Public Interest Incorporated Association of Asian Society of Veterinary Dermatology (AiSVD)
Enacted on 9th December, 2014
Chapter 1: General Provisions
Article 1: The Japanese name of the specified nonprofit corporation is Ajia Juihifuka Gakkai. Its English name is the Asian Society of Veterinary Dermatology (AiSVD).
Article 2: The organization shall have its principal office in Fuchu, Tokyo.
Article 3: The organization shall aim to promote veterinary dermatology and comparative dermatology in Asia.
Article 4: The organization shall conduct activities to promote science, culture, art and sports.
Article 5: In order to fulfill the aim stated in Article 3, the organization shall carry out the following undertaking activities pertaining to specified non-commercial activities.
(1) Promotion of scientific development in veterinary dermatology and comparative dermatology
(2) Liaison and collaboration with relevant academic bodies within and outside Japan
(3) Publishing of its bulletin
(4) Coordination of opinions about issues surrounding matters such as research, education, and clinical application in veterinary dermatology, as well as comparative dermatology, and practical implementation based on such opinions
(5) Promotion of studies of veterinary dermatology and comparative dermatology
(6) Hosting of general conferences, academic conferences, seminars, conferences, and clinical training
(7) Contributing to public welfare by releasing new scientific findings
(8) Other essential undertaking activities
Chapter 2: Membership
Article 6: There are three types of the organization's memberships as follows, and members become its staff members in compliance with the Law Concerning the Promotion of Specific Non-Profit Organization Activities.
(1) Full Membership: Full membership is open to any individual who supports the purpose and those who join and promote the society. Full members are eligible for the qualification of executives and the right to elect executives.
(2) Associate Membership: Associate membership is open to any individual who is interested in veterinary dermatology and joins the society. Associate members do not have executive powers or executive voting rights.
(3) Supporting Membership: Supporting membership is open to any individual or organization that supports the purpose and joins the society to support the society. Supporting members do not have executive powers or executive voting rights.
Article 7: There shall be no particular requirements pertaining to admission.
2. An individual or organization wishing to be admitted as a member shall apply to the chairman by sending an admission application provided separately by the chairman.
3. If an individual or organization wishes to be admitted as above, the chairman shall not refuse the admission without justifiable grounds.
4. If the chairman refuses the admission of those provided in Clause 2, the applicant shall be notified immediately, in writing, stating the reason(s) for the refusal.
Article 8: A member shall pay an annual membership fee specified separately at general meeting.
Article 9: A member shall lose membership status for one of the following reasons.
(1) When a notice of resignation is submitted
(2) When a member dies, or receives adjudication of disappearance, or when a member's organization ceases to exist
(3) When a member continuously fails to pay its membership fee for more than one year
(4) When a member is dismissed from the society
Article 11: If any of the following apply, a member may be dismissed after a decision is taken at general meeting.
(1) The member has contravened the articles of AiSVD
(2) The member has damaged the organization’s reputation and/or has acted in a way contrary to the purpose of the organization
2. If the member is dismissed from the society pursuant to the provision of the preceding Clause, the society shall grant the member an opportunity for explanation before a decision is taken at general meeting.
Chapter 3: Executives
Article 12: The organization shall have the following executives.
(1) Director: More than three directors and no more than six directors
(2) Auditor: More than one auditor and no more than two auditors
2. One of the directors shall be appointed as chairman, and more than one director and no more than two directors shall be appointed as vise chairman.
Article 13: The directors and the auditor shall be nominated at general meeting.
2. The chairman and the vice chairman shall be mutually elected among the directors.
3. Among executives, not more than a spouse or a relative within the third degree of kinship per each executive shall be included, OR such executives or their spouses and relatives within the third degree of kinship shall not be included in excess of a third of the total number of executives.
4. An individual to whom any of the items of Article 20 of the Act apply may not become an executive of the organization.
5. The auditor shall not serve concurrently as a director or employee of the organization.
Article 14: The chairman shall represent the organization and administrate its work.
2. Directors other than the chairman shall not represent the organization in relation to its work.
3. The vice chairman shall assist the chairman and when the chairman has had an accident or is otherwise absent, he/she shall execute on behalf of the chairman in the order as appointed by the chairman.
4. The directors shall compose the board of directors and execute the operations of this organization based on the matters specified in the articles, as well as the decisions taken at general meeting and by the board of directors.
5. The auditor shall perform the following duties:
(1) The auditor shall audit the directors’ work performance.
(2) The auditor shall audit asset status of the organization.
(3) If as a result of the provision in the aforementioned Item 2, the auditor uncovers a major contravention of law or the articles of association concerning the work or assets of the organization, the auditor shall report the matter to the general meeting or to the appropriate authorities.
(4) If it becomes necessary to make a report of the aforementioned item, the auditor shall summon a general meeting.
(5) The auditor shall present the chairman with his/her view concerning the directors’ work performance or the organization’s asset status.
Article 15: Executives shall serve terms of office lasting two years. However, reappointment shall not be blocked.
2. The term of office for executives who are nominated to fill a vacancy, or to augment the number of executives, shall last until the expiration date of the term of office of the predecessor.
3. The executive shall continue its duty until a successor is inaugurated.
Article 16: When more than one third of the posts of director and auditor are vacant, these posts shall be supplemented without delay.
Article 17: When one of the following matters applies to an executive, that executive may be dismissed after a decision is taken at general meeting:
(1) The individual has been deemed unable to perform his/her duties due to mental or physical disability.
(2) The individual has breached his/her duties or has acted in a way inappropriate for his/her position as an executive.
2. If the executive is dismissed from the society pursuant to the provision of the preceding Clause, the society shall grant the executive an opportunity for explanation before a decision is taken at general meeting.
Article 18: Up to one third of the total number of executives may receive remuneration.
2. Executives may be compensated for expenses generated in the execution of their duties.
3. The chairman shall separately decide the necessary matters in relation to the above two clauses after a decision is made in general meeting.
Chapter 4: Conference
Article 19: There are two types of the organization's conferences, such as a general meeting and the board of directors.
2. A general meeting shall be an ordinary general meeting and extraordinary general meeting.
Article 20: A general meeting shall be composed of full members.
Article 21: The following matters are decided at general meetings.
(1) Changes to the articles of association
(2) Dissolution and merger
(3) Expulsion of a member
(4) Project plan and budget, including any change to project plan or budget
(5) Business report and settlement of accounts
(6) Nomination of executives or dismissal,
(7) Duties and remuneration of executives
(8) Admission fee and membership fee
(9) Methods of managing assets
(10) Loans (Excluding short-term loans to be paid off with the revenue in that year. Same as the Article 48.) Other new obligations and renunciation of rights
(11) Return of remaining assets at the time of dissolution
(12) Organization and operation of executive office
(13) Any other important matter related to management
Article 22: An ordinary general meeting shall be held once a year.
2. An extraordinary general meeting shall be held as set forth in the following:
(1) When it is deemed necessary and requested to be called by the chairman.
(2) When it is requested to be called by more than one-fifth of the total number of full members, in writing, stating the purpose of the meeting.
(3) When it is called by the auditor in accordance with the provisions of the Item (4), Clause 5 of Article 14.
Article 23: A general meeting shall be convoked by the chairman except for the case provided in the Item (3), Clause 2 of the preceding Article.
2. If a general meeting is requested in accordance with the Item 1 and Item 2, Clause 2 of the preceding article, the chairman shall convoke an extraordinary general meeting within 30 days from the date of its request.
3. When a general meeting is convoked, the participants shall receive a written notice or electromagnetic record detailing the time, place, purpose, and matters to be discussed in the conference at least five days before the meeting is held.
Article 24: A presiding officer of a general meeting shall be selected from participants with full membership who attend the general meeting.
Article 25: A general meeting may not start without the attendance of more than half of the entire full members.
Article 26: Matters decided at general meetings shall be treated as matters that have been reported to in advance as per Clause 3 of Article 23.
However, in case of emergency, matters shall be decided by consent of more than half of the participants of the general meeting.
2. Aside from the matters stipulated in these articles of association, the proceedings of the general meetings shall be decided by the majority of attendant full members and in the case of a tie, the presiding officer shall decide the issue.
Article 27: Each full member shall have equal voting rights.
2. If a full member is unable to attend the general meeting due to a compelling reason, he/she may vote on matters by writing or by electromagnetic means, or may appoint another full member as a proxy.
3. A full member who votes in accordance with the above clause shall be deemed to have attended the general meeting in respect to the application of the preceding two articles and Clause 1 of next article.
4. If a full member has a conflict of interest on an issue at the general meeting, he/she may not make any decisions regarding the matter.
Article 28: Minutes of the proceedings of general meetings shall include the following information.
(1) When and where the conference was held
(2) The total number of full members and the number of members in atte
ndance (if there are any members who vote by writing or by proxy, their number shall also be included.)
(3) Matters discussed
(4) An overview of the proceedings and the details of decisions taken.
(5) Matters concerning the nomination of minutes signatories.
2. The minutes of the proceedings shall bear the signatures and seals of the presiding officer and at least two minutes signatories nominated at the general meeting.
Article 29: The board of directors shall be composed by the chairman.
Article 30: Aside from the matters separately stipulated in these articles of association, the following matters are decided at the board of directors:
(1) Matters to be discussed at general meetings.
(2) Matters related to the execution of the matters decided at general meetings.
(3) Other matters related to the execution of operations that shall not require decisions taken at general meeting.
Article 31: The board of directors shall be held as set forth in the following:
(1) When it is deemed necessary by the chairman.
(2) When it is requested to be called by more than half the total number of directors, in writing, stating the purpose of the board of directors.
Article 32: The board of directors shall be convoked by the chairman.
2. If the board of directors is requested in accordance with the Item (2) of the preceding article, the chairman shall convoke the board of directors within 14 days from the date of its request.
3. When the board of directors is convoked, the participants shall receive a written notice or electromagnetic record detailing the time, place, purpose, and matters to be discussed in the conference at least five days before the meeting is held.
Article 33: A presiding officer of the board of directors shall be the chairman.
Article 34: Matters decided at the board of directors shall be treated as matters that have been reported to in advance as per Clause 3 of Article 32.
2. The proceedings of the board of directors shall be decided by the majority of the entire directors and in the case of a tie, the presiding officer shall decide the issue.
Article 35: Each director shall have equal voting rights.
2. If a director is unable to attend the board of directors due to a compelling reason, he/she may vote on matters provided in advance by writing.
3. A director who votes in accordance with the above clause shall be deemed to have attended the board of directors in respect to the application of the preceding article and Clause 1 of next article.
4. If a director has a conflict of interest on an issue at the board of directors, he/she may not make any decisions regarding the matter.
Article 36: Minutes of the proceedings of the board of directors shall include the following information.
(1) When and where the conference was held
(2) The total number of directors and the number of directors in attendance, as well as their names (Those who vote by writing shall state that the vote is made by writing.)
(3) Matters discussed
(4) An overview of the proceedings and the details of decisions taken.
(5) Matters concerning the nomination of minutes signatories.
2. The minutes of the proceedings shall bear the signatures and seals of the presiding officer and at least two minutes signatories nominated by the meeting.
Chapter 5: Assets and Accounts
Article 37: The organization’s assets are comprised of the following.
(1) Assets recorded in the inventory of assets at the time of the organization’s foundation
(2) Membership fee
(3) Money and goods donated
(4) Revenue generated from assets
(5) Revenue gained from undertakings
(6) Other revenue
Article 38: The organization’s assets shall be deemed as assets pertaining to projects related to activities performed for specified nonprofit purposes.
Article 39: The organization’s assets are managed by the chairman and the method of management is determined separately by the chairman after a decision in a general meeting.
Article 40: The organization’s accounting shall be conducted in accordance with the provisions outlined in each item of Article 27.
Article 41: The organization’s accounts shall be deemed as business accounts pertaining to activities performed for specified nonprofit purposes.
Article 42: Every year, the fiscal year of the organization shall begin on January 1 and end on December 31 of that year.
Article 43: For every fiscal year, the project plan and its budget of the organization shall be prepared by the chairman and approved in the general meeting.
Article 44: Notwithstanding the provision of the preceding Article, if a budget has been rejected due to inevitable reasons, the chairman shall receive an approval at the board of directors to use revenue in accordance with the budget of previous fiscal year until the day of its approval.
2. The spending set forth in the preceding Clause shall be deemed the budget provided newly.
Article 45: Money in reserve may be provided in a budget to allot it for excess over the budget or spending outside of the budget.
2. An approval shall be received by the board of directors when using the budget.
Article 46: If there are unavoidable circumstances after approval of the original budget, an approval shall be received by the general meeting to add or revise the existing budget.
Article 47: Documentation concerning the settlement for the organization’s business plan, statement of operating activities, list of assets and liabilities and inventory of assets shall be prepared promptly by the chairman at the end of every fiscal year, undergo an audit by the auditor, and be approved at the general meeting.
2. If there is a settlement surplus, the surplus shall be carried over to the next fiscal year.
Article 48: Aside from the matters decided with a budget, an approval from the general meeting shall be received when borrowing of a loan and bearing other responsibilities, or intending to abandon rights.
Chapter 7: Changes to the Articles of Association, Dissolution and Merger
Article 49: When the organization desires to change these articles of association, a decision shall be taken in the general meeting by a majority of 75% or more attendant full members, and in the case of changes to matters specified in Article 25, Clause 3, approval from the relevant authorities shall also be required.
2. When changes are made to the organization’s articles of association (excluding the matters that require approval from the relevant authorities in accordance with provisions in the above clause,) a notice shall be given to the relevant authorities.
Article 50: The organization shall be dissolved for the following reasons.
(1) It is decided at the general meeting to dissolve AiSVD
(2) The impossibility of achieving the goal of activities pertaining to specified non-commercial activities.
(2) There is a shortage of full members.
(3) There is a merger.
(4) A decision is taken to initiate bankruptcy proceedings.
(5) The relevant authorities rescind the certification for establishing AiSVD
2. AiSVD may only be dissolved on the ground prescribed in the Item 1 of the preceding clause, only if it be given the consent of a majority of 75% or more full members.
3. If the organization shall be dissolved based on a ground set forth in the Item (2), Clause 1, the organization shall obtain approval of the relevant authorities.
Article 51: If there are assets that remain following the organization’s dissolution (excluding dissolution following a decision to conduct a merger or initiate bankruptcy proceedings) the remaining assets shall be ceded to those who the general meeting selects from among those mentioned in Article 11, Clause 3.
Article 52: If the organization seeks a merger, it shall pass a vote at the general meeting by a majority of 75% or more full members and also obtain approval of the relevant authorities.
Chapter 8: Official Notice
Article 53: The organization shall display its official notices on notice-walls and also publish them in official gazettes.
Chapter 9: Miscellaneous Provisions
Article 54: Detailed regulations required for the execution of these articles of association shall be decided by the chairman after having passed a vote in the general meeting.
Supplementary Provision
1. These articles of association shall come into force from the date of the foundation of the organization.
2. AiSVD’s founding officers shall be as follows:
Chairman Koji Nishifuji
Vice Chairman Rui Kano
Director Nobuo Murayama
Auditor Tae Murai
3. Notwithstanding Article 15, the term of office of the founding officers shall last until December 31, 2014.
4. Notwithstanding the provisions of Article 42, the organization’s first fiscal year following its foundation shall end on December 31, 2014.
5. Notwithstanding the provisions of Article 43, the organization’s first project plan and budget following its foundation shall be decided by its general inaugural meeting.
6. Notwithstanding Article 8, the organization’s membership fee following its foundation shall be set as follows.
Full members 4,000 Japanese yens, associate members 2,500 Japanese yens, affiliate members 60,000 Japanese yens.
7. This Articles has been amended on 19th, February, 2015.
