Chapter 1: General Provisions

Article 1: Name

The name of this organization shall be the “Endoscopic Liver Surgery Study Group,” a  specified non-profit organization. Its name in English shall be the “Endoscopic Liver Surgery Study Group,” and its English abbreviation shall be “NPO ELSSG.”

Article 2: Office

The principal office of this organization shall be established in Ota-ku, Tokyo.

Article 3: Objective

The objective of this organization is to promote research, education, and dissemination of endoscopic surgery for liver diseases to the public. This is achieved through the support of research institutions and researchers involved in investigator-initiated clinical research and trials, the provision of information on endoscopic surgery for liver diseases, and the offering of educational programs related to clinical research. Through these initiatives, the organization aims to contribute to the enhancement of public health and welfare.

Article 4: Types of Specified Non-profit Activities

To achieve the objectives stated in the preceding article, this organization shall carry out the following types of specified non-profit activities:

  1. Promotion of health, medical care, or welfare enhancement.
  2. Advancement of social education.
  3. Promotion of academia, culture, arts, or sports.
  4. Facilitation of international cooperation.
  5. Advancement of an information society.
  6. Promotion of science and technology.
  7. Support for the development of vocational skills and the expansion of employment opportunities.
  8. Operation, coordination, advisory, and assistance of organizations engaged in the activities mentioned in the preceding items.

Article 5: Types of Activities

  1. To achieve the objectives stated in Article 3 of the Articles of Incorporation, this organization shall carry out the following specified non-profit activities:
    1. Support activities for the implementation of research, education, and dissemination activities related to endoscopic surgery for liver diseases.
    2. Support activities for the development and education of highly specialized personnel in research, education, and dissemination related to endoscopic surgery for liver diseases.
    3. Initiatives for information collection, provision, education, and public awareness initiatives for research, education, and dissemination regarding endoscopic surgery for liver diseases.
    4. Collaboration establishment with various experts, organizations, and research institutions for research, education, and dissemination regarding endoscopic surgery for liver diseases.
    5. International exchange program for research, education, and dissemination of endoscopic surgery for liver diseases.
    6. Dissemination and awareness initiatives for research, education, and promotion of endoscopic surgery for liver diseases through websites and other online platforms.
    7. Other activities necessary to achieve the objectives.
  1. This organization shall carry out the following other activities:
    1. Advertisement activity on website.
  1. The activities mentioned in the preceding article shall be carried out as long as they do not interfere with the activities listed in Paragraph 1, and their incomes shall fund the activities listed in Paragraph 1.

Chapter 2: Members

Article 6: Types

The members of this organization shall consist of the following two types, and regular members shall be considered employees in accordance with the Specified Non-profit Activities Promotion Law (hereinafter referred to as the “Law”).

  1. Regular members: Individuals and organizations that have become members of this organization in agreement with its objectives.
  2. Supporting Members: Individuals and organizations that have become members of this organization to provide support and endorse its objectives.

Article 7: Membership

  1. There are no specified conditions prescribed for membership.
  2. Persons for regular membership shall apply to the Chairperson, utilizing the membership application form specified separately by the Chairperson.
  3. The Chairperson must approve the membership, unless there is a valid reason, upon receipt of the membership application as mentioned in the preceding paragraph.
  4. If the Chairperson refuses to grant the membership as stated in Paragraph 2, the Chairperson must promptly notify applicant in writing, providing reasons for the refusal.

Article 8: Membership Fee and Dues

Members must pay the membership fee and dues as separately determined at the General Meeting.

Article 9: Loss of Membership Qualification

If a member meets any of the following items, their membership shall be forfeited:

  1. Upon submission of a notice of withdrawal.
  2. Upon the death of the member, declaration of missing, or dissolution of the member or organization.
  3. Upon non-payment of membership fee for one (1) year or more.
  4. Upon expulsion from the organization.

Article 10: Resignation

Members may voluntarily withdraw by submitting a notice of withdrawal to the Chairperson, as separately specified by the Chairperson.

Article 11: Expulsion

Members may be expelled by a resolution of the General Meeting if they meet any of the following items:

  1. Violation of these Articles of Incorporation.
  2. Detrimental actions to the reputation or trust of this organization or contravention of its objectives.
  3. In the event of expulsion of members as prescribed in the preceding paragraph, the member shall be given an opportunity to provide an explanation before the resolution is made.

Chapter 3: Officers

Article 12: Types and Fixed Number of Officers

This organization shall have the following officers:

  1. Directors: At least three (3) and no more than eight (8).
  2. Auditors: At least one (1) and no more than two (2) auditors.
  3. One of the directors shall act as the Chairperson, and one (1) or two (2) of the directors shall serve as the Vice Chairperson(s).

Article 13: Appointment, etc.

  1. Directors and auditors shall be appointed by the General Meeting.
  2. The Chairperson and Vice Chairperson shall be elected among the directors.
  3. Officers shall not have more than one (1) spouse or relative up to the third degree of kinship, and the total number of officers, including the officer, their spouse, and relatives within the third degree, shall not exceed one-third (1/3) of the total number of officers.
  4. A person who meets any of the items in Article 20 of the Law shall not be eligible to serve as an officer of this organization.
  5. The auditor shall not concurrently serve as director and employee in this organization.

Article 14: Duties

  1. The Chairperson shall serve as the representative of this organization and supervise its duties.
  2. Directors, other than the Chairperson, shall not serve as the representative of this organization in its duties.
  3. The Vice Chairperson shall assist the Chairperson and, in the event of an accident or the Chairperson’s absence, shall assume the duties of the Chairperson in the order previously designated by the Chairperson.
  4. Directors constitute the Board of Directors Meeting and, based on the provisions of these Articles of Incorporation and resolutions of the General Meeting or the Board of Directors Meeting, perform the duties of this organization.
  5. Auditors perform the following duties:
    1. Audit the performance of the duties of directors.
    2. Audit the status of this organization’s assets.
    3. If any irregularities or significant violations of laws, regulations, or these Articles of Incorporation are found concerning the operations or assets of this organization during audits conducted in accordance with the provisions of the preceding two paragraphs, such irregularities and violations shall be reported to the General Meeting or the competent authority.
    4. If it is necessary to report item as stated in the preceding, the General Meeting shall be convened.
    5. To provide opinions to the directors regarding the status of their execution of duties or the condition of the assets of this

Article 15: Terms, etc.

  1. The term of officers shall end within two (2) years. However, reappointment shall not be precluded.
  2. Notwithstanding the provisions of the preceding paragraph, if a successor officer has not been elected, the term of office shall be extended until the conclusion of the first General Meeting after the end of the term of office.
  3. The term of an officer appointed to fill a vacancy or an increase in the number of officers shall be the remaining term of the predecessor or the incumbent director.
  4. Officers shall continue to perform their duties after resignation or the end of their term until a successor assumes the position.

Article 16: Vacancy Replacement

In the event that the number of vacancies among directors or auditors exceeds one-third (1/3) of the total number, such vacancies shall be promptly filled.

Article 17: Dismissal of Officers

Officers may be dismissed by a resolution of the General Meeting if they meet any of the following items.

  1. In the event that an officer is deemed unable to perform their duties due to a mental or physical illness.
  2. In the event of a breach of duties or other unsuitable conduct as an officer.
  3. In the event that an officer is to be dismissed pursuant to the provisions of the preceding paragraph, the officer shall be given an opportunity to provide an explanation before the resolution is made.

Article 18: Remuneration, etc.

  1. The officers may receive remuneration within the range of one-third (1/3) or less of the total number of officers.
  2. The officers may be reimbursed for expenses incurred in the performance of their duties.
  3. The Chairperson shall determine the necessary matters concerning the preceding two provisions through a resolution of the Board of Directors Meeting.

Chapter 4: Meetings

Article 19: Types and Numbers

  1. This organization shall have two types of meetings: General Meeting and Board of Directors Meeting.
  2. The General Meeting shall consist of Regular General Meeting and Extraordinary General Meeting.

Article 20: Constitution of the General Meeting

The General Meeting shall consist of regular members.

Article 21: Authorities of General Meeting

The General Meeting shall resolve on the following matters:

  1. Amendment of the articles of incorporation.
  2. Dissolution and merger.
  3. Expulsion of members.
  4. Activity reports and financial statements.
  5. Appointment and dismissal of officers.
  6. Duties of officers.
  7. Membership fees and dues.
  8. Ownership of residual assets upon dissolution.
  9. Other important matters regarding operations.

Article 22: General Meeting

  1. The General Meeting shall be held once a year.
  2. The Extraordinary General Meeting shall be convened in the following circumstances:
    1. The Board of Directors Meeting deems it necessary and requests a meeting to be convened.
    2. A written request for convening, stating the purpose of the meeting, is made by more than one-fifth (1/5) of the total number of regular members.
    3. The auditor convenes an Extraordinary General Meeting in accordance with the provisions of Article 14, Paragraph 5, Item 4.

Article 23: Convocation of General Meeting

  1. The Chairperson shall convene the General Meeting, except in the case specified in Article 22, Paragraph 3.
  2. The Chairperson must convene the Extraordinary General Meeting within 30 days from the date when a request is made in accordance with the provisions of the preceding Article, Paragraph 2, Items 1 and 2.
  3. When convening a General Meeting, notice in written or by electromagnetic means must be given, specifying the date, time, location, purpose, and agenda of the meeting, at least five (5) days prior to the scheduled date of the Meeting.

Article 24: Chairperson of the General Meeting

The Chairperson of the General Meeting shall be elected from among the regular members present at the Meeting.

Article 25: Quorum for the General Meeting

The Chairperson of the General Meeting shall be elected from among the regular members present.

Article 26: Resolutions of the General Meeting

  1. Matters to be resolved at the General Meeting shall be those notified in advance in accordance with the provisions of Article 23, Paragraph 3.
  2. The Matters of the General Meeting shall be adopted by a majority vote of the regular members present, except as otherwise specified in these Articles of Incorporation. In the event of a tie, the matters shall be decided by the Chairperson of the General Meeting.

Article 27: Voting Rights, etc. at General Meeting

  1. The voting rights of each regular member shall be equal.
  2. Regular members who are unable to attend the General Meeting for unavoidable circumstances may vote on the matters notified in advance in writing or by electromagnetic means or delegate another regular member to vote by proxy.
  3. A regular member who has voted in accordance with the provisions of the preceding paragraph shall be considered as present at the General Meeting for the purposes of Article 2 and Article 28, Paragraph 1.
  4. A regular member with a specified conflict of interest shall be ineligible to participate in the resolution of the General Meeting.

Article 28: Minutes of the General Meeting

  1. Minutes of the General Meeting shall be created, documenting the following matters:
    1. Date, time, and location
    2. The total number of regular members and attendees (specifying the number of voters or proxies by written or electromagnetic record, if applicable).
    3. Agenda items
    4. Summary of the proceedings and the results of the resolution
    5. Matters concerning the appointment of signatories to the minutes.
  1. The minutes must be signed or sealed by the Chairperson and two (2) designated signatories appointed at the General Meeting.

Article 29: Composition of the Board of Directors Meeting

The Board of Directors Meeting shall consist of directors.

Article 30: Authorities of the Board of Directors Meeting

The Board of Directors Meeting shall determine the following matters, in addition to those separately stipulated in these Articles of Incorporation:

  1. Matters to be brought up at the General Meeting.
  2. Matters concerning the implementation of resolutions adopted at the General Meeting.
  3. Other matters concerning the implementation of duties, without requiring a resolution from the General Meeting.

Article 31: Board of Directors Meeting

The Board of Directors Meeting shall convene under the following circumstances:

  1. The Chairperson deems it necessary.
  2. Upon a written request for convocation, specifying the purpose of the Board of Directors Meeting, made by one-half (1/2) of the total number of directors.

Article 32: Convening of the Board of Directors Meeting

  1. The Chairperson shall convene the Board of Directors Meeting.
  2. The Chairperson must convene the Board of Directors Meeting within 14 days from the day when a request is made in accordance with the provisions of the preceding Article, Item 2.
  3. When convening the Board of Directors Meeting, a notice must be given in writing or by electromagnetic record at least five (5) days prior to the scheduled date of the Meeting, specifying the date, time, place, purpose, and matters to be discussed.

Article 33: Chairperson of the Board of Directors Meeting

The Chairperson of the Board of Directors Meeting shall chair the Board of Directors Meeting.

Article 34: Resolutions of the Board of Directors Meeting

  1. The matters to be resolved at the Board of Directors Meeting shall be those notified in advance in accordance with the provisions of Article 32, Paragraph 3.
  2. Matters of the Board of Directors Meeting shall be adopted by a majority of the total number of Directors, and in the event of a tie, the Chairperson shall determine them.

Article 35: Voting Rights, etc. in the Board of Directors Meeting

  1. The voting rights of each director shall be equal.
  2. Directors who are unable to attend the Board of Directors Meeting due to unavoidable circumstances may vote in writing on the matters notified in advance.
  3. A director who has voted in accordance with the provisions of the preceding paragraph shall be considered as present at the Board of Directors Meeting for the purposes of the preceding article and the following article, Paragraph 1.
  4. Directors with a specified conflict of interest may be ineligible to participate in the voting of the Board of Directors Meeting.

Article 36: Minutes of the Board of Directors Meeting

  1. Minutes of the Board of Directors Meeting shall be created, documenting the following matters:
    1. Date, time, and location.
    2. The total number of directors, those present, and their names (in the case of those voting in writing, this should be noted).
    3. Matters to be deliberated.
    4. Summary of the proceedings and the results of the resolution
    5. Matters concerning the appointment of signatories to the minutes.
  1. The minutes must be signed or sealed by the Chairperson and two (2) appointed minutes signatories selected at the Board of Directors Meeting.

Chapter 5: Assets

Article 37: Composition of Assets

The assets of this organization shall consist of the following items:

  1. Assets listed in the initial property inventory upon establishment.
  2. Membership fees and dues.
  3. Donated assets.
  4. Asset income.
  5. Activity income.
  6. Other income.

Article 38: Classification of Assets

The assets of this organization shall consist of two types: assets pertaining to specified non-profit and other activities.

Article 39: Asset Management

The assets of the organization shall be managed by the Chairperson, and the method of management shall be determined separately by the Chairperson with the approval of the Board of Directors Meeting.

Chapter 6: Accounting

Article 40: Principles of Accounting

The accounting of this organization shall be conducted in accordance with the principles listed in each item of Article 27 of the Law.

Article 41: Classification of Accounting

The accounting of this organization shall be two types: Specified Non-profit Activity Accounting and Other Activity Accounting.

Article 42: Fiscal Year

The fiscal year of this organization shall begin on April 1 and end on March 31 of the following year.

Article 43: Activity Plan and Budget

The activity plan of the organization and the budget for its activities must be created each fiscal year by the Chairperson and require approval with a resolution of the Board of Directors Meeting.

Article 44: Provisional Budget

  1. Notwithstanding the provisions of the preceding article, in the event that the budget is not approved due to unavoidable circumstances, the Chairperson, with the approval of the Board of Directors Meeting, may manage income and expenditure in accordance with the budget of the previous fiscal year until the budget is established.
  2. The income and expenditure stated in the preceding paragraph shall be considered as the income and expenses of the newly established budget.

Article 45: Budget Additions and Amendments

In the event that unavoidable circumstances arise after the approved budget has been finalized, additions or revisions to the budget may be made by a resolution of the Board of Directors Meeting.

Article 46: Activity Report and Financial Statements

  1. The Chairperson shall promptly create the activity report, statement of activities, balance sheet, inventory of assets, and other documents regarding the financial statements of this organization upon the conclusion of each fiscal year. These documents shall undergo audit by the auditor and obtain approval through a resolution of the General Meeting.
  2. In the event that a surplus arises in the financial statements, it shall be carried forward to the following fiscal year.

Article 47: Extraordinary Measures

In cases where there is a need to incur debt or other new obligations, or to waive rights, in addition to those specified by the budget, it shall require a resolution by the Board of Directors Meeting.

Chapter 7: Amendment of Articles, Dissolution, and Merger

Article 48: Accounting Principles

  1. In the event that the organization amends its Articles of Incorporation, it must obtain a resolution by a majority vote of three-fourths (3/4) or more of the regular members present at the General Meeting. Additionally, for the following matters as stipulated in Article 25, Paragraph 3 of the Law, it is required to obtain certification from the competent authority.
    1. Purpose.
    2. Name.
    3. The types of specified non-profit activities and their associated activities.
    4. The location of the principal office and other branch offices (limited to cases where there are changes in the competent authority).
    5. Matters concerning the acquisition and forfeiture of membership.
    6. Matters regarding officers (excluding matters concerning the fixed number of officers)
    7. Matters regarding the General Meeting.
    8. In the case of other activities, the type of activity and other matters related to those activities.
    9. Matters concerning dissolution are limited to those pertaining to the attribution of residual assets.
    10. Matters regarding the amendment of the Articles of Incorporation.
  1. When the Articles of Incorporation of this organization are amended (excluding matters requiring certification by the competent authority as stipulated in the preceding paragraph), it must be notified to the competent authority.

Article 49: Dissolution

  1. This organization shall be dissolved in the following circumstances:
    1. Resolution of the General Meeting
    2. In the event that the execution of the activity related to the intended specified non-profit activity becomes unfeasible.
    3. A lack of a regular member.
    4. The Merger.
    5. The decision to commence bankruptcy proceedings.
    6. Rescission of the certification of incorporation by the competent authority
  2. In the event of the dissolution of this organization as specified in the preceding paragraph, Item 1, it shall require a resolution by a majority vote of three-fourths (3/4) or more of the total number of regular members.
  3. In the event of the dissolution of this organization due to the reasons specified in Paragraph 1, Item 2, it shall require certification from the competent authority.

Article 50: Extraordinary Measures

In the event of the dissolution of this organization (excluding dissolution due to merger or commencement of bankruptcy proceedings), the residual assets shall be transferred to the parties specified in Article 11, Paragraph 3 of the Law as determined by the General Meeting.

Article 51: Merger

In the event that this organization plans to proceed with a merger, it shall require a resolution by a majority vote of three-fourths (3/4) or more of the total number of regular members at a General Meeting, and it must obtain approval from the competent authority.

Chapter 8: Method of Public Notices

Article 52: Method of Public Notices

The public notifications of this organization shall be posted in the bulletin board of this organization and published in the official gazette. However, with regard to the announcement of the balance sheet as stipulated in Article 28-2, Paragraph 1 of the Law, it shall be posted in the bulletin board of the principal office of this organization.

Chapter 9: Secretariat

Article 53: Establishment of a Secretariat

  1. This organization may establish the Secretariat to fulfill its duties.
  2. The Secretariat may have administrative director and necessary personnel.

Article 54: Appointment and Dismissal of Staff

The appointment and dismissal of the administrative director and personnel shall be executed by the Chairperson.

Article 55: Organization and Management

Matters concerning the organization and management of the Secretariat shall be separately determined by the Chairperson with a resolution of the Board of Directors Meeting.

Chapter 10: Miscellaneous Provisions

Article 56: Bylaws

The necessary bylaws regarding the implementation of these Articles of Incorporation shall be determined by the Chairperson in accordance with a resolution of the Board of Directors Meeting.

Supplementary Provisions

  1. These Articles of Incorporation shall become effective from the date of establishment of this organization.
  2. The initial officers of this organization shall be as follows:
    • Chairperson: Hiromasa Kaneko
    • Vice Chairperson: Go Wakabayashi
    • Director: Masakazu Yamamoto
    • Director: Minoru Tanabe
    • Director: Shoji Kubo
    • Director: Mitsuo Shimada
    • Director: Toru Beppu
    • Director: Osamu Itano
    • Auditor: Motohide Shimazu
  1. Notwithstanding the provisions of Article 15, Paragraph 1, the term of office for the initial officers of this organization shall be from the date of establishment of this organization until June 30, 2018 (Heisei 30).
  2. Notwithstanding the provisions of Article 42, the fiscal year for the initial establishment of this organization shall be from the date of its establishment until March 31, 2018 (Heisei 30).
  3. Notwithstanding the provisions of Article 43, the activity plan and budget of this organization at its initial establishment shall be determined by the inaugural General Meeting.
  4. Notwithstanding the provisions of Article 8, the membership fees and dues of this organization at its initial establishment shall be the following amounts:

Individuals and organizations affiliated with the Voluntary Association of Liver Endoscopic Surgery Study Group shall be exempt from the membership fee for the Specified Non-profit Organization Endoscopic Liver Surgery Study Group.

  1. Membership Fee:

– Regular member (Individual): 5,000 yen

– Regular member (Organization): 20,000 yen

– Supporting member (Individual): 5,000 yen (at least one (1) unit or more)

– Supporting member (Organization): 20,000 yen (at least one (1) unit or more)

  1. Annual Membership Dues:

– Regular member (Individual): 5,000 yen

– Regular member (Organization): 20,000 yen

– Supporting member (Individual): 5,000 yen (at least one (1) unit or more)

– Supportingmember (Organization): 20,000 yen (at least one (1) unit or more)

  1. The term of the officers of this organization, as stipulated in Article 15, shall be subject to an extension provision.

Certified by the Tokyo Metropolitan Government on August [date], 2018 (Heisei30).

  1. The membership fees and dues of this organization shall be as the following amounts, notwithstanding the provisions of Article 8.

Both regular members (individuals, medical facilities, organizations) and supporting members (individuals, medical facilities, organizations) shall be exempt from the membership fees of the Specified Non-profit Organization Liver Surgery Study Group.

– Regular member (Individual): 5,000 yen

– Regular member (Medical facility): 20,000 yen

– Regular member (Organization): 100,000 yen

– Supporting member (Individual): 5,000 yen

– Supporting member (Medical facility): 20,000 yen

– Supporting member (Organization): 100,000 yen

Articles of Incorporation

There is no discrepancy in the articles of this organization.

Specified Non-profit Organization Endoscopic Liver Surgery Study Group

Chairperson Name: Hiromasa Kaneko