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EXHIBIT 3.1
(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
ARTICLES OF INCORPORATION
OF
JUPITER TELECOMMUNICATIONS CO., LTD.
CHAPTER I. GENERAL PROVISIONS
ARTICLE 1. CORPORATE NAME
The name of the Company shall be "KABUSHIKI KAISHA
JYUPITATEREKOMU", which shall be expressed in English as "JUPITER
TELECOMMUNICATIONS CO., LTD."
ARTICLE 2. BUSINESS OBJECTIVES
The objectives and purposes of the Company shall be to engage in the following
businesses and services:
1. Cable television broadcasting service and cable radio
broadcasting service;
2. Telecommunication service under the Telecommunications Law;
3. Consigned broadcasting service under the Broadcasting Law
and supply of programs through telecommunication satellites;
4. Design, constructing and maintenance of cable television
broadcasting facilities and telecommunications facilities;
5. Development, sales, lease and repair of machinery and tools
and software relating to cable television broadcasting and
telecommunications;
6. Acting as advertisement agency;
7. Publication and sale of publications;
8. Channel lease of cable television broadcasting facilities;
9. Renting studios for audio and video recording and any
incidental equipment;
10. Guidance and training of broadcasting engineers;
development and sale of broadcasting technology;
11. Import and export of films and videotapes for broadcast by
TV;
12. Investment in corporations engaged in the businesses and
services set forth above and consulting with regard to such
businesses and services; and;
13. All other businesses and services incidental and related to
those set forth above.
ARTICLE 3. LOCATION OF HEAD OFFICE
The Company shall have its head office in Toshima-ku, Tokyo, Japan.
ARTICLE 4. METHOD OF PUBLIC NOTICE
All public notices by the Company shall be made in the "NIHON KEIZAI SHINBUN".
CHAPTER II. SHARES
ARTICLE 5. TOTAL NUMBER OF SHARES
The total number of shares authorized to be issued by the Company shall be
15,000,000 shares.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
ARTICLE 6. PAR VALUE OF SHARES
All par value shares to be issued by the Company shall have a par value of
(Y)50,000 per share.
ARTICLE 7. SPECIAL EXCEPTION TO SUBSCRIPTION RIGHT
[1] The Company may grant to its Directors or employees the subscription right
for shares as provided for in Article 280-19 of the Commercial Code.
[2] The Company may grant subscription rights of new shares pursuant to the
provision under Article 11-5-2 of the New Business Creation Promotion Law.
ARTICLE 8. RIGHTS OF HOLDERS OF FRACTIONAL SHARES
(1) The holders of fractional shares in the Company shall be entitled to
dividends and cash distributions as set forth in Article 293-5 of the
Commercial Code (hereinafter referred to as "Interim Dividends").
(2) In addition to the preceding paragraph, the holders of fractional shares
shall also be entitled to receive new shares, convertible bonds and/or
bonds with warrants to subscribe for new shares if the same is offered to
shareholders (as used herein, this term includes beneficial shareholders)
upon resolution of the Board of Directors.
ARTICLE 9. NON-ISSUANCE OF CERTIFICATES FOR FRACTIONAL SHARES
The Company shall issue no certificate for fractional shares.
ARTICLE 10. SHARE HANDLING RULES
The denomination of share certificates to be issued by the Company, registration
of transfers of shares, handling of requests for purchase of fractional shares
and any other procedures for shares and fractional shares, as well as fees and
charges therefor, shall be governed by the Share Handling Rules established by
the Board of Directors.
ARTICLE 11. TRANSFER AGENT
(1) The Company shall have a transfer agent for its shares and fractional
shares.
(2) The transfer agent and its place of business shall be designated by
resolution of the Board of Directors.
(3) The shareholders' register (as used herein, this term includes the
register of beneficial shareholders) and the register of fractional shares
of the Company shall be kept at the place of business of the transfer
agent, and any clerical matters for shares and fractional shares, such as
registration of transfers of shares, registration of pledges, recordation
of trust assets, delivery of share certificates, acceptance of
notifications and requests for purchase of fractional shares, shall be
handled by the transfer agent and not directly by the Company.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
ARTICLE 12. RECORD DATE
(1) The Company shall regard those shareholders whose names have been entered
in the last shareholders' register as at the closing of accounts of each
year as the shareholders entitled to exercise their rights at the ordinary
general meeting of shareholders held with respect to the closing of
accounts for the year.
(2) In addition to the preceding paragraph, the Company may temporarily fix a
record date by giving prior public notice if so required to determine
those entitled to exercise their right as shareholders, registered
pledgees or holders of fractional shares.
CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS
ARTICLE 13. TIME OF CONVOCATION
An ordinary general meeting of shareholders of the Company shall be convened
within three (3) months from the day next following the date of the closing of
accounts of each year and an extraordinary general meeting of shareholders shall
be convened from time to time whenever necessary.
ARTICLE 14. CONVENER AND CHAIRMAN
The general meetings of shareholders shall be convened by the Chairman, and he
shall act as chairman at such meetings. Should the Chairman be unable to act,
the President shall act in his place, if the President is inable to act, another
Director, by order determined in advance by the Board of Directors, shall act in
his place.
ARTICLE 15. REQUIREMENT FOR ORDINARY RESOLUTIONS
Except as otherwise provided by law, regulation or these Articles of
Incorporation, all resolutions of a general meeting of shareholders shall be
adopted by a majority of the votes of the shareholders present at such meeting.
ARTICLE 16. EXERCISE OF VOTING RIGHT BY PROXY
Any shareholder may exercise his/her voting right by appointing, as its proxy,
another shareholder having voting rights in the Company. In such case, the proxy
shall be required to submit to the Company a document evidencing his/her power
of representation.
ARTICLE 17. MINUTES
The substance of he proceedings of the general meetings of shareholders and the
results thereof must be recorded in the minutes of the meetings, and the
chairman and the Directors present must sign, and affix their seals to these
minutes.
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
ARTICLE 18. ELECTION
(1) Not less than three (3) Directors shall be elected at a general meeting of
shareholders.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
(2) The election of Directors shall be resolved by a majority of the votes of
the shareholders present who hold and represent one-third (1/3) or more of
the total number of shares issued and outstanding.
(3) The election of Directors shall not be by cumulative voting.
ARTICLE 19. TERM OF OFFICE OF DIRECTORS
(1) The term of office of each Director shall expire upon the close of the
ordinary general meeting of shareholders in respect of the last of the
fiscal years ending within two (2) years after their assumption of office.
(2) The term of office of a Director elected to fill a vacancy or to increase
the number of Directors shall be the same as the unexpired term of office
of the other Directors then in office.
ARTICLE 20. REPRESENTATIVE DIRECTORS AND EXECUTIVE DIRECTORS
(1) By resolution of the Board of Directors, some of the Representative
Directors shall be appointed to represent the Company.
(2) By resolution of the Board of Directors, a Chairman of the Board of
Directors, a President and a certain number of Vice-Chairman, Executive
Vice-Presidents, Senior Managing Directors and Managing Directors may be
appointed.
ARTICLE 21. MEETINGS OF THE BOARD OF DIRECTORS
(1) A meeting of the Board of Directors shall be convened by the Chairman, and
he shall act as chairman at such meeting. If the Company does not have a
Chairman or if the Chairman is unable to act, the President shall act in
his place; if the President is unable to act, another Director, by order
determined in advance by the Board of Directors, shall act in his place.
(2) A notice of a meeting of the Board of Directors shall be sent to each
Director and Statutory Auditor two (2) weeks prior to the date of the
meeting, provided that this period may be shortened in case of urgent
necessity.
(3) The management of and other matters for the Board of Directors shall be
governed by the Rules of the Board of Directors established by the Board
of Directors.
ARTICLE 22. REMUNERATION
The amount of remuneration and retirement allowance to be paid to Directors
shall be determined by the resolution of a general meeting of shareholders.
CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS
ARTICLE 23. ELECTION OF CORPORATE AUDITORS
(1) Not less than three (3) Corporate Auditors shall be elected at a general
meeting of shareholders.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
(2) The election of Corporate Auditors shall be resolved by a majority of the
votes of the shareholders present who hold and represent one-third (1/3)
or more of the total number of shares issued and outstanding.
ARTICLE 24. TERM OF OFFICE OF CORPORATE AUDITORS
(1) The term of office of Corporate Auditors shall expire upon the close of
the ordinary general meeting of shareholders in respect of the last of the
fiscal years ending within three (3) years after their assumption of
office.
(2) The term of office of a Corporate Auditor elected to fill a vacancy shall
be the unexpired term of his predecessor.
ARTICLE 25. FULL-TIME CORPORATE AUDITORS
(1) The Corporate Auditors shall elect from among themselves one (1) or more
full-time Auditors.
(2) The Corporate Auditors may elect from among themselves standing Statutory
Auditor(s).
ARTICLE 26. MEETING OF BOARD OF CORPORATE AUDITORS
(1) A notice of a meeting of the Board of Corporate Auditors shall be sent to
each Corporate Auditor two (2) weeks prior to the date of the meeting,
provided that this period may be shortened in case of urgent necessity.
(2) The management of and other matters for the Board of Corporate Auditors
shall be governed by the Rules of the Board of Corporate Auditors
established by the Board of Corporate Auditors.
ARTICLE 27. REMUNERATION
The amount of remuneration and retirement allowance to be paid to Corporate
Auditors shall be determined by the resolutions of a general meeting of
shareholders.
CHAPTER VI. ACCOUNTING
ARTICLE 28. BUSINESS YEAR
The business year of the Company shall be from January 1 of each year through
December 31 of the same year, and its accounts shall be closed at the end of
each business year.
ARTICLE 29. DIVIDENDS
Dividends may be paid to the shareholders or registered pledgees whose names
have been entered in the shareholders' register and to the holders of fractional
shares whose names have been entered in the register of fractional shares, as at
the closing of accounts of each fiscal year.
ARTICLE 30. INTERIM DIVIDENDS
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY)
The Company may, subject to resolution of the Board of Directors, make interim
dividends to the shareholders or registered pledgees whose names have been
entered in the last shareholders' register and to the holders of fractional
shares whose names have been entered in the register of fractional shares, as of
June 30 of each year.
ARTICLE 31. TIME OF CONVERSION OF CONVERTIBLE BONDS
The initial dividends or interim dividends on shares issued upon conversion of
convertible bonds shall be paid as though conversion occurred on January 1, if
the request for conversion is made during the period from January 1 to June 30,
or as though conversion occurred on July 1, if the request for conversion is
made during the period from July 1 to December 31.
ARTICLE 32. PRESCRIPTION TIME FOR PAYMENT OF DIVIDENDS
If receipt of any dividends and/or interim dividends has not been made after the
lapse of three (3) full years from the date of commencement of payment, the
Company shall be exempt from the obligation to make such payment.
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REPRESENTATION
The undersigned certifies that the foregoing is a fair and accurate
English translation of the original Japanese language document.
/s/ Tsunetoshi Ishibashi
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Tsunetoshi Ishibashi
Chairman
