The Japan Neurosurgical Society, GIA (General Incorporated Association)
Articles of Incorporation
Chapter 1. General Provisions
Article 1. Name
The name of the General Incorporated Associations shall be the Japan Neurosurgical Society (hereinafter referred to as the “Society”.)
Article 2. Principal Office
The Society shall have its principal office located in Bunkyo Ward, Tokyo.
Chapter 2. Purposes and Businesses
Article 3. Purposes
With respect to the medical theory and its application relating to neurosurgery, the purpose of the Society shall present research results, exchange knowledge and ideas, and conduct business activities between/among the society members and related societies at home and abroad. In close coordination and cooperation with business activities, the Society shall seek the dissemination of practicing the neurosurgery, thereby contributing to the advance and development of the academic learning and science of Japan.
Article 4. Business Activities
The Society shall engage in the following businesses to achieve the purposes stated in the foregoing Article:
(1) Convening of the society as well as academic meetings, etc.;
(2) Publication of the academic journals and other publications;
(3) Incentive scheme for research and recognition of the research performance;
(4) Coordination and cooperation with the related academic associations;
(5) Promotion of the international cooperation in research activities;
(6) Certification of the Board, etc.;
(7) Activities to disseminate and enlighten general application;
(8) Other businesses to achieve the preceding purposes.
2. The foregoing businesses shall be conducted both inside and outside of Japan.
Chapter 3. Membership
Article 5. Constituent Members of the Society
The members of the Society shall consist of the following members:
(1) Regular Members: Individuals who have academic backgrounds relating to neurosurgery;
(2) Supporting Members: Individuals or corporations that assist the Society;
(3) Honorary Members: Persons who have made outstanding contributions to the development of neurosurgery and have been recommended by a resolution of the general meeting of employees (hereinafter referred to as the “General Meeting”) provided in Article 35 of the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48 enacted in 2006 (hereinafter referred to as the “Corporation Act”).
2. The employees of the Society (employees who are prescribed in Article 11, Paragraph 1, Item 5, of the Corporation Act, and the same shall apply hereinafter) shall be composed of representatives who are elected pursuant to the following provisions set forth in Article 18.
Article 6. Acquisition of Qualifications for Constituent Members
Persons who wish to become members of the Society shall submit to the President the application forms and receive an approval from the Board of Directors. Provided, however, that persons who have been recommended to be honorable members shall not require the admission procedures, and the said persons may become members at their own consent.
Article 7. Admission and Membership Fees
The Society’s fees for admission and membership shall be paid by a resolution of the General Meeting pursuant to the statement of fees as separately provided.
2. The honorable members and members of 70 years or more of age may not pay the fees.
3. The Admission and membership fees already paid are not refundable under any circumstances.
Article 8. Loss of Qualifications
The members may lose their qualifications under the following circumstances
(1) If the payment obligation set forth in the preceding article has not been fulfilled for the third consecutive year;
(2) If the members die or their disappearances were declared or corporations that are the member were dissolved;
(3) If the members were expelled.
2. If the regular members who are representatives have lost their qualifications, they shall also lose their eligibility as representatives.
Article 9. Withdrawal from the Society
The members, who will withdraw from the Society, shall submit to the President their withdrawal notices.
Article 10. Expulsion
If the members fall under any of the following items, the President may expel such members by the resolution passed by the majority of the total members representing at least two-thirds of the voting rights. Provided, however, that the opportunity for an explanation shall be granted to the applicable members before passing the resolution.
(1) If the honor of the Society was damaged by such members or acts were performed to go against the purposes of the Society;
(2) If any members breached their obligations as a member of the Society
Chapter 4. Officers, Representatives, Employees, and Staffs
Article 11. Officers
The following officers shall be installed in the Society:
(1) Directors: No fewer than 15 and no more than 20
(2) Auditors: No more than 3
2. One person out of the Directors shall be appointed as the President and 3 as Executive Directors.
3. The President set forth in the preceding paragraph shall be appointed as the Representative Director pursuant to the Corporation Act, and Executive Director as the Executive Managing Director pursuant to Article 91, Paragraph 1, Item 2 of the Corporation Law.
Article 12. Election of Officers
Officers shall be elected pursuant to the Detailed Regulations of the Directors/Auditors as separately provided and appointed at the General Meeting.
2. The President and Executive Directors shall be elected from among the Directors by a resolution of the Board of Directors;
3. One Auditor out of the Auditors shall be a person other than the regular members of the Society;
4. Of the Directors, either one of the Directors and his/her spouse or his/her relatives within the third degree of kinship and those in special relations provided by laws and regulations shall not exceed 1/3 of the total number of Directors.
Article 13. Duties and Authority of Directors
Directors shall serve on the Board of Directors, and perform their duties pursuant to laws and this articles of incorporation.
2. The President shall represent the Society pursuant to laws and regulations and provisions of these Articles of Incorporation and perform his/her duties, while the Executive Directors shall share and perform such duties of the Society with the President.
3. The President and Executive Directors shall report the performing status of their duties more than 2 times at an interval of exceeding 4 months during every fiscal year.
Article 14. Duties and Authority of Auditors
Auditors shall audit duties performed by the Directors and prepare the audit report pursuant to laws and regulations.
2. Auditors may request the Directors and Employees at any time when necessary to investigate into the Society’s business operations and property status.
3. Auditors may attend and express their opinions at the General Meeting. They shall also attend the Board of Directors and express their opinions as may be necessary.
Article 15. Term of Office of Officers
The term of office of Directors shall expire at the close of the ordinary general meeting held for the last fiscal year ending within 2 years after his/her election.
2. The term of office of Auditors shall expire at the close of the ordinary general meeting held for the last fiscal year within 2 years after his/her election.
3. The term of office of Director or Auditors elected as substitutes shall expire when the term of office of predecessors would have expired.
4. When the Directors or Auditors with their quorum running short from what is provided in Article 11, they shall have the rights and obligations as the Directors or Auditors until the newly elected persons assume their offices even after their terms of office expired or resigned from office.
Article 16. Removal of Officers
Directors and Auditors may be removed from office by a resolution of the General Meeting.
Article 17. Remuneration
Directors and Auditors shall serve without remuneration.
Article 18. Representatives
Representatives of the Society shall become employees with the representatives elected at the rate of one person out of approximately 30 regular members, and the way to treat fractions in number shall be determined by the Board of Directors.
2. In order to elect representatives, the election shall be conducted by the regular members. The detailed regulations to elect the representatives shall be determined by the Board of Directors.
3. The representatives shall be elected from among the regular members. The regular members may stand for the election of representatives stated in the preceding paragraph.
4. In the representatives election stated in Paragraph 2, the regular members are entitled to elect the representative equally as other regular members. Directors or the Board of Directors may not elect the representatives.
5. The representatives election stated in Paragraph 2 shall be held in June once every two years. The term of office of representatives shall expire at the end of the representatives election held in 2 years after the election. Provided, however, that in cases where the representatives file an action for cancelling the resolution passed at the General Meeting of the members, file an action for dissolution, file an action for pursuing liability, and file an action for removal of the officers (Paragraph 1 of Article 266, Article 268, Article 278, Article 284 of the Corporation Act) (in cases where filing of an action is demanded as provided for in Paragraph 1 of Article 278 of the Corporation Act), the applicable representatives may not lose their status of employees for a period until the applicable lawsuit comes to an end (the applicable representatives shall not have voting rights regarding the appointment and removal of the officers (Article 63 and Article 70 of the Corporation Act) and revision of the articles of incorporation (Article 146 of the Corporation Act).
6. To prepare for the cases where the number of representatives misses or runs short, the representative for substitutes may be elected. The term of office of the substitute representatives shall expire when the term of office of predecessors who had retired before expiration would have expired.
7. When electing the substitute representatives, the matters listed below shall be determined at the same time:
(1) To the effect that the applicable candidates are representatives for substitutes;
(2) When electing the applicable candidates as the specified representatives of 1 or 2 or more, to that effect and name of the applicable specified representatives;
(3) When electing 2 or more substitute representatives for the same representative (when electing substitute of 2 or more representatives, the applicable 2 or more representatives), order of priority between representatives of the applicable substitutes;
8. The effective period during which the resolution relating to the election of substitutes stated in Paragraph 6 shall remain until the end of the representatives election stated in Paragraph 5.
9. The regular members may exercise the employees’ rights which are set forth in the Corporation Act to the Society in the same way as the employees.
(1) Right prescribed in Article 14, Paragraph 2, of the Corporation Act (Access, etc. to the articles of incorporation)
(2) Right of Article 32, Paragraph 2, of the Corporation Act (Access, etc. to the employee name list)
(3) Right of Article 57, Paragraph 4, of the Corporation Act (Access to Minutes of the Employees’ General Meeting)
(4) Right of Article 50, Paragraph 6, of the Corporation Act (Access, etc. to written certificate to prove proxy)
(5) Right of Article 51, Paragraph 4, and Article 52, Paragraph 5, of the Corporation Act (Access, etc. to voting forms)
(6) Right of Article 129, Paragraph 3, of the Corporation Act (Access, etc. to the financial statements)
(7) Right of Article 229, Paragraph 2, of the Corporation Act (Access to the balance sheet, etc. of the corporations in liquidation)
(8) Rights of Article 246, Paragraph 3, and Article 250, Paragraph 3, and Article 256, Paragraph 3 (Access, etc. to Merger agreement, etc.)
10. The Directors or Auditors, who neglect their duties, shall be liable for damages caused to the Society. Notwithstanding Article 112 of the Corporation Act, such liabilities shall not be released without the consent of all the regular members.
Article 19. Duties of Representatives
The representatives shall attend the General Meeting on behalf of the regular members and make resolutions on the matters for deliberation.
Article 20. Removal of Representatives
The representatives that fall under any of the following items shall be removed under the provisions of Article 32, Item 4, by the majority of the total employees having at least two-thirds of voting rights. Provided, however, that a notice shall be given to the applicable representatives at least 1 week prior to the resolution made at the General Meeting, and the opportunity for an explanation shall be granted to such representatives.
(1) If it is recognized that representatives cannot execute their duties by reason of mental and physical disorder;
(2) If it is recognized that the applicable representatives have contravened their duties or that they have committed such misconducts as to make such members unfit to be representatives.
Article 21. Remuneration of Representatives
Representatives shall serve without remuneration.
Article 22. Secretariat and Staffs
A secretariat shall be put in place to process administrative matters of the Society with the Secretary-General and necessary personnel assigned.
2. The Secretary-General and personnel shall be appointed/dismissed by the President.
3. The Secretary-General and personnel shall serve with pay.
Chapter 5. Board of Directors
Article 23. Composition
The Board of Directors shall be installed in the Society.
2. The Board of Directors shall comprise the Directors and Auditors.
Article 24. Authority
The Board of Directors shall perform the following duties:
(1) Decision on the business execution of the Society;
(2) Oversight of the Directors’ performance of duties;
(3) Appointment and removal of the President and Executive Directors
Article 25. Convocation, etc.
The Board of Directors shall be convened by the President at least 3 times every year.
2. The President, if deemed necessary, may convene the extraordinary meeting of the Board of Directors;
3. When the Directors request to convene the Board of Directors by presenting the subject matters of the meeting, the President shall convene the Extraordinary Meeting of the Board of Directors within 5 days from the requested day by making the day within 2 weeks from the day when the request was made day the date of the Board of Directors. If the convocation notice is not issued, the Director having made such a request may convene the Meeting of the Board of Directors.
4. If the President is prevented from convening or the President is not in office, the Executive Director shall convene the Meeting of the Board of Directors.
5. The President shall preside over the meeting of the Board of Directors.
Article 26. Resolutions
Resolutions of the Meeting of the Board of Directors shall be made by a majority of the Directors present, excluding those who have special interests, and by the majority of the voting rights held by such Directors.
2. Notwithstanding the provisions of the preceding paragraph, when the requirements prescribed in Article 96 of the Corporation Act are fulfilled, the resolutions shall be deemed to have been made at the meeting of the Board of Directors.
Article 27. Minutes
For the proceedings of the meeting of the Board of Directors, minutes shall be prepared pursuant to laws and regulations.
2. The Directors and Auditors present shall affix their signatures and seals.
Article 28. Quorum for Meeting of Board of Directors
IMeeting, of the Board of Directors may not be convened and resolutions shall not be made, unless more than half of the current number of Directors are present.
Chapter 6. General Meeting
Article 29. Composition
General Meeting that is made the employees’ general meeting shall be organized by representatives.
Article 30. Convocation
Ordinary General Meeting shall be convened once every year.
2. Extraordinary General Meeting shall be convened by the President where it is considered necessary by the Board of Directors.
3. Other than the preceding paragraph, the employees having more than 1/5 of voting rights held by the total employees request to convene the General Meeting by presenting the subject matters of the meeting, the President shall convene the Extraordinary General Meeting within 30 days from the day such a request is made.
4. Convocation of the General Meeting setting forth the subject matter of the meeting, date, time and place shall be notified to the employees in writing at least 7 days prior to the date of the meeting.
5. The regular members may attend the General Meeting and express their opinions.
Article 31. Chairperson
The President shall preside over the General Meeting.
2. If the President is prevented from doing so or the President is not in office, a chairperson shall be elected from among the executive directors at the applicable General Meeting.
Article 32. Matters for Resolution
The General Meeting shall resolve the following matters other than as specified in these articles of incorporation:
(1) Matters relating to the business plan and income and expenditure budget;
(2) Matters relating to the business report and income and expenditure budget
(3) Matters relating to the statement of changes in net assets, list of assets and balance sheet
(4) Other matters to be resolved by the Society as provided by laws and regulations or articles of incorporation
Article 33. Quorum, etc.
The General Meeting may not be convened and make resolutions, unless more than half of the current number of employees is present.
2. Unless otherwise provided in the articles of incorporation, the resolutions of the General Meeting shall be made by the employees having a majority of voting rights present and by the majority of voting rights held by the applicable employees present.
Article 34. Notice to Members
The summary of proceedings at General Meetings and the results thereof and matters resolved shall be reported to all the members.
Article 35. Minutes
Minutes shall be prepared every time the General Meeting is held. The Chairperson and more than 2 participating representatives elected at the applicable General Meeting shall affix their signatures and seals and retain the minutes.
Chapter 7. Branch Societies and Committee
Article 36. Branch Societies
The Society may install its branches in areas where they are needed.
2. The matters necessary for installing and operating the branch Societies shall be separately provided by a resolution of the Board of Directors.
Article 37. Committee
A committee shall be put in place to execute businesses of this Society.
2. The name of the committee, organization, and administration pursued under its jurisdiction shall be set forth separately by a resolution of the Board of Directors.
Chapter 8. Assets and Accounting
Article 38. Fiscal Year
Fiscal year of the Society shall commence on the 1st of September every year and end on the 31st of August in the following year.
Article 39. Business Plan and Income & Expenditure Budget
The President shall prepare the business plan and the income & expenditure budget no later than one day prior to the start of the every fiscal year and wait for the resolutions made by the meeting of Board of Directors. The same shall apply when this is changed.
2. The documents stated in the foregoing paragraph shall be retained at the principal office until the applicable fiscal year is concluded.
Article 40. Business Report and Account Closing
For the business report and account closing of this Society, the President shall prepare the following documents at the end of every fiscal year. Upon receipt of the audit by the auditors, the said documents shall have the approval of the Board of Directors.
(1) Business Report
(2) Supplementary Schedules of the Business Report
(3) Balance Sheet
(4) Income Statement (Statements of Changes in Net Assets)
(5) Supplementary Schedules of the Balance Sheet and Income Statements (Statements of Changes in Net Assets)
2. The documents approved at the foregoing paragraph shall be presented to the General Meeting. Contents shall be explained about the document (1) and document (2), while the documents from (3) through (5) are subject to approval.
3. Other than the documents stated in the preceding Paragraph 1, the audit reports shall be retained for 5 years at the office stated in Article 2 and the articles of incorporation and employee’s name list shall be retained at the office stated in Article 2, which shall be made available for public inspection.
Chapter 9. Modification of Articles of Incorporation and Dissolution
Article 41. Modifications of Articles of Incorporation
These articles of incorporation may be changed by a resolution of the general meeting.
Article 42. Dissolution
The Society may be dissolved by a resolution of the General Meeting and for other reasons pursuant to laws and regulations.
Article 43. Attribution of Residual Properties
The residual properties that remain upon liquidation of the Society shall be presented by a resolution of the general meeting to the corporations, the national government, or local governments set forth in Article 5, Item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations.
Article 44. Distribution of Surplus
The Society may not distribute its surplus.
Chapter 10. Public Notice
Article 45. Method
Public notices of the Society shall be made by electronic means.
2. Where the Society is unable to give electronic public notice due to accidents or any other unavoidable circumstances, such a notice shall be made in the publication of the Official Gazette.
1. These Articles of Incorporation shall come into force from the registration date to organize the General Incorporated Associations which are provided in Article 106, Paragraph 1, of the Said Act which is applied mutatis mutandis upon reading Article 121, Paragraph 1, relating to Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act that concerns Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation.
2. The Society’s Initial Representative Director (the President), Directors and Auditors shall be as listed below:
Director (President) Akira Teramoto
Director (Executive Director) Akira Ogawa
Director (Executive Director) Youichi Katayama
Director (Executive Directors) Takamasa Kayama
Director Hajime Arai
Director Nobutaka Kawahara
Director Kaoru Kurisu
Director Nobuhito Saito
Director Yoshiaki Shiokawa
Director Michiyasu Suzuki
Director Isao Date
Director Teiji Tominaga
Director Izumi Nagata
Director Shinji Nagahiro
Director Hirohiko Nakamura
Director Kiyohiro Houkin
Director Susumu Miyamoto
Director Kazunari Yoshida
Director Toshiki Yoshimine
Director Toshihiko Wakabayashi
Auditor Tomio Sasaki
Auditor Keiji Shimizu
Auditor Takeshi Gouhara
3. When the dissolution of the Special Case Juridical Person under the Civil Code that is provided by the Act relating to the General Incorporated Associations provided in Article 106, Paragraph 1, of the said Act, which is applied mutatis mutandis upon reading Article 121, Paragraph 1, relating to the Act on the Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act that concerns the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation is registered, and the foundation of the General Incorporated Association is registered, the day prior to the dissolution registration shall be made the last day of the fiscal year and the day to organize the foundation shall be the day of start despite the provisions under Article 40.
4. Bylaws (Regulations), etc. of Public Interest Incorporated Association the Japan Neurosurgical Society shall be taken over by General Incorporated Association the Japan Neurosurgical Society (and representation of judicial personality shall be re-read.)
5. The initial representatives after these articles of incorporation were enforced shall be persons who are appointed in the latest representative election that was held at the prevailing time of the Special Provision of the Civil Code. Meanwhile, the representatives’ terms of office shall remain the same as before.
The Japan Neurosurgical Society, GIA (General Incorporated Association) Membership Rules
Established on October 1, 2003
Revised on October 5, 2005
Revised on March 1, 2012
Revised on May 15, 2014
Article 1. Purpose
In addition to the matters set forth in the articles of incorporation (hereinafter referred to as the “Articles of Incorporation”) of the Japan Neurosurgical Society (“this Society”), necessary matters regarding the members of this Society (“Members”) shall be prescribed in the Membership Rules (“the Rules”).
Article 2. Rights
The Members shall have the rights listed in the following items.
(1) Regular Members shall have the right to elect representatives, the right to make a presentation at an annual academic meeting, and the right to receive a bulletin and PR brochure.
(i) board certified members
(ii) non-board certified member
(2) Supporting Members:
(i) Researcher Members shall have the right to make a presentation at an annual academic meeting and the right to receive a bulletin and PR brochure.
(ii) Corporate Members shall have the right to receive a bulletin and PR brochure.
(3) Honorary Members shall have the right to elect representatives (except for the Special Members and the Visiting Members), the right to make a presentation at an annual academic meeting and the right to receive a bulletin and PR brochure.
(i) Honorary Members
(ii) Special Members
(iii) Visiting Members
Article 3. Election of Honorary Members
The Honorary Members stipulated in Article 5-3 of the Articles of Incorporation shall be Members who have been recommended by the Qualifications Screening Committee to the administrative board and determined and approved at the General Meeting of Members upon discussion of the administrative board.
Article 4. Entry Date
The entry date of the Regular Members and the Supporting Members shall be the date on which the president of this Society accepts the application forms of such Members, and the payment of their membership fees for the current year is confirmed.
Article 5. Date of Withdrawal
The date of withdrawal of Members shall be the date described in the column “Date of Withdrawal” of a notice of withdrawal stipulated in Article 9 of the Articles of Incorporation; provided, however, that the date of withdrawal may not be an earlier date than the date of submission of the notice of withdrawal.
Article 6. Restoration of Membership
Those Members who were forced to withdraw from this Society in accordance with the provisions of Article 8-1 of the Articles of Incorporation and those Members who withdrew voluntarily from this Society due to special circumstances may restore their membership through examination by the General Affairs Committee by paying the membership fees in arrears and those for the current year in a lump sum; provided, however, that the right to vote and to be elected shall be suspended for the year of such restoration.
Article 7. Disqualification of Missing Members
Such Members who are not obliged to pay the membership fees as stipulated in Article 6 of the Rules may be expelled by the chairperson of the administrative board through a resolution of the administrative board if such Members are unable to be contacted by this Society for 3 years.
Article 8. Modification of Rules
The Rules may not be modified without the approval of the administrative board.
Article 9. Miscellaneous Provision
In addition to the matters set forth in the Rules, other necessary matters regarding the Members shall be separately prescribed.
1. Article 2 (1): The obligations of annual fees and credits of the foreign Members of Medical Specialists (“Foreign Specialists”) shall apply only during their stay in Japan.
2. Article 2 (1): “Nonmedical Specialists” shall mean the Members who graduated three (3) years or more ago except for Medical Specialists.
3. Article 2 (3): Foreign Honorary Members shall have no right to elect representatives.
The Japan Neurosurgical Society, GIA (General Incorporated Association) Membership Fee Rules
Established on October 1, 2003
Revised on January 23, 2005
Revised on March 1, 2012
Article 1. Purpose
This Membership Fee Rules (hereinafter referred to as “the Rules”) shall stipulate the necessary matters regarding the membership fee of the Japan Neurosurgical Society (“this Society”) in accordance with the provisions of Article 7 of the articles of incorporation of this Society.
Article 2. Membership Fee
The membership fees of this Society shall be as follows:
(1) Regular member (board certified member): \20,000 per year
(including \1,000 as the branch membership fee)
(2) Regular member (non-board certified member): \16,000 per year
(including \1,000 as the branch membership fee)
(3) Regular member (resident): \5,000 per year
(including\1,000 as the branch membership fee)
(4) Supporting member: \15,000 per year
Article 3. Payment
The membership fee for a year stipulated in the preceding paragraph shall be paid in a lump sum within such year in the prescribed manner.
Article 4. Admission Fee
The admission fee shall be 3,000 yen. The person who wishes to become a member of this Society must submit a prescribed application form and pay the admission fee.
Article 5. Grace of Payment
1. The regular member may apply for a grace period for payment of the membership fee to the extent of 2 years in case of circumstances beyond the member’s control, such as long-term sick leave and overseas study.
2. The member who wishes to receive the grace period for payment of the membership fee must submit the prescribed application form to the president of this Society.
3. After receiving an application form for the grace period for payment of the membership fee, the president shall consult the board of directors and determine whether to accept such application, and then notify the applicant of such determination.
4. The member whose application for the grace period for payment of the membership fee is accepted must pay the membership fee that accrues during the grace period in a lump sum immediately after the termination of such period.
5. The member who is granted a grace period for payment shall be disqualified from voting, being elected, or serving as an officer, representative, or committee member during such grace period.
Article 6. Exemption
The honorary members and regular members over seventy years of age may be exempted from payment of the membership fee.
Article 7. Modification of Rules
The Rules may not be modified without the approval of the board of directors.