Overview

Articles of Association

Chapter 1. General Provisions

(Name)

Article 1.

The organization shall be referred to as the “Asia Association of Medical and Care Facilities” (hereinafter referred to as the “Association”), and shall be abbreviated as “AAMCF”.

(Location of the Principal Office)

Article 2.

The Association shall have its principal office at 1-6-2, Marunouchi, Chiyoda-ku, Tokyo.

(Objectives)

Article 3.

The objectives of the Association are to work together with Asian nations approaching super-aged society status to construct an international framework in order to ascertain the current status of those nations concerning advanced long-term medical care, to collect and analyse information, to conduct research activities and publish the results, and to engage in other activities directed to these objectives, so that the residents of the relevant nations are able to enjoy advanced long-term medical care and an enhanced level of satisfaction in their everyday lives.

(Services)

Article 4.

The Association is engaged in the following services in order to accomplish the objectives noted above.

  1. Interacting with related organizations involved in long-term medical care in Asian nations
  2. Holding, managing, and providing support in the management of Asian Congresses of Medical and Care Facilities
  3. Building a framework to enable the ongoing exchange of information among Asian nations
  4. Establishing branches in member nations, and providing support in the management of these branches
  5. Providing support in the improvement and development of long-term medical care in member nations
  6. Other services necessary in order for the Association to fulfill its goals

Chapter 2. Directors

(Type and Quorum)

Article 5.
  1. The Association shall have no fewer than four (4) but no more than twenty (20) directors.
  2. One (1) director shall serve as chairperson, and at least one (1) director, but not more than three (3), shall serve as deputy chairpersons.

(Selection of Directors, Etc.)

Article 6.
  1. The chairperson shall be selected based on recommendations from the Japan Association of Medical and Care Facilities, the Korean Association of Medical Care and Facilities and the China Association of Medical Care and Facilities.
  2. The chairperson shall be selected by the Board of Directors, and the deputy chairperson(s) shall be nominated by the chairperson.
  3. If any country other than Japan, Korea and China newly joins the Association, two (2) persons nominated by the Association of that country shall be recommended to the Board of Directors as potential directors, and shall be appointed as directors based on the approval of the Board of Directors.

(Duties)

Article 7.
  1. The chairperson shall represent the Association and preside over its activities.
  2. The deputy chairperson or deputy chairpersons shall assist the chairperson, and in the event that something happens to the chairperson, or the chairperson is not present, the deputy chairpersons shall carry out the duties of the chairperson in his or her stead, in an order designated by the chairperson in advance.
  3. The directors shall comprise a Board of Directors, and shall carry out the services of the Association based on these Articles of Association and on decisions made by the Board of Directors.

(Term of Office, Etc.)

Article 8.
  1. Directors shall serve for a period of two (2) years. However, this restriction shall not preclude the reappointment of a director.
  2. A director appointed as a result of a vacancy or an increase in the number of directors shall serve a term equal to the remaining term of the predecessor or the remaining term of the present directors, whichever is appropriate.
  3. Following resignation or the expiration of a term, the director shall continue to perform the relevant duties until a successor assumes the post.

(Filling of Vacant Positions)

Article 9.

If the number of vacant positions exceeds one-third the total number of positions, these vacancies shall be filled without delay.

(Removal From a Position)

Article 10.
  1. If any of the following pertains to a director, that director may be removed from his or her position based on a resolution by the Board of Directors.
    (1) The director is deemed incapable of fulfilling his or her duties as the result of a mental or physical defect.
    (2) The director committed a violation of his or her duties, or carried out an act unbefitting his or her role as a director.
  2. A director being dismissed pursuant to the previous Paragraph shall be provided with an opportunity to defend himself or herself prior to a decision being made.
  3. The dismissal of a director pursuant to the stipulation of Paragraph 1 shall be made based on a decision made with a majority of at least three-fourths of the Board of Directors present.

(Remuneration, Etc.)

Article 11.
  1. Directors shall receive no remuneration. Remuneration may be paid, however, to full-time directors.
  2. Compensation may be paid to directors for expenses incurred in the course of performing their duties.
  3. Items necessary with respect to Paragraph 2 above may be decided separately by the chairperson through a decision of the Board of Directors.

Chapter 3. Meetings

(Types)

Article 12.

There shall be two (2) types of meetings of the Association: council meetings and extraordinary sessions of the Board of Directors.

(Configuration of the Board of Directors)

Article 13.

The Board of Directors shall be configured of directors of the Association.

(Authority of the Board of Directors)

Article 14.

The Board of Directors shall make decisions regarding the following items:

  1. Changes in operating regulations
  2. Mergers and dissolutions
  3. Appointment and dismissal of directors, and remuneration
  4. Other important matters pertaining to operation

(Holding of Meetings of the Board of Directors)

Article 15.
  1. Regular meetings of the Board of Directors shall be held at least once a month.
  2. Extraordinary sessions of the Board of Directors shall be held when deemed necessary by the Board of Directors.

(Convocation of Meetings of the Board of Directors)

Article 16.
  1. Meetings of the Board of Directors shall be convened by the chairperson.
  2. When a meeting of the Board of Directors is convened, directors shall be notified in writing of the date, time, venue, purpose and agenda items of the meeting at least five (5) days prior to the day on which the meeting is to be held.
  3. Notification shall be made either in writing or by means of electronic mail.

(Presiding Director at Meetings of the Board of Directors)

Article 17.

The chairperson shall preside over meetings of the Board of Directors.

(Quorum for Meetings of the Board of Directors)

Article 18.

Meetings of the Board of Directors may only be held if at least one-half (1/2) of the total numbers of directors are present.

(Decisions of the Board of Directors)

Article 19.
  1. Directors shall be notified of matters to be voted on at meetings of the Board of Directors as stipulated by Article 16, Paragraph 2 above.
  2. Proceedings of meetings of the Board of Directors, in addition to those set forth in these Articles of Association, shall be decided by a majority of the directors present, and in the event of a tie shall be decided by the presiding director.
  3. If deemed necessary by the Chairperson, agenda items may be decided based on the opinions of all directors, rather than by a decision by the Board of Directors. In the event that this approach is used, the agenda item in question shall be adopted if the number of directors in favor of the item exceeds half of the number of directors present.

(Right to Vote at Meetings of the Board of Directors, Etc.)

Article 20.
  1. Directors shall have equal voting rights.
  2. If, for an unavoidable reason, a director is unable to attend a meeting of the Board of Directors, the director may vote with respect to any items regarding which notification has been made in advance in writing, by email or by facsimile, or alternatively, may assign his or her voting right to another director who shall act as a proxy.

  3. A director who has voted as stipulated in the previous Paragraph shall be considered to have been present as regards Paragraph 2 above and Paragraph 1 of the following Article.
  4. Any director having a particular interest with regard to a matter being voted on at a meeting of the Board of Directors shall refrain from voting on that matter.

(Minutes of the Board of Directors)

Article 21.
  1. Minutes shall be created containing the following items, with respect to the proceedings of a meeting of the Board of Directors:
    (1) Date, time and venue
    (2) Number of directors present
    (If there are directors voting in writing, and by proxy, the number of such directors shall be noted.)
    (3) Matters of deliberation
    (4) Overview of the course of proceedings and results of voting
  2. As a rule, minutes shall be created in Japanese, Korean and Chinese, and shall be signed and stamped with the seals of the presiding director and at least two (2) directors who are authorized signatories and have been appointed at that meeting.

Chapter 4. Secretariat and Branches

(Establishment of a Secretariat)

Article 22.
  1. In order to perform the services of the Association, a Secretariat shall be established by the Association, as well as a branch in Japan, a branch in Korea and a branch in China.
  2. A Secretary General may be appointed at the Secretariat, as well as branch managers and any necessary personnel at the branches.

(Appointment and Dismissal of Staff)

Article 23.

The Secretary General and branch managers shall be appointed and dismissed by the chairperson of the Board of Directors, and staff shall be appointed and dismissed by the Secretary General or branch managers.

(Organization and Operation)

Article 24. 

Any necessary matters concerning the organization and operation of the Secretariat and branches shall be decided separately by the chairperson of the Board of Directors, through a decision by the Board of Directors.


Chapter 5. Miscellaneous Provisions

(Bylaws)

Article 25.

Any matters necessary to the execution of these Articles of Association shall be decided by the chairperson of the Board of Directors, through a decision by the Board of Directors.


Supplementary Provisions

1 These Articles of Association shall be implemented starting from July 1, 2011.

2 The directors in office at the time of the establishment of the Association are as follows:

(Title) (Name)
Chairperson Tetsuya Nakamura  
Deputy Chairperson Yozo Takehisa  
Deputy Chairperson Deog-hyun Kim  
Director Takao Ando  
Director Takaki Fuke  
Director An-sub Yeon  
Director Deog-hyun Son  

3 These Articles of Association shall be implemented starting from August 1, 2015.