Law for Partial Amendments to the Shipowners'Mutual Insurance Association Law
法令番号: 法律第217号
公布年月日: 昭和26年6月8日
法令の形式: 法律

審議経過

I hereby promulgate the Law for Partial Amendments to the Shipowners'Mutual Insurance Association Law.
Signed:HIROHITO, Seal of the Emperor
This eighth day of the sixth month of the twenty-sixth year of Showa (June 8, 1951)
Prime Minister　YOSHIDA Shigeru
Law No.217
Law for Partial Amendments to the Shipowners'Mutual Insurance Association Law
The Shipowners'Mutual Insurance Association Law (Law No.177 of 1950) shall be partially amended as follows:
In Article 15 paragraph 7, "Article 239 paragraph 4 and Article 240" shall be amended as "Article 239 paragraph 5 and Article 240 paragraph 2" , and "Articles 247 to 253 inclusive (Rescission of the Resolution of General Meeting of Shareholders)" as "and Article 247 to Article 250 inclusive, Article 252 and Article 253 (Rescission or Invalidation of a Resolution at General Meeting of Shareholders)" .
Article 20 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code)
Article 20.　The provisions of Articles 193 and 194 (Liability of Promoters), Article 266 paragraph 4 (Exemption from Liability of a Director), and Articles 267 to 268-(3) inclusive (Action against Directors to Claim their Liabilities) of the Commercial Code shall apply mutatis mutandis to the promoters of an association. In this case, "any shareholder who has held a share continuously for the last six months" as stated in Article 267 paragraph 1 of the Commercial Code shall read "a member of the Association" .
In Article 30 paragraphs 4 and 5 shall respectively be amended as follows:
4　If, in the case under the preceding paragraph, the directors fail, without any justifiable reason, to take the procedure for convening an extraordinary general meeting within the period under the same paragraph, the members under the same paragraph may, upon approval of the competent Minister, convene an extraordinary general meeting.
5 In case members representing not less than one-fifth (1/5) in number of the whole deem it necessary to convene an extraordinary general meeting and there is no director, such members may, upon approval of the competent Minister, convene an extraordinary general meeting.
In Article 32 paragraph 1, "of the members present" shall be amended as "representing not less than half of the whole members present."
Article 34 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code)
Article 34.　The provisions of Article 239 paragraphs 4 and 5 and Article 240 paragraph 2 (Voting Right of a Person having Particular Interests, etc.), Article 244 (Minutes of a General Meeting of Shareholders), and Article 247 to Article 250 inclusive, Article 252 and Article 253 (Rescission or Invalidation of a Resolution at a General Meeting of Shareholders) of the Commercial Code shall apply mutatis mutandis to a general meeting. In this case, "Article 343" as stated in Article 247 paragraph 1 of the Commercial Code shall read "Article 32 paragraph 4 of the Shipowners'Mutual Insurance Association Law."
Article 35 paragraph 4 shall be made Article 35 paragraph 5, and the following one paragraph shall be added next to paragraph 3 of the same Article:
4　Officers may, in accordance with the provisions of the articles of association, be removed by a resolution of a general meeting.
The following two Articles shall be added next to the same Article:
(Administration of the Association's Affairs)
Article 35-(2).　Unless otherwise provided for by the articles of association, the administration of the association's affairs shall be decided by the majority of the directors.
(Representation of the Association)
Article 35-(3).　Each of the directors shall represent the association.
2　Notwithstanding the provision of the preceding paragraph, the association may, as determined by the articles of association or by a resolution of a general meeting, determine a director representing the association or determine two or more of directors to jointly represent the association, or determine, as determined by the articles of association, those elected by mutual vote of the directors to represent the association.
Article 37 shall be amended as follows:
(Director's Contract on Behalf of Himself, Etc.)
Article 37.　When the association concludes a contract with any of its directors, it shall obtain an approval by the majority of the rest directors. In this case, the provisions of Article 108 (Prohibition of Personal Contract of a Director on his own behalf) of the Civil Code (Law No.89 of 1896) shall not apply.
2　As for the action between the association and a director or directors, a person designated by a general meeting of members shall represent the association.
Article 40 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code, Etc.)
Article 40.　The provisions of Article 254 paragraph 3 (Relations between the Company and a Director), Article 266 paragraph 4 (Exemption of Liability of a Diretcor), Article 266-(3) paragraph 1 (Liability of a Director to Third Person), Articles 267 to 268-(3) inclusive (An Action against Directors to Claim their Liabilities) and Article 269 (Remunerations of Directors), of the Commercial Code shall apply mutatis mutandis to directors and auditors of the association;the provisions of Article 55 (Mandates of Representation) of the Civil Code and Article 39 paragraph 2 (Effect of Declaration of Intention Made to Joint Managers), Article 78 (Authority of a Representative Member), Article 254-(2)(Duty of Fidelity of Directors), Article 262 (Liability on Acts Done by Directors Presumed to Represent the Company), Article 266 paragraphs 1 and 2 (Joint Liability of Directors), Article 266-(2)(Recourse of Directors) and Article 272 (Injunction of a Shareholder) of the Commercial Code shall apply mutatis mutandis to directors;the provisions of Articles 274 and 275 (Authority of Auditors on Inspection, etc.) and Articles 277 and 278 (Liability of an Auditor) of the same Code shall apply mutatis mutandis to auditors;the provisions of Article 38 paragraphs 1 and 3, Article 39, Article 41 and Article 42 (Authority of Managers, etc.) of the same Code shall apply mutatis mutandis to managers (Sanji). In this case, "the proposal for the distribution of profits in contravention of the provision of Article 290 paragraph 1" as stated in Article 266 paragraph 1 item (1) of the Commercial Code shall read "the proposal for the distribution of surplus in contravention of the provisions of Article 42 of the Shipowner's Mutual Insurance Association Law" ; "transaction mentioned in the preceding Article" as stated in Article 266 paragraph 1 item (4) of the same Code shall read "contract under Article 37 paragraph 1 of the Shipowners'Mutual Insurance Association Law" ;In cases where any act mentioned in the preceding paragraph has been done in accordance with the resolution of the board of directors, the directors who have assented to such resolution "as stated in Article 266 paragraph 2 of the same Code shall read" the directors who have assented to the acts prescribed in the preceding paragraph ";and" any shareholder who has held a share continuously for the last six months "as stated in Article 267 paragraph 1 and Article 272 of the same Code shall read" a member."
Article 44 paragraph 1 shall be amended as follows:
The provisions of Articles 281 to 284 inclusive (Drawing up of Documents of Accounts, etc.) Article 285 (Special Provisions on Valuation of Assets) and Articles 293-(5) to 293-(7) inclusive (Keeping and Publication of the Detailed Statements Attached to Documents of Accounts, etc.), of the Commercial Code shall apply mutatis mutandis to the accounts of the association. In this case, "proposals relating to the reserve fund and the distribution of profits or interest" as stated in Article 281 item 5 of the Commercial Code shall read "proposals relating to distribution of surplus or disposition of losses" ; "Any shareholder or shareholders who hold shares representing not less than one-tenth of the total number of the issued shares" as stated in Article 293-(6) paragraph 1 of the same Code shall read "members representing not less than one-fifth (1/5) in number of the whole."
In Article 44 paragraph 2, "Article 88 and Article 91" shall be amended as "and Article 88."
Article 48 paragraph 2 shall be amended as follows:
2　The provisions of Article 30 and Article 35-(2) to Article 38 paragraph 1 inclusive of this Law, Article 39 paragraph 2 (Effect of Declaration of Intention Made to Joint Managers), Article 78 (Authority of a Representative Member), Article 244 paragraph 2 (Persons who are liable to Sign in the Minutes), Article 247 and Article 249 (Action for Rescission of Resolution, etc.), Article 254 paragraph 3 (Relations of Trusteeship between the Company and Directors), Article 254-(2)(Duty on Fidelity of Directors), Article 266 paragraphs 1, 2 and 4, Article 266-(2) and Article 266-(3)(Liability of Directors, etc.), Articles 267 to 268-(3) inclusive (Action against Directors to Claim their Liability), Article 269 (Remunerations of Directors), Article 274 and Article 275 (Authority of Auditors on Inspection, etc.), Article 278 (Joint Liability of Directors and Auditors), Articles 282 to 284 inclusive (Drawing up of Documents of Accounts, etc.) and Articles 293-(5) to 293-(7) inclusive (Keeping and Publication of the Detailed Statement Attached to Documents of Accounts, etc.) of the Commercial Code shall apply mutatis mutandis to liquidators of the association. In this case, "Article 343" as stated in Article 247 paragraph 1 of the Commercial Code shall read "Article 32 paragraph 4 of the Shipowners'Mutual Insurance Association Law" ; "the proposal for the distribution of profits in contravention of the provisions of Article 290 paragraph 1" as stated in Article 266 paragraph 1 item 1 of the same Code shall read "proposal for the distribution of surplus in contravention of the provisions of Article 42 of the Shipowners'Mutual Insurance Association Law" ; "transactions mentioned in the preceding paragraph" as stated in Article 266 paragraph 1 item 4 of the same Code shall read "contract under Article 37 paragraph 1 of the Shipowners'Mutual Insurance Association Law" ; "In cases where any act mentioned in the preceding paragraph has been done in accordance with resolution of the board of directors, directors who have assented to such resolution" as stated in Article 266 paragraph 2 of the same Code shall read "the directors who have assented to the acts prescribed in the preceding paragraph" ; "any shareholder who has held a share continuously for the last six months" as stated in Article 267 of the same Code shall read "a member" ;and "Any shareholder or shareholders'who hold shares representing not less than one-tenth of the total number of the issued shares" as stated in Article 293-(6) paragraph 1 of the same Code shall read "Members representing not less than one-fifth in number of the whole" .
In Article 60 item (3), "or Article 91 of the Insurance Business Law which applies mutatis mutandis in Article 44 paragraph 2" shall be deleted;in item (10) of the same Article, "or Article 293-(5) paragraph 1" shall be added next to "Article 282 paragraph 1" , and ", or Article 91 of the Insurance Business Law which applies mutatis mutandis in Article 44 paragraph 2" shall be deleted;in item (12) of the same Article, "or Article 274 paragraph 1 of the, Commercial Code which applies mutatis mutandis in Article 40" shall be added next to "Article 38 paragraph 3" , "(including the case applied mutatis mutandis in Article 48 paragraph 2)" shall be deleted; "or Article 293-(5) paragraph 3, or Article 293-(6) paragraph 1" shall be added next to "Article 282 paragraph 2" , and "the perusal of the documents" shall be amended as "the perusal or copying of the books and documents" ;item (13) of the same Article shall be made item (14) of the same Article;and the following one item shall be added next to item (12) of the same Article:
(13)　In case, in contravention of the provision of Article 293-(5) paragraph 2 which applies mutatis mutandis in Article 44 paragraph 1 or Article 48 paragraph 2, he has failed to enter the matters to be stated in the detailed statement attached or has made untrue statements therein.
Supplementary Provisions:
1　This Law shall come into force as from the day of enforcement of the Law for Partial Amendment of the Commercial Code (Law No.167 of 1950).
2　The term "the new Law" as used in this Supplementary Provisions (excluding paragraph 6 of this Supplementary Provisions), shall mean "the Shipowners'Mutual Insurance Association Law after amendments under this Law" , and the "Old Law" shall mean "the Shipowners'Mutual Insurance Association Law before amendments under this Law" ;and "the new Association Law" as used in paragraph 6 of this Supplementary Provisions, shall mean "the Shipowners'Mutual Insurance Association Law after amendments under this Law" , and "the old Association Law" shall mean "the Shipowners'Mutual Insurance Association Law before amendments under this Law" .
3　Unless otherwise provided for, the new Law shall apply to the matters which have arisen prior to the enforcement of this Law;provided, however, that it shall not preclude the validity arisen under the old Law
4　Any of provisions of the articles of association and the clauses of contracts which are in conflict with the provisions of the new Law shall be invalid as from the day of enforcement of this Law.
5　In case there has been a demand to convene a general meeting in accordance with the provision of Article 30 paragraph 3 of the old Law prior to the enforcement of this Law, the former provision shall still prevail with regard to the convocation of general meeting even after the enforcement of this Law.
6　The provision of Article 4 (Securities with respect to Institution of Action, Etc.) of the Law for Enforcement of the Law for Partial Amendments of Commercial Code (Law No.210 of 1951) shall apply mutatis mutandis to securities to be offered for instituting an action against a director and liquidator of the Shipowners'Mutual Insurance Association (hereinafter referred to as "the association" ), and an action concerning rescission or alteration of a resolution and affirmation of the invalidation of a resolution, of a general meeting of an association;the provisions of Article 9 (Release from and Enforcement of Liability relating to Incorporation) of the same Law shall apply mutatis mutandis to promoters of an association;the provisions of Article 17 paragraphs 1 and 2 (Resolution of General Meeting) and Article 19 (Rescinding Resolution) of the same Law shall apply mutatis mutandis to a general meeting of an association;the provisions of Article 22 (Directors'Liability for Acts) and Article 23 (Action against Directors and Liability of Share-holders who have Demanded Bringing of Action) of the same Law shall apply mutatis mutandis to directors, auditors and liquidators of an association;the provisions of Article 27 (Representative of Company in Action between Company and Directors) and Article 35 (Detailed Statement) of the same Law shall apply mutatis mutandis to directors and liquidators of an association;and the provision of Article 28 (Bringing of Action, Etc. by Auditor) of the same Law shall apply mutatis mutandis to auditors of an association. In this case, unless otherwise provided for in this paragraph, "the new Code" or "the old Code" as used in the provisions for application mutatis mutandis of the Law for Enforcement of the Law for Partial Amendments of Commercial Code shall read "the new Association Law" or "the old Association Law" respectively; "Article 248 paragraph 1 of the old Code" as stated in Article 19 of the same Law shall read "Article 248 paragraph 1 of the old Code which applies mutatis mutandis in Article 34 of the old Association Law" ; "Article 267 paragraph 1 or Article 268 paragraph 1 of the old Code" as stated in Article 23 of the same Law shall read "Article 267 paragraph 1 or Article 268 paragraph 1 or Article 279 paragraph 1 of the old Code which applies mutatis mutandis in Article 40 of the old Association Law, or Article 267 paragraph 1 or Article 268 paragraph 1 of the old Code which applies mutatis mutandis in Article 48 of the old Association Law" ; "Article 277 of the old Code" as stated in Article 27 of the same Law shall read "Article 37 (including the case where this applies mutatis mutandis in Article 48 paragraph 2 of the old Association Law) of the old Association Law" ;and "Article 293-(5) of the new Code" as stated in Article 35 of the same Law shall read "Article 293-(5) of the new Code which applies mutatis mutandis in Article 44 paragraph 1 or Article 48 paragraph 2 of the new Association Law"
7　With respect to the application of the penal provisions to the acts committed prior to the enforcement of this Law, the former provisions shall still prevail.
Minister of Finance　IKEDA Hayato
Minister of Transportation　YAMAZAKI Takeshi
Prime Minister　YOSHIDA Shigeru