The Revision of the Private Schools Act and the History of the Keio University Bylaws

On April 1, 2025 (Reiwa 7), the revised Private Schools Act came into effect. Since its enactment in 1949 (Showa 24), the Private Schools Act has been revised 49 times. As publicized in the media, this legal revision was a countermeasure to the scandals involving private universities that have continued over the past few years—such as violations of the Income Tax Act by chairpersons and breach of trust by directors—and was based on the intent to further strengthen the management structure (governance) of private school corporations. According to the Ministry of Education, Culture, Sports, Science and Technology (MEXT), in order to reflect the opinions of a wide range of stakeholders and prevent deviant business execution, the revision provides detailed "provisions regarding the management and operation systems of school corporations, such as the qualifications and procedures for the appointment and dismissal of directors, auditors, councilors, and accounting auditors, as well as the duties and operations of the board of directors and the board of councilors, and penalties for crimes such as special breach of trust by directors" (from "Regarding the Revision of the Private Schools Act" prepared by the Ministry). This major revision saw the number of articles increase from 67 before the revision to 164 at once. Private schools across Japan began reworking their respective "Acts of Endowment" (Articles of Incorporation) even before the promulgation of the revised law in May of the year before last, and our Keio University was also busy responding to these changes.

The Act of Endowment for Keio University is the "Keio University Bylaws" (hereinafter, the Bylaws). The current Bylaws were enacted in 1950 and have seen 75 years of progress to date, but the history of the rules organizing the Juku as a group actually dates back to the "Keio University Provisional Constitution" of 1881 (Meiji 14). The most important task in this revision of the Private Schools Act was to balance the parts that had to be revised as a school corporation in accordance with the Private Schools Act with the systems and organizational traditions that should be protected as Keio University. The characteristics of Keio University's governance lie in two points: representing the duties of the chairperson and the university president in a single position called the "President," and making the Board of Councilors the highest decision-making body. I will outline these below.

The title of "President" first appears in the Juku's regulations in the aforementioned Keio University Provisional Constitution. This provisional constitution also features a position called "Shato." The President was selected from among the faculty through consultation by the directors, and the Shato was selected from among the directors by a vote of the directors. There were 21 directors, elected by a vote of the Keio Gijuku Shachu (fund donors). The Shato, as the head of these directors, was equivalent to a modern-day chairperson, but since they oversaw "all affairs of academic accounting," they undoubtedly also played a role similar to a university president. Incidentally, Yukichi Fukuzawa was elected as the Shato and Sadashiro Hamano as the President at that time.

Regarding the authority of the Shato and the President, in the 1889 "Keio University Bylaws," the Shato, in addition to supervising "matters of Keio University," had the authority to grant qualifications for specially selected Keio University alumni and to initiate reconsiderations of decisions made by the Board of Councilors. Meanwhile, the President presided over "all Juku affairs" and, through consultation with the Board of Councilors, was entrusted with everything from the appointment and dismissal of faculty and staff to the management of Juku property. Although strong authority was still given to the Shato under the Bylaws, the President emerged as the supervisor of all Juku affairs. Furthermore, from the Bylaws of that time, graduates of the Juku and those specially selected by the Shato were defined as "Keio University alumni," and a Board of Councilors consisting of 20 members was organized through elections from among those Keio University alumni. Here we see the origins of today's Board of Councilors.

It was from the 1907 Bylaws that the President began to take on an important role on the management side as they do today. On the occasion of its 50th anniversary, the Juku received a donation of land and buildings that had been in the name of Yukichi from the Fukuzawa family, and a revision of the Bylaws became necessary to obtain approval as a foundational juridical person. The management and disposal of the Juku's assets were to be determined by a resolution of a Board of Councilors consisting of 30 members elected from among the Keio University alumni, and up to five directors elected from among the councilors were to handle those operations. The President was then elected by the Board of Councilors and began to participate in management as one of the directors. This established the current governance structure of the Juku, with the Board of Directors as the executive body and the Board of Councilors as the highest decision-making body. However, while this shift to a "juridical person" made the Juku a rational management entity, the authority of the Shato, who had played a major role until then, was reduced solely to tasks such as the recommendation and special selection of Keio University alumni.

After various subsequent revisions, the provision that the President is both the chairperson and the university president was first explicitly stated in the current Bylaws of 1950 after the war. The revision of the Bylaws at that time was intended to democratize the management of private schools in response to the enforcement of the Fundamental Law of Education, the School Education Act, and the Private Schools Act, and to transition the organization to a school corporation (from its position as a foundational juridical person under the Civil Code). However, Councilor Takuzo Itakura, the Chairman of the Board of Councilors who was involved in this revision work at the Juku at the time, stated, "The revisions were made to the minimum extent in accordance with the Private Schools Act and are very moderate," indicating that while the reorganization in line with the Private Schools Act was unavoidable, democratic and fair school management had continued at the Juku regardless of whether it was before or after the war.

On April 1, 2025, the revision of the Keio University Bylaws was completed along with the revision of the Private Schools Act. The Board of Councilors will continue to be operated as the "highest decision-making body." The revised Private Schools Act followed the basic framework of the previous Private Schools Act, which designated the Board of Directors as the "decision-making body" and the Board of Councilors as the "advisory body," and set out detailed accompanying provisions. However, through numerous confirmations with MEXT, we were able to maintain the Juku's traditional operation of having the Board of Directors as the executive body and the Board of Councilors as the decision-making body (although concurrent positions as a director and a councilor are no longer permitted). Naturally, there was no change in the duties and authority of the President, who serves as both chairperson and university president and presides over all Juku affairs. Thus, a system was maintained in which the Board of Councilors and the President act as two wheels to continue driving the operation of the Juku, just as they have in the past and will in the future. In this way, although the number of articles has swelled to nearly double that of the 1950 Bylaws, we were able to achieve a "renewal" of the Bylaws without touching the institutional framework of the Juku at all.