Bylaws of Institute of Complex Medical Engineering
CHAPTER I GENERAL PROVISIONS
Name
Article 1 The name of the organization shall be Kokusai Fukugo Iko Gakkai (hereinafter referred to as the “Institute”).
2 The Institute shall be rendered in English as the Institute of Complex Medical Engineering (ICME).
Office
Article 2 The principal office of the Institute is located in Okayama-shi, Okayama.
CHAPTER II PURPOSE AND BUSINESS
Purpose
Article 3 The Institute aims to contribute to the dissemination of results of research in complex medical engineering and related areas, promoted through exchange of knowledge and technology and cultivation of mutual friendship among persons who are interested in complex medical engineering.
Businesses
Article 4 To achieve the purpose described in Article 3 above, the Institute shall engage in the following business activities:
(1) Holding of academic meetings and other similar events
(2) Publication of collections of papers, journals, research materials, and other materials
(3) Mutual communication and cooperation among members in relation to research
(4) Cooperation with related domestic and foreign academic organizations
(5) Other business activities to achieve the purpose of the Institute
2 The business activities set forth in Paragraph 1 above shall be conducted in Japan and overseas.
CHAPTER III MEMBERS AND EMPLOYEES
Composition of Members
Article 5 The Institute shall have the following kinds of members:
(1) Regular Member Individual person who has specialized knowledge or considerable experience in the business field of the Institute
(2) Student Member Individual person who is pursuing any educational program related to the business field of the Institute at a school, university, or graduate school that provides such a program
(3) Corporate (Supporting) Member Individual person or entity that agrees on, and supports, the business of the Institute
(4) Fellow Member Regular Member who has considerable achievements in the development of science technology in a field in which the Institute is involved, or has significantly contributed to the management and development of the Institute
(5) Honorary Member Individual person who has special achievements in the business field of the Institute and has been nominated following a resolution at the General Meeting
(6) Adviser Individual person who provides dedicated advice in the business field of the Institute in the course of execution of business by the Institute
2 Councilors shall be elected from among Regular Members in accordance with the Detailed Regulations for Election of Councilors.
3 The term of office of Councilors shall be two (2) years and shall run until the close of the Ordinary General Meeting pertaining to the last fiscal year that ends within two (2) years following their election; however, the term may be extended if approved at the General Meeting.
4 Any Councilor position that has become vacant due to resignation or any other event shall be filled in accordance with the provisions of the Detailed Regulations for Election of Councilors. The term of office of a Councilor elected to fill a vacancy shall run until the end of the term of office of the Councilor who stepped down before expiration of his/her term of office.
5 Any Student Member who wishes to become a Regular Member may become such upon graduation or completion of his/her school course.
Admission
Article 6 Any person who wishes to become a Regular Member, Student Member, or Corporate Member shall obtain approval from the Board of Directors by submitting the relevant application form provided by the Institute. Any person who wishes to become a Student Member shall submit a copy of his/her student identification card together with an application form.
Payment of Membership Fee
Article 7 Members shall pay a membership fee, which will be applied to the ordinary expenses arising in the course of the Institute’s business activities.
2 Membership fees already paid are nonrefundable.
3 Membership fees shall be paid in advance on a yearly basis in principle; however, a one-time payment for multiple years is also acceptable.
4 If a member is disqualified from membership, the member shall pay any outstanding membership fees.
5 Any member who intends to withdraw from the Institute shall pay the membership fee in full and submit a notice of withdrawal, stating their reason for withdrawal.
Voluntary Withdrawal
Article 8 Members may voluntarily withdraw from the Institute at any time by submitting a notice of withdrawal to the Board of Directors; however, they shall not be released from their obligations yet to be performed.
Expulsion
Article 9 The Institute may, by a resolution of the General Meeting, expel any member who has:
(1) breached these Bylaws or other regulations of the Institute;
(2) disgraced the Institute or acted in any way to interfere with the business of the Institute;
(3) breached their duties as a member;
(4) failed to pay membership fees for two (2) years or more; or
(5) come to deserve expulsion for any other justifiable reason.
2 When a resolution for expulsion of a member is made at the General Meeting, an opportunity must be given to the member to excuse, in advance of the resolution. Procedures therefor shall be separately prescribed.
Disqualification from Membership
Article 10 In addition to the cases prescribed in Article 8 and Article 9 above, a member shall be disqualified from membership if he/she:
(1) withdraws from the Institute;
(2) becomes an adult ward;
(3) dies, is adjudicated as a missing person, or dissolves; or
(4) is expelled.
No Return of Contributed Funds and Goods
Article 11 In the case of withdrawal or expulsion of a member, the member may not be granted return of funds or goods already contributed.
CHAPTER IV GENERAL MEETING
Composition
Article 12 The General Meeting shall consist of all Councilors, and each Councilor shall have one (1) voting right at the General Meeting.
Authority
Article 13 The General Meeting may make resolutions only on matters prescribed in these Bylaws.
Holding of Meeting
Article 14 The General Meeting shall be classified into an Ordinary General Meeting and an Extraordinary General Meeting. The Ordinary General Meeting shall be held once during each fiscal year, and the Extraordinary General Meeting will be held as needed.
Convocation
Article 15 Except as otherwise provided for by laws and regulations, the General Meeting shall be convened by the Chief Director under a resolution of the Board of Directors.
Chairperson
Article 16 The General Meeting shall be presided over by the Chief Director.
Resolution
Article 17 Except as otherwise provided for by laws and regulations, resolutions of the General Meeting shall be adopted according to the majority of votes cast by the Councilors present, who shall represent at least a majority of the aggregated voting rights of all Councilors.
Vote in Writing, Etc.
Article 18 Any Councilor who is not able to attend a General Meeting may, with respect to subjects highlighted in advance, exercise his/her voting rights in writing or by electromagnetic means, or appoint any other Councilor as his/her proxy to exercise his/her voting rights. Any Councilor who exercises his/her voting rights by the methods outlined above shall be deemed to have attended the General Meeting, in line with the provision of Article 17 above.
Omission of Resolution
Article 19 If all Councilors express their agreement in writing or by electromagnetic means to a proposal made by a Director or Councilor on an issue to be resolved at the General Meeting, the proposal shall be deemed to have been adopted by a resolution of the General Meeting.
Minutes
Article 20 Proceedings of the General Meeting shall be recorded in minutes in accordance with the provisions of laws and regulations.
CHAPTER V OFFICERS
Appointment of Officers
Article 21 The Institute shall have the following officers:
(1) Directors: Not less than three (3) persons
(2) Auditors: Not more than two (2) persons
2 One (1) Representative Director shall be elected from among the Directors by a resolution of the Board of Directors.
3 One (1) Chief Director and not less than one (1) Assistant Chief Director shall be elected from among the Directors by a resolution of the Board of Directors. The Representative Director may concurrently serve as the Chief Director or the Assistant Chief Director.
Election of Officers
Article 22 Directors and Auditors shall be elected from among the Councilors by a resolution of the General Meeting.
Duties and Authorities of Directors
Article 23 Directors shall constitute the Board of Directors and perform their duties in accordance with the provisions of laws and regulations and the Bylaws herein.
2 The Representative Director shall represent the Institute in accordance with the provisions of laws and regulations and the Bylaws herein.
3 The Chief Director shall supervise the operations of the Institute.
4 The Assistant Chief Director shall support the Chief Director and, in the absence or disability of the Chief Director, perform the Chief Director’s duties.
Duties and Authorities of Auditors
Article 24 Auditors shall audit execution of duties by Directors and prepare audit reports in accordance with the provisions of laws and regulations.
2 Auditors may, at any time, request Directors to report on business activities and inspect the status of the operations and assets of the Institute.
Term of Office
Article 25 The term of office of Directors shall be until the close of the Ordinary General Meeting pertaining to the last fiscal year that ends within two (2) years following their election; however, nothing in this article shall prevent any Director from being re-appointed; further, the term may be extended if approved at the General Meeting.
2 The term of office of Auditors shall be until the close of the Ordinary General Meeting pertaining to the last fiscal year that ends within two (2) years following their election; however, nothing in this article shall prevent any Auditor from being re-appointed; further, the term may be extended if approved at the General Meeting.
Dismissal of Officer
Article 26 The Institute may dismiss any officer by a resolution of the General Meeting.
Compensation for Officers, Etc.
Article 27 No compensation is payable to officers.
2 The Institute may reimburse officers for expenses incurred through performance of their duties.
3 Matters arising in connection with the treatment prescribed in Paragraph 2 above shall be decided by a resolution of the General Meeting.
CHAPTER VI BOARD OF DIRECTORS
Composition
Article 28 The Institute shall have a Board of Directors.
2 The Board of Directors shall consist of all Directors.
Authority
Article 29 In addition to duties separately provided for in these Bylaws, the Board of Directors shall perform the following duties:
(1) Make decisions pertaining to the execution of business activities by the Institute
(2) Establish, amend, and abolish regulations on business activities as required
(3) Supervise the performance of duties by Directors
(4) Election and dismissal of the Representative Director, the Chief Director, and the Assistant Chief Directors
Convocation
Article 30 Meetings of the Board of Directors shall be convened by the Chief Director.
Chairperson
Article 31 Meetings of the Board of Directors shall be presided over by the Chief Director.
Quorum
Article 32 Except as otherwise provided for in these Bylaws, resolutions of the Board of Directors shall be adopted according to the majority of votes cast by the Directors present, who shall represent at least a majority of the aggregated voting rights of all Directors entitled to participate in the respective votes.
2 Any Directors who have a special interest in a resolution may not participate in the vote.
Omission of Resolution
Article 33 If all Directors entitled to participate in a vote on a proposal made by a Director on a matter to be resolved at a meeting of the Board of Directors express their agreement to the proposal in writing or by electromagnetic means, the proposal shall be deemed to have been adopted by a resolution of the Board of Directors.
Minutes
Article 34 Proceedings of meetings of the Board of Directors shall be recorded in minutes in accordance with the provisions of laws and regulations.
Article 7 Funds
Contribution of Funds
Article 35 The Institute may request members or third parties to contribute funds.
2 Solicitation, allotment, payment, and other procedures related to the contribution of funds shall be decided by a resolution of the Board of Directors.
3 Contributed funds are nonrefundable until the date agreed on between the Institute and the respective contributors.
4 Refunds provided to contributors shall be made according to the entire amount agreed under a resolution of the Ordinary General Meeting.
CHAPTER VIII ASSETS AND ACCOUNTING
Fiscal Year
Article 36 The fiscal year of the Institute shall commence on April 1 and end on March 31 of the following year.
Business Plan and Cash Budget
Article 37 A business plan and cash budget for the Institute must be prepared by the Chief Director and approved by the Board of Directors no later than the day immediately preceding the first day of each fiscal year. The same shall apply in the case of changes to this plan or budget.
Business Reporting and Settlement of Accounts
Article 38 With respect to business reporting and settlement of accounts of the Institute, a report must be prepared by the Chief Director after the end of each fiscal year, be audited by Auditors, and, following approval by the Board of Directors, be submitted to the Ordinary General Meeting for approval thereat.
Nonprofit Organization
Article 39 The Institute shall not distribute surplus funds.
CHAPTER IX SECRETARIAT
Secretariat
Article 40 For administration of clerical work, the Institute shall have a secretariat and appoint a Secretary-General and other staff.
2 Election and dismissal of the Secretary-General must be conducted at a meeting of the Board of Directors.
CHAPTER X SUPPLEMENTARY PROVISION
Regulations
Article 41 Except as provided for in these Bylaws, matters related to management of the Institute shall be governed by regulations established by the Board of Directors.
Detailed Regulations for Election of Councilors of the Institute of Complex Medical Engineering
CHAPTER I GENERAL PROVISIONS
Application
Article 1 These detailed regulations provide for matters necessary for the election of Councilors pursuant to Article 5 of the Articles of Incorporation of the Institute of Complex Medical Engineering (hereinafter referred to as the “Institute”).
Classification of Councilors
Article 2 Councilors shall be elected by approval at the General Meeting on the basis of nomination by the Board of Directors.
Term of Office
Article 3 The term of office of Directors shall be until the close of the Ordinary General Meeting pertaining to the last fiscal year that ends within two (2) years following their election; however, nothing in this article shall prevent any Director from being re-appointed.
Public Announcement
Article 4 Public announcement on the election of Councilors shall be made via the Institute’s website.
CHAPTER II Election of Councilors
Election
Article 5 Councilors shall be elected at the General Meeting of Employees on the basis of nomination by the Board of Directors.
Number of Councilors
Article 6 The Institute shall have fifty (50) or more, but less than one hundred (100), Councilors.
2 The number of Councilors shall be decided by the Board of Directors prior to the election of Councilors.
Nomination Criteria
Article 7 The Board of Directors may nominate candidate Councilors from among Regular Members who have contributed to the development of the Institute at the General Meeting of Employees by reference to the following criteria:
(1) Researchers who have contributed to complex medical engineering
(2) Researchers who have contributed to the development of education, research, complex medical engineering, or other related fields
(3) Regular Members who have achieved superior performance
Screening and Nomination Procedures
Article 8 Based on the criteria set forth in Article 7 above, each Director may nominate appropriate persons by submitting the relevant form to the Board of Directors.
2 Prior to nomination of candidates at the General Meeting of Employees, the Representative Director shall confirm whether the respective candidates are willing to be Councilors.
Term of Office
Article 9 Councilors whose term of office has expired may continue to serve as Councilors in the following term by obtaining approval at the General Meeting of Employees following nomination by the Board of Directors.
Public Announcement of Councilors Elected at General Meeting
Article 10 The Representative Director shall promptly announce Councilors elected, pursuant to Article 8 and Article 9.
CHAPTER III SUPPLEMENTARY PROVISIONS
Supplementary Provisions
Article 11 Except as provided for in the Articles of Incorporation and these Detailed Regulations for Election of Councilors, matters necessary for the management and election of Councilors may be decided at the General Meeting following deliberations by the Board of Directors.
Amendment to Detailed Regulations
Article 12 Any amendment to these detailed regulations must be approved at the General Meeting following deliberations by the Board of Directors.
2 These detailed regulations shall come into force on September 25, 2013.
Detailed Regulations on Membership Fees of the Institute of Complex Medical Engineering
CHAPTER I PURPOSE
Article 1 These detailed regulations provide for matters related to membership fees.
CHAPTER II MEMBERSHIP FEES
Article 2 Annual membership fees payable to the Institute shall be five thousand (5,000) yen per member in the case of Regular Members, two thousand (2,000) yen per member in the case of Student Members, and an integral multiple of fifty thousand (50,000) yen per member in the case of Corporate (Supporting) Members; however, Honorary Members and Advisers shall not be required to pay membership fees, pursuant to Article 7 of the Articles of Incorporation.
CHAPTER III MEMBERSHIP FEE EXEMPTION SYSTEM
Article 3 If a member has a reason for exemption from the annual membership fee, the member may be exempted upon approval at the General Meeting following deliberations by the Board of Directors.
CHAPTER IV AMENDMENT TO REGULATIONS
Article 4 Except as separately provided for in these regulations, establishment of provisions necessary for the enforcement of these regulations, and amendment and abolition of such provisions, shall be decided by a resolution of the Board of Directors.
Article 5 Amendment and abolition of these detailed regulations shall be done following a resolution of the Board of Directors.
2 These detailed regulations shall come into force on September 25, 2013.