Constitution & Bylaws

Constitution

Section 1 General provisions

(Name)
Article 1 The English title shall be the Japan Society for Lactic Acid Bacteria, abbreviated as JSLAB.
(Office)
Article 2 The headquarters of this society shall be established in an institution to which the president belongs, and shall be located at the following address.
468-1 Aoba, Aramaki, Aoba-ku, Sendai, Miyagi 980-8572, Japan

Section 2 Objective and activities

(Objective)
Article 3 This society will carry out the following activities in order to accomplish the objective in the previous article.

(Activities)
Article 4 This society will carry out the following activities in order to accomplish the objective in the previous article.

(1) Holding research meetings and seminars
(2) Publishing the society journal “JSLAB Journal” (English name: Japanese Journal of Lactic Acid Bacteria)
(3) Commending research results
(4) Exchange of information and interaction with overseas researchers in related fields
(5) Other work necessary to fulfilling the objective of this society
2. The activities of the preceding paragraph shall be carried out both here in Japan and abroad.

Section 3 Members

(Members)
Article 5 The members of this society are comprised as follows.

(1) Regular members: Individuals who have joined because of an interest in lactic acid bacteria and agree with the objective of this society
(2) Student members: Individuals who are students belonging to a technical college, junior college, university, graduate school or other trade school, and who agree with the objective of this society
(3) Supporting members: Corporations or organizations who have joined to support the activities of this society
(4) Honorary members: Those with some special achievement in this society’s area of specialty who are recommended by the Board of Directors and whose membership has been approved in the general meeting after obtaining their consent

(Joining the society)
Article 6 Those who want to join as regular members, student members, as well as supporting members are to make an application to the place stipulated by the Board of Directors, and must receive its approval.

(Membership fee)
Article 7 In order to cover the expenses that arise from this society’s activities, members will be required to pay a membership fee, which is determined separately at the general meeting, each time they become a member or each year.

2. Membership fees that have already been paid will not be refunded for any reason.

(Voluntary withdrawal)
Article 8 Members can withdraw voluntarily at any time by submitting a notice of withdrawal as determined separately in the Board of Directors.

(Expulsion)
Article 9 A member can be expelled by resolution of the general meeting when any of the following applies.

(1) When they violates this constitution or other regulations.
(2) When they harm the reputation of this society or their conduct violates its objective.
(3) When there is some other pertinent reason that warrants expulsion.

(Loss of member status)
Article 10 In addition to the circumstances described in Article 2 above, members will lose their member status when any of the following applies.

(1) When the obligation of payment described in Article 7 has not been fulfilled for more than 2 years.
(2) When all of the directors, auditors or regular members agree to that decision.
(3) When the applicable member passes away or the society is dissolved.
(4) When student members lose their qualification.

Section 4 General meeting

(Composition)
Article 11 The general meeting will be composed of all the regular members.

(Authority)
Article 12 The general meeting shall determine the following matters.

(1) Expulsion of members
(2) The appointment or dismissal of directors and auditors
(3) Authorization of business reports, income and expenditure settlement, inventory as well as the balance sheet
(4) Changes to the constitution
(5) Dissolution as well as disposal of residual assets
(6) Approval of honorary members
(7) Other matters prescribed in this constitution that are to be resolved in the general meeting
(8) Other matters deemed as necessary in the Board of Directors

(Convention)
Article 13 In addition to holding an ordinary general meeting after the end of each fiscal year, a general meeting can also be held as necessary.

(Convocation)
Article 14 The general meeting will be convened by the president based on the resolution of the Board of Directors.

2. More than one-fifth of the regular members or the auditors can indicate to the president the matters that are the cause for the general meeting or reason for convocation, and request the convocation of the general meeting.
3. For the convocation of the general meeting, the members shall be notified in writing at least 10 days prior to the meeting about the date, time, place, agenda and matters to be deliberated.

(Chairperson)
Article 15 The chairperson of the general meeting shall be elected from the regular members in attendance of the general meeting.

(Voting rights)
Article 16 The voting rights in the general meeting shall be one per regular member.

(Resolutions)
Article 17 A resolution of the general meeting will be considered passed when one-third of the total regular members with voting rights are in attendance, and ir receives a majority of votes from those regular members in attendance.

(Substitutional exercise of voting right)
Article 18 Members that cannot attend the general meeting can exercise their voting rights though a proxy by submitting to the president a letter of proxy or other document that proves the right of proxy.

(Creation of meeting minutes)
Article 19 Meeting minutes will be created to record the proceedings of the general meeting.

2. The chairperson will create a record of the meeting minutes and the chairperson as well as 2 or more signatories selected from members in attendance at the general meeting will sign off on those minutes.
3. Meeting minutes will be kept in the academic society headquarters.

Section 5 Officers

(Establishment of officers)
Article 20 This society shall have the following officers.

(1) Directors Between 10 and 15
(2) Auditors 2
2. 1 of the directors will be the president and 1 will be the vice president.

(Selection of officers)
Article 21 Directors as well as auditors will be selected from the regular members by the Trustee Committee according to the commission of president, and following approval of the president, will be appointed by resolution at the general meeting.

2. The Board of Directors will select as well as dismiss the president and vice president. After adding this to the agenda at the general meeting, the Board of Directors can refer to the outcome of that resolution.

(Role of officers)
Article 22 The directors are organized as the Board of Directors and carry out the affairs of this society.

2. The president is the representative of this society and carries out the duties of that office. The vice president assists the president and shall act for the president in the event that they are unable to perform their duties owing to unavoidable circumstances.
3. The auditors will audit the activities executed by the Board of Directors, assets as well as accounting details.

(Term of officers)
Article 23 The term of the officers shall be until the close of the general meeting held with respect to the last business term ending within 2 years after appointment, and they shall not be precluded from reappointment. However, they can continue on for 2 more terms in principle, and will be limited to a maximum of 3 terms.

2. The term of an officer who is appointed because of an increase in staff or to fill a vacancy shall be the remaining term of office of his or her predecessor or the remaining time as other incumbent officers.
3. When the number of officers falls short of the number determined in Article 21, even after retiring by completion of his or her term or resignation an officer shall retain authority and duties as an officer until a newly appointed person can assume the office.

(Dismissal of officers)
Article 24 The directors or auditors can be dismissed by resolution of the general meeting.

(Officer compensation, etc.)
Article 25 The directors and auditors shall serve without compensation.

(Appointment of an advisor)
Article 26 This society can appoint an advisor.

2. The president can appoint the advisor through authorization of the Board of Directors.
3. The advisor will respond to the president’s inquiries about various issues in the course of this society’s management.
4. The term of the advisor shall be until the incumbent officers’ terms are complete, and shall not be precluded from reappointment.

Section 6 Board of Directors

(Composition)
Article 27 This society shall have a Board of Directors.

2. The Board of Directors will be comprised of all directors.
3. The auditors can attend the Board of Directors and express their opinions.

(Authority)
Article 28 The Board of Directors will handle the following affairs.

(1) Determination of the execution of this society’s activities
(2) Overseeing execution of the directors’ duties
(3) Selection as well as dismissal of the president and vice president

(Convocation)
Article 29 Meetings of the Board of Directors are to be convened by the president.

2. If the president is not present or if there is some accident to the president, the vice president will convene the Board of Directors meeting.

(Chairperson)
Article 30 The chairperson of the Board of Directors shall be the president.

(Resolutions)
Article 31 A resolution of the Board of Directors is considered passed when more than two-thirds of the total directors are in attendance, and it receives a majority of votes.

(Meeting minutes)
Article 32 Meeting minutes will be created to record the proceedings of the Board of Directors.

Section 7 Trustees

Article 33 This society will have been 20 and 30 trustees.

2. The trustees will be appointed from among the regular members by vote of the regular members.
3. The trustees cannot simultaneously serve as directors or auditors.
4. The term of the trustees will be 4 years, and shall not be precluded from reappointment. However, this will be limited to 2 consecutive terms.
5. The Trustees will comprise the Trustee Committee, and discuss various issues regarding the management of this society.
6. The Trustee Committee will be convened by the president.
7. The Trustee Committee is convened when there is at least one-third of the total number of trustees in attendance.
8. The directors and auditors can attend the Trustee Committee and express their opinions.

Section 8 Committees

(Establishment as well as abolition of committees)
Article 34 The Board of Directors may, by its resolution, establish or abolish committees for the execution of the society’s affairs.

Section 9 Accounting

(Business fiscal year)
Article 35 The fiscal year of business for this society will begin annually on April 1 and end on March 31 in the following year.

(Business plan as well as income and expenditure budget)
Article 36 The president will create the business plan and income and expenditure budget before the beginning of each fiscal year, and must receive the approval of the Board of Directors. This will be the same even in the case of changes.

(Audits)
Article 37 After the end of every financial year, the president must prepare the following documents to be including in the next issues, and submit to the auditors by the seventh day before the day of the ordinary general meeting and receive an audit.

(1) Business report form
(2) Settlement of income and expenditures
(3) Inventory
(4) Balance sheet
2. When the auditors receive the documents mentioned in the previous paragraph, they must audit them, create an audit report form, and submit it to the general meeting.

Supplementary Provision　Implemented in this constitution as of July 7, 2006

2. Implemented as of July 10, 2013
3. Implemented as of July 18, 2014
4. Implemented as of July 11, 2017
5. Implemented as of July 13, 2019
6. Implemented as of July 8, 2023