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Charter

Articles of Incorporation of
the Asia-Oceania Federation of Nuclear Medicine and Biology,
a general unincorporated association

 

Chapter 1. General Provisions

Article 1 (Name)

The name of the association shall be Ippan-shadan-hojin Asia-Oceania Federation of Nuclear Medicine and Biology and shall be expressed in English as the Asia-Oceania Federation of Nuclear Medicine and Biology (the “AOFNMB”). 

Article 2 (Offices)

1. The AOFNMB shall have its principal office at 3-6-303 Mihogaoka, Ibaraki City, Osaka.
2. The AOFNMB may establish a secondary office in a necessary place by a resolution by the General Meeting of Equity Holders.

 

Article 3 (Purpose)

The purpose of the AOFNMB shall be, by promoting research in nuclear medicine in the Asia-Oceania region and cooperating with related academic societies both in the Asia-Oceania region and elsewhere, to improve the research, education and diagnostics in the nuclear medicine for its Equity Holders and Members, and to contribute to society and academic development.

Article 4 (Activities)

1. The AOFNMB shall engage in the following activities to achieve the purposes set forth in the preceding Article:

(1) Activities to deepen mutual understanding among all the regional nuclear medicine societies of Asia-Oceania and among their respective members;
(2) Activities to promote nuclear diagnostics and related sciences of the Asia-Oceania region;
(3) Activities to develop scholarship in the field of nuclear medicine in the Asia- Oceania region;
(4) Programs to train medical personnel and researchers in the field of nuclear medicine in the Asia-Oceania region;
(5) Publication of research results in scholarly journals;
(6) Education and training programs for safety in nuclear diagnostic medicine;
(7) Activities to raise public awareness of nuclear diagnostic medicine;
(8) Exchange, cooperation, and information sharing with international nuclear medicine-related organizations and groups; and
(9) Other activities necessary to achieve the purpose of the AOFNMB.

 

2. The activities set forth in the preceding paragraph shall be conducted in Japan and various other countries.

Article 5 (Method of Public Notice)

The AOFNMB shall make public notices by posting them at a publicly accessible place at the AOFNMB’s principal office.

Article 6 (Members)

1. Any person who shares the AOFNMB’s purpose as set forth in Article 3 and intends to cooperate in the AOFNMB’s activities may become a Member of the AOFNMB when application is made in the form designated by the AOFNMB and approved by the Representative Director.

2. Members of the AOFNMB shall be as follows:

(1) Academic Society Members: Corporations or groups in the field of nuclear medicine who shares the objectives of the AOFNMB and represents the country or region;
(2) Individual Members: Physicians, researchers, and other individuals who share the purpose of the AOFNMB and are engaged in research, education, or diagnostics in the field of nuclear medicine;
(3) Student Members: Students enrolled in universities or graduate schools related to the field of nuclear medicine who share the purpose of the AOFNMB;
(4) Supporting Members: A company or individual who share the purpose of the AOFNMB and furthers its purpose; and
(5) Institutional Members: Medical institutions, research institutes, academic organizations, and other institutions that share the purpose of the AOFNMBs and furthers its purposes. 

 

3. The membership procedures, withdrawal procedures, initiation fees, and annual membership fees shall be governed by the Membership Regulations specified by the General Meeting of Equity Holders.

 

Chapter 2. Equity Holders

Article 7 (Qualifications of Equity Holders)

Equity Holders shall be limited to 1) a person from each country or region who is appointed as the representative of Academic Society Member in such country or region, or 2) a person who is a Director of the AOFNMB.

Article 8 (Admission as a Member)

A person who desires to become an Equity Holder of the AOFNMB shall apply to by submitting a designated application form and shall be approved by the Representative Director.

Article 9 (Resignation)

1. Equity Holders may voluntarily resign by submitting at least one-month prior written notice of resignation to the Representative Director.
2. An Equity Holder who wishes to resign shall perform his/her prescribed obligations.

 

Article 10 (Expulsion)

If an Equity Holder falls under any of the following items, the Equity Holder may be expelled by resolution of the General Meeting of Equity Holders. In this case, the concerned Equity Holder shall be notified thereof no later than one week prior to the date of such General Meeting of Equity Holders, and shall be given an opportunity to explain prior to the resolution at the said General Meeting of Equity Holders.

(1) If the Equity Holder violates the Articles of Incorporation, rules, regulations or resolution of the General Meeting of Equity Holders; 
(2) If the Equity Holder injures the reputation of the AOFNMB or acts in a manner contrary to the purpose of the AOFNMB; or
(3) When there is any other just reason.

 

Article 11 (Disqualification as Equity Holder)

An Equity Holder shall become disqualified in the event of any of the following grounds:

(1) When the Equity Holder has resigned;
(2) When all other Equity Holders agree;
(3) When the Equity Holder is expelled;
(4) When the concerned person or the Academic Society Member to which he or she belongs has been in arrears on the payment of membership fees for two continuous years or more;
(5) When the concerned person or Academic Society Member to which he/she belongs ceases to be a Member of the AOFNMB; or
(6) When the AOFNMB is dissolved.

 

Chapter 3. Meeting of Equity Holders

Article 12 (Composition)

The General Meeting of Equity Holders shall be composed of the Equity Holders of the AOFNMB.

Article 13 (Authority of General Meeting)

In addition to matters prescribed by laws and regulations and the Articles of Incorporation, the General Meeting of Equity Holders shall adopt resolutions for the following matters:

(1) Amendments to the Articles of Incorporation;
(2) Dissolution of the AOFNMB;
(3) Merger, transfer of all or part of the operations of the AOFNMB, or cessation of operations; 
(4) Decisions concerning the business plan and the income and expenditure budget;
(5) Approval of business reports and settling accounts; 
(6) Appointment and dismissal of Directors and other officers; and
(7) Expulsion of Equity Holders.

 

Article 14 (Time of Convocation)

The ordinary General Meeting of Equity Holders shall be convened within certain period of time from the end of each fiscal year. An extraordinary General Meeting of Equity Holders shall be held in any case required.

Article 15 (Convenor)

Unless otherwise separately prescribed by law, the Representative Director shall convene a General Meeting of Equity Holders.

Article 16 (Chairman of General Meeting of Equity Holders)

The Representative Director shall act as the chairman of the General Meeting of Equity Holders. If the Representative Director is unable to attend to his/her duties by any incident, another Director shall be elected as a chairman at the said Meeting.

Article 17 (Resolutions of General Meetings of Equity Holders)

Unless otherwise provided for by law or the Articles of Incorporation, a resolution of a General Meeting of the Equity Holders shall be adopted by a majority of the votes of the Equity Holders present thereat where the majority of the votes of all Equity Holders are present.

Article 18 (Number of Voting Rights)

Each Equity Holder shall have one voting right.

Article 19(Exercise of Voting Rights by Proxy)

An Equity Holder may exercise his/her voting rights through a proxy. In this case, a document certifying the delegation of proxy shall be submitted to the AOFNMB at each General Meeting of Equity Holders.

Article 20 (Minutes)

Minutes of the General Meeting of Equity Holders shall be prepared and signed by the chairman and Directors present.

 

Chapter 4. Directors

Article 21 (Directors)

1. The AOFNMB shall have two (2) or more Directors, not to exceed (20).2. One of the Directors shall be the Representative Director.

Article 22 (Election of Directors)

1. A Director shall be elected from among the Equity Holders by the resolution of the General Meeting of Equity Holders. A Director may be elected from among non-Equity Holders if it is determined necessary.
2. Directors shall elect the Representative Director from among the Directors.

 

Article 23 (Authority and Duty of Directors)

1. The Representative Director shall perform its duty in accordance with laws, regulations and the Articles of Incorporation.
2. The Representative Director shall represent and conduct the AOFNMB’s business. 

 

Article 24 (Term of Directors)

1. The term of office of a Director shall expire at the conclusion of the ordinary General Meeting of Equity Holders held with respect to the last fiscal year ending within two (2) years after his or her appointment. 
2. The term of office of a Director who is elected as a substitute pursuant to resignation of a precedent Director before expiration of his/her term of office or an increase in the number of Directors shall be the same as the remaining term of office of his/her predecessor or other existing Directors.
3. Directors may be reappointed.
4. Director shall perform his/her duties even after his/her resignation or expiration of his/her term of office until a successor assumes his/her office.

 

 

Chapter 5. Accounting

Article 25 (Fiscal Year)

The fiscal year of the AOFNMB shall be a period of one year, commencing on January 1 and ending on December 31 each year. 

Article 26 (Business Report)

In terms of the business report and settlement of accounts of the AOFNMB, the Representative Director shall make the following documents, submit to the Annual Meeting of Equity Holders, and report to the Meeting the content of the document set forth in sub article (1), and approved by the Meeting in relation to the document set forth in sub article (2).

(1) The business report and the annexed detailed statements thereof;
(2) The balance sheet, the profit and loss statement and the annexed detailed statements thereof;

 

Chapter 6. Supplementary Provisions

Article 27 (First Fiscal year)

The first fiscal year of the AOFNMB commence on the date of incorporation and end on 31 December of 2018.

Article 28 (Name and Address of Equity Holders at Incorporation)

The names and addresses of the Equity Holders at Incorporation are as follows:

Jun Hatazawa, 13-404 Mihogaoka-oka, Ibaraki City, Osaka
Hiroshi Matsuda, 2-25-15, Matsugaoka, Tokorozawa City, Saitama
Tomio Inoue, 3-25-1 Yoshii, Yokosuka City, Kanagawa

 

Article 29 (Directors at Incorporation, etc.)

Directors and the Representative Director at Incorporation are as follows:

Jun. Hatazawa, Director at time of Incorporation
Hiroshi Matsuda, Director at time of Incorporation
Tomio Inoue, Director at time of Incorporation
Jun. Hatazawa, Representative Director at time of Incorporation

 

Article 30 (Compliance with Laws)

Any matters not specified in these Articles of Incorporation shall be governed by the Act on General Incorporated Associations and General Incorporated Foundations and other laws.

 

These Articles of Incorporation shall be prepared for the establishment of the Asia-Oceania Federation of Nuclear Medicine, and the Equity Holders at Incorporation shall affix their names and seals thereto as follows:

 

2018 ● ● _____________________________________________________

 

Equity Holder at Incorporation, Jun Hatazawa
Equity Holder at Incorporation, Hiroshi Matsuda
Equity Holder at Incorporation, Tomio Inoue

 

Membership Rules (Download)