CONSTITUTION OF THE JAPANESE ASSOCIATION FOR PETROLEUM TECHNOLOGY

Chapter 1 General

Article 1 NAME

The Association shall be called "Japanese Association for Petroleum Technology" (abbreviated as JAPT).

Article 2 OBJECTIVES

The Objectives of JAPT are to promote scientific and technological development in the upstream area of oil and gas industry, and to provide opportunities for mutual understanding among the members.

Article 3 ACTIVITIES

1.

In order to attain the Objectives prescribed under the Article 2 hereof, JAPT shall carry out the following activities:

(a)

to publish the Journal of JAPT, the number of issue thereof, six (6) ormore per annum.

(b)

to organize conferences and field excursion.

(c)

to conduct research and survey and to provide consultation.

(d)

to publish special publications from time to time.

(e)

to award prizes for academic, scientific and technical achievements.

(f)

to run the home-page of JAPT.

(g)

any activity other than the above, necessary for attaining the Objectives of JAPT.

2.

The cost to implement the activities stipulated herein shall be covered by the revenues of the membership dues stipulated in Article 8 and miscellaneous contributions.

Article 4 PRINCIPAL OFFICE

The principal office of JAPT shall be located within the office of Japan Petroleum Development Association, Keidanren-Kaikan Building, 3-2 Ohtemachi 1-chome, Chiyoda-ku, Tokyo, 100-0004 Japan.

Article 5 FISCAL YEAR

Fiscal year of JAPT shall be from April 1st (the first) of every year through March 31 (the thirty first) of the following year.

Chapter 2 Membership

Article 6 ELIGIBILITY OF MEMBERSHIP

The membership of JAPT shall consist of the following:

(a)

Honorary Members
Honorary Members shall be Full Members who have made significant contributions to the development of the upstream area of the oil and gas industry as well as to the management of JAPT, and shall be selected through recommendation of the Board of Directors and approval of the General Meeting.

(b)

Full Members
Full Members shall be qualified individuals with scholarship and experiences pertaining to the upstream area of oil and gas industry.

(c)

Student Members
Students majoring in any subject in the upstream area of oil and gas industry shall be eligible for Student Membership.

(d)

Corporate Members
Any juridical person or corporation who is supporting the Objectives of JAPT shall be eligible for Corporate Membership.

Article 7 ADMISSION TO JAPT

Applicants for any of Full, Student or Corporate Members shall fill out application forms and submit them to the Board of Directors. The approval thereof shall be subject to the Board of Directors.

Article 8 MEMBERSHIP DUES

1.

Any applicant for any class of membership, on being notified of his acceptance by JAPT shall prepay, as well as thereafter, full dues applicable to that class of membership for the current year. Notwithstanding the foregoing, Honorary Members are relieved of the obligation to pay the dues and Full Members aged sixty-five (65) years or older who have been members for over thirty (30) years may be exempted from 50% of the total amount of payment for the year.

(a)

Full Member: annual dues 7,000 Japanese Yen

(b)

Student Member: annual dues 3,500 Japanese Yen

(c)

Corporate Member: annual dues 50,000 Japanese Yen per share

2.

Any member who fails to pay annual dues without reasonable reasons shall be deemed as having resigned.

Article 9 RIGHT AND PRIVILEGE

Every member has the following rights:

1.

Every member will receive the Journal published by JAPT and may attend any of the conferences or seminars organized by JAPT.

2.

Every member may contribute to the Journal of JAPT and announce his research results at such conferences.

3.

Every member may state his views and opinions to the Board of Directors concerning the activities and administration of JAPT.

4.

Full Members shall have the right to vote in the General Meeting, to vote candidates or to be voted as a candidate for an officer of JAPT.

Article 10 RESIGNATION

Any member may resign from JAPT on giving a written notice of resignation to JAPT. The dues paid under Article 8 hereof shall not be reimbursed.

Article 11 EXPULSION

A member of any class may be expelled from the Association for any action serious enough to substantially damage the reputation of JAPT, by the decision of the Board of Directors.

Chapter 3 Officers

Article 12 DESIGNATION

The officers of the Association shall be the following:

President

1

Vice Presidents

2

Directors

３０～３５ inclusive of President and Vice President

Auditors

3

Article 13 ELECTION OF OFFICERS

1.

President shall be elected by mutual vote cast from among the Directors.

2.

Vice Presidents shall be appointed by President from among Directors.

3.

Directors shall be elected by vote cast from among Full Members. The election shall be held in March every other year.

4.

Auditors shall be elected from among Full Members at the General Meeting.

5.

Rules on election of Directors shall be stipulated in By-laws hereof.

Article 14 DUTY OF PRESIDENT

The President shall represent JAPT and preside over all affairs in JAPT.

Article 15 DUTY OF VICE PRESIDENTS

Vice Presidents shall assist the President in performing of the duty of the President and act for the President in the event of his absence.

Article 16 DUTY OF DIRECTORS

Directors shall perform services necessary for carrying out the Activities of JAPT.

Article 17 DUTY OF AUDITORS

Auditors shall audit the accounting books and report the result thereon at the General Meeting.

Article 18 TERM OF OFFICE OF DIRECTORS

1.

The term of office of Directors shall start upon closing the General Meeting which is first held after elected, and continue until closing the General Meeting to be held in the following two years. Multiple and successive terms of Directors shall be permitted.

2.

The term of office of Auditor shall be as from the date of the General Meeting on which the Auditors are elected, until the date of General Meeting to be held in the following two years. Multiple and successive terms shall be permitted.

Article 19 SUBSTITUTE FOR DIRECTORS

1.

Should five or more posts of Directors become vacant, substitutes to fill the vacancies shall be duly elected by vote and the result thereon shall be reported in the Journal of JAPT.

2.

Should 2 or less posts of Auditor become vacant, substitute(s) shall be elected at the next General Meeting.

3.

Should all 3 posts of Auditor become vacant, an extraordinary General Meeting shall be held to elect the substitutes.

4.

The term of office of the substitute officers prescribed under this Article 19 shall be for the remainder of the unexpired term of predecessor(s).

Chapter 4 Councilors

Article 20 APPOINTMENT OF COUNCILORS

1.

Councilors may be appointed by President from among Honorable Members, Full Members or Corporate Members.

2.

The term of office of Councilors shall be two (2) years.

Article 21 DUTY OF COUNCILORS

Councilors shall make consultation to inquiries of President on important affairs in JAPT.

Chapter 5 Secretaries

Article 22 SECRETARIES

1.

An indefinite or interminable number of Secretaries may be appointed from among Full Members by President.

2.

The term of office of Secretary shall be two (2) years.

Article 23 DUTY OF SECRETARY

Secretaries shall assist the Directors in performing their duties as specified herein.

Chapter 6 Meetings

Article 24 GENERAL MEETINGS

1.

General Meetings shall be classified as either Annual General Meetings or Extraordinary General Meetings.

2.

Annual General Meeting shall be held once a year, within 3 months after the last day of every fiscal year.

3.

Extraordinary General Meeting shall be held when:

(a)

requested by the President, or

(b)

requested by Full Members, one tenth (1/10) or more of the total number of Full Members, with submittal of an agendum for the Meeting.

4.

All the bills of submitted to the General Meetings shall be decided by the Board of Directors. Notwithstanding the foregoing, the Board of Directors shall deliberate any bills proposed by the joint signatures of more than ten (10) Full Members.

Article 25 NOTICE OF GENERAL MEETING

1.

The General Meeting shall be convened by President with a notice specifying the date, time and place of the meeting and agenda at least ten (10) days prior to the date set for such a meeting.

2.

The notice shall be made in one of the following manners:

(a)

in the Journal of JAPT

(b)

in writing to Members

Article 26 QUORUM FOR GENERAL MEETING

1.

The Quorum for a General Meeting shall be one tenth (1/10) or more of the total number of Full Members.

2.

Any Full Member unable to attend the meeting shall be deemed to be an attendant by submittal of a proxy.

Article 27 CHAIRMAN OF GENERAL MEETING

Chairman of General Meeting shall be elected from among the attendants to the General Meeting.

Article 28 METHOD OF DECISION AT GENERAL MEETING

Decisions at the General Meeting shall be made by majority vote cast by attendants. Chairman holds the deciding vote in the event of a tie.

Article 29 ITEMS FOR DECISION AT GENERAL MEETING

The following items shall be decided at the General Meeting:

(a)

Annual program of activities and the budget.

(b)

Legislation or renewal of the Constitution and By-laws of JAPT

(c)

Election of Auditors

(d)

Any item deemed to be necessary

Article 30 APPROVAL AT GENERAL MEETING

The following items shall be approved at General Meeting.

(a)

Report of activities and settlement of accounts in the previous fiscal year.

(b)

Any item deemed necessary by the Board of Directors.

Article 31 REPORT AT ANNUAL GENERAL MEETING

The following items shall be reported at Annual General Meeting.

(a)

Result on Election of Directors.

(b)

The winner of the JAPT prize stipulated in Article 41.

(c)

Any item deemed necessary for discussion by the Board of Directors.

Article 32 BOARD OF DIRECTORS

1.

The Board of Directors shall consist of Directors.

2.

Auditors and Secretaries may attend and speak at the meeting of the Board of Directors.

3.

The chairmen of the Committees stipulated in Article 39 may attend and speak at the meetings of the Board of Directors on any matter relating to their Committee.

Article 33 ITEM FOR DELIBERATION BY THE BOARD OF DIRECTORS

1.

The Board of Directors shall deliberate on any item necessary for carrying out the Activities of JAPT.

2.

Both Activity plan (in the form of a draft) and the Budget (in the form of a draft) in each fiscal year shall be presented to and approved by the Board of Directors prior to commencement of every fiscal year.

Article 34 QUORUM FOR MEETING OF THE BOARD OF DIRECTORS

1.

Quorum for the meeting of the Board of Directors shall be fulfilled by a majority　of attendance.

2.

Any Director unable to attend the meeting shall be deemed to be an attendant in the board meeting by submittal of a proxy.

Article 35 DECISION AT MEETING OF THE BOARD OF DIRECTORS

All decisions at the meeting of the Board of Directors shall be made by a majority vote of Directors. The Chairman holds the deciding vote in the event of a tie.

Article 36 MEETING OF THE BOARD OF DIRECTORS

Meeting of the Board of Directors shall be held six (6) times or more in a year and President shall take part of Chairman of the Meeting.

Article 37 COUNCIL

1.

The Council shall consist of the President, the Vice Presidents and the Councilors.

2.

The Council shall hold meetings at the call of the President.

3.

The Council shall hold meetings twice or more times in a year.

Article 38 SECRETARY BOARD MEETING

1.

The Secretary Board shall consist of Vice Presidents, Secretaries and the Chairman of the Editorial Committee of the Journal.

2.

The Secretary Board shall hold a meeting when necessary. Vice President shall take part of the chairman in the meeting.

3.

The Secretary Board shall assist the Board of Directors in carrying out their duties, related to the Board of Directors.

Chapter 7 Committees

Article 39 COMMITTEES

1.

Following committees shall be set up in JAPT:

(a)

Journal Editorial Committee

(b)

JAPT Award Committee

(c)

Election Administration Committee

(d)

Exploration Technology Committee

(e)

Drilling Technology Committee

(f)

Production Technology Committee

(g)

International Relations Committee

(h)

Resources Economy Committee

(i)

Home-Page Committee

(j)

Ad Hoc Committee

2.

Chairman and members of each Committee shall be appointed by President from among Full Members. Notwithstanding the foregoing, such members may be appointed from among non-members with the approval of the Board of Directors. The Chairman of JAPT Award Committee and of the Election Administration Committee shall be elected by majority vote in all members of each committee.

Article 40 EDITORIAL COMMITTEE

1.

The Committee shall have charge of publishing the Journal of JAPT.

2.

The term of office of the Committee member shall be two (2) years.

3.

Operation rule of the Committee shall be stipulated in the By-laws hereof.

Article 41 JAPT AWARD COMMITTEE

1.

For realizing the objectives of JAPT as stipulated in Line (e) of Article 3 (i.e. to honor the academic, scientific and technical achievements), JAPT　establishes the JAPT Award and the JAPT award committee;

2.

The term of office of the Committee member shall be two (2) years.

3.

Operating rules relating to the administration of the Committee and the grant of JAPT Award shall be stipulated in By-laws thereof.

Article 42 ELECTION ADMINISTRATION COMMITTEE

Election Administration Committee shall perform services in accordance with the provision prescribed under Section 5 of Article 13 hereof.

Article 43 TECHNICAL COMMITTEE

1.

The Exploration, Drilling and Production Technology Committees shall be called collectively "Technical Committee".

2.

Technical Committee shall perform services for study and research as well as consultation related to development in the upstream area of oil and gas industry.

3.

The term of office of the Committee members shall be two (2) years.

Article 44 INTERNATIONAL RELATIONS COMMITTEE

1.

The International Relations Committee shall aid in facilitating for promoting an interchange of technical information among nations.

2.

The term of office of the International Relations Committee shall be two (2) years.

Article 45 RESOURCES ECONOMY COMMITTEE

1.

The Resources Economy Committee shall perform services for investigation and research regarding resources economy aspect on the mining industry of petroleum and natural gas, and for guidance relating thereto.

2.

The term of office of the Committee members shall be the same as the existing term of the Committee.

Article 46 HOME PAGE COMMITTEE

1.

Home Page Committee shall be responsible for the running and Administration of JAPT Home Page.

2.

The Committee members shall be selected from among the members of Technical Committee, the Editorial, and International Relations Committees.

3.

The term of office of the Home Page Committee shall be two (2) years.

Article 47 AD HOC COMMITTEE

1.

If necessary, the President may establish Ad Hoc Committees with the approval of the Board of Directors.

2.

The term of office of the Ad Hoc Committee shall be two (2) years.

Article 48 OFFICE

1.

The office of JAPT is provided at the venue stipulated in Article 4 to second the activities by the Board of Directors.

2.

The office comprises the several staffs selected by the Board of Directors.

Article 49 BRANCH

1.

Branches may be set up when necessary to promote the Activities of JAPT.

2.

Rules for the Branch may be stipulated in By-laws hereof.

Article 50 COPYRIGHT

The copyright of any materials published by JAPT and those appearing in its Home Page shall be owned by JAPT, and the handling rules of such materials shall be established in the By-laws hereof.

Article 51 MODIFICATION

1.

Any modification in the Constitution of JAPT and the By-laws pertaining　to the election of the officers shall be made by vote at the General Meeting.

2.

Any modificaton and addition onto the other By-laws shall be made by vote　of the Board of Directors. Notwithstanding the foregoing, the decision by vote of the General Meeting onto any proposal presented thereto, shall supersede such amendments.