A member executes the business of the membership company, unless otherwise provided for in the articles of incorporation.

If there are two or more members, the business of the membership company is determined by a majority of the members, unless otherwise provided for in the articles of incorporation.

Notwithstanding the provisions of the preceding paragraph, each member may perform the ordinary business of the membership company individually;provided, however, that this does not apply if other members raise objections before the completion of the same.

If members who execute the business are provided for in the articles of incorporation, and there are two or more members who execute the business, the business of the membership company is determined by a majority of the members who execute the operations, unless otherwise provided for in the articles of incorporation. For the purpose of the application of the provisions of paragraph (3) of the preceding Article to these cases, "member" in that paragraph is deemed to be replaced with "member who executes the business".

Notwithstanding the provisions of the preceding paragraph, in the cases provided for in that paragraph, the appointment and dismissal of managers are determined by a majority of the members;provided, however, that this does not preclude the provisions to the contrary in the articles of incorporation.

If members who execute the business are provided for in the articles of incorporation, and all members who execute the operations leave the company, relevant provisions of the articles of incorporation become ineffective.

If members who execute the business are provided for in the articles of incorporation, members who execute the business may not resign without justifiable grounds.

Members who execute the business under the preceding paragraph may be dismissed with the unanimous consent of other members, limited to cases where there are justifiable grounds.

The provisions of the preceding two paragraphs do not preclude the provisions to the contrary in the articles of incorporation.

If members who execute the business are provided for in the articles of incorporation, each member may investigate the status of the business and assets of the membership company even if the member does not have the rights to execute the business of the same.

The provisions of the preceding paragraph do not preclude provisions to the contrary in the articles of incorporation;provided, however, that even the articles of incorporation may not provide to the effect of restricting the carrying out of investigations by members provided for in that paragraph at the end of the business year or if there are significant grounds to do so.

Members who execute the business have the obligation to perform their duties with due care of a prudent manager.

Members who execute the business must perform their duties for the membership company in a loyal manner in compliance with the laws and regulations and articles of incorporation.

Members who execute the business must report the status of the execution of their duties whenever there are requests by the membership company or other members, and must report the progress and outcome of their duties without delay after those duties end.

The provisions of Articles 646 through 650 of the Civil Code apply mutatis mutandis to the relationship between members who execute the business and the membership company. In these cases, the term "mandated business" in Article 646, paragraph (1), Article 648, paragraph (2), Article 648-2, Article 649 and Article 650 is deemed to be replaced with "their duties", and the terms "mandated business" in Article 648, paragraph (3), item (i) and the term "mandate" in item (ii) of the paragraph of the same Code are deemed to be replaced with "duties in the preceding paragraph".

The provisions of the preceding two paragraphs do not preclude provisions to the contrary in the articles of incorporation.

Members who execute the business may not carry out the following acts without the approval of all members other than relevant members;provided, however, that this does not apply if the articles of incorporation provide otherwise:

If members who execute the business carry out any act set forth in item (i) of the preceding paragraph in violation of the provisions of that paragraph, the amount of the profit obtained by the members who execute relevant business or any third party as a result of relevant act is presumed to be amount of the loss suffered by the membership company.

In the following cases, members who execute the business must obtain the approval of a majority of the members other than relevant members with respect to relevant transactions;provided, however, that this does not apply if the articles of incorporation provide otherwise:

The provisions of Article 108 of the Civil Code do not apply to transactions under each item of the preceding paragraph that have received the approval under that paragraph.

If members who execute the business fail to perform their duties, they are jointly and severally liable to the membership company for losses arising as a result.

If members with limited liability who execute the business have acted in bad faith or with gross negligence in discharging their duties, relevant members with limited liability are jointly and severally liable to compensate losses arising in a third party as a result.

If corporations act as members who execute the business, relevant corporations must appoint persons who are to perform the duties of members who execute relevant business and notify other members of the names and addresses of these persons.

The provisions from Article 593 through the preceding Article apply mutatis mutandis to the persons who are to perform the duties of members appointed under the provisions of the preceding paragraph.

A member who executes the business represents the membership company;provided, however, that this does not apply if members or other persons who represent the membership companies are otherwise designated.

If there are two or more members who execute the business referred to in the main clause of the preceding paragraph, each member who executes the business represents the membership company individually.

A membership company may appoint members who represent the membership company from among the members who execute the business pursuant to the articles of incorporation, or through the appointment by the members themselves pursuant to the provisions of the articles of incorporation.

Members who represent the membership company have authority to do all judicial and non-judicial acts in connection with the operations of the membership company.

No limitation on the authority under the preceding paragraph may be asserted against a third party in good faith.

A membership company is liable to compensate losses that members who represent the membership company or other representatives caused to third parties in the performance of their duties.

Notwithstanding the provisions of Article 599, paragraph (4), if a membership company files an action against any of its members, or any of the members files an action against that membership company, if there is no representative of the membership company with respect to relevant action (excluding the relevant member), the representative of the membership company in relevant action may be determined by a majority of the members other than relevant member.

Notwithstanding the provisions of Article 599, paragraph (1), if a member requests that the membership company file an action to enforce the liability of a member, if the membership company fails to file relevant action within 60 days after the day of relevant request, relevant member making the request may represent the membership company with respect to relevant action;provided, however, that this does not apply if the purpose of relevant action is to seek unlawful gains of relevant member or a third party or to inflict losses on relevant membership company.

A person who is appointed by a provisional disposition order provided for in Article 56 of the Civil Provisional Remedies Act to act on behalf of members who execute the business or members who represent the membership company, in carrying out of the duties of the same, must obtain the permission of the court in order to engage in any act which does not belong to the ordinary business of the membership company, unless otherwise provided for in the provisional disposition order.

An act of a person who acts on behalf of members who execute the business or members who represent the membership company in carrying out duties of the same that is performed in violation of the provisions of the preceding paragraph is ineffective;provided, however, that the membership company may not assert that ineffectiveness against a third party in good faith.