Chapter 1 General provisions
(Name)
The name of this organization shall be the Japanese Society of Tropical Medicine (JSTM).
（Article 2.)
The principal office of the organization shall be in Nagasaki City, Nagasaki Prefecture.
(Purposes)
The purpose of the organization shall be to contribute to the advancement of academic research on tropical medicine and through this to the advancement of science and the welfare of mankind.
(Business)
Article 4 The organization shall carry out the following activities in order to achieve the objectives set out in the preceding article.
Organizing scientific meetings
- Publication of the journal (Tropical Medicine and Health) and other publications.
- Compiling the opinions of expert scholars on various issues related to research, application and education in tropical medicine, and implementing them.
- Liaison and co-operation with related organizations and societies in Japan, and international activities as a representative organization for tropical medicine in Japan.
- Other activities necessary to achieve the objectives of the organization.
Chapter 3 Membership
(Types of members)
Article 5 The organization shall consist of the following nine types of members.
- Full members: Researchers in the field of tropical medicine or those who have an interest in tropical medicine and have joined the Society.
- Student members: undergraduate students, postgraduate students or those with equivalent qualifications who have joined the Society.
- Post-doctoral members: Members who have been employed for a fixed term or in an equivalent position within five years of receiving their degree.
- International member: A person who has a foreign nationality and lives abroad and is admitted.
- Distinguished Member: A regular member who has rendered distinguished service to the Society and who has been nominated in accordance with the detailed regulations separately and approved by the Board of Councilors.
- Honorary members: Full members who have rendered distinguished service to the Society, and who are nominated in accordance with the bylaws provided separately and approved by the Board of Councilors.
- Special members: Those who have made a particularly meritorious contribution to the Society, regardless of their membership of the Society, and who have been nominated in accordance with the bylaws provided separately and approved by the Board of Councilors.
- Group members: Persons who have joined the Society under the name of a group or an institution.
- Supporting members: Organizations or individuals who agree with the aims of the Society and support its activities and who have been admitted to membership.
2. members may exercise the following rights of members as provided for in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the ‘Incorporated Association Act’). 2. members may exercise the following rights of members as set out in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the ‘Incorporation Act’) in the same way as councilors
Rights under Article 14, paragraph 2 of the Incorporation Act (access to the articles of association, etc.)
Rights under Article 32, paragraph 2 of the Corporation Law (inspection of the register of members, etc.)
Rights under Article 57, paragraph 4 of the Corporation Law (inspection of the minutes of the General Meeting of Members, etc.)
Rights under Article 50, Paragraph 6 of the Juridical Persons Act (inspection, etc. of documents certifying the right of representation of members, etc.)
Rights under Article 51, Paragraph 4 and Article 52, Paragraph 5 of the Corporation Law (inspection, etc. of voting documents)
Rights under Article 129, Paragraph 3 of the Juridical Persons Act (inspection, etc. of financial statements, etc.)
Rights under Article 229(2) of the Juridical Persons Act (inspection, etc. of balance sheets, etc. of liquidating corporations)
Rights under Article 246(3), Article 250(3) and Article 256(3) of the Juridical Persons Act (inspection, etc. of merger agreements, etc.)
(Qualification for membership)
Article 6 Those who wish to become regular members, student members, post-doctoral members, overseas members, group members and supporting members of the organization shall apply for membership in accordance with the Board of Directors and obtain its approval.
2. Applications for student, post-doctoral and overseas members shall be made with a letter of introduction from a councilor together with the necessary documents.
(Obligation to pay membership fees)
Article 7 Regular members, student members, post-doctoral members, group members, supporting members and councilors shall be obliged to pay the following annual membership fees to cover the ordinary costs of the organization’s business activities. Membership fees and admission fees already paid are not refundable for any reason.
- The annual membership fee for regular members is 9,000 yen.
- Student members pay an annual fee of 1,000 yen.
- Post-doctoral members pay 3,000 yen per year.
- Group membership is 9,000 yen per year.
- Supporting members pay JPY 30,000 per year (or more than one unit).
- Councilors shall pay JPY 10,000 per year.
(Rights of members)
Article 8 Members as defined in Article 5 shall have the following rights.
- Regular members, student members, post-doctoral members, overseas members, members of merit, honorary members and special members may present their research achievements at scientific meetings.
- Group members and supporting members may obtain information about the Society via mailing lists, etc.
- Regular members have the right to nominate and be nominated as councilors and may submit proposals concerning the management of the society to the Board of Councilors through the councilors.
- Distinguished Members, Honorary Members and Special Members may attend and express their opinions at meetings of the Board of Councilors.
(Voluntary withdrawal)
Article 9 Members may voluntarily withdraw from membership at any time by submitting a notice of withdrawal, which shall be determined separately by the Board of Directors.
(Expulsion)
Article 10 If a member falls into any of the following categories, the Board of Councilors may expel the member in accordance with a resolution passed by more than half of the total number of Councilors and two-thirds of the total number of votes of the Councilors.
If the member has violated these articles of association or other regulations.
(iii) When the member has damaged the honor of the organization or acted contrary to its objectives. When there are other justifiable grounds for expulsion.
(Loss of membership)
Article 11 In addition to the cases referred to in the two preceding articles, a member shall be disqualified if he or she falls into any of the following categories
If the member fails to fulfil the payment obligations under Article 7 for more than two years.
When the general membership agrees.
When the member concerned dies or is dissolved.
Chapter 4 Councilors
(Councilors)
Article 12 The organization shall have Councilors who shall be elected generally from among five regular members in the proportion of one (1), who shall be members under the Corporation Law (the Board of Directors shall determine how fractions shall be handled).
2. The Board of Directors shall determine the detailed regulations necessary for the election of Councilors.
3. where a Councilor has filed an action for revocation of a resolution of the Board of Councilors, an action for dissolution, an action for pursuit of liability and an action for dismissal of an officer (Article 266, paragraph 1, Article 268, Article 278 and Article 284 of the Corporation Law) (including cases where a request for filing an action as prescribed in Article 278, paragraph 1 of the Corporation Law) ), the councilor concerned shall not lose his/her status as a member under the Juridical Persons Act until the conclusion of such action (the councilor concerned shall not have the right to vote on the election and dismissal of officers (Articles 63 and 70 of the Juridical Persons Act) and on amendments to the articles of association (Article 146 of the Juridical Persons Act)). (2) The Councilors shall not have the right to vote on the election and dismissal of officers (Articles 63 and 70 of the Corporation Law) and on changes to the articles of association (Article 146 of the Corporation Law).
Chapter 5 Board of Councilors
(Composition)
Article 13 The Board of Councilors shall consist of all Councilors, and the Board of Councilors shall be the General Meeting of Members under the Corporation Law.
2. Members other than the Councilors may attend meetings of the Board of Councilors and express their opinions, but they do not have the right to make resolutions.
(Authority)
Article 14 The Board of Councilors shall make resolutions on the following matters
- Appointment or dismissal of directors and auditors.
- Amounts of remuneration, etc. of directors and auditors
- Approval of the balance sheet and profit and loss statement (statement of increase or decrease in net assets) and their annexed statements
- Amendments to the articles of association
- Expulsion of members
- Appointment and dismissal of councilors
- Dissolution and disposal of residual assets
- Other matters stipulated by law or these Articles of Association to be resolved by the Board of Councilors
(Hold a meeting)
Article 15 The Board of councilors shall meet once within three months after the end of each financial year as an ordinary meeting of the Board of councilors and shall also hold extraordinary meetings of the Board of councilors when necessary.
(Call a meeting)
Article 16 Except as otherwise provided by law, meetings of the Board of councilors shall be convened by the Chairman in accordance with a resolution of the Board of Directors.
2. The Councilors holding one-fifth or more of the voting rights of all the councilors may request the Chairman to convene a meeting of the Board of councilors, indicating the purpose of the meeting and the reasons for convening it.
(Chairperson)
Article 17 The Chairman shall chair a meeting of the Board of councilors. If the Chairman is unable to act, the Board of councilors shall elect a chairman from among the councilors at the relevant Board of councilors meeting.
(Voting rights)
Article 18 Each councilor shall have one voting right at a meeting of the Board of councilors.
(Resolutions)
Article 19 Resolutions of the Board of Councilors shall be adopted by a majority of the votes of the councilors present at a meeting where most of the voting rights of the total number of councilors are present.
2. Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be adopted by a majority of not less than half of the total number of councilors and not less than two-thirds of the voting rights of the total number of councilors present.
Expulsion of a councilor
Dismissal of directors and auditors
Amendment of the articles of association
Dissolution
Other matters prescribed by law.
(Minutes)
Article 20 The minutes of the proceedings of the Board of councilors shall be prepared as required by law.
2. The Chairman and two signatories to the minutes appointed by the Board of councilors shall affix their names and seals to the minutes as set out in the preceding paragraph.
Chapter 6 Officers
(Establishment of officers)
Article 21 The organization shall have the following officers.
1. At least 10 but no more than 16 directors
2. not more than 2 auditors
2. One of the directors shall be the chairman of the board of directors.
3. not more than two of the directors other than the chairman shall be vice-chairmen and three of them shall be permanent directors; 4. not more than two of the directors other than the chairman shall be representative directors as mentioned in paragraph 2.
4. The Chairman of the Board of Directors referred to in paragraph 2 shall be the Representative Director under the Corporation Law, and the Executive Director referred to in the preceding paragraph shall be the Executive Director referred to in Article 91(1)(ii) of the same Law.
(Election of directors)
Article 22 16 directors shall be elected by resolution of the Board of Councilors, elected from among the Councilors in accordance with the bylaws prescribed separately.
2 The auditors shall be elected by a resolution of the Board of Councilors.
3 The Chairman of the Board of Directors shall be selected from among the Board members by a resolution of the Board of Councilors.
4 The Vice-Chairman of the Board of Directors is nominated by the Chairman from among the Directors and selected by a resolution of the Board of Directors.
(Duties and powers of the Directors)
Article 23 The directors shall constitute the Board of Directors and perform their duties as prescribed by law and these Articles of Association.
2 The Chairman of the Board of Directors shall represent the organization and execute its business as provided for by law and these Articles of Association. In the absence or disability of the Chairman, a Director nominated by the Board of Directors shall act on his/her behalf.
3 The Vice-Chairman of the Board of Directors assists the Chairman of the Board of Directors with the aim of revitalizing the business.
4 The permanent directors share and execute the tasks of general affairs, accounting and editing respectively.
5 The President and Vice-President must report to the Board of Directors on the status of the performance of their duties at least twice in each business year at intervals of more than four months.
(Duties and powers of the auditors)
Article 24 The auditors shall audit the performance of the duties of the directors and prepare an audit report as required by law.
2 The auditors may, at any time, request the directors and employees to report on the business and investigate the state of the organization’s business and property.
(Term of office of directors)
Article 25 The term of office of the directors shall expire at the conclusion of the ordinary meeting of the Board of Councilors relating to the last of the fiscal years ending within two years after their election. The term of office of directors shall not exceed three consecutive terms, although they may not be reappointed for more than three consecutive terms.
2 The term of office of the auditors shall expire at the conclusion of the ordinary meeting of the Board of Councilors relating to the last of the financial years ending within two years after their election. They may not be reappointed for more than three consecutive terms.
3 The term of office of a Director or Auditor elected to fill a vacancy shall expire at the end of the term of office of his or her predecessor.
4 If the number of directors or auditors falls short of the fixed number stipulated in Article 22(1), they shall continue to have the rights and duties as directors or auditors until a newly elected person assumes office, even after the expiry of their term of office or their resignation.
(Dismissal of directors and auditors; liability for damages)
Article 26 Directors and auditors may be dismissed by a resolution of the Board of Councilors as provided for in Article 20(2).
2. directors or auditors shall be liable to compensate the organization for damages caused by negligence of their duties, and notwithstanding the provisions of Article 112 of the Corporation Law, this liability may not be discharged without the consent of all regular members.
(Remuneration, etc.)
Article 27 The directors and auditors shall receive no remuneration.
(Annual Conference Chairperson)
Article 28 The organization shall have one annual president.
2 The President shall be appointed on the recommendation of the Board of Directors and with the approval of the Board of Councilors.
3 The term of office of the annual president shall be from his/her election to the end of the annual conference to which he/she is responsible.
Chapter 7 The Board of Directors
(Composition)
Article 29 The organization shall have a Board of Directors. 2.
The Board of Directors shall consist of all directors.
(Powers)
Article 30 The Board of Directors shall have the following duties
1 Decide on the conduct of the business of the organization.
2 Supervise the directors in the performance of their duties.
3 Selecting and dismissing the Chairman of the Board of Directors and the Executive Directors.
(Convocation and holding of meetings)
Article 31 The Chairman of the Board of Directors shall convene meetings of the Board of Directors.
2 In the absence or disability of the Chairman of the Board of Directors, a meeting of the Board of Directors shall be convened by each Director.
3 The person convening a meeting of the Board of Directors shall issue a notice to each Director and each Auditor at least five days prior to the date of the meeting.
4. the Board of Directors shall meet at least twice per business year.
(Resolutions)
Article 32 Resolutions of the Board of Directors shall be adopted by a majority of the votes of most of the Directors present, excluding those Directors who have a special interest in the resolution.
2 Notwithstanding the provisions of the preceding paragraph, if the requirements of Article 96 (Omission of resolutions of the Board of Directors) of the Corporation Law are met, it shall be deemed that a resolution of the Board of Directors has been passed to approve the proposal concerned.
(Minutes)
Article 33 Minutes of the proceedings of the Board of Directors shall be prepared as required by law.
2 The Chairman of the Board of Directors and the Auditors present at the meeting shall affix their names and seals to the minutes of the preceding paragraph.
Chapter 8 Annual conference
(Annual Congress)
Article 34 The organization shall hold an annual conference to publicize and discuss research in tropical medicine and related fields.
2 Details concerning the annual conference shall be under the control of the President of the annual conference.
Chapter 9 Chapters
(Establishment of Chapters, etc.)
Article 35 The organization may, by resolution of the Board of Directors, establish branches to promote the business of the organization.
2 Matters necessary for the establishment and operation of branches shall be determined separately by the Board of Directors.
Chapter 10 Assets and accounting
(Business year)
Article 36 The financial year of the organization shall begin on 1 October of each year and end on 30 September of the following year.
(Business plan and income and expenditure budget)
Article 37 The business plan, income and expenditure budget, and documents describing the expected financing and capital investment of the organization shall be prepared by the Chairman, approved by the Board of Directors and approved by the Board of Councilors by the day before the start of each financial year. The same shall apply in the case of changes to these.
2 The documents referred to in the preceding paragraph shall be kept at the principal office until the end of the relevant financial year and shall be available for public inspection.
(Business reports and accounts)
Article 38 After the end of each financial year, the President shall prepare the following documents for the business report and accounts of the organization, which shall be audited by the Auditors and submitted to the Board of Councilors for approval, and the documents under items 1, 2 and 6 shall be reported on, and documents under items 3 to 5 shall be approved. The Board of Councilors must approve the documents listed in items 1, 2 and 6.
Business report
Annexed statements to the business report
Balance sheet
Profit and loss statement (statement of changes in net assets)
Annexed schedules to the balance sheet and income statement (statement of increase or decrease in net assets)
Inventory of property
2 In addition to the documents set out in the preceding paragraph, the following documents shall be kept at the principal office for five years and made available for public inspection, and the articles of association and the list of councilors shall be kept at the principal office and made available for public inspection.
Audit reports
List of directors and auditors
Documents describing the criteria for the payment of remuneration to directors and auditors
Documents containing an outline of the status of the governing body and business activities, as well as important figures relating to these.
Chapter 11 Amendments to the articles of association and dissolution
(Amendment of the articles of association)
Article 39 The Articles of Association may be amended by a special resolution of the Board of Councilors as provided for in Article 20(2).
(Dissolution)
Article 40 The organization shall be dissolved by a special resolution of the Board of Councilors as provided for in Article 20, paragraph 2, or for other reasons provided for by law.
(Attribution of residual assets)
Article 41 Residual assets in the event of liquidation of the organization shall be donated to the legal entities listed in Article 5, item 17 of the Act on the Recognition of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or to the State or local governments, after a resolution of the Board of Councilors.
(Surplus)
Article 42 The organization shall not distribute surplus funds.
Chapter 12 Secretariat
(Secretariat)
Article 43 A secretariat may be established to handle the affairs of the organization.
2 The necessary matters concerning the organization and operation of the secretariat shall be determined by the Board of Directors.
3 The appointment and dismissal of the staff of the Secretariat shall be made by the President with the approval of the Board of Directors.
Chapter 13 Method of public notice
(Method of public notice) Article 44 Public notices of the organization shall be posted in a place easily visible to the public at the principal office.
