Article 9. The Credit Association Law (Law No.238 of 1951) shall be partially amended as follows:
In Article 24 paragraph 6, "Article 239 paragraph 4, Article 240" shall be amended as "Article 239 paragraph 5, Article 240 paragraph 2" , and "and Articles 247 to 253 inclusive" shall be amended as "Articles 247 to 250 inclusive, Articles 252 and 253" .
Article 35 shall be amended as follows:
(Responsibility of Directors)
Article 35. In case directors has have neglected their duties, they shall be collectively responsible to the association to make compensation for the damage caused.
2 In case directors have had bad faith or gross negligence in performing his duties, they shall be collectively resposible to the third parties to make compensation for the damage caused. The same shall apply to the case where the false record, false registration of public notice was made to the documents mentioned in Article 37 paragraph 1, with respect to the important matters.
3 Article 266 paragraphs 2 to 4 inclusive of the Commercial Code Liability of Directors) shall apply mutatis mutandis to the responsibility of directors under paragraph 1.
In the heading of Article 36, "and Inspection" shall be amended as "Inspection, Etc." ;in paragraph 1 of the same Article, "general meeting" shall be amended as "general meetings and directors meetings" ;and in paragraph 3 of the same Article, "or transcript" and "or transcription" shall be added next to the "inspect" and "inspectin" respectively.
In the heading of Article 37, "Inspection" shall be amended as "Inspection, Etc." ;and in paragraph 3 of the same Article, "or transcript" and "or transcription" shall be added next to "inspect" and "inspection" respectively.
Article 39 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code, Etc.)
Article 39. The provisions of Article 254 paragraph 3 (Relations between director and company), Article 258 paragraph 1 (Measure to be taken in case of retirement of a director), Articles 267 to 268-(3) inclusive (Action against directors) and Article 284 (Relieving directors and auditors of their responsibility of the Commercial Code shall apply mutatis mutandis to the directors and auditors;the provisions of Article 55 (Delegation of representative right) of the Civil Code (Law No.89 of 1896) and Article 254-(2)(Duties of Directors), Articles 261 to 262 inclusive (Representation of company), Article 265 (Transaction between directors and company) and Article 272 (Right of stockholders to demand for stoppage) of the Commercial Code shall apply mutatis mutandis to the directors;the provisions of Article 35 of this Law, Article 274 (Right to request report and make inspection) and Article 278 (Joint responsibility of directors and auditors) of the Commercial Code shall apply mutatis mutandis to the auditors;and the provisions of Articles 259 to 260-(3) inclusive (Board of directors) of the Commercial Code shall apply mutatis mutandis to the directors'meeting. In this case, "paragraph 1 of the preceding Article" as stated in Article 284 of the Commercial Code shall read "Article 37 paragraph 2 of the Credit Association Law" .
In Article 40 paragraph 1, "in accordance with the resolution of the directors'meeting" shall be added next to "managers" .
In Article 41 paragraph 3, "directors" shall be amended as "directors'meeting" .
Article 42 shall be amended as follows:
(Convening of Ordinary General Meeting)
Article 42. The ordinary general meeting shall be convened at least onece every business year in accordance with the provisions of the article of association.
Article 43 paragraph 1 shall be amended as follows;and in paragraph 2 of the same Article, "the directors" shall be amended as "the directors'meeting" , and "convene an extraordinary general meeting within twenty days" shall be amended as "decide to convene an extraordinary general meeting within three weeks" :
An extraordinary general meeting may if, deemed necessary, be convened at any time in accordance with the provisions of the articles of association.
Article 44 shall be amended as follows:
(Convening of General Meeting by Member)
Article 44. Members who have made the request under the provision of paragraph 2 of the preceding Article may, in case the directors did not take the procedures for convening a general meeting within two weeks from the day such request was made, convene the general meeting after obtaining the authorization from the Minister of Finance. The same shall apply to the case where a member has obtained the consent of one-fifth or more of the total members in case there is no director to perform the duties of a director.
Article 49 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code)
Article 49. The provisions of Article 231 (Decision on convening of the general meeting), Article 239 paragraph 5, Article 240 paragraph 2 (Voting right of special interests), Article 243 (Decision on postponement or adjournment of the general meeting), Article 244 (Minutes of the general meeting), Articles 247 to 250 inclusive, Article 252 and Article 253 (Revocation or invalidity of decision at the general meeting) of the Commercial Code shall apply mutatis mutandis to the general meeting. In this case, "Article 232" as stated in Article 243 of the Commercial Code shall read "Article 45 of the Credit Association Law" ;and "Article 343" as stated in Article 247 paragraph 1 of the Commercial Code shall read as "Article 48 of the Credit Association Law" .
In Article 61, "Articles 104 to 111 inclusive" shall be amended as "Articles 104 to 106 inclusive and Articles 108 to 111 inclusive" .
Article 64 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code, Etc.)
Article 64. The provisions of Article 116, Article 124, Article 125, Article 129 paragraphs 2 and 3, Article 131, Articles 417 to 424 inclusive, Article 426 and Article 427 (Liquidation of gomei-kaisha and kabushiki-kaisha) of the Commercial Code and the provisions of Article 35 paragraph 2, Article 36, Article 37-(2), Article 136, Articles 137 to 138 inclusive and Article 138-(3)(Supervision of liquidation of juridical person) of the Law of Procedure in Non-contentious Matters shall apply mutatis mutandis to the dissolution and liquidation of the association;and the provisions of Articles 35 to 37 inclusive and Articles 42 to 44 inclusive of this Law and Article 254 paragraph 3 (Relations between director and company), Article 254-(2)(Duties of directors), Articles 259 to 261-(2) inclusive (Board of directors, execution of business of directors and representation of company), Article 265 (Transaction between directors and company), Articles 267 to 268-(3) inclusive (Action against directors), Article 272 (Right of shareholders to demand for stoppage) and Article 284 (Relieving directors and auditors of their responsibility) of the Commercial Code) shall apply mutatis mutandis to the liquidator of the association. In this case, "paragraph 1 of the preceding Article" as stated in Article 284 of the Commercial Code shall read "Article 37 paragraph 2 of the Credit Association Law which applies mutatis mutandis in Article 64 of the same Law" , and "any shareholder holding shares representing not less than three-hundredths of the total number of the issued shares continuously for the last six months" as stated in Article 426 paragraph 2 of the Commercial Code, shall read"any member who has obtained the coesent of one-fifth or more of the total members.
Article 65 paragraph 2 item (8) shall be amended as follows;and in item (9) of the same paragraph, "with managers" shall be deleted:
(8) Name of director representing the association;
In Article 91 item (5), "or Article 260-(3) of the Commercial Code which applies mutatis mutandis in Article 39 or Article 64" , shall be added next to "in Article 24 paragraph 6 or Article 49," , and "general meeting" shall be deleted.
In item (8) of the same Article, "or transcription" shall be added next to "inspection" .
In item (9) of the same Article, "Article 274" , shall be amended as "Article 274 paragraph 2" .
In item (10) of the same Article, "Article 43 paragraph 2 of Article 44" shall be deleted.
Item (9) of the same Article shall be made item (10);the numbering of the succeeding items shall be moved down by one;and the following one item shall be added next to item (8):
(9) In the case of refusal of inspection or transcription of the books and documents without instifiable reason, incontravention of the provision of Article 274 paragraph 1 of the Commercial Code which applies mutatis mutandis in Article 89;