Articles of associaton

Chapter 1 -General rules

Article 1 -Name

The name of the Association is Specified Non-Profit Corporation JORTC (The abbreviation of Japanese Organization for Research and Treatment of Cancer)

Article 2 -Location of the office

The Association has its principle offices at Estate SEIWA 206, 1-5-9 Yanaka,Taito-ku,Tokyo, JAPAN.

Article 3 -Aims

The Association aims for the establishment of standard cancer treatment and its propagation which lead to the promotion for health, medical, and welfare systems.
The Association undertakes affairs to support physicians and researchers in conducting clinical trials, including support for protocol-writing, data management and statistical consideration to maintain and guarantee the quality of clinical trials, and organizing and operating a third-party supervisory /management system to give a-priori assessment of protocols as well as to monitor and evaluate the progress, safety, and efficacy of clinical research. The Association fulfills its tasks efficiently, intensively, and constantly and makes knowledge acquired through the operation open to the public.

Article 4 -Types of registered non-profit activity

The Association engages in the following categories of specified non-profit activities.
（１）Activities to promote health and medical care or welfare services

Article 5 -Operation

In accordance with Articles 3, the Association engages in the following affairs.
（１）Providing support for protocol-writing related to cancer research and treatment
（２）Data management and statistical consideration to maintain / guarantee the quality of clinical trials related to cancer research and treatment
（３）Organizing and operating a third-party supervisory /management system to give a-priori　assessment of protocols as well as to monitor and evaluate progress, safety, and efficacy of clinical trials related to cancer research and treatment
（４）Providing information about clinical trials related to cancer research and treatment
（５）Other affairs essential to accomplish the aims of the association

Chapter 2 -Members

Article 6 -Categories of membership

The Association has the following two categories of membership. Full members shall be deemed as its staff under the Law for the Promotion of Registered Non-profit Organization (hereafter “the Law”).
（１）Full member：individuals who endorse the objectives of the Association and have joined to cooperate in the activities of the Association
（２）Supporting member：individuals or groups who endorse the objectives of the Association and have joined to support the Association

Article 7 Admission

１　There is no admission restriction.
２　Those who desire membership in JORTC are required to file an application to the Chair of the Board of Directors.
３　Applicants shall be accepted unless the Chair of the Board of Directors finds legitimate reasons for denial.
４　Should any applicants be denied admission to JORTC, the Chair of the Board of Directors shall swiftly notify them thereof by showing the reasons of the denial in a written form.

Article 8 Membership fee

The member shall pay an initiation fee and a membership fee of which amount are separately decided by the Board of Directors.

Article 9 -Cessation of membership

If any of the following circumstances applies to a member, the membership ceases.
（１）Submission of application for termination of membership
（２）Death, reported missing, or dissolution of the group
（３）Membership dues unpaid for one year or more
（４）Dismissal from membership

Article 10 Termination of membership

Membership shall be terminated by submitting a notice of withdrawal to the Chair of the Board of Directors.

Article 11 -Dismissal from membership

１　In the following cases, a resolution of a general meeting is permitted to dismiss a member.
（１）If a member has violated these Articles of Association
（２）If a member has damaged the reputation or acted against the aims of the Association.
２　2Before removing a member’s name off pursuant to the provision of the preceding Article, the member to be dismissed shall be given an opportunity for vindication.

Chapter 3-Officials

Article 12 -types and quorum

１　The Association has the following officials.
（１）1 three to nine Directors
（２）2 one to two Auditor(s)
２　2 Directors include one Chair of the Board of Directors and one or two Vice-chairs.

Article 13 -Election of officials

１　Directors and Auditors shall be elected at a general meeting.
２　The Chair of the Board of Directors and the Vice-chairs shall be elected by mutual election from among the directors.
３　No more than one of the Directors/Auditors shall be constituted by the Director/Auditor, his/her spouse and/or his/her relatives in the third degree of kinship. No more than one third of the officials shall be constituted by the official, his/her spouse and/or relatives of the officials in the third degree of kinship.
４　A person described in Article 20 is not allowed to hold any post of officials.
５　The Auditor is not allowed to hold neither the post of Director nor of a staff of the association.

Article 14 -Duties of officials

１　The Chair of the Board of Directors shall represent the Association and preside over its operations.
２　Directors other than the Chair of the Board of Directors shall not represent the Association with regard to its operations.
３　Vice-chairs shall assist the Chair of the Board of Directors, and act as deputy according to the procedure pre-arranged by the Board of Directors when the Chair of the Board of Directors is unavailable or if none is inaugurated.
４　Directors shall organize the Board of Directors and execute operations following these Articles of Associations / the resolution at the Board meetings / the resolution at general meetings.
５　Auditors shall perform the following duties:
（１）Auditors shall inspect the state of the directors’ execution of duties
（２）Auditors shall inspect the management of the Association’s property
（３）Auditors must report serious unlawfulness or violation of the law / the Articles of association revealed in the execution of their duty (2) to a general meeting or to a competent authority
（４）Auditors shall call for a general meeting to execute the duty (3) as needed
（５）Auditors shall offer opinions on the state of the directors’ execution of duties and the state of the Association’s property to the directors

Article 15 -Tenure of officials

１　The tenure of officials continues for two years. However, this provision does not prevent any official from reelected.
２　Irrespective of the provision of the preceding paragraph, the tenure of an official shall continue until the conclusion of the first regular general meeting since the expiration of his/her tenure in case that a successor is yet inaugurated.
３　The tenure of an official elected to fill vacancy or due to an increased post shall be the remaining tenure of its predecessor or that of fellow officials currently on duty.
４　Even after resigning or having served full term, an official shall fulfill its duties until its successor takes office.

Article 16 -filling of a vacancy

Vacant positions shall be supplemented without delay when more than one third of the fixed number of directors or auditors has become vacant.

Article 17 -Dismissal of officials

１　When an official falls in any of following descriptions, the official shall be dismissed with a resolution at a general meeting.
（１）When the official is found unable to perform duties due to a mental and/or physical disorder
（２）When the official is found infringing its duties or responsible for any offense that defames its post.
２　Before releasing an official from office pursuant to the provisions of (2) above, the official to be dismissed shall be notified thereof and given an opportunity for vindication.

Article 18 -Remuneration of officials

１　Remuneration is permitted to be paid to officials. The number of officials who are paid remuneration, however, shall not exceed one-third of the total number.
２　Officials are entitled to be reimbursed for necessary expenses incurred in performing their duties.
３　Necessary matters to practice the provisions of (2) above shall be separately prescribed by the Chair of Board of Directors after passing a resolution of the Board of Directors.

Chapter 4 -Meetings

Article 19 -Types of meetings

１　The meetings of JORTC include general meetings and Directors’meetings.
２　General meetings consist of ordinary and extraordinary meetings.

Article20 -Constituents of general meetings

General meetings are constituted by full members.

Article 21 -Functions of general meetings

General meetings determine the following matters.
（１）Amendments to the Articles of association
（２）Matters concerning dissolution and amalgamation of the Association
（３）Dismissal of the officials
（４）Creation and/or modification of an operation plan or a budget
（５）Operation reports and a statement of accounts
（６）Election and dismissal of the officials
（７）Ownership of residual assets in the case of dissolution of the association
（８）Other significant matters related to the operation of the affairs of the Association

Article 22 -Organization of meetings

１　An ordinary general meeting shall be held once a year.
２　An extraordinary general meeting shall be held in the event of any of the following conditions.
（１）When deemed necessary by Board of Directors and convened
（２）When requested by one-forth or more of the total number of full members in a written form, in which the purpose of the requested meeting is stated
（３）When convened by Auditor(s) pursuant to the Paragraphs 5(4), Article 14

Article 23 -Convocation of general meetings

１　Excluding the cases falling in Paragraph 2(3) of the preceding Article, the Chair of Board of Directors shall convene general meetings.
２　When a request is made pursuant to the provisions of Paragraphs 2(1) or (2), the Chair of Board of Directors shall promptly convene the meeting within 30 days.
３　When convening a general meeting, the members shall be notified thereof, at least five days before the meeting, in a written or electromagnetic form which specifies the time, date, the place, the purpose and the agenda of the meeting.

Article 24 -The chairperson of a general meeting

General meetings shall be chaired by one of the full members attending the meeting.

Article 25 -Quorum

A general meeting will be held when more than the majority of full members are in attendance.

Article 26 -Resolution

１　General meeting shall be authorized to decide the matters stipulated in Paragraphs 3 of Article 23.
２　The proceedings at general meetings are in accordance with the provisions of these Articles of association. However, proceedings at general meetings shall also be decided by affirmative majority vote of the full members in attendance or by the decision of chairperson in case of a tie in votes.

Article 27 -voting right at general meetings

１　All full members possess equal voting rights.
２　A full member who is not able to attend a general meeting for an unavoidable reason may exercise its vote in a written/electromagnetic form or by proxy on the issues notified beforehand. The proxy, however, shall be selected only among full members.
３　A full member who exercises its vote pursuant to the provision of Paragraph 2 above shall be deemed as attending the meeting in the application of the provisions of the preceding two Articles and the provision of Paragraph 1 in the following Article.
４　A full member with special interests in the resolution of the general meeting shall not be entitled to vote.

Article 28 -Meeting minutes

１　Meeting minutes must be prepared stating the following matters.
（１）Date, time and place of the meeting
（２）The total number of full members and the number of attendants (incl. those deemed present in a written/electromagnetic form or by proxy).
（３）Matters for decision
（４）Summary of the process of proceedings and resolution of the meeting
（５）Matters related to the election of signatories of the minutes
２　The minutes must be signed by at least two signatories elected among attendants of the meeting and the chairperson of the meeting.
３　If all full members manifest their intention to agree in writing or electromagnetically and a resolution is made thereby, the minute must include the following matters, irrespective of the preceding two provisions.
（１）Matters deemed to be resolved
（２）The name of a person / group who made the proposal resolved in the way described in the preceding provision.
（３）The date which such a resolution is made
（４）The name of a person involved in minutes making

Article29 -Constituents of board meetings

Board meetings are constituted by the directors.

Article 30 -Functions of board meetings

Further to the matters stipulated separately in these Articles of incorporation, board meetings deliberate and resolve on the following matters.
（１）Matters to be referred to the general meeting
（２）Matters concerning the execution of resolutions of the general meeting
（３）Other matters not requisite for the operating of the affairs of the Association

Article 31 -Organization of board meetings

Board meetings shall be held in the following conditions.
（１）When deemed necessary by the Chair of the Board of Directors
（２）When requested by the half or more of the total number of the directors in a written form, in which the purpose of the requested meeting is stated.

Article 32 -Convocation of board meetings

１　Board meetings are convened by the Chair of the Board of Directors.
２　When a request is made pursuant to the provisions of Paragraphs 1(2) of the preceding Article, the Chair of the Board of Directors shall promptly convene the meeting within 14 days.
３　In order to convene a board meeting, notice must be given to directors and auditors in writing or electromagnetic means not later than five days before the date of the meeting, indicating the matters that provide the purpose of the meeting and the date, time, and venue of the meeting.
４　Regardless of the preceding provision, board meetings shall be held after a shorter convening period or without convening process when requested and consented by all directors.

Article 33 -chairperson of board meetings

Board meetings are chaired by the Chair of the Board of Directors.

Article 34 -Resolutions of board meetings

１　Board meeting shall be authorized to decide the matters stipulated in Paragraphs 3 of Article 32. Other matters shall be authorized in case of emergency or omission of the convening process pursuant to the provision of Paragraph 4 of Article 32.
２　Resolutions shall be made by the majority of directors or by the chairperson of the meeting in case of a tie in votes.

Article 35 -voting right at board meetings

１　All directors possess equal voting rights.
２　A director who is not able to attend a board meeting for an unavoidable reason may exercise its vote in a written/electromagnetic form on the issues notified beforehand.
３　The member who exercises its vote pursuant to the provision of Paragraph 2 above shall be deemed as attending the meeting in the application of the provisions in the preceding Article and the provision of Paragraph 1 in the following Article.
４　A director with special interests in the resolution of a board meeting shall not be entitled to vote.

Article 36 -Board meeting minutes

１　Board meeting minutes must be prepared stating the following matters.
（１）Date, time and place of the meeting
（２）The total number of directors and the number and the name of attendants (including voters by a written/electromagnetic form and an additional remark thereof).
（３）The name of Auditors in attendance if any
（４）Matters for decision
（５）Summary of the process of proceedings and resolution of the meeting
（６）Matters related to the election of signatories of the minutes
２　The minutes must be signed by at least two signatories elected among attendants of the meeting and the chairperson of the meeting.

Chapter 5 -Assets

Article 37 -Assets

Assets of the Association consist of the following.
（１）Founding assets listed in the inventory as of the time of establishment
（２）Enrollment fee and membership dues
（３）Donations in money and in kind
（４）Income from assets
（５）Income from operations
（６）Other income

Article 38 -Classification of assets

Assets of the Association are related to specified non-profit activities and operations thereof.

Article 39 -Management of assets

The Chair of the Board of Directors is responsible for managing the properties in a manner decided by the vote at a board meeting.

Chapter 6 -Accounting

Article 40 -Principles of accounting

Accounting of the Association shall be made pursuant to the principles specified in the provisions of Article 27 of the Law.

Article 41 -classification of accounting

Accounting of the Association is for operations related to specified non-profit activities.

Article 42 -Fiscal year

A fiscal year of the association begins April 1 each year, and ends in March 31 of the following year.

Article 43 -Project and budget planning

The Chair of the Board of Directors prepares the statements of project and budget planning for each fiscal year, subject to approval of a general meeting.

Article 44 -Provisional budgets

１　If due to an unavoidable reason the budget of the Association was unable to be established, in the interim until a budget is established the Chair of the Board of Directors is permitted with an approved resolution of Board of Directors to dispose of income and expenditures in accordance with the budget for the previous fiscal year.
２　Disposition of income and expenditure referred to in the previous Paragraph are deemed to be income and expenditure of the newly established budget.

Article 45 -Reserve fund

１　Reserve fund shall be established for the case of overbalanced budget or extra-budgetary expenditures.
２　Expenditure of reserve fund must be approved thereof at a board meeting.

Article 46 -Additional budget and budget rectification

Due to unavoidable circumstances after budget establishment additional budged or budged rectification shall be allowed with the resolution thereof at a general meeting.

Article 47 -Operation reports and statements of accounts

１　The Chair of the Board of Directors prepares statements of accounts including operation reports, activity statements, statements of financial position, and an inventory of property upon the completion of each fiscal year without delays. Statements of accounts must be inspected by the Auditors and approved by a general meeting.
２　Surplus upon a settlement of accounts shall be carried over to the following fiscal year.

Article 48 -measures suited to the occasion

Extra-budgetary borrowings or sharing of new duties and renunciation of rights must be resolved by the Board meeting.

Chapter 7 -Amendments to the Articles of Association and dissolution and amalgamation of the Association

Article 49 -Amendments to the Articles of Association

１　The Articles of Association shall be revised when so decided by three-fourths or more of the whole attendants at a general meeting, and when so approved by the competent authorities for the matters specified in Paragraph 3, Article 25 of the Law.
（１）Aims of the Association
（２）the name of the Association
（３）types of specified non-profit activities and operation related to concerned specified non-profit activities
（４）the address of the capital office as well as other offices (amendments which involve the change of competent authority only)
（５）matters related to the acquisition / loss of qualification of the staffs
（６）matters related to the officials (except matters related to the quorum of officials)
（７）matters related to the meetings
（８）types of new operation and matters related the concerned new operation at the time of execution thereof
（９）matters related to dissolution of the Association (matters related to the persons who have ownership of residual assets only)
（１０）matters related to amendments to the Articles of Association
２　Amendments to the Articles of Association must be reported to the competent authorities (except amendments which require authentication from the competent authority).

Article 50- Dissolution

１　JORTC shall be dissolved for the following reasons.
（１）resolution thereof at a general meeting
（２）inability to operate targeted specified non-profit activities successfully
（３）absence of full members
（４）amalgamation
（５）the order for commencement of bankruptcy proceeding
（６）upon rescinding certification of founding the Association by the competent authority
２　Dissolution of the association due to item (1) in the preceding paragraph must be resolved by three-fourths or more of the full members at a general meeting.
３　Dissolution of the association due to item (2) in the first paragraph must be authenticated by the competent authority.

Article 51 -Ownership of residual assets

The residual assets owned by the association when dissolving shall be transferred, based on approval of a general meeting, to persons specified in Paragraph 3, Article 11 of the Law.

Article 52 -Amalgamation

The Association is permitted to be amalgamated when approved thereof by three-quarters of the full members as well as authenticated by the competent authority.

Chapter 8 -Public notices

Article 53 -public notices

Public notices of the Association shall be posted in the notice board of the association as well as in the official gazette Kampo.

Chapter 9 -Secretariat

Article 54-secretariat

１　A secretariat shall be established to organize the affairs of the association.
２　The Secretariat shall have a Secretary General and necessary staffs.

Article 55 -Appointment and dismissal of the secretary general and staffs

Appointment and dismissal of the secretary general and staffs shall be decided by the Chair of Board of Directors.

Article 56 -Organization and Operation

Necessary matters related to the organization / operation of the secretariat shall be decided by the Chair of Board of Directors upon the resolution of a Board meeting.

Chapter 10 -Miscellaneous

Article 57 -Detailed regulation

Matters necessary for the execution of these Articles of association are decided by the Chair of Board of Directors upon the resolution of a Board meeting.

Complementary provisions

１　These Articles of incorporation take effect on the date of establishment.
２　Officials at the founding are as follows.
　　Director General: Takuhiro Yamaguchi
　　Vice-president: Keisuke Ariyoshi
　　Vice-president: Tempei Miyaji
　　Director: Kota Kihara
　　Auditor: Setsu Kuboi
３　Irrespective of the paragraph 1 of Article 15, the tenure of the officials at founding commences on the founding date and continue until the following March 31st.
４　Irrespective of the stipulations of Article 42, the operation year at founding commences on the founding date and continues until the following March 31st.
５　Irrespective of the stipulations of Article 43, the operation plan and the budget at the founding are determined at the founding general meeting.
６　Irrespective of the stipulations of Article 8, amounts of membership dues at the founding are as follows.
（１）Enrollment fee
Full members: \10,000 per individual membership
Support members: \100,000 per individual and 100,000 per group
（２）Annual membership dues
Full members: \10,000 a share (from a share)
Support members: \10,000 a share (from a share) for individuals and \100,000 a share for a group (from a share)

Published：2012.12.03
Last updated：2012.12.03