Partially revised: January 27, 2005
Partially revised: February 11, 2006
Partially revised: February 01, 2007
Partially revised: February 07, 2008
Partially revised: February 12, 2009

Chapter 1. General Provisions

(Name)
Article 1
The name of this Association shall be the Japanese Gastroenterological Association.

(Purpose)
Article 2
The Association shall encourage basic and clinical research regarding gastrointestinal disorders to raise the standard of gastroenterology and contribute to the welfare of humanity as its common purpose, and shall carry out the following activities.

• 1. Hold scientific meetings for presentations and debates on research of gastrointestinal disorders.
• 2. Publish official journals.
• 3. Hold lectures for the continuing education of physicians regarding the diagnosis and treatment of gastrointestinal disorders.
• 4. Hold lectures and offer workshops for the certification and training of specialists in gastroenterology.
• 5. Assist researchers of gastrointestinal disorders with their research.
• 6. Hold meetings and issue publications to raise interest in gastrointestinal disorders in the general public.
• 7.Participate in international scientific projects regarding gastrointestinal disorders.
• 8. Activities necessary for achieving the aims of the Association.

(Location of Main Office)
Article 3
The Association shall have its main office in the Bunkyo Ward of Tokyo.

(Raising Funds)
Article 4
The Association may request contributions to underwrite the funds of the Association.

(Matters Related to the Rights of Contributors of Funds)
Article 5
Funds contributed shall not be returned before the due date agreed with the contributor.

(Procedures for the Return of Funds)
Article 6
The return of funds to the contributor shall be made by a resolution of the regular General Assembly.

(Means of Notification)
Article 7
Association announcements shall be posted on the bulletin board of the main office.

(Organizational Structure)
Article 8
The Association shall have a Board of Directors and Auditors in addition to the General Assembly of Voting Members and Directors.

Chapter 2. Voting Members and Members

• ⑴ Regular members:
  Physicians or researchers who endorse the aims of the Association.
• ⑵ Supporting members:
  Individuals or persons offering financial assistance who endorse the aims of the Association.
• ⑶ Honorary members and meritorious members:
  Persons from among the regular members who have been of particular service to the Association, and who have obtained the approval of the General Assembly of Voting Members, having been recommended by the chairperson of the Board of Directors and following a resolution of the Board of Directors.

(Voting Members)
Article 10
Voting members of the Association shall be delegates selected from the regular members in accordance with the separately defined regulations.

(Obligation of Voting Members and Members to Bear Operating Expenses)
Article 11

• 1. Voting members and members must bear the operating expenses of the Association.
• 2. The operating expenses to be borne by each voting member and each member are as set out separately in the schedule of annual membership dues. Honorary members shall not be obliged to pay annual membership dues, however.
• 3. Once paid, membership dues will not be refunded under any circumstances.

(List of Voting Members and Members)
Article 12

• 1. The Association shall prepare a membership list containing the names and addresses of the voting members and members and keep it at the main office.
• 2. Voting members and members may browse or request copies of the membership list at any time during the office hours of the Association by providing a reason.

(Termination of Membership)
Article 14

• 1. Persons wishing to terminate their membership of the Association must submit a document stating such intent to the Chairperson.
• 2. In circumstances other than the above, membership will be deemed to have been terminated if any of the reasons indicated below should apply.
  • 1. Upon agreement by all voting members.
  • 2. In the event of becoming a conservatee or a warrantee.
  • 3. In the event of death or adjudication of disappearance.
  • 4. In the event of expulsion from the Association.
  • 5. Failure to pay membership dues.

(Expulsion)
Article 15

• 1. If any one of the following applies, a voting member may be expelled from the Association by a resolution of the General Assembly of Voting Members (“the General Assembly”).
  • 1. In the event of damaging the reputation of the Association, or actions contrary to the objectives of the Association.
  • 2. In the event of a breach of the Articles of Incorporation and regulations.
• 2. In the case of the preceding paragraph, the voting member in question must be informed of the action to be taken at least one (1) week before the date of the General Assembly. Said voting member may attend the General Assembly and be given a chance to provide an explanation.

(Rights and Obligations Accompanying Loss of Eligibility as a Voting Member or Member)
Article 16

• 1. Where a voting member or member has lost his or her eligibility as a result of the stipulations of Articles 14 or 15, such a person shall lose his or her rights and shall be exempt from his or her obligations with regard to the Association. No exemption may be granted for any obligations already incurred but not yet carried out, however.
• 2. The Association shall not refund any membership dues already paid or any other funds contributed by a voting member or member who has lost his or her eligibility.

Chapter 3. General Assembly

(General Assembly)
Article 17
The Association shall hold a regular General Assembly within two (2) months of the day following the final day of its accounting period. It may decide to hold a special General Assembly when necessary.

(Convening the General Assembly)
Article 18

• 1. The General Assembly shall be convened by the Chairperson of the Board of Directors.
• 2. When convening the General Assembly, notice to this effect must be provided to each voting member at least one (1) week before the scheduled date of the meeting.

(Chairperson)
Article 19
The General Assembly shall be presided by the Chairperson of the Board of Directors, or, in the event of his or her incapacity, by another director.

(Voting Rights)
Article 20
Each voting member shall have the right to one (1) vote.

(Method of Resolution)
Article 21
Unless otherwise prescribed by law, resolutions of the General Assembly shall be determined by a majority vote of the attending voting members, based on a quorum established by the attendance of the majority of all voting rights held by the voting members.

(Notification of Items Resolved)
Article 22
Each voting member must be informed of the items resolved at the General Assembly.

(Minutes of the General Assembly)
Article 23
The minutes of the proceedings of the General Assembly shall be recorded (including an outline of the proceedings and results), to which the attending directors and auditors are required to affix their seals. The minutes shall be held at the main office for a period of ten (10) years from the date of the General Assembly.

Chapter 4. Trustees

(Number of Trustees)
Article 24
The Association shall have the following trustees:

• 1. At least three (3) and not more than thirty (30) directors (including one chairperson.) The Chairperson shall have the role of Representative Director under the Act on General Incorporated Associations and General Incorporated Foundations (“the Association Act”).
• 2. At least two (2) and not more than four (4) auditors

(Selection Method)
Article 25
The directors and auditors of the Association shall be selected from among the voting members of the Association at the General Assembly.

(Term of Office)
Article 26

• 1. Directors shall remain in office until the conclusion of the regular General Assembly for the accounting period ending two (2) years after their appointment. Auditors shall remain in office until the conclusion of the regular General Assembly for the business year ending four (4) years after their appointment. The reappointment of directors and auditors shall not be precluded.
• 2. The term of office for a director selected to replace a director who resigns prior to the end of his or her term of office, or a director selected to increase the number of directors, shall be the same as the remaining period in office of the previous director or existing directors.
• 3. The term of office of an auditor selected to replace an auditor who resigns prior to the end of his or her term of office shall be the same as the remaining period in office of the previous auditor.

(Chairperson and Directors)
Article 27

• 1. The Association shall have one (1) Chairperson, to be appointed by the directors.
• 2. The Chairperson shall represent the Association and control its activities.
• 3. The directors shall assist the Chairperson and divide the activities of the Association between them.
• 4. In the event of the Chairperson’s incapacity, the position shall pass to another director in accordance with the pre-determined order established by the Board of Directors.

(Trustees’ Remuneration)
Article 28
Remuneration for directors and auditors (all financial benefits received from the Association as remuneration, bonuses, or compensation for the execution of duties) shall be specified by a resolution of the General Assembly.

Chapter 5. Board of Directors

(Composition of the Board of Directors)
Article 29

• 1. The Board of Directors shall consist of the directors.
• 2. The Auditors shall attend the meeting of the Board of Directors and convey their opinions when necessary.

(Authority of the Board of Directors)
Article 30
The Board of Directors shall make decisions on the following matters and other important operational matters.

• 1. Disposal or transfer of major assets.
• 2. Taking on large loans.
• 3. Appointment and dismissal of employees in key positions.
• 4. Establishment, change or abolishment of the main office or major organizational structure.

(Convening Board Meetings)
Article 31

• 1. There shall be two types of meetings of the Board of Directors (“Board meetings”), the regular Board meeting and the special Board meeting. The regular Board meeting shall be held twice a year at intervals of more than four (4) months, while the special Board meeting shall be convened when the Chairperson considers it to be necessary, or when a director requests that it be convened, indicating the purpose of such request.
• 2. The Board of Directors shall be convened by the Chairperson.
• 3. The Chairperson must notify each director and auditor at least one (1) week before the scheduled date of the Board meeting. If the agreement of all the directors and auditors has been obtained, however, the Board meeting may be convened without following the procedures for convening.
• 4. The Board meeting shall be chaired by the Chairperson, or, in the event of his or her incapacity, by another director.

(Resolutions of the Board of Directors)
Article 32
A Board meeting has effect only when a quorum of the majority of the directors is present (excluding those who are unable to cast their vote due to a conflict of interest), and shall be resolved on the basis of a majority of those in attendance.
No attendance by proxy, alternate or written opinion shall be admitted.

(Resolutions of the Board of Directors without Convening)
Article 33
If the Chairperson has made a proposal for a matter to be resolved by the Board of Directors to which all directors have expressed their consent in writing or by electronic means, the proposal shall be deemed to have been resolved by the Board of Directors. This shall not apply if the auditor objects, however.

(Minutes)
Article 34

• 1. The minutes of the Board meeting shall be recorded (including an outline of the proceedings and results), to which the Chairperson and all attending directors and auditors must affix their seals.
• 2. The minutes of the Board meeting shall be held at the main office for a period of ten (10) years from the date of the Board meeting.

Chapter 6. Accounts

(Business year)
Article 35
The business year of the Association shall run from January 1 to December 31 annually.

(Budget)
Article 36
The budget of the Association shall be prepared by the Chairperson and approved by the Board of Directors.

(Budget)
Article 37

• 1. The Chairperson shall prepare the financial statements (balance sheet and profit and loss statement), operational report and supporting schedules for each business year, receive an audit report from the auditor and obtain the approval of the Board of Directors.
• 2. The Chairperson shall submit the financial statements, operational report and supporting schedules, together with the notice regarding convening the regular General Assembly, to the voting members, submit the financial statements referred to in the preceding paragraph to the regular General Assembly and obtain its approval.
• 3. The financial statements, operational report and supporting schedules and audit report from the Auditor must be held at the main office from two (2) weeks before the date of the regular General Assembly until five (5) years afterward.

Chapter 7. Dissolution

(Reasons for Dissolution)
Article 38
The Association may be dissolved for the following reasons:

• ⑴ A resolution of the General Assembly
• ⑵ A merger (limited only to cases of extinction)
• ⑶ Lack of voting members
• ⑷ Commencement of bankruptcy proceedings
• ⑸ A court judgment ordering dissolution

(Continuation of Legal Entity)
Article 39
If dissolution has taken place for any of the reasons indicated in paragraph 1 of the preceding article, the Association may continue on the basis of a resolution of the General Assembly until liquidation is completed.

Chapter 8. Liquidation

(Attribution of Residual Assets)
Article 40
The attribution of the residual assets of the Association shall be made by a resolution of the General Assembly.

(Appointment and Dismissal of Liquidator)
Article 41
The appointment and dismissal of the liquidator shall be made by a resolution of the General Assembly.

Chapter 9. Miscellaneous Provisions
(Operational Regulations)
Article 42
With the exception of the regulations set out in Articles of Incorporation, the matters necessary for the implementation of Association operations shall be prescribed by a resolution of the Board of Directors and determined separately by the Chairperson.

Chapter 10. Supplementary Provisions

(Names and Addresses of Founding Voting Members)
Article 43
The names and addresses of the voting members of the Association at the time of its establishment are as follows:

Takashi Jo
Katsuhiko Iwakiri

(Initial Trustees)
Article 44
The stipulations of Article 25 notwithstanding, the directors and auditors of the Association at the time of its establishment shall be those listed below.

Director Makoto Itoh
Director Takeshi Azuma
Director Tetsuo Arakawa
Director Akinori Iwashita
Director Kyoji Ogoshi
Director Sunao Kawano
Director Yoshikazu Kinoshita
Director Hajime Kuwayama
Director Choitsu Sakamoto
Director Kenichi Sugihara
Director Shin'ichi Takahashi
Director Koji Takeuchi
Director Kohtaro Taniyama
Director Akira Terano
Director Hirokazu Nagawa
Director Ken Haruma
Director Kazuma Fujimoto
Director Yoshio Hoshihara
Director Michio Hongo
Director Hiroyasu Makuuchi
Director Akihiro Munakata
Director Toshikazu Yoshikawa
Director Takahiro Fujimori
Auditor Tsuyoshi Yabana

(Term of Office of Initial Directors and Auditors)
Article 45
The initial directors and auditors of the Association shall remain in office until the conclusion of the regular General Assembly for the business year ending within one (1) year of their appointment.

(Initial Business Year)
Article 46
The business year of the Association at the time of its establishment shall run until December 31, 2004.

(Items Outside the Scope of These Articles)
Article 47
Any items not set out in these Articles of Incorporation shall be determined by the Association Act and other legislation.

Date:
Takashi Jo, Voting member
Katsuhiko Iwakiri, Voting member