The Japan Neurosurgical Society’s
Transition to an Incorporated Association
1. Certification for Incorporation
The Ministry of Education, Culture, Sports, Science and Technology held a certificate issuance ceremony for incorporation on December 4, 2003. Takashi Yoshimoto, who was to become the administrative director, accepted the certificate on behalf of the Society. Also attending the ceremony was Akira Ogawa, chairperson of the Preparation Committee of Incorporation of the Incorporated Association; Akira Teramoto, vice chairperson of the committee; and Masato Iizuka, secretary general. Immediately after issuance of the certificate, the Society filed the registration for incorporation with the Legal Affairs Bureau. At long last, the Japan Neurosurgical Society became an incorporated association, which had been a cherished dream of the Society. The Incorporated Association, the Japan Neurosurgical Society, was born on December 4, 2003.
2. Significance of Incorporation
The transition of the Japan Neurosurgical Society to an incorporated association is of great significance because the Society achieved recognition as a person acknowledged by law based on the regulations stipulated in Article 34 of the Civil Code. This means that the Society has now been afforded legal rights and approved as a public entity. In practical and immediate terms, the Society can advertise the Board qualifications promoted by the Ministry of Health, Labour and Welfare (Ministry of Health, Labour and Welfare Ministerial Ordinance No. 159). Furthermore, the Society can take advantage of preferential tax treatment as a nonprofit organization.
On the other hand, a body with the same legal rights as an individual must assume social responsibility while receiving great benefit. In this regard, the Society must be socially responsible in its activities, such as organizing the association according to laws; submitting documents for account processing under the guidance of the Ministry of Education, Culture, Sports, Science and Technology; publishing information; and offering promotional and educational activities to the public.
3. Background of Incorporation of Incorporated Association, the Japan Neurosurgical Society
Incorporation of the Society was first discussed in 1999, several years ago. In October 1999, the Steering Committee and the board of trustees at the 58th general meeting of the Japan Neurosurgical Society (Tokyo; the president, Takaaki Kirino) approved the establishment of a committee to discuss the advantages, disadvantages, and the need for incorporation as part of a strategy to reinforce the Society; consequently, the Japan Neurosurgical Society Discussion Committee on Incorporation (the chairperson, Akira Ogawa) started work. After discussions for a year, the 59th general meeting of the Japan Neurosurgical Society (Fukuoka; president, Masashi Fukui) decided to work toward incorporation to reinforce the Society regardless of some of the disadvantages. Simultaneously, the Discussion Committee was reorganized as the Japan Neurosurgical Society Preparation Committee of Incorporation of the Incorporated Association. The committee then started work in earnest.
The committee frequently consulted the Ministry of Education, Culture, Sports, Science and Technology, the main competent authority for the Society, submitting vast amounts of materials on the history and activities of the Society, including official journals of the Japan Neurosurgical Society (Neurologia medico-chirurgica [NMC]). As a result, the Society received approval from the Ministry as a fully qualified corporate body. At the same time, the 60th general meeting of the Japan Neurosurgical Society (Okayama; chairperson, Takashi Ohmoto) in October 2001 approved the basic organizational framework (draft) of the incorporated association. This basic policy served as the foundation for the current articles of incorporation based on the representative system. Subsequently, the Society submitted its charter, articles of incorporation (regulations of the society), organization regulations (draft), materials on the academic field, and a research and education system to the Ministry of Education, Culture, Sports, Science and Technology for discussion. During this period, the government reviewed the certification of public benefit corporations and delayed the response for incorporation.
In order to finalize the draft of the articles of incorporation, an administrative director for the initial phase of incorporation had to be named. In addition, to determine the representatives, necessary for convening a general meeting for incorporation, rapid improvement in the regulations for selection of the administrative director and the representatives were prepared for the initial phase of incorporation. At the 61st general meeting of the Japan Neurosurgical Society (Matsumoto; chairperson, Shigeaki Kobayashi) in October 2002, the new regulations were approved and preparations moved steadily forward. In April 2003, an informal decision was made to appoint Masato Iizuka, corporate secretary of the Graduate School of Engineering, University of Tokyo, as the secretary general for functional reinforcement of the office. This appointment was a positive influence on negotiations with the Ministry of Education, Culture, Sports, Science and Technology.
In June 2003, an election was held to determine representatives to the Representative Committee, the highest decision-making body of a corporation. After such deliberate preparations, the Society finally received a notice from the Ministry of Education, Culture, Sports, Science and Technology of its approval of the organization on September 25. The dissolution of the Private Organization, the Japan Neurosurgical Society, was approved at the 62nd general meeting of the Japan Neurosurgical Society (Sendai; chairperson, Takashi Yoshimoto). Subsequently, the representatives convened the organizational meeting of the Incorporated Association, the Japan Neurosurgical Society, on October 1, 2003. After the meeting, the final adjustment was made with the Ministry of Education, Culture, Sports, Science and Technology. On November 21, an application for approval of the establishment of the Incorporated Association, the Japan Neurosurgical Society, was submitted to the Ministry of Education, Culture, Sports, Science and Technology. On November 25, a review committee for incorporation was held. After a strict review, the incorporation was approved, based on which the final decision by the Minister of Education, Culture, Sports, Science and Technology was completed for the permit for incorporation on November 28, and the date of issuance of the permit was December 4. After the review for incorporation, progress was exceptionally fast.
Immediately after the issuance of the permit on December 4, the registration for incorporation was submitted to the Legal Affairs Bureau. Thus, the Incorporated Association, the Japan Neurosurgical Society, was officially established on December 4, 2003. Subsequently, on December 15, 2003, a notice of the completion of incorporation was submitted to the Ministry of Education, Culture, Sports, Science and Technology along with a duplicate copy of the incorporation register from the Legal Affairs Bureau verifying that all of the procedures for incorporation were complete.
4．Succession of Rights and Duties of the Members
There are no regulations governing the board of trustees in the articles of incorporation because the board of trustees is not mandatory for an incorporated association in accordance with the Civil Code. Furthermore, since the board of trustees in accordance with the Civil Code is different in nature from a board of trustees as conventionally defined in the Society, it was impossible to stipulate the conventional board of trustees in the articles of incorporation due to statutory limitations. However, since the Society is appropriately managed at present without major problems, efforts are being made to integrate the current rules as much as possible, in principle.
Therefore, the conventional trustees are called academic trustees, and board certified members are automatically considered academic trustees, although it is not stipulated in the articles of incorporation. In addition, the rights and duties of the conventional board of trustees are assumed by the board of academic trustees, which will be stipulated in the regulations. This means that the rights of Board certified members and trustees are the same as before.
5．Organizational Revision to Fulfill Social Responsibilities
Permanent committees are mandatory for a corporate body, and the number is specified. Therefore, the General Affairs, Financial Affairs, Journal Compilation, Board Certification, Public Information, and Insurance Committees are specified as permanent committees. The other active committees are now subcommittees subordinate to the related permanent committee whenever possible. Other committees with no direct relation to a permanent committee are considered independent. New committees necessary for fulfillment of public responsibilities will be established in the future.
Additionally, the rules for operation of district branches are now being prepared. Members are kindly requested to understand the current situation and provide help for future development of the Incorporated Association, the Japan Neurosurgical Society.
Thanks to the support and cooperation from committee members who played a core role as well as many people in and out of the Society during these four years, the Incorporated Association, the Japan Neurosurgical Society, came into the world. We would like to take this opportunity to thank all concerned parties who have helped the various effortful processes for incorporation.
(Akira Ogawa, the chairperson of the Preparation Committee of Incorporation of the Incorporated Association, the Japan Neurosurgical Society, takes full responsibility for the wording and content of this article.)