Dear Members of the Zoological Society of Japan, At the Board of Directors meeting held on March 5, 2019, it was resolved to hold an extraordinary general meeting of members. Accordingly, pursuant to Article 16 of the Articles of Incorporation, we hereby convene the 2nd General Meeting of Members for academic year 2018. The purpose of this extraordinary general meeting of members is to revise the Articles of Incorporation and amend the membership fee regulations.
FY2018 2nd General Meeting of Shareholders (Extraordinary General Meeting of Shareholders)
- Date and Time：June 1st (Sat) 11:00 AM - 11:30 AM
- Location: Tokyo International Forum, Room G410
- Agenda:
- Proposal No. 1: Partial amendment of the Articles of Incorporation and clarification of the purpose.
- Proposal No. 2: Revision of the Membership Fee Regulations
This is an important general meeting to resolve on the amendment of the articles of incorporation. The main points of the amendment are as follows:
- To initiate the Michiko Myohara Research Encouragement Grant, language stating that "grants" shall be a new public interest activity will be added to the articles of incorporation.
- To reduce the burden on board members by changing the "board reports" from every three months to twice a year, the proviso of the Corporation Act will be added to the articles of incorporation.
Furthermore, we will deliberate on revising the membership fee regulations, which contained discrepancies with the provisions of the articles of incorporation. The proposed revision is to change the amendment and abolition of the membership fee regulations to be conducted "at the general meeting of members," in accordance with Article 9 of the articles of incorporation. For details, please refer to the following website.
https://www.zoology.or.jp/news2/index.asp?patten_cd=12&page_no=1167
(The full text of the revised articles of incorporation and membership fee regulations is also posted.)
Regarding the amendment to the articles of incorporation,Proxy voting formrequires, and all of our memberstwo-thirds consentrequires.
If you will be absent from the general meeting, please log in to the dedicated site via the URL below, fill out the voting rights exercise form, and submit it, just as you would for previous general meetings. Since those attending the general meeting are also required to submit a voting rights exercise form this time, we kindly ask that you submit it in advance if possible, for tabulation purposes.
FY2018 Second General Meeting of Shareholders (Extraordinary General Meeting) Exercise of Voting Rights Form
https://www.zoology.or.jp/member/index.asp?patten_cd=31&page_no=32
Please note that this time we will also send voting forms to all members by postal mail, so postal voting at the academic society's shipping expense is also available, but we kindly ask for your cooperation in voting via the web as much as possible.
Amending the articles of incorporation requires the written approval of two-thirds of the members, which is a stricter requirement than the quorum for a regular general meeting. To ensure the successful launch of the Mariko Myohara Research Encouragement Grant, we earnestly request that you submit your voting form.
(Reference) Articles of Incorporation of the Zoological Society of Japan, Public Interest Incorporated Foundation
(Resolution)
Article 19. Unless otherwise provided by law or these Articles of Incorporation, resolutions of the General Meeting of Members shall be adopted when a majority of all members’ voting rights are represented and a majority of the voting rights of the members present are in favor.
2. Notwithstanding the provisions of the preceding paragraph, the following resolutions shall be adopted by a majority of at least half of all members and at least two-thirds of the total voting rights of all members.
(1) Expulsion of an employee
(2) Dismissal of Corporate Auditor
(3) Amendment of the Articles of Incorporation
(4) Dissolution
(5) Other matters stipulated by laws and regulations
That's all.
Yoshitaka Oka, President, Zoological Society of Japan, Public Interest Incorporated Foundation
