Revised September 13, 2024<\/p>\n\n\n\n
(Name)
Article 1. This corporation shall be named the Zoological Society of Japan (Public Incorporated Association).<\/p>\n\n\n\n
(Office)
Article 2 This corporation shall have its principal office in Bunkyo-ku, Tokyo.<\/p>\n\n\n\n
Article 3. The corporation may establish branch offices in necessary locations subject to a resolution of the board of directors.
2 Branches shall be provided for in the detailed regulations.<\/p>\n\n\n\n
(Purpose)
Article 4. The purpose of this corporation is to promote the progress and dissemination of research related to zoology by conducting activities such as presenting research, exchanging knowledge, and providing information related to zoology, thereby contributing to the development of academic studies and the promotion of science and technology, as well as contributing to the enhancement of human welfare by promoting zoology, promoting zoological education, promoting collaboration with society, supporting zoological research, and promoting international cooperation.<\/p>\n\n\n\n
(Business)
Article 5. This corporation shall conduct the following operations to achieve the purpose of the preceding article.
(1) Promotion of zoological research through academic meetings such as annual conferences, branch regular meetings, and lecture events
(2) Dissemination of zoological research through the publication of academic journals, academic books, and other scholarly materials
(3) Projects to promote collaboration and cooperation with related academic societies both in Japan and overseas, as well as social collaboration
(4) Activities for the advancement of scholarship and the promotion of science and technology through the encouragement of research and the commendation of research achievements.
(5) Promotion of social education through awards and other recognition for educational and knowledge dissemination activities related to zoology
(6) Research grant programs related to zoology
(7) Projects promoting international cooperation related to zoology
(8) Other operations necessary to achieve the purpose of this corporation
(2) The businesses in items (1), (2), (4), (5), and (6) of the preceding paragraph are to be conducted in Japan, and those in items (3), (7), and (8) of the same paragraph are to be conducted in Japan and overseas.<\/p>\n\n\n\n
(Fiscal Year)
Article 6 The fiscal year of this corporation shall begin on July 1 of each year and end on June 30 of the following year.<\/p>\n\n\n\n
(Corporate Members)
Article 7. This corporation shall have the following members.
(1) Regular Member: An individual who agrees with the purpose of this corporation and has joined.
(2) Student members: Students who are enrolled in a university or an equivalent school and have joined in agreement with the purpose of this corporation.
(3) Elementary, Junior High, and High School Teacher Members: Individuals who work as teaching or administrative staff at elementary, lower secondary, upper secondary, or equivalent schools, and who join in agreement with the purpose of this corporation.
(4) Senior Members: Individuals aged 65 or older who have joined in agreement with the purpose of this corporation.
(5) Long-term Member: An individual who is at least 70 years of age and has joined in agreement with the purpose of this corporation.
(6) Overseas Members: Overseas individuals who agree with the purpose of this corporation and have joined.
(7) Corporate Member: A public-interest organization that has agreed with the purpose of this corporation and has joined.
(8) Supporting Members: Individuals, corporations, or organizations that support the activities of this corporation.
2 Of the members in the preceding paragraph, general members, student members, elementary, junior high, and high school teacher members, senior members, lifelong members, and overseas members shall constitute the members under the Act on General Incorporated Associations and General Incorporated Foundations.<\/p>\n\n\n\n
(Acquisition of Membership Qualification)
Article 8: Persons wishing to join as members must complete the membership procedures determined by the Board of Directors and obtain the approval of the Board of Directors.<\/p>\n\n\n\n
(Admission Fees and Dues)
Article 9 Members shall pay the admission fee and membership dues (hereinafter referred to as \"Membership Dues, etc.\") based on the membership dues regulations determined at the general meeting of members in order to cover the expenses necessary for the activities of this corporation.
2 Paid membership dues shall not be refunded under any circumstances.<\/p>\n\n\n\n
(Cancellation of Membership)
Article 10 Members of this corporation specified in Article 7 may voluntarily withdraw by submitting a notice of withdrawal separately determined by the Board of Directors.<\/p>\n\n\n\n
(Expulsion)
Article 11. If a member falls under any of the following items, the member may be expelled by a resolution of the general meeting of members.
(1) When violating these Articles of Incorporation or other rules and regulations
(2) When he\/she commits an act that damages the honor of this corporation or is contrary to its purpose
(3) When there are other justifiable grounds for expulsion<\/p>\n\n\n\n
(Loss of Membership)
Article 12 In addition to the cases referred to in the preceding article, a member shall lose their status upon falling under any of the following items:
(1) When the payment obligation under Article 9 has not been fulfilled for 2 years or more
(2) When the member dies, receives a declaration of disappearance, or when the corporate body or organization that is the member is dissolved
2 When a member loses their status, they lose their rights and are released from their obligations toward this corporation. However, unfulfilled obligations, including those under Article 9, cannot be avoided.<\/p>\n\n\n\n
(Structure)
Article 13 The general meeting of members shall consist of all members.<\/p>\n\n\n\n
(Authority)
Article 14. The General Meeting of Members shall pass resolutions on the following matters.
(1) Appointment and dismissal of officers
\u3000(2) Amendment of the Articles of Incorporation
(3) Approval of business reports and financial statements for each fiscal year
\u3000(4) Expulsion of a Member
\u3000(5) Dissolution, Mergers, and Disposition of Remaining Assets
\u3000(6) In addition to the matters specified in the preceding paragraph, any matters required by law or these Articles of Incorporation to be resolved by the general meeting of members<\/p>\n\n\n\n
(Types and Schedules)
Article 15. In addition to holding an annual general meeting of members once a year within three months after the end of the fiscal year, an extraordinary general meeting of members shall be held as necessary.<\/p>\n\n\n\n
(Notice)
Article 16. The General Meeting of Members shall be convened by the Chairperson based on a resolution of the Board of Directors.
2. When convening a general meeting of employees, written notice must be given at least two weeks prior to the meeting date, specifying the date, time, location, and agenda items.<\/p>\n\n\n\n
(Chair)
Article 17. The chairperson of the general meeting of members shall be elected from among the members at that meeting.<\/p>\n\n\n\n
(Voting Rights)
Article 18: Each member shall have one vote at the general meeting of members.<\/p>\n\n\n\n
(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\u2019 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.
\u3000(1) Expulsion of a Member
\u3000(2) Removal of Auditors
\u3000(3) Amendment of the Articles of Incorporation
\u3000(4) Dissolution
\u3000(5) Other matters prescribed by law<\/p>\n\n\n\n
(Proxy Voting and Written Balloting)
Article 20. An employee may cast a vote in writing or by electromagnetic means regarding matters notified in advance, or delegate their voting rights to another employee as a proxy.
2. In the case described in the preceding paragraph, the employee shall be deemed to have attended.
3. If a director or member submits a proposal regarding a matter that is the subject of a general meeting of members, and all members express their consent to such proposal in writing or by electronic record, the proposal shall be deemed to have been approved by a resolution of the general meeting of members.<\/p>\n\n\n\n
(Minutes)
Article 21. Minutes of the General Meeting of Members shall be prepared in accordance with the provisions of laws and regulations.
2. The chairperson and the minute-taker appointed at the meeting shall sign and affix their seals to the minutes referred to in the preceding paragraph.<\/p>\n\n\n\n
(Number of Officers, etc.)
Article 22. This corporation shall have the following officers.
\u3000(1) Directors: 15 or more, but no more than 25
\u3000(2) Auditors: No more than 2
2. One of the directors shall serve as chairperson.
3. The Chairperson referred to in the preceding paragraph shall serve as the representative director under the Act on General Incorporated Associations and General Incorporated Foundations, and directors other than the Chairperson shall serve as executive directors pursuant to Article 91, Paragraph 1, Item 2 of said Act.<\/p>\n\n\n\n
(Appointment of Officers, etc.)
Article 23: The Board of Directors shall appoint and remove the President and Vice President.
Among the directors of this corporation, the total number of any one director and their relatives or other persons with special relationships must not exceed one-third of the total number of directors (current number).
3. The auditors of this corporation shall not include any directors of this corporation (including relatives or persons with other special relationships) or employees of the corporation. Furthermore, no two auditors may be related to each other or have any other special relationship.<\/p>\n\n\n\n
(Duties and Authority of Directors)
Article 24. Directors shall constitute the Board of Directors and shall execute their duties in accordance with laws and regulations and these Articles of Incorporation.
2 The Chairperson shall, as a representative director, represent this corporation and execute its operations in accordance with laws and regulations and the provisions of these Articles of Incorporation, and the directors shall, as executive directors, share and execute the operations of this corporation in accordance with what is separately determined at the Board of Directors meeting.
(3) The President and Directors shall report the status of the execution of their duties to the Board of Directors at least twice in each fiscal year at intervals of not more than four months.<\/p>\n\n\n\n
(Duties and Authority of Corporate Auditor)
Article 25 The company auditor shall perform the following duties:
(1) The auditors shall audit the execution of duties by the directors and, as provided for by laws and regulations, prepare audit reports.
(2) The auditors may, at any time, request business reports from directors and employees, and investigate the status of the business and assets of this corporation.<\/p>\n\n\n\n
(Term of Office of Officers, etc.)
Article 26. The term of office of a director shall last until the conclusion of the ordinary general meeting of members concerning the final business year among those ending within two years following their election; provided, however, that the term of office of a director may not continue for more than two consecutive terms.
(2) The term of office of a corporate auditor shall last until the conclusion of the annual meeting of members for the last business year that ends within two years after their election; provided, however, that this does not prevent their re-election.
(3) The term of office of a director elected to fill a vacancy shall last until the expiration of the term of office of the predecessor.
4 When the number of directors or auditors falls short of the quorum prescribed in Article 22, a director or auditor who has retired due to expiration of their term of office or resignation shall continue to have the rights and duties of a director or auditor until a newly appointed person assumes office.<\/p>\n\n\n\n
(Dismissal of Officers)
Article 27 Directors and company auditors may be dismissed by a resolution of a general meeting of members.<\/p>\n\n\n\n
(Remuneration of Officers, etc.)
Article 28. Directors and auditors may be paid remuneration, etc., in an amount calculated in accordance with the standards for the payment of remuneration, etc., separately determined at a general meeting of members, within the scope of the total amount separately determined at the general meeting of members.<\/p>\n\n\n\n
(Partial Exemption of Officers' Liability for Damages)
Article 29. The Corporation may, by resolution of the Board of Directors, exempt officers from their liability for damages under Article 111, Paragraph 1 of the Act on General Incorporated Associations and General Incorporated Foundations, in cases where they meet the requirements specified by laws and regulations, up to an amount obtained by deducting the minimum liability amount specified by laws and regulations from the amount of liability for damages.<\/p>\n\n\n\n
(Structure)
Article 30. This corporation shall have a board of directors.
2. The Board of Directors shall consist of all directors.<\/p>\n\n\n\n
(Authority)
Article 31 The Board of Directors shall perform the following duties:
(1) The execution of the business operations of this corporation
(2) Supervision of the execution of duties by directors
(3) Election and dismissal of representative directors and executive directors
2 The board of directors may not delegate to directors the decision on the execution of important operations, including the following matters:
(1) Disposition and acquisition of important property
(2) A large debt
(3) Appointment and dismissal of key employees
(4) Establishment, change, and abolition of secondary offices and other important organizations
(5) Improvement of internal control systems
(6) Exemption from Liability under Article 29
3. When exercising rights as a shareholder or the like against the issuing company of shares (contributions) held by this corporation that are subject to the latter part of Article 40, Paragraph 1 of the Act on Special Measures Concerning Taxation, except for the following matters, the approval of at least two-thirds of the total number of directors (current directors) at a board of directors meeting is required in advance.
(1) Receipt of dividends
(2) Gratis allotment of new shares
(3) Subscription to stock dividend capital increase
(4) Receipt of documents distributed to shareholders<\/p>\n\n\n\n
(Notice)
Article 32 The Board of Directors shall be convened by the Chairperson.
If the chairperson is absent or unable to perform their duties, the vice chairperson shall convene the board of directors.<\/p>\n\n\n\n
(Chair)
Article 33: The chairperson of the board of directors shall be the president.
If the chairperson is absent or unable to perform their duties, the vice chairperson shall serve as the chairperson of the board of directors.<\/p>\n\n\n\n
(Resolution)
Article 34 Resolutions of the Board of Directors shall be made by a majority of the directors present, where a majority of the directors who are not subject to a special interest with respect to the resolution are present.
2 Regardless of the provision of the preceding paragraph, when the requirements of Article 96 of the Act on General Incorporated Associations and General Incorporated Foundations are satisfied, it shall be deemed that a resolution of the board of directors has been adopted.<\/p>\n\n\n\n
(Board Meeting Minutes)
Article 35 Minutes of board of directors meetings shall be prepared in accordance with laws and regulations.
2 The Chairperson and the Auditors who attended the Board of Directors meeting shall sign and seal the minutes of the preceding paragraph.<\/p>\n\n\n\n
Business Plan and Income and Expenditure Budget
Article 36 The business plan, income and expenditure budget, and documents stating the prospects for fund-raising and capital investment of this corporation must be prepared by the Chairperson and approved by the Board of Directors by no later than the day preceding the first day of each fiscal year. The same shall apply when these are modified.
2 The documents referred to in the preceding paragraph shall be kept at the principal office (and secondary offices) until the end of the relevant business year and made available for public inspection.
(3) The business plan and income and expenditure budget documents referred to in paragraph 1 must be submitted to the administrative agency prior to the start of each business year.<\/p>\n\n\n\n
(Business Report and Financial Statements)
Article 37 Regarding the business reports and settlement of accounts of this corporation, after the end of each fiscal year, the Chairperson shall prepare the following documents, have them audited by the auditors, obtain the approval of the board of directors, submit them to the ordinary general meeting of members, and obtain approval.
(1) Business Report
(2) Notes to the Business Report
(3) Balance Sheet
(4) Income Statement (Statement of Changes in Net Assets)
(5) Supplementary statements to the balance sheet and profit and loss statement (statement of changes in net assets)
(6) Inventory of assets
2 The inventory of property and other documents set forth in the preceding paragraph shall be submitted to the administrative agency within three months after the end of each business year.
In addition to the documents set forth 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 the roster of members shall be kept at the principal office and made available for public inspection.
(1) Audit Report
(2) List of directors and auditors
(3) Document stating the standards for the payment of remuneration for directors and corporate auditors
(4) Documents outlining the operational structure and business activities, as well as important numerical data related thereto<\/p>\n\n\n\n
(Calculation of the amount of remaining property acquired for public interest purposes)
Article 38. The chairperson shall calculate the balance of property acquired for public interest purposes as of the last day of each business year, based on the provisions of Article 48 of the Ordinance for Enforcement of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, and shall state it in the document set forth in Article 37, Paragraph 3, Item 4.<\/p>\n\n\n\n
(Fund Raising)
Article 39 The corporation may invite applications for persons to underwrite funds.
2. Contributed funds shall not be returned until this corporation is dissolved.
3 Regarding the procedure for the return of funds, the liquidator shall separately determine the location, method, and other necessary matters for the return of funds in accordance with the provisions of Article 236 of the Act on General Incorporated Associations and General Incorporated Foundations.<\/p>\n\n\n\n
(Amendment of Articles of Incorporation)
Article 40. These articles of incorporation may be amended by a resolution of the general meeting of members.<\/p>\n\n\n\n
(Merger, etc.)
Article 41 The corporation may, by a resolution passed at a general meeting of members by a majority of not less than two-thirds of all members, who represent not less than half of all members, effect a merger with other juridical persons under the Act on General Incorporated Associations and General Incorporated Foundations, transfer all or part of its business, and abolish all of its public benefit operations.
2 When carrying out the merger, etc., set forth in the preceding paragraph, notification thereof must be given to the administrative agency in advance.<\/p>\n\n\n\n
(Dissolution)
Article 42. This corporation shall be dissolved by a resolution of the general meeting of members or due to other grounds specified in items 1, 2, and 4 through 7 of Article 148 of the Act on General Incorporated Associations and General Incorporated Foundations.<\/p>\n\n\n\n
(Gift of residual property acquired for public interest purposes)
Article 43. If this corporation has its public interest certification revoked, or is dissolved through a merger (excluding cases where the corporation succeeding to its rights and obligations is a public interest corporation), it shall, by resolution of the general meeting of members, donate property equivalent in value to the surplus of property acquired for public interest purposes within one month from the date of such revocation of public interest certification or the date of such merger, to the national government or a local government, or to a corporation listed in Article 5, item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations that falls under the category of a public interest corporation, etc. prescribed in Article 40, paragraph 1 of the Act on Special Measures Concerning Taxation.<\/p>\n\n\n\n
(Attribution of Residual Assets)
Article 44. In the event that this corporation is liquidated, the residual assets possessed shall be gifted, by resolution of a general meeting of members, to the national government or a local government, or to a corporation listed in Article 5, item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations that falls under a public interest incorporated association, etc., prescribed in Article 40, paragraph 1 of the Act on Special Measures Concerning Taxation.<\/p>\n\n\n\n
(Establishment of Secretariat, etc.)
Article 45. To process the affairs of this corporation, a secretariat shall be established.
2 The secretariat shall have the necessary personnel.
3 Key officials shall be appointed and dismissed by the Chairperson with the approval of the Board of Directors.
4 Matters necessary for the organization and operation of the secretariat shall be determined separately by the chairperson through a resolution of the board of directors.<\/p>\n\n\n\n
(Method of Public Notice)
Article 46. Public notices of this corporation shall be given by means of electronic public notices.<\/p>\n\n\n\n
1 This Articles of Incorporation shall come into effect from the date of the registration of the establishment of a public interest corporation specified in Article 106, Paragraph 1 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations.<\/p>\n\n\n\n
2. The initial representative director of this corporation shall be Yoshitaka Nagahama, and the executive directors shall be Kiyokazu Agata, Hidetoshi Tamate, Akihisa Terakita, Takayuki Takahashi, Kazuyuki Migami, Yoshitaka Oka, Minoru Uchiyama, Yoshinori Shichida, Sumio Takahashi, Hiroshi Iida, Osamu Koizumi, Tatsuya Ueki, Takahiro Asami, Toshiya Matsushima, Chikako Shingyoji, Kazuyoshi Tsutsui, Koji Akasaka, Masahisa Nakamura, and Yoshiro Takei.<\/p>\n\n\n\n
Notwithstanding the provisions of Article 6, when the registration of dissolution of an exceptional private foundation and the registration of establishment of a public interest corporation are made as prescribed in Article 106, paragraph (1) of the Act on Arrangement of Relevant Acts Incidental to the Enforcement of the Act on General Incorporated Associations and General Incorporated Foundations and the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundations, the day preceding the date of the registration of dissolution shall be the end of the business year, and the date of the registration of establishment shall be the beginning of the business year.<\/p>","protected":false},"excerpt":{"rendered":"\u516c\u76ca\u793e\u56e3\u6cd5\u4eba\u3000\u65e5\u672c\u52d5\u7269\u5b66\u4f1a\u3000\u5b9a\u6b3e \u4ee4\u548c6\u5e749\u670813\u65e5\u3000\u6539\u6b63 \u7b2c 1 \u7ae0\u3000\u7dcf\u3000\u5247 \uff08\u540d\u3000\u3000\u79f0\uff09\u7b2c 1 \u6761\u3000\u3053\u306e\u6cd5\u4eba\u306f\u516c\u76ca\u793e\u56e3\u6cd5\u4eba\u65e5\u672c\u52d5\u7269\u5b66\u4f1a\u3068\u79f0\u3059\u308b\u3002 \uff08\u4e8b\u3000\u52d9\u3000\u6240\uff09\u7b2c2\u6761\u3000\u3053\u306e\u6cd5\u4eba\u306f\u3001\u4e3b\u305f\u308b\u4e8b\u52d9\u6240\u3092\u6771\u4eac\u90fd\u6587\u4eac\u533a\u306b\u7f6e\u304f\u3002 […]","protected":false},"author":1,"featured_media":0,"parent":49,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-375","page","type-page","status-publish","hentry"],"acf":[],"jetpack_sharing_enabled":true,"jetpack_shortlink":"https:\/\/wp.me\/Pb55P2-63","_links":{"self":[{"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/pages\/375","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/comments?post=375"}],"version-history":[{"count":9,"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/pages\/375\/revisions"}],"predecessor-version":[{"id":5346,"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/pages\/375\/revisions\/5346"}],"up":[{"embeddable":true,"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/pages\/49"}],"wp:attachment":[{"href":"https:\/\/www.zoology.or.jp\/english\/wp-json\/wp\/v2\/media?parent=375"}],"curies":[{"name":"WP","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}