Articles of Incorporation

*The articles of incorporation are the basic rules of the company, which are the constitution and laws of the country, and must be adhered to at a minimum.

Sirius Cat Organization Articles of Incorporation (excerpt)

Date of preparation of the Articles of Incorporation : February 22, 2021 (Nyan Nyan Nyan)

*The following is an excerpt from the Articles of Incorporation for the purpose of protecting personal information and animal welfare.

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Chapter 1 General Provisions

【Name】
Article 1 The name of this organization shall be Siriuscat organization.
【Principal Office】
Article 2 The principal office of the Corporation shall be located in Akishima City, Tokyo.
【Purpose】
Article 3 The purpose of the Organization shall be to improve the well-being of animals, mainly cats, through sustainable coexistence with humans, and to contribute to this purpose, the Organization shall conduct the following activities
(1) Research on the ecology of local cats
(2) Activities to improve communication in the local community through cats
(3) Issuance of certificates to improve the transferability of cats
(4) Dissemination activities to improve understanding of local cats
(5) Operation of cat cafes
(6) Any other business incidental or related to the above items, or any other business necessary to achieve the purpose of this organization.
【Method of Public Notice】
Article 4 Public notices of the Corporation shall be made by posting a notice at the principal office of the Corporation in a place easily visible to the public.

Chapter 2 Company Members

【Joining a company 】

Article5 A person who agrees with the purpose of the Corporation and joins the Corporation shall be a member.
2 To become a member, an application shall be made in the form prescribed by the Corporation and approved by the Representative Director.
【Burden of Expenses, etc.】
Article 6 Members shall be obligated to pay the expenses necessary to achieve the objectives of the Corporation.
2 Members shall pay the admission fee and membership fee separately determined at the general meeting of members.
Withdrawal from the Company)
Article 7 An employee may resign from the Company at any time. Article 7 An employee may resign at any time; however, the employee shall give the Corporation at least one month’s notice.
【Expulsion】
Article 8 If any member of the Corporation has justifiable grounds for expulsion, such as defamation of the reputation of the Corporation, conduct contrary to the purposes of the Corporation, or violation of his/her duties as a member, he/she shall be expelled as provided for in Article 49, paragraph 2 of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “General Incorporated Association Act”). In the event that there are justifiable grounds to expel a member, such as a violation of his/her duties as a member, the member may be expelled by a resolution of the general meeting of members as provided in Article 49, paragraph 2 of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as “General Incorporated Association Act”).
【Disqualification of an Employee】
Article 9 An employee shall be disqualified if the employee falls under any of the following items
(1) When the employee resigns from the company.
(2) When he/she dies, is declared missing, or is dissolved.
(3) The member has failed to pay the membership fee for more than one year.
(4) The member is expelled from the association.
(5) When the consent of all members has been obtained.

Chapter 3 General Meeting of Members

【Holding a meeting】

Article 10 An ordinary general meeting of members shall be held once a year within three months after the end of each fiscal year, and an extraordinary general meeting of members shall be held when necessary.
【Convocation】
Article 11 A General Meeting of the Members shall be convened by the Representative Director based on the decision of a majority of the Directors.
2 Notice of a general meeting of members shall be given to members at least one week prior to the date of the meeting.
【Method of Resolution】
Article 12 Unless otherwise provided for in laws and regulations, resolutions of a 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.
【Voting Rights】
Article 13 Each member shall have one voting right.
【Chairman】
Article 14 The Chairperson of the General Meeting of Members shall be the Representative Director. The Representative Director shall preside as chairman of the General Meeting of Members. If the Representative Director is unable to preside, the General Meeting of Members shall elect a chairman.
【Minutes】
Article 15 The minutes of the proceedings of the general meeting of members shall be prepared in accordance with laws and ordinances, and the chairman and the directors present shall sign or affix their names and seals thereto.

Chapter 4 Officers

【Officers】
Article 16 The Corporation shall have the following officers. The number of Directors of the Corporation shall be one or more.
2 One of the Directors shall be the Representative Director.
【Election】
Article 17 Directors shall be elected from among the members by a resolution of the general meeting of members. The Board of Directors shall be elected by a resolution of the general meeting of members from among the members; provided, however, that this shall not preclude the election of directors from among persons other than members when necessary.
2 The Representative Director shall be determined by mutual election of the Directors.
【Term of Office】
Article 18 The term of office of the Directors shall expire at the conclusion of the ordinary general meeting of members relating to the last fiscal year ending within two years after their election. However, reappointment is not precluded.
2 The term of office of a Director elected to fill a vacancy of a Director who has retired before the expiration of his/her term of office shall be the same as the remaining term of office of his/her predecessor.
【Duties and Authority of Directors】
Article 19 The Directors shall execute their duties as provided for in laws and regulations and these Articles of Incorporation.
2 The Representative Director shall represent the Corporation and supervise its business.
【Dismissal】
Article 20 The Directors may be dismissed by a resolution of the general meeting of members.
【Remuneration, etc.】
Article 21 Remuneration, bonuses and other financial benefits received from the Corporation as compensation for the execution of duties by the Directors shall be determined by resolution of the General Meeting of Members.

Chapter 5 Calculations

【Business Year】
Article 22 The fiscal year of the Corporation shall be one year, from September 1 of each year to August 31 of the following year.
【Business Plan and Income and Expenditure Budget】
Article 23 The business plan and income and expenditure budget of the Corporation shall be prepared by the Representative Director no later than the day before the beginning of each fiscal year, and shall be approved at the most recent general meeting of members. The same shall apply to any amendments thereto.

Chapter 6 Supplementary Provisions

【First Business Year】
Article 24 The first business year of the Corporation shall be from the date of its incorporation to August 31, 2021.
【Officers at the Time of Incorporation】
Article 25 The initial directors and the initial representative director of the Corporation shall be as follows

Representative Director at the time of establishment Kaz Kibushi
Director at the time of establishment Kaz Kibushi
Director at the time of establishment Anthony Karaplis
Director at the time of establishment Hiroko.K
Director at the time of establishment Nobuyuki.K
Director at the time of establishment Eriko.K
Director at the time of establishment Hide.K
【Name and address of the founding members】
Article 26 Partly omitted
Member at the time of incorporation Sirius Japan LLC.
【Compliance with laws and regulations】
Article 27 All matters not provided for in these Articles of Incorporation shall be governed by the General Corporation Law and other laws and regulations.

Chapter 7 Foundation

【Contribution of Funds】
Article 28 The Corporation may request its members or third parties to contribute to the Fund as provided in Article 131 of the General Corporation Law.
【Solicitation of Funds】
Article 29 The Director shall determine the procedures for the subscription, allocation and payment of the Fund.
【Rights of Contributors to the Fund】
Article 30 The contributed funds shall not be returned until the date agreed with the fund contributors.
【Procedures for Return of the Fund】
The total amount of the Fund to be returned shall be returned to the contributors as determined by the Directors after the resolution of the Annual General Meeting of Members.

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