Terms

If there are any errors in the translation, the Japanese version will be considered the correct version.

Chapter 1 General Provisions

Article 1 (Name)
The name of this organization shall be DeFi Association (hereinafter referred to as "the Association"). (hereinafter referred to as the "Association") and shall be referred to as the DeFi Association in English.

Article 2 (Principal Office)
The Association shall have its principal office in Chuo Ward, Tokyo.

Article 3 (Purpose)
The purpose of the Association shall be to develop the industry in Japan by promoting the spread of DeFi (decentralized finance), the development of a sound business environment for DeFi, the establishment of a user protection system, and at the same time actively fulfilling its social responsibilities through the mutual exchange and sharing of knowledge among its members, and to achieve these purposes, the Association shall conduct the following activities
(1) Research, development and operation of businesses and services related to DeFi
(2) To collaborate, exchange information and cooperate with DeFi related organizations and businesses in Japan and overseas.
(3) Various activities to create business opportunities related to DeFi
(4) Consulting related to DeFi
(5) Collaboration and exchange of opinions with relevant domestic ministries and agencies on matters related to DeFi
(6) Cooperation with criminal investigations related to DeFi and establishment of a communication system for response
(7) To promote interaction and information exchange among DeFi-related businesses, to hold study sessions, and to organize related events
(8) All other activities to achieve the objectives of the Association.

Article 4 (Method of Public Notice)
Public notice of the Association shall be made by publication in the official gazette.

 

Article 5 (Establishment and Amendment of Rules, etc.) 
The enactment, amendment and abolition of the Enforcement Rules of the Articles of Incorporation and other rules shall be made by decision of the Representative Director, except as otherwise provided by law or these Articles of Incorporation.

 


Chapter 2 Membership

Article 6 (Types)
There shall be three types of members of the Association (hereinafter referred to as "Members"). Members of the Association (hereinafter referred to as "Members") shall be divided into the following three categories: regular Members and certain individual Members who meet the conditions set forth in the Rules separately. (1) Members (1) Regular members
(1) Regular members
(2) Supporting members
(3) Individual members
2 The Association may, by decision of the Representative Director, further divide the membership categories among the members mentioned in Paragraph 1.

Article 7 (Eligibility for Regular Membership)
A person wishing to become a Regular Member of the JBBA shall satisfy all of the following requirements
(1) Submit a written or electronic application in the form prescribed by the JBBA.
(2) Receive approval to become a Regular Member by decision of the Representative Director of the JBBA.
2 The JBBA shall notify in writing or electronically the person who wishes to become a Regular Member of the JBBA of its approval, and the person shall become a Regular Member upon receipt of such notification.
3 The JBBA shall collect from Regular Members the equivalent amount determined by the Representative Director as the admission fee and membership fee in cash or virtual currency.
4 Any person who wishes to lose their status as a regular member of the JBBA shall give written or electronic notice to the JBBA, and shall lose their status as a regular member upon receipt of such notice. Even in the event that a member loses his or her membership, the JBBA shall not refund the admission fee, membership fee, and other contributions already paid.

Article 8 (Loss or Gain of Qualification as a Supporting Member)
A person who wishes to become a supporting member of the JBBA shall satisfy all of the following requirements
(1) Submit an application in writing or electronically using the form provided by the JBBA.
(2) Receive approval to become a supporting member by decision of the representative director of the JBBA.
2 The JBBA shall notify in writing or electronically that it has approved the person who wishes to become a supporting member of the JBBA, and that person shall become a supporting member, etc. when the notification arrives.
3 The Association shall collect from supporting members the equivalent amount determined by the Representative Director as the admission fee and membership fee in cash or virtual currency.
4 A person who wishes to lose the status of a supporting member shall give written or electronic notice to the JBBA, and shall lose the status of supporting member, etc. upon receipt of such notice. Even in the event that a member loses his/her membership, the JBBA shall not refund any admission fees, membership fees, or other contributions already paid.

Article 9 (Individual Membership)
A person wishing to become an individual member of the JBBA shall satisfy all of the following requirements
(1) Submit an application in writing or electronically in accordance with the form prescribed by the JBBA.
(2) To receive approval to become an Individual Member by the approval of the Representative Director at the time of establishment and the Representative Director if they are the same person, or by a majority vote of the directors of the JBBA if they are not.
2 The JBBA shall notify, in writing or electronically, the person seeking to become an Individual Member of the JBBA of its approval, and the person shall become an Individual Member upon receipt of such notification.
3 The JBBA shall collect from Individual Members the equivalent amount determined by the Representative Director as the admission fee and membership fee in cash or virtual currency.
4 Those wishing to lose their individual membership shall give written or electronic notice to the JBBA, and lose their individual membership upon receipt of such notice. Even in the event that a member loses his or her membership, the JBBA shall not refund the admission fee, membership fee, and other contributions already paid.

Article 10 (Expulsion)
If a member falls under any of the following categories, the general meeting of members may expel the member (or change the member from a regular member to a supporting member) by a resolution passed by a majority of two-thirds (2/3) or more of the voting rights of all the members.
(1) If the member has violated the Articles of Incorporation or any other rules of this association.
(2) When a member has defamed the Association or acted contrary to its objectives.
(3) When it becomes clear that the member has a relationship with antisocial forces.
(4) When there are other legitimate reasons for expulsion.
2 Notwithstanding Paragraph 1, in the event that a Supporting Member or Individual Member falls under any of the items of Paragraph 1, the Representative Director may also expel the said Supporting Member or Individual Member by decision of the Representative Director.

 


Chapter 3 Forum and Validation

Article 11 (Forum and Validation) 
The Corporation may hold forums to collect opinions from individual members on matters that the Representative Director considers important.
In the event that a forum is to be held, the Representative Director shall decide on the date, duration, and agenda of the forum, and shall announce the forum at least one week prior to the date of the forum on the website of the Organization or by any other means deemed appropriate by the Representative Director.
3 The following voting rights are available at the forum
(1) Regular member: 1 vote
(2) Supporting member: 1 vote
(3) Individual member: 1 vote
4 The directors will respect the results of the forum vote as much as possible in managing the corporation. In addition, in the event that a resolution is required at a general meeting of the members regarding an important matter for which a forum was held, the regular members shall vote with as much respect as possible for the results of the forum vote.

 


Chapter 4 General Meeting of Members

Article 12 (Composition)
The General Assembly of Members shall be composed of the members (all regular members and some individual members who meet the conditions based on the separately stipulated rules).

Article 13 (Time of Convocation)
An ordinary general meeting of members of the Association shall be convened within three months after the end of each fiscal year, and an extraordinary general meeting of members shall be convened when necessary.

Article 14 (Person Authorized to Convene)
A general meeting of members shall be convened by the Representative Director, except as otherwise provided by law.

Article 15 (Notice of Convocation)
A notice of convocation of a general meeting of members shall be sent at least two weeks prior to the date of the meeting to all members and to individual members who are entitled to exercise their voting rights at the meeting on the date when the decision to convoke the meeting is made.

Article 16 (Chairman of General Meeting of Members)
The Chairperson of the General Meeting of Members shall be the Representative Director.
2 In the event that the Representative Director is unable to act, the Chairperson of the General Meeting of Members shall be elected from among the members present at the General Meeting of Members.

Article 17 (Number of Voting Rights)
The number of voting rights at a general meeting of members shall be one (1) for each regular member and one (1) for each individual member.

Article 18 (Resolution of General Meeting of Members)
Unless otherwise provided by laws and regulations or the Articles of Incorporation, resolutions of the General Meeting of Members shall be adopted by a majority of the voting rights of the members present at the meeting where the members holding a majority of the voting rights of all members are present.
2 The resolution set forth in Article 49, Paragraph 2 of the Act shall be adopted by a majority of not less than half of all the members and not less than two-thirds of all the voting rights of all the members.

Article 19 (Omission of Resolutions and Reports)
1 Notwithstanding the provisions of Paragraph 1 of the preceding article, if the requirements of Article 58, Paragraph 1 of the Act are met, a resolution of the general meeting of members to approve the proposal shall be deemed to have been passed.
2 When the Representative Director has notified all members of the matters to be reported to the general meeting of members, such matters shall not be required to be reported to the general meeting of members.

Article 20 (Minutes)
Minutes of the proceedings of the General Meeting of Members shall be prepared in accordance with laws and regulations, and the chairman shall sign or affix his/her name and seal thereto.

 


Chapter 5 Officers

Article 21 (Officers)
The Association shall have the following officers
(1) Directors: 1 to 5
(2) One of the Directors shall be the Representative Director.

Article 22 (Election of Officers)
1 Directors shall be elected by a resolution of the general meeting of members.
2 The Representative Director shall be selected from among the Directors by a resolution of the General Meeting of Members.

Article 23 (Term of Office of Officers)
The term of office of the Directors shall expire at the conclusion of the Ordinary General Meeting of the Members relating to the last fiscal year ending within one (1) year after their election, and shall not preclude their reappointment.
2 The term of office of a Director elected as a substitute shall expire at the end of the term of office of his/her predecessor.
3 In the event of a vacancy in the office of Director, or in the number of Directors specified in Article 21, Paragraph 1, the Director who has retired due to expiration of the term of office or resignation shall still have the rights and obligations as Director until a newly elected person assumes office.

Article 24 (Duties and Authority of Directors)
1 The Directors shall execute their duties in accordance with the laws and regulations and these Articles of Incorporation.
2 The Representative Director shall represent the Association and supervise the business of the Association.

Article 25 (Remuneration, etc. of Officers)
Remuneration, bonuses and retirement benefits for Directors shall be determined by resolution of the General Meeting of Members.

Article 26 (Restriction of Transactions)
In the event that a Director intends to engage in any of the following transactions, the Director shall disclose the material facts of the transaction at a general meeting of members and obtain its approval
(1) Transactions that fall under the category of the business of the Association for the benefit of themselves or a third party
(2) Transactions with the JBBA on behalf of itself or a third party
(3) Transactions in which the JBBA guarantees the debts of its directors and other transactions with persons other than directors that conflict with the interests of the JBBA and its directors.

Article 27 (Partial Exemption or Limitation of Liability)
The JBBA may enter into a contract with a non-executive director to limit his/her liability for damages due to negligence of duty in accordance with Article 115, Paragraph 1 of the Law.

 


Chapter 6 Committees, etc.

Article 28 (Committees) 
1 The Association may establish committees by resolution of the Representative Director. 
2 The Committee may investigate and deliberate in response to the Representative Director's consultation, and report to or state its opinions to the Representative Director. 
3 The members of the Committee shall be selected from among the executives and employees of the members, outside experts, or executives and employees of the Association, with the approval of the Representative Director.
4 Matters necessary for the composition and operation of the Committee shall be determined separately by resolution of the Representative Director.

Article 29 (Advisors and Counselors)
The Association may, by resolution of the Representative Director, appoint advisors, counselors and other persons to advise the Association.

 


Chapter 7 Accounting

Article 30 (Business Year)
The fiscal year of the JBBA shall be one year, from April 1 of each year to March 31 of the following year.

Article 31 (Business Plan and Budget)
The business plan and income and expenditure budget of the Association shall be prepared by the Representative Director no later than the day before the start of each business year, and shall be approved by the General Meeting of Members. The same shall apply to any amendments thereto.
2 In the business plan set forth in the preceding paragraph, efforts shall be made to incorporate the opinions of as many members as possible, and if a vote on the business plan is held for all members, the results shall be respected to the maximum extent possible.

Article 32 (Business Reports and Accounts)
With regard to the business report and settlement of accounts of the Association, the Representative Director shall prepare the following documents after the end of each fiscal year and submit them to the Ordinary General Meeting of Members, where the contents of documents No. 1 and No. 2 shall be reported and documents No. 3 through No. 5 shall be approved.
(1) Business Report
(2) Supplementary schedules of the business report
(3) Balance sheet
(4) Profit and loss statement (statement of changes in net assets)
(5) Supplementary schedules of the balance sheet and the statement of income (statement of changes in net assets)
2 In addition to the documents set forth in the preceding paragraph, the articles of incorporation and the list of members shall be kept at the principal office and shall be available for public inspection.


Article 33 (Non-Distribution of Surplus)
The Association shall not make any distribution of surplus.

 

Chapter 8 Amendment of the Articles of Incorporation, Dissolution and Liquidation

Article 34 (Amendment of the Articles of Incorporation)
The Articles of Incorporation may be amended by a resolution passed at a general meeting of members by a majority of not less than half of all members and not less than two-thirds of all members' voting rights.


Article 35 (Dissolution)
The Association shall be dissolved by a resolution passed at a general meeting of members by a majority of not less than two-thirds (2/3) of the voting rights of all members, which is not less than half (1/2) of the total number of members, or for any other reason provided by law.


Article 36 (Vesting of Residual Assets)
In the event of the liquidation of this organization, the residual assets shall be donated to a corporation listed in Article 5, Item 17 of the Act on Authorization, etc. of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or to the national government or local governments through a resolution of the general meeting of members.

Chapter 9 Secretariat


Article 37 (Establishment of the Secretariat)
1 The Association may establish a secretariat to handle the affairs of the Association.
2 The Secretariat may have a Secretary General and necessary staff.


Article 38 (Appointment and Dismissal of Staff)
The Executive Director shall appoint and dismiss the Executive Director and staff.


Article 39 (Organization and Operation)
Matters necessary for the organization and operation of the Secretariat shall be determined by resolution of the Representative Director.

Chapter 10 Supplementary Provisions


Article 40 (First Business Year)
The first fiscal year of the Association shall be from the date of establishment of the Association until March 31, 2022.


Article 41 (Compliance with Laws and Regulations)
All matters not stipulated in these Articles of Incorporation shall be governed by laws and other regulations.

 

(Revision History)
Enacted on June 18, 2021
Revised on August 10, 2021