Regulations of NPO
Chapter 1. General Provisions
(Name)
Article 1. The legal name of the Corporation shall be Tokutei Hieiri Katsudo Hojin Kokusai Kangoshi Ikueikai, and shall be rendered in English as International Nurse Support.
(Office)
Article 2. The principal office of the Corporation is located at 2-9-19, Azusawa, Itabashi-ku, Tokyo.
(Objectives)
Article 3. The Corporation is established for the purpose of working together with medical universities, nursing schools and other educational facilities in various countries to create courses aimed at teaching the Japanese language to foreign nurses who are working to acquire nursing certification, and to establish a system for providing scholarships to outstanding students of modest means. At the same time, an objective of the Corporation is to provide additional assistance ranging from support in activities of daily life to introductions to potential employment situations after certification has been successfully acquired, and in so doing, the Corporation aims to assure both the necessary number and quality of nurses, and to introduce nurses to areas suffering from depopulation of medical personnel. In these and other ways, the Corporation shall strive to increase the number of patients that can be accommodated for in-patient treatment, alleviate uncertainties regarding medical care in regional areas, enhance the provision of medical care, and respond fully to the needs and desires of the population, while at the same time interacting with organizations fostering the development of nurses in various countries to encourage and contribute to public welfare and human services.
(Types of specified non-profit activities)
Article 4. In order to fulfill the objectives stated in the previous Article, the Corporation shall engage in the following types of specified non-profit activities.
(1) Activities designed to promote and enhance health, medical care and public welfare
(2) Activities that support the development of vocational capability and the expansion of employment opportunities
(3) Activities designed to promote social education
(4) Intercommunication with, counseling of and support activities relating to the operation or activities of groups and organizations carrying out the activities described in the preceding items.
(Types of business operations)
Article 5. In order to fulfill the objectives stated in Article 3, the Corporation shall conduct the following business operations related to specified non-profit activities.
(1) Establishment, operation and management of a scholarship system for foreign nurses
・ Solicitation and recruitment of scholarship funds from hospitals, regional medical associations, regional governing authorities and other entities
・Recruitment of scholarship students from various countries
・Granting of scholarship funds to scholarship students
(2) Educational support for foreign nurses
・Support in taking the Japanese Language Proficiency Test
・Support in taking the Licensed and Registered Nursing Examinations
(3) Introductions of foreign nurses to potential employers, and support in activities of daily living
・Introduction of persons who have successfully passed the nursing examination to hospitals, regional medical associations, regional governing authorities and other potential sources of employment
・Support in activities of daily living in Japan, and guarantee of identity
・Introduction to potential sources of part-time work while students are preparing to take examinations
(4) Promotion of interaction between foreign nurses and overseas facilities that train nurses
・Implementation of opportunities for interaction among foreign nurses
・Implementation of opportunities for interaction among facilities that train nurses in various countries
(5) Introduction of Japanese instructors of the Japanese language and Japanese nursing education instructors, and dispatch of personnel to work assignments
・Introduction of Japanese instructors of the Japanese language to overseas facilities that train nurses, and dispatch of personnel to work assignments
・Introduction of Japanese nursing education instructors to overseas facilities that train nurses, and dispatch of personnel to work assignments
(6) Development and publication of educational materials for foreign nurses
・Development and publication of Japanese-language educational materials for foreign nurses
・Development and application of nursing educational materials for foreign nurses
Chapter 2. Members
(Classification)
Article 6. Members of the Corporation shall be classified into the following two types; regular members shall be employees under the Act on Promotion of Specified Non-profit Activities (hereafter referred to as "the Act”).
(1) Regular members: Individuals and/or groups that have joined the Corporation in agreement with the objectives of the Corporation.
(2) Supporting members: Individuals and/or groups that have joined the Corporation in agreement with the objectives of the Corporation, for the purpose of providing support in obtaining those objectives.
(Membership)
Article 7. No particular conditions are defined with respect to the membership of persons and/or groups joining the Corporation.
2. Persons and/or groups wishing to join as members shall apply for membership to the Chairperson, by submitting a written membership application to be defined separately by the Chairperson.
3. When a membership application is received as described in the previous item, the Chairperson, with approval from the Board of Directors, shall approve the application unless there is justifiable reason not to do so.
4. If a membership application as described in paragraph 2 above is not approved, the Chairperson shall promptly notify the person or group submitting the application, and shall attach the reason for declining the application in writing.
(Entry fee and membership fee)
Article 8. Members shall remit an entry fee and a membership fee as defined separately by the General Assembly.
(Loss of membership eligibility)
Article 9. If any of the following applies to a member, that member shall forfeit his or her membership eligibility.
(1) The member has submitted a notification of membership cancellation.
(2) Notification has been received that a member is deceased or has been legally declared to have disappeared, or a member group has been dissolved.
(3) The member has failed to remit the membership fee for a consecutive period of one year or more.
(4) The member has been expelled.
(Membership cancellation)
Article 10. A member may voluntarily cancel a membership upon submission of a notification of cancellation to the Chairperson, such notification to be defined separately by the Chairperson.
(Expulsion)
Article 11. In the event that any of the following applies to a member, the member may be expelled based on a vote by the General Assembly.
(1) The member has violated these Articles of Incorporation.
(2) The member has engaged in an action detrimental to the honor of the Corporation, or an action that is contrary to the objectives of the Corporation.
2. Before a member is expelled as described in the previous item, the member shall be provided with an opportunity to explain and justify his or her action prior to a vote being taken by the General Assembly.
(Return/reimbursement of contributions)
Article 12. Any membership funds, fees or other funds for items that have already been remitted shall not be returned or reimbursed.
Chapter 3. Board of Directors
(Classification and quorum)
Article 13. The Corporation shall have the following board members.
(1) At least three, but no more than ten, board members
(2) At least one, but no more than three, auditors
2. One of the board members shall serve as Chairperson, and at least two, but no more than five, shall serve as Vice Chairpersons.
(Elective offices, etc.)
Article 14. The directors and auditors shall be elected by the General Assembly.
2. The Chairperson and Vice Chairpersons shall be chosen by the directors.
3. The board members shall not include more than one spouse of a board member, or more than one relative within three degrees of kinship of a board member, and furthermore, such board members and their spouses or relatives within three degrees of kinship shall not comprise more than one-third the total number of board members.
4. If any of the items of Article 20 of the Act apply, the member to which the item applies may not become a board member of the Corporation.
5. Auditors may not simultaneously be a director or an employee of the Corporation.
(Duties)
Article 15. The Chairperson shall represent the Corporation, and shall oversee operations of the Corporation.
2. The Vice Chairperson(s) shall assist the Chairperson, and in the event that the Chairperson meets with an accident, or is not available, the Vice Chairperson(s) shall assume the duties of the Chairperson, in sequential order as designated in advance by the Chairperson.
3. The directors shall establish a Board of Directors, and shall carry out the operations of the Corporation, based on the stipulations of these Articles of Incorporation and on votes taken by the General Assembly or the Board of Directors.
4. The auditors shall perform the following duties.
(1) The auditors shall monitor the status of execution of duties by directors.
(2) The auditors shall monitor the status of assets of the Corporation.
(3) In the event that, as the result of an audit as described in the preceding paragraph (2), it is found that an illegal action has been performed in the course of the duties of the Corporation, or with respect to the assets of the Corporation, or there has been a significant violation of a law or these Articles of Incorporation, the illegal action or violation shall be reported to the General Assembly or to authorities with pertinent jurisdiction.
(4) If necessary in order to submit a report as described in the previous paragraph, a General Assembly shall be convened.
(5) The auditors shall provide to the directors an opinion concerning the status of the execution of duties by the directors, or the status of assets of the Corporation.
(Term of office, etc.)
Article 16. Board members shall serve for two years. However, board members may continue to serve subsequent terms.
2. If a board member is appointed to fill a vacant position, or is appointed in order to increase the number of board members, the term of that board member shall equal the remaining term to have been served by the predecessor or being served by incumbent board members.
3. After a board member has resigned, or has completed his or her term of service, he or she is mandated to continue performing the duties of the position until a successor assumes the post.
(Filling of vacancies)
Article 17. If more than one-third of the director or auditor positions necessary to form a quorum are vacant, the number of directors or auditors shall be supplemented without delay.
(Dismissal)
Article 18. In the event that any of the following applies to a board member, the board member may be dismissed based on a vote by the General Assembly.
(1) It has been determined that the board member is unable to fulfill his or her duties as a result of a physical or mental impairment.
(2) The board member has committed a breach of execution of his or her duty, or has engaged in an action considered by the other board members to be inappropriate.
2. Before a board member is dismissed as described in the previous item, the board member shall be provided with an opportunity to explain and justify his or her action prior to a vote being taken by the General Assembly.
(Remuneration, etc.)
Article 19. Up to one-third of the total number of board members may receive remuneration.
2. Board members may be reimbursed for expenses necessary in the execution of their duties.
3. Necessary items pertaining to the previous item 2 shall be decided separately by the Board of Directors, through a vote by the General Assembly.
Chapter 4. Meetings
(Types)
Article 20. Meetings of the Corporation shall be classified into two types: General Assemblies and Board of Directors meetings.
2. General assemblies shall consist of ordinary General Assemblies and extraordinary General Assemblies.
(Configuration of General Assemblies)
Article 21. General Assemblies shall consist of regular members of the Corporation.
(Authority of the General Assembly)
Article 22. The General Assembly shall vote on the following items.
(1) Changes to the Articles of Incorporation
(2) Dissolutions and mergers
(3) Expulsion of members
(4) Business plans and income/expenditure budgets, as well as changes to the same
(5) Business reports and account settlements
(6) Appointment, dismissal, duties and remuneration of board members
(7) Amounts of entry fees and membership fees
(8) Debts (excluding short-term debts to be repaid out of income within the same business year; the same applies to Article 49)
(9) The allotment of other new obligations, and waiving of rights
(10) Imputation of remaining assets in the event of dissolution
(11) Organization and operation of a Secretariat
(12) Other critical items pertaining to operation
(Holding of General Assemblies)
Article 23. Ordinary General Assemblies shall be held once every year.
2. Extraordinary General Assemblies shall be held in the following instances.
(1) The board of directors has determined that an extraordinary General Assembly is necessary, and has requested convocation.
(2) A request for convocation has been submitted in writing by at least one-fifth of the total number of regular members, stating a purpose for the meeting.
(3) The auditors convene an extraordinary General Assembly based on the stipulation of Article 15, Paragraph 4, No. 4.
(Convocation of General Assemblies)
Article 24. General Assemblies shall be convened by the Chairperson, except for the instances stated in Paragraph 2, No. 3 above.
2. In the event that a request is made as stipulated by Paragraph 2, Nos. 1 and 2 above, the Chairperson is mandated to convene an extraordinary General Assembly within 30 days of the date on which the request is made.
3. When convening a General Assembly, notification of the date, time, location, purpose and agenda of the assembly shall be made in writing, at least five days prior to the date on which the assembly is to be held.
(Chairperson of the General Assembly)
Article 25. The chairperson of the General Assembly shall be selected from among regular members present at that General Assembly.
(Quorum for a General Assembly)
Article 26. A General Assembly may not be held unless at least one-half of the total number of regular members are present.
(Decisions of the General Assembly)
Article 27. Notification of items to be decided at the General Assembly shall be made in advance, as stipulated in Article 24, Paragraph 3.
2. In addition to items stipulated by these Articles of Incorporation, items to be decided by the General Assembly shall be decided by a majority of regular members present, and if a tie occurs, shall be decided by the Chairperson.
(Voting rights at General Assemblies)
Article 28. All regular members shall have equal voting rights.
2. Regular members who are unable to attend a General Assembly for an unavoidable reason may vote in writing on items for which notification has been made in advance, or may vote by means of asking another regular member to serve as a proxy.
3. With respect to the application of Article 2 and Paragraph 1 above, regular members who vote as described in the previous item shall be considered to have been present.
4. With respect to actions of General Assemblies, regular members who have a special interest in or relationship with that action may not add to the action of that agenda.
(General Assembly minutes)
Article 29. Minutes indicating the following items shall be created with respect to the agendas of General Assemblies.
(1) Date, time and location
(2) Total number of regular members and total number of persons present (If there are members voting in writing or voting by proxy, those numbers shall be indicated as well.)
(3) Items discussed
(4) An overview of the agenda progress, and results of votes
(5) Items pertaining to the appointment of authorized signatories to the minutes
2. The minutes shall be signed by, or stamped with the seals of, the Chairperson and two members selected as authorized signatories by the General Assembly.
(Configuration of the Board of Directors)
Article 30. The Board of Directors shall be configured of directors.
(Authority of the Board of Directors)
Article 31. In addition to items determined elsewhere in these Articles of Incorporation, the Board of Directors shall decide the following items.
(1) Items that require discussion at a General Assembly
(2) Items pertaining to execution of items voted on at a General Assembly
(3) Other items pertaining to the execution of duties which do not require a vote at a General Assembly
(Holding of Board of Directors meetings)
Article 32. Board of Directors meetings shall be held in the following instances.
(1) When deemed necessary by the Chairperson
(2) When a request has been made in writing to convene a Board of Directors meeting, and such request states a specific item that is a purpose of the Board of Directors and has been made by at least one-third of the total number of directors
(Convocation of Board of Directors meetings)
Article 33. Board of Directors meetings shall be convened by the Chairperson.
2. In the event that a request has been made as stipulated in Paragraph 2 of the preceding Article, the Chairperson shall convene a Board of Directors meeting within 15 days of the date on which the request is made.
3. When convening a Board of Directors meeting, notification of the date, time, location, purpose and agenda of the meeting shall be made in writing, at least seven days prior to the date on which the meeting is to be held.
(Chairperson of the Board of Directors)
Article 34. The Chairperson shall serve as chairperson of the Board of Directors.
(Actions of the Board of Directors)
Article 35. Notification of items to be decided at the Board of Directors meeting shall be made in advance, as stipulated in Article 33, Paragraph 3.
2. Proceedings of Board of Directors meetings shall be decided by a majority of the total number of directors, and if a tie occurs, shall be decided by the Chairperson.
(Voting rights at Board of Directors meetings, etc.)
Article 36. All directors shall have equal voting rights.
2. Directors who are unable to attend a Board of Directors meeting for an unavoidable reason may vote in writing on items for which notification has been made in advance.
3. With respect to the application of the preceding Paragraph and Paragraph 1 of the following Article, directors who vote based on the previous stipulation shall be considered to have been present at the Board of Directors meeting.
4. With respect to actions of Board of Directors meetings, directors who have a special interest in or relationship with that action may not add to the action of that agenda.
(Minutes of Board of Directors meetings)
Article 37. Minutes indicating the following items shall be created with respect to the agendas of Board of Directors meetings.
(1) Date, time and location
(2) Total number of directors and total number of persons present (If there are directors voting in writing, that number shall be indicated as well.)
(3) Items discussed
(4) An overview of the agenda progress, and results of votes
(5) Items pertaining to the appointment of authorized signatories to the minutes
2. The minutes shall be signed by, or shall bear the seal of, the Chairperson and two persons appointed as authorized signatories for that meeting.
Chapter 5. Assets
(Configuration)
Article 38. The assets of the Corporation shall be configured of the items listed below.
(1) Assets listed in the general inventory at the time of establishment
(2) Entry fees and membership fees
(3) Donations and contributions
(4) Income generated from assets
(5) Income accompanying business operations
(6) Other income
(Categorization)
Article 39. Assets of the Corporation shall be assets pertaining to business operations involving specified non-profit activities.
(Management)
Article 40. Assets of the Corporation shall be managed by the Chairperson, with the method of management being separately determined by the Chairperson and approved by a vote by the General Assembly.
Chapter 6. Accounting
(General accounting provisions)
Article 41. Accounting for the Corporation shall be carried out in accordance with the principles noted in the items under Article 27 of the Act.
(Accounting classifications)
Article 42. Accounting for the Corporation shall be corporate accounting involving specified non-profit activities.
(Business year)
Article 43. The business year of the Corporation shall begin on April 1 of each year, and shall end on March 31 of the following year.
(Business planning and budgets)
Article 44. Business planning of the Corporation and accompanying income and expenditure budgets shall be created for each business year by the Chairperson, and shall be approved by means of a vote by the General Assembly.
(Provisional budget)
Article 45. Regardless of the stipulation of the previous Article, if a budget is not established for an unavoidable reason, the Chairperson may, upon approval by means of a vote by the Board of Directors, process income and expenditures based on the budget of the previous business year, until a date on which a budget is established.
2. The income and expenditures noted in the previous item shall be considered to be income and expenditures of the newly established budget.
(Reserve funds)
Article 46. Reserve funds may be allocated in the budget to cover expenditures in the event of a budget overrun or expenditures not included in the budget.
2. Reserve funds shall only be used after being approved by means of a vote by the Board of Directors.
(Budget additions and revisions)
Article 47. After a budget has been established, additions and/or revisions to the existing budget may be made if so required because of an unavoidable reason, based on a vote by the General Assembly.
(Business reports and account settlements)
Article 48. Documents pertaining to business reports, asset inventories, balance sheets, income and expenditure account statements and other documentation of the Corporation shall be promptly created by the Chairperson following the end of each business year, shall undergo an audit, and shall be voted on by the General Assembly.
2. Any surplus funds in the budget shall be carried over to the following business year.
(Expedient measures)
Article 49. In addition to items decided based on the budget, if additional debts are to be incurred in the form of loans, or if other new obligations are to be assumed, or rights are to be renounced, a vote must be taken by the General Assembly.
Chapter 7. Changes to the Articles of Incorporation, Dissolution, and Mergers
(Changes to the Articles of Incorporation)
Article 50. Any changes to be made to the Articles of Incorporation shall first undergo a vote approved by a majority of at least three-fourths of regular members present at the General Assembly, and, except for minor matters stipulated under Article 25, Paragraph 3 of the Act, must be authorized by authorities with the appropriate jurisdiction.
(Dissolution)
Article 51. The Corporation shall be dissolved in the event of any of the following.
(1) Upon a resolution by the General Assembly
(2) Inability to successfully perform business operations involving the specified non-profit activities that are the objectives of the Corporation
(3) Insufficiency of regular members
(4) Merger
(5) A decision to initiate bankruptcy procedures
(6) Cancellation of authorization of establishment by authorities with jurisdiction
2. In the event that the Corporation is to be dissolved for the reason stated in item 1 of the preceding Paragraph, approval must be obtained from at least three-fourths of the total number of regular members.
3. In the event that the Corporation is to be dissolved for the reason stated in item 2 of Paragraph 1, approval must be obtained from authorities with jurisdiction.
(Return of residual assets)
Article 52. Any assets remaining when the Corporation is dissolved (except in the case of dissolution resulting from a merger or a decision to initiate bankruptcy procedures) shall be assigned to a national or local government sector.
(Merger)
Article 53. In the event of a merger of the Corporation, approval must be obtained from at least three-fourths of the total number of regular members at a General Assembly, as well as from authorities with jurisdiction.
Chapter 8. Method of Official Announcements
(Method of official announcements)
Article 54. Official announcements of the Corporation shall be published on public display boards of the Corporation, and shall also be noted in the official Gazette of the Corporation.
Chapter 9. Secretariat
(Establishment of a Secretariat)
Article 55. The Corporation shall establish a Secretariat in order to carry out the business of the Corporation.
2. The Secretariat shall be staffed by a Secretary-General and the necessary number of staff.
(Appointment and dismissal of staff)
Article 56. The Secretary-General and staff shall be appointed and dismissed by the Chairperson.
(Organization and operation)
Article 57. Necessary items pertaining to the organization and operation of the Secretariat shall be determined separately by the Chairperson, and approved by means of a vote by the General Assembly.
Chapter 10. Miscellaneous Provisions
(Detailed provisions)
Article 58. Detailed provisions necessary for the implementation of these Articles of Incorporation shall be determined by the Chairperson, and approved by means of a vote by the Board of Directors.