Japanese Gastroenterological Association
Japanese Gastroenterological Association
The Japanese Gastroenterological Association
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Constitution of the JGA
Chapter 1. General Provisions

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

(Purpose)
Article 2.
This Association shall encourage basic and clinical research concerning gastroenterology, by this means attempting to raise the standard of gastroenterology and to contribute to the welfare of humanity as its common purpose, and shall carry out the following activities.

  1. Holding scientific meetings for the presentation and debate of gastroenterological research.
  2. Publication of an official journal.
  3. Holding lectures for the continuing education of doctors concerning the diagnosis and treatment of gastroenterological disorders.
  4. Holding lectures and implements training programs for the certification and training of specialists in gastroenterology.
  5. Aiding researchers in gastroenterological disorders with their research.
  6. Meetings and publications to raise interest in gastroenterology among the general public.
  7. Participation in international scientific projects concerning gastroenterology.
  8. Activities necessary to achieve the aims of the Association.

(Location of Main Office)
Article 3
The Association shall maintain its main office in Chuo City, Tokyo.

(Total Capital)
Article 4
The total capital for this Association (including replacement capital) shall be 3 million yen in cash.

(Means of Notification)
Article 5
Announcements issued by this Association shall be displayed on the notice board of its main office.

(Item related to the Rights of Contributors of Funds)
Article 6
Funds contributed shall not be returned before the deadline agreed with the contributor.

(Procedures for Returning Funds)
Article 7
Funds shall be returned to a contributor after a resolution on the total amount of funds to be returned has been adopted by an ordinary General Assembly, in accordance with a resolution of the Board of Directors.


Chapter 2. Voting Members, Members, and Trustees

(Members)
Article 8
The membership of this Association shall be as follows.
  1. Regular members: doctors or researchers who endorse the aims of this Association.
  2. Supporting members: Individuals who endorse the aims of this Association or persons offering financial assistance.
  3. Honorary members: Persons from among the regular members who have been of particular service to this Association, who have received approval by the General Assembly having been recommended by the chairman of the Board of Directors and following a resolution of the Board of Directors.

(Trustees)
Article 9
This Association shall maintain a Board of Trustees.
(2) Trustees shall have been selected from among regular members according to separately set
out rules of selection.

(Voting Members)
Article 10
Trustees of this Association shall have the right to vote in the General Assembly.

(Obligation of Members to Bear Operating Expenses)
Article 11
Members must bear the operating expenses of this Association.
(2) The amount of operating expenses to be borne by each member is as set out separately in the schedule of annual membership dues. However, honorary members shall not be obliged to pay annual membership dues.
(3) Once paid, membership dues will not be returned under any circumstances.


(Membership List)
Article 12
This Association will produce a membership list containing members' names and addresses, and maintain this at its main office.

(Admittance to the Association)
Article 13
Persons wishing to become members of this Association must submit application forms for entry to the chairperson of the Board of Directors, along with the membership dues for that year, and receive the approval of the Board of Directors.

(Termination of Membership)
Article 14
Persons wishing to terminate their membership of this Association must submit a document stating this intention to the chairperson of the Board of Directors.
(2) In circumstances other than the above, membership will be deemed to have terminated should any of the reasons outlined below apply.

  1. Becoming subject to conservatee or warrantee.
  2. Death or declaration of disappearance.
  3. Failure to pay membership fees.

(Expulsion)
Article 15
In cases where any one of the following applies, a member may be expelled from the Association by a resolution of the General Assembly.

  1. In case of an action that damages the reputation of this Association or goes against the aims of this Association.
  2. In case of an infringement of the Constitution or Bylaws.

(Rights and Obligations Accompanying Loss of Eligibility for Membership)
Article 16
In cases where a member has lost his or her eligibility for membership as a result of the regulations of Article 14 or Article 15, that member loses his or her rights and is exempt from his or her obligations with regard to this Association. However, obligations already incurred but not yet carried out cannot be exempted.
(2) This Association will not return any membership dues already paid or any other funds contributed by a member who has lost his or her eligibility for membership.


Chapter 3. General Assembly

(General Assembly)
Article 17
This Association shall hold an ordinary General Assembly every year within two (2) months of the day following the final day of the business year. If necessary, it may be decided to hold an extraordinary General Assembly.

(Convening of General Assembly)
Article 18
The General Assembly is to be convened by the chairperson of the Board of Directors.
(2) When convening the General Assembly, it is required that notification to this effect is sent to each voting member one week before the date of the meeting.

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

(Means of Adopting Resolutions)
Article 20
Resolutions of the General Assembly shall be determined by a majority of voting members attending, except when otherwise prescribed by law.

(Voting Rights)
Article 21
Each voting member shall have one vote.

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

(Record of Proceedings)
Article 23
A record of the proceedings of the meeting shall be produced, which must include an outline of the proceedings and the results, and to which the chairperson of the Board of Directors or another attending director must affix his or her seal.


Chapter 4. Officers

(Number of Officers)
Article 24
This Association shall have the following officers.
At least three (3) and no more than thirty (30) directors (including one chairperson of the Board of Directors) At least two (2) and no more than four (4) auditors

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

(Terms of office)
Article 26
Directors shall remain in office until the conclusion of the ordinary General Assembly for the business year ending two years after their appointment. Auditors shall remain in office until the conclusion of the ordinary General Assembly for the business year ending four years after their appointment. The reappointment of directors and auditors shall not be prevented. However, the total term of office shall be limited to six (6) years for directors and eight (8) years for auditors.
(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 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 of the Board of Directors and Directors)
Article 27
This Association shall have one chairperson of the Board of Directors, selected by the directors from among themselves.
(2) The chairperson of the Board of Directors shall have overall control of this Association's activities as a representative director, and shall represent the Association.
(3) Directors shall assist the chairperson of the Board of Directors and divide the activities of this Association between them.
(4) In case of an accident to the chairperson of the Board of Directors, this position shall pass to another director in accordance with an order previously specified within the Board of Directors.

(Compensation for Officers)
Article 28
Compensation for directors and auditors shall both be specified by resolutions of the General Assembly.


Chapter 5. Board of Directors

(Composition of Board of Directors)
Article 29
The Board of Directors shall be composed of directors.
(2) Auditors may attend the Board of Directors and express their opinions.

(Holding of Board Meetings)
Article 30
The chairperson of the Board of Directors shall convene Board meetings as necessary and act as their chairperson. However, if there is a request for a meeting indicating the agenda items from more than one third of the directors, the chairperson of the Board of Directors must convene an extraordinary Board meeting.

(Resolutions of the Board of Directors)
Article 31
Meetings of the Board of Directors may not be held unless a quorum of two thirds of the directors is present. However, persons who have expressed their opinions in advance on the basis of the written agenda for the meeting will be regarded as present.
(2) Proceedings of Board meetings shall be decided on the basis of a majority of those present. When the vote is tied, the chairperson shall have the deciding vote.

Article 32
The Board of Directors must ask the opinion of the trustees in case of the items listed below.

  1. Items concerning the purchase of real estate or the disposal of basic funds.
  2. Important items concerning the operations of this Association that have been agreed to be necessary by the Board of Directors.

(Record of Proceedings of the Board of Directors)
Article 33
A record of the proceedings of Board meetings that includes an outline of the proceedings and the results shall be produced, to which the chairperson or another attending director must affix his or her seal.

Chapter 6. Accounts

(Business Year)
Article 34
The business year of this Association shall run from January 1 to December 31 each year.

(Resolution of Budget and Approval of Accounts)
Article 35
The chairperson of the Board of Directors shall produce the budget and accounts for this Association for each business year. These must be adopted by a resolution of the Board of Directors and be approved by the General Assembly.


Chapter 7. Dissolution

(Reasons for Dissolution)
Article 36
This Association shall be dissolved according to the reasons listed below.

  1. A resolution of the General Assembly
  2. A merger of legal entities
  3. Should the number of voting members fall to one (1).
  4. Bankruptcy of the legal entity
  5. A court judgement ordering dissolution

(Continuation of Legal Entity)
Article 37
In case Number 1 of the preceding article applies, the legal entity may be continued on the basis of a resolution of the General Assembly.
(2) In case Number 3 of the preceding article applies, new voting members may be admitted to continue the legal entity.

(Continuation Following Registration of Dissolution)
Article 38
This Association may continue the legal entity in accordance with the stipulations of the preceding article even after it has been registered as dissolved.

(Merger)
Article 39
The approval of the General Assembly is required for the merger of this Association.


Chapter 8. Liquidation

(Method of Liquidation)
Article 40
In case of the dissolution of this Association, the method of disposal of the Association's assets shall be determined by a resolution of the General Assembly. However, this shall not interfere with their disposal by the chairperson of the Board of Directors or a person appointed by the chairperson according to the regulations of the Intermediate Corporations Law.
(2) The appointment or dismissal of a liquidator shall be decided by the General Assembly.

(Attribution of Residual Assets)
Article 41
The attribution of residual assets of this Association shall be decided by the General Assembly.

Chapter 9. Miscellaneous Provisions
(Delegation)
Article 42
With the exception of the regulations set out in this Constitution, items necessary for the implementation of the operations of this Association shall be prescribed by resolution of the Board of Directors.


Chapter 10. Supplementary Provisions

(Names of Founding Voting Members)
Article 43
The names of voting members of this Association at the time of its foundation are as listed below.

Takashi Jo
Katsuhiko Iwakiri

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

Director Makoto Itoh, M.D., Ph.D.
Director Takeshi Azuma, M.D., Ph.D.
Director Tetsuo Arakawa, MD DMSc, FACG
Director Akinori Iwashita
Director Kyoji Ogoshi, M.D., Ph.D.
Director Sunao Kawano, M.D., Ph.D.
Director Yoshikazu Kinoshita, M.D., Ph.D.
Director Hajime Kuwayama, M.D.
Director Choitsu Sakamoto, M.D., Ph.D.
Director Kenichi Sugihara, M.D., Ph.D.
Director Shin'ichi Takahashi, M.D. Ph.D.
Director Koji Takeuchi, PhD.
Director Kohtaro Taniyama M.D., Ph.D.
Director Akira Terano, M.D., Ph.D.
Director Nagawa Hirokaza, M.D., Ph.D.
Director Ken Haruma, M.D.,Ph.D.
Director Kazuma Fujimoto, M.D., Ph.D.
Director Yoshio Hoshihara, M.D., Ph.D.
Director Michio Hongo, MD, PhD
Director Yasuhiro Makuuchi, MD, PhD
Director Akihiro Munakata, M.D., Ph.D.
Director Toshikazu Yoshikawa, M.D., Ph.D.
Auditor Takahiro Fujimori, M.D., Ph.D.
Auditor Tsuyoshi Yabana, M.D., Ph.D.

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

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

(Items Outside the Scope of These Regulations)
Article 47
Items not set out in this Constitution shall all be determined by the Intermediate Corporations Law and other legislation.
The voting members named below, who have written this Constitution on behalf of the Japanese Gastroenterological Society, hereby affix their seals.

1st, December, 2004
Takashi Jo
Katsuhiko Iwakiri

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