KLIC Association

Regulations of KLIC Association

(Translated from the Japanese version settled at the general meeting on March 12, 1999)

Name of Association

Article 1

The name of the Association shall be "KLIC Association."

Purpose

Article 2

The purpose of the Association shall be to engage in activities which contribute to the sound development and spread of the KLIC imple- mentation of the concurrent and parallel logic type language KL1 and related software technology.

Board of Directors

Article 3

The Association shall have five (5) Directors as a minimum and ten (10) Directors as a maximum.

Article 4

The Association shall have a Chairing Director, and one (1) Director from among the Directors shall assume the office of Chairing Director.

Article 5

1. The Chairing Director may, at any time when necessary, convene a meeting of the Board of Directors. All Directors may be present at such meeting.

2. Any Director who is unable to be present at a meeting of the Board of Directors may entrust in writing his/her voting right to a Director who is present.

3. A meeting of the Board of Directors shall be effected with the presence of a majority of the Directors and proxies.

4. The Chairing Director of the Association or any person whom the Chairing Director nominates shall act as Chairman of the meeting of the Board of Directors.

Article 6

A resolution of the Board of Directors shall be adopted by the affirma- tive vote of a majority of the total number of the voting rights. In the case of a tie vote, the Chairman shall determine it.

Article 7

A resolution of the Board of Directors may, without holding a meeting of the Board of Directors, be adopted by confirming the intention of all the Directors using electronic mail or other communication means. The resolutions at that time shall require the affirmative vote of a majority of all Directors.

Article 8

The Board of Directors shall decide each of the following matters:

1. Agenda to be used at the General Meeting;

2. Election of the Chairing Director;

3. Transfer, acquisition and borrowing of important property;

4. Important transactions; and

5. Other important management policies of the Association.

Secretariat

Article 9

1. The Association shall have a Secretariat.

2. The Chairing Director shall supervise the Secretariat, and the compo- sition of the Secretariat shall be determined by the Board of Directors.

Article 10

The Secretariat shall from time to time report the status of activities of the Association to the members of the Association. This report may be conducted using electronic mail or other communication means.

Members

Article 11

Any individual person who agrees with the purposes of the Association, who intends to contribute to the achievement thereof, who makes a proposal for joining the Association to the Secretariat, and who obtains the approval of the Board of Directors in respect of such proposal, may become a regular member of the Association.

Article 12

Any juridical body which agrees with the purposes of the Association, which intends to contribute to the achievement thereof, which makes a proposal for joining the Association to the Secretariat, and which ob- tains the approval of the Board of Directors in respect of such proposal, may become a corporate member of the Association.

Article 13

The regular members and corporate members must respectively con- duct activities to the extent possible for contributing to the sound de- velopment and spread of the KLIC implementation of the concurrent and parallel logic type language KL1. The regular members and cor- porate members must respectively endeavor to share such knowledge and experience obtained through joint activities with other members.

Fiscal Year

Article 14

The fiscal year of the Association shall commence on April 1 and end on March 31 of the following year.

General Meeting

Article 15

The Chairing Director shall convene the Annual Ordinary General Meeting of the Association every fiscal year.

Article 16

The Chairing Director may, at any time when necessary, convene an Extraordinary General Meeting.

Article 17

All regular members and proxies for the corporate members may be present at the General Meetings.

Article 18

1. In the General Meetings, only regular members shall have voting rights.

2. Any regular member who is unable to be present at a General Meeting may entrust in writing his/her voting right to a regular member who is present.

Article 19

The Chairing Director shall preside as Chairman at all General Meet- ings. In the case where the Chairing Director is unable to preside as Chairman at a General Meeting for unavoidable reasons, a Director nominated by the Chairing Director shall act for the Chairing Director as Chairman.

Article 20

Unless as otherwise provided for in the Regulations, resolutions of a General Meeting shall be adopted by the affirmative vote of a majority of the voting rights. In the case of a tie vote, the Chairman shall determine it.

Article 21

In the General Meeting, election of the Directors, remuneration for the Directors, approval of the settlement of accounts, alteration of the Regulations of the Association, and important management policies shall be decided.

Election and Term of Office of Directors

Article 22

1. Directors shall be elected from among the regular members by a vote of the regular members present at the Annual Ordinary General Meeting.

2. Directors may be reelected.

3. The Board of Directors may recommend candidates for the Directors at the Annual Ordinary General Meeting.

Article 23

The term of office of each Director shall be from the close of the Annual Ordinary General Meeting at which each Director is elected to the close of the Annual Ordinary General Meeting to be held after two (2) years. Provided that the term of office of the Director who is Chairing Director shall be terminated at the close of the first meeting of the Board of Directors held after the close of the Annual Ordinary General Meeting.

Article 24

1. In the case where it becomes apparent that the state where a Director is unable to fulfill his/her duties during the term of office continues, such Director may retire from his/her position as Director upon obtaining the Board of Directors' approval.

2. Even in the case where the total number of Directors falls below the minimum regular number of Directors due to retirement of Directors during their term of office, new Directors shall not be appointed until the following Annual Ordinary General Meeting is held.

Election and Term of Office of Chairing Director

Article 25

1. The Chairing Director shall be elected from among the Directors.

2. The Chairing Director may be reelected.

Article 26

The term of office of the Chairing Director shall be from the close of the meeting of the Board of Directors at which the Chairing Director is elected to the close of the first meeting of the Board of Directors after the Annual Ordinary General Meeting after two (2) years.

Article 27

1. In the case where it becomes apparent that the state where the Chair- ing Director is unable to fulfill his/her duties during his/her term of office continues, the Chairing Director may retire from the position of Chairing Director upon obtaining the Board of Directors' approval.

2. In the case where the Chairing Director retires during his/her term of office, the Board of Directors shall promptly elect a new Chairing Director from among the Directors. In this case, the term of office of the new Chairing Director shall expire at the time of scheduled expiration of the term of office of the retiring Chairing Director.

3. The Board of Directors may release the Chairing Director from his/her office by the affirmative vote of a majority of the Directors.

Article 28

The Chairing Director shall, in conformity with the provisions of the Board of Directors, direct the Secretariat and handle the business of the Association.

Management of Business and Assets

Article 29

The Association shall, in order to achieve its purpose, conduct mainte- nance, improvement and promotion of KLIC and related software.

Article 30

The Association may own assets necessary for carrying out its business.

Article 31

The Chairing Director shall operate and manage the assets of the As- sociation by directing the Secretariat under the policies as provided for by the Board of Directors.

Article 32

The Association may collect membership fees from the regular mem- bers and the corporate members. The amount of membership fees for respective members shall be provided for by a resolution of the General Meeting.

Article 33

The Association may, in order to form assets necessary for carrying out its business, receive contributions from persons or corporations who agree with the purposes of the Association.

Article 34

1. The Chairing Director or any Director nominated by the Chairing Di- rector shall report the state of activities of the Association for the preceding fiscal year at the Annual Ordinary General Meeting.

2. When the state of activities is reported, the financial situation of the Association shall also be reported.

Withdrawal from the Association or Dismissal of Member

Article 35

Any regular member or corporate member that submits a notice of withdrawal from the Association to the Secretariat, may resign as a member.

Article 36

In the case where any regular member or corporate member violates any provisions of the Regulations of the Association, fails to pay the membership fee or conducts any act that contravenes the purposes of the Association, the Board of Directors may dismiss such regular member or corporate member from the list of members upon resolution thereof.

Article 37

When any member withdraws from or is dismissed by the Association, such member shall have no claim rights with respect to the assets of the Association.

Revision of the Regulations of the Association

Article 38

The Regulations may be revised by a resolution of the General Meeting.

Dissolution

Article 39

1. The Association shall be dissolved by the affirmative vote of two-thirds (2/3) or more of the voting rights at a General Meeting.

2. When the Association is dissolved, by a resolution of the Board of Directors, the assets of the Association shall be contributed to an in- dividual or a juridical body that has similar purposes as those of the Association.

Supplementary Provisions

Article 1

Notwithstanding the provisions of Article 14 of the Regulations, the first fiscal year of the Association shall be until the end of March 2000.
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