(Accession and Conclusion of Insurance Contract)
Article 21. As to any person who intends to become a member at the time of incorporation of an association and has completed the payment of the full amount of his subscribed shares in the contribution fund and of the whole or a part of the premium, insurance contract between such person and the association shall become effective at the time of the association having come into existence, and he shall become its member.
2 As to any person who intends to become a member at the time of incorporation of an association who has not completed the payment under the preceding paragraph by the time of the association coming into existence, an application for accession of such person shall be deemed to have been cancelled.
3 In case any person who intends to accede to an association after the association came into existence has obtained the consent for accession of the association in accordance with the provisions of the Articles of Association, and completed the payment of the full amount of his subscribed shares in the contribution fund or received the transfer of the whole or a part of the shares of members, and has completed the payment of the whole or a part of the premium, insurance contract between such person and the association shall become effective and such person shall become its member.
4 No member shall effect an insurance contract with the association making any person who is not its member an insured thereof.
5 In case any person qualified for membership intends to accede to an association, the association shall not refuse his accession without justifiable reason.
(Contribution Fund)
Article 22. Each member shall hold not less than one (1) share in the contribution fund.
2 Any person who intends to accede to an association shall pay, in a lump sum, the full amount of the share in the contribution fund he has subscribed.
3 No contribution fund of the association shall be paid by property other than money.
4 The amount of one (1) share in the contribution fund shall be equal.
5 Holding of shares in the contribution fund of one (1) member shall not exceed ten (10) per cent of the total number of shares in the contribution fund.
6 Each member shall, irrespective of the number of his shares in the contribution fund, have one (1) voting right at a general meeting.
7 The responsibility of each member concerning the liabilities of the association shall, unless otherwise provided in this Law, be limited to the extent of the amount of his shares in the contribution fund and the amount of his premium.
8 No member shall pit himself against the association with an offset with regard to the payment of the share in the contribution fund and the premium.
(Transfer of Shares and Subject Matter of Insurance, etc.)
Article 23. A member may transfer, upon approval of the association, the whole or a part of his shares, to other members or the persons who are qualified for membership.
2 If, in the case under the preceding paragraph, the transferee is a person who is qualified for membership, he shall, upon approval of the association in regard to his accession, pay without delay the whole or a part of the premium in accordance with the provisions of the Articles of Association;provided, however, that where he has received the transfer of, or succeeded to, the vessel which is subject matter of insurance and succeeded to the rights and duties based upon the insurance contract of the transferor or assignor in respect of such vessels, this shall not necessarily hold good.
3 Each transferee of shares shall succeed to the rights and duties of the transferor in respect of such shares.
4 If, in the case where a member has transferred the vessel which is subject matter of insurance, the transferee is a member, he shall succeed to the rights and duties based upon the insurance contract of the transferor in respect of such vessel. In this case, the transferee shall without delay notify the association to that effect.
5 If, in the case under the preceding paragraph, the transferee is a person qualified for membership, he may, upon approval for accession of the association, succeed to the rights and duties based upon the insurance contract of the transferor in respect of the vessel which is subject matter of insurance. In this case, the transferee shall pay without delay, in accordance with the provisions of the Articles of Association, the full amount of his subscribed shares in the contribution fund;provided however, that, where he has received the transfer of the shares, or succeeded thereto, this shall not necessarily hold good.
6 If, in the cases under the preceding two paragraphs, the transferee is a person other than the member or a person who is not qualified for membership, the provisions of Article 650 paragraph 1 (Transfer of Subject Matter of Insurance) of the Commercial Code shall not apply mutatis mutandis.
(Succession of Shares and Subject Matter of Insurance, etc.)
Article 24. If, in the case where a member has died or has been dissolved by amalgamation, his heir or legatee or a juridical person who continues to exist after amalgamation, is a member, such person shall succeed to the shares of his ancestor or predecessor and to the rights and duties pertaining to such shares. In this case, such heir or legatee or juridical person shall without delay notify the association to that effect.
2 If, in the case under the preceding paragraph, the heir or legatee or the juridical person who continues to exist after, or was incorporated by, amalgamation is a person qualified for membership, he may, upon approval for accession of the association, succeed to the shares of the ancestor or predecessor and the rights and duties pertaining to such shares. In this case, the successor shall pay without delay, in accordance with the provisions of the Articles of Association, the whole or a part of the premium;provided, however, that, where he has received the transfer of the vessel or succeeded thereto, and succeeded to the rights and duties based upon the insurance contract of the transferor or assignor in respect of the vessel which is subject matter of insurance, this shall not necessarily hold good.
3 If, in the case under paragraph 1, the heir or legatee or the juridical person who continues to exist after, or was incorporated by, amalgamation, who has succeeded to the vessel which is subject matter of insurance is not a member, the successor may, upon approval for accession of the association, become a member. In this case he shall pay without delay, in accordance with the provisions of the Articles of Association, the full amount of his subscribed shares in the contribution fund;provided, however, that, where he has received, or succeeded to, the whole or a part of such shares, this shall not necessarily hold good.
4 In the cases under the preceding two paragraphs, the successor shall be deemed to have become a member at the time of death or dissolution of the ancestor or predecessor.
5 If, in the case under paragraph 3, the successor has not become a member, the insurance contract in respect of the transferred vessel which is subject matter of insurance shall terminate at the time of death or dissolution of the ancestor or predecessor.
(Prohibition of Holding Shares in Common)
Article 25. No member shall hold a share in common.
2 If, in the case under paragraph 1 or 2 of the preceding Article, there be more than one heir or legatee the provision of paragraph 1 or 2 of the preceding Article shall apply only to one (1) heir or legatee appointed with the consent of such heirs or legatees.
(Prohibition of Acquisition of Shares by the Association)
Article 26. No association shall acquire or take as a subject of pledge any shares of members;provided, however, that, where it is necessary for the association to do so to exercise its rights, this shall not necessarily hold good.
2 The association shall, in case it has acquired or taken as a subject of pledge any shares of members in accordance with the provision of the proviso to the preceding paragraph, dispose of them as soon as practicable.
(Secession from Membership)
Article 27. Each member may secede from the association at the end of the business year by giving an advance notice of three (3) months or more.
2 The period of an advance notice under the preceding paragraph may be extended by the Articles of Association;provided, however, that such period shall not exceed one (1) year.
3 A member shall, in addition to the cases as provided for in paragraph 1 and Article 29 paragraph 1, secede due to any of the following causes:
(1) Forfeiture of the qualifications for membership as prescribed in the Articles of Association;
(3) Death or dissolution;
(4) Transfer of the whole shares;
(5) Termination of the whole insurance contract due to the expiration of insurance period or the occurrence of the risks insured against or the transfer of the vessel which is subject matter of insurance.
4 Expulsion shall be made by the resolution of a general meeting under the provision of Article 32 paragraph 4 in respect of a member who has causes therefor as listed in the Articles of Association. In this case, the association shall notify the member concerned to that effect ten (10) days or more prior to the opening of its general meeting and shall give him an opportunity to plead.
5 Expulsion shall not be set up against any expelled member unless it is notified to him.
6 In the case where a member has seceded from membership in accordance with the provision of paragraph 1 or 3 (excluding the case of secession due to the cause listed in item (5) and Article 29 paragraph 1, the insurance contract of such member shall terminate;provided, however, that, where there is a successor of the rights and duties of such member in the case of secession due to the cause listed in paragraph 3 item (3), this shall not necessarily hold good.
(Refund of Shares)
Article 28. A member who has seceded from membership is entitled to receive, in accordance with the provisions of the Articles of Association, the refund of the amount of his shares.
2 The amount of the shares under the preceding paragraph shall be determined on the basis of the assets of the association at the end of the business year to which the date of secession belongs.
3 In calculating the amount of the shares under the preceding paragraph, if the assets of the association be found insufficient to fully satisfy its liabilities, the association may, in accordance with the provisions of the Articles of Association, require the member who has seceded from membership to pay the amount of loss to be born by him.
4 The claim provided for in paragraphs 1 and 3 shall lapse by prescription when two (2) years have elapsed after the secession.
5 In case a member who has seceded from membership bears to the association liabilities which are not due yet, the association may suspend the refund of the amount of shares of such member until his liabilities become due.
(Secession by Attachment of Shares)
Article 29. A creditor who has levied an attachment on the shares of a member may make him secede at the end of the business year, in this case the creditor shall give the association and such member an advance notice of three (3) months or more.
2 The provisions of Article 90 (Attachment of Shares) and Article 91 paragraph 2 (Invalidation of Advance Notice) of the Commercial Code shall apply mutatis mutandis to the case under the preceding paragraph.