Book1 Chapter02 Title02

JAPANESE CIVIL CODE OF 1896

• Based on the English Translation by: J. E. de Becker (1909 – 1910). Annotated Civil Code of Japan. London: Butterworth & Co. [Available on Google Books and Archive.org: Volume 1, Volume 2, Volume 3, Volume 4]
• "INDEX TO ARTICLES" in his another work offers additional information: J. E. de Becker (1921). The Principles and Practice of Civil Code of Japan. London: Butterworth & Co. [Available on Archive.org]

• Original Version in Japanese.

BOOK I. GENERAL PRINCIPLES.

Chapter II. Juridical Persons.

Title II. Management of Juridical Persons.

Article 52.

• [I] A juridical person must appoint one or more managers (directors).
• [II] In case there are several managers (directors) the business of the juridical person is decided by a majority of such managers (directors) unless otherwise provided in the Articles of Association or in the Act of Endowment.

《References by de Becker》

• (none)

Article 53.

• Each manager (director) represents the juridical person in respect to all its affairs, but he cannot violate the Articles of Association or the intention of the Act of Endowment, and in case of a juridical association he must comply with the decision of general meetings.

《References by de Becker》

• (In reference vide Art. 103.)

Article 54.

• Any limitation placed upon the right of representation of a manager (director) cannot be set up against third persons acting in good faith.

《References by de Becker》

• (In reference vide Arts. 53 and 110.)

Article 55.

• A manager (director) can entrust to another person the representation of certain specified acts unless prohibited from so doing by the Articles of Association, the Act of Endowment, or a resolution of a general meeting.

《References by de Becker》

• (In reference vide Art. 106.)

Article 56.

• In case a vacancy occurs among the managers (directors) and it is feared that damages may be incurred through delay, the Court shall appoint a provisional manager (director) upon the demand of any person interested or a public procurator.

《References by de Becker》

• (In reference vide Arts. 37, 39 and 40.)

Article 57.

• With regard to matters in which the interests of a juridical person and those of a manager (director) conflict with each other, such manager (director) has no right of representation. In such case a special representative must be appointed in accordance with the provisions of the preceding Article.

《References by de Becker》

• (In reference vide Art. 108.)

Article 58.

• A juridical person may appoint one or several supervisors (inspectors) in accordance with the Articles of Association, the Act of Endowment, or the resolution of a general meeting.

《References by de Becker》

• (none)

Article 59.

• The duties of supervisors are as follows:-
• (1) To supervise the state of property of the juridical person;
• (2) To examine into the way in which the business is conducted by the managers (directors);
• (3) When anything improper is discovered with regard to the state of the property or the conduct of affairs, to report the fact to a general meeting or to the competent authorities;
• (4) To convene a general meeting, if necessary, in order to make the report of the preceding Number.

《References by de Becker》

• (In reference vide No. 4 of Art. 84.)

Article 60.

• The managers of a juridical person must hold an ordinary general meeting of members at least once a year.

《References by de Becker》

• (none)

Article 61.

• [I] The managers of a juridical association may convene an extraordinary general meeting at any time when they deem it necessary.
• [II] The managers must convene an extraordinary general meeting if it is demanded by not less than one-fifth of the total number of members specifying the matter which is the object of such meeting, but this fixed number may be increased or decreased by the Articles of Association.

《References by de Becker》

• (In reference vide No. 4 of Art. 59.)

Article 62.

• The convocation of a general meeting must be made by stating the matter which is the object of the meeting at least five days previous thereto and in accordance with the method fixed in the Articles of Association.

《References by de Becker》

• (none)

Article 63.

• The business of a juridical association is all transacted in accordance with the resolutions of general meetings, with the exception of such affairs as are entrusted to the managers or other officers by the Articles of Association.

《References by de Becker》

• (In reference vide Art. 53.)

Article 64.

• In a general meeting a resolution can be passed only in respect to the matters of which previous notice has been given in accordance with the provisions of Art. 62, unless otherwise provided for in the Articles of Association.

《References by de Becker》

• (none)

Article 65.

• [I] The right of voting of each member is equal.
• [II] A member who does not attend a general meeting can vote by a document or send a representative.
• [III] The provisions of the preceding two paragraphs do not apply in case it is otherwise provided in the Articles of Association.

《References by de Becker》

• (none)

Article 66.

• When a resolution is passed relative to relations between a juridical association and a member, the latter has no right to vote.

《References by de Becker》

• (In reference vide Art. 57.)

Article 67.

• [I] The business of a juridical person is subject to the supervision of the competent authorities.
• [II] The competent authorities may at any time examine the business and the state of the property of a juridical person ex officio.

《References by de Becker》

• (In reference vide Arts. 34 and 38, No. 4 of Paragraph 1 Art. 68, Art. 71 and No. 3 of Art. 84.)