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Articles of Association

Articles of Association of the Japanese Society of Medical
Oncology, a Nonprofit Organization

Chapter 1. General Rules

Article 1. Name

The name of this nonprofit organization shall be the Japanese Society of Medical Oncology (JSMO) (hereinafter the "Society").

Article 2. Office location

The Society shall locate its headquarters at 35 Shinanomachi, Shinjyuku-ku, Tokyo, Japan.

Article 3. Objectives

The Society collects, investigates and disseminates information from around the world on cancer treatments to inform and educate cancer patients, their families and cancer researchers, promotes the improvement of medical technologies for cancer treatment, and engages in activities to promote communication and cooperation with related organizations. By these means the Society aims to promote public welfare through the improvement of treatment outcomes for cancer.

Article 4. Types of nonprofit activities

In order to achieve the objectives set forth in the preceding article, the Society shall engage in the following nonprofit activities:

  • (1) Promoting health, medical care, and welfare;
  • (2) Facilitating, advising, or supporting the operations of organizations engaging in activities described in the preceding item.

Article 5. Types of activities

In order to achieve the objectives set forth in Article 3, the Society shall engage in the following projects in relation to the nonprofit activities:

  • (1) Holding conferences, symposiums, and lectures on cancer treatment;
  • (2) Collecting and providing information on cancer medicine;
  • (3) Communicating and cooperating with domestic and international organizations engaging in cancer treatment;
  • (4) Supporting and promoting research relating to cancer treatments;
  • (5) Engaging in the training of cancer drug therapy specialists (Diplomates, Subspecialty Board of Medical oncology, JSMO);
  • (6) Engaging in the establishment and announcement of certification criteria for cancer drug therapy specialists (the Diplomates) and their certification.

Chapter 2. Memberships

Article 6. Types

There shall be five (5) membership classifications as set forth below. Among these, Members and Senior Councilors are defined partners stipulated under the Act on Promotion of Specified Nonprofit Activities (hereinafter "the Act").

  • (1) Members: Individuals who have approve of Society's objectives and joined the Society.
  • (2) Senior Councilors: Previous Members who have been recognized by the Board of Directors to have made an outstanding contribution to the Society.
  • (3) Student Members: Individuals who desire to join the Society, approving of its objectives, and intend to specialize in clinical oncology, with proof of enrollment in a university or college.
  • (4) Honorary Members: Individuals or Organizations that have been recognized by the Board of Directors to have made outstanding contributions in the field of clinical oncology.
  • (5) Supporting Members: Individuals or Organizations that support the Society approving of its objectives.

Article 7. Admission

  1. No particular conditions are set out with regard to the admission of members.
  2. A person who desires to become a member shall apply to the President of the Board of directors, JSMO for admission by submitting the application form separately designated by the President.
  3. The President must grant an application based on the procedure described in the preceding paragraph unless there is a justifiable reason for refusing the admission.
  4. If the President decides to refuse the admission of an applicant based on the procedure in Paragraph 2, he/she must immediately notify the applicant of the decision in writing stating the reason for refusal.

Article 8. Membership fees

Members shall pay the fees separately designated at the General Assembly.

Article 9. Disqualification of membership

Any member to whom any of the following items applies shall be disqualified:

  • (1) Submission of membership resignation;
  • (2) Declaration of death or disappearance, or, in the case of an organization, dissolution of the organization;
  • (3) Failure to pay membership fees for two (2) consecutive years or more;
  • (4) Expulsion.

Article 10. Resignation

Any member of the Society may resign from the Society voluntarily by submitting to the President a notice of resignation separately designated by the President.

Article 11. Expulsion

  1. A member to whom either of the following items applies shall be expelled by means of a resolution of the Board of Directors:
    • (1) The member has violated the Articles of Association;
    • (2) The member has brought defamation on the Society or performed any acts violating the objectives of the Society.
  2. When expelling a member pursuant to the provision of the preceding paragraph, the President shall provide the member with an opportunity for justification prior to the resolution by the General Assembly.

Article 12. Nonrefundability of contributed money and goods

Previously paid membership fees and other contributed money and goods shall not be refunded.

Chapter 3. Officers

Article 13. Types and quotas

  1. The Society shall appoint Officers as follows:
    • (1) Directors: no fewer than five (5) and no more than twenty (20)
    • (2) Auditor(s): one (1) or more
  2. One (1) Chief DirectorPresident and one (1) Vice Chief Director-President shall be appointed from the Directors.

Article 14. Selection

  1. Directors and Auditor(s) shall be selected at the General Assembly.
  2. Directors shall select the President and Vice-President from among themselves.
  3. Each officer may not have more than one (1) spouse or relative within the third degree of relationship who is also an officer and, in addition, the number of officers whose spouse or relative within the third degree is also an officer may not exceed one third of the total number of officers.
  4. Any individual to whom any of the items in Article 20 of the Act is applicable shall not be selected as an Officer of the Society.
  5. An Auditor may not concurrently serve as a Director or personnel of the Society.

Article 15. Duties

  1. The President shall represent the Society and control its business operations.
  2. The Vice-President shall support the President, and in the event of an accident involving the President or his/her absence, the Vice-president shall perform the duties of the President.
  3. Directors shall compose the Board of Directors and shall execute the Society's business operations based on the provisions of the Articles of Association and resolutions by the General Assembly or the Board of Directors.
  4. The Auditor(s) shall perform the following duties:
    • (1) Auditing the state of the Directors' execution of operations;
    • (2) Auditing the state of the Society's assets;
    • (3) When discovering, as a result of audits pursuant to the provisions of the preceding two (2) items, improprieties in the state of business operations or assets of the Society or facts breaching the laws and regulations, or the Articles of Association, reporting them to the General Assembly and competent authorities;
    • (4) Calling for a General Assembly, when necessary, to report any improprieties or facts described in the preceding item;
    • (5) Expressing opinions to Directors with regard to the state of Directors' execution of business operations or assets of the Society, and calling for a meeting of the Board of Directors if necessary.

Article 16. Term of office

  1. The term of office for Directors shall be two (2) years, and re-selection shall not be prevented.
  2. In the event of a vacancy among the Officers, the term of office for an Officer who is selected to fill the vacancy or to increase the number of Officers shall be the remaining term of the predecessor or of the current Officers.
  3. Officers shall continue to execute their duties after they resign or their terms of office expire, until their successors assume office.

Article 17. Replacement of vacancies

In the event of vacancies of more than one-third (1/3) of the Directors or Auditors, the vacancies shall be filled without delay.

Article 18. Dismissal

  1. An Officer to whom either of the following items applies can be dismissed by means of a resolution of the General Assembly.
    • (1) An Officer is deemed unable to perform his/her duties because of mental or physical impairment.
    • (2) An Officer has violated an obligation of his/her duties or has engaged in any other act inappropriate for an Officer in his/her position.
  2. When an Officer is expelled pursuant to the provision of the preceding paragraph, he/she shall be provided with an opportunity for justification prior to the resolution by the General Assembly.

Article 19. Compensation

  1. Up to one-third (1/3) of the total number of Officers may receive remuneration.
  2. Officers may be granted compensation for expenses necessary to execute their duties.
  3. With regard to the preceding two (2) paragraphs, necessary items shall be separately designated by the President by means of a resolution by the Board of Directors.

Chapter 4. General Assembly

Article 20. Types of General Assembly

The General Assemblies of the Society shall be of two (2) types, namely Ordinary General Assemblies and Extraordinary General Assemblies.

Article 21. Composition of the General Assembly

The General Assembly shall be composed of Members and Senior Councilors.

Article 22. Functions of the General Assembly

General Assemblies shall resolve the following items on the agenda:

  • (1) Amendment of the Articles of Association;
  • (2) Dissolution and merger;
  • (3) Business plan, budget and their amendments related to the projects in Article 5;
  • (4) Business report and settlement of accounts related to the projects in Article 5;
  • (5) Selection or dismissal of Officers, and their duties and remuneration;
  • (6) Membership fees;
  • (7) Borrowings (excluding short-term borrowings to be reimbursed from the income of the current fiscal year; this shall also be applied to Article 49) and assignment of other new duties and relinquishment of rights;
  • (8) Organization and management of the secretariat;
  • (9) Expulsion of members;
  • (10) Disposition of residual assets at the time of dissolution;
  • (11) Other important matters in relation to management.

Article 23. Hosting of the General Assembly

  1. The Ordinary General Assembly shall be held annually.
  2. The Extraordinary General Assembly shall be held in the following circumstances:
    • (1)The Board of Directors considers it necessary and requests its convocation;
    • (2) One-fifth (1/5) or more of the total number of partners request the convocation in writing indicating the objectives of the meeting;
    • (3) The Auditor(s) requests the convocation pursuant to the provision of Article 15, Paragraph 4, Item 4.

Article 24. Convocation of the General Assembly

  1. The President shall convene the General Assembly, except in the case where Paragraph 2, Item 3 of the preceding article applies.
  2. The President shall convene the Extraordinary General Assembly within 14 days when the Meeting is requested pursuant to the provisions of Paragraph 2, Items 1 and 2 of the preceding article.
  3. When the General Assembly is convened, the date, place, objectives and items on the agenda shall be notified in writing or by electromagnetic means by no later than five (5) days before the General Assembly.

Article 25. Chairperson of the General Assembly

The chairperson of the General Assembly shall be selected from among the partners present at the General Assembly.

Article 26. Quorum of the General Assembly

The General Assembly may not convene proceedings or resolve matters unless a majority of the total number of the partners is in attendance.

Article 27. Resolutions of the General Assembly

  1. Items on the agenda which are to be resolved at the General Assembly shall be announced in advance pursuant to the provision of Article 24, Paragraph 3.
  2. Items on the agenda of the General Assembly shall be resolved, unless noted in the Articles of Association, by a majority vote of the partners in attendance. The chairperson shall cast the deciding vote in the event of a tie.

Article 28. Voting rights at the General Assembly

  1. The vote of each partner shall be counted equally.
  2. A partner who is prevented from attending the General Assembly for unavoidable reasons can vote in writing or by electromagnetic means on the items on the agenda announced in advance, or exercise his/her voting rights by authorizing another partner to act as his/her proxy.
  3. In the application of the provisions of the preceding two articles and Paragraph 2 of the following article, such a partner exercising his/her voting rights pursuant to the provision of the preceding paragraph shall be deemed to be in attendance.
  4. A partner who has any special interest in the items on the agenda of the General Assembly cannot vote.

Article 29. Minutes of the General Assembly

  1. With respect to the items on the agenda of the General Assembly, minutes stating all of the following shall be prepared:
    • (1) Date and place;
    • (2) Total number of partners and the number of partners present at the General Assembly (the number of written votes and the number of partners exercising proxy shall be noted);
    • (3) Items on the agenda;
    • (4) Summary of proceedings of the items on the agenda and their outcomes;
    • (5) Matters relating to the selection of individuals, who sign and affix their personal seals on the minutes.
  2. Every minute shall be signed by the chairperson and two (2) chosen partners in attendance at the General Assembly.

Chapter 5. Board of Directors

Article 30. Composition of the Board of Directors

  1. The Board of Directors shall be composed of Directors.
  2. The Auditor(s) shall attend the Board of Directors meeting and may express his/her opinions.

Article 31. Functions of the Board of Directors

The Board of Directors shall, in addition to items separately stipulated in these Articles of Association, resolve the following items:

  • (1) Items that should be added to the agenda of the General Assembly;
  • (2) Matters relating to execution of the items resolved by the General Assembly;
  • (3) Other matters relating to execution of the business operations of the Society that may be carried out without a resolution of the General Assembly.

Article 32. Hosting of the Board of Directors meeting

The Board of Directors meeting shall be held in the following circumstances:

  • (1) The President considers it necessary;
  • (2) One-third (1/3) or more of the total number of Directors request the convocation of the Board of Directors meeting in writing or by electromagnetic means indicating the objectives of the Board of Directors meeting;
  • (3) The Auditor(s) requests the convocation of the Board of Directors meeting.

Article 33. Convocation of the Board of Directors meeting

  1. The President or Auditor(s) shall convene the Board of Directors meeting.
  2. The President shall convene the Board of Directors meeting within seven (7) days when the Board of Directors meeting is requested pursuant to the provision of Item 2 of the preceding article.
  3. When the Board of Directors meeting is convened, the date, place, objectives, and items on the agenda shall be notified in writing by no later than five (5) days before the Board of Directors meeting.

Article 34. Chairperson of the Board of Directors meeting

The President or an individual appointed by the President shall serve as the chairperson of the Board of Directors meeting.

Article 35. Quorum of the Board of Directors meeting

The Board of Directors may not convene proceedings or resolve matters unless a majority of the total number of the current Directors is present.

Article 36. Resolutions of the Board of Directors meeting

  1. The items on the agenda of the Board of Directors meeting are the ones announced in advance pursuant to the provision of Article 33, Paragraph 3.
  2. Items on the agenda of the Board of Directors meeting shall be resolved by a majority of the votes of the total number of the Directors. The chairperson shall cast the deciding vote in the event of a tie.

Article 37. Voting rights at the Board of Directors meeting

  1. The vote of each Director shall be counted equally.
  2. A Director who is prevented from attending the Board of Directors meeting, for unavoidable reasons, can vote in writing or by electromagnetic means on the items on the agenda announced in advance.
  3. In the application of the provisions of the preceding article and Paragraph 2 of the following article, such a Director exercising his/her voting rights pursuant to the provision of the preceding paragraph shall be deemed to be in attendance.
  4. A Director who has any special interest in the items on the agenda of Board of Directors meeting cannot vote.

Article 38. Minutes of the Board of Directors meeting

  1. With respect to the items on the agenda of the Board of Directors meeting, minutes stating all of the following shall be prepared:
    • (1) Date and place;
    • (2) Total number of Directors and the number of Directors who are present at the Board of Directors meeting (the number of written votes and the number of partners exercising proxy shall be noted);
    • (3) Items on the agenda;
    • (4) Summary of proceedings of the items on the agenda and their outcomes;
    • (5) Matters relating to the selection of individuals, who sign and affix their personal seals on the minutes.
  2. Every minute shall be signed by the chairperson and two (2) chosen Directors in attendance at the Board of Directors meeting.

Chapter 6. Councilors and the Board of Councilors

Article 39. Councilors

  1. The Society shall select Councilors who make up no less than ten percent (10%) of the total number of the partners.
  2. Councilors shall be selected from the partners and appointed by the President by way of the approval of the General Assembly.
  3. The provisions regarding Councilors that are not set out in the Articles of Association shall be separately stipulated.

Article 40. Board of Councilors

Councilors shall compose the Board of Councilors and may discuss and report matters relating to the management of the Society in response to inquiries from the President.

Chapter 7. Assets

Article 41. Composition of Assets

The assets of the Society shall consist of the following:

  • (1) Assets listed in the inventory of assets at the time of incorporation of the Society;
  • (2) Membership fees;
  • (3) Donations;
  • (4) Income generated from existing assets;
  • (5) Income derived from projects;
  • (6) Other income.

Article 42. Classification of assets

The assets of the Society shall be used for its nonprofit activities.

Article 43. Management of Assets

The President shall manage the assets of the Society according to the management procedures separately specified by the President through resolutions of the General Assembly.

Chapter 8. Accounting

Article 44. Principles of accounting

The accounting of the Society shall abide by the principles of each of the items in Article 27 of the Act.

Article 45. Classification of accounting

The accounting system of the Society shall be appropriate for the accounting of nonprofit activities.

Article 46. Fiscal year

The fiscal year of the Society shall begin on February 1 every year and end on January 31 of the following year.

Article 47. Business plan and budget

The business plan and accompanying budget for the Society shall be prepared by the President in each fiscal year and subject to a resolution of the General Assembly.

Article 48. Provisional budget

  1. Notwithstanding the provision of the preceding article, if a budget is not passed for unavoidable reasons, the President can implement a revenue and expenditure plan based on the budget for the preceding fiscal year, until the date of passage of a budget for the current fiscal year subject to a resolution of the Board of Directors.
  2. The revenue and expenditure plan in the preceding paragraph shall be deemed to be included in the budget newly passed.

Article 49. Reserve funds

  1. Reserve funds may be set up in the budget for over-budget or unbudgeted expenditure.
  2. Reserve funds shall be spent based on a resolution of the Board of Directors.

Article 50. Increase in and amendments to the budget

If unavoidable situations arise after the budget has been passed, the existing budget may be increased or amended based on a resolution of the Board of Directors.

Article 51. Business report and settlement of accounts

  1. The President shall prepare documents relating to settlement of the accounts, including business reports, inventories of assets, balance sheets and income and expenditure account statements, immediately after the end of each fiscal year. These documents shall undergo inspection by the Auditor(s) and shall be approved at the General Assembly.
  2. Surplus resulting from the settlement of accounts shall be brought forward to the next fiscal year.

Article 52. Emergency measures

Unless specified in the budget, borrowings and assignment of other new duties and relinquishment of rights shall be subject to approval by the General Assembly.

Chapter 9. Amendments to the Articles of Association, Dissolution and Merger

Article 53. Amendments to the Articles of Association

These Articles of Association may be amended by means of a resolution at the General Assembly by three-fourths (3/4) or more of the total number of partners, as well as authorization by a competent authority, with the exception of minor items stipulated in the provision of Article 25, Paragraph 3 of the Act.

Article 54. Dissolution

  1. The Society may be dissolved when any of the conditions set forth in the items below applies:
    • (1) Resolution of the Board of Directors;
    • (2) Failure to succeed in the projects related to its nonprofit activities;
    • (3) Unavailability or death of the Society's partners;
    • (4) Merger;
    • (5) Bankruptcy;
    • (6) Revocation of authorization of establishment by a competent authority.
  2. When the Society is dissolved based on Item 1 of the preceding paragraph, the approval of three-fourths (3/4) or more of the total number of partners shall be required.
  3. When the Society is dissolved based on Paragraph 1, Item 2, authorization from a competent authority shall be required.

Article 55. Disposition of residual assets

Residual assets following the dissolution (excluding dissolution due to merger or bankruptcy) of the Society shall be transferred to an entity (or entities) selected from those stipulated in Article 11, Paragraph 3 of the Act by means of a resolution at the General Assembly.

Article 56. Merger

Merger of the Society shall be determined at the General Assembly based on approval by three-fourths (3/4) or more of the total number of partners, as well as authorization by a competent authority.

Chapter 10. Methods of Public Notice

Article 57. Methods of public notice

Public notices of the Society shall be posted on the notice board of the Society and issued in the Official Gazette.

Chapter 11. Secretariat

Article 58. Establishment of the Secretariat

  1. The Society shall have the Secretariat to process its clerical work.
  2. The Secretariat shall have the Secretary General and necessary personnel.

Article 59. Appointment and dismissal of personnel

The President shall handle the appointment and dismissal of the Secretary General and its personnel.

Article 60. Organization and management

Matters necessary for the management of the Secretariat shall be separately specified by the President by way of a resolution of the General Assembly.

Chapter 12. Miscellaneous Regulations

Article 61. Detailed regulations

The President shall specify detailed enforcement regulations of these Articles of Association by way of a resolution of the Board of Directors.