Articles of Incorporation of the Japanese Association of Public Health
List of Articles of Incorporation and Regulations of the Japan Academy of Public Health
Chapter 1 General Provisions
(name)
Article 1 This corporation shall be called the Japan Association of Public Health, a General Incorporated Association.
(The office)
Article 2 The Corporation shall have its principal office in Shinjuku Ward, Tokyo.
(Method of public notice)
Article 3 The Corporation’s public notices shall be posted in a place at its principal office that is easily visible to the public.
Chapter 2 Objectives and Business
(the purpose)
Article 4 The purpose of the Corporation is to promote the advancement and development of public health science and the maintenance and promotion of national health, thereby contributing to the improvement of public health in our country.
(business)
Article 5 In order to achieve the objectives set out in the previous article, the corporation will carry out the following activities:
(1) Holding academic conferences, general assemblies, lectures, training sessions, etc. related to public health
(2) Publishing academic journals and books, and collecting and compiling materials related to public health
(3) Advice, education, and dissemination regarding the improvement of public health
(4) Education, training and certification of public health professionals
(5) Holding of a public health expert committee
(6) Public health research
(7) Other business activities necessary for the achievement of the Corporation’s objectives
2. The detailed rules necessary for carrying out the business set forth in the preceding paragraph shall be determined by the Board of Directors.
3. The business under paragraph 1 above shall be carried out throughout Japan and overseas.
(Business year)
Article 6 The Corporation’s fiscal year shall be one term per year, running from September 1st to August 31st of the following year.
Chapter 3 Members and Delegates
(Type of Member)
Article 7 The corporation shall have the following members:
(1) Ordinary Members: Those who agree with the purpose of the corporation and pay the membership fee set out separately.
(2) Honorary Members: Those who have made outstanding contributions to the corporation and who have been approved by the Board of Delegates.
(3) Student members are students (excluding graduate students) enrolled in a university or equivalent school, studying a subject related to public health, who agree with the purpose of the corporation and pay the membership fee set out separately. The method of joining is set out separately.
(4)Affiliate Members: Individuals who are engaged in public health-related work, agree with the purpose of the corporation, have not joined the corporation, fall under any of the following categories, and do not have the rights set forth in Article 9 of the Articles of Incorporation. The method of joining the corporation will be determined separately.
A. A person who is a member of an affiliated society of the National Council of Public Health-related Academic Societies (NCPSA) or a member of a constituent society of the Japanese Society of Social Medicine Specialists
A. Employees of national or local governments (including employees of related organizations)
(Regular Membership)
Article 8 Anyone who wishes to become an ordinary member must submit an application for membership, introduced by a delegate, along with the membership fee for the relevant year to the Chairman and obtain his/her approval.
2. Ordinary members must pay their membership fees by November 30 of the relevant year. However, new members must pay at the time of joining.
(Member's Rights)
Article 9 Ordinary Members and Honorary Members are entitled to submit research papers to the Society’s journal, “Japanese Journal of Public Health”, present their research at the Society’s general meetings, and receive the Society’s journal free of charge.
2 Ordinary members may exercise the following member rights against the Corporation as provided for in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “General Corporation Act”):
(1) Rights under Article 14, Paragraph 2 of the General Corporation Law (inspection of the articles of incorporation, etc.)
(2) Rights under Article 32, Paragraph 2 of the General Corporation Law (access to the employee register, etc.)
(3) Rights under Article 57, Paragraph 4 of the General Corporation Law (access to the minutes of the general meeting of members, etc.)
(4) Rights under Article 50, Paragraph 6 of the General Corporation Law (inspection of copies of agency certificates of members, etc.)
(5) Rights under Article 51, Paragraph 4 and Article 52, Paragraph 5 of the General Corporation Law (inspection of voting documents, etc.)
(6) Rights under Article 129, Paragraph 3 of the General Corporation Law (inspection of financial statements, etc.)
(7) Rights under Article 229, Paragraph 2 of the General Corporation Law (inspection of balance sheets, etc. of liquidating corporations)
(8) Rights under Article 246, Paragraph 3, Article 250, Paragraph 3, and Article 256, Paragraph 3 of the General Corporation Law (inspection of merger agreements, etc.)
(Withdrawal of membership)
Article 10 A member will lose his/her membership if he/she falls under any of the following items.
(1) When a member requests withdrawal.
(2) When membership fees are not paid by the end of the following fiscal year.
(3) When death occurs.
(4) When a member has been expelled due to conduct inappropriate for a member. However, provisions regarding expulsion shall be determined separately.
(Selection of Delegates)
Article 11 The Corporation shall have as its members under the General Corporation Law the representatives elected from the ordinary members by region and by function.
2 The fixed number of delegates by region shall be one for prefectures with up to 40 ordinary members, two for prefectures with between 41 and 80 ordinary members, and one additional delegate for each additional 80 or fraction thereof in the case of a prefecture with more than 80 ordinary members.
3 The fixed number of delegates by function shall be one for up to 40 ordinary members, two for 41 to 80 ordinary members, and one for each additional 80 or fraction thereof, in the case where the number of ordinary members exceeds 80, according to the functional division determined by the Delegate Meeting.
4. To elect delegates, a delegate election will be held among ordinary members. Detailed rules necessary for the election of delegates will be decided separately through a discussion at the Delegate Meeting.
5. Delegates must be selected from among ordinary members. Ordinary members may run for election as delegates.
6. In the election of delegates, ordinary members have the same right to elect delegates as other ordinary members. The directors or the board of directors cannot select delegates.
7. Elections of delegates shall be held every two years by July of the relevant year, and the term of office of delegates shall last until the end of the delegate election to be held two years after their election.
However, if a delegate has filed a lawsuit to revoke a resolution of the delegate meeting, a lawsuit to dissolve the company, a lawsuit to hold the company liable, or a lawsuit to dismiss an officer (General Corporation Law, Articles 266, Paragraph 1, 268, 278, and 284) (including a lawsuit under General Corporation Law, Article 278, Paragraph 1), the delegate will not lose his/her status as a delegate until the lawsuit is concluded. In this case, the delegate will not have voting rights regarding the appointment and dismissal of officers (General Corporation Law, Articles 63 and 70) or changes to the articles of incorporation (General Corporation Law, Article 146).
8. In the event that a delegate becomes vacant or the number of delegates becomes insufficient, an alternate delegate may be elected to fill the vacancy. The term of office of the alternate delegate shall be until the expiration of the term of office of the delegate who resigned before the expiration of his/her term.
Chapter 4: Delegates
(Type and composition)
Article 12 The corporation’s delegate meetings shall be of two types: regular and extraordinary. 2 The delegate meetings in the preceding paragraph shall be regarded as the general meeting of members under the General Corporation Law.
3. The Delegates Meeting shall be composed of delegates.
4. Each delegate shall have one voting right at the Delegate Meeting.
(held)
Article 13 The regular meeting of the members shall be held within three months after the end of each fiscal year.
2. An extraordinary meeting of the members shall be held in the following cases:
(1) When a director deems it necessary and requests the board of directors to convene a meeting.
(2) A delegate holding not less than one-tenth of the total voting rights of all delegates may request the Chairman to convene an extraordinary meeting of the board of directors by indicating the purpose of the meeting and the reason for convening it.
(authority)
Article 14 The Delegates Meeting shall make resolutions only on the following matters and those matters prescribed by law:
(1) Expulsion of a member
(2) Appointment or dismissal of officers and shortening of the term of office of directors
(3) Partial exemption from liability of directors under Article 113 of the General Corporation Law
(4) Amendments to the Articles of Incorporation
(5) Transfer of all or part of the business
(6) Abolition of public interest business activities
(7) Approval of dissolution and continuing merger
(8) Disposal of remaining assets
(9) Approval of balance sheets and profit and loss statements
(10) Any other matters that are determined in the Articles of Incorporation to be resolved by the Delegate Meeting.
2. The Delegate Meeting cannot make resolutions on matters other than those that have been notified in advance as the purpose of the Delegate Meeting.
(Convocation)
Article 15: Except as otherwise provided by law, the Delegate Meeting shall be convened by the Chairman of the Board of Directors pursuant to a resolution of the Board of Directors.
2. When a request for an extraordinary meeting of the board of directors is made pursuant to Article 13, Paragraph 2, Item 2, the Chairman must convene the extraordinary meeting of the board of directors within 30 days from the date of the request. If the extraordinary meeting has not been convened within this period, each director may convene the extraordinary meeting of the board of directors.
3. When convening a meeting of the Delegates, the Board of Directors must resolve the following matters:
(1) Date, time and location of the delegate meeting
(2) The matters that are the purpose of the delegate meeting (if the matter is the appointment of officers, etc., compensation for officers, etc., transfer of the entire business, amendment of the articles of incorporation, or merger, include an outline of the proposal (if it has not been finalized, a statement to that effect)).
(3) The form and deadline for submitting a power of attorney for a delegate who cannot attend the delegate meeting to exercise voting rights on his/her behalf.
(Notice of meeting)
Article 16 The Chairman of the Board must issue a notice to convene the Meeting of Delegates in writing or by electromagnetic record containing the items listed in each item of Paragraph 3 of the preceding Article at least 14 days before the Meeting.
(Chairperson)
Article 17 The President of the Society shall act as chairman of the Delegate Meeting.
(quorum)
Article 18. The Delegate Meeting cannot be convened unless a majority of the total number of delegates are present.
(resolution)
Article 19. Resolutions of the Delegate Meeting shall be made by a majority of the voting rights of the delegates present.
2. Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be made by a majority of more than half of the total number of delegates and at least two-thirds of the voting rights of all delegates.
(1) Expulsion of a member
(2) Dismissal of an Auditor
(3) Partial exemption from liability of directors under Article 113, Paragraph 1 of the General Corporation Law
(4) Amendments to the Articles of Incorporation
(5) Transfer of the entire business
(6) Dissolution and Continuation
(7) Approval of the merger agreement
(8) Other matters stipulated by laws and regulations
(Proxy Voting)
Article 20: Any delegate unable to attend a meeting of the Delegates may exercise his/her voting rights at the meeting through a proxy. In this case, the said delegate must submit a power of attorney to the Corporation in advance to prove his/her authority.
2. The power of attorney under the preceding paragraph must be granted for each delegate meeting.
3 For the purpose of applying the provisions of Articles 18 and 19 in the case of paragraph 1, the delegate shall be deemed to have attended the Delegates Meeting.
(minutes)
Article 21 Minutes of the meetings of the Delegates shall be prepared in accordance with the provisions of Article 57 of the General Corporations Act.
2. The Chairperson and two minutes signatories appointed by the Delegates Meeting shall sign and seal the minutes referred to in the preceding paragraph.
3. The outline of the proceedings of the Delegate Meeting and any matters resolved will be notified to members in the Society's journal.
Chapter 5 Officers
(Appointment of Officers)
Article 22 The Corporation shall have the following officers:
(1) Director: One person who is the president of the Society at the General Meeting
Vice-presidents of the Society at the General Meeting (up to three persons)
1 Chairman
Regional Directors: Up to 14 people
Directors by function: up to 12 people
Nominated Directors: Up to 8 people
(2) Auditors: up to three persons
2. One of the directors shall be the chairman, who shall be the representative director under the General Corporation Law.
3. Of the directors other than the chairman, one vice chairman, two directors in charge of general affairs, and two directors in charge of accounting shall be executive directors under the General Corporation Law.
4. The Chairman of the Board may recommend candidates for the nomination of directors.
(Appointment of Officers)
Article 23 In order to select candidates for the Chairperson, regional directors, and functional directors, the delegates will hold an election to recommend candidates for the Chairperson and for directors.
2. Delegates may run for office in the elections for nomination of candidates for the chairman of the board of directors and the director candidates.
3 Regional director candidates shall be selected by mutual vote of the delegates belonging to the regional block divisions determined by the Delegate Meeting, and functional director candidates shall be selected by mutual vote of the delegates belonging to the functional divisions determined by the Delegate Meeting.
4. Directors and auditors shall be appointed by the Board of Delegates. This resolution shall be made for each candidate separately.
5. No person may hold both the positions of director and auditor.
6. The Chairman of the Board and the Executive Director shall be selected from among the Directors by resolution of the Board of Directors.
7 Detailed rules regarding the appointment of officers will be decided separately after discussion at the Delegate Meeting.
(Duties and Powers of Directors, etc.)
Article 24 The Directors shall form the Board of Directors and perform their duties in accordance with these Articles of Incorporation and applicable laws and regulations.
2. The Chairman of the Board of Directors shall represent the Corporation and carry out its business.
3. The Executive Director shall share in the execution of the Corporation’s business.
4. The Chairman of the Board and Executive Directors must report to the Board of Directors on the status of their performance of their duties at least twice a year, with intervals of more than four months.
(Duties and Powers of Auditors)
Article 25 The Auditors shall perform the duties set forth in the following items.
(1) To audit the performance of duties of the directors and prepare audit reports.
(2) To audit the Corporation’s operations, assets, and accounting status.
(3) Attend the Delegate Meeting and the Board of Directors Meeting and express opinions when deemed necessary.
(4) If it is deemed that a director has committed or is at risk of committing an illegal act, or if it is deemed that there is a violation of laws, regulations or the articles of incorporation or a grossly inappropriate act, it shall report this to the board of directors.
(5) When necessary to make the report referred to in the preceding paragraph, the Board of Directors shall request the Chairman of the Board of Directors to convene a meeting of the Board of Directors. However, if a notice of the meeting is not issued within five days from the date of the request, the Board of Directors shall convene the meeting in person.
(6) To investigate bills, documents, and other matters required by law that the Directors intend to submit to the Delegate Meeting, and if they find any violations of laws, regulations, or the Articles of Incorporation or any grossly inappropriate matters, to report the results of the investigation to the Delegate Meeting.
(7) If a director commits or is likely to commit an act that is outside the scope of the corporation's purpose or that violates laws, regulations, or the articles of incorporation, and there is a risk that such act will cause significant damage to the corporation, the court may request that the director cease and desist from such act.
(8) Auditors may exercise any other statutory authority granted to them.
(Term of office of officers)
Article 26 The term of office of officers shall be until the conclusion of the regular meeting of the general assembly relating to the last fiscal year ending within two years after their election. However, the term of office of directors who are the president or vice president of the Society at the General Assembly and who do not have other director qualifications shall be until the closing date of the General Assembly.
2 Notwithstanding the provisions of the preceding paragraph, the term of office of a director or auditor appointed to replace a director or auditor who has retired before the expiration of his/her term of office shall expire at the expiration of the term of office of the respective retired director or auditor.
3 When the number of directors or auditors falls short of the fixed number stipulated in Article 22, even after a director or auditor leaves office due to the expiration of his/her term of office or resignation, he/she shall retain the rights and obligations of the director or auditor until the newly appointed person takes office.
4. Directors and auditors may be reappointed.
5. Any director who has delegate qualifications and loses those qualifications during his/her term of office will lose those qualifications.
(Resignation of Officers)
Article 27. Officers may resign at any time.
(Restrictions on trade and liability for damages)
Article 28 If a Director intends to conduct any of the following transactions, he/she must disclose important facts regarding the transaction and obtain the approval of the Board of Directors.
(1) Transactions within the scope of the Corporation’s business conducted for itself or a third party.
(2) Transactions with the Corporation on your own behalf or on behalf of a third party.
(3) Any transaction involving the Corporation guaranteeing the debts of a Director or any other transaction between the Corporation and a person other than a Director in which the interests of the Corporation and the Director conflict.
2. A director who has conducted a transaction under the preceding paragraph must report the important facts of such transaction to the board of directors without delay.
3. If a director or auditor neglects his/her duties, he/she shall be liable to compensate the corporation for any damages caused thereby. This liability cannot be waived without the consent of all ordinary members.
(Rewards etc.)
Article 29 Officers who are members will not receive remuneration. Remuneration for other officers will be decided by the Delegate Meeting.
Chapter 6: Board of Directors
(Constitution)
Article 30 The Corporation shall have a Board of Directors.
2. The Board of Directors shall be composed of all directors.
(authority)
Article 31 The Board of Directors shall perform the following duties:
(1) Decisions regarding the execution of the Corporation’s business
(2) Supervision of the execution of duties by directors
(3) Selection and dismissal of the Representative Director and Executive Director
(4) Decision on agenda items, etc. of the Delegates Meeting
(5) Establishment, amendment, or repeal of bylaws, etc.
(held)
Article 32 The Chairman shall hold a regular board meeting approximately once every three months.
2. In addition to regular board meetings, the board of directors shall meet in any of the following cases:
(1) When the Chairman of the Board of Directors deems it necessary.
(2) When a director other than the chairman requests a meeting in writing stating the purpose of the meeting.
(3) When a notice of a meeting of the board of directors is not issued within five days from the date of the request under the preceding paragraph, specifying a date within 14 days from that date, and the meeting is convened by the director who made the request.
(4) When requested by the Auditor or when convened pursuant to Article 25, Paragraph 1, Item 5.
(Convocation)
Article 33 The Board of Directors shall be convened by the Chairman of the Board, except when convened by a Director pursuant to Item 3 of Paragraph 2 of the preceding Article, or when convened by an Auditor pursuant to Item 4 of Paragraph 2 of the preceding Article.
2. When a request is made pursuant to the provisions of Article 2, Paragraph 2, Item 2 or the first part of Item 4, the Chairman of the Board must convene a meeting of the Board of Directors within 14 days from the date of the request. If the meeting is not convened within this period, each Director or Auditor may convene a meeting of the Board of Directors.
３ When convening a board meeting, notice must be given at least seven days in advance in writing stating the date, time, venue, purpose and matters to be discussed at the meeting.
4. Notwithstanding the provisions of the preceding paragraph, if there is consent of all directors and auditors, the board of directors may hold a meeting without going through the convening procedure.
(Chairperson)
Article 34 The Chairman of the Board shall act as chairman of the Board of Directors.
(Quorum and Resolutions)
Article 35 A Board of Directors meeting shall be formed with the attendance of a majority of the current number of directors eligible to vote.
2. Resolutions of the Board of Directors shall be made by a majority vote when a majority of the Directors are in attendance, excluding Directors who have a special interest in the resolution.
3 Notwithstanding the provisions of the preceding paragraph, when the requirements of Article 96 of the General Corporation Law are met, a resolution of the board of directors shall be deemed to have been made.
(minutes)
Article 36 Minutes of meetings of the Board of Directors shall be prepared in accordance with the provisions of laws and regulations, and the Chairman of the Board and the auditors who attend the meeting shall sign and seal the minutes. In the event of an accident to the Chairman of the Board, all directors and auditors who attend the meeting shall sign and seal the minutes.
Chapter 7 General Meeting and Committees
(General Meeting of the Society)
Article 37 The general meeting of the Society as stipulated in Article 5, Paragraph 1, Item 1 shall be held once a year.
2. The President and Vice President of the Society's General Meeting shall be decided at the regular meeting of the members in the year two years prior to the year in which the General Meeting is held.
3. Other matters relating to the organization and management of the General Meeting of the Society shall be decided by a resolution of the Board of Directors.
(Editorial Committee)
Article 38 The Corporation shall have an Editorial Committee.
2. The duties and operations of the Editorial Committee shall be decided by a resolution of the Board of Directors.
(Other Committees)
Article 39 The Corporation may establish committees in addition to those stipulated in the previous article.
2. The establishment, duties, operation, etc. of the committee shall be decided by a resolution of the Board of Directors.
Chapter 8 Property and Accounting
(Business plan and budget)
Article 40 The Corporation’s business plan, income and expenditure budget, and documents related to fundraising and capital investment prospects shall be prepared by the Chairman of the Board of Directors and, following approval by the Board of Directors prior to the start of each fiscal year, reported to the Regular Meeting of Councillors.
(Business report and settlement of accounts)
Article 41 The corporation’s business report and financial statements must be prepared by the Chairman of the Board of Directors within three months of the end of each fiscal year, audited by the Auditors, and approved by the Board of Directors.
(1) Business Report
(2) Supplementary details of business report
(3) Balance sheet
(4) Profit and Loss Statement (Statement of Changes in Net Assets)
(5) Supplementary details of the balance sheet and profit and loss statement (statement of changes in net assets)
(6) Inventory of assets
2. The documents approved under the preceding paragraph shall be submitted to the Regular Council, the contents of documents No. 1 and No. 2 shall be reported, and documents No. 3 to No. 6 shall be approved.
3 In addition to the documents in paragraph 1, the following documents shall be kept at the principal office for five years and made available for public inspection, and the Articles of Incorporation and list of delegates shall be kept at the office and made available for public inspection.
(1) Audit report
(2) List of directors and auditors
(3) A document outlining the status of the operating organization and business activities, as well as important figures relating to these.
4. The documents prescribed in paragraph 1 must be submitted to the administrative agency within three months after the end of the business year in question.
(Surplus)
Article 42 If the Corporation generates a surplus in its financial statements, the surplus shall be carried forward to the following fiscal year and shall not be distributed.
Chapter 9 Amendments to the Articles of Incorporation and Dissolution
(Changes to the Articles of Incorporation)
Article 43: When changing the Articles of Incorporation of the Corporation, a resolution must be passed by the Board of Delegates as provided for in Article 19, Paragraph 2, Item 4. However, matters as provided for in Article 11, Paragraph 1 of the Act on the Certification of Public Interest Incorporated Associations and Public Interest Incorporated Foundations (hereinafter referred to as the "Public Interest Corporation Certification Act") must be approved in advance by the administrative agency.
2. Notwithstanding the provisions of the preceding paragraph, the provisions of Article 44 shall not be modified.
(Dissolution and ownership of residual assets)
Article 44 The corporation will be dissolved for the following reasons.
(1) When a resolution to dissolve the Association is passed by the Board of Delegates as provided for in Article 19, Paragraph 2, Item 6.
(2) Merger (only when the corporation is dissolved as a result of the merger).
(3) Decision to commence bankruptcy proceedings
(4) When a court order for dissolution has been issued.
2. When the corporation is dissolved or liquidated, any remaining assets it holds shall be donated to a public interest corporation listed in Article 5, Paragraph 17 of the Public Interest Corporation Approval Law, or to the state or local government, in accordance with the resolution specified in Paragraph 1 of the preceding article.
(Donation of the Remaining Amount of Property Acquired for Public Interest Purposes)
Article 45. In the event that an administrative agency revokes a public interest certification pursuant to Article 29 Paragraph 1 or 2 of the Public Interest Corporation Certification Act, if there is any remaining public interest purpose acquired assets as provided for in Article 30 Paragraph 2 of the Public Interest Corporation Certification Act, such remaining assets shall be donated to a public interest corporation as provided for in Article 5 Paragraph 17 of the Public Interest Corporation Certification Act, or to the State or a local public entity within one month from the date of revocation.
2 In the event that the Corporation ceases to exist as a result of a merger (except when the corporation succeeding to its rights and obligations is a public interest incorporated association or a public interest incorporated foundation), if there is any remaining public interest acquired assets as stipulated in Article 30, Paragraph 2 of the Public Interest Corporation Approval Act, they shall be donated to a public interest corporation as stipulated in Article 5, Paragraph 17 of the Public Interest Corporation Approval Act, or to the state or local government within one month from the date of the merger.
Chapter 10 Information Disclosure and Protection of Personal Information
(Information Disclosure)
Article 46 In order to promote fair and open activities, the Corporation will actively disclose information about its activities, operations, financial data, etc.
(Protection of personal information)
Article 47 The Corporation shall take all possible measures to protect personal information acquired in the course of its business.
2. Necessary matters concerning the protection of personal information will be determined separately by resolution of the Board of Directors.
Chapter 11 Supplementary Provisions
(Delegation)
Article 48 In addition to those matters set out in these Articles of Incorporation, the Chairman of the Board of Directors shall decide separately on any matters necessary for the operation of the Corporation.
(Matters Not Provided for in the Articles of Incorporation)
Article 49. All matters not provided for in these Articles of Incorporation shall be governed by the General Corporation Law and other laws and regulations.
Effective from April 6, 2017
Partially revised on October 30, 2017
Partially revised on October 23, 2018
Partially revised on October 30, 2023