| 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.
- Holding scientific meetings for the presentation and debate of gastroenterological
research.
- Publication of an official journal.
- Holding lectures for the continuing education of doctors concerning
the diagnosis and treatment
of gastroenterological disorders.
- Holding lectures and implements training programs for the certification
and training of
specialists in gastroenterology.
- Aiding researchers in gastroenterological disorders with their
research.
- Meetings and publications to raise interest in gastroenterology
among the general public.
- Participation in international scientific projects concerning
gastroenterology.
- 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.
- Regular members: doctors or researchers who endorse the aims of this
Association.
- Supporting members: Individuals who endorse the aims of this Association
or persons offering
financial assistance.
- 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.
- Becoming subject to conservatee or warrantee.
- Death or declaration of disappearance.
- 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.
- In case of an action that damages the reputation of this
Association or goes against the aims of
this Association.
- 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.
- Items concerning the purchase of real estate or the disposal of basic
funds.
- 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.
- A resolution of the General Assembly
- A merger of legal entities
- Should the number of voting members fall to one (1).
- Bankruptcy of the legal entity
- 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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