GSTR Foundation - GSTR Grand Prix Official Site
General incorporated foundation GSTR Foundation
GSTR Foundation
articles of incorporation
GSTAR Foundation
GSTR Foundation (GSTR-F)
Chapter 1: General Provisions
(name)
Article 1: This corporation shall be called the GSTR Foundation, a general incorporated foundation.
The English name will be GSTR Foundation (GSTR-F).
(office)
Article 2 The corporation shall have its principal office in Minato-ku, Tokyo.
2. The corporation may establish a branch office elsewhere by resolution of the board of directors.
(Purpose/Business)
Article 3: Our corporation will carry out the following activities to promote the development and promotion of sports and culture through the training and development of the next generation of sports athletes, artists, and instructors, and to contribute to regional revitalization and the prosperity of Japan by promoting activities aimed at enhancing the public interest.
1. Athlete discovery, development and management
2. Sports athlete coach training and management
3. Planning, hosting and management of sports events
4. Sports organization administrative services and guidance
5. Discovering, nurturing and managing artists
6. Hosting and running art shows in Japan and overseas featuring paintings and artworks
7. Providing various information and goods via the Internet
8. Human resource development, education, overseas study, and overseas expansion support
9. Donation receipt, sponsorship solicitation, marketing, and branding planning
10. US real estate sales, investment, brokerage and asset management services
11. Any other business incidental or related to the businesses listed above
(Method of public notice)
Article 4: The Corporation's public notices shall be published electronically.
2. If it is not possible to make a public notice by electronic means due to unavoidable circumstances, the notice shall be published in the Official Gazette.
Chapter 2: Assets and Accounting
(Contribution of property and its value)
Article 5 The assets and their values to be contributed by the founders at the time of the establishment of the corporation shall be as follows:
1. Founder: Gregory W. Lee (paintings / 100 pieces): Total price: ¥50,000,000
2. Founder: Japan Masters Swimming Association (General Incorporated Association): Total value: ¥3,000,000
(Basic assets)
Article 6 The assets that are resolved by the Board of Trustees as being essential for the corporation to carry out its business, which is its purpose, shall be the corporation's basic assets.
2. The endowment assets must be managed with the care of a prudent manager in order to achieve the corporation's objectives. If, for unavoidable reasons, it is intended to dispose of or provide as collateral a portion of the assets, or to exclude such assets from the endowment assets, prior approval must be obtained from a majority of at least two-thirds of the councilors eligible to vote at a board of trustees meeting.
(Fiscal year)
Article 7 The corporation's fiscal year shall be one period per year, from June 1st to May 31st of the following year.
(Business plan and income and expenditure budget)
Article 8: The corporation’s business plan and income and expenditure budget must be prepared by the chairman or the secretary general and approved by the board of directors by the day before the start of each fiscal year. The same applies to any changes to these plans.
2. The documents referred to in the preceding paragraph will be kept at the principal office until the end of the relevant fiscal year and will be made available for general inspection on the website.
(Business report and settlement)
Article 9: After the end of each fiscal year, the following documents shall be prepared under the responsibility of the Chairman or Secretary General regarding the corporation’s business reports and financial statements. These documents shall be audited by the auditors, approved by the Board of Directors, and submitted to the regular Board of Trustees meeting. The contents of documents 1 and 2 shall be reported, and documents 3 through 5 shall be approved.
1) Business report
2) Supplementary details of business report
3) Balance Sheet
4) Income statement (statement of changes in net assets)
5) Supplementary details of the balance sheet and income statement (statement of changes in net assets)
2. In addition to the documents set forth in the preceding paragraph, the audit report will be kept at the principal office for five years, and the articles of incorporation will be kept at the principal office and made available for public inspection on the site.
(Non-distribution of surplus)
Article 10 The corporation will not distribute surplus funds.
Chapter 3: Trustees and the Board of Trustees
Section 1: Councilors
(Councilor)
Article 11 The corporation shall have a minimum of three and a maximum of ten councilors.
(Appointment and dismissal)
Article 12 The appointment and dismissal of councilors shall be carried out by the Councilor Selection Committee, which is composed of one councilor, one director, one auditor, one organizational coordinator, and one external committee member appointed pursuant to the provisions of the following paragraph.
2. External members of the Council Selection Committee shall be appointed by the Board of Directors. However, individuals who fall under any of the following items may not be appointed.
1) Persons who execute business or employees (including former business executives or employees) of the Corporation or related organizations (including major business partners and organizations with significant interests).
2) The spouse, relative within the same degree of kinship, or employee of the person falling under the preceding paragraph (including those who were previously employees).
3. Candidates for council members to be proposed to the Council Member Selection Committee may be recommended by either the Board of Directors or the Board of Trustees.
4. Detailed rules for the operation of the Council Member Selection Committee will be determined by the Board of Directors.
5. A council member may not concurrently serve as a director, auditor, or employee of the corporation or its subsidiaries.
6. The Chairperson of the Board of Trustees shall be selected by the Council Selection Committee.
(term of office)
Article 13 The term of office of a Councilor shall be until the conclusion of the regular meeting of the Board of Councilors for the final fiscal year ending within four years after his/her election.
2. Notwithstanding paragraph 1, the term of office of a Councilor shall be until the end of the fiscal year in which the Councilor reaches the age of 80 (at the time of election). 3. The term of office of a Councilor elected as a substitute shall be the same as the remaining term of the predecessor.
(Remuneration, etc.)
Article 14 Remuneration, bonuses, and other financial benefits that council members receive from the corporation as consideration for the performance of their duties shall be determined by resolution of the Board of Trustees.
2. Councillors may be paid the expenses required to perform their duties.
Section 2: Board of Trustees
(authority)
Article 15 The Board of Trustees shall only make resolutions on matters stipulated in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "General Incorporated Associations Act") and the following matters stipulated in these Articles of Incorporation.
1) Appointment or dismissal of directors and auditors
2) Amount of remuneration for directors and auditors
3) Standards for payment of remuneration and expenses to council members
4) Approval of the balance sheet and profit and loss statement (statement of changes in net assets)
5) Amendments to the Articles of Incorporation
6) Disposal of remaining assets
7) Approval of disposal or exclusion of endowment assets
8) Other matters that are required to be resolved by the Board of Trustees as prescribed by law or these Articles of Incorporation.
(held)
Article 16 Regular meetings of the Board of Trustees shall be held within three months after the end of each business year, and extraordinary meetings of the Board of Trustees shall be held as necessary.
(Convener)
Article 17 The Board of Trustees shall be convened by the Chairman of the Board of Directors or the Chairman of the Organizational Management Committee based on a resolution of the Board of Directors.
2. In the event that the Chairman is unable to attend, the meeting will be convened by the Organizing Committee Chair or another Director in accordance with the order previously determined by the Board of Directors.
(Notice of convocation)
Article 18 The Chairman of the Board of Directors shall notify the Board of Directors of the date, time, and venue of the meeting, as well as the method and purpose of the meeting, in writing or by electromagnetic record at least seven days prior to the meeting date.
2. Notwithstanding the preceding paragraph, if all the Trustees agree, a Board of Trustees meeting may be held without going through the convening procedure.
(Chairman)
Article 19 The chairman of the Board of Trustees shall be elected from among the Trustees present at the meeting.
(resolution)
Article 20 Resolutions of the Board of Trustees meetings shall be made by a majority vote when a majority of the Trustees who are eligible to vote are present. Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be made by a majority vote of at least two-thirds of the Trustees, excluding Trustees who have a special interest in the resolution:
1) Dismissal of an Auditor
2) Amendment of the Articles of Incorporation
3) Approval of disposal or exclusion of endowment assets
4) Other matters stipulated by law
2. When passing a resolution to appoint a director or auditor, a resolution as set forth in paragraph 1 must be passed for each candidate. If the total number of candidates for councilors, directors, or auditors exceeds the number of seats set forth in Article 9 or Article 20, the candidate who receives the majority of votes shall be selected.
(Omission of resolution)
Article 21 If a Director proposes an item that is the purpose of a Board of Trustees meeting, and all of the Trustees who are eligible to vote on the proposal express their consent in writing or by electromagnetic record, the proposal shall be deemed to have been resolved by the Board of Trustees to pass the proposal.
(Omission of report)
Article 22 If a Director notifies all of the Councilors of a matter that should be reported to the Board of Trustees, and all of the Councilors express their consent in writing or by electromagnetic record that the matter does not need to be reported to the Board of Trustees, the matter will be deemed to have been reported to the Board of Trustees.
(minutes)
Article 23 Minutes of the Board of Trustees meetings shall be prepared in accordance with laws and regulations.
2. The chairman and two minutes signatories appointed at the meeting shall sign or affix their names and seals to the minutes referred to in the preceding paragraph.
Chapter 4: Officers and Board of Directors
Section 1: Officers
(board member)
Article 24 The corporation shall have the following executive bodies:
1) Directors: 3 to 30 people
2) Auditors: 1 to 2 persons
2. One of the directors shall be the chairman, one shall be the executive director, and several shall be managing directors.
3. The chairman of the board of directors set forth in the preceding paragraph shall be the legal representative director.
4. An "Organizational Management Committee" will be established as an advisory body directly under the Chairman of the Board of Directors, with one chairperson and up to 20 members.
(Appointment of officers, etc.)
Article 25 Directors and auditors shall be appointed by resolution of the Board of Trustees.
2. The Chairman of the Board of Directors shall be elected from among the Directors by resolution of the Board of Directors.
3. Auditors cannot concurrently serve as directors or employees of the corporation or its subsidiaries.
4. Executive directors as provided for in Article 91, Paragraph 1, Item 2 of the General Corporation Law, as applied mutatis mutandis by Article 198 of the same law, shall be appointed by resolution of the Board of Directors.
(Duties and powers of directors)
Article 26 The directors shall form the board of directors and decide on the execution of the corporation's business in accordance with the provisions of these articles of incorporation.
2. The Chairman of the Board of Directors shall represent the corporation and carry out its business in accordance with laws and regulations and these Articles of Incorporation.
3. The Chairperson of the Organizational Management Committee shall have the same authority to execute business as the Chairman of the Board of Directors.
(Duties and Powers of Auditors)
Article 27 Auditors shall audit the performance of the duties of the Directors and prepare audit reports in accordance with laws and regulations.
2. The auditor may request business reports from directors and employees at any time and investigate the status of the corporation's operations and assets.
(Term of office of officers)
Article 28 The term of office of a Director shall be until the end of the Regular Board of Trustees meeting relating to the final fiscal year ending within two years after his/her election.
2. The maximum number of consecutive terms for a director is four years, and the director may serve until the end of the fiscal year in which he or she turns 80 (at the time of election).
3. The term of office of an Auditor shall be until the end of the regular meeting of the Board of Trustees for the final fiscal year ending within four years after his/her election.
4. There is no specific age limit for the term of office of an auditor.
5. The term of office of a director or auditor appointed as a substitute shall be until the expiration of the term of office of his/her predecessor.
6. In the event that a director or auditor position is vacant, or the number of directors or auditors stipulated in Article 24, Paragraph 1 is vacant, a director or auditor who has retired due to the expiration of his/her term of office or resignation shall retain the rights and obligations of the director or auditor until a newly appointed person takes office.
(Dismissal of officers)
Article 29 If a Director or Auditor falls under any of the following circumstances, that Director or Auditor may be dismissed by the Board of Trustees. However, a resolution to dismiss an Auditor must be passed by a majority of at least two-thirds of the Trustees eligible to vote.
1) Violation of professional obligations or neglect of duties.
2) When a mental or physical disability hinders or prevents the performance of duties.
(Officer's Remuneration, etc.)
Article 30 Remuneration, bonuses, and other financial benefits that directors and auditors receive from the corporation as consideration for the performance of their duties shall be determined by resolution of the Board of Trustees.
(Restrictions on trade)
Article 31 If a Director intends to carry out any of the following transactions, he/she must disclose important facts about the transaction to the Board of Directors and obtain approval.
1) Transactions that fall within the scope of the corporation's business, whether for oneself or a third party
2) Transactions with the Corporation on behalf of yourself or a third party
3) Transactions with persons other than the directors in which the interests of the corporation and its directors conflict, such as guaranteeing the debts of the directors by the corporation.
4) A director who has engaged in a transaction as set forth in the preceding paragraph must report important facts about the transaction to the Board of Directors without delay after the transaction.
(Partial exemption or limitation of liability)
Article 32 Pursuant to the provisions of Article 114, Paragraph 1 of the General Corporation Law, as applied mutatis mutandis by Article 198 of the same law, the corporation may, by resolution of the Board of Directors, exempt a director or auditor from liability for damages due to negligence of their duties, up to the amount prescribed by law.
2. Pursuant to Article 115, Paragraph 1 of the General Corporation Law, as applied mutatis mutandis by Article 198 of the same law, the corporation may enter into agreements with directors (limited to those who are not executive directors or employees of the corporation) or auditors limiting their liability for damages resulting from negligence of their duties. However, the limit of liability shall be the higher of an amount not less than 50 million yen determined in advance by the corporation or the minimum liability amount prescribed by law.
Section 2: Board of Directors
(authority)
Article 33 In addition to the duties separately provided for in these Articles of Incorporation, the Board of Directors shall perform the following duties:
1) Decisions regarding business execution and execution
2) Supervision of the execution of duties by directors
3) Selection and dismissal of the Chairman
(Convocation)
Article 34 Unless otherwise provided for by law, meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors or the Organizing Committee Chairperson.
2. In the event of the Chairman being absent or unable to act, another Director shall convene the meeting in accordance with the order previously determined by the Organizing Committee or the Board of Directors.
3. If all directors and auditors agree, a board meeting may be held without going through the convening procedure.
(Chairman)
Article 35 The chairman of the Board of Directors shall be a director appointed by the Chairman of the Board of Directors or the Organizing Committee Chairman.
(resolution)
Article 36 Unless otherwise provided for in these Articles of Incorporation, resolutions of the Board of Directors shall be made by a majority vote when a majority of the Directors eligible to vote are present.
2. Notwithstanding the provisions of the preceding paragraph, if the requirements of Article 96 of the General Corporation Law, as applied mutatis mutandis by Article 197 of said Law, are met, the proposal shall be deemed to have been approved by a resolution of the Board of Directors.
(Omission of report)
Article 37: When a director or an auditor notifies all directors and auditors of a matter that should be reported to the Board of Directors, they are not required to report that matter to the Board of Directors. However, this does not apply to reports made pursuant to the provisions of Article 91, Paragraph 2 of the General Corporation Law, as applied mutatis mutandis by Article 197 of said law.
(minutes)
Article 38 Minutes of the Board of Directors meetings shall be prepared in accordance with laws and regulations.
2. The Chairman and Auditors in attendance shall sign or affix their names and seals to the minutes of the meeting referred to in the preceding paragraph.
(Board of Directors Rules)
Article 39: Matters necessary for the operation of the Board of Directors shall be determined by the rules of the Board of Directors in addition to those prescribed by law or these Articles of Incorporation.
Chapter 5: Amendments to the Articles of Incorporation, Dissolution and Liquidation
(Amendments to the Articles of Incorporation)
Article 40 These Articles of Incorporation may be amended by a resolution passed by a two-thirds or more majority of the Trustees eligible to vote at the Board of Trustees meeting.
2. The provisions of the preceding paragraph shall also apply to the purpose of the corporation and the methods of appointing and dismissing councilors.
(dissolution)
Article 41 The corporation will be dissolved due to the loss of basic assets or other reasons that make it impossible to succeed in the business that is the corporation's purpose, or for other reasons specified by law.
(Attribution of Residual Assets)
Article 42 In the event of liquidation of the corporation, any remaining assets held by the corporation shall be donated, following a resolution of the Board of Trustees, to other public interest corporations, domestic and international sports and arts organizations, or national or local public entities with similar business objectives to the corporation.
Chapter 6: Supplementary Provisions
(Councillors at the time of establishment)
Article 43 The founding councilors of the corporation shall be as follows:
Founding councilors: Yoya Kato, Toshio Tsuchikura, Taro Mima
(Officers at the time of establishment)
Article 44 The directors, chairman, and auditors at the time of incorporation of the corporation shall be as follows:
Founding Chairman: Takahashi Shigehiro Founding Directors: Ogata Shigeo, Kasuga Hiroko, Koshimura Satoshi, Saito Kyoko, Takahashi Shigehiro, Nakamura Mai Founding Auditors: Kasahara Kazuya, Sato Maki Founding Organizational Coordination Committee Chairman: GREGORY W. LEE
第４５条
この財団は会長 1 名、名誉会長 1 名及び顧問、参与を各若干名置くことが出来る。
（最初の事業年度）
第４６条 当法人の最初の事業年度は、当法人成立の日から 2025 年 5 月 31 日までとする。
（設立者の氏名又は名称及び住所）
第４７条 設立者の氏名又は名称及び住所は、次の通りである。
設立者名①：Gregory W.Lee 〒638-0811 奈良県吉野郡大淀町字土田 225-3
設立者名②：一般社団法人日本マスターズ水泳協会 〒112-0004 東京都文京区後楽 1 丁目 2 番 9 号
（法令の準拠）
第４８条 本定款に定めのない事項は、すべて一般法人法その他の法令に従う。
以上、一般財団法人ジー・エス・ティ・アール財団の設立のため、設立者は本定款を作成し、これに記 名押印する。
2024 年 6 月 11 日
設立者：Gregory W.Lee
設立者：一般社団法人日本マスターズ水泳協会
General Secretariat of the GSTR Foundation
GSTR Foundation
Hibiya Central Building 14F, 1-2-9 Nishi-Shinbashi, Minato-ku, Tokyo
Tel:03-5532-5909 (Representative)
For inquiries regarding the GSTR Foundation, general incorporated foundation, articles of incorporation, and organization chart, please contact us using the form.
Secretary General, GSTR Foundation