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Articles and Rules of TTC

Articles of Association of
THE TELECOMMUNICATION TECHNOLOGY COMMITTEE

CHAPTER 1 : GENERAL PROVISIONS (Name) Article 1. The Corporation shall be called the Telecommunication Technology Committee. (Offices) Article 2. The Corporation shall have its principle office in Minato-ku, Tokyo and its branch offices at other places as appropriate. Regulations regarding such branch offices shall be provided for separately herefrom. (Purpose) Article 3. The purpose of the Corporation is to contribute to standardization in the field of telecommunications by establishing standards for interconnection of telecommunications networks, and to disseminate such standards. (Activities) Article 4. The Corporation shall execute the following activities for achieving the purpose as set forth in the preceding Article : (1) Development of standards for interconnection of telecommunications networks; (2) Studies and research relating to interconnection of telecommunications networks; (3) Dissemination of standards for interconnection of telecommunications networks; (4) Activities incidental to the preceding three items; and (5) Any other activities necessary to achieve the purpose of the Corporation. CHAPTER 2 : MEMBERS (Categories of Membership) Article 5. Members of the Corporation shall be classified under the following two categories and a full member shall be deemed as a partner under the Japanese Civil Code. (1) "Full member" : A member who joined the Committee by giving its approval to the purpose of the Corporation; and (2) "A Supporting member" : A member who associates itself with the purport of the Corporation and joined it principally to obtain the results of studies and research as well as the developed standards. (Admission) Article 6. A person or entity that intends to join the Corporation shall submit an application accompanied by an entrance fee; provided, however, that this shall not apply to a person or entity that was exempted from this formality by the Board of Directors. The entrance shall be approved by the Board of Directors. The amount, etc., of the entrance fee shall be stipulated separately herefrom upon resolution of the General Assembly. (Membership Fee) Article 7. Each member shall be obligated to pay a membership fee; provided, however, that this shall not apply to a person or entity that was exempted from the payment by the Board of Directors. The types, amounts, method of payment, etc., of the membership fee shall be stipulated separately herefrom upon resolution of the General Assembly. (Withdrawal) Article 8. A member who intends to leave the Corporation shall give written notice to that effect to the Corporation. A member who deceased or dissolved shall be deemed to have left the Corporation. (Expulsion) Article 9. The name of a member may be struck off the list of the Corporation if the member falls under Item 1 below by the resolution of the Board of Directors, and if under Item 2 below by the resolution of the General Assembly; provided, however, that such member shall be given a chance for explanation. (1) In case it failed to pay the membership fee for more than one year; or (2) In case it defamed or disordered the Corporation. (Non-refund of Membership Fee, etc.) Article 10. A membership fee, entrance fee or any other money or article once paid or contributed by a member shall not be refunded. CHAPTER 3 : OFFICIALS ETC. (Officials) Article 11. The Corporation shall have the following Officials: (1) Directors : 20 or less (2) Auditors : 2 or less From among the Directors, one Chairman, one President and two or less Executive Managing Director(s) shall be appointed. (Appointment of Officials) Article 12. The Officials shall be appointed at the General Assembly. The method of appointment shall be stipulated separately herefrom upon resolution of the General Assembly. Chairman, President and Executive Managing Director(s) shall be elected by mutual vote of the Directors. The posts of a director and an auditor shall not be held concurrently. (Duties of Officials) Article 13. Chairman shall represent the Corporation and exercise general control over its activities. President shall represent the Corporation and direct the performance of its activities in accordance with the decision of the Board of Directors. Executive Managing Director(s) shall assist the President, execute daily routine, and carry out duties for the President in case of its disability or vacancy in order of precedence. Directors shall perform activities of the Corporation. Auditors shall perform such duties as stipulated in Article 59 of the Civil Code. (Term of Office of Officials) Article 14. The term of office of Officials shall be two years; provided, however, that reappointment shall not be precluded by this provision. The term of office of an Official who was appointed to fill a vacancy or to increase the number of Officials shall be same as the remaining term of office of its predecessor or other existing Officials. An Official shall, in the case of either resignation or termination of the term of office, continue its duties until its successor assumes its office. (Removal of Officials) Article 15. Any Official who falls under any of the following items may be removed from office by the resolution of the General Assembly: (1) In case of being deemed to be unfit to perform its duties due to a mental or physical disorder; or (2) In case of breach of its duties or an act or acts unbecoming to an official. (Councilors) Article 16. The Corporation shall have 20 or less Councilors. The posts of the Councilors shall be entrusted to men of erudition and experience elected by the President with the approval of the Board of Directors. Councilors shall examine the procedures for the development of standards which is to be conducted by the Corporation as its business and respond to any consultation taken by the Board of Directors regarding matters of importance which the Board of Directors may deem it necessary to refer to the Councilors* meeting. The posts of an Official and a Councilor shall not be held concurrently. The provisions of Article 14 shall apply mutatis mutandis to the Councilors. Matters necessary for the management of the Councilors' meetings shall be separately determined at any of the Councilors' meetings. (Remuneration of Officials, etc.) Article 17. No remuneration shall be paid to any Official or Councilor; provided, however, that full-time Officials may receive remuneration by the resolution of the General Assembly. (Technical Assembly) Article 18. The Corporation shall have the Technical Assembly. The Technical Assembly shall develop standards for interconnection of telecommunications networks, and undertake studies and researches relating to interconnection of telecommunications networks. The organization, method of election of members and any other matters necessary for the management of the Technical Assembly shall be stipulated separately herefrom upon resolution of the Board of Directors. (Secretariat) Article 19. The Committee shall have the Secretariat. The Secretariat shall consist of its staff who shall be appointed by the President. Matters necessary for the management of the Secretariat and to its staff shall be stipulated separately herefrom upon resolution of the Board of Directors. CHAPTER 4 : MEETINGS (Types of Meetings) Article 20. Meetings of the Committee shall be a General Assembly and a Board of Directors meeting, and the General Assembly shall be an ordinary General Assembly and an extraordinary General Assembly. (Constituents) Article 21. The General Assembly shall consist of the partners of the Committee as provided for in Article 5 hereof. The Board of Directors shall consist of the Directors of the Corporation. (Functions) Article 22. In addition to the specific matters as provided for herein, the General Assembly shall resolve: (1) Adoption of business plans; (2) Approval of annual reports; and (3) Other important matters relating to the management of the Corporation. In addition to the specific matters as provided for herein, the Board of Directors shall resolve each following matter: (1) Matters relating to the execution of matters adopted by the General Assembly; (2) Matters to be referred to the General Assembly by the Board of Directors; and (3) Other matters relating to the execution of the duties of the Corporation not required to be resolved by the General Assembly. (Holding of Meetings) Article 23. An ordinary General Assembly shall be held once every year. An extraordinary General Assembly shall be held in any of the following cases: (1) When the Board of Directors considers it necessary; (2) When one third or more of the partners request by specifying the matters to be resolved at the Assembly; or (3) When an auditor convenes the Assembly pursuant to the provisions of Article 59, Paragraph 4 of the Civil Code. A Board of Directors meeting shall be held in any of the following cases: (1) When the President considers it necessary; or (2) When one third or more of the Directors request by specifying the matters to be resolved at the meeting. (Convocation) Article 24. Except in the case as provided for in Paragraph 2, Item 3 of the preceding Article, all meetings shall be convened by the President. In the cases as provided for in Paragraph 2, Item 2 or Paragraph 3, Item 2 of the preceding Article, the President shall convene the meeting within twenty days from the date of request. A meeting shall be convened by giving a written notice to the constituents stating the date, time and place of and matters to be resolved at the meeting no later than seven days prior to the date of such meeting unless the President considers it necessary to convene a Board of Directors meeting urgently. (Chairman of Meetings) Article 25. The General Assembly and the Board of Directors Meeting shall be presided over by the President. (Quorum) Article 26. No meeting may be held unless one half or more of its constituents are present. (Resolution) Article 27. Unless otherwise provided for herein, resolutions at a meeting shall be adopted by a majority vote of the constituents present, and in case of a tie, decision shall be made by the casting vote of the Chairman of the meeting. (Vote in Writing, etc.) Article 28. Any constituent who is unable to attend a meeting for an unavoidable reason may vote in writing or by appointing any other constituent present at the meeting as its proxy who votes on its behalf, with respect to matters notified in advance. In the case of the preceding Paragraph, a constituent who votes in writing or through a proxy shall be deemed to be present at the meeting. (Minutes) Article 29. When a meeting is held, the minutes including each following matter shall be prepared: (1) Date, time and place of the meeting; (2) The present number of the constituents; (3) The number or names of the constituents who attended the meeting (including those who vote in writing or through a proxy); (4) Matters resolved; (5) Progress of the proceedings; and (6) Matters concerning the election of minutes signers. The minutes shall include signatures of two or more minutes signers who are elected at the meeting from among the Chairman and constituents present at such meeting. CHAPTER 5 : ASSETS AND ACCOUNTING (Components of Assets) Article 30. Assets of the Committee shall consist of the following items: (1) Entrance fee and membership fee; (2) Contributed money and other articles; (3) Income from assets; (4) Income from business; and (5) Other income. (Management of Assets) Article 31. Assets of the Committee shall be administered by the President in accordance with the resolution of the Board of Directors. (Defray of Expenses) Article 32. Expenses of the Corporation shall be defrayed from its assets. (Budget and Settlement of Accounts) Article 33. A budget of income and expenses of the Corporation shall be determined by the resolution of the General Assembly every fiscal year, and within two months from the termination of such fiscal year the settlement of accounts of the Corporation shall be approved by the General Assembly together with an inventory and a balance sheet as of the end of every fiscal year after audit by the Auditor. (Provisional Budget) Article 33-2. Notwithstanding the preceding Article, the President shall draw up a provisional budget for the period up to the approval of the budget of income and expenses by the resolution of the Board of Directors to enable the Corporation to earn income or expend money. The income and expenditure as referred to in the preceding Paragraph shall be deemed to be the income and expenditure included a newly made budget. (Fiscal Year) Article 34. The fiscal year of the Committee shall commence on April 1 every year and end on March 31 of the following year. CHAPTER 6 : AMENDMENT TO ARTICLES OF ASSOCIATION AND DISSOLUTION (Amendment to Articles of Association) Article 35. These Articles of Association may not be amended unless such amendment is approved by two-thirds or more of all the partners at the General Assembly and further approved by the Minister of Posts and Telecommunications. (Dissolution of Committee and Disposition of Residual Property) Article 36. The Corporation may not be dissolved unless such dissolution is approved by three-fourths or more of all the partners at the General Assembly and further approved by the Minister of Posts and Telecommunications. The residual property of the Corporation existing at the time of dissolution shall be donated to any other organization which has similar purposes to those of the Corporation following approval by the resolution of the General Assembly and authorized by the Minister of Posts and Telecommunications. CHAPTER 7 : MISCELLANEOUS PROVISIONS Article 37. Any other matters necessary for the implementation of these Articles of Association which are not provided for herein shall be stipulated separately herefrom upon resolution of the Board of Directors. SUPPLEMENTARY PROVISIONS Notwithstanding any provision hereof, the first Officials of the Corporation shall be as determined by the Incorporation General Assembly, and their term of office shall be up to March 31, 1986. Notwithstanding any provision hereof, business plans and a budget of income and expenses of the Corporation for its first fiscal year shall be as determined by the Incorporation General Assembly. The first fiscal year of the Corporation shall be from the date on which its incorporation is authorized through March 31, 1986. SUPPLEMENTARY PROVISION Amendment to these Articles of Association shall take effect on May 6, 1986. SUPPLEMENTARY PROVISION Amendment to these Articles of Association shall take effect on June 20, 1994.

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