Articles of Association
Chapter 1: General Provisions
(Name)
| Article 1 | This organization shall be called "Japan Robotic Surgery Society" in Japanese and displayed as "The Japanese Society for Robotic Surgery" in English. |
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(Purpose)
| Article 2 | The purpose of this organization is to serve as a forum for research presentation, knowledge exchange, and liaison between members and with related academic societies in the field of robotic surgery, thereby contributing to its progress and the advancement of academic culture. To achieve this purpose, the following activities shall be conducted.
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(Principal Office Location)
| Article 3 | The principal office of this organization shall be located in Minato-ku, Tokyo. |
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(Methods of Public Notice)
| Article 4 | Public notices of this organization shall be posted on the bulletin board at the office. |
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Chapter 2: Members
(Admission)
| Article 5 | Individuals who agree with the purpose of this organization and apply for membership shall be admitted. |
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| ② | Membership requires submission of the prescribed form and approval by the Representative Director. |
(Expense Liability)
| Article 6 | Members shall bear the necessary expenses for fulfilling the objectives of this organization. |
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| ② | The amount of such expenses shall be determined by a resolution of the General Meeting of Members. |
| ③ | No refund shall be provided for expenses already paid, regardless of the circumstances. |
(Resignation)
| Article 7 | Members may resign at any time by giving at least one month’s advance notice. |
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| ② | Additionally, resignation may occur due to:
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(Expulsion)
| Article 8 | If a member damages the reputation of the organization, acts contrary to its purpose, or breaches member duties, the General Meeting of Members may, after affording an opportunity for defense, expel the member. |
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(Member Register)
| Article 9 | This organization shall prepare a register containing the names and addresses of its members. |
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Chapter 3: General Meeting of Members
(General Meeting of Members)
| Article 10 | The General Meeting of Members of this organization shall consist of the Regular General Meeting of Members and Extraordinary General Meeting of Members. The Regular General Meeting of Members shall be held within three months after the end of each business year, and the Extraordinary General Meeting of Members shall be held as necessary. |
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(Convocation)
| Article 11 | The General Meeting of Members shall be convened by the Representative Director based on a decision by the Board of Directors. |
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| ② | Notice of the General Meeting of Members shall be given in writing at least five days prior to the meeting, specifying the date, time, place, and purpose of the meeting. |
(Voting Rights)
| Article 12 | Each member shall have one vote. |
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(Chairperson)
| Article 13 | The chairperson of the General Meeting of Members shall be the Representative Director. If the Representative Director is unable to act, another director shall act as chairperson in the order previously determined by the Board of Directors. |
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(Resolution Method)
| Article 14 | Resolutions of the General Meeting of Members shall be adopted by a majority of the votes of the members present, provided that a majority of the total voting rights of all members is present, unless otherwise provided by law. |
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| ② | Notwithstanding the provisions of the preceding paragraph, resolutions of the General Meeting of Members as set forth in Article 49, Paragraph 2 of the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the "Act") shall be adopted by a majority of the total number of members and by at least two-thirds of the total voting rights of all members. |
(Minutes)
| Article 15 | Minutes of the General Meeting of Members shall be prepared, containing the following items.
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| ② | The minutes shall be signed or sealed by the person who prepared them and kept at the principal office of the organization for ten years. |
Chapter 4: Directors and Representative Director
(Number of Directors)
| Article 16 | The number of directors of this organization shall be one or more. |
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(Qualifications)
| Article 17 | Directors of this organization shall be elected from among the members at the General Meeting of Members. However, if necessary, directors may be elected from outside the membership. |
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| ② | The total number of directors who are related to each other as spouses or within the third degree of kinship or other special relationships shall not exceed one-third of the total number of directors. |
(Term of Office)
| Article 18 | The term of office of directors shall expire at the conclusion of the Regular General Meeting of Members relating to the final business year ending within two years after their election. |
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| ② | The term of office of a director elected to fill a vacancy or to increase the number of directors shall be the remaining term of office of the predecessor or other incumbent directors. |
(Representative Director)
| Article 19 | This organization shall have one President, who shall be determined by a resolution of the General Meeting of Members. |
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| ② | The President shall be the Representative Director under the Act and shall oversee the duties of this organization. |
(Remuneration of Directors)
| Article 20 | The remuneration, bonuses, and other financial benefits received by directors from this organization as compensation for their duties shall be determined by a resolution of the General Meeting of Members. |
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Chapter 5: Fund
(Solicitation of Fund Subscribers)
| Article 21 | This organization may solicit subscribers for the fund. |
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(Provisions on the Rights of Fund Contributors)
| Article 22 | The contributed fund shall not be returned until the agreed date with the fund contributors. |
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(Procedures for Returning the Fund)
| Article 23 | The total amount of the fund to be returned to the fund contributors shall be determined by a resolution of the Regular General Meeting of Members, and the fund shall be returned in accordance with the decision of the Representative Director. |
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Chapter 6: Accounting
(Business Year)
| Article 24 | The business year of this organization shall be from January 1 to December 31 of each year. |
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(Prohibition of Distribution of Surplus)
| Article 25 | This organization shall not distribute any surplus. |
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Chapter 7: Amendments to the Articles of Association and Dissolution
(Amendments to the Articles of Association)
| Article 26 | Amendments to these Articles of Association shall be made by a resolution of the General Meeting of Members. |
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| ② | Such resolution shall be adopted by a majority of the total number of members and by at least two-thirds of the total voting rights of all members. |
(Dissolution)
| Article 27 | This organization shall be dissolved by a resolution of the General Meeting of Members. |
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| ② | Such resolution shall be adopted by a majority of the total number of members and by at least two-thirds of the total voting rights of all members. |
(Liquidation and Attribution of Residual Assets)
| Article 28 | In the event of dissolution, the residual assets of this organization shall be donated to the national or local government or to the following organizations.
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Chapter 8: Supplementary Provisions
(Matters Not Provided for in the Articles of Association)
| Article 29 | All matters not provided for in these Articles of Association shall be governed by the Act and other applicable laws and regulations. |
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