Japanese Society for International Nursing Articles of Incorporation

Chapter 1 General Provisions

Article 1 (Name)

The name of the Corporation is Japanese Society for International Nursing (JSIN).

Article 2 (Executive Office)

The office in Toshima, Tokyo, shall be the principal office of JSIN.

Chapter 2 Purpose and Duties

Article 3 (Purpose)

JSIN aims to promote research and education related to international nursing, enhancing cooperation between the members and with related organizations inside and outside of Japan, promoting international nursing activities, and contributing to the development of international nursing studies.

Article 4 (Duties)

JSIN shall perform the following duties to achieve the purposes stated in the preceding Article.
(1) Hosting academic conferences
(2) Publishing academic journals and other publications
(3) Promoting research relating to international nursing studies
(4) Promoting education relating to international nursing studies
(5) Collaboration and cooperation with related organizations inside and outside Japan
(6) Promoting international nursing activities
(7) Other duties required to achieve the purposes of JSIN

Chapter 3 Members

Article 5 (Membership Composition and Qualifications)

JSIN members shall comprise the following three groups.
(1) Full Members: Researchers, educators, and practitioners with an interest in international nursing who are admitted to JSIN following the prescribed procedures. Full Members comprise General Members and Student Members (except for Graduate Students).
(2) Honorary Members: Individuals who contribute to JSIN and who have been approved by the Board of Representatives.
(3) Supporting Members:  Individuals and organizations that support the aims of JSIN and have been admitted following the prescribed procedures.

Article 6 (Admission)

Those who wish to be admitted either as Full Members or as Supporting Members of JSIN must apply to JSIN following the prescribed procedures and must be approved by the Board of Directors.
2. Full Members and Supporting Members approved by the Board of Directors in line with the preceding Clause shall be admitted upon payment of the Admission Fee and Annual Fee stipulated in the following Article.
3. Notwithstanding the preceding Clause, upon requesting repeated admission to JSIN, those who are no longer qualified to be members according to the stipulations of Article 10 (1) and those who do not make the payment of the membership fee to JSIN shall not be admitted without paying any overdue amount.

Article 7 (Annual Fee)

Full Members and Supporting Members must pay the Admission Fee and Annual Fee stipulated separately by the Board of Representatives.

Article 8 (Withdrawal)

Those who wish to withdraw from JSIN shall submit a notification of withdrawal to JSIN following the prescribed procedures for approval by the Board of Directors.

2. Notwithstanding the stipulations of the preceding Clause, members may withdraw at any time if there are unavoidable reasons for so doing.

Article 9 (Expulsion)

In the event that any of the following matters apply to a member, the said member may be expelled following the resolution of the Board of Representatives.
  (1) Violation of the Articles of Incorporation or other regulations
  (2) Actions that defame or contravene the purposes of JSIN
  (3) Other justifiable reasons for expulsion
2 If a member is to be expelled based on the stipulations of the preceding Clause, the member shall be notified at least one week before the date of the meeting of the Board of Representatives and must be allowed to explain to the Board of Representatives.
3 The President must notify the members when a member is expelled.

Article 10 (Loss of Qualification for Membership)

In addition to the preceding two Articles, in the event that any of the following matters apply to a member, the said member shall lose his/her qualification for membership.
  (1) Failing to pay the Annual Fee for two consecutive years or more
  (2) When such an agreement is reached by all representatives
  (3) Upon death or dissolution

Article 11 (Rights and Obligations Accompanying Loss of Qualification for Membership)

If a member loses his/her qualification for membership due to the stipulations of the preceding three Articles, the said member shall lose his/her rights and be released from the obligations of membership to JSIN. However, the obligation of non-performance shall remain in effect.

2. Even if a member loses his/her qualification for membership, the Annual Fee shall not be refunded.
   

Chapter 4 Representatives

Article 12 (Election, etc.)

Elected representatives comprising approximately one of every five Full Members shall be members according to the Act on General Incorporated Associations and General Incorporated Foundations (“General Corporation Act” hereafter).

2. The representatives must be elected from among the Full Members employing representative election. Directors or the Board of Directors are not able to elect representatives.
3. The regulations required to elect representatives shall be stipulated by the Board of Directors.

Article 13 (Term of Office, etc.) ）

The term of office of representatives shall expire after the Ordinary Board of Representatives relating to the last fiscal year ending within four years following the election. However, there is no obstacle to reappointment.

2. Notwithstanding the stipulations of the preceding Clause, in the case that an action to rescind a resolution of the General Assembly, an action for dissolution, to seek for liabilities, or to dismiss an Officer (General Corporation Act Article 266 (1), Article 268, Article 278, Article 284) is raised against a representative (including cases in which an action is raised as stipulated in General Corporation Act Article 278 (1)), until the conclusion of the said legal action, the said representative shall not forfeit his or her status as a member. (However, the said representative shall not retain the right to vote in connection to the appointment or dismissal of an Officer (General Corporation Act Articles 63 and 70) or to change the Articles of Incorporation (General Corporation Act Article 146).)
3. In the event that there is a vacancy in the position of a representative or if there is a shortage in the number of representatives, a runner-up in the elections in the preceding Article may become a substitute representative. In this case, the substitute representative term of office shall be until the conclusion of the term of office of the representative who was terminated before the conclusion of the term of office.
4. Substitute representatives according to the preceding item shall be effective as substitutes until the conclusion of the term of office of the representative who was nominated in the election according to the preceding Article.
5. Such members shall be able to exercise the member rights stipulated toward JSIN, as stipulated in General Corporation Act.
   （1）The rights in General Corporation Act Article 14 (2) (inspection of Articles of Incorporation, etc.)
   （2）The rights in General Corporation Act Article 32 (2) (inspection of register of representatives, etc.)
   （3）The rights in General Corporation Act Article 50 (6) (inspection of proxy certification, etc. relating to the exercising of representative voting rights by proxy)
   （4）The rights in General Corporation Act Article 51 (4) and Article 52 (5) (inspection of documents relating to the exercising of voting rights and the inspection of the exercising of voting rights by electronic or magnetic means)
   （5）The rights in General Corporation Act Article 57 (4) (inspection of General Assembly records, etc.)
   （6）The rights in General Corporation Act Article 129 (3) (inspection of a statement of accounts, etc.)
   （7）The rights in General Corporation Act Article 229 (2) (inspection of balance sheets of corporations in liquidation, etc.)
   （8）The rights in General Corporation Act Articles 246 (3), 250 (3), and 256 (3) (inspection of merger contracts, etc.)

Article 14 (Dismissal, etc.)

The dismissal of representatives may be performed by resolution of the Board of Representatives only when there is a justifiable reason for doing so. In such cases, JSIN shall notify the relevant representative at least one week before the meeting of the Board of Representatives, and an opportunity must be given to explain to the Board of Representatives.

2. When a representative is dismissed according to the preceding Clause, the representative shall be notified.
3. When a representative is no longer qualified to be a Full Member, he or she shall also forfeit qualification as a representative simultaneously.

Chapter 5 Board of Representatives

Article 15 (Composition)

The Board of Representatives shall be composed of all representatives.

2. The General Assembly stipulated in General Corporation Act shall comprise the Board of Representatives of the preceding Clause.

Article 16 (Authority)

Resolutions relating to the following items shall be made by the Board of Representatives.
（1）Changes of Articles of Incorporation
（2）Nomination and dismissal of Directors and Auditors
（3）Approval of business plans and income and expenditure budget
（4）Approval of balance sheet and net assets increase/decrease calculation sheet
（5）Expulsion of members
（6）Dismissal of representatives
（7）Approval of Honorary Members
（8）Approval of academic conference chairperson
（9）Dissolution and appropriation of residual assets
（10）Admission Fee and Membership Fee setting
（11）Other items stipulated in law or the Articles of Incorporation for resolution by the General Assembly (Board of Representatives)

Article 17 (Holding Meetings)

The Regular Board of Representatives shall be convened once within three months of the end of each fiscal year. In addition, a Special Board of Representatives may be convened whenever necessary.

Article 18 (Convocation)

Unless stipulated separately by law, the Board of Representatives shall be convened by the President on a resolution of the Board of Directors.

2. Representatives who have one-fifth or more of the total number of voting rights of representatives shall be able to request that the President convenes the Board of Representatives by specifying the issue that is the purpose of the Board of Representatives meeting and the reason for convocation.

Article 19 (Provision by Electronic Means)

When convening the General Assembly, JSIN shall take measures to offer the information contained in General Assembly reference materials, etc. in an electronic format.

Article 20 (Chairperson)

The Chairperson of the Board of Representatives shall be the President.

Article 21 (Quorum)

Meetings of the Board of Representatives may not be held unless the majority of representatives are in attendance.

Article 22 (Voting Rights)

Each representative shall have one voting right on the Board of Representatives.

Article 23 (Resolutions)

Resolutions of the Board of Representatives shall require the attendance of the representatives with the majority of voting rights and shall be effected by a majority vote among those in attendance.

2. Notwithstanding the stipulations of the preceding Clause, the following resolutions shall require the attendance of at least half of the total number of representatives and shall be effected with a majority vote of two-thirds or more of the voting rights of the total number of representatives.
   （1）Member expulsion
   （2）Representative dismissal
   （3）Auditor dismissal
   （4）Change of Articles of Incorporation
   （5）Dissolution
   （6）Other items stipulated by law

Article 24 (Exercising Voting Rights in Writing, etc.)

Representatives who cannot attend the meeting of the Board of Representatives may vote in writing or via electromagnetic means regarding items notified in advance or may exercise their voting rights via another representative as a proxy. However, the exercising of voting rights in writing or via electromagnetic means is limited to cases approved for such by resolution of the Board of Directors when convening separate meetings of the Board of Representatives.

2. When the stipulations in Article 21 in the case of the preceding Clause and those of the preceding Article are applied, the representative shall be deemed to have been in attendance.
3. If a proposal is made by a Director or representative with regard to a matter falling under the purposes of the Board of Representatives, it shall be deemed that the proposal has been approved by resolution of the Board of Representatives if all representatives have expressed their agreement either in writing or via electromagnetic means.

Article 25 (Minutes)

Minutes of the proceedings of the Board of Representatives shall be produced as stipulated by law.

2. The Chairperson and two signatories to the minutes shall affix their names and seals to the minutes noted in the preceding Clause.

Chapter 6 Officers

Article 26 (Establishment of Officers)

The following Officers shall be positioned in JSIN.
（1）Directors　8 or more
（2）Auditors　2 or fewer

2. Of the Directors, one shall be the President, and one shall be the Vice President.
3. The President and Vice President stated in the preceding Clause shall be the Representative Directors according to the General Corporation Act.

Article 27 (Nomination of Officers)

Directors and Auditors shall be nominated from among the representatives by resolution of the Board of Representatives.

2. The President and Vice President shall be selected from among the Directors by resolution of the Board of Directors.
3. Auditors shall not serve simultaneously as Directors and employees of JSIN.

Article 28 (Duties and Authority of Directors)

The Board of Directors shall be composed of Directors who shall execute the duties stipulated in law and the Articles of Incorporation.

2. The President shall represent JSIN and execute the duties stipulated in law and the Articles of Incorporation.
3. The Vice President shall assist the President in the execution of the said duties and shall execute the duties as a proxy in the event that the President is absent or suffers an accident.
4. The President, Vice President, and Executive Directors (Directors who execute the duties of JSIN selected by the Board of Directors; same below) must report the status of the execution of their duties to the Board of Directors at least twice each fiscal year in intervals exceeding four months.

Article 29 (Duties and Authority of Auditors)

Auditors shall audit the execution of the duties of Directors and shall create audit reports as stipulated by law.

2. Auditors may at any time inspect the business and assets of JSIN by requesting business reports from Directors and employees.

Article 30 (Term of Office of Officers)

The term of office of Directors shall continue until the conclusion of the general meeting of the Board of Representatives for the last business year, which ends within two years from the time of their nomination. There shall be no hindrance to reappointment. However, this shall be limited to two consecutive terms.

2. The term of office of Auditors shall continue until the conclusion of the general meeting of the Board of Representatives for the last business year, which ends within four years from the time of their nomination. There shall be no obstacle to reappointment. However, continuation in office shall be limited to two terms.
3. The term of office of Directors or Auditors nominated as substitutes for Directors or Auditors terminated before the conclusion of the term of office shall be until the conclusion of the term of office of the predecessor. The term of office of supplementary Directors shall be the same as the remaining term of office of other Directors.
4. When the number of Directors or Auditors is below the number stipulated in Article 26, the Director or Auditor may retain the rights of Director or Auditor even after the conclusion of the term of office or termination due to resignation until the appointment of a new candidate.

Article 31 (Dismissal of Officers)

Directors and Auditors may be dismissed by a resolution of the Board of Representatives. However, the dismissal of an Auditor must be effected by at least a two-thirds majority of the votes of all members and with at least one-half of the total number of members.

Article 32 (Remuneration, etc.)

Directors and Auditors shall not receive remuneration.

2. Notwithstanding the preceding Clause, Directors and Auditors shall receive payments for necessary expenses incurred in the execution of their duties.

Article 33 (Liability to Compensate for Damages)

Notwithstanding General Corporation Act Article 112 that stipulates exemption from liability to compensate for damages for Directors and Auditors concerning JSIN, there shall be no exemption from the liability for compensation for damages without the agreement of all Full Members.

Article 34 (Partial Exemption from Liability for Compensation for Damages)

Notwithstanding the stipulations of the preceding Article, JSIN may, by resolution of the Board of Directors within legal limits, exempt Directors or Auditors (including those who were Directors or Auditors) from the liability for compensation for damages due to negligence in the performance of duties based on the stipulations of General Corporation Act Article 114 (1).

2. Notwithstanding the foregoing stipulations, JSIN may execute agreements with non-Executive Directors, etc., to limit liability for compensation for damages due to negligence in the performance of duties based on the stipulations of General Corporation Act Article 115 (1). However, the limits of the liability based on such agreements shall be the minimum amount of liability stipulated in General Corporation Act Article 113.

Chapter 7 Board of Directors

Article 35 (Composition)

A Board of Directors shall be positioned in JSIN.

2. The Board of Directors shall comprise all Directors.

Article 36 (Authority)

The Board of Directors shall carry out the following duties.
（1）Determining the execution of JSIN duties
（2）Supervising the execution of duties of Directors
（3）Selection and dismissal of the President, Vice President, and Executive Directors

Article 37 (Convocation)

The Board of Directors shall be convened by the President.

2. he Board of Directors shall be convened by the Vice President if the President is absent or suffers an accident.
3. Directors other than the President may request the convocation of the Board of Directors after demonstrating that it is for a matter that requires a meeting of the Board of Directors.
4. Within five days of the day a request is made in line with the preceding Clause, if no notification has been issued to convene the Board of Directors within two weeks or less, the Director who made the request may convene the Board of Directors.

Article 38 (Chairperson)

The President of Directors shall be the President.

Article 39 (Resolutions)

Resolutions of the Board of Directors shall be effected by the majority with at least one-half in attendance, excluding Directors who have a special interest in the resolution.

2. If a Director proposes an item that requires a resolution by the Board of Directors, and all Directors have stated their agreement with the proposal either in writing or by electromagnetic means, it shall be deemed that a resolution of the Board of Directors has been passed approving the said proposal. However, this does not apply if an Auditor has objected to the proposal.

Article 40 (Omission of Reports to the Board of Directors)

When a Director or Auditor notifies all Directors and Auditors of matters that should be reported to the Board of Directors, it shall not be necessary to report the said matters to the Board of Directors.

2. The stipulations of the preceding Clause do not apply concerning reports stipulated in Article 28 (4).

Article 41 (Minutes)

Minutes must be produced for the proceedings of the Board of Directors.

2. Representative Directors and Auditors who attend the Board of Directors meetings shall be signatories to the minutes stated in the preceding Clause and shall affix their names and seals thereto.

Chapter 8 Committees

Article 42 (Committees)

A Committee may be formed by resolution of the Board of Directors when deemed necessary for the efficient management of JSIN business.

2. Committee members shall be nominated by the representatives of the Board of Directors. However, if necessary, there shall be no obstacle to nominating members who are not representatives.
3. In addition to the preceding Clause, necessary matters relating to the duties, composition, and management of the Committee shall be stipulated separately by resolution of the Board of Directors.

Chapter 9 General Assembly

Article 43 (General Assembly)

A General Assembly shall be established for viewpoints on important matters relating to the management of JSIN to be stated to the Board of Directors and Board of Representatives.

2. The General Assembly shall be composed of Full Members.
3. The General Assembly shall be held at least once each fiscal year.
4. The General Assembly shall be convened by the President.
5. The management of the General Assembly and other necessary matters shall be stipulated separately by the Board of Directors.

Chapter 10 Academic Conferences

Article 44 (Academic Conferences)

JSIN shall hold academic conferences once each fiscal year.

Article 45 (Academic Conference Chairperson)

An academic conference chairperson (“Chairperson” hereafter) shall be positioned within JSIN to supervise the academic conferences.

2. The Chairperson shall be elected by a resolution of the Board of Representatives.
3. The Chairperson's term of office shall be from the date of nomination until the last day of the fiscal year in which the academic conference is held.

Chapter 11 Assets and Accounting

Article 46 (Fiscal Year)

The fiscal year of JSIN shall start on April 1 each year and shall end on March 31 of the following year.

Article 47 (Business Plans and Income and Expenditure Budgeting)

JSIN business plans and income and expenditure budgets shall be produced by the President and must be approved by the Board of Representatives through resolution by the Board of Directors. The same applies to any changes that are made.

Article 48 (Business Reports and Statements)

With regard to the business reports and statements of JSIN, the President shall prepare the following documents within three months of the conclusion of each fiscal year. Following an audit by the Auditors, the said documents shall be submitted to a Regular Board of Representatives meeting following approval by the Board of Directors. The contents of the document in Item 1 shall be reported, and the documents in Items 3 and 4 must be approved.
（1）Business reports
（2）Annexed detailed statement to the business report
（3）Balance sheet
（4）Statement of changes in net assets
（5）Annexed detailed statement to the balance sheet and statement of changes in net assets

2. In addition to the documents in the preceding Clauses, audit reports shall be kept in the principal office for five years. The Articles of Incorporation and member registry shall also be kept in the principal office.
3. Of the documents in Clause 1 that have been approved, Item 3 (balance sheet) shall be made public without delay after the ordinary meeting of the Board of Representatives.

Article 49 (Limitations on Disposal of Surplus)

JSIN may not distribute any surplus.

Chapter 12 Changes to the Articles of Incorporation and Dissolution

Article 50 (Changes to the Articles of Incorporation)

The Articles of Incorporation may be changed by resolution of the Board of Representatives.

Article 51 (Dissolution)

JSIN may be dissolved by resolution of the Board of Representatives for reasons stipulated by law.

Article 52 (Ownership of Residual Assets)

Residual assets that remain if JSIN goes into liquidation shall be gifted to corporations stated in Article 5 (17) of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation or to local or national governments following the resolution of the Board of Representatives.

Chapter 13 Method of Publication

Article 53 (Method of Public Notice)

Public notice shall be made by JSIN using electronic public notice.

2. The method used shall be published in the Official Gazette in the case of being unable to use electronic public notice in line with the preceding Clause due to an accident or other unavoidable circumstances.

Chapter 14 Supplementary Provisions (Omitted)

Detailed Enforcement Regulations for the Japanese Society for International Nursing Articles of Incorporation

Chapter 1 General Provisions

Article 1 (Purpose)

The Detailed Enforcement Regulations for the Articles of Incorporation (“Detailed Regulations” hereafter) stipulate the necessary matters relating to the enforcement of the Japanese Society for International Nursing (“JSIN” hereafter) Articles of Incorporation and to the management and administration of JSIN.

Chapter 2 Executive Office

Article 2 (Executive Office)

The Executive Office of JSIN is located at Park Heights Ikebukuro 1105, Higashi-Ikebukuro 1-17-11, Toshima City, Tokyo 170-0013. The Executive Office shall be the address of JSIN.

Chapter 3 Admission Fees and Annual Fees

Article 3 (Admission Fees and Annual Fees)

Admission Fees and Annual Fees for JSIN shall be as follows.
（１）Full Members
　①General Members
　1) Admission Fee of 2,000 JPY
　2) Annual Fee of 8,000 JPY
　②Student Members (except Graduate Students)
　1) Admission Fee of 2,000 JPY
　2) Annual Fee of 5,000 JPY
　③Supporting Members
　1) Admission Fee None
　2) Annual Fee Single Unit of 50,000 JPY (Single Unit or more)

Chapter 4 Committee

Article 4 (Establishment)

Based on the provision of Article 42 of the Articles of Incorporation, JSIN shall establish standing Committees and Special Committees when necessary.
（１）Standing Committees
①General Committee
②Accounting Committee
③PR Committee
④Gazette Editing Committee
⑤Educational/Training Activities Committee
⑥Research Committee
⑦International Activities Committee
⑧Other Committees deemed to be necessary by the Board of Directors
（２）Special Committees
①Research Ethics Investigation Committee
②Election Management Committee
③Academic Award and Encouragement Award Screening Committee
④Other Committees deemed to be necessary by the Board of Directors

Article 5 (Composition)

Committees shall be composed of one (1) Chairperson and members. The number of members shall be as stipulated for each Committee and shall be elected by the Board of Directors. Directors shall be assigned as Chairpersons.

Article 6 (Term of Office)

The term of office of a Standing Committee member shall be two (2) years. However, there shall be no obstacle to reappointment. In the case of a shortfall in the number of members, supplementary members may be added, in which case the term of office shall be the remaining term of office of the predecessor.

Chapter 5 Revision of the Detailed Enforcement Regulations of the Articles of Incorporation

Article 7 (Revisions)

Revisions to or abolishment of the Detailed Regulations may be performed by resolution of the Board of Directors.

2. Notwithstanding the preceding Clause, matters relating to Admission Fees and Annual Fees must pass through a resolution of the Board of Representatives following deliberations by the Board of Directors.

Chapter 6 Miscellaneous Provisions

Article 8 (Matters Not Stipulated Herein)

Matters not stipulated in the Detailed Regulations shall be according to bylaws enacted by the Board of Directors or by resolution of the Board of Representatives.