The name of this association shall be the Japan Academy of Nursing Science, General Incorporated Association (JANS) (hereafter referred to as "the Academy").
(Purpose)
Article 2
The Academy promotes the development of nursing science, facilitates exchange in a broad range of relevant knowledge, and contributes to the health and welfare of people.
(Activities)
Article 3
To fulfill its purposes, the Academy shall conduct the following activities:
(1)
Convening an Academic Conference.
(2)
Publishing official Journals.
(3)
Facilitating research activities of nursing.
(4)
Cooperation and linkage with relevant national and international academic societies.
(5)
Facilitating international research cooperation.
(6)
Conducting social activities to contribute to people’s health and welfare.
(7)
Other activities deemed necessary to achieve the Academy’s purposes.
(Office)
Article 4
The Academy shall maintain its Office in Bunkyo-ku Tokyo, Japan.
2
However, upon a resolution passed by the Board of Directors, the office of the Academy may be shifted to any location required.
(Means of notification)
Article 5
Announcements issued by the Academy shall be published in the official Journals and by electronic announcement.
Chapter 2. Total Capital
(Total capital)
Article 6
The total capital shall be entrusted to the Academy. Total capital shall be handled in accordance with Article 7 and Article 8 of this constitution, or as decided separately by the Academy.
(Soliciting of capital and rights of contributors of funds)
Article 7
The Academy is allowed to advertise for a party to collect funds.
2
The procedure for advertising for funds etc. shall be decided by a resolution adopted by the Board of Directors.
3
In accordance with the provisions of the agreement with contributors of funds, the Academy must return to the contributors of funds an amount equivalent to the value of the assets provided. However, this amount shall not exceed the return limit amount for the end of each financial year, and shall not exceed the capital amount provided.
4
Bonds relating to return of capital shall not incur payment of interest.
(Procedures for returning funds)
Article 8
Funds shall be returned to a contributor after a resolution on the total amount of funds to be returned has been adopted by the Board of Directors, in accordance with a resolution of the Council meeting.
2
When capital is to be returned, capital equivalent to the amount of capital to be returned shall be accumulated as substitute capital, and the substitute capital shall not be used.
Chapter 3. Members
(Membership categories)
Article 9
The membership of the Academy shall be as follows.
(1)
Regular members
(2)
Supporting members
(3)
Honorary members
(Regular members)
Article 10
A regular member is a person who agrees with and supports the purposes of the Academy, who conducts research in nursing science, and who has been approved by the Board of Directors.
2
A regular member may attend the General Assembly and exercise the right to vote.
3
A regular member may participate in the Academic Conference, contribute an article to the Journals, and receive copies of the Journals.
4
In accordance with the rights of representatives as prescribed in the Act on General Incorporated Associations and General Incorporated Foundations (2006 Act No. 48, hereafter the ‘Associations and Foundations Act ”), regular members of the Academy may participate in the Academy with the same rights as representatives of the Academy.
(Supporting members)
Article 11
A supporting member is an individual or organization who agrees with the purposes of the Academy and who is approved by the Board of Directors.
(Honorary members)
Article 12
Persons among the regular members who have given an outstanding contribution to the development of nursing science may be proposed for honorary membership by the Chairperson of the Board of Directors to the General Assembly after approval of the Board of Directors and the Representatives meeting.
2
An honorary member may attend the Representatives meeting to state his or her views.
3
An honorary member is not required to pay the membership dues.
(Admittance to the Academy)
Article13
A person who wishes to join the Academy must submit a complete membership application form for entry to the Board of Directors and receive the approval of the Board of Directors.
(Membership dues)
Article 14
A member must pay the designated membership dues.
2
Membership dues shall be determined separately by adoption of a resolution at the Representatives meeting.
3
Paid membership dues shall not be refunded for any reason.
(Termination of membership)
Article 15
A member shall lose membership in the Academy in case of the following:
(1)
Withdrawal from the Academy
(2)
Failure to pay membership dues for one year
(3)
Death or official declaration of disappearance
(4)
Removal from membership for cause
(Withdrawal from the Academy)
Article 16
A member who wishes to withdraw from the Academy must submit a notice of withdrawal to the Board of Directors.
(Expulsion)
Article 17
A member who damages the reputation of the Academy or does not comply with the purposes of the Academy may be expelled from the Academy by the Chairperson of the Board of Directors after a resolution of the Representatives meeting.
CChapter 4. Representatives and Representatives Meeting
(Representatives)
Article 18
The Academy’s Representatives shall be represented by elected Representatives.
2
Representatives shall be elected from among regular members according to Regulations concerning Election of Representatives separately determined by the Board of Directors and receive approval at the Representatives meeting.
3
Representatives shall be elected from among regular members at a ratio of one Representative per 30 regular members.
4
In the Representatives election mentioned in item 18.2 above, each regular member has an equal right as other regular members to elect a Representative, and has a right to stand as a candidate for election in the Representatives election.
5
A Director or the Board of Directors is not able to select a Representative.
(Terms of office)
Article 19
Representatives shall remain in office until the completion of the Annual General Assembly Representatives meeting for the fiscal year ending four years after their appointment. Reappointment of Representatives is permitted. They may not, however, serve consecutively for more than two terms.
2
If a Representative proposes a resolution to protest against negation of a Representatives meeting resolution, dissolution, pursuit of responsibility or dismissal of Board members from an official position (Associations and Foundations Act, Article 266 Clause 1, Article 268, Article 278, Article 284) (including when requesting proposal of a protest prescribed in Associations and Foundations Act, Article 278 Clause 1), the applicable Representative shall not lose his or her position as Representative until the protest is resolved. (The applicable Representative shall not have a vote in election or deposing of Board members, or concerning changes to the Academy’s Constitution.
3
When a Representative’s position becomes vacant due to resignation, death or other reason, the person who had the next highest number of votes after those elected in the election for the Representatives will assume the vacated Representative’s position for the remainder of the term.
(Representatives meeting)
Article 20
The Representatives meeting shall be composed of Representatives.
2
The Academy shall hold an ordinary Representatives meeting every year within three months of the day following the final day of the fiscal year. If so requested by one third or more of the total Representatives, or when recognized as necessary by the Board of Directors, it shall be decided to hold an extraordinary Representatives meeting.
(Items of discussion at Representatives meeting)
Article 21
In addition to the items prescribed by law and in this Constitution, the Representatives meeting shall deliberate on important issues relating to the Academy's operation.
(Convening of Representatives meeting)
Article 22
The Representatives meeting shall be convened and chaired by the chairperson of the Board of Directors, except when otherwise prescribed by law. In case of his or her incapacity, the Representatives meeting shall be convened by the Vice-chairperson of the Board of Directors.
(Means of adopting resolutions, and voting right)
Article 23
Resolutions of the Representatives meeting shall be determined by a simple majority of the Representatives in attendance, unless otherwise prescribed in this Constitution. The quorum for the Representatives meeting is at least a simple majority of the total number of Representatives.
2
Each Representative shall have one vote.
(Resolution by written vote)
Article 24
Representatives who are not able to attend the Representatives meeting may exercise their vote in writing or by electronic means on the basis of the written agenda communicated in advance. They can also delegate their vote to another Representative.
2
Written vote and delegating a vote to another Representative shall be regarded as present according to Article 23 Item 1, Articles 30 and 55.
(Minutes)
Article 25
Minutes of the Representatives meeting shall be produced.
2
The Chairperson and at least two persons appointed as minutes-secretary during the Representatives meeting must affix their seal for confirmation of the minutes.
Chapter 5. Board Members and Board of Directors
(Officers)
Article 26
The Academy shall have the following officers.
(1)
Chairperson of the Board of Directors: one
(2)
Vice-chairperson of the Board of Directors: one
(3)
Directors: No more than fifteen
(including chairperson and vice-chairperson)
(4)
Auditors: No more than two
2
The Chairperson of the Board of Directors Item 26.1 shall be the representative Chairperson in accordance with the Associations and Foundations Act.
(Selection of officers)
Article 27
The officers of the Academy shall be selected by the methods listed below.
(1)
The Chairperson and Vice-chairperson of the Board of Directors shall be selected by their peers of the Board of Directors.
(2)
The Directors and the Auditors shall be approved at the Representatives meeting.
2
An Auditor cannot also serve at the same time as a Director or as an Office staff.
3
No more than one-third of all Director positions is allowed to be occupied by a single Director and related parties of that Director, such as the Director’s spouse, family relative within three degrees of kinship, or other extraordinary relationship. The same rule applies to Auditors.
4
The total number of Directors who also serve as Director or Office staff of a similar organization or in similar mutually close relationship to the Academy must not exceed one-third of all Director positions. The same rule applies to Auditors.
(Term of office)
Article 28
Directors shall remain in office until the completion of the ordinary Representatives meeting for the fiscal year ending two years after their appointment. Reappointment of Directors is permitted. They may not, however, serve consecutively for more than three terms.
2
Auditors shall remain in office until the completion of the ordinary Representatives meeting for the fiscal year ending four years after their appointment. Reappointment of Auditors is permitted. They may not, however, serve consecutively for more than two terms.
3
If a Director or Auditor resigns from their position, the next candidate after the Directors or Auditor appointed by the regulations specified separately shall be appointed for the remaining term of the vacant position.
(Duties of Officers)
Article 29
The Chairperson of the Board of Directors shall have overall control of the Academy's activities as a representative director, and shall represent the Academy.
2
The Vice-Chairperson of the Board of Directors shall assist the Chairperson and in case of an accident to the Chairperson Directors, the Vice-Chairperson shall act for the Chairperson.
3
The Directors shall form the Board of Directors and administer the Academy's official duties.
4
The Auditors will audit the accounting and assets of the Academy.
(Dismissal of Officers)
Article 30
The General Assembly shall be convened by the Chairperson of the Board of Directors.
2
Employment of an Officer can be terminated by approval of a resolution to that effect at the Representatives meeting. However, dismissal of an Auditor requires approval of a three-fourths majority of the Representatives attending a Representatives meeting, where the number of Representatives attending the Representatives meeting is a majority of all members.
(Composition and Convening of Board of Directors)
Article 31
The Academy shall be governed by the Board of Directors.
2
The Board of Directors shall comprise all Directors of the Academy.
3
The Auditors may attend the Board meetings and express their opinions.
4
The Chairperson of the Board of Directors shall convene a meeting of the Board of Directors at least four times each financial year.
5
Irrespective of the preceding Clause, if the Chairperson recognizes the necessity or if any of the following Items applies, the Chairperson shall convene a extraordinary meeting of the Board of Directors within two weeks of a request.
(1)
A Director other than the Chairperson indicates an item that is the purpose for a meeting, and requests the Chairperson to convene a meeting of the Board of Directors.
(2)
An Auditor requests the Chairperson to convene a meeting of the Board of Directors.
6
If within five days from the day that the Chairperson receives the request to convene a meeting of the Board of Directors mentioned in the Item above, notice is not received of the convening of a meeting of the Board of Directors on a day within two weeks of the day the request was made, the Director or Auditor may convene a special meeting of the Board of Directors.
7
The meeting of the Board of Directors shall be chaired by the Chairperson of the Board of Directors.
8
Each Director and Auditor must be notified at least one week in advance of the day on which the Board of Directors meeting is to be convened.
(Authority of the Board of Directors)
Article 32
The Board of Directors shall perform the following duties in addition to the matters prescribed separately by this Constitution.
(1)
Decide the time, location and matters to be listed on the agenda for the Representatives meeting and the General Assembly.
(2)
In addition to matters in the preceding item, decide other matters deemed necessary to manage the Academy's operations.
(3)
Supervision of implementation of the duties of the Directors.
(4)
Election and dismissal of the Chairperson and Vice Chairperson.
2
The Board of Directors cannot delegate to Directors decisions about the following items and other important business operations.
(1)
Disposal and acceptance of important assets.
(2)
High value loans
(3)
Selection and dismissal of important office staff.
(4)
Establishment, changes and abolition of the Academy office and other important organizational aspects.
(5)
Structuring of internal management organization (structuring of the organization required to ensure appropriate organization and other Association business to ensure that execution of duties by Directors comply with Laws and the Constitution).
(Quorum and Resolutions of Board meetings)
Article 33
The Board meeting has a quorum when a majority or more of all current Directors are attending the meeting.
2
Unless otherwise prescribed in this Constitution, the minutes of the Board meeting shall be approved by a majority of the Directors who attended the meeting, and the Chairperson shall cast a deciding vote in the case of a tied vote for approval or non-approval.
3
Directors who have a special connection of advantage or loss regarding a particular agenda item at the Board meeting must abstain from voting on that issue.
4
If a Director has proposed an agenda item for a Board meeting, when all Directors who are qualified to vote on that item have indicated agreement in writing or by electronic record, it shall be deemed that the Board has voted to adopt the proposal. However, if the Auditor states an objection to the proposal, this does not apply.
5
When a Director or Auditor has notified all the Directors and Auditors about an item that should be reported to the Board of Directors, it shall not be required to report that item to the Board of Directors.
(Minutes of Board meetings)
Article 34
The minutes of the Board meeting shall be recorded by the Chairperson of the meeting and must be approved and signed by a disignated Director and an Auditor who attended the meeting, and then retained.
Chapter 6. General Assembly
(Categories of General Assembly)
Article 35
There shall be an Annual General Assembly, and an extraordinary General Assembly may be convened.
(Composition of General Assembly)
Article 36
The General Assembly shall be composed of regular members.
(Authority of General Assembly)
Article 37
The General Assembly shall approve the Academy’s activities plan, budget proposal, and other important matters necessary for operation.
(Holding of General Assembly)
Article 38
The ordinary General Assembly shall be convened once every year by the Chairperson of the Board of Directors.
2
An extraordinary General Assembly shall be convened under one of the following circumstances.
(1)
A resolution of the Board of Directors.
(2)
When so requested by one-fifth or more of regular members.
(3)
When so requested by an Auditor.
(Convening of General Assembly)
Article 39
The General Assembly shall be convened by the Chairperson of the Board of Directors.
2
In cases where any one condition of Article 38 Item 2 applies, the Chairperson of the Board of Directors must convene an extraordinary General Assembly within thirty days from the date of the request.
3
When the Chairperson convenes the General Assembly, it is required that written notification to this effect (date, time, venue, purpose, and agenda) is sent to regular members at least seven days before the date of the General Assembly.
(Chairperson of General Assembly)
Article 40
The General Assembly shall be chaired by appointed regular members in attendance. However, at an ordinary General Assembly, it shall be chaired by the Chairperson of the Academic Conference.
(Quorum)
Article 41
The quorum of the General Assembly requires attendance by at least one-tenth of the total number of regular members.
(Resolution of General Assembly)
Article 42
Resolutions of the General Assembly shall be determined by a simple majority of the regular members in attendance, unless otherwise prescribed in this Constitution.
2
Each regular member shall have one vote.
(Resolutions by proxy)
Article 43
Regular members who are unable to attend the General Assembly can delegate their vote to another regular member.
2
Delegating a vote to another regular member shall be regarded as present according to Article 42 Item 1 and Article 41.
(Minutes)
Article 44
Minutes of the General Assembly shall be produced.
2
The Chairperson and at least two persons appointed as minutes-secretary during the General Assembly must affix their seal for confirmation of the minutes.
Chapter 7. Academic Conference
(Selection of Chairperson of Academic Conference)
Article 45
The Academy shall have a Chairperson of the Academic Conference.
2
The Chairperson shall be selected from among the regular members and approved at the General Assembly after the Representatives meeting resolution.
(Terms of Chairperson of Academic Conference)
Article 46
The term of the Chairperson of the Academic Conference shall be one year.
(Duties of Chairperson of Academic Conference)
Article 47
The Chairperson of the Academic Conference shall preside over an Academic Conference.
(Holding Academic Conference)
Article 48
The Academic Conference shall be held once every year.
2
The Chairperson of the Academic Conference shall appoint members and organize the Academic Conference Planning Committee to deliberate over the management of the Conference and select presentations.
Chapter 8. Committees
(Establishment of Committees)
Article 49
The Academy shall establish Committees to execute the Academy’s activities after approval by the Board of Directors.
2
Committees shall investigate, research and deliberate matters as delegated.
3
Necessary details for organization and operation of the Committees shall be approved by the Board of Directors and stipulated elsewhere.
Chapter 9. Award Program for Research Papers
(Award program)
Article 50
The Academy shall give awards to members’ papers that contribute to the promotion of research activities and development of nursing study.
Chapter 10. Assets and Accounts
(Management of assets)
Article 51
The assets of the Academy shall be managed by the Chairperson of the Board of Directors, by methods in accordance with resolutions of the Representatives meeting and the Board of Directors.
(Income and expenses)
Article 52
The Academy’s expenses shall be paid from the following income.
(1)
Membership dues
(2)
Donations
(3)
Other income
(Accounts settlement)
Article 53
The Academy’s business year shall start on October 1 and end on September 30 of the following year.
2
The Chairperson of the Board of Directors shall produce a balance sheet, income statement, activities report, disposition statement of surplus/loss and supporting schedule, and get it audited by the Auditors and approved by the Board of Directors before the Representatives meeting resolution.
(Limitation on distribution of surplus funds)
Article 54
The Academy cannot distribute surplus funds to its members or other parties.
2
Any resolution by the Representatives meeting to distribute surplus funds to members is not valid.
Chapter 11. Amendments to Constitution and Dissolution
(Amendments to Constitution)
Article 55
Amendments to the Constitution must be deliberated at the General Assembly, and approved by two-thirds of all Representatives.
2
When changes are made in accordance with the preceding clause, the details must be reported without delay to the administrative government agency.
(Dissolution)
Article 56
The Academy shall be dissolved, unless otherwise prescribed by law, if approved by a three-fourths majority of the Representatives in attendance under the situation that the quorum of Reprentatives is a simple majority.
2
In the case of Article 56 Item 1, the stipulation of Article 24 Item 1 does not apply.
(Reversion of Surplus Funds)
Article 57
In the event of liquidation of the Academy, surplus funds of the Academy shall, after approval by the Representatives meeting, be transferred to a corporate body, Japanese national or regional public body in accordance with Article 5 Clause 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations.
Chapter 12. Office
(Office staff)
Article 58
In the Office mentioned in Article 4, the Academy shall have Office staff.
2
Employment and dismissal of Office staff shall be conducted by the Chairperson of the Board of Directors after approval by the Board of Directors.
3
The Office staff shall be salaried.
(Documents managed in the Office)
Article 59
The following items must be archived in the Office.
(1)
Constitution
(2)
Directory of Members and Representatives
(3)
Officers’ and other office staff list and personal resumes
(4)
List of assets
(5)
Asset register and balance of debt ledger
(6)
Account ledger of income/expenditure and supporting documents
(7)
Agendas of the Board of Directors meetings and Council meetings
(8)
Correspondence received from government and other public offices
(9)
Budget plans and activity plans
(10)
Accounting report and activity report
(11)
Balance sheet
(12)
Statement of net assets
(13)
Other documents and account books as deemed necessary
2
The documents stated in Article 59, Items 1-5 and Item 7, and Items 9-12 are subject to permanent preservation. The documents stated in Article 6 must be saved for more than ten years, and the documents stated in Article 8 and 13 must be saved for more than one year.
3
Documents stated in Article 59, Item 1, 2, 4, 9-12 and the list of Officers’ names shall be available for public inspection.
Chapter 13. Supplementary Regulations
(Implementing regulations)
Article 60
Items necessary for the implementation shall be raised by the Chairperson of the Board of Directors at the Board meeting, Representatives meeting and General Assembly and with approval, stipulated elsewhere.
Supplementary Provisions
This Constitution takes effect from January 30, 2007
Supplementary Provisions
1
Revision of this Constitution was executed from April 1, 2009.
2
As of the date of execution of this revised Constitution, Academy members formerly known by the title of Councilor shall henceforth be known by the title of Representative under Article 18 of this Constitution. The term of office of Representatives under Article 19 of this Constitution shall start from the point at which the person started their appointment as a former Councilor.
