Constitution of the Association
Constitution of the Association
Chapter 1 General Provisions
Article 1 (Name)The name of the Association shall be Ippan Shadan Hojin Nihon Kairopurakutazu Kyokai; and in English shall be the Japanese Association of Chiropractors.
Article 2 (Purpose)The purpose of the Association is to further the expansion and dissemination of proper chiropractic and contribute to the health of the people of the nation. In order to pursue this purpose the Association shall undertake the following business. 1. Endeavour to establish legislation on chiropractic 2. Aim to introduce and educate proper chiropractic 3. Abide by an international education standard of chiropractic and promote academic research in chiropractic 4. Undertake to make official reports and publicity aimed at having chiropractic recognized in society 5. Establish a position among alternative medicines through cooperation with medical organizations both within and outside Japan 6. Hold seminars for the purpose of advancing its members’ qualifications and qualities 7. Conduct business in connection with reciprocal help and business support for members 8. Establishment and guidance regarding business standards and code of ethics 9. All businesses incidental or related to any business mentioned above
Article 3 (Location of Principal Office)The principal office of the Association shall be located at Minato-ku Tokyo.
Article 4 (Method of Public Notice)The Association shall publish its public notices via the internet on its website.
Chapter 2 Members
Article 5 (Membership Types and Requirements)
The Association shall have the following four types of members.
(1) Full Member: Those having acquired a degree in connection with chiropractic after having graduated from a chiropractic university (hereinafter “University”) of an international education standard or those who have undergone a chiropractic standardization program (CSC) approved by the Association.
(2) Student Member: Those undertaking a course at a university under an international education standard.
(3) Special Member: Chiropractors residing overseas or experts whose presence the Board of Directors deems necessary.
(4) Supporting Member: Organizations or individuals agreeing to the purpose of the Association.
Article 6 (Members)
Full members of the Association shall be members as provided for in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter the “Act on General Incorporated Associations and Foundations”).
Article 7 (Membership)
The following procedures must be undergone in order to join the Association.
(1) A separately prescribed membership application form shall be submitted to the Association Secretariat.
(2) Upon submission of membership application, a judgment to accept or reject membership shall be made in light of the bylaws of the Association and code of ethics by the Membership Review Committee and notification of the result shall be given. The Membership Review Committee shall be stipulated by the bylaws.
(3) In the event there is an application to become a full member, it shall be considered as an application to become a member as provided for in the “Act on General Incorporated Associations and Foundations” and if accepted as a full member by the Membership Review Committee the applicant shall also be recognized as having joined the Association as a member.
Article 8 (Enrolment and Membership Fees)
Members shall pay an enrolment fee and yearly membership fee in the manner provided for in the bylaws.
Enrolment fees and membership fees shall not be refunded for any reason after payment has been made.
Article 9 (Register of Members)
The Association shall make a register including the type of membership, names and addresses of members which shall be kept at the main office.
Article 10 (Resignation)
Members may withdraw from membership at any time by submitting a separately prescribed notice of resignation.
Provided, however, the notice of resignation shall be submitted to the Association Secretariat at least one month in advance.
In addition to the preceding paragraph, members shall resign for any of the following reasons.
(1) Defaults in the payment of membership fees and failure to make payment notwithstanding being notified by the Association Secretariat
(2) Agreement of all members
(3) Death or dissolution in the case of a legal entity
In the event a full member resigns, he / she shall lose his / her status as member under the “Act on General Incorporated Associations and Foundations” at the same time.
Article 11 (Disciplinary Action)
In the event a member violates this Constitution, the bylaws, code of ethics or voluntary regulations; or causes damage to the reputation of the Association or its members, the Managing Committee may, after notifying of the reason and giving the member an opportunity to defend his / her actions, admonish the member or suspend his / her membership. Details concerning disciplinary action are provided for in the bylaws.
Article 12 (Expulsion)
Members may be expelled by a resolution of the general meeting of the members as provided for in the provisions of Article 30 of the “Act on General Incorporated Associations and Foundations” when any one of the following occurs.
(1) Violating this Constitution or bylaws used as internal regulations
(2) Causing any damage to the reputation of the Association
(3) Participating in any activity that is in violation of the purposes or activities of the Association
(4) Violating the obligations of members of the Association as provided for in this Constitution or the bylaws
Article 13 (Names and Addresses of Members at the time of Formation)
The names and addresses of the members at the time of formation of the Association are as follows.
Hirofumi Nakatsuka, Nobuyoshi Takeyachi, Seiichi Sato, Kiyoshi Furukawa, Tatsuya Todo, Masanobu Shiro, Kiyoji Maeda, Hiroaki Takahashi, Naoki Orihashi, Kokichi Sasaki
Chapter 3 General Meetings of the Members
Article 14 (General Meetings of the Members)
(1) General meetings of the members are to be divided into ordinary and extraordinary general meetings of the members
(2) The ordinary general meeting of the members shall be held once per year within three months from the day after the last day of each fiscal year. Extraordinary general meetings of the members shall be held as necessary.
Article 15 (Chairperson)
The Chairperson of the general meeting of the members shall be appointed by the President.
Article 16 (Convocation)
(1) The general meeting of the members shall be convened by the Directors.
(2) Convocation of the general meeting of members shall be decided by a majority of the Directors.
(3) When a general meeting of the members is convened, notice must be made to all members at least one week prior to the day of the meeting. Details of the method of convocation are provided for in the bylaws.
Article 17 (Request to Convene a General Meeting of the Members by the Members)
Members holding no less than one-third (1/3) of the total voting rights may request the convocation of a general meeting of the members by submitting a written request for a meeting specifying the purpose of and reasons for the meeting.
Article 18 (Voting Rights)
Each member shall hold one (1) voting right.
Article 19 (Items to be Deliberated)
Items to be deliberated at the general meeting of the members shall be as provided for in the laws and ordinances as well as determined by the bylaws.
Article 20 (Method of Resolution)
(1) Unless otherwise specified in the laws and ordinances, the resolutions of general meetings of the members shall be made by a majority of the members where members with no less than one-half of all voting rights are in attendance.
(2) Regarding the agenda necessary for special resolutions pertaining to the preceding paragraph, approval of more than half of members holding not less than three-fourths (3/4) of all voting rights is necessary.
(3) Members unable to attend the general meeting of the members shall be considered in attendance if they have shown their intention of vote in writing or have given written consent for another member to cast their vote in advance.
Article 21 (Minutes)
Minutes of the proceedings of the general meeting of the members shall be drawn up including an outline of the course of the proceedings and the results of votes, and the Chairperson and attending Directors shall affix their names and seals thereon.
Chapter 4 Officers
Article 22 (Types and Numbers of Officers)
(1) The Association shall have one (1) President, one (1) Vice President, one (1) Chairman (Executive Director), seven (7 at most) National Directors, six (6 at most) Regional Block Directors and one (1) Auditor.
(2) The President, Vice President and Chairman shall be Directors under the Act on General Incorporated Associations.
(3) In addition, the President shall be the Representative Director under the Act on General Incorporated Associations as provided for in the “Act on General Incorporated Associations and Foundations”.
(4) The Auditor shall be the Auditor under the Act on General Incorporated Associations.
Article 23 (Election of Officers)
(1) Each of the Officers in the preceding paragraph shall be elected from among the members of the Association at the general meeting of the members. Provided, however, it shall not preclude from electing someone other than a member when deemed necessary.
(2) Directors or employees of the Association may not concurrently be an Auditor.
(3) Details on the election process for each Officer shall be as provided for in the bylaws.
Article 24 (Duties of Officers)
Each Officer shall obey the laws and ordinances, this Constitution and the bylaws used as internal regulations and shall faithfully perform his / her duties.
(1) The President shall represent the Association and shall preside over all activities of the Association.
(2) The Vice President shall assist the President and carry out the duties of the President in the event that the President is incapacitated or absent.
(3) The Chairman shall assist the President and Vice President in carrying out the work for the Association and shall preside over each committee within the Association.
(4) The Auditor shall audit the work performed by the Directors based on Article 99 of the “Act on General Incorporated Associations and Foundations”.
Article 25 (Term of Office)
(1) The term of office of Officers shall be until the conclusion of the general meeting of the members for the last fiscal year ending within 2 years of being elected and the term of office of Auditors shall be until the conclusion of the general meeting of the members for the last fiscal year ending within four years of being elected.
(2) The term of an Officer appointed to fill a vacancy will be that of his / her predecessor or of the Officers serving currently.
(3) The term of an Auditor appointed to fill a vacancy will be that of his / her predecessor.
Article 26 (Dismissal)
Directors and Auditors can be dismissed by a resolution of the general meeting of the members when the said Officers fall under any of the following categories.
(1) Mental or physical injury that is judged to make it impossible for the Officer to carry out his or her duties.
(2) Activities in violation of work duties or other activities unbefitting to a Director or Auditor.
Article 27 (Remuneration)
The remuneration for Directors and Auditors shall each be determined by resolution of the general meeting of the members.
Chapter 5 Other Meetings and Regional Blocks
Article 28 (Meetings Other than the General Meeting of the Members)
In order to maintain smooth operations of the Association, a General Committee Chairperson Meeting, Managing Committee Chairperson Meeting, and various committee meetings shall be held in addition to the general meeting of the members provided for in Chapter 3 of this Constitution. Details concerning each meeting shall be provided for in the bylaws.
Article 29 (Regional Blocks)
(1) The Association shall, for the purpose of smoothly performing operations as a nationwide organization, establish regional blocks. Details for each regional block shall be as provided for in the regional block regulations.
(2) Full members must be affiliated with one of the regional blocks. Affiliation of other members is optional.
Chapter 6 Accounting, etc.
Article 30 (Fiscal Year)
The fiscal year of the Association shall begin on May 1st of each year and end on April 30th of the following year.
Article 31 (Budget Resolutions and Approval of Account Settlement)
(1) The budget and business plans of the Association for each fiscal year shall be prepared by the President and shall be approved by the general meeting of the members after having been approved by a majority of the Directors.
(2) The President shall, in accordance to the provisions of the laws and ordinances, at the end of each fiscal year prepare balance sheets, income statements, business reports and reports regarding the appropriation of surplus or loss as well as an accompanying statement of details to be approved by the general meeting of the members after being audited by the Auditors.
Chapter 7 Total Funds
Article 34 (Regulations for the Rights of Fund Contributors)
Contributed funds, barring cases separately determined at the ordinary general meeting of members, shall not be refunded until the corporation is dissolved.
Article 35 (Procedure for Refund of Funds)
The total amount of funds to be refunded to fund contributors shall be refunded in accordance with a decision by the directors following a resolution of the general meeting of members.
Chapter 8 Amendments to the Constitution, Dissolution and Organizational Revisions
Article 36 (Amendments to the Constitution)
This Constitution shall be approved by a majority of the total members holding not less than three-fourths (3/4) of the total voting rights.
Article 37 (Dissolution)
The Association may be dissolved for any of the following reasons:
(1) Resolution passed by a majority of the members holding not less than three-fourths (3/4) of the total voting rights at a general meeting of the members
(2) Dissolution of the Association through merger
(3) When there is only one member
(5) Order to dissolve by the court
Article 38 (Continuation of the Legal Entity)
(1) In the event of Paragraph 1 of the preceding Article, the Association may continue by special resolution of the general meeting of the members.
(2) In the event of Paragraph 3 of the preceding Article, the Association may continue by recruiting new members.
Article 39 (Merger)
(1) The Association may merger with another general incorporated association or general incorporated foundation.
(2) In the event that the Association wishes to carry out a merger, a majority of members holding not less than three-fourths (3/4) of all voting rights must approve the merger contract at a general meeting of the members.
Chapter 9 Liquidation
Article 40 (Disposal of Remaining Assets after Dissolution)
(1) The method of disposal of remaining assets resulting from the dissolution of the Association shall be determined by a resolution of the general meeting of the members. Provided, however, the Directors or someone authorized by them shall not be precluded from settling the accounts based on the provisions of the Act on General Incorporated Associations.
(2) The appointment and dismissal of the liquidator shall be determined by a resolution of the general meeting of the members.
Chapter 10 Miscellaneous Provisions
Article 41 (Initial Fiscal Year)
The initial fiscal year of the Association shall begin on the date of formation of the Association and end on April 30, 2007.
Article 42 (Term of the Initial Directors and Auditors)
Notwithstanding the provisions of Article 28, the terms for the initial Directors and Auditors of the Association shall be until the conclusion of the general meeting of the members for the first fiscal year within one year from their election.
Article 43 (Names and Addresses of the Initial Directors)
The initial Directors of the Association are as follows.
President: Hirofumi Nakatsuka, Vice President: Kiyoshi Furukawa
Chairman: Nobuyoshi Takeyachi (Addresses Omitted)
Article 44 (Name and Address of the Initial Auditor)
The initial Auditor of the Association is as follows.
Auditor: Kokichi Sasaki (Addresses Omitted)
Article 45 (Supplementary Provisions)
In order for the Association to carry out business smoothly, bylaws and regulations shall be determined to supplement this Constitution. Any matters not specified shall all be in accordance with the “Act on General Incorporated Associations and Foundations” and other laws and ordinances.