Cardiovascular Medicine and Medical Support Center Articles of Incorporation

Chapter 1 General rules

(name)

Article 1 This corporation is called the Cardiovascular Medicine and Medical Support Center, a specified non-profit organization. However, in English, "The Cardio-Vascular" Notated as "Medical Supporting Center". In addition, the common name is written as "CVMedicS".

(office)

Article 2 This corporation has an office in 454 Shitsukawa, Toon City, Ehime Prefecture.

Chapter 2 Purpose and Business

(Purpose)

Article 3 This corporation is for people involved in the general public and medicine.

Medical knowledge dissemination and enlightenment business
Clinical trial / clinical trial promotion business
Medical education support project
Latest medical technology development support project
Basic research support project
Medical support business for local and international communities

In addition to elucidating the etiology and pathophysiology of various diseases and developing new treatment methods, we also support the spread and establishment of international and community medical systems that utilize human resources with highly specialized knowledge. Strive. It also aims to contribute to the promotion of social health and welfare by actively enlightening the society of specialized medical knowledge.

(Type of specified non-profit organization)

Article 4 This corporation shall carry out the following types of specified non-profit activities in order to achieve the purpose of Article 3.

Activities to promote health, medical care or welfare
Activities to promote social education
Activities to promote academics, culture, arts and sports
International cooperation activities
Activities to promote science and technology
Activities to support the development of vocational skills or the expansion of employment opportunities

(business)

Article 5 This corporation shall carry out the following specified non-profit activities in order to achieve the purpose of Article 3.

Clinical trial / clinical trial promotion business
Medical Education / Science Council Support Project
Medical knowledge dissemination and enlightenment business
Medical technology development support business
Medical-engineering cooperation promotion business
International contribution promotion business
Community contribution promotion business

Chapter 3 Members

(kinds)

Article 6 The members of this corporation shall be of the following two types, and regular members shall be employees under the Act on Promotion of Specified Nonprofit Activities (hereinafter referred to as the "Act").

Regular member; Individual who joined in support of the purpose of this corporation
Supporting members; individuals and groups who have joined to support the purpose of this corporation and to support the activities of this corporation.

(Enrollment)

Article 7 No particular conditions are set for membership.

-2 Those who intend to join as a member shall apply to the chairman by means of a membership application form separately specified by the chairman, and the chairman must obtain the approval of the board of directors without delay for the membership application of the member.

-3 The board must approve membership unless there is a good reason.

-Four If the board of directors does not approve the membership of the item set forth in paragraph 2, the chairman shall promptly notify the person in writing with the reason.

(Admission fee and membership fee)

Article 8 Members must pay the admission fee and membership fee stipulated by the board of directors and approved by the general meeting.

(Loss of membership)

Article 9 When a member falls under any of the following items, he / she loses his / her qualification.

When submitting a withdrawal notice.
When the person died or the group that is a member disappeared.
When the membership fee has been delinquent for two consecutive years or more.
When you are expelled.

(Withdrawal)

Article 10 Members may voluntarily withdraw by submitting a withdrawal notice separately specified by the president to the president.

(Expulsion)

Article 11 When a member falls under any of the following items, he / she may be removed by a resolution of the general meeting. In this case, the member must be given an opportunity to make a defense before the vote.

When you violate this Articles of Incorporation.
When you hurt the honor of this corporation or act against the purpose

(Non-return of contributions)

Article 12 Prepaid admission fees, membership fees and other contributions will not be refunded.

Chapter 4 Officers and staff

(Type and constant)

Article 13 The following officers shall be appointed to this corporation.

director 3 or more and 10 or less

Auditor 1 or more and 2 or less

-2 Of the directors, one will be the chairman and two will be the vice-chairpersons.

(Appointment, etc.)

Article 14 Directors and auditors shall be appointed at the general meeting.

-2 The Chairman and Vice-Chairman shall be elected by the Directors.

-3 Among the officers, for each officer, the spouse or relatives within the third degree of kinship are included more than one, or the officer and the spouse and relatives within the third degree of kinship are the total number of officers 3 It must not be included in excess of one-third.

-4 Auditors may not serve as directors or employees of this corporation.

(Job)

Article 15 The President shall represent this corporation and administer its business.

-2 Directors other than the chairman do not represent this corporation in the business of the corporation.

-3 The Vice-Chairman assists the Chairman, and in the event of an accident or lack of the Chairman, the Vice-Chairman shall take over the duties in the order appointed by the Chairman in advance.

-4 The directors shall constitute the board of directors and execute the business of this corporation based on the provisions of this Articles of Incorporation and the general meeting or the resolution of the board of directors.

-5 Auditors perform the following duties.

Audit the status of business execution by directors.
Audit the status of the property of this corporation.
If, as a result of the audit pursuant to the provisions of item 2 above, it is discovered that there is an illegal act or a material fact that violates the law or the Articles of Incorporation regarding the business or property of this corporation, report this to the general meeting or the competent authority. ..
Convene a general meeting if necessary to report the previous issue.
To give an opinion to the director or request the convocation of the board regarding the status of the director's business execution or the status of the property of this corporation.

(Term of office, etc.)

Article 16 The term of office of officers shall be two years. However, it does not prevent reappointment.

-2 Notwithstanding the provisions of the preceding paragraph, if no successor officer has been appointed, the term of office will be extended until the end of the first general meeting after the last day of the term of office.

-3 The term of office of an officer who has been appointed due to a vacancy or due to an increase in the number of employees shall be the remaining term of office of each predecessor or incumbent.

-4 Officers must perform their duties even after their resignation or expiration of their term of office, until their successors take office.

(Replenishment of vacancies)

Article 17 If more than one-third of the directors or auditors are missing, they shall be replenished without delay.

(Dismissal)

Article 18 When an officer falls under any of the following items, he / she may be dismissed by a resolution of the general meeting. In this case, the officer must be given an opportunity to make a defense before voting.

When it is recognized that you cannot bear the performance of your duties due to a physical or mental disorder.
When there is a breach of duty or any other act that is not suitable as an officer.
When there is an act that significantly violates the law or the Articles of Incorporation.

(Reward, etc.)

Article 19 Officers may be remunerated within one-third of the total number.

-2 Officers may be reimbursed for the costs required to carry out their duties.

-3 Necessary matters concerning the preceding two paragraphs shall be separately determined by the President after the resolution of the General Assembly.

(Staff)

Article 20 The secretary general and other staff members shall be appointed to this corporation.

-2 Employees are appointed and dismissed by the president.

(Adviser)

Article 21 An advisor may be appointed to this corporation as necessary.

Advisors are appointed by the board of directors on the recommendation of the directors.
The adviser may respond to the advice of the president on important matters concerning the operation of this corporation, and may attend the board of directors as appropriate and state his / her opinion.
The adviser does not have voting rights on the board.

Chapter 5 General meeting

(kinds)

Article 22 There are two types of general meetings of this corporation: ordinary general meetings and extraordinary general meetings.

(composition)

Article 23 The general meeting shall consist of regular members.

(authority)

Article 24 The General Assembly shall vote on the following matters:

Amendment of articles of incorporation
dissolution
merger
Business plan and activity budget and their changes
Business report and activity settlement
Appointment or dismissal of officers, duties and remuneration
Borrowing (excluding short-term borrowing redeemed with income within the business year. Same as in Article 48) Other new obligations and waiver of rights
Other important matters related to management

(hold)

Article 25 The ordinary general meeting is held once every business year.

-2 The extraordinary general meeting will be held when one of the following items applies.

When the board deems it necessary and requests a convocation.
When a request for convocation is made in writing from one-fifth or more of the total number of regular members, stating the matters that are the purpose of the meeting.
When there is a convocation from the auditor pursuant to the provisions of Article 15, Paragraph 4, Item 4.

(Convocation)

Article 26 The general meeting shall be convened by the President, except in the case of Article 25, Paragraph 2, Item 3.

-2 When a request is made pursuant to the provisions of Article 25, Paragraph 2, Items 1 and 2, the President shall convene an extraordinary general meeting within 30 days from that date.

-3 When convening a general meeting, the meeting must be notified at least 5 days in advance in writing stating the date, place, purpose and agenda items of the meeting.

(Chair)

Article 27 The chairman of the general meeting shall be elected from among the regular members who attended the general meeting.

(quorum)

Article 28 The general meeting cannot be opened without the attendance of more than half of the total number of regular members.

(Voting)

Article 29 The matters to be decided at the general meeting shall be the matters notified in advance pursuant to the provisions of Article 26, Paragraph 3.

-2 In addition to what is stipulated in this Articles of Incorporation, the agenda of the general meeting shall be decided by a majority of the regular members who attended, and if the number is the same, it shall be decided by the chairman.

-3 When a director or a regular member proposes a matter that is the purpose of the general meeting and all the regular members express their consent in writing, it is deemed that the general meeting has resolved to approve the proposal.

(Voting right, etc.)

Article 30 The voting rights of each regular member shall be equal.

-2 A regular member who cannot attend the general meeting due to unavoidable reasons may make a written decision on the matters notified in advance, or delegate the decision on behalf of another regular member.

-3 Regular members who have been voted in accordance with the provisions of the preceding paragraph shall be deemed to have attended the general meeting for the application of Article 28, Article 29, Paragraph 2, Article 31, Paragraph 1, Item 2 and Article 52.

-4 Regular members who have a special interest in the resolution of the General Assembly may not participate in the resolution of the proceedings.

(record of proceedings)

Article 31 Regarding the proceedings of the general meeting, the minutes shall be prepared stating the following matters.

Date and time and place
Total number of regular members and number of attendees (If there is a written voter or a voter, add the number)
Agenda items
Summary of proceedings and results of voting
Matters concerning the appointment of the signer of the minutes

-2 The minutes must be signed and stamped by the chairman and at least two signers of the minutes appointed at the meeting.

-3 Notwithstanding the provisions of the preceding two paragraphs, if it is deemed that the resolution of the general meeting has been reached by all the regular members expressing their consent in writing, the minutes shall be prepared with the following matters. Must be.

(1) Contents of matters deemed to have been resolved by the general meeting

(2) Name or name of the person who proposed the matters in the previous item

(3) The day on which the resolution of the general meeting was deemed to have been made

(4) Name of the person who performed the duties related to the preparation of minutes

Chapter 6 Board of directors

(composition)

Article 32 The board of directors shall consist of directors.

(authority)

Article 33 In addition to what is provided for in this Articles of Incorporation, the Board of Directors shall vote on the following matters.

Matters to be submitted to the general meeting
Matters concerning the execution of matters decided by the general meeting
Admission fee and membership fee
Matters concerning the organization and operation of the secretariat
Other matters related to the execution of business that does not require a resolution of the general meeting

(hold)

Article 34 The board of directors shall meet when one of the following items applies.

When the president deems it necessary.
When a request for convocation is made in writing from one-third or more of the total number of directors, stating the matters that are the purpose of the meeting.
When there is a request for convocation from the auditor pursuant to the provisions of Article 15, Paragraph 4, Item 5.

(Convocation)

Article 35 The board of directors shall be convened by the president.

-2 When a request is made pursuant to the provisions of Article 34, items 2 and 3, the chairman must convene the board of directors within 5 days from that date.

-3 When convening the board of directors, the meeting must be notified at least 5 days in advance in writing stating the date, place, purpose and agenda items of the meeting.

(Chair)

Article 36 The chairman of the board of directors shall be the chairman.

(Voting)

Article 37 The matters to be decided by the Board of Directors shall be the matters notified in advance pursuant to the provisions of Article 35, Paragraph 3.

-2 The proceedings of the board of directors shall be decided by a majority of the total number of directors, and if the number is the same, it shall be decided by the chairman.

(Voting right, etc.)

Article 38 The voting rights of each director shall be equal.

-2 Directors who cannot attend the Board of Directors due to unavoidable reasons may make a written decision on the matters notified in advance.

-3 Directors who have voted pursuant to the provisions of the preceding paragraph shall be deemed to have attended the Board of Directors regarding the application of Article 37, Paragraph 2 and Article 39, Paragraph 1, Item 2.

-4 Directors who have a special interest in the resolution of the Board of Directors may not participate in the resolution of the proceedings.

(record of proceedings)

Article 39 With regard to the proceedings of the board of directors, the minutes shall be prepared stating the following matters.

Date and time and place
Total number of directors, number of attendees and names of attendees (in the case of a written voter, add that fact)
Agenda items
Summary of proceedings and results of voting
Matters concerning the appointment of the signer of the minutes

2 The minutes must be signed and stamped by the chair and at least two signers of the minutes appointed at the meeting.

Chapter 7 Assets and accounting

(Asset composition)

Article 40 The assets of this corporation shall consist of the items listed in the following items.

Assets listed in the property list at the time of establishment
Donations and grants
Admission fee and membership fee
Income from business
Income from property
Other income

(Asset management)

Article 41 The assets of this corporation shall be managed by the president, and the method shall be determined separately by the president after the resolution of the general meeting.

(Accounting principle)

Article 42 Accounting for this corporation shall be carried out in accordance with the principles set forth in each item of Article 27 of the Act.

(Business plan and budget)

Article 43 The business plan of this corporation and the activity budget associated therewith must be prepared by the president and passed by the resolution of the general meeting.

(Temporary budget)

Article 44 Notwithstanding the provisions of the preceding Article, if the budget cannot be established due to unavoidable reasons, the Chairman may, after a resolution of the Board of Directors, pay income expenses according to the budget of the previous fiscal year until the date of establishment of the budget. can.

-2 The revenue and expenses in the preceding paragraph shall be regarded as the revenue and expenses of the newly established budget.

(Addition and correction of budget)

Article 45 If an unavoidable reason arises after the budget is decided, the default budget may be added or revised after the decision of the general meeting.

(Business report and settlement of accounts)

Article 46 Documents related to the settlement of accounts such as business report, income and expenditure statement, balance sheet and property list of this corporation shall be prepared by the president promptly after the end of each business year, audited by the auditor, and at the general meeting. Must go through a vote.

-2 If surplus is generated in the settlement of accounts, it shall be carried over to the next business year.

(Fiscal year)

Article 47 The business year of this corporation begins on April 1st of each year and ends on March 31st of the following year.

(Measures for the occasion)

Article 48 In addition to what is stipulated by the budget, when borrowing a loan or otherwise bearing a new obligation or attempting to waive a right, a resolution of the general meeting must be passed.

Chapter 8 Amendments, Dissolutions and Mergers of Articles of Incorporation

(Change of Articles of Incorporation)

Article 49 When this corporation intends to change the articles of incorporation, it has passed a vote by a majority of three-quarters or more of the regular members who attended the general meeting, and as a minor matter, the following stipulated in Article 25, Paragraph 3 of the Act. Must be certified by the competent authority except for the above matters.

Locations of the main office and subordinate offices (without change of the competent authority)
Matters concerning assets
Method of public notice

(dissolution)

Article 50 This corporation will be dissolved due to the following reasons.

General Assembly resolution
Impossible to succeed in the business related to the specified non-profit activity
Absence of regular members
merger
bankruptcy
Revocation of establishment certification by the competent authority

-2 When this corporation is dissolved due to the reason set forth in item 1 of the preceding paragraph, the consent of three-quarters or more of the total number of regular members must be obtained.

-3 When disbanding due to the reasons set forth in Paragraph 1, Item 2, the approval of the competent authority must be obtained.

(Attribution of residual property)

Article 51 The property remaining when this corporation is dissolved (excluding dissolution due to merger or bankruptcy) shall be selected by a majority of three-quarters or more of the regular members who attended the general meeting at the time of dissolution. It shall be transferred to a specified non-profit corporation or a corporation stipulated in Article 34 of the Civil Code.

(merger)

Article 52 When this corporation intends to merge, it must pass a vote of three-quarters or more of the total number of regular members at the general meeting and must be certified by the competent authority.

Chapter 9 Method of public notice

(Method of public notice)

Article 53 The public notice of this corporation shall be posted on the bulletin board of this corporation and made public on the website.

Chapter 10 Miscellaneous rules

(Detailed rules)

Article 54 The detailed rules necessary for the enforcement of this Articles of Incorporation shall be separately determined by the President after a resolution of the Board of Directors.

Supplementary provisions

This Articles of Incorporation shall come into effect as from the date of establishment of this corporation.
The officers at the time of establishment of this corporation shall be the following persons.

Chairman Takashi Nishimura

Vice President Hirotsugu Kurobe

Vice President Noritaka Ota

Auditor Hironori Izumitani

The term of office of officers at the time of establishment of this corporation shall be until June 30, 2021, regardless of the provisions of Article 16, Paragraph 1.
Regardless of the provisions of Article 43, the business plan and income and expenditure budget at the time of establishment of this corporation shall be as stipulated by the general meeting of establishment.
Regardless of the provisions of Article 47, the business year of the first year of establishment of this corporation shall be from the date of establishment to March 31, 2021.
Regardless of the provisions of Article 8, the admission fee and membership fee at the time of establishment of this corporation shall be the following amounts.

Admission fee 5,000 yen (regular members only)

Annual fee

Regular member 5,000 yen

Supporting member

Complex 30,000 yen (1 unit)

Individual person 5,000 yen

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