Articles of incorporation

Chapter 1 General Provisions

(Name)

Article 1 The name of this organization shall be the Japanese Society of Tropical Medicine, and its English name shall be the Japanese Society of Tropical Medicine (JSTM).

(Office)

Article 2 The principal office of the corporation shall be located in Nagasaki City, Nagasaki Prefecture.

Chapter 2 Purpose and Business

(Purpose)

Article 3 The purpose of the corporation shall be to contribute to the advancement of academic research on tropical medicine and thereby to the progress of science and the welfare of mankind.

(Business)

Article 4 The corporation shall carry out the following activities in order to achieve the objectives stated in the preceding article.

Holding academic meetings
Publication of journal (Tropical Medicine and Health), etc.
Compiling and implementing the opinions of expert scholars on various issues related to research, application, education, etc. of tropical medicine.
Liaison and cooperation with related domestic organizations and academic societies, and international activities as a representative organization of tropical medicine in Japan.
Other businesses necessary to achieve the objectives of the corporation.

Chapter 3 Membership

(Type of membership)

Article 5 The corporation shall consist of the following 10 types of members.

Regular 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, graduate students, or those with equivalent qualifications who have been admitted.
Postdoctoral member: A person who has been employed for a fixed term or in an equivalent position within 5 years of receiving his/her degree and who has been admitted to the program.
Resident and Trainee Members: A past student member who has been a resident or equivalent within 5 years of graduation from a university.
International member: A person who has a foreign nationality, resides overseas, and joins the association.
Members who have rendered distinguished service to the Society and have been nominated in accordance with the bylaws separately prescribed and approved by the Board of Councilors
Honorary Members: Regular members who have made outstanding contributions to the Society and who have been nominated in accordance with the bylaws and approved by the Board of Trustees.
Special Members: Persons who have made a particularly distinguished contribution to the Society, regardless of their membership status, and who have been nominated in accordance with the detailed regulations separately stipulated and approved by the Board of Councilors.
Group members: Persons who join in the name of a group or institution.
Supporting Members: Organizations or individuals who agree with the purpose of the Society and support its activities, and who have joined the Society.

2. Members may exercise the following rights of members as provided in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “Corporation Law”). 2. Members may exercise the following rights of members as provided in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “Corporation Law”) in the same manner as trustees.

Rights under Article 14, Paragraph 2 of the Corporation Law (Inspection of Articles of Incorporation, etc.)
Rights under Article 32, Paragraph 2 of the Corporation Law (Inspection of the list of members, etc.)
Rights under Article 57, Paragraph 4 of the Corporation Law (Inspection, etc. of Minutes of General Meetings of Members)
Rights under Article 50, Paragraph 6 of the Corporation Law (Inspection, etc. of Documents Certifying Authority 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 Corporation Law (Inspection of Financial Statements, etc.)
Rights under Article 229, Paragraph 2 of the Corporation Law (Inspection, etc. of Balance Sheets, etc. of Liquidating Corporations)
Rights under Article 246, Paragraph 3, Article 250, Paragraph 3 and Article 256, Paragraph 3 of the Corporation Law (Inspection, etc. of Merger Agreement, etc.)

(Qualification for membership)

Article 6 Those who wish to become regular members, student members, post-doctoral members, resident/trainee members, overseas members, group members, and supporting members of the association shall apply for membership and obtain approval as determined by the Board of Directors.

2. application for membership as a student member, post-doctoral member, resident/trainee member, or overseas member shall be made with a letter of introduction from a councilor together with the necessary documents.

(Obligation to pay dues)

Article 7 Regular members, student members, post-doctoral members, resident/trainee members, group members, supporting members, and councilors shall be obligated to pay the following annual membership dues to cover the ordinary expenses incurred in the business activities of the association. The membership fee and admission fee already paid shall not be refunded for any reason.

The annual fee for regular members shall be 9,000 yen.
Student members shall pay 1,000 yen per year.
The annual fee for post-doctoral members shall be 3,000 yen.
The annual fee for resident and trainee members shall be 3,000 yen.
Group membership shall be 9,000 yen per year.
Supporting members shall pay 30,000 yen per unit per year (one or more units).
The annual fee for trustees shall be 10,000 yen.

(Rights of Members)

Article 8 Members as defined in Article V shall have the following rights

Regular members, student members, post-doctoral members, resident/trainee members, overseas members, distinguished members, honorary members, and special members may present their research achievements at scientific meetings.
Group members and supporting members may obtain information about the Society through the mailing list and other means.
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 Members-at-Large may attend meetings of the Board of Trustees and express their opinions.

(Voluntary Withdrawal)

Article 9 A member may voluntarily withdraw from membership at any time by submitting a notice of withdrawal as separately determined by the Board of Directors.

(Expulsion)

Article 10 If a member falls into any of the following categories, the Board of Trustees may expel the member by a resolution passed by more than half of the total number of Trustees and two-thirds of the total number of votes of all Trustees.

When a member violates this Articles of Incorporation or other rules and regulations.
When a member has committed an act that is detrimental to the reputation or contrary to the purpose of this organization. (2) When there are other justifiable reasons for expulsion.

(Loss of membership)

Article 11 In addition to the cases described in the preceding two articles, a member shall be disqualified if he/she falls into any of the following cases

(2) When the payment obligation under Article 7 has not been fulfilled for more than two years.
When the general membership agrees.
When the member dies or is dissolved.

Chapter 4 Trustees

(Trustees)

Article 12 The corporation shall have as its members under the Corporation Law trustees who shall be elected generally from among five regular members in the ratio of one (1) to one (1) (handling of fractions shall be determined by the Board of Directors).

2. the necessary bylaws for electing trustees shall be established by the Board of Directors.

3. In the event that a Trustee has filed an action for rescission of a resolution of the Board of Trustees, 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) ), said Trustees shall not lose their status as members under the Corporation Law until said lawsuit is concluded (said Trustees shall not have the right to vote on the election and dismissal of officers (Article 63 and Article 70 of the Corporation Law) and on amendments to the articles of incorporation (Article 146 of the Corporation Law)). (2) The trustees shall not have the right to vote on the election and dismissal of officers (Article 63 and Article 70 of the Corporation Law) and on amendments to the articles of incorporation (Article 146 of the Corporation Law).

Chapter 5 Board of Trustees

(Composition)

Article 13 The Board of Trustees shall consist of all Trustees, and the Board of Trustees shall be the General Meeting of Members under the Corporation Law.

2. Members other than Councilors may attend the Board of Councilors meetings and express their opinions, but they do not have the right to make resolutions.

(Authority)

Article 14 The Board of Trustees shall make resolutions on the following matters

Appointment or Dismissal of Directors and Auditors
Amount of Remuneration, etc. for Directors and Auditors
Approval of the balance sheet and statement of income (statement of increase or decrease in net assets) and their supporting schedules
Amendments to Articles of Incorporation
Expulsion of members
Appointment and dismissal of trustees
(Dissolution and Disposition of Residual Assets)
Other matters prescribed by law or these Articles of Incorporation as matters to be resolved by the Board of Trustees

(Held)

Article 15 The Board of Trustees shall hold an ordinary meeting of the Board of Trustees once within three months after the end of each fiscal year, and extraordinary meetings of the Board of Trustees shall be held when necessary.

(Convocation)

Article 16 Meetings of the Board of Trustees shall be convened by the President in accordance with a resolution of the Board of Directors, except as otherwise provided by law.

2. A Trustee who holds one-fifth or more of the voting rights of all the Trustees may request the Chairperson of the Board of Trustees to convene a meeting of the Board of Trustees, indicating the purpose of the meeting and the reasons for its convocation.

(Chairman)

Article 17 The Chairman of the Board of Trustees shall chair the meetings of the Board of Trustees. In the absence or disability of the Chairman, the Board of Trustees shall elect a chairman from among the Trustees at said meeting.

(Voting rights)

Article 18 Each Trustee shall have one (1) voting right at meetings of the Board of Trustees.

(Resolution)

Article 19 Resolutions of the Board of Trustees shall be adopted by a majority of the votes of the Trustees present at a meeting where a majority of the voting rights of all Trustees 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 Council Members and not less than two-thirds of the total number of votes of all Council Members

Expulsion of trustees
Dismissal of directors and auditors
Amendments to Articles of Incorporation
dissolution
Other matters required by law

(Minutes)

Article 20 Minutes of the proceedings of the Board of Trustees shall be prepared as provided by law.

2. The chairman and two signers of the minutes appointed by the Board of Trustees shall affix their names and seals to the minutes as set forth in the preceding paragraph.

Chapter 6 Officers

(Installation of officers)

Article 21 The corporation shall have the following officers.

At least 10 but no more than 16 directors
Up to 2 auditors

2. One of the Directors shall be the Chairman of the Board of Directors.

3. of the Directors, not more than two (2) other than the President shall be Vice-Presidents, and three (3) shall be Executive Directors.

4. The Chairman of the Board of Directors as stipulated in Paragraph 2 shall be the Representative Director under the Corporation Law, and the Executive Director as stipulated in the preceding paragraph shall be the Executive Director as stipulated in Article 91, Paragraph 1, Item 2 of the same Law.

(Appointment of officers)

Article 22 The Directors shall be elected by a resolution of the Board of Trustees from among the Trustees, sixteen (16) of whom shall be elected in accordance with the Bylaws separately prescribed.

2. Auditors shall be elected by resolution of the Board of Trustees.

3. The President shall be selected from among the Directors by a resolution of the Board of Directors.

4. The Vice President shall be selected by a resolution of the Board of Directors, with the President nominating a candidate from among the Directors.

(Duties and Powers of Directors)

Article 23 The Directors shall constitute the Board of Directors and shall perform their duties as provided by law and these Articles of Incorporation.

2. The President shall represent the Organization and execute its operations as provided for by law and these Articles of Incorporation. In the event that the President is unable to perform his/her duties, a Director appointed by the Board of Directors shall act on his/her behalf.

3. the Vice President shall assist the President for the purpose of revitalizing the business.

4. The executive directors shall be responsible for general affairs, accounting, and editing, respectively.

5. The President and Vice President shall report to the Board of Directors on the status of the performance of their duties at least twice each fiscal year at intervals of not less than four months.

(Duties and Powers of 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 of the corporation and investigate the state of the corporation’s business and assets.

(Term of office of directors)

Article 25 The term of office of Directors shall expire at the conclusion of the ordinary meeting of the Board of Councilors relating to the last fiscal year ending within two years after their election. The term of office shall not exceed three (3) consecutive terms, although reappointment may not be precluded.

2. The term of office of the Auditors shall expire at the conclusion of the ordinary meeting of the Board of Trustees relating to the last fiscal year ending within two years after their election. The auditors may not be reappointed for more than three (3) consecutive terms.

3. The term of office of a Director or Auditor elected to fill a vacancy shall expire when the term of office of his/her predecessor expires.

4. If the number of Directors or Auditors is not sufficient to meet the fixed number stipulated in Article 22, Paragraph 1, they shall continue to have the rights and duties as Directors or Auditors after the expiration of their terms of office or resignation, until a newly elected person assumes office.

(Dismissal of officers and liability for damages)

Article 26 Directors and Auditors may be dismissed by a resolution of the Board of Trustees as provided in Article 20, Paragraph 2.

2. directors or auditors shall be liable to compensate the corporation for damages caused by negligence of their duties, and notwithstanding the provisions of Article 112 of the Corporation Law, this liability may not be exempted without the consent of all regular members.

(Compensation, etc.)

Article 27 Directors and Auditors shall receive no remuneration.

(Annual Conference Chair)

Article 28 The corporation shall have one (1) annual president.

2. the Annual Convention Chair shall be selected upon recommendation of the Board of Directors and approval of the Board of Trustees.

3. The term of office of the annual convention chairperson shall be from his/her election to the end of the annual convention for which he/she is responsible.

Chapter 7 Board of Directors

(Composition)

Article 29 The corporation shall have a Board of Directors.

2. The Board of Directors shall consist of all Directors.

(Authority)

Article 30 The Board of Directors shall have the following duties

Decisions on the conduct of the business of this corporation
Supervision of the execution of duties by the directors
Selection and dismissal of the Chairman of the Board of Directors and the Executive Directors

(Convening and holding)

Article 31 The Board of Directors meeting shall be convened by the President.

2. In the absence or disability of the President, a meeting of the Board of Directors shall be convened by each Director.

3. The person who convenes a meeting of the Board of Directors shall give notice thereof to each Director and each Auditor at least five (5) days prior to the date of the meeting.

4. The Board of Directors shall meet at least twice per fiscal year.

(Resolution)

Article 32 Resolutions of the Board of Directors shall be adopted by a majority of the votes of a majority of the Directors present, excluding 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, the proposal shall be deemed to have been approved by a resolution of the Board of Directors.

(Minutes)

Article 33 Minutes of the proceedings of the Board of Directors shall be prepared as provided 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 as set forth in the preceding paragraph.

Chapter 8 Annual Conference

(Annual Convention)

Article 34 The corporation shall hold an annual conference to publicize and discuss research in tropical medicine and related fields.

2. Details concerning the annual convention shall be the responsibility of the annual convention chairperson.

Chapter 9 Chapters

(Establishment of branches, etc.)

Article 35 The corporation may, by resolution of the Board of Directors, establish chapters to promote the business of the corporation.

2. Matters necessary for the establishment and operation of chapters shall be determined separately by the Board of Directors.

Chapter 10 Assets and Accounting

(Fiscal year)

Article 36 The fiscal year of the corporation shall begin on October 1 of each year and end on September 30 of the following year.

(Business Plan and Income and Expenditure Budget)

Article 37 Documents describing the corporation’s business plan, income and expenditure budget, and estimates of financing and capital investment shall be prepared by the President, approved by the Board of Directors, and approved by the Board of Trustees by the day before the start of each fiscal year. The same shall apply to any changes thereof.

2. The documents set forth in the preceding paragraph shall be kept at the principal office until the end of the relevant fiscal year and shall be available for public inspection.

(Business Report and Financial Statements)

Article 38 With respect to the business report and settlement of accounts of the corporation, after the end of each fiscal year, the President shall prepare the following documents, have them audited by the Auditors, and submit them to the Board of Trustees with the approval of the Board of Directors, and report the contents of the documents listed in Items 1, 2 and 6, and have the documents listed in Items 3 through 5 approved The documents listed in items 1, 2, and 6 shall be reported to the Board of Trustees.

Business Report
Supplemental schedules to the business report
Balance Sheet
Statements of Income (Statements of Changes in Net Assets)
Balance Sheets and Statements of Income (Statements of Changes in Net Assets)
inventory of property

2. In addition to the documents set forth 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 incorporation and the list of trustees shall be kept at the principal office and made available for public inspection.

audit report
List of Directors and Auditors
Documents describing the criteria for payment of remuneration, etc. to directors and auditors
Documents containing a summary of the status of the management organization and business activities, as well as important numerical data related to these activities.

Chapter 11 Amendment and Dissolution of the Articles of Incorporation

(Amendment to the Articles of Incorporation)

Article 39 This Articles of Incorporation may be amended by a special resolution of the Board of Trustees as provided for in Article 20, Section 2.

(Dissolved)

Article 40 The corporation shall be dissolved by a special resolution of the Board of Trustees as provided for in Article 20, Paragraph 2, or for other reasons provided for in laws and regulations.

(Attribution of residual assets)

Article 41 Residual assets in the event of liquidation of the Foundation shall be donated to a corporation listed in Article 5, Item 17 of the Act on Authorization, etc. of Public Interest Incorporated Associations and Public Interest Incorporated Foundation, or to the national government or local governments, upon resolution of the Board of Trustees.

(Surplus)

Article 42 The corporation shall not distribute surplus funds.

Chapter 12 Secretariat

(Secretariat)

Article 43 A secretariat may be established to handle the affairs of the corporation.

2. Matters necessary for the organization and operation of the Secretariat shall be determined by the Board of Directors.

3. The President shall appoint and dismiss the Secretariat staff 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 conspicuous place at the principal office.