Article 44. Special Methods of
Dismissal of Establishment Officers
1. Notwithstanding the provisions of Paragraph 1, of the
previous Article, the dismissal of establishment directors appointed based on
the provisions of Article
41. (Special
Methods of Appointment of Establishment Officers.), Paragraph 1, shall be decided by a majority of the votes of the
Incorporators related to the appointment.
2. Notwithstanding the provisions of the previous Paragraph, in those
situations where the articles of incorporation provide to the effect that
directors appointed based on the provisions of Article 41, Paragraph 1, or by
the establishment meeting of
general meeting of holders of classes of shares (meaning the
establishment meeting of shareholders of classes of shares provided for in Article
84. (Determinations
to the Effect that the Resolutions of Shareholders Meeting of Classes Are
Necessary)), or general meeting of holders of classes of shares, can be dismissed,
the dismissal of establishment directors appointed based on the provisions of
the same previous paragraph, is made with a majority of votes of the
incorporators.
3. In the situation of the previous two
paragraphs, the incorporators
shall have one vote for every share of the shares issued at establishment in
the performance of investment. Provided, however, in those situations where the
articles of incorporation provide for unit shares, they shall have one vote for
every unit share issued at the time of incorporation.
4. Notwithstanding the provisions of the previous paragraph, in the situation
where the establishment director is to be dismissed based on the provisions of
Paragraph 2, when shares issued at the time of incorporation are issued of the
class for which it has been determined they can not vote concerning the
dismissal of all or a part of the directors, the incorporators can not vote the
said shares issued at the time of incorporation of that class, with respect to
the dismissal of the establishment directors to be directors.
5. The provisions of each of
the previous Paragraphs apply mutatis mutandis concerning the dismissal of
statutory auditors appointed based on the provisions of Article 41, paragraph
1, which apply mutatis mutandis in paragraph 3. In this situation the “majority
(vote)” of paragraphs 1 and 2 shall be read “two-thirds or more”
Disclaimer: This translation is for general reference purposes only and is provided on an “as is” basis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) shall not be responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese text of the laws. In the text of the translation article headings are added in parenthesis are not in the Japanese language original and are added only for the purposes of enhanced comprehension.
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