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Articles of Association

Articles of Incorporation
of the Japanese Society of Medical Oncology (The "Society")

Chapter 1  General Provisions

(Name)

Article 1     The Society shall be named Koeki Shadan Hojin Nihon Rinsho Shuyo Gakkai and shall be written as "the Japanese Society of Medical Oncology" (abbreviated as JSMO) in English.

(Offices)

Article 2 1   The Society's head office shall be in Minato-ku, Tokyo.
2   The Society may have a secondary office in a required location based on a resolution of the Board of Directors. The same shall apply for a change in or the closing of its secondary office.

Chapter 2  Purpose and Business Activities

(Purpose)

Article 3     The Society is organized for contributing to the public welfare through the improvement of the treatment of cancer. To this end, the Society shall research, study, and disseminate domestic and international information relating to the medical treatment of cancer for patients with cancer, their family members, and cancer researchers; shall promote and encourage the improvement of medical techniques for cancer; and shall engage in various business activities in order to keep in contact and cooperate with related organizations.

(Business Activities)

Article 4 1   The Society shall engage in the following business activities to achieve the purpose provided in the preceding Article:
  • (1) Business activities such as holding meetings, symposiums, and lectures relating to the medical treatment of cancer;
  • (2) Business activities such as collecting and providing information relating to the medical treatment of cancer;
  • (3) Business activities such as keeping in contact and cooperating with domestic and international organizations engaged in the medical treatment of cancer;
  • (4) Business activities such as supporting and promoting domestic and international study relating to the medical treatment of cancer;
  • (5) Business activities such as training experts in medical oncology (Diplomate, Subspecialty Board of Medical Oncology, JSMO);
  • (6) Business activities such as deciding, announcing, and authorizing accreditation criteria for experts in medical oncology (Diplomate, Subspecialty Board of Medical Oncology, JSMO); and
  • (7) Any other business activities for achieving the purpose provided in the preceding Article.
2   The business activities provided in the preceding paragraph shall be carried out both in Japan and overseas.

Chapter 3  Members

(Organizational Structure of the Society)

Article 5 1   The Society shall be comprised of the following types of members:
  • (1) Regular members: Medical doctors or individuals other than medical doctors who agree with the purpose of, and join the Society;
  • (2) Associate members: Individuals other than medical doctors who agree with the purpose of, and join the Society, and who desire to be associate members;
  • (3) Student members: Oncology students who agree with the purpose of, and join the Society, and who are able to certify that they are enrolled in undergraduate courses, junior college, etc.;
  • (4) Members of merit: Individuals who used to be regular members of the Society and whose contribution to the Society is deemed by the Board of Directors to be especially outstanding;
  • (5) Honorary members: Individuals or organizations whose contribution to the oncology study is deemed by the Board of Directors to be remarkable; and
  • (6) Supporting members: Individuals or organizations who agree with the purpose of, and support the Society;
2   Among the types of members provided in the preceding paragraph, regular members shall refer to the "Members" provided in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "Member(s)").

(Acquisition of Membership)

Article 6 1   Any applicant who desires to be a regular member, associate member, student member, or supporting member of the Society shall apply to the Representative Director in accordance with the admission method separately designated by the Board of Directors, and shall be approved by the Board of Directors as a member.
2   When the Representative Director receives the application provided in the preceding paragraph, he/she shall impartially judge the admission in light of the purpose provided in Article 3 and the contents of the business activities provided in Article 4. As soon as possible, he/she shall notify applicants provided in the preceding paragraph who have not been admitted into the Society of that effect in writing together with a statement of reasons.
3   A member of merit or an honorary member shall be admitted on the recommendation of the Board of Directors, and with his/her acceptance.
4   The Board of Directors shall decide the procedures for joining and withdrawing from the Society and the contents of members' rights and obligations.

(Membership Fees)

Article 7     Members shall pay the membership fees separately designated by the General Assembly.

(Voluntary Withdrawal)

Article 8     Any member may voluntarily withdraw from the Society at any time by submitting to the Representative Director the withdrawal form separately designated by the Board of Directors.

(Expulsion)

Article 9     If a member falls under any of the following cases, the Society may expel him/her based on a resolution of the General Assembly. In that case, the Society shall grant him/her an opportunity to excuse himself/herself from the membership before adopting the said resolution.
  • (1) Cases in which he/she has violated the Articles of Incorporation and other regulations;
  • (2) Cases in which he/she has damaged the reputation of the Society or has committed any act against the purpose of the Society; or
  • (3) Cases in which there are any other justifiable reasons to expel him/her.

(Loss of Membership)

Article 10     In addition to the provisions of the preceding two Articles, a member shall lose his/her membership if he/she falls under any of the following cases:
  • (1) Cases in which he/she died or is deemed to have died based on an adjudication of disappearance, or the organization to which he/she belonged has ceased to exist;
  • (2) Cases in which he/she has not paid the membership fees provided in Article 7 for two years or more;
  • (3) Cases in which he/she has become an adult ward or a person under curatorship; or
  • (4) Cases in which all Members agree concerning his/her loss of membership.

(Non-return of Contributed Money and Goods)

Article 11     Any membership fee already paid or any other contributed money or goods shall not be returned.

Chapter 4  General Assembly

(Organizational Structure)

Article 12 1   The General Assembly shall consist of all Members.
2   The General Assembly provided in the preceding paragraph shall refer to the "General Assembly" provided in the Act on General Incorporated Associations and General Incorporated Foundations.

(Authority)

Article 13     The General Assembly shall adopt a resolution on the following items:
  • (1) Contents of the membership fees that members shall pay;
  • (2) Expulsion of members;
  • (3) Election or dismissal of Directors and Auditors;
  • (4) Amount of remuneration etc. to be paid to Directors and Auditors;
  • (5) Approval of balance sheets and income statements (net assets variation statements);
  • (6) Amendment to the Articles of Incorporation;;
  • (7) Dissolution and distribution of residual assets; or
  • (8) Any other items provided in laws and regulations or the Articles of Incorporation to be adopted by the General Assembly.

(Time of Meetings)

Article 14     The annual meeting of the General Assembly shall be held once within three months from the day following the end of each business year. In addition, extraordinary meetings of the General Assembly may be held when necessary.

(Convocation of Meetings)

Article 15 1   Meetings of the General Assembly shall be called by the Representative Director based on a resolution of the Board of Directors, except as otherwise provided in laws and regulations.
2   Members who hold at least one-fifth of all voting rights may request that the Representative Director call a meeting of the General Assembly by indicating to him/her a matter that fulfils the purpose of the General Assembly and the reasons for convocation.

(Chairperson)

Article 16     The chairperson of a meeting of the General Assembly shall be elected from among the Members present at the meeting.

(Voting Rights)

Article 17     Each Member shall have one voting right at a meeting of the General Assembly.

(Resolution)

Article 18 1   A resolution at a meeting of the General Assembly shall be adopted by a majority of voting rights of Members present at the meeting where, of all Members, those with a majority of voting rights are present.
2   Notwithstanding the provisions of the preceding paragraph, a resolution on the following items shall be adopted by at least one-half of the votes of all Members and, at the same time, by at least a two-thirds majority of the voting rights of all Members:
  • (1) Expulsion of members;
  • (2) Dismissal of Auditors;
  • (3) Amendment to the Articles of Incorporation;
  • (4) Dissolution; and
  • (5) Any other items provided in laws and regulations.
3   When the General Assembly adopts a resolution electing a Director or Auditor, it shall adopt the resolution provided in paragraph 1 for each candidate. When the total number of candidates for Directors or Auditors exceeds the fixed number specified in Article 21, the General Assembly shall elect those from among the candidates who receive a majority approval vote in order of the largest number of approval votes received; provided, however, that the number of Directors or Auditors elected shall not exceed the fixed number.

(Exercise of Voting Rights)

Article 19 1   A Member who cannot attend a meeting of the General Assembly may exercise his/her voting rights or delegate the exercising of his/her voting rights in writing or by electromagnetic means for items notified in advance.
2   With respect to application of the provisions of the preceding Article to the case of the preceding paragraph, it shall be deemed that the Member has attended the meeting of the General Assembly.

(Minutes)

Article 20 1   With respect to the agenda for a meeting of the General Assembly, the minutes of the meeting shall be prepared pursuant to laws and regulations.
2   The chairperson and two signers elected from among the Members present at the meeting of the General Assembly shall affix their name and seal to the minutes provided in the preceding paragraph.

Chapter 5  Officers

(Establishment of Officers)

Article 21 1   The Society shall have the following officers.
  • (1) Directors: Five to twenty members
  • (2) Auditors: One to three members
2   The Society shall elect one Representative Director and one Vice Representative Director from among the Directors.
3   The Representative Director provided in the preceding paragraph shall refer to the "Representative Director" provided in the Act on General Incorporated Associations and General Incorporated Foundations. The Vice Representative Director provided in the preceding paragraph shall refer to the "Executive Director" provided in Article 91, paragraph (1), item (ii) of the said Act.

(Election of Officers)

Article 22 1   Directors and Auditors shall be elected from among the Members by the General Assembly.
2   The Representative Director and Vice Representative Director shall be appointed from among the Directors by a resolution of the Board of Directors.
3   The total number of Directors, consisting of a Director himself/herself, his/her spouse, or his/her relative within the third degree of relationship (including those who have a special legal relationship with the said Director as equivalent thereto), shall not exceed one-third of all Directors. The same shall apply to Auditors.
4   The total number of Directors, consisting of directors or employees of other similar organizations (excluding those provided in laws and regulations as public interest corporations or any organizations equivalent thereto) and any others who have a mutually close legal relationship as equivalent thereto, shall not exceed one-third of all Directors. The same shall apply to Auditors.
5   A Director (including his/her spouse or relative within the third degree of relationship and those as equivalent thereto provided in the preceding three paragraphs) and an employee of the Society shall not become Auditors of the Society. No special relationship shall exist between Auditors, such as members who are relatives.

(Duties and Authority of Directors)

Article 23 1   Directors shall constitute the Board of Directors and shall execute the duties of the Society pursuant to laws and regulations and the Articles of Incorporation.
2   The Representative Director shall represent the Society and execute its operations pursuant to laws and regulations and the Articles of Incorporation. The Vice Representative Director shall share execution of operations of the Society pursuant to the decisions of the Board of Directors and shall assist the Representative Director.
3   The Representative Director and Vice Representative Director shall report to the Board of Directors on the state of execution of their duties at least twice every business year with an interval of more than four months.

(Duties of Auditors)

Article 24 1   Auditors shall audit the Directors' execution of their duties and shall prepare auditing reports pursuant to laws and regulations.
2   Auditors may request reports on the business activities of the Society from Directors and employees, and may investigate the state of the operations and the assets of the Society at any time.

(Officer's Term of Office)

Article 25 1   The Director's term of office shall continue until the conclusion of the annual meeting of the General Assembly for the last business year that ends within two years from the time of his/her election; provided, however, that this shall not preclude his/her reelection.
2   The mandatory retirement age of the Director shall be sixty-five years old. He/she shall retire at the next annual meeting of the General Assembly after he/she reaches sixty-five years old.
3   The Auditor's terms of office shall continue until the conclusion of the annual meeting of the General Assembly for the last business year that ends within two years from the time of his/her election; provided, however, that this shall not preclude his/her reelection.
4   The mandatory retirement age of the Auditor shall be sixty-five years old. Notwithstanding the preceding paragraph, he/she shall not be reelected when he/she reaches sixty-five years old during his/her term of office.
5   The term of office of the Director or Auditor who was elected as the substitute shall continue until expiration of the term of office of his/her predecessor.
6   When a vacancy results in a shortfall in the fixed number of the Directors or the Auditors provided in Article 21, the Director or the Auditors who retired from office due to expiration of the term of office or resignation shall continue to hold the rights and obligations of Director or Auditor until a newly elected Director or Auditor assumes his/her office.

(Officer's Dismissal)

Article 26     Directors and Auditors may be dismissed by a resolution of the General Assembly.

(Officer's Remuneration)

Article 27     Remuneration shall not be paid to Directors and Auditors.

(Officer's Exemption from Liability)

Article 28     The Society may exempt Directors or Auditors (including those who were Directors or Auditors) from liability for damages due to neglect of duties to the extent of the amount provided in laws and regulations based on a resolution of the Board of Directors, pursuant to the provisions of Article 114, paragraph (1) of the Act on General Incorporated Associations and General Incorporated Foundations.

Chapter 6  Board of Directors

(Organizational Structure)

Article 29 1   The Society shall have a Board of Directors.
2   The Board of Directors shall consist of all Directors.

(Authority)

Article 30     The Board of Directors shall execute the following duties:
  • (1) Deciding on the execution of operations of the Society;
  • (2) Supervising the execution of duties by the Directors; and
  • (3) Appointing and removing the Representative Director and Vice Representative Director.

(Convocation of Meetings)

Article 31 1   Meetings of the Board of Directors shall be called by the Representative Director.
2   If no Representative Director is in the office or the Representative Director has had an accident, meetings of the Board of Directors shall be called by the Vice Representative Director.

(Chairperson)

Article 32     The chairperson of a meeting of the Board of Directors shall be the Representative Director or any person appointed by the Representative Director.

(Resolution)

Article 33 1   A resolution at a meeting of the Board of Directors shall be adopted by a majority of votes of the Directors present at the meeting where a majority of the Directors, excluding those having a special interest in the resolution, are present.
2   When the Directors submit a proposal with respect to a matter that forms the purpose of the resolution of the Board of Directors, and all Directors who may exercise their votes with respect to such a matter manifest their intention to agree to such a proposal in writing or by electromagnetic means, it shall be deemed that a resolution to approve such a proposal has been made at the meeting of the Board of Directors; provided, however, that this shall not apply if the Auditors raise any objection.
3   When the Society exercises its voting rights pertaining to the shares (contributions) it holds, at least a two-thirds majority approval vote of all Directors shall be obtained at the Board of Directors in advance.

(Minutes)

Article 34 1   With respect to the agenda of the meeting of the Board of Directors, minutes of the meeting shall be prepared pursuant to laws and regulations.
2   The Representative Director and Auditors present at the meeting of the Board of Directors shall affix their name and seal to the minutes provided in the preceding paragraph.

Chapter 7  Council and Councilors

(Organizational Structure)

Article 35 1   The Society may retain the Council as a voluntary organ in order to promote the business activities based on a resolution of the Board of Directors.
2   The Board of Directors shall elect commissioners (Councilors) of the Council from among experts competent in exercising the duties of the Council.

(Authority)

Article 36 1   The Council shall discuss the following items in response to a request for advice from the Board of Directors:
  • (1) Providing information relating to the candidates for Directors;
  • (2) Providing advice relating to the conferences hosted or cohosted by the Society; and
  • (3) Providing advice relating to any other matters for which the Board of Directors requests the Council's advice.
2   The Councilors may provide advice on the activities and management of the Society in response to a request for advice from the Board of Directors.
3   With respect to the preceding paragraph, the Board of Directors shall separately decide the necessary items.

Chapter 8  Various Committees and Task Forces

(Various Committees and Task Forces)

Article 37 1   The Society may retain committees and task forces necessary for administering its affairs based on a resolution of the Board of Directors.
2   The Society may retain a special body when the Board of Directors recognizes it to be necessary.
3   With respect to the preceding paragraph, the Board of Directors shall separately decide the necessary items.

Chapter 9 Assets and Accounting

(Types of Assets)

Article 38 1   Assets of the Society consist of two types: basic assets and other assets.
2   The contents of the basic assets shall be decided at the Board of Directors as assets essential for performing the business activities that make up the purpose of the Society.
3   The assets provided in the preceding paragraph shall be managed with the due care of a prudent manager in order to achieve the purpose of the Society. When the Society disposes of a part of the basic assets or excludes it from the basic assets, approval shall be obtained at the Board of Directors in advance.
4   The other assets shall refer to those other than the basic assets.
5   Fifty percent of donated assets shall be used for business activities with public interest purposes and shall be handled pursuant to the Detailed Regulations Concerning the Handling of Donations decided by a resolution of the Board of Directors.

(Business Year)

Article 39     The business year of the Society shall commence on June 1st of every year and shall end on May 31st of the following year.

(Business Plans and Budgets)

Article 40 1   The Representative Director shall prepare the business plans, budget statements, and documents describing plans for fund-raising and capital investment of the Society by the day preceding the commencement of each business year and shall obtain the approval of the Board of Directors; the same shall apply to amendments to those documents.
2   The Society shall retain the documents provided in paragraph 1 at its head office until the end of the business year for public inspection.

(Business Reports and Financial Statements)

Article 41 1   With respect to the business reports and financial statements of the Society, the Representative Director shall prepare the following documents after the end of every business year and shall obtain the approval of the Board of Directors after undergoing an audit by the Auditors:
  • (1) Business reports;
  • (2) Detailed statements annexed to business reports;
  • (3) Balance sheets;
  • (4) Income statements (net assets variation statements);
  • (5) Detailed statements annexed to balance sheets and income statements (net assets variation statements); and
  • (6) Inventory of assets.
2   The documents for items (1), (3), (4), and (6) for which the approval provided in the preceding paragraph was obtained shall be submitted to the annual meeting of the General Assembly. The contents of the documents for item (1) shall be reported to the annual meeting of the General Assembly. With regard to the other documents, the approval of the General Assembly shall be obtained.
3   In addition to the documents listed in paragraph 1, the Society shall retain the following documents at its head office for five years for public inspection, and shall retain the Articles of Incorporation and the registry of Members at its head office for public inspection as well.
  • (1) Audit reports;
  • (2) Registry of Directors and Auditors;
  • (3) Documents describing the payment base for remuneration to be paid to Directors and Auditors; and
  • (4) Documents describing the state of the organizational structure and business activities of the Society, and significant numerical data relating to these matters.

(Calculation of the Remaining Amount of Assets Acquired for Public Interest Purposes)

Article 42     Every business year, the Representative Director shall calculate the remaining amount of assets acquired for public interest purposes at the end of the business year in accordance with the provisions of Article 48 of the Ordinance for Enforcement of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, and shall describe such on the documents for item (4) of the preceding Article, paragraph 3.

Chapter 10  Amendment to the Articles of Incorporation and Dissolution

(Amendment to the Articles of Incorporation)

Article 43     The Articles of Incorporation may be amended by a resolution of the General Assembly.

(Dissolution)

Article 44     The Society shall be dissolved by a resolution of the General Assembly or due to any other event provided in the laws and regulations.

(Donation as a Result of the Revocation of Public Interest Corporation Authorization)

Article 45     If the public interest corporation authorization granted to the Society is revoked or the Society ceases to exist as a result of a merger (excluding cases in which a corporation that succeeds its rights and obligations is a public interest corporation), the Society shall, after adopting a resolution of the General Assembly, donate assets equivalent to the remaining amount of assets acquired for public interest purposes, to the corporations provided in Article 5, item (xvii) of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, or the national government or local governments, within one month from the date of such revocation of the public interest corporation authorization or such merger.

(Ownership of Residual Assets)

Article 46     The Society shall, after adopting a resolution of the General Assembly, donate the residual assets that it possesses upon liquidation to the corporations provided in Article 5, item (xvii) of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, and fall under the category of public interest corporations provided in Article 40, paragraph (1) of the Act on Special Measures Concerning Taxation, or the national government or local governments.

Chapter 11  Secretariat

(Establishment of the Secretariat)

Article 47 1   The Society shall have a Secretariat in order to manage its general affairs.
2   The Secretariat shall have a Chief of the Secretariat and necessary staff members.

(Appointment of Staff Members)

Article 48     The Chief of the Secretariat shall be appointed by the Representative Director after adopting a resolution of the Board of Directors. Staff members of the Secretariat shall be appointed by the Chief of the Secretariat.

(Management of the Secretariat)

Article 49     The Representative Director shall separately decide items necessary for the organization and management of the Secretariat after adopting a resolution of the Board of Directors.

Chapter 12  Method of Public Notice

(Method of Public Notice)

Article 50     As the method of public notice of the Society, it shall post a notice in a location viewable by the public at its head office.

Chapter 13  Miscellaneous Provisions

(Detailed Rules)

Article 51     Detailed rules necessary for executing the Articles of Incorporation may be decided by the Representative Director after adopting a resolution of the Board of Directors.

Chapter 14  Supplementary Provisions

(Items Not Provided in the Articles of Incorporation)

1     Any item not provided in the Articles of Incorporation shall be pursuant to the Act on General Incorporated Associations and General Incorporated Foundations and other laws and regulations.