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Articles of Endowment

Articles of endowment are an important document setting out the fundamental rules and principles governing a foundation's organization and operations. The Toyota Foundation's Articles of Endowment were formulated in 1974 at the time of the Foundation's establishment and were last revised in March 2001.

Section One: General

Article 1. Name

This Foundation shall be called the Zaidan Hojin Toyota Zaidan, and its English title shall be The Toyota Foundation.

Article 2. Address

This Foundation's office shall be located at 1-1, 2-Chome, Nishi Shinjuku, Shinjuku-ku, Tokyo 160, Japan

Section Two: Objective and Programs

Article 3. Objective

The objective of this Foundation is to contribute toward the realization of a human-oriented society by providing grants for research and projects related to the human and natural environments, social welfare, education and culture, and other fields.

Article 4. Programs

In order to achieve its objective, this Foundation will conduct the following programs:
1.Provide grants for research and projects related to transport safety;
2.Provide grants for research related to the human and natural environments, education and culture, and other fields;
3.Provide grants for projects related to the human and natural environments, social welfare, education and culture, the sound development of youth, and other projects;
4.Provide grants for research and projects in foreign countries, particularly developing countries, in the fields outlined in 1, 2 and 3 above;
5.Provide grants for other programs as required in order to achieve this Foundation's objective.

Section Three: Assets and Accounting

Article 5. Make-up of Assets

The Assets of this Foundation shall consist of the following items:
1.Assets endowed to this Foundation at the time of its establishment and listed in its Statement of Assets;
2.donated after this Foundation's establishment;
3.Returns from investment of assets;
4.Income from projects;
5.Other income.

Article 6. Categories of Assets

1.The Assets of this Foundation shall be divided into two categories: Basic Assets and Working Assets.
2.Basic Assets shall consist of the following items:
1.Assets listed as Basic Assets in the Statement of Assets at the time of establishment;
2.Gifts made after establishment and designated as Basic Assets;
3.Assets included under Basic Assets by resolution of the Board of Directors.
3.Working Assets are all Assets other than Basic Assets.

Article 7. Management of Assets

The Assets of this Foundation shall consist of the following items:
1.The Chairman of the Board of Directors shall manage this Foundation's Assets. 2.Basic Assets which are in cash shall be deposited in postal savings accounts, in accounts with reliable financial institutions, entrusted to a trust company, or converted into government bonds or other negotiable securities. The Chairman shall select the method of deposit subject to approval by the Board of Directors.

Article 8. Restrictions on the Disposition of Basic Assets

Basic Assets shall not be depleted or encumbered. However, subject to the approval of the competent government agency and the consent of two-thirds or more of the members of the Board of Directors, Basic Assets may be disposed of when such action is essential for conducting this Foundation's Programs.

Article 9. Payment of Expenses

Expenses for this Foundation's activities shall be met by funds from its Working Assets.

Article 10. Fiscal Period

The fiscal period of this Foundation shall begin on April 1 of each year and end on March 31 of the following year.

Article 11. Programs Plan and Annual Budget

Annual programs and budget proposals of this Foundation shall be resolved by the Board of Directors and submitted to the competent government agency prior to the start of each new fiscal period. The identical action shall also be taken if substantial changes are introduced to programs or the budget.

Article 12. Annual Report and Financial Statements

An Annual Report, Statement of Appropriations and Payments, and Statement of Assets shall be approved by the Board of Directors and submitted with an Auditors' Report to the competent government agency within three months after the close of each fiscal period.

Section Four: Officers

Article 13. Officers and Their Appointment

1.This Foundation shall have the following Officers:
1.No less than ten nor more than fifteen Directors;
2.Not more than five Auditors.
2.The Board of Trustees shall appoint Officers.
3.The Directors shall elect from among themselves one Chairman, one President, one Managing Director, and, when deemed necessary, one Vice-Chairman.
4.No person may serve as a Director and Auditor simultaneously.

Article 14. Duties of the Officers

1.The Chairman of the Board of Directors shall represent this Foundation and preside over all Foundation affairs.
2.The President shall represent this Foundation, preside over Foundation affairs under the guidance of the Chairman, and perform the duties of Chairman when the Chairman is indisposed or the Chairman post is vacant.
3.The Vice-Chairman shall assist the Chairman and President, and perform the duties of Chairman or President when either is indisposed or either post is vacant.
4.The Managing Director shall assist the Chairman, President, and Vice-Chairman, and perform the duties of Chairman, President, or Vice-Chairman when any of them is indisposed or any of the posts is vacant.
5.The Directors shall comprise the Board of Directors, and shall deliberate and decide on matters prescribed in these Articles of Endowment.
6.The Auditors shall perform the following duties:
1.Audit this Foundation's current assets;
2.Report on the current performance of duties by the Directors;
3.Report to the Board of Directors and to the competent government agency any suspicion of irregularities they discover in the condition of this Foundation's assets or the performance of its affairs

Article 15. Terms of Office

1.The term of office for Officers shall begin on July 1 and end two years later on June 30. However, even if their term expires, Officers shall continue in office until their successors replace them.
2.Officers may be reappointed to office.
3.The term of office for an Officer appointed to fill a vacancy or to assume a newly established post shall be the unexpired term of the former Officer or the same term of office remaining for other Officers.

Article 16. Dismissal of Officers

An Officer may be dismissed from office if the Board of Directors and the Board of Trustees deliberate and resolve that such Officer has behaved in a manner unbefitting an Officer of this Foundation, or in the event of special circumstances.

Article 17. Compensation for Officers

1.Officers other than full-time Officers shall as a rule receive no compensation. However, compensation may be paid if deemed necessary.
2.Provisions concerning compensation and other matters related to Officers shall be deliberated and resolved by the Board of Directors.

Section Five: Board of Directors

Article 18. Board Chairman

The Chairman of the Board of Directors shall preside over Board meetings.

Article 19. Matters for Deliberation and Decision

In addition to the matters prescribed elsewhere in these Articles, the Board of Directors shall deliberate and decide on the following matters:
1.Policy regarding priority of the grants prescribed in Article 4 above to be provided during the fiscal year;
2.Decisions on grants prescribed in Article 4 above;
3.Other matters of importance related to the management of this Foundation.

Article 20. Convening of Board Meetings

1.The Chairman shall convene meetings of the Board of Directors.
2.The Board of Directors shall convene in ordinary and extraordinary meetings.
3.Ordinary meetings shall be convened twice every year.
4.Extraordinary meetings shall be convened under the following circumstances:
1.Whenever the Chairman deems such a meeting is necessary;
2.Whenever one-third or more of the Board members request a meeting with a specific statement of the purpose for the meeting.
5.When a meeting is to be convened, all Board members shall be notified in writing of the matters for deliberation, and of the time and place of the meeting.

Article 21. Quorum

The Board of Directors cannot convene, deliberate or make resolutions without half or more of its members duly assembled.

Article 22. Board Decisions

Except as prescribed elsewhere in these Articles, decisions of the Board of Directors shall be made by a majority vote of the Directors in attendance. In case of a tie vote, the Chairman shall make the final decision.

Article 23. Proxy and Other Votes

A Board member who for unavoidable reasons is unable to attend a Board meeting may vote in writing on matters communicated to him in advance, or he may appoint another Board member to vote for him by proxy. For the purpose of determining matters prescribed under Articles 21 and 22 above, such a member shall be considered to be in attendance.

Article 24. Record of Proceedings

1.A record of the proceedings of meetings of the Board of Directors must be prepared and preserved. This record shall include the following items:
1.Date and place of meeting;
2.Current total number of Board members;
3.Names of Board members in attendance, including those who vote in writing or by proxy;
4.Resolutions adopted;
5.Deliberation proceedings.
2.The Chairman, and two or more other Board members representing the members in attendance, must affix their seals to the record of proceedings.

Section Six: Trustees and the Board of Trustees

Article 25. Trustees

1.This Foundation shall have no less than fifteen and no more than twenty Trustees.
2.Trustees shall be nominated by the Board of Directors and appointed by the Chairman of the Board of Directors.
3.Trustees of this Foundation may not also be Officers.
4.The provisions of Article 15 (Terms of Office), Article 16 (Dismissal of Officers) and Article 17 (Compensation for Officers) shall also apply to Trustees, wherein the word "Officers" shall be substituted by the word "Trustees."

Article 26. Board of Trustees

1.The Trustees of this Foundation shall comprise its Board of Trustees.
2.The Trustees shall elect from among themselves one Chairman at each meeting of the Board of Trustees.
3.The Board of Trustees shall appoint Officers, and shall advise the Chairman of the Board of Directors on matters he requests advice on.
4.The provisions of Article 20 (Convening of Board Meetings), Article 21 (Quorum), Article 22 (Board Decisions), Article 23 (Proxy and Other Votes), and Article 24 (Record of Proceedings) shall also apply to the Board of Trustees, wherein the words "Board of Directors" and "Directors" shall be substituted by the words, respectively, "Board of Trustees" and "Trustees," and the word "twice" in Article 20, Clause 3 shall be substituted by the word "once."

Section Seven: Selection Committees

Article 27. Members of Selection Committees

1.This Foundation shall have a number of persons serve on Selection Committees.
2.Members of Selection Committees shall be leading scholars or professionals nominated by the Board of Directors and appointed by the Board Chairman.
3.Members of Selection Committees may also be Officers.
4.The provisions of Article 15 (Terms of Office), Article 16 (Dismissal of Officers), and Article 17 (Compensation for Officers) shall also apply to the members of Selection Committees, wherein the word "Officers" shall be substituted by the words "Members of Selection Committees."

Article 28. Selection Committees

1.The members of Selection Committees shall comprise the Selection Committees.
2.The Selection Committees shall select candidates for the grants prescribed in Article 4 above, and shall refer their selections to the Board of Directors for final disposition.
3.The Board of Directors shall rule on matters necessary for the operation of the Selection Committees.

Section Eight: Secretariat

Article 29. Secretariat

1.This Foundation shall establish a Secretariat to administer its affairs, staffed by a Secretary-General and other staff members.
2.Staff members of the Secretariat shall be appointed and dismissed by the Chairman of the Board of Directors.
3.The Board of Directors shall rule when necessary on matters related to the Secretariat.

Section Nine: Amendment of Articles of Endowment and Dissolution

Article 30. Amendment of Articles of Endowment

These Articles of Endowment cannot be amended without the consent at a Board Meeting of two-thirds or more of all members of the Board of Directors and the approval of the competent government agency.

Article 31. Dissolution

Except for reasons prescribed in Clause 3 or Clause 4, Paragraph 1, Article 68 of the Japanese Civil Code, this Foundation may not be dissolved without the consent of three-fourths or more of all members of the Board of Directors.

Article 32. Disposition of Residual Assets

With the consent at a Board Meeting of two-thirds or more of all members of the Board of Directors and the approval of the competent government agency, the residual assets of this Foundation at the time of its dissolution shall be donated to organizations with interests similar to those of this Foundation.

Section Ten: Supplementary Provisions

Article 33. Implementation of These Articles

The Board of Directors shall rule on matters necessary in order to implement these Articles of Endowment.

BYLAWS

1. Despite the provisions of Article 10 herein, the first fiscal year of this Foundation shall begin on the day that this Foundation's establishment is approved and end on March 31, 1975.
2. Despite the provisions of Article 13 herein, the Officers of this Foundation shall be those persons listed on attached sheets.
3. Despite the provisions of Article 15 (Clause 1), Article 25 (Clause 3), and Article 27 (Clause 3), herein, the terms of office for Officers, Trustees and Members of Selection Committees shall extend until June 30, 1976.
4. Despite the provisions of Article 11 herein, the Programs Plan and Proposed Budget of this Foundation for its first fiscal year shall be as described on attached sheets.