Article 2** This union is a cooperative of workers.
Article 2 This union shall be called TNG Workers' Cooperative Union.

(Business)
Article 3 The business of the TNG Workers Cooperative shall be system integration, software development, implementation support and consulting.
The business of the TNG Workers Cooperative shall be system integration, software development, implementation support and consulting.

(Area of Pref. in which business is conducted) {{Article 4}}}
Article 4 The business area of the Association shall be Kanagawa Prefecture.

(Location of Office) ** Article 5** The Association shall operate its business in Kanagawa Prefecture.
Article 5 The Association shall have its place of business in Yugawara-cho, Kanagawa Prefecture.

(Method of Public Notice) blur
Article 6 Public notice of the Partnership shall be given by posting a notice in the office of the Partnership.
Article 6** Public notices of the Kumiai shall be posted at the office of the Kumiai.

Article 7 ** (Articles of Incorporation, etc.)** blog
Article 7 In addition to the provisions of these Articles of Incorporation, other necessary matters shall be stipulated in the Articles of Incorporation.

2 Establishment, modification, or abolition of the By-Laws shall be subject to a resolution of the General Assembly.

3 Notwithstanding the provision of the preceding paragraph, minor changes in the Articles of Incorporation and amendments to related laws and regulations (such as the transfer of articles, etc.) shall be approved by the General Assembly.
3 Notwithstanding the preceding paragraph, the General Assembly may vote on minor amendments to the rules and regulations, as well as on the arrangement of provisions in connection with amendments to related laws and regulations (limited to those that do not involve substantive changes in the content of such laws and regulations, such as the transfer of provisions).
(2) The Board of Directors shall decide on the arrangement of the provisions of the Articles of Incorporation in accordance with amendments to the relevant laws and regulations (limited to those that do not substantially change the contents of the relevant laws and regulations, such as the transfer of provisions) without a resolution of the General Assembly. In this case, the scope of matters that do not require a resolution of the General Assembly
In this case, notice of the scope of matters not requiring a resolution at a general meeting and the details of the changes shall be given to the partners in writing or by electromagnetic means.
the details of the amendment in writing or by electromagnetic means.

chapter ii partners

(Qualifications for Partnership Membership)
Article 8 The persons qualified to become partners of the Partnership are those who agree with the purposes for which the Partnership was established and exists
(2) Notwithstanding the preceding paragraph, the following provisions shall apply

(2) Notwithstanding the preceding paragraph, any of the following persons may not become a partner
(i) a person who is a member of a crime syndicate or a crime syndicate

  (i) Members of organized crime groups as defined in Article 2, Item 6 of the Act on Prevention of Unjustifiable Acts by Organized Crime Groups (Boryokudanren)
(i) Members of organized crime groups as defined in Article 2, item 6 of the Act on Prevention of Unjustifiable Acts by Organized Crime Groups (hereinafter "Organized Crime Group Members") (ii) A person who has not been a Boryokudan Member for five years since he/she ceased to be a Boryokudan Member.
(i) A person who has not been a Boryokudan member for a period of five years since he/she ceased to be a Boryokudan member.

  (ii) A person who is recognized to be taking unfair advantage of a Boryokudanin, etc.

  (iii) A person who is deemed to be involved in providing funds, etc. or benefits to a Boryokudanin, etc.
  (iii) A person who is recognized to be involved in providing funds, etc. or favors to organized crime groups, etc.

  (iv) A person who is recognized to have a socially reprehensible relationship with Boryokudan-in etc.

(Membership) cHBO
Article 9 A person who wishes to become a partner of the Partnership shall submit a written application for membership stating the number of investment units he/she wishes to subscribe for.
(1) A person who wishes to become a member of the Partnership shall submit to the Partnership a written application for membership stating the number of investment units he/she wishes to subscribe for.

2 Upon receipt of the application form as set forth in the preceding paragraph, the Board of Directors will decide whether or not to accept the application and will report the acceptance of the application at the General Meeting.
The Society's Board of Directors shall decide whether or not to accept the application and report its acceptance at a general meeting.

(3) If the Society accepts the application for subscription as stipulated in the preceding paragraph, the Society shall notify the applicant in writing to that effect, and shall make a report on the subscription to the general meeting.
3. If the Society accepts the application for subscription in accordance with the preceding paragraph, it shall notify the applicant in writing to that effect and require the applicant to make payment of the subscription.

(4) If a person whose subscription has been approved completes payment of the amount corresponding to the number of units as provided in Article 16(1), the Partnership will notify the person who made the application in writing of such fact and cause such person to make payment.
(4) A person who has been admitted as a partner shall acquire the status of a partner upon completion of payment of the amount corresponding to the number of units as provided in Article 16(1).

(5) When a person who intends to become a partner acquires the status of partner, the Partnership shall enter such person's name in the register of partners or notify such person electromagnetically (the "Register of Partners").
5. When a person who intends to become a partner acquires the status of a partner, the Partnership shall enter such information in the register of partners or record such information by electromagnetic means.

(Reflection of Opinions)
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Article 10 In order to appropriately reflect the opinions of the partners in the conduct of its business, the Partnership shall give special consideration to the following
In order to appropriately reflect the opinions of the partners in the conduct of its business, the Partnership shall give special consideration to the following

  (i) The union members shall participate in regular or extraordinary meetings of the union members at workplaces or offices.
(i) Members shall participate in regular or ad hoc meetings of members at their workplaces or offices to discuss management, including business and working conditions, on their own initiative or on the basis of management information presented by the Board of Directors, and
The union members are guaranteed to participate in regular or ad hoc meetings of members at their workplaces or offices to discuss management, including business and working conditions, on their own initiative or on the basis of management information presented by the board of directors, and to compile and submit these discussions as requests to the board.
(ii) The union shall be guaranteed to submit requests to the Board of Directors.

(ii) The Partnership shall receive reports on requests and other proposals at the meetings described in the preceding item.
(iii) That, in addition to receiving reports on such requests and other proposals at the meetings mentioned in the preceding item, the Partnership shall hear necessary reports on the purpose of such requests and proposals.

  (iii) Such reports and the next order of business of the meeting of the partners held at the workplace or worksite shall be in writing or in the form of a report of the proceedings of the meeting of the partners.
(iii) to record in writing or by electromagnetic means such reports and the proceedings of the meetings of the partners held at the workplace or business office, and to record the matters so recorded or recorded in writing or by electromagnetic means.
(iii) Such reports and the proceedings of the meetings of the partners held at the workplace or worksite shall be set forth in writing or recorded by electromagnetic means, and the matters so set forth or recorded shall be set forth in the rules with the title of the minutes of the meetings of the workplace or worksite

(iv) The Partnership may make requests or other proposals, or participate in the discussion of such requests or proposals, and
(iv) The union may not dismiss or otherwise treat workers adversely in labor relations for making requests or other proposals, or for participating in the discussion of such requests or proposals and agreeing to make them
(iii) The union shall not dismiss or otherwise treat its members in a disadvantageous manner in labor relations, or discriminate in the treatment of its members.
(2) The union shall not, at the general meeting of the general meeting

(2) The union must report at the general meeting on the union's response to the preceding paragraph.
(2) The union shall report its response to the preceding paragraph at the general meeting of the general assembly.

(Freedom of Withdrawal)
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Article 11 Upon giving prior notice to the Partnership, a partner may withdraw from the Partnership at the end of the fiscal year.
Article 11** A partner may withdraw from the Partnership at the end of a business year upon giving prior notice to the Partnership.

(2) The notice set forth in the preceding paragraph must be given in writing at least 90 days prior to the last day of the fiscal year.
(3) The Association may withdraw from the business year.

(Statutory Withdrawal) cHistory
Article 12 A partner may withdraw from the Partnership for any of the following reasons

  (i) Loss of qualification as a partner as set forth in Article 8

  (ii) death

  (iii) Expulsion.

2 Notwithstanding the provisions of the preceding paragraph, if a partner takes leave of absence for reasons of childcare or nursing care, the partner shall be deemed to have lost his or her status as a partner.
(i) Loss of eligibility for membership   (ii) Death   (iii) Expulsion

(Expulsion) cHBH}
Article 13 The Partnership may expel a partner who falls under any of the following items by a resolution of the General Meeting
Article 13** The Partnership may expel a partner who falls under any of the following items by a resolution of the General Meeting. In this case, the Partnership shall notify the partners to that effect at least ten (10) days prior to the date of the general meeting.
In such cases, the Partnership shall notify the partners to that effect at least 10 days prior to the date of the general meeting and give them an opportunity to explain themselves at the general meeting.
In this case, the Partnership shall so notify the partners at least 10 days prior to the date of the general meeting and give them an opportunity to explain themselves at the meeting.

  (i) A partner who is seriously damaging the internal order of the Partnership;   (ii) A partner who is seriously damaging the internal order of the Partnership; or

  (ii) A partner who interferes or attempts to interfere with the Partnership's business

  (iii) A partner who commits a crime or any other act that is detrimental to the credit of the Partnership.

(2) Expulsion may not be asserted against a partner without notice to that effect to the expelled partner.
(2) Expulsion may not be asserted against a partner unless notice is given to the expelled partner to that effect.

(Refund of Withdrawal of Interests of Withdrawn Persons) ** Article 14 (Refund of Interests of Withdrawn Persons)
Article 14 If a partner withdraws due to free withdrawal or loss of qualification as a partner
(Refund of Equity Interests of Withdrawal) ** Article 14** If a partner withdraws from a Partnership due to free withdrawal or loss of qualification as a partner
(2) Contributions in kind (Article 2, Paragraph 1)

(2) In the case of a contribution in kind (Article 19), the amount of paid-in capital as referred to in the preceding paragraph means the value of the actual contribution as set forth in the attached table.
(Article 19), the amount of capital contribution in kind referred to in the preceding paragraph means the price of the actual thing as set out in the Schedule.

(3) If a partner withdraws from the Partnership, the Partnership shall be entitled to receive the amount of the partner's capital contribution to the Partnership (the amount of the partner's capital contribution as of the end of the fiscal year in which the partner withdrew).
(If the assets of the Partnership as of the end of the fiscal year in which the withdrawal occurs are less than the total amount of the executed contributions, the amount of such decrease shall be deducted from the amount of such contributions.
(If the assets of the Partnership as of the end of the fiscal year in which the withdrawal is made are less than the total amount of the executed capital contribution, the amount of such reduction shall be reduced from the amount of capital contribution in proportion to each partner's capital contribution).
(2) In the event that a partner's interest in a limited partnership is reduced by more than the total amount of the partners' capital contributions, the partner shall be refunded all or part of his/her interest. However, in the event of expulsion, the refund shall be limited to half of the amount.
4. The Partnership will refund all or part of the interest in the Partnership to the extent of the amount of the withdrawal.

(4) The Partnership may suspend refunds as provided in the preceding paragraph until all debts owed to the Partnership by the withdrawing partners have been paid in full.
4 The Partnership may suspend refunds as provided in the preceding paragraph until all debts owed to the Partnership by the withdrawing partners are fully repaid.

(5) If, at the end of a business year, the assets of the Partnership are insufficient to fully repay its debts, the Partnership may suspend refunds as provided in paragraph 3.
(5) If, at the end of the business year, the assets of the Partnership are insufficient to fully repay its obligations, the Partnership may not make the refunds set forth in paragraph 3.

Article 15 (Reduction in the Number of Units)
Article 15 The partners may, for particularly compelling reasons and with the approval of the Board of Directors, reduce the number of their investment units as of the end of the business year.
(1) The number of investment units may be reduced at the end of each business year with the approval of the Board of Directors.

(2) The provisions of the preceding Article (Refund of Equity Interests of Withdrawing Persons) shall apply mutatis mutandis to the reduction of the number of investment units.

Chapter 3 Capital Contributions

(Amount of one unit of investment)
Article 16 The amount of one unit of investment shall be 1,000 yen.

2 Each partner must hold at least one unit of investment.

(Payment of Contributions)
Article 17 The entire amount of a capital contribution may be paid in at one time or in installments.

(Increase of capital)
Article 18 Any increase in capital by an increase in the number of investment units or in the amount of one investment unit shall be subject to the consent of all partners.
The consent of all partners is required in each case, and no capital increase or additional contribution may be made by the partners solely by a resolution to amend the articles of incorporation.
(2) The increase in capital by an increase in the amount of one unit of investment shall be subject to the approval of all partners in each case.

(2) Notwithstanding the preceding paragraph, in the case of a capital increase due to an increase in the amount of one unit of investment, the partners may not increase their capital in proportion to the number of units they have already subscribed.
(2) Notwithstanding the preceding paragraph, in the event of a capital increase due to an increase in the amount of one unit of capital, the partners may not increase their capital by dividing the amount corresponding to the number of units they have already subscribed by the amount of such increase
(2) Notwithstanding the preceding paragraph, the consent of the partners is not required if the amount of one unit of capital contribution is increased by dividing the amount corresponding to the number of units already subscribed by the partners by the amount to be increased.

Article 19 (Contribution in Kind)
Article 19* Contribution in kind shall be made on the date stipulated in Article 25(3) of the Act (the date on which the director receives delivery of the articles of incorporation without delay after receipt of delivery of the articles of incorporation).
Article 19** Contributions 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 director has received the delivery of the incorporation affairs).
(2) A person who qualifies as a partner

(2) If a person qualifying as a partner makes an offer to contribute in kind, the Board of Directors may accept such offer as provided in paragraph 1 of Article 31.
(2) If a person qualifying as a partner makes an offer to make a capital contribution in kind, the Board of Directors shall decide on the terms and conditions of such offer and whether or not it is acceptable.

(3) The name of the person who makes a contribution-in-kind to the Partnership, the property to be contributed and its value, and the number of units to be contributed to such person are as set forth in the attached table.
3. The name of the person who makes a contribution in kind to the Partnership, the property to be contributed, the price thereof, and the number of units to be contributed to such person are shown in the attached table.

(4) With respect to a person who becomes a partner by making a contribution in kind, the price set forth in the preceding paragraph shall be the amount of the paid-in capital contribution.
If such a partner withdraws, the amount of capital contribution shall be the amount of capital contribution paid in in accordance with the terms and conditions of acceptance as set forth in paragraph 2, unless there are exceptional circumstances.
If such partner withdraws, all or part of his/her interest shall be refunded in accordance with the conditions of acceptance as set forth in paragraph 2 and in accordance with the provisions of Article 14.
(2) The Partnership shall pay back all or part of such interest in accordance with the terms of the acceptance referred to in paragraph (2) and in accordance with Article 14.

(Calculation of Interests by Revised Formula) rz
Article 20 The interest of the partners shall be calculated on the net assets of the Partnership in proportion to the number of their units of investment.
Article 20** The partners' equity interest shall be calculated on the net assets of the Partnership in proportion to their number of investment units.

(2) In calculating the equity interest, any fraction of less than one thousand (1,000) yen shall be rounded down to the nearest one thousand (1,000) yen.

chapter iv officers

(Officers)
} Article 21** (Officers)
Article 21 This association shall have directors and auditors as officers.

(2) The officers shall faithfully discharge their duties in accordance with the main purpose of the cooperative society, which is "one for all and all for one.
They shall faithfully fulfill their duties in accordance with the essential purpose of the cooperative, which is "one for all and all for one", and shall not act or conduct business for the benefit of any particular member.
(2) Officers shall faithfully discharge their duties in accordance with the essential purpose of the Cooperative, which is "One for all and all for one.

3 Officers shall be elected by the members of the cooperative by exercising their voting rights at the general meeting.

(Fixed Number of Officers)
Article 22 The Partnership shall have three (3) directors.

2. The association shall have one (1) auditor.

(Term of office of officers) }
Article 23 The term of office of directors and auditors shall be two (2) years, commencing from the expiration of the term of office of their predecessors.
The term of office of directors and auditors shall be two (2) years.

2 Notwithstanding the provisions of the preceding paragraph, the term of office may be extended, if circumstances require, to a period ending within two years after their assumption of office.
2 Notwithstanding the preceding paragraph, the term of office may be extended, if circumstances so require, until the conclusion of the ordinary general meeting for the last fiscal year ending within two years of the assumption of office.

(3) If the number of officers is less than the fixed number, the officers who have retired due to the expiration of their terms of office or resignation shall be elected as new officers.
3. If the number of officers becomes insufficient, the officers who have retired due to the expiration of their term of office or resignation shall continue to perform their duties as officers until newly elected officers assume office.
The directors shall continue to hold office until the newly elected directors take office.

(Election of Directors)
Article 24 Directors shall be elected by a resolution on a slate of candidates for the Board of Directors submitted by the Selection Committee, which shall be constituted in accordance with the Rules of the Selection Committee for Directors.
The Directors shall be elected by a vote on a proposal for candidates for Directors submitted by the said Committee, which shall be constituted in accordance with the Rules of the Director Selection Committee.

2 Directors must be members of the association.

(Remuneration of Directors)
Article 25 Remuneration shall be determined by a resolution of the General Meeting by separating Directors and Auditors.

2 The method of calculation of the remuneration set forth in the preceding paragraph shall be determined by rules.

(Chairman of the Board of Directors)
Article 26 One of the Directors shall be elected by the Board of Directors as the President.

(Representative Director)
Article 27 The Chairman of the Board of Directors shall be the Representative Director.

2 The Representative Director shall have the authority to perform all judicial or extrajudicial acts in connection with the business of the Association.
2 The Representative Director shall have the authority to take all judicial or extrajudicial actions concerning the business of the Association.

(Board of Directors) blog
Article 28 The Board of Directors shall be composed of all Directors.

(2) The Board of Directors shall decide on the execution of all business of the Partnership, except those matters that are to be resolved by the General Meeting, and shall be responsible for the execution of the duties of the Directors.
2 The Board of Directors shall make decisions on the execution of all business of the Partnership and supervise the execution of the duties of the Directors, except for matters to be resolved by the General Meeting.

3. The Chairman of the Board of Directors shall convene meetings of the Board of Directors.

4. Any Director may request the Chairman to convene a meeting of the Board of Directors by indicating to the Chairman the purpose of the meeting.
   (5) The Board of Directors shall convene a meeting of the Board of Directors on the date of the request set forth in the preceding paragraph.

(5) Notice of a meeting of the Board of Directors shall be given within five days of the date of the request set forth in the preceding paragraph, with the date of the meeting to be within two weeks of the date of the request.
(5) If a notice of convocation of a meeting of the Board of Directors is not issued within five days of the date of the request set forth in the preceding paragraph, the Board of Directors shall convene a meeting of the Board of Directors on a date within two weeks of such request.

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