Articles of Incorporation of the Japanese Society for Parenteral and Enteral Nutrition Therapy

Chapter 1 General Provisions

Name

Article 1:
1. The name of this organization shall be the Japanese Society for Parenteral and Enteral Nutrition Therapy.
2. The name of this organization in English shall be the Japanese Society for Parenteral and Enteral Nutrition Therapy.
3. The common name of this organization will be JSPEN, which is the initial letter of the English name of this organization.

Office

Article 2: The principal office of this organization shall be located in Chuo Ward, Tokyo.

Chapter 2: Objectives and Activities

Objective

Article 3: The objective of this organization is to contribute to the health and welfare of the public by serving as a forum for research, communication, exchange of knowledge, and cooperation among its members and with related academic organizations in Japan and abroad, related to nutritional therapy, with a focus on parenteral, enteral and oral nutrition, and the basic nutritional science that supports such therapy, by performing activities that contribute to the advancement and dissemination of metabology and nutritional science, thereby also contributing to the development of science and culture, and the improvement of medicine and medical care.

Activities

Article 4: This organization shall carry out the following activities in order to achieve the objective of the preceding article:
(1) Convening of member research presentations, academic lectures, etc.
(2) Publishing of the organization’s journals (including electronic journals), research papers, etc.
(3) Liaison and cooperation with related academic organizations in Japan and abroad
(4) Research and investigation on nutrition and subjects related to nutrition
(5) Promotion and quality improvement of nutrition support teams (NSTs)
(6) Incentives for research and recognition of outstanding achievements
(7) Provision of information and guidelines on nutrition and nutrition-related topics
(8) Provision of information and education on nutrition to the public
(9) Proposals on medical policies
(10) Accreditation-related activities
(11) Educational activities
(12) Other activities necessary to achieve the objective of the preceding article

Chapter 3: Members and Employees

Members

Article 5: Regular members of this organization shall be comprised of the following persons: Persons engaged in medical care related to nutrition, who, in general, are qualified physicians, dentists, nurses, pharmacists, registered dietitians, clinical laboratory technicians, physical therapists, occupational therapists, speech therapists, dental hygienists, radiologic technologists, licensed cooks and similar persons who have agreed to the objective of and have officially joined this organization.

Membership

Article 6: Any person wishing to become a member of this organization shall follow the prescribed procedures and shall be approved by the Board of Directors.

Membership Fee

Article 7:
1. Members shall pay the membership fee as determined by the General Meeting of Employees.
2. The membership fee and other contributions already paid by members shall not be refunded for any reason.

Withdrawal from Membership

Article 8:
1. A member who wishes to withdraw from membership shall submit a notice of withdrawal to the president explaining the reason for withdrawing.
2. A member to which any of the following apply shall be deemed to have withdrawn membership:
(1) The member becomes an adult ward or subject to a conservatorship
(2) The member dies or is declared missing
(3) The member fails to pay the membership fee for two (2) years or more

Disciplinary Action

Article 9:
1. The Board of Directors may resolve to discipline a member to which any of the below apply. However, expulsion requires that a resolution of two-thirds (2/3) or more of all employees shall be passed at a General Meeting of Employees based on a resolution of the Board of Directors. The member subject to expulsion shall also be given an opportunity to provide an explanation before the resolution is adopted by the General Meeting of Employees:
(1) The member has violated the laws of Japan, or the Articles of Incorporation or Rules of this organization.
(2) The member has damaged the reputation or trust of this organization, contravened the objective of this organization, or carried out any conduct as a member that is detrimental to the dignity of this organization.
(3) There is some other justifiable reason for expulsion or discipline.
2. The following three (3) types of disciplinary action shall be taken against such members indicated in the preceding paragraph:
(1) Expulsion
(2) Suspension from academic activities for up to three (3) years
(3) Severe reprimand

Suspension of Membership

Article 10:
1. A member who wishes to suspend their membership of his/her own volition shall submit the specified self-suspension application form, indicating the period and reason for the self-suspension, and obtain the approval of the Board of Directors.
2. Self-suspended members shall not be required to pay the membership fee.

Employees

Article 11:
1. As specified in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as “Act on General Incorporated Associations/Foundations”), the number of employees of this organization shall be at least two hundred (200) but no more than three hundred fifty (350) delegates and they are selected from among regular members.
2. Delegates shall be selected in accordance with the bylaws established by the General Meeting of Employees.
3. Delegates shall serve for a term of four (4) years and shall be eligible for reappointment. Details regarding the term of office are specified in the bylaws.
4. Delegates shall retire from the position on March 31 after reaching sixty-six (66) years of age.
5. A delegate shall be disqualified if absent from three (3) consecutive General Meetings of Employees without just cause.

Chapter 4: Officers

Officers

Article 12:
1. This organization shall have the following officers:
(1) At least three (3) but no more than twenty-six (26) directors
(2) Four (4) auditors
2. One (1) of the directors shall serve as the president and one (1) of the directors shall serve as the vice president.
3. The president indicated in the preceding paragraph shall serve as the representative director according to the Act on General Incorporated Associations/Foundations.

Appointment of Officers

Article 13:
1. The Directors and auditors shall be appointed by the General Meeting of Employees as indicated separately.
2. The president and vice president shall be selected by the directors from among themselves. However, the president and vice president shall also be delegates.
3. A person shall not serve concurrently as a director and an auditor.
4. The composition and number of directors shall be as follows, the details of which are specified in the Bylaws for the Articles of Incorporation:
(1) Twenty (20) elected directors (delegates who are no more than sixty-five (65) years of age at the time of appointment, selected by an election process, and appointed by the General Meeting of Employees.)
(2) Two (2) nominated directors (delegates who are no more than sixty-five (65) years of age at the time of appointment who are nominated as prospective directors by the prospective president and appointed by the General Meeting of Employees.)
(3) Four (4) young directors (academic councilors who are no more than forty-five (45) years of age at the time of appointment who are nominated as prospective young directors by the prospective president and appointed by the General Meeting of Employees. However, if a person is reappointed for a second term following his/her first term, it is acceptable to be nominated if the person was no more than forty-five (45) years of age at the time of appointment for the first term.)

Duties and Authorities of Directors

Article 14:
1. Directors shall be constituent members of the Board of Directors, and shall perform their duties as stipulated by law and these Articles of Incorporation.
2. The president shall serve as the representative of this organization and execute its activities as stipulated by law and these Articles of Incorporation.
3. The president shall report to the Board of Directors on the status of the execution of his/her duties at least once every three (3) months.
4. In case of absence of the president or inability to fulfill his/her duties, the vice president shall act as the chairperson of the General Meeting of Employees.

Duties and Authorities of Auditors

Article 15:
1. Auditors shall audit the performance of the duties of the directors and create audit reports as legally stipulated.
2. Auditors may, at any time, request a director and the Secretariat to report on the activities of the organization, and investigate the status of the activities and assets of this organization.

Terms of Office

Article 16:
1. The term of office of a director shall end at the conclusion of the Ordinary General Meeting of Employees for the fiscal year ending within two (2) years after his/her appointment. Reappointment is allowed, but for no more than four (4) consecutive terms for a total of eight (8) years (not including the term of office if appointed as a young director). However, young directors may only be reappointed for up to two (2) consecutive terms for a total of four (4) years.
2. Directors shall retire from the position on March 31 after reaching the age of sixty-six (66) years of age, even if they are still occupying the position.
3. The term of office of the president shall be two (2) years, with reappointment allowed but for no more than two (2) terms for a total of four (4) years.
4. The term of office of an auditor shall end at the conclusion of the Ordinary General Meeting of Employees for the fiscal year ending within four (4) years after his/her appointment. Reappointment is allowed, but for no more than two (2) terms for a total of eight (8) years.
5. The term of office of a director or auditor appointed to fill a vacancy shall end when the term of office of his/her predecessor was due to end.
6. After the term of office ends or resignation, a director or auditor shall continue to have the rights and duties as a director or auditor until a newly appointed person assumes the position in the event of a vacancy in the authorized number of positions.

Exemption from Liability

Article 17:
1. Pursuant to Article 114 of the Act on General Incorporated Associations/Foundations, this organization may, by a resolution of the Board of Directors, exempt a director (including a person who was formerly a director) from liability in relation to the acts stipulated in Article 111, Paragraph 1 of said Act to the extent permitted by law.
2. Pursuant to Article 114 of the Act on General Incorporated Associations/Foundations, this organization may, by a resolution of the Board of Directors, exempt an auditor (including a person who was formerly an auditor) from liability in relation to the acts stipulated in Article 111, Paragraph 1 of said Act to the extent permitted by law.

Advisors

Article 18:
1. In principle, one (1) to two (2) specially-appointed advisors may be appointed when special circumstances occur.
2. If there is personnel required to assist the president in resolving a particularly important issue, the Board of Directors shall nominate personnel from among those who have served as president, vice president, director, or auditor, and the nomination shall be determined with the approval the General Meeting of Members.
3. The term of office of such advisors shall be less than two (2) years with this term ending when the Board of Directors determines that the important issue has been resolved.
4. Specially-appointed advisors may speak but not vote at Board of Directors meetings and the General Meeting of Employees.

Compensation of Officers

Article 19: Directors, auditors and advisors shall not receive any compensation.

Chapter 5: Meetings

Meetings

Article 20: The meetings of this organization shall consist of the General Meetings of Employees, members meetings, and Board of Directors meetings.

General Meeting of Employees

Article 21:
1. The General Meeting of Employees shall be comprised of all delegates.
2. The General Meeting of Employees shall vote on the following matters in addition to those separately stipulated in these Articles of Incorporation:
(1) Activity plans and income/expenditure budget
(2) Activity reports and financial statements
(3) Other matters stipulated in the Act on General Incorporated Associations/Foundations
3. Matters voted on by the General Meeting of Employees shall be determined by a majority of the employees present, and in case of a tie vote, matters shall be decided by the chairperson of the Meeting.

Holding of General Meetings of Employees

Article 22:
1. The president shall convene an Ordinary General Meeting of Employees within three (3) months after the end of each fiscal year.
2. The Board of Directors shall convene an Extraordinary General Meeting of Members when it deems necessary.
3. When one-fifth (1/5) or more of the delegates request the convening of an Extraordinary General Meeting of Members in writing, stating the purpose of and reasons for convening the meeting, the president shall convene an Extraordinary General Meeting of Members within thirty (30) days from the date of such request. If the Extraordinary General Meeting of Members is not convened after this period, the delegates who requested the meeting may convene the meeting with the permission of the court.

Chairperson of the General Meeting of Employees

Article 23: The chairperson of the General Meeting of Employees shall be the president of the Board of Directors in the case of Paragraphs 1 and 2 of the preceding article, and shall be selected from among the delegates present in the case of Paragraph 3 of the preceding article.

Voting Rights at the General Meeting of Employees

Article 24: Each employee shall have the right to one (1) vote at the General Meeting of Employees.

Quorum at the General Meeting of Employees

Article 25:
1. In order to adopt resolutions of the General Meeting of Employees, a majority of the delegates must be in attendance and a majority of the delegates present at the meeting must vote to adopt such resolutions.
2. Notwithstanding the provision of the preceding paragraph, the following resolutions shall be adopted by two-thirds (2/3) or more of the total delegates:
(1) Expulsion of delegates and members
(2) Changes to the Articles of Incorporation
(3) Dissolution
(4) Other matters legally stipulated

Minutes of the General Meeting of Employees

Article 26:
1. Minutes of the proceedings of the General Meeting of Employees shall be created as legally stipulated.
2. The minutes set forth in the preceding paragraph shall be signed and sealed by the president and the signer of the minutes designated by the General Meeting of Employees.

Board of Directors

Article 27:
1. This organization shall have a Board of Directors.
2. The Board of Directors shall be comprised of all the directors.

Board of Directors Meetings

Article 28:
1. Ordinary meetings of the Board of Directors shall be held at least four (4) times a year.
2. Extraordinary meetings of the Board of Directors shall be held when one (1) of the following events occurs:
(1) A meeting is deemed as necessary by the president
(2) A director other than the president makes a written request stating the purpose of the meeting
(3) An auditor requests a meeting to be convened pursuant to Article 101 of the Act on General Incorporated Associations/Foundations

Convening a Board of Directors Meeting

Article 29:
1. The Board of Directors shall be convened by the president.
2. When a request is made pursuant to Item (2) or (3) of Paragraph 2 of the preceding article, the president shall, within five (5) days of the date of the request, issue a notice of convocation of a Board of Directors meeting to the effect that the meeting will be held within fourteen (14) days of the date of the request. If a Board of Directors meeting is not convened after this period, any director or auditor may convene a Board of Directors meeting.
3. When convening a Board of Directors meeting, notice must be given in writing at least seven (7) days prior to the meeting, stating the date, time, place, purpose, and items to be discussed. However, this period may be reduced if it is necessary to hold the meeting immediately.

Chairperson of Board of Directors Meetings

Article 30: The president of the Board of Directors shall chair Board of Directors meetings.

Duties

Article 31: The Board of Directors shall perform the following duties in addition to those stipulated in these Articles of Incorporation:
(1) Make decisions on activities conducted by this organization
(2) Supervise the execution of duties of directors
(3) Appointment and dismissal of the president and vice president
(4) Matters concerning the establishment, changes, and discontinuation of regulations

Resolutions

Article 32:
1. In order to adopt resolutions of the Board of Directors, a majority of the directors must be in attendance and a majority of the directors present at the meeting must vote to adopt such resolutions, excluding directors who have a special interest in the resolution.
2. Notwithstanding the provision of the preceding paragraph, in the event that a director makes a proposal on a matter that is the subject of a resolution of the Board of Directors, and all directors who are eligible to participate in voting on the proposal 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 to the effect that the proposal is approved. However, this shall not apply in cases where an auditor has stated an objection to such proposal.

Minutes

Article 33:
1. Minutes of the proceedings of Board of Directors meetings shall be created as legally stipulated.
2. The president of the Board of Directors and the auditors who attend the meeting shall affix their signatures and seals to the minutes set forth in the preceding paragraph.

Members Meetings

Article 34:
1. The president shall convene a members meeting as necessary.
2. A members meeting shall be comprised of active members.
3. The president shall chair members meetings.
4. The president shall report on the status of the activities of this organization at members meetings.

Chapter 6: Committees

Committees, and Committee Chairperson and Members

Article 35:
1. This organization may establish committees as it deems necessary for the conduct of its activities.
2. The committee chairperson and members shall be appointed by the president after consultation with the Board of Directors.

Chapter 7: Academic Meetings

Academic Meetings

Article 36:
1. This organization shall hold a regular academic meeting once a year.
2. Academic meetings consist of regular meetings and meetings held when necessary.

Chairperson

Article 37.
1. This organization shall assign one (1) chairperson of an academic meeting (hereinafter referred to as “chairperson”), one (1) chairperson-elect of an academic meeting (hereinafter referred to as “chairperson-elect”), and one (1) chairperson-elect for the term following the first chairperson-elect (hereinafter referred to as “following chairperson-elect”).
2. Candidates for chairperson, chairperson-elect, and following chairperson-elect must be delegates.
3. The chairperson, chairperson-elect, and following chairperson-elect shall be elected by a vote by the General Meeting of Employees after the Board of Directors has passed a corresponding resolution.

Chapter 8: Assets and Accounting

Fiscal Year

Article 38: The fiscal year of this organization shall begin on December 1 of each year and end on the last day of November of the following year.

Accounting

Article 39: The expenses of this organization shall be provided for from membership fees, donations, and other sources.

Activity Plans and Income/Expenditure Budget

Article 40:
1. The activity plans and income/expenditure budget of this organization shall be prepared by the president and approved by the Board of Directors as soon as possible and no later than one (1) day before the beginning of each fiscal year. The same shall apply to any changes thereof.
2. The documents set forth in the preceding paragraph shall be maintained at the principal office until the end of the corresponding fiscal year and shall be available for public inspection.

Activity Reports and Financial Statements

Article 41
1. The president shall prepare the following documents after the end of each fiscal year for activity reports and financial statements of this organization, which shall be audited by the auditors and approved by the Board of Directors.
(1) Activity report
(2) Supplementary statements of the activity report
(3) Balance sheet
(4) Profit and loss statement (statement of changes in net assets)
(5) Supplementary statements of the balance sheet and profit and loss statement (statement of changes in net assets)
2. Among the approved documents of the preceding paragraph, items (1), (3), and (4) shall be submitted to the Ordinary General Meeting of Employees, the content of item (1) shall be reported, and other documents shall be approved.

Filed Documents

Article 42: The following documents shall be kept on-file at the office of this organization. However, this shall not apply if documents and books in lieu thereof are prepared in accordance with other laws and regulations:
(1) Articles of Incorporation
(2) Members register
(3) Employees register
(4) Register and curriculum vitae of officers and other personnel
(5) Property inventory
(6) Asset and liability ledgers
(7) Bookkeeping records and documentary evidence of income and expenditure
(8) Documents related to the proceedings of Board of Directors meetings and the General Meeting of Employees
(9) Income and expenditure budget documents and activity plans
(10) Income and expenditure statements and activity reports
(11) Balance sheet
(12) Statement of changes in net assets
(13) Other required documents and books

Chapter 9: Changes to the Articles of Incorporation and Dissolution

Changes to the Articles of Incorporation

Article 43: These Articles of Incorporation may be changed by a resolution adopted by two-thirds (2/3) or more of the total number of employees at the General Meeting of Employees.

Dissolution

Article 44: This organization shall be dissolved by a resolution adopted by two-thirds (2/3) or more of the total number of employees at a General Meeting of Employees or for any other reason legally stipulated.

Retained Surplus

Article 45: This organization shall not distribute retained surplus.

Ownership of Residual Assets

Article 46: In the event of liquidation of this organization, the residual assets shall be donated to the juridical persons indicated in Article 5, Item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation, or to national or local governments, by resolution of the General Meeting of Employees.

Method of Public Notices

Article 47:
1. Public notices of this organization shall be issued by electronic public notice.
2. If the electronic public notice described in the preceding paragraph cannot be issued due to an accident or other unavoidable circumstances, public notice shall be made in the official gazette.

Chapter 10: Supplementary Provisions

First Fiscal Year

Article 48: The first fiscal year of this organization shall be from the date of its incorporation until December 31, 2013.

Supplementary Provisions

1. These Articles of Incorporation were partially revised on February 21, 2018, effective immediately.
2. These Articles of Incorporation were partially revised on December 22, 2018, effective immediately. However, the revision of Article 1 became effective on January 1, 2020.
3. Notwithstanding the provision of Article 38 of the Articles of Incorporation, the fiscal year that began on January 1, 2018 and is currently in progress shall end on December 31 of the same year, the fiscal year that begins on January 1, 2019 shall end on December 31 of the same year, and the fiscal year that begins on January 1, 2020 shall end on November 30 of the same year.
4. Membership fee for the fiscal year beginning January 1, 2020 shall not be reduced to account for the fiscal year period being eleven (11) months.
5. These Articles of Incorporation were partially revised on February 28, 2021, effective immediately.
6. These Articles of Incorporation were partially revised on July 31, 2022, effective immediately. However, the regulations concerning young directors shall be reviewed from the perspective of promoting the activities of young directors, and shall be occasionally revised for that purpose.
7. Notwithstanding the provisions of Article 12, Paragraph 1, Item 1, the maximum number of directors shall be twenty-eight (28) from the conclusion of the Ordinary General Meeting of Employees held in 2023 for the fiscal year ended November 2022 to the conclusion of the Ordinary General Meeting of Employees held in 2025 for the fiscal year ending November 2024.
8. These Articles of Incorporation were partially revised on October 1, 2023, and The Japanese Association of Medical Sciences　announced that this organization’s “Japanese Society for Nutritional Therapy” subject to approval of the name change to the Japanese Society for Parenteral and Enteral Nutrition Therapy.
It comes into effect from April 1, 2024.
9. These Articles of Incorporation were partially revised on February 14, 2024, effective immediately.
10. These Articles of Incorporation were partially revised on August 4, 2024, effective immediately.