The Japanese Society for Investigative Dermatology

English

About the Society

Articles of Association

Chapter 1 General Provisions

Article 1 Name of Association
The name of this General Incorporated Association shall be the Japanese Society for Investigative Dermatology (hereinafter, the "Association").

Article 2 Offices
1.The head office of the Association shall be located in Bunkyo-ku, Tokyo-to, Japan.
2.The Association may establish branch offices in locations necessary for the Association by a resolution of the Board of Directors.

Chapter 2 Objectives and Activities

Article 3 Objectives
The objectives of the Association shall be to increase the value of dermatology-related institutions in the interdisciplinary Association of dermatology and improve the quality of science and research findings in dermatology and bioscience for the maintenance of skin health and more appropriate treatment of skin diseases.

Article 4 Activities
The Association shall carry out the following activities to achieve the purposes set forth in Article 3:
(i)the holding of academic conferences and other meetings;
(ii)the publication of academic journals;
(iii)communication and collaboration with related domestic/foreign academic institutions; and
(iv)other activities necessary to achieve the objectives of the Association.

Chapter 3 Members and Employees

Article 5 Members
1.The Association shall have the following members.
(i)Japanese Members: Individuals who reside in Japan and pay the membership fee
(ii)Overseas Members: Individuals who reside in countries other than Japan and pay the membership fee
(iii)Student Members: Students who agree with the objectives of the Association and pay the membership fee
(iv)Supporting Members: Organizations that agree with the objectives of the Association and continue to pay the supporting membership fee every year
(v)Honorary Members: Persons who are nominated by the Committee on Nominations at a Board of Directors meeting and selected by a resolution of the General Assembly of Employees based on discussions at a Board of Directors meeting
2.Japanese Members and Overseas Members set forth in Article 5.1 shall be employees defined in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "General Corporation Act").

Article 6 Admissions
1.Persons who intend to join the Association as Japanese Members, Overseas Members, Student Members, or Supporting Members shall apply using an application form separately determined by the Board of Directors.
2.Admissions shall be subject to the Member Rules determined by the General Assembly of Employees.

Article 7 Application Fee and Membership Fee
Japanese Members, Overseas Members, Student Members, and Supporting Members shall pay the application fee and membership fee, which will be used to pay for expenses required for the activities of the Association in accordance with the Member Rules determined by the General Assembly of Employees.

Article 8 Loss of Membership
Occurrence of any of the following events shall result in the loss of membership:
(i)a member withdraws from the Association;
(ii)a member becomes an adult ward or a person under curatorship;
(iii)a member dies or is declared to have disappeared, or a member organization dissolves;
(iv)a member fails to pay the membership fee for more than three (3) years and fails to act in accordance with a reminder; or
(v)a member is expelled from the Association.

Article 9 Withdrawal
A member may withdraw from the Association at his/her own initiative by submitting a notice of withdrawal in a form separately determined by the Board of Directors.

Article 10 Expulsion
1.If any of the following events occurs to a member, such member may be expelled from the Association by a resolution adopted with a more than two-thirds (2/3) majority of voting rights of all employees present at a meeting attended by more than half of all employees, and in such case, such member shall be notified of the expulsion and the reasons therefore one (1) week before a meeting of the General Assembly of Employees and given an opportunity to defend him/herself at a meeting of the General Assembly of Employees:
(i)a member breaches these Articles of Association or any other regulations of the Association;
(ii)a member damages the reputation of the Association or commits any act that is contrary to the objectives of the Association; or
(iii)any other valid reason for expelling a member becomes applicable to a member.
2.If a resolution for expulsion of a member is adopted in accordance with Article 10.1, the President shall promptly notify the relevant member thereof.

Article 11 Rights and Obligations upon Occurrence of Loss of Membership
1.If a member loses his/her membership in accordance with the provisions of Article 8, such member shall lose his/her rights and shall be released from his/her obligations as a member of the Association. Japanese Members and Overseas Members shall lose their positions as employees defined in the General Corporation Act; provided, however, that no such member shall be released from his/her executory obligations.
2.The Association shall not return the application fee, membership fee, or any other contributions that have been already paid, even if a member loses his/her membership.

Chapter 4 General Assembly of Employees

Article 12 Composition
1.The General Assembly of Employees shall consist of the employees.
2.One (1) employee shall have one (1) voting right at a meeting of the General Assembly of Employees.

Article 13 Authority
The General Assembly of Employees shall adopt resolutions regarding the following matters:
(i)expulsion of a member;
(ii)selection or removal of a Director or an Auditor;
(iii)approval for balance sheets and income statements (net assets variation statements), and notes thereto;
(iv)amendment of these Articles of Association;
(v)dissolution and disposition of any remaining assets;
(vi)standards for admissions, and amounts of the membership fee and supporting membership fee;
(vii)long-term loans, and disposition or assignment of essential assets;
(viii)merger, and assignment of all or a part of the activities; and
(ix)any matter set forth in the General Corporation Act or these Articles of Association other than those set forth in each item of this Article.

Article 14 Types and Frequency of Meetings
1.There are two (2) types of meetings of the General Assembly of Employees: ordinary meetings of the General Assembly of Employees and extraordinary meetings of the General Assembly of Employees.
2.Ordinary meetings of the General Assembly of Employees shall be held once each year and within three (3) months after the end of each business year.
3.Extraordinary meetings of the General Assembly of Employees shall be held if:
(i)the Board of Directors has adopted a resolution approving the holding of such a meeting; or
(ii)employees having more than one-tenth (1/10) of the voting rights demand that the Directors convene an extraordinary meeting of the General Assembly of Employees in writing describing matters to be discussed at such meeting and reasons for convening such meeting.
4.Employees who have made a demand as set forth in Item (ii) of Article 14.3 may convene a meeting of the General Assembly of Employees with the approval of a court if:
(i)procedures for convening a meeting of the General Assembly of Employees do not commence without delay; or
(ii)a notice regarding a meeting of the General Assembly of Employees stating that a date within six (6) weeks after the date upon which the relevant demand has been made shall be the date of a meeting of the General Assembly of Employees is not sent.

Article 15 Convocation
1.Meetings of the General Assembly of Employees shall be convened by the President subject to a resolution of the Board of Directors.
2.If a demand as set forth in Item (ii) of Article 14.3 is made, the President shall send a notice regarding an extraordinary meeting of the General Assembly of Employees stating that a date within six (6) weeks after the date upon which such demand has been made shall be the date of a meeting of the General Assembly of Employees.
3.If a meeting of the General Assembly of Employees is convened, a written notice stating the date, location, and matters to be discussed regarding such meeting shall be sent at least one (1) week before the date of such meeting unless otherwise set forth in laws and/or ordinances.

Article 16 Chairperson
A chairperson of a meeting of the General Assembly of Employees shall be selected from the employees who are present at a relevant meeting of the General Assembly of Employees.

Article 17 Resolutions
1.Resolutions adopted at meetings of the General Assembly of Employees shall require a majority of voting rights of all employees present at a relevant meeting attended by the employees having a majority of voting rights of all employees.
2.Notwithstanding the provisions of Article 17.1, resolutions regarding the following matters shall be adopted with a more than two-thirds (2/3) majority of voting rights of all employees present at a meeting attended by more than half of all employees:
(i)expulsion of a member;
(ii)removal of an Auditor;
(iii)amendment of these Articles of Association;
(iv)dissolution; and
(v)any other matter set forth in laws and/or ordinances.

Article 18 Exercising of Voting Rights by Proxy
Employees who are unable attend a meeting of the General Assembly of Employees may designate any other employees as their agents to exercise their voting rights by proxy. In such case, such employees or agents shall submit a document certifying their voting rights to the Association.

Article 19 Omission of Resolution
If a Director or an employee proposes matters to be discussed at a meeting of the General Assembly of Employees, and if all employees express their intentions to agree with such proposals in writing or by electronic means, a resolution at meeting of the General Assembly of Employees approving such proposals shall be deemed to have been adopted.

Article 20 Omission of Report
If the Directors notify all employees of matters to be reported to the General Assembly of Employees, and if all employees express their intentions to agree that it is not necessary to report such matters to the General Assembly of Employees in writing or by electronic means, such matters shall be deemed to have been reported to the General Assembly of Employees.

Article 21 Minutes
1.Minutes shall be created for any agenda of a meeting of the General Assembly of Employees in accordance with the provisions of laws and ordinances.
2.A chairperson shall affix his/her name and seal to minutes.

Chapter 5 Officers, etc.

Article 22 Appointment of Officers, etc.
1.The Association shall have the following officers:
(i)three (3) or more Directors; and
(ii)two (2) or fewer Auditors.
2.One (1) of the Directors shall be the Representative Director.
3.The Representative Director shall be the President.

Article 23 Election, etc.
1.The Directors and the Auditors shall be elected from among the employees by a resolution of the General Assembly of Employees.
2.The President shall be elected from among the Directors by a resolution of the Board of Directors.
3.The total number of persons who are spouses, or first, second, or third degree relatives of any of the Directors or Auditors, or any other persons who have special relationships with any of the Directors or Auditors, shall not exceed one-third (1/3) of the total number of the Directors or the Auditors.

Article 24 Duties and Authority of Directors
The President shall represent the Association and perform the duties thereof.

Article 25 Duties and Authority of Auditors
1.The Auditors shall audit the performance of duties of the Directors and create an audit report in accordance with laws and ordinances.
2.The Auditors may, at any time, require the Directors or the employees to report on the activities of the Association, and inspect actions or assets of the Association.

Article 26 Term of Office of Directors
1.The term of office of each Director shall expire at the end of an ordinary meeting of the General Assembly of Employees held for the final business year ending within two (2) years following his/her election as a Director.
2.The term of office of each Auditor shall expire at the end of an ordinary meeting of the General Assembly of Employees held for the final business year ending within two (2) years following his/her election as an Auditor.
3.The term of office of a Director or an Auditor who has been elected to fill a vacancy shall expire when the term of office of his/her predecessor expires.
4.Each officer is required to perform his/her duties until a newly elected person assumes his/her position if the number of officers becomes less than the minimum number of officers after his/her resignation or expiration of his/her term of office.

Article 27 Removal
Officers may be removed by a resolution of the General Assembly of Employees; provided, however, that removal of an Auditor shall require a resolution of the General Assembly of Employees set forth in Article 17.2.

Chapter 6 Board of Directors

Article 28 Composition
1.The Association shall have a Board of Directors.
2.The Board of Directors shall consist of all Directors.

Article 29 Authority
1.The Board of Directors shall perform the following duties in addition to those separately set forth in these Articles of Association:
(i)determination of actions carried out by the Association;
(ii)supervision of duties performed by the Directors; and
(iii)election and removal of the President.
2.The Board of Directors may not delegate determination regarding the following matters or other important actions carried out by the Association to the Directors:
(i)disposition and assignment of essential assets;
(ii)large scale borrowing;
(iii)election and removal of essential employees; and
(iv)establishment, change, or abolition of branch offices and other essential organizations.

Article 30 Convocation
1.The President shall convene a Board of Directors meeting.
2.If the President is unable to convene a Board of Directors meeting due to vacancy or accident, each Director shall convene a Board of Directors meeting.

Article 31 Resolutions
Except as otherwise set forth in these Articles of Association, the adoption of resolutions of the Board of Directors shall require a majority of voting rights of the Directors present at a relevant meeting who are entitled to exercise voting rights.

Article 32 Omission of Resolutions
If a Director proposes matters requiring resolutions of the Board of Directors, and if all Directors entitled to exercise voting rights express their intentions to agree with such proposals in writing or by electronic means, resolutions of the Board of Directors approving such proposals shall be deemed to have been adopted unless an Auditor raises an objection thereto.

Article 33 Minutes
Minutes shall be created for any agenda of a Board of Directors meeting in accordance with laws and ordinances, and the Representative Director and the Auditors present at a relevant meeting shall affix their signatures, or names and seals to such minutes.

Article 34 Board of Directors Rules
All matters necessary for the operation of the Board of Directors shall be governed by laws and ordinances, the provisions of these Articles of Association, and the Board of Directors Rules determined by the Board of Directors.

Chapter 7 Funds

Article 35 Contributions to Funds
1.The Association may request the members or a third party to make contributions to funds as set forth in Article 131 of the General Corporation Act.
2.Contributions to funds shall not be returned until the Association dissolves.
3.Notwithstanding the provisions of Article 35.2, the Association may return funds to contributors by following the procedures for return of funds set forth in Article 36.

Article 36 Procedures for Return of Funds
1.Funds shall be returned by a resolution adopted at an ordinary meeting of the General Assembly of Employees within the scope of the maximum amount set forth in Article 141 of the General Corporation Act.
2.Procedures for return of funds set forth in Article 35.3 shall be subject to the Board of Directors Rules determined by the Board of Directors.

Chapter 8 Calculation

Article 37 Business Year
The business year of the Association shall have one (1) term commencing on April 1 of each year and ending on March 31 of the following year.

Article 38 Business Plans and Revenue Budget
1.Business plans and a revenue budget for the Association shall be created by the President prior to the day immediately preceding the date of commencement of each business year, or shall be changed subject to a resolution of the Board of Directors and the approval of the General Assembly of Employees.
2.Notwithstanding the provisions of Article 38.1, if the budget is not approved for any unavoidable reason, the President may obtain or spend revenue based on the budget for a previous business year until the day upon which the budget is approved subject to a resolution of the General Assembly of Employees.
3.Revenue and expenditure set forth in Article 38.2 shall be deemed the revenue and expenditure for the newly approved budget.

Article 39 Business Reports and Financial Results
1.The President is required to create the following documents for business reports and financial results of the Association after the end of each business year, such documents shall be audited by the Auditors, approved by the Board of Director, and submitted at an ordinary meeting of the General Assembly of Employees, and the details of documents set forth in Item (i) shall be reported and the details of the documents set forth in Items (ii) and (iii) shall be approved at an ordinary meeting of the General Assembly of Employees:
(i)business reports;
(ii)balance sheets; and
(iii)income statements (net assets variation statements).
2.In addition to the documents reported or approved in accordance with the provisions of Article 39.1, audit reports shall be stored at major offices for five (5) years, and these Articles of Association and a list of the employees shall be stored at major offices.

Chapter 9 Amendment of Articles of Association, Dissolution, and Liquidation

Article 40 Amendment of Articles of Association
These Articles of Association may be amended by a resolution adopted with a more than two-thirds (2/3) majority of voting rights of all employees present at a meeting of the General Assembly of Employees attended by more than half of all employees.

Article 41 Dissolution
The Association may be dissolved for any reason set forth in Items (i) and (ii), and Items (iv) through (vii) of Article 148 of the General Corporation Act, or by a resolution adopted with a more-than two-thirds (2/3) majority of voting rights of all employees present at a meeting of the General Assembly of Employees attended by more than half of all employees.

Article 42 Attribution of Remaining Assets
1.If the Association enters into liquidation, any remaining assets possessed by the Association shall be given to corporations set forth in Item (xvii) of Article 5 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation, the national government, or a local government through a resolution of the General Assembly of Employees.
2.The Association shall not carry out distribution of surpluses.

Chapter 10 Council, etc.

Article 43 Council, etc.
The Association may have a council and any necessary committee.

Chapter 11 Secretariat

Article 44 Secretariat
1.The Association shall have a secretariat to process administrative work.
2.Any matter required for the organization and/or operation of a secretariat shall be separately determined by the President subject to a resolution of the Board of Directors.

Chapter 12 Method of Public Notice

Article 45 Method of Public Notice
Public notices of the Association shall be published in the Official Gazette (Kanpo).

Chapter 13 Supplementary Provisions

Article 46 Initial Business Year
The initial business year of the Association shall commence on the date of formation of the Association and end on March 31, 2015.

Article 47 Officers, etc. upon Establishment
Officers of the Association upon the establishment of the Association shall be as follows.
Directors upon establishment: Masayuki Amagai
Directors upon establishment: Shinichi Sato
Directors upon establishment: Yoshiki Tokura
Directors upon establishment: Setsuya Aiba
Directors upon establishment: Masashi Akiyama
Directors upon establishment: Hideo Asada
Directors upon establishment: Manabu Fujimoto
Directors upon establishment: Michihiro Hide
Directors upon establishment: Hironobu Ihn
Directors upon establishment: Kenji Kabashima
Directors upon establishment: Takuro Kanekura
Directors upon establishment: Hajime Karasuyama
Directors upon establishment: Norito Katoh
Directors upon establishment: Yutaka Kawakami
Directors upon establishment: Akimichi Morita
Directors upon establishment: Emi Nishimura
Directors upon establishment: Ryuhei Okuyama
Directors upon establishment: Koji Sayama
Directors upon establishment: Tamio Suzuki
Directors upon establishment: Katsuto Tamai
Directors upon establishment: Akemi Yamamoto
Directors upon establishment: Toshiyuki Yamamoto
Directors upon establishment: Hiroo Yokozeki
Directors upon establishment: Riichiro Abe
Directors upon establishment: Yoshihide Asano
Directors upon establishment: Satoshi Hirakawa
Representative Director upon establishment: Masayuki Amagai
Auditors upon establishment: Keiji Iwatsuki
Auditors upon establishment: Fukumi Furukawa

Article 48 Names or Corporate Names and Addresses of Employees upon Establishment
The names and addresses of employees of the Association upon the establishment of the Association shall be as follows.
Employees upon establishment:
1.Address: [Address has been deleted for protection of personal information.]
Name: Masayuki Amagai
2.Address: [Address has been deleted for protection of personal information.]
Name: Shinichi Sato

Article 49 Governing Law
Any matter not set forth in the Articles of Association shall be governed by the General Corporation Act and other relevant laws and ordinances.

IN WITNESS WHEREOF, the General Incorporated Association, Japanese Society for Investigative Dermatology has executed these Articles of Association for the establishment thereof, with the names and seals of the employees to be affixed hereto upon establishment.

March 10, 2014

Employees upon establishment: Masayuki Amagai
Employees upon establishment: Shinichi Sato

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