Chapter 1　General Provisions

The name of the Association shall be “Ippan Shadan Houjin Sekai Ramen Kyoukai,” and in English it shall be “WINA” or “World Instant Noodles Association” (hereinafter referred to as “the Association”).

Article 2 The head office of the Association shall be at the Momofuku Ando Instant Ramen Museum in Ikeda City, Osaka, Japan.

Chapter 2　Purposes and Activities

1. The purposes of the Association shall be to improve the quality of instant noodle products, to secure their stable supply, and to contribute to a healthy and varied diet for people all over the world. The Association shall also seek to develop the instant noodle manufacturing industry, to improve its social status, and to cultivate fellowship among its members. To achieve these purposes, the Association shall engage in the following activities:

1. Activities to live up to consumers’ trust and contribute to human health by improving the quality and the safety of instant noodles, based on the WINA Food Safety Research Fund;
2. Activities to observe and propagate the CODEX for instant noodles;
3. Activities to collect/provide information and to conduct surveys/studies for the benefit of its members, and to expand consumption of instant noodles;
4. Activities to promote corporate activities that contribute to the conservation of the global environment
5. Activities to provide emergency food aid to the people affected by natural disasters or other sufferings, based on the WINA Disaster Relief Fund;
6. Activities to hold the world conferences, etc. to discuss issues of interest common to the members and to cultivate fellowship among members; and
7. Other activities to achieve the purposes of the Association.

2. The activities listed in the preceding paragraph shall be conducted in and outside Japan.

Chapter 3　Means of Public Notice

The Association shall provide public notice by posting it where it is easily seen by the public in the Association's head office.

Chapter 4　Members

The Association shall have the following four types of members, and Governors shall be the members under the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as “the Act”), excluding the members at incorporation:

1. Governor:
   Among instant noodle manufacturers those that have been recognized by the association as representative manufacturers in accordance with the membership regulations stipulated separately, and that have joined the Association in support of the association's purposes;
2. Regular Member:
   Instant noodle manufacturer organization that has joined the Association in support of the association's purposes ;
3. Associate Member:
   Organization other than instant noodle manufacturers that is engaged in activities related to instant noodles and has joined the Association to support its activities; and
4. Special Member:
   Government-affiliated agency of a country or other public organization or academic society.

1. Those who wish to join the Association as Governors shall become its members upon approval by the Board of Governors by submitting a membership application form separately prescribed by the Board of Governors.
2. Those who wish to join the Association as Regular Members, Associate Members, or Special Members shall become its members upon approval by the Board of Governors.

1. Members must pay initiation fees specified as follows:

1. Governor10,000 US dollars
2. Regular Member1,000 US dollars
3. Associate Member500 US dollars
4. Special Member500 US dollars

2. Members must pay annual membership dues specified as follows:

1. Governor10,000 US dollars
2. Regular Member1,000 US dollars
3. Associate Member500 US dollars
4. Special Member500 US dollars

Members may withdraw from the Association at any time at their own discretion by submitting a withdrawal application form separately prescribed by the Board of Governors.

Members who fall under any of the following may be expelled from the Association by at least a two-thirds (2/3) majority vote of the voting rights of all members cast by at least one-half (1/2) of the total number of members at a Board of Governors. In such a case, the relevant members shall be notified of their withdrawal, and neither their initiation fees nor membership dues already paid shall be returned:

1. When they have violated these Articles of Incorporation or other rules;
2. When they have committed any act that damages the honor or is against the purposes of the Association; or
3. When there is any other legitimate reason for expulsion.

In addition to the cases provided in the previous two articles, members who fall under any of the following shall lose their membership:

1. When they have failed to fulfill their obligations provided in Article 7 for two (2) years;
2. When all members agree; or
3. When the member organization is dissolved.

Chapter 5 　Board of Governors

The Board of Governors shall be composed of all governors.

The annual Board of Governors meeting shall be held at a certain time after the end of each fiscal year, and extraordinary Board of Governors meetings shall be held when necessary.

1. The Board of Governors may adopt resolutions on the matters prescribed in the Act and on the organization, operation, management, and all other matters related to the Association, as stipulated in Article 35 of the Act.
2. Notwithstanding the provision of the preceding paragraph, the Board of Governors may not adopt resolutions to distribute surplus to members.

1. Board of Governors shall be convened by the representative director.
2. Members who have at least one-fifth (1/5) of the voting rights of all members may request that the director convene a Board of Governors by indicating the matters that are the purpose of the Board of Governors and the reasons for convocation.
3. Notice of the convocation of a Board of Governors shall be issued to each member at least one (1) week before the date of the meeting.

Each governor company shall have one (1) vote.

1. Members may exercise their voting rights by proxy. In such case, the relevant member or their proxy must submit a document certifying the proxy's authority to represent the relevant member to the Association or provide the matters to be stated in such document by an electromagnetic means.
2. The grant of the authority of proxy under the preceding paragraph must be made for each Board of Governors.

Except as otherwise prescribed in laws and regulations or these Articles of Incorporation, resolutions at Board of Governors shall be made by at least a two-thirds (2/3) majority vote of the members who have voting rights attending the meeting where the members with at least two-thirds (2/3) of the voting rights of all members are present.

Board of Governors shall be presided at by a director. If the director is unable to perform their duties, the person elected at the relevant Board of Governors shall preside at the meeting.

With respect to the proceedings of Board of Governors minutes of the meetings shall be prepared as prescribed by applicable laws and regulations.

If a director or a member makes a proposal regarding a matter that is the purpose of a Board of Governors and all governor companies express their intention to agree with such proposal in writing or by electromagnetic records, such proposal shall be deemed to have been passed by resolution of the Board of Governors.

If a director provides notice to all governor companies regarding a matter to be reported to the Board of Governors and all members express their intention in writing or by electromagnetic records to agree that such matter needs not be reported to the Board of Governors, such matter shall be deemed to have been reported to the Board of Governors.

Matters regarding the Board of Governors shall be governed by the Board of Governors Regulations established by the Board of Governors, in addition to the provisions of laws and regulations or these Articles of Incorporation.

Chapter 6　Officers

1. The Association shall have the following officers:

1. Three directors; and
2. One auditor.

2. One of the directors shall be the representative director, and the representative director shall serve as Chairman.

1. Directors and auditors shall be appointed from among members by resolution of the Board of Governors; provided, however, that this shall not preclude the appointment of non-members where necessary.
2. The representative director shall be elected by mutual vote of directors.
3. The auditor may not concurrently serve as a director or an employee of the Association.

The total number of any one (1) of the directors and their spouse or relatives within the third (3rd) degree of kinship and other persons having special relationships specified by Ministry of Finance Order with the relevant directors who are directors shall not exceed one-third (1/3) of the total number of directors.

1. The term of office of director shall be until the conclusion of the annual Board of Governors for the last fiscal year that ends within two (2) years after their appointment; provided, however, that this shall not preclude their reappointment.
2. The term of office of an auditor shall be until the conclusion of the annual Board of Governors for the last fiscal year that ends within four (4) years after their appointment; provided, however, that this shall not preclude their reappointment.
3. The term of office of a director or an auditor appointed as the substitute for a director or an auditor who retired from office before the expiration of their term of office shall be the same as the remaining term of office of their predecessor.

1. Directors shall perform their duties in accordance with the provisions of laws and regulations and of these Articles of Incorporation.
2. The representative director shall represent the Association and supervise its operation.

1. The auditor shall audit directors' performance of duties and prepare audit reports in accordance with the provisions of laws and regulations.
2. The auditor may at any time request reports on activities from directors and employees or investigate the state of the operations and properties of the Association.

Directors and auditors may be dismissed by resolution of the Board of Governors; provided, however, that resolutions to dismiss the auditor must be made by at least a two-third (2/3) majority vote of the voting rights of all members cast by at least one-half (1/2) of the total number of members.

The compensation, bonuses, and any other property benefits receivable by directors and auditors from the Association in compensation for their performance of duties shall be determined by resolution of the Board of Governors.

If a director has engaged or is likely to engage in an act outside the scope of the purposes of the Association or any other act that violates laws and regulations or the Articles of Incorporation, and such act is likely to cause substantial damage to the Association, governors may require such director to cease and desist from such act.

Pursuant to the provision of Article 114, paragraph (1) of the Act, the Association may exempt, with the consent of a majority of the directors, a director or an auditor from liability for damages arising from their negligence in performing their duties with a maximum limitation equivalent to the amount specified in laws and regulations.

Article 33 Pursuant to the provision of Article 118-2, paragraph (1) of the Act, the Association may enter into an agreement providing that the Association is to indemnify a director or an auditor for all or part of the liability for damages arising from their negligence in performing their duties, by at least one-half (1/2) majority vote of the voting rights of all members in attendance cast by at least one-half (1/2) of the total number of members at a Board of Governors.

Pursuant to the provision of Article 118-3, paragraph (1) of the Act, the Association may enter into an insurance contract with an insurer providing that the insurer is to compensate for damages that may arise as a result of an officer, etc. being liable in relation to their performance of duties or being subject to a claim in pursuance of such liability where directors are the insured, by at least one-half (1/2) majority vote of the voting rights of all members in attendance cast by at least one-half (1/2) of the total number of members at a Board of Governors.

Chapter7 　  Committees

The Association shall have the following committees to discuss and examine the Association's important activity policies and the way in which its activities are conducted:

1. Food Safety and Security Committee;
2. Disaster Relief Committee; and
3. Other committees found necessary by the Board of Governors to promote the Association's activities.

1. The members of each committee shall be appointed by directors from among the Association's members.
2. The matters required for the operation of each committee shall be determined separately by resolution of the Board of Governors.

Chapter 8 　Accounting

The fiscal year of the Association shall be from January 1 to December 31 of each year, consisting of one (1) period.

The business plan and income and expenditure budget of the Association shall be prepared with the approval of a majority of the directors no later than the day before the start of each fiscal year and shall be approved at a Board of Governors. The same shall apply to any modifications thereto.

1. The Association's business reports and financial statements in the following documents shall be prepared with the approval of a majority of the directors and audited by the audit after the end of each fiscal year:

1. Business reports;
2. Annexed detailed statements of business reports;
3. Financial statements; and
4. Annexed detailed statements of financial statements.

2. Of the documents listed in the previous paragraph, documents (1) and (3) must be submitted or provided to, and documents (3) must be approved at, the Board of Governors.
3. The representative director must report the contents of the documents specified in paragraph 1, item (1) at the Board of Governors.
4. In addition to the documents listed in paragraph 1, the Association shall keep audit reports at its head office for five (5) years, and also keep the Articles of Incorporation and the member registry at the head office.

Chapter 9　Amendment to Articles of Incorporation and Dissolution

These Articles of Incorporation may be amended by resolution of the Board of Governors.

The Association shall be dissolved by resolution of the Board of Governors or for other reasons provided by laws and regulations.

The Association may not distribute its surplus.

The Association may not distribute its residual assets.

Chapter 10　Secretariat

The secretariat shall be established to process the administrative work of the Association.

Chapter 11 　Supplementary Provisions

The first fiscal year of the Association shall be from the date of its formation to December 31, 2025.

The initial Directors and initial Auditors of this association shall be separately appointed by a majority decision of the initial members.

All matters not set forth herein shall be governed by the Act and other laws and regulations.