About JSOT / Constitution : The Japanese Society of Toxicology

About JSOT / Constitution

Adopted on July 6, 1980
Revised on June 12, 1981
Revised on November 16, 1985
Revised on July 24, 1997
Revised on June 18, 1998
Revised on July 19, 2003
Revised on June 30, 2005
Revised on July 4, 2006
Revised on January 16, 2007
Revised on July 7, 2009
Revised on Jun 17, 2010
Revised on January 1, 2014
Revised on February 9, 2015
Revised on November 25, 2022

Chapter 1: General rules

(Name)

Article 1:	The name of this organization shall be "The Japanese Society of Toxicology" (abbreviation: JSOT).

(Purpose)

Article 2:	The purpose of JSOT shall be to promote the progress/development of research in the field of toxicology through the following activities:
	1.	Holding of scientific meetings
	2.	Publication of the official journals
	3.	Certification, education and training and of toxicologists
	4.	Other activities necessary to accomplish the purpose of JSOT.

(Address of the main office)

Article 3:	The main office of JSOT shall be located at Palaceside Bld., 1-1-1, Hitotsubashi, Chiyoda-ku, Tokyo, Japan
	(2)	Subordinate offices may be established at any place where necessary by resolution of the Board of Directors.

(Method of public notice)

Article 4:	The public notice of JSOT shall be posted in a conspicuous place in the main office.

(Solicitation of funds)

Article 5:	JSOT may solicit funding.

(Rules concerning rights of fund contributors)

Article 6:	Contributed funds shall not be returned until the date specified in the fund contribution agreement.

(Procedure for returning funds)

Article 7:	The total amount of funds to be returned to fund contributors shall be done so as determined by the Board of Directors upon resolution of the regular general assembly.

Chapter 2: Membership

(Categories of membership)

Article 8:	The membership of JSOT is as follows:
	1.	General members: Individuals who are engaged in research activities in the field of toxicology and have joined JSOT
	2.	Student members: Individuals who are enrolled in undergraduate or graduate programs in the field of toxicology and have joined JSOT
	3.	Honorary members: Individuals who have joined JSOT in accordance with the rules laid down for recommending honorary/meritorious members
	4.	Meritorious members: Individuals who have joined JSOT in accordance with the rules for recommending honorary/meritorious members
	5.	Supporting members: Groups or individuals who support activities of JSOT.
	(2)	General members and student members (No. 1 and No.2 specified in the preceding item, respectively) shall be defined as members under the Act on General Incorporated Associations and General Incorporated Foundations (the "Act" hereinafter).

(Rights of members)

Article 9:	General members, student members, honorary members and meritorious members shall have the right to receive the official journal, to present their work in the journal as well as at the scientific meeting, and participate in other activities held by JSOT.
Article 9:	(2)	Supporting members shall receive the official journal, and the name and URL of supporting members shall be posted on the JSOT home page.

(Admission)

Article 10:	Any person who intends to become a member of JSOT must make application in accordance with the rules for admission and receive approval by the President of the Board of Directors. However, a person approved as an honorary or meritorious member as set forth in the Item 1, Nos. 3 and 4 of the Article 8 shall become a member with the consent of the said person without applying through admission procedures.

Article 10:

Any person who intends to become a member of JSOT must make application in accordance with the rules for admission and receive approval by the President of the Board of Directors. However, a person approved as an honorary or meritorious member as set forth in the Item 1, Nos. 3 and 4 of the Article 8 shall become a member with the consent of the said person without applying through admission procedures.

(Membership fees)

Article 11:	Members must pay membership fees set forth in the admission rules.
Article 11:	(2)	Honorary members and meritorious members shall not be required to pay membership fees.

(Voluntary withdrawal)

Article 12:	A member may withdraw from JSOT at any time by submitting a separately specified notice of withdrawal to the President.

(Expulsion)

Article 13:	A member may be expelled for any of the following reasons by a special resolution of the general assembly as set forth in the Article 49, Item 2 of the Act. However, in such a case, the said member shall be given an opportunity to be heard in explanation or exculpation at the general assembly.
	1.	If a member violates these constitution and by-laws or other rules
	2.	If a member dishonors JSOT or acts against the purposes of JSOT
	3.	If there are any other legitimate reasons for expulsion.

(Loss of membership)

Article 14:	In addition to the preceding two Articles, a member shall lose his/her membership for either of the following reasons:
	1.	Delay in payment of membership fee for more than 2 years as well as failure to respond to the reminder
	2.	Death or dissolution of a member.

(Rights and duties following loss of membership)

Article 15:	When a member loses his/her membership as set forth in the preceding three Articles, the member shall lose his/her rights as a member of JSOT, and shall be relieved of any further future obligations. General members and student members shall lose their position as a member as provided under the Act. However, such member shall remain liable for any unfulfilled obligations.
Article 15:	(2)	JSOT shall not return the membership fee already paid or any other contributions to a member who loses his/her membership.

Chapter 3: Councilors

(Councilors)

Article16:	JSOT shall have Councilors.
	(2)	Councilors shall be selected as set forth in the rules for the procedures for selecting Councilors.
	(3)	Councilors shall organize the Board of Councilors to provide advice on various matters necessary for management of JSOT.

(Powers)

Article 17:	Councilors shall have powers and rights as follows:
	1.	Power to select candidates for Directors and Auditors from among Councilors and recommend such candidates to the general assembly
	2.	Power to recommend candidates for Councilors
	3.	Power to recommend new members
	4.	Right to become a member of committees established with approval of the standing committee and the general assembly.

(Term of office)

Article 18:	The term of office of Councilors shall start from the date of election and end at the date of the regular general assembly for the business year, which ends within two years after the selection.

Chapter 4: General assembly

(Type)

Article 19:	There shall be two types of general assemblies - regular general assemblies and special general assemblies.

(Composition)

Article 20:	The general assembly shall consist of members set forth in the Article 8, Item 2.
Article 20:	(2)	General members and student members shall be entitled to one (1) vote each at the general assembly.

(Holding the general assembly)

Article 21:	The regular general assembly shall be held once every year within 3 months after the end of each business year, and the special general assembly shall be held as needed.

(Convening of the general assembly)

Article 22:	The President shall convene the general assembly unless otherwise provided by the Act.
	(2)	When one-tenth (1/10) or more of the total voting rights request holding of a general meeting by presenting issues to be discussed at the general assembly and the reason for the convocation, the President must convene the special general assembly within 30 days from the date on which the request is made.
	(3)	Notice shall be sent to each member in writing or by electromagnetic records at least 5 days prior to the general meeting.

(Chair of the general assembly)

Article 23:	The general assembly shall be chaired by the President of the annual scientific meeting set forth in Chapter 7. If the President of the annual scientific meeting for the current business year is unable to do so due to accidents or other reasons, a Chair shall be selected from among general members attending the general assembly.

(Resolution of the general assembly)

Article 24:	Unless otherwise provided by the Act or other rules set forth in these constitution and by-laws, resolutions of a general assembly shall be made when a majority of the total members entitled to vote are present at the general assembly, and when adopted by a majority vote of those present.
	(2)	Regardless of the preceding item, the following resolutions shall be made when more than half of the total members are present at the general assembly and when approved by at least two thirds of the votes of all members.
	1.	Expulsion of members
	2.	Amendment to the constitution and by-laws
	3.	Dissolution
	4.	Disposition of properties essential to conduct activities of JSOT
	5.	Other matters provided under the Act.

(Proxy)

Article 25:	Any member who is unable to attend the general assembly may entrust his or her vote to another member as a proxy. In such case, the said member or the proxy must submit a document or electromagnetic record evidencing the proxy to JSOT.

(Minutes)

Article 26:	Minutes of the general assembly shall be prepared as set forth in the Act . (2) The Chair and Directors present shall affix their signatures or their names and seals on the minutes described in the preceding item.

Chapter 5: Officers, etc.

(Officers)

Article 27:	JSOT shall have the following officers:
	1.	At least three but no more than twenty Directors
	2.	One of the Directors shall be the President of the Board of Directors.
	3.	The President specified in the preceding item shall be the representative Director provided under the Act.
	4.	Two Auditors

(Qualification)

Article 28:	Directors and Auditors of JSOT shall be appointed from among Councilors of JSOT.

(Appointment of officers)

Article 29:	Directors and Auditors shall be appointed by the general assembly.
	(2)	The President shall be appointed from among Directors by the Board of Directors.
	(3)	Directors may not simultaneously server as Auditors.

(Procedures for selection of Directors/Auditors)

Article 30:	Officers of JSOT shall be selected according to the Act or these constitution and by-laws as well as rules for the procedures for selection of Directors/Auditors.

(Duties and powers of Directors)

Article 31:	Directors shall constitute the Board of Directors and execute their duties as set forth in the Act and these constitution and by-laws.
	(2)	The President shall represent this juridical person as set forth in the Act and these constitution and by-laws.
	(3)	The President must report on the status of execution of his/her duties at least twice with an interval longer than four months.

(Duties of Auditors)

Article 32:	Auditors shall oversee execution of duties by Directors and prepare audit reports as set forth in the Act. (2) Auditors may request Directors and consignors for reports of activities at any time, and examine the business and financial status of this juridical person.

(Term of office of officers)

Article 33:	The term of office of the Directors shall be until the conclusion of the regular general assembly in the final business year, which ends within two years after the appointment.
	(2)	The term of office of the Auditors shall be until the conclusion of the regular general assembly in the final business year, which ends within two years after the appointment.
	(3)	The term of office of the Director or Auditor appointed as a substitute shall be until the expiration of the term of office of the predecessor.

(Dismissal of officers)

Article 34:	An officer may be dismissed for any of the following reasons by voting at the general assembly. However, in such a case, the said officer shall be noticed in advance and given an opportunity to be heard in explanation or exculpation prior to the resolution at the general assembly on his/her request.
	1.	Recognized to be incapable of performing his/her duties due to mental or physical impediment
	2.	Violation of official duties or other inappropriate acts as officers.

(Remuneration, etc.)

Article 35:	Officers shall receive no remuneration. However, expenses needed to perform the duties for JSOT shall be reimbursed.

(Indemnity of officers)

Article 36:	With regard to liability of officers for compensation for damages as set forth in Article 111, Item 1 of the Act, JSOT may indemnify such officer, by the resolution of the Board of directors, for the amount that shall result from deducting the minimum amount of liability set forth in the Act from the amount of liability for damages, provided that the officer, etc. has performed his or her duties in good faith and without gross negligence, and it is found particularly necessary to do so in consideration of the matter that caused the liability and the status of the execution of official duties by the officer, etc.

Article 36:

With regard to liability of officers for compensation for damages as set forth in Article 111, Item 1 of the Act, JSOT may indemnify such officer, by the resolution of the Board of directors, for the amount that shall result from deducting the minimum amount of liability set forth in the Act from the amount of liability for damages, provided that the officer, etc. has performed his or her duties in good faith and without gross negligence, and it is found particularly necessary to do so in consideration of the matter that caused the liability and the status of the execution of official duties by the officer, etc.

Chapter 6: Board of Directors

(Composition)

Article 37:	JSOT shall have the Board of Directors.
	(2)	The Board of Directors shall consist of all the Directors.
	(3)	Auditors shall have the responsibility to attend the Board of Directors.

(Power)

Article 38:	The Board of Directors shall execute the following duties:
	1.	Deciding the execution of business of JSOT
	2.	Overseeing the execution of duties by Directors
	3.	Selecting and removing the President of the Board of Directors.

(Convening the Board of Directors)

Article 39:	The President of the Board of Directors shall convene the Board of Directors.
	(2)	Directors other than the President may request the President to convene the Board of Directors by indicating the agenda to be discussed.
	(3)	If no notice is given within 5 days from the day of request as set forth in the preceding item for convening the Board of Directors within 2 weeks after the day of request, the Director who made such request may convene the Board of Directors.
	(4)	If the President is absent or was involved in the accident, Directors shall convene the Board of Directors according to the procedure specified in advance by the President.

(Resolution of the Board of Directors)

Article 40:	Resolutions of the Board of Directors shall be made when a majority of the Directors are present and by a majority vote of those attending the meeting.

(Omission of resolutions)

Article 41:	In the event a Director proposes the agenda for the meeting, and all Directors entitled to participate in the voting for the proposal agree in writing or by electromagnetic records with the said proposal, such agreement shall be regarded as a resolution at the Board of Directors unless objection is made by Auditors.

(Omission of reports)

Article 42:	In the event a Director or an Auditor sends notice to all of the Directors and Auditors with regard to matters to be reported to the Board of Directors, such matters shall not be reported at the Board of Directors.
Article 42:	(2)	The preceding item shall not apply to reports set forth in Article 31, Item 3.

(Minutes)

Article 43:	Minutes of the Board of Directors shall be prepared according to the Act.
Article 43:	(2)	The President and Auditors present at the meeting shall affix their names and seal on the minutes specified in the preceding item.

Chapter 7: President of the annual scientific meeting

(President of the annual scientific meeting)

Article 44:	JSOT shall have a President of the annual scientific meeting.
Article 44:	(2)	The President of the annual scientific meeting shall be selected by recommendation of the Board of Directors and the Board of Councilors with approval of the general assembly.

(Duties)

Article 45:	The President of the annual scientific meeting shall preside at the regular yearly scientific meeting (annual scientific meeting).
	(2)	The President of the annual scientific meeting shall serve as the Chair of the general assembly of the current business year.
	(3)	The President of the annual scientific meeting may attend the Board of Directors and present opinions, but shall not have the right to vote.

(Term of office)

Article 46:	The term of the President of the annual scientific meeting shall begin on the day following the last day of the annual scientific meeting in the prior business year until the ending day of delivering a financial report at the annual scientific meeting of the current business year.

Chapter 8: Committee

(Committee)

Article 47:	JSOT may establish a committee with approval of the Board of Councilors and general assembly.

Chapter 9: Business report

(Business year)

Article 48:	The business year of JSOT shall start on May 1 every year and end on April 30 of the following year.

(Business plan and budget)

Article 49:	The business plan and budget of JSOT must be prepared by the President of the Board of Directors and approved by the Board of Directors until one day before the start of each business year. Any changes thereto shall follow the same procedure.
Article 49:	(2)	The documents described in the preceding item shall be kept in the main office until the end of the current business year.

(Business report and settlement of accounts)

Article 50:	With regard to the business report and settlement of accounts of JSOT, the President shall prepare the following documents after the end of every business year, which shall be subsequently audited by Auditors and submitted to the regular general assembly upon approval by the Board of Directors. Contents of the documents No.1 and No.2 shall be reported and the documents from No.3 to No.5 must be approved at the regular general assembly.
	1.	Business report
	2.	Annexed detailed statement of business report
	3.	Balance sheet
	4.	Profit-and-loss statement (net assets variation statement)
	5.	Annexed detailed statement of balance sheet and profit-and-loss statement (net assets variation statement)
	(2)	The documents specified in the preceding item and audit reports shall be kept in the main office for 5 years, and the constitution and by-laws and the membersﾕ list shall be kept in the main office.

Chapter 10: Dissolution

(Dissolution)

Article 51:	JSOT shall be dissolved by resolution of the general assembly or due to other reasons set forth in the Act.

(Limitation for distribution of surplus)

Article 52:	JSOT may not distribute surplus.

(Disposal of residual property)

Article 53:	Residual property after liquidation by JSOT shall be donated to juridical persons defined in Item 5, No.17 of the Act on Authorization of Public Interest Incorporated Association and Public Interest Incorporated Foundation, or to national or local public bodies with resolution of the general assembly.

Chapter 11: Detailed rules

(Detailed rules)

Article 54:	Detailed rules for the execution of these constitution and by-laws shall be separately established upon resolution of the Board of Directors. Any changes thereto shall follow the same procedure.

Chapter 12: Additional rules

(Names and addresses of members at the inception)

Article 55:	The names and addresses of JSOT members at the inception are as follows: <Omitted below>

(Names of officers at the inception)

Article 56:	The names of JSOT officers at the inception are as follows: <Omitted below>

(First business year)

Article 57:	The first business year of JSOT shall start on the date of its foundation and end on April 30, 2015.

(Matters not ruled in the constitution and by-laws)

Article 58:	All matters not ruled in the constitution and by-laws shall be subject to the Act and other laws and regulations.