2016.12.01 Thursday

043 More questions re: "Reply from JAGDA regarding Request Letter"

HIRANO KEIKO’S OFFICIAL BLOG November 30, 2016 Wednesday 043 More questions re: “Reply from JADGA regarding Request Letter” I received a reply from JAGDA on November 25, in response to the Request Letter to JAGDA http://hiranokeiko.tokyo/?eid=87 which I had sent on November 17, 2016.

I am recording the reply from JAGDA hereunder.

[Reply from JAGDA] (*JAGDA’s response noted in blue)
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In response to your “Request Letter”:

1) Regarding the “Organization’s Overview”
To reiterate what we stated in our previous letter in regards to the overview document, the draft was composed by three high-ranking officials, which was then approved through a hand-around among board members and steering committee members, before it was released. Proper procedures were thus in place, which makes the said document the “Organization’s Overview”. As for release of the said document, since approval by the general assembly is not a required procedure, there was no need to seek the approval of the general assembly.

2) Regarding seeking nullity of the said document
Therefore, neither Ms. Keiko Hirano nor any other regular member of JAGDA may take any legal action, including filing a lawsuit to declare nullity of the document and others.
However, according to the Articles of Incorporation, Article 13.3.2 states that “if more than a tenth of the total proper members who hold voting rights” were to call an extraordinary general meeting in relation to the validity/nullity of the said document or to seek the dismissal of the board member(s) who were involved in the compilation of the said document (as per Article 26), this is possible.

 

November 25, 2016
Japan Graphic Designers Association Inc.
Director, JAGDA Office


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This “Reply from JADGA regarding Request Letter” which I received on November 25, gave rise to many doubts and questions in my mind. Upon consultation with our corporate lawer, I sent a letter of inquiry to the JAGDA Office on November 30 seeking answers, based on the opinion written up by our lawyer (and approved by myself).

I am recording the letter of inquiry that I sent to JAGDA today, hereunder.

[Letter of inquiry to JAGDA] (*JAGDA’s response noted in blue)
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Japan Graphic Designers Association Inc.,
A public interest incorporated association

To whom it may concern:

I received your “Reply from JADGA regarding Request Letter” on November 25, in response to the request which I had sent on November 17. Your response gave rise to a number of doubts and questions. I am sending an opinion summary from our corporate lawyer (approved by Keiko Hirano) together with some questions.

More questions re: “Reply from JADGA regarding Request Letter”

Opinion summary from our company’s legal counsel and Questions (from Keiko Hirano) regarding the “Reply from JAGDA (received on November 25) in response to Opinion and request regarding JAGDA document (sent on November 17)”

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11/25/2016 (JAGDA) Response
1) Regarding the “Organization’s Overview”
To reiterate what we stated in our previous letter in regards to the overview document, the draft was composed by three high-ranking officials, which was then approved through a hand-around among board members and steering committee members, before it was released. Proper procedures were thus in place, which makes the said document the “Organization’s Overview”. As for release of the said document, since approval by the general assembly is not a required procedure, there was no need to seek the approval of the general assembly.


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11/30/2016 Opinion summary by our corporate lawyer and Questions (from Keiko Hirano)
If a document is to become an overview put forth on behalf of the organization, not merely an overview presented by its board members, does the document need to be approved at a general assembly, or does approval by the board and the steering committee suffice? The point is not made clear in the Articles of Incorporation, allowing for both positions to stand. The director of the JAGDA Office states that approval by the general assembly is not a requirement. True enough, nowhere in the Articles of Incorporation http://www.jagda.or.jp/about/org/aoa/ do we find the provision that approval by the general assembly is required. But neither can we find a provision that allows the board to make the decision. So there is nothing definitive. I cannot see how the director of the JAGDA Office can declare that approval by the general assembly is unnecessary, with nothing to support the claim. (Opinion of corporate lawyer)

In the first place, if we look at Article 4 of the Articles of Incorporation which covers JAGDA’s businesses, there is no mention of “releasing an overview” as a business item. Has JAGDA as an organization ever released an overview statement? Is there any precedent where an overview was actually released in the past? My guess is that releasing an overview has never been considered as a JAGDA business item. In that case must JAGDA refrain from releasing an overview? Not necessarily. According to the Articles of Incorporation, there is a clause that allows JAGDA to conduct other necessary businesses as a way to achieve its objectives. (Opinion of corporate lawyer)

Is approval by the general assembly a requirement in order to compile an official overview on behalf of the organization? This is where opinions will differ among different people. Personally, as a legal professional, I believe it is necessary to obtain the approval of the general assembly. My reasoning is as follows: If this is something that has been carried out regularly on a routine basis, and there have been no complaints or claims in the past, I think the matter can be safely delegated to the executive boards. But considering the fact that this is a first time event, something that has never been attempted, and since there is no clear basis set forth in the Articles of Incorporation that indicates that the board is allowed to make such decisions, and moreover, when there are multiple ways of interpretation, I feel we should err on the side of caution and choose the more prudent path. Therefore, shouldn’t the document be approved by the general assembly so that it will better reflect the intentions of all members? Furthermore, if JAGDA intends to compile an overview document regarding the 2020 Olympics logo controversy that became a major social problem, creating a record from the standpoint of a public interest incorporated association, I think JAGDA, as a public interest incorporated association, must take extra care to adopt a more democratic way of handling its business. For matters that are not clearly defined by the Articles of Incorporation, it is better and more appropriate to seek approval at a general assembly. As an additional benefit, the approval will give more substance to the overview document. (Opinion of corporate lawyer)

(Question 1)
In the JAGDA response, the basis for not “seeking approval of the general assembly” is explained as “approval by the general assembly is not a required procedure”. Our corporate lawyer has pointed out that “nowhere in the Articles of Incorporation do we find the provision that approval by the general assembly is required. But neither can we find a provision that allows the board to make the decision”. If “there is no provision that approval by the general assembly is required” how can JAGDA declare that approval by general assembly is a non-requirement? Please explain the basis of the statement.

In the JAGDA response, you say “proper procedures were thus in place”. However, I have heard related reports from persons concerned, that some members of the board only received the document a day before the general assembly; steering committee members received the document via email a week before the general assembly. While some steering committee members objected to the contents of the document, their comments were never reflected in full—I heard that not a single discussion took place regarding the said document before it was released at the general assembly. If this was indeed what took place, to call this document the official “Organization’s Overview”, the fruit of “proper procedures that were in place”, seems utterly wrong.

(Question 2)
Please explain what the word “proper” means in the phrase “proper procedures” which appears in the JAGDA reply. Please define the procedural process of the alleged “proper process” citing the specific steps in chronological order.

(Question 3)
I have a question regarding the phrase “Organization’s Overview” which appears on numerous occasions in the set of documents. Does the word “organization” stand for JAGDA? Please define the word “organization” and define “Orgnization’s Overview”.


At beginning of the JAGDA General Assembly http://hiranokeiko.tokyo/?eid=75 which was held on June 25, 2016 in Kyoto, seemingly out of the blue, Mr. Kenya Hara, vice president of JAGDA, without any advance announcement, read out the document. After the reading, as if to prompt the approval of an agenda item, he called out, “I seek your approval”. The members gathered at the assembly responded by giving an applause. In the end, though there was one member present who voiced his objection, the document was forcibly approved by the assembly—this is a fact. In response to the question posed by the member who objected to the overview document, Mr. Nobumitsu Oseko, director of the JAGDA Office said: “If we don’t pass this resolution today, we won’t be able to continue as an association starting tomorrow. So, please, we need to follow through with the proceedings….” He clearly pointed to the release of the document and the ensuing action seeking approval as “proceedings”.

(Question 4)
In your response at this time, you claim that “since approval by the general assembly ‘is not a required procedure’, there was no need to “seek the approval of the general assembly”. Then why were copies of the document distributed at the entrance of the general assembly venue in Kyoto? Why take the method of reading out the document, without prior announcement at the assembly? And finally, why forcibly wrestle an approval despite an objection being made? Please explain the reasons behind the sequence of actions.

In your response, you claim that “the draft was composed by three high-ranking officials”. However, I have heard from sources, including a steering committee member, a board member and other persons, that the draft was in fact penned by Mr. Kenya Hara.

(Question 5)
If you want to claim that indeed “the draft was composed by three high-ranking officials” please disclose the specific profess as to how the three high-ranking officials composed the draft. I want to know the when, where and how.

Together with the document that was sent out to members on July 19, there was a letter http://hiranokeiko.tokyo/?eid=79 signed by three high-ranking officials, the president and two vice presidents. The letter stated: “The document is the fruit of numerous discussions and revisions conducted by the whole JAGDA board and steering committee members who finally came to agreement”. Despite this statement, I have heard from members of the steering committee and the board that regarding this document, there had never been any discussion, not once, at any meeting held before the document was released at the general assembly.

(Question 6)
Why claim that the document is the fruit of “numerous discussions and revisions conducted by the whole JAGDA board and steering committee members” when I know, having heard from steering committee and board members that the document was never discussed? If it is indeed a fact, please disclose specific evidence including records of such meetings, the minutes and such. Please present the evidence that support the fact that multiple discussions were held. Prove it to us.

(Question 7)
I have heard a certain steering committee member say that “I never gave my approval”. If the whole JAGDA board and steering committee members really gave their “approval”, when and how did this happen? Please disclose the specific method that was taken to obtain their approval and prove that all board and steering committee members did indeed authorize the document.

(Question 8)
What do you mean by the explanation that approval was obtained “through a hand-around among board members and steering committee members” ? Please explain this method, “approval through hand-around”.

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11/25/2016 (JAGDA) Response
2) Regarding seeking nullity of the said document
Therefore, neither Ms. Keiko Hirano nor any other regular member of JAGDA may take any legal action, including filing a lawsuit to declare nullity of the document and others.
However, according to the Articles of Incorporation, Article 13.3.2 states that “if more than a tenth of the total proper members who hold voting rights” were to call an extraordinary general meeting in relation to the validity/nullity of the said document or to seek the dismissal of the board member(s) who were involved in the compilation of the said document (as per Article 26), this is possible.


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11/30/2016 Opinion summary by our corporate lawyer
(According to JAGDA) it is impossible to file a lawsuit to declare nullity of the document. At this point, I don’t think any party is ready to take legal action. So I think we can put this precious input from the JAGDA Office director aside, for now. But I would like to make a point. If JAGDA, as a public interest incorporated association, values conducting its business in a truly democratic way, shouldn’t it be more focused on other matters than studying the possibility of lawsuits or dismissing its board members?

I believe that in any organization, once a member should raise doubt and criticize the way an organization is being run, those in executive positions must be ready to pursue facts and assess developments in earnest—that should be their primary responsibility. In that sense, I am baffled by the JAGDA Office director’s insistence to respond in a stereotypical manner, while choosing to touch on the provocative issue of declaring nullification. It is difficult to understand his true intention behind the words. Before going on about lawsuits and dismissals, first things first, he should be thinking about responding to the questions raised by the member in a straightforward manner.
(Opinion of corporate lawyer)


[List of questions to JAGDA]
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(Question 1)
In the JAGDA response, the basis for not “seeking approval of the general assembly” is explained as “approval by the general assembly is not a required procedure”. Our corporate lawyer has pointed out that “nowhere in the Articles of Incorporation do we find the provision that approval by the general assembly is required. But neither can we find a provision that allows the board to make the decision”. If “there is no provision that approval by the general assembly is required” how can JAGDA declare that approval by general assembly is a non-requirement? Please explain the basis of the statement.

(Question 2)
Please explain what the word “proper” means in the phrase “proper procedures” which appears in the JAGDA reply. Please define the procedural process of the alleged “proper process” citing the specific steps in chronological order.

(Question 3)
I have a question regarding the phrase “Organization’s Overview” which appears on numerous occasions in the set of documents. Does the word “organization” stand for JAGDA? Please define the word “organization” and define “Organization’s Overview”.

(Question 4)
In your response this time, you claim that “‘since approval by the general assembly’ is not a required procedure”, there was no need to “seek the approval of the general assembly”. Then why were copies of the document distributed at the entrance of the general assembly venue in Kyoto? Why take the method of reading out the document, without prior announcement at the assembly? And finally, why forcibly wrestle an approval despite an objection being made? Please explain the reasons behind the sequence of actions.

(Question 5)
If you want to claim that indeed “the draft was composed by three high-ranking officials” please disclose the specific profess as to how the three high-ranking officials composed the draft. I want to know the when, where and how.

(Question 6)
Why claim that the document is the fruit of “numerous discussions and revisions conducted by the whole JAGDA board and steering committee members” when I know, having heard from steering committee and board members that the document was never discussed? If it is indeed a fact, please disclose specific evidence including records of such meetings, the minutes and such. Please present the evidence that support the fact that multiple discussions were held. Prove it to us.

(Question 7)
I have heard a certain steering committee member say that “I never gave my approval”. If the whole JAGDA board and steering committee members really gave their “approval”, when and how did this happen? Please disclose the specific method that was taken to obtain their approval and prove that all board and steering committee members did indeed authorize the document.

(Question 8)
What do you mean by the explanation that approval was obtained “through a hand-around among board members and steering committee members”? Please explain this method, “approval through hand-around”.


I have listed above the eight questions I am submitting at this time, based on the opinion summary prepared by our corporate lawyer. As you know, this is not the first time I am sending questions. In the past, I received replies to some of my questions while others were ignored—they were never answered. This time, I expect to receive responses to all eight questions. Thank you.

 

Keiko Hirano
November 30, 2016


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Keiko Hirano

 

Keiko Hirano:
Designer/Visioner, Executive Director of Communication Design Laboratory
Hirano served on the panel that chose the official emblem for the 2020 Tokyo Olympics and Paralympics, which was ultimately withdrawn.

Personal note:
I contributed an op-ed piece to the November issue of the “Kenchiku Journal” magazine (on sale November 1). The special feature of the issue is “Ridiculing the Olympic Games”.
http://www.kj-web.or.jp/


五輪エンブレム問題の
事実と考察
001 責任がとれる方法で 002 公募期間の短さ 003 『展開』『展開性』『展開力』 004 知らされなかった招待作家 005 ブログを読んで下さっているみなさまへ 006 利害優先の土壌 007 修正案承諾拒否の経緯と理由 - vol.1 008 修正案承諾拒否の経緯と理由 - vol.2 009 『公』の仕事 010 専門家の盾 011 秘密保持誓約書という密室 012 いまこそ、私心なき専門性を問う 013 判断の論拠 014 最終の審議 015 金銭感覚と敬意の相対性 016 表現におけるモラリティと表現者のモラル 017 言葉のちから 018 何のための調査なのか、調査の目的は何なのか - vol.1 019 何のための調査なのか、調査の目的は何なのか - vol.2 020 何のための調査なのか、調査の目的は何なのか - vol.3 021 何のための調査なのか、調査の目的は何なのか - vol.4 022 願い 023 摩訶不思議な調査報告書 024 負の遺産とならないように 025 出口なき迷路 026 届かぬ思い 027「社会に位置づくデザイン」という観点 028 無責任主義の村 029 審査委員として知り得た情報のすべて 030 新聞寄稿文への異論 - vol.1 031 新聞寄稿文への異論 - vol.2 032 1対3の構図 - 「A案」VS「BCD案」 033 今を生きる 034 負の連鎖……を断つために 035 欲望の公害 精神の断絶 036 イカサマ文書 by JAGDA - vol.1 037 イカサマ文書 by JAGDA - vol.2 038 イカサマ文書 by JAGDA - vol.3 039 事実はひとつ 040 新世界へ 041 JAGDA文書への意見と要望 ― 法律の専門家による分析 042 JAGDAの回答 JAGDAへの要望書 043 「要望書へのJAGDAの回答」に対する更なる質問 044 「意見書へのJAGDAの回答」に対する質問と提案 045 ブラック・デザイン 046 弁護士から届いた封書
Tokyo 2020 Olympics Logo Controversy--Facts and Observations 001 My way of taking responsibility 002 Duration of contest was way short 003 “Development” “Development Capabilities” “Development Power” 004 Guest artists I wasn’t told about 005 To My Readers 006 A culture where special interests take priority 007 How and why I refused to accept the modified design - vol.1 008 How and why I refused to accept the modified design - vol.2 009 Strictly “public” work 010 Specialists as shields 011 Behind closed doors-secrecy surrounding a non-disclosure agreement 012 Time to put selfless expertise to the test 013 Rationale behind my decision 014 The final review session 015 Is the money mindset relative to paying respect? 016 Morality of expression and the morals of its creator 017 The power of words 018 An investigation for what? What is the purpose of the investigation - vol.1 019 An investigation for what? What is the purpose of the investigation - vol.2 020 An investigation for what? What is the purpose of the investigation - vol.3 021 An investigation for what? What is the purpose of the investigation - vol.4 022 My wish 023 Mystifying investigation report is out 024 In order to prevent a negative legacy 025 Stuck in a maze with no exit 026 A voice unheard 027 A viewpoint that calls for “design with a place in society” 028 A village with a policy of irresponsibility 029 Every piece of information that I garnered as a judge on the selection committee 030 Objections to a newspaper contribution - vol.1 031 Objections to a newspaper contribution - vol.2 032 The underlying picture of one against three - “Plan A” versus “Plans BCD” 033 Living in the moment 034 Putting a stop……to a negative chain of events 035 Pollution by greed and discontinuity of the spirit 036 Bogus document by JAGDA - vol.1 037 Bogus document by JAGDA - vol.2 038 Bogus document by JAGDA - vol.3 039 Every fact has only one version 040 Toward a whole new world 041 Opinion and request regarding JAGDA document―An analysis by a legal specialist 042 Reply from JAGDA Request letter to JAGDA 043 More questions re: "Reply from JAGDA regarding Request Letter" 044 Questions and proposal re: "Reply from JAGDA regarding Request Letter" 045 Rogue design 046 Letter from the lawyers