Articles of Incorporation of the Japanese Society for Transplantation and Cellular Therapy (JSTCT)

Section I. Name

Article 1 (Name)
The name of the society shall be the Japanese Society for Transplantation and Cellular Therapy (JSTCT).

Section II. Purpose and activities

Article 2 (Purpose)
The purpose of the society is to promote research on hematopoietic cell transplantation and cellular immunotherapy and improve their therapeutic outcomes and safety, thereby contributing to the welfare of patients and donors and improving the research, education, and practice of hematopoietic cell transplantation by its staff and member doctors.
Article 3 (Activities)
In order to achieve its purpose, the society shall engage in the following activities:
1) Hold the annual academic meeting
2) Promote research cooperation
3) Accumulate and evaluate clinical results
4) Conduct activities related to hematopoietic cell transplant specialists, nurses, certified facilities, etc.
5) Carry out exchanges with related academic societies in Japan and abroad
6) Publish scientific papers and other publications
7) Other (publish membership list, etc.)
Article 4 (Secretariat)
Establish a secretariat to ensure the smooth operation and promotion of the abovementioned activities.
Article 5 (Office)
The office of the society shall be located in Nagoya City, Aichi Prefecture.
Article 6 (Method of public notice)
Public notices of the society shall be posted on the society's website and in its official magazine (newsletter).

Section III. Membership

Article 7 (Classification)
The society shall have the following five (5) types of members.
1) Honorary members
A member who has served as chair of the annual academic meeting, is over 65 years of age, and is recommended by the Board of Directors and approved at the General Meeting of Staff.
2) Meritorious members
These members shall be those who have served on the Board of Directors or those who have made significant contributions to the society, are over 65 years of age, and have been recommended by the Board of Directors and approved at the General Meeting of Staff.
3) Full members
Physicians who agree with the purpose of the society and have joined through procedures as specified elsewhere and those who have been general members for three full years and wish to become full members shall be full members.
4) General members
Non-physician members who agree with the purpose of the society and have joined through procedures as specified elsewhere, excluding those who have become full members pursuant to the provisions of the preceding item, shall be considered general members.
5) Supporting members
Corporations and organizations that agree with the purpose of the society and provide financial support.
Article 8 (Expulsion)
Full members and general members who fail to pay the membership fee for two years or more without just cause, or who seriously tarnish the honor of the society, may be expelled at the General Meeting of Staff after deliberation by the Board of Directors.
Article 9 (Obligations of full members)
Regular members have an obligation to cooperate with the data compilation performed for the society by the secretariat.

Section IV. Officers and Trustees

Article 10 (Officers)

1. The society shall have no more than 20 directors (however, if the directors are appointed in accordance with Article 11, Paragraph 2, there shall be no more than 21), no more than three (3) auditors, one (1) Chair of the General Meeting, one (1) Chair-Elect of the General Meeting, one (1) Incoming Chair of the General Meeting, and one (1) Incoming Chair-Elect of the General Meeting.
2. One (1) director shall serve as Chair of the Board and others shall serve as vice-chairs of the board.
3. The society may have one (1) President of the society.

Article 11 (Appointment of officers)

1. Directors and auditors shall be elected at the General Meeting of Staff from among trustees, as specified elsewhere.
2. When appointing a director pursuant to the provisions of the preceding paragraph, a resolution shall be adopted at the General Meeting of Staff to the effect that “if the person elected as Chair of the Board at a meeting of the Board of Directors held after that General Meeting of Staff is not a director, that person will be appointed as a director.”
3. A director appointed pursuant to the preceding paragraph shall lose the status of director when they cease to be the Chair of the Board.
4. The Chair of the Board shall be appointed by the Board of Directors from among directors or persons who have served as directors, after the appointment of directors, in accordance with the provisions of Paragraph 1 of this article.
5. The Chair of the Board shall appoint vice-chairs of the board from among the directors.
6. The President of the society shall be appointed at the General Meeting of Staff, as specified elsewhere.
7. The Incoming Chair-Elect of the General Meeting of Staff is nominated by the Board of Directors at a meeting held prior to the annual academic meeting and approved at the General Meeting of Staff.
8. Directors and auditors may not hold office concurrently with each other.

Article 12 (Duties of officers)

1. The Chair of the Board shall represent the society and oversee its operations.
2. The Chair of the Board must report to the Board of Directors on the status of duty execution at least twice (2 times) each fiscal year at intervals exceeding four (4) months.
3. Vice-chairs of the board shall assist the Chair of the Board and, when necessary, the senior vice-chair of the board shall act on their behalf.
4. Directors shall organize the Board of Directors and make decisions on the execution of activities.
5. The President of the society shall advise and be involved in public relations and secretariat business and management.
6. The Chair of the General Meeting shall preside over the General Meeting of Members and academic meeting.
7. The Chair of the General Meeting shall be the Chair-Elect of the General Meeting the following year (one year later), the Incoming Chair of the General Meeting two years later, and the Incoming Chair-Elect of the General Meeting three years later.
8. Auditors shall audit the status of activity execution and the financial condition of the society.
9. The society may be exempt from liability for damages, as set forth in Article 111, Paragraph 1 of the Act on General Incorporated Associations and General Incorporated Foundations, with the consent of a majority of directors, limited to the amount obtained by deducting the minimum liability amount specified by law, in the event that the officers, etc., perform their duties in good faith and without gross negligence, and it is deemed particularly necessary in light of the underlying facts of the liability, status of duty execution of officers, etc., and other circumstances.

Article 13 (Term of office of officers)

1. The term of office of directors is two (2) years and may be renewed.
2. The term of office of the Chair of the Board shall be two (2) years, and may be renewed.
3. The term of office of the President of the society shall be two (2) years, and may be renewed, subject to approval at the General Meeting of Staff in each instance.
4. The term of office of the Chair of the General Meeting, the Chair-Elect of the General Meeting, the Incoming Chair of the General Meeting, and the Incoming Chair-Elect of the General Meeting shall be one (1) year.
5. The term of office of auditors shall be four (4) years and may not be renewed.
6. The term of office of officers shall be from the time of their appointment in the case of the Chair of the Board, and from the end of the regular General Meeting of Staff at which they are appointed until the end of the regular General Meeting of Staff for the fiscal year corresponding to their term of office in the case of other officers.

Article 14 (Trustees)

1. The staff of the society shall be composed of trustees appointed from among full members, as specified elsewhere.
2. The number of trustees shall not exceed 12% of the total number of full members, with the specific number to be determined by the Board of Directors at a meeting immediately preceding their appointment.
3. The term of office of trustees shall be two (2) years, commencing on the day following the regular General Meeting of Staff for the relevant fiscal year.
4. Councilors shall not be eligible for reappointment, and those who reach the age of 65 years shall be disqualified at the end of the regular General Meeting of Staff that year.
5. A trustee may be dismissed through a resolution approved by two-thirds (2/3) or more of the current number of trustees at a General Meeting of Staff. In such a case, the councilors concerned shall be notified to that effect at least one (1) week prior to the date of such General Meeting of Staff and shall be provided an opportunity for explanation at the General Meeting of Staff.

Section V. Meetings

Article 15 (Composition of the Board of Directors)

1. The society shall have a Board of Directors.
2. The Board of Directors shall be composed of the directors.
3. The President of the society, Chair of the General Meeting, Chair-Elect of the General Meeting, Incoming Chair of the General Meeting, Incoming Chair-Elect of the General Meeting, and auditors shall attend meetings of the Board of Directors, but not participate in the voting process.

Article 16 (Authority of the Board of Directors)

1. The Board of Directors shall have the following duties:
   1) Decisions on the execution of the activities of the society
   2) Supervision of the execution of duties by directors
   3) Appointment and dismissal of the Chair of the Board
   4) Determination of the date, time, and place of a General Meeting of Staff and the purpose of convening a General Meeting of Staff
2. The Board of Directors may not delegate the following or other important business decisions to any director:
   1) Disposal and transfer of important assets
   2) Taking out of large loans
   3) Appointment and dismissal of important employees
   4) Establishment, change, and abolition of subordinate offices and other important organizations
   5) Establishment of a system to ensure that the execution of duties complies with laws and regulations and the Articles of Incorporation, and other systems specified by Ministry of Justice ordinance as necessary to ensure the proper business operations of a general incorporated association
   6) Exemption from liability as specified in Article 12, Paragraph 8

Article 17 (Convening of the Board of Directors)

1. Regular meetings of the Board of Directors shall be held at least twice (2 times) a year, and one of these shall be held prior to the annual academic meeting.
2. An extraordinary meeting of the Board of Directors shall be held in the event of the following:
   1) When the Chair of the Board deems it necessary
   2) When a director requests the meeting in writing, stating the purpose of the meeting
   3) When the auditors request to hold the meeting

Article 18 (Convocation of the Board of Directors)

1. Meetings of the Board of Directors shall be convened by the Chair of the Board.
2. The Chair of the Board shall chair meetings of the Board of Directors.
3. When the Chair of the Board has been requested in accordance with Paragraph 2, Item 2 or 3 of the preceding article, and a notice of convocation setting a date within two (2) weeks of the request date as the date of the meeting of the Board of Directors has not been issued in five (5) days, directors or auditors may convene an extraordinary meeting of the Board of Directors.
4. Except as otherwise provided in these Articles of Incorporation, the agenda of meetings of the Board of Directors shall be decided by a majority of the directors present, and in case of a tie, the chair shall make a decision.
5. Notwithstanding the provisions of the preceding paragraph, in the event that a director proposes a matter subject to a resolution by the Board of Directors, if all directors express their consent to the proposal in writing or by electromagnetic record, the proposal shall be deemed to have been approved by a resolution of the Board of Directors. However, this shall not apply if an auditor objects.

Article 19 (Quorum of the Board of Directors)
The Board of Directors shall not be convened or vote unless a majority of the current number of directors are present.
Article 20 (Minutes of meetings of the Board of Directors)
Minutes of meetings of the Board of Directors shall be prepared as specified at a General Meeting, and the Chair of the Board and auditors present at the meeting shall affix their names and seals thereto.
Article 21 (Composition of the General Meeting of Staff)

1. The General Meeting of Staff shall be composed of trustees.
2. The President of the society, Chair of the General Meeting of Staff, Chair-Elect of the General Meeting of Staff, Incoming Chair of the General Meeting of Staff, Incoming Chair-Elect of the General Meeting of Staff, honorary members, and meritorious members may attend the General Meeting of Staff and express their opinions. However, they shall not have voting rights.

Article 22 (Authority of the General Meeting of Staff)
The General Meeting of Staff shall deliberate, approve, and decide on matters deemed necessary by the Board of Directors, and receive reports on matters deliberated by the Board of Directors, in addition to the matters specified in these Articles of Incorporation.
Article 23 (Holding of the General Meeting of Staff)

1. The regular General Meeting of Staff shall be held within three (3) months after the end of the fiscal year.
2. An extraordinary General Meeting of Staff shall be held when one of the following events occurs:
   1) When the Board of Directors deems it necessary
   2) When one-fifth (1/5) or more of the current trustees request the meeting in writing, stating the purpose of the meeting and the reason for holding the meeting

Article 24 (Convocation of the General Meeting of Staff)

1. The Chair of the Board shall convene the General Meeting of Staff.
2. The Chair of the General Meeting of Staff shall be the Chair of the Board.
3. The Chair of the Board shall call an extraordinary General Meeting of Staff when requested in accordance with the provisions of Paragraph 2, Item 2 of the preceding article, within six (6) weeks from the date of such request. If an extraordinary General Meeting of Staff is not held during this period, the trustees who requested it may call an extraordinary General Meeting of Staff with the permission of a court.

Article 25 (Quorum for the General Meeting of Staff)
The General Meeting of Staff shall not be convened or vote unless two-thirds (2/3) or more of the current number of trustees, including proxies, are present. However, the person who has indicated their intention in writing in advance of such proceedings and the person who has delegated a verdict by proxy shall be deemed present at the meeting.
Article 26 (Minutes of the General Meeting of Staff)
The proceedings of the General Meeting of Staff shall be recorded in minutes as required by law, and the Chair of the Board and directors present at the General Meeting of Staff shall affix their names and seals thereto.
Article 27 (Committees)

1. Various committees may be established by decision of the Board of Directors.
2. In principle, the members of the various committees shall be selected by the Board of Directors from among directors and trustees, and they shall report at the General Meeting of Staff and General Meeting of Members.
3. The term of office for members of various committees shall be two (2) years, and may be renewed, subject to approval by the Board of Directors in each instance.

Section VI. General Meeting of Members and Academic Meeting

Article 28 (General Meeting of Members)

1. The General Meeting of Members with all members will be held at the annual academic meeting.
2. The General Meeting of Members shall be convened and presided over by the Chair of the General Meeting.
3. Important matters deliberated and decided by the Board of Directors at the General Meeting of Staff as well as the settlement of income and expenditures are reported at the General Meeting of Members.

Article 29 (Academic Meeting)

1. The annual academic meeting shall be held annually under the responsibility of the Chair of the General Meeting, who shall invite abstracts from the public.
2. The program structure of the academic meeting of the society is entrusted to the Chair of the General Meeting, the Annual Meeting Program Committee, and the Annual Meeting Planning Committee.
3. In principle, the first speaker of a general application abstract must be a member (full or general member). However, this does not apply when the first speaker is an undergraduate student or a junior resident, or when the Chair of the General Meeting specifically approves.
4. The Chair of the General Meeting may hold an academic meeting other than the annual academic meeting or co-host an academic meeting with other related academic societies if they deem it necessary.
5. The annual academic meeting shall be open to the public.

Section VII. Funds

Article 30 (Total amount of funds)
The total amount of funds (including substitute funds) of this corporation shall be 3 million yen.
Article 31 (Provisions concerning the rights of contributors to the fund)
The funds of the society shall not be returned without a resolution of the General Meeting of Staff until the dissolution of the society.
Article 32 (Procedures for return of funds)
If a contributor to the funds of the society requests a return of the funds, such return shall be made after a resolution of the General Meeting of Staff and the accumulation of substitute funds.

Section VIII. Accounting

Article 33 (Fiscal year)
The fiscal year of the society shall begin on January 1 and end on December 31.
Article 34 (Annual membership fee)
The annual dues of the society shall be specified elsewhere. However, honorary members and meritorious members are not required to pay annual dues.
Article 35 (Appropriation of surplus)

1. The society shall not distribute any surplus, if any, to trustees.
2. In the event that a surplus is generated, the surplus shall be used to make up for the loss brought forward, and if there is still a surplus, it shall be brought forward or accumulated, in whole or in part, in the following fiscal year with the approval of the Board of Directors and the General Meeting of Staff.

Article 36 (Accounting principles)
The accounting of the society shall be in accordance with generally accepted accounting practices for public interest corporations.

Section IX. Dissolution

Article 37 (Dismissal)
Dissolution of the society shall be approved at the General Meeting of Staff by a two-thirds (2/3) majority vote of the current trustees.
Article 38 (Disposition of residual assets)
Residual assets upon the dissolution of the society shall be donated to a public service organization with a similar purpose as that of the society in the manner specified in the preceding article.

Section X. Auxiliary provisions

Article 39 (First fiscal year)
Notwithstanding the provisions of Article 33, the first fiscal year of the society shall be from the date of its incorporation to March 31, 2006.
Article 40 (Initial members)
Notwithstanding the provisions of Article 14, Paragraph 1, the members of the society at the time of its incorporation shall be as follows:

Yoshihisa kodera
Shunichi Kato
Keisei Kawa
Mitsune Tanimoto
Hisashi Sakamaki
Jun Okamura
Akihisa Kanamaru

Article 41 (Initial officers)

1. Notwithstanding the provisions of Article 11, Paragraph 1, the initial directors and auditors of the society shall be as follows:

   Director（Chair of the Board） Yoshihisa Kodera
   Director (Vice chair of the Board)  Shunichi Kato
   Director  Shigetaka Asano
   Director  Yasuo Ikeda
   Director  Masahiro Imamura
   Director  Shinichiro Okamoto
   Director  Yuko Ogami
   Director  Jun Okamura
   Director   Koji Kato
   Director  Keisei Kawa
   Director  Seiji Kojima
   Director  Shintaro Shiobara
   Director  Michi Sumikawa
   Director  Mitsune Tanimoto
   Director  Masahiro Tsuchida
   Director  Tatsutoshi Nakahata
   Director  Mine Harada
   Director  Yoshihisa Morishta
   Director  Yasuo Morishima
   Director  Hisashi Sakamaki
   Auditor  Akihisa Kanamaru
   Auditor  Hisato Kigasawa

2. Notwithstanding the provisions of Article 13, the term of office of the initial officers of the society shall expire at the end of the regular convening of the General Meeting of Staff for the first fiscal year ending after their assumption of office.

Article 42 (Enforcement bylaws)
Matters necessary for the enforcement of these Articles of Incorporation shall be specified elsewhere by a resolution of the Board of Directors and the General Meeting of Staff.
In order to establish the Japan Society for Hematopoietic Cell Transplantation (JSHCT) as a limited liability intermediary corporation, these Articles of Incorporation are hereby prepared, signed, and sealed by the undersigned members.

February 25, 2006

Staff of the society  Yoshihisa Kodera
Staff of the society  Shunichi Kato
Staff of the society  Keisei Kawa
Staff of the society  Mitsune Tanimoto
Staff of the society  Hisashi Sakamaki
Staff of the society  Jun Okamura
Staff of the society  Akihisa Kanamaru

Additional provisions

Date of enforcement

1. The Guidelines went into effect as of March 9, 2006.
2. The Guidelines were revised and went into effect as of June 22, 2007 (Exceptionally, Article 33 went into effect April 1, 2008).
3. The Guidelines were revised and went into effect as of February 4, 2009.
4. The Guidelines were revised and went into effect as of February 18, 2010.
5. The Guidelines were revised and went into effect as of March 8, 2011.
6. The Guidelines were revised and went into effect as of March 9, 2013.
7. The Guidelines were revised and went into effect as of March 9, 2014.
8. The Guidelines were revised and went into effect as of March 7, 2015.
9. The Guidelines were revised and went into effect as of April 13, 2020.
10. The Guidelines were revised and went into effect as of April 1, 2021.