Articles of Incorporation of the Japanese Society of Plant Physiologists

Chapter 1 General Provisions

(Name)
Article 1
This incorporated association shall be called Ippan Shadan Hojin, Nihon Shokubutsu Seiri Gakkai, and shall be called the Japanese Society of Plant Physiologists (“JSPP”) in English.

(Office)
Article 2

1. The principal office of the JSPP shall be located at 146 Shimotachiuri-dori Ogawa-higashi-iru Nishioji- cho, Kamigyo-ku, Kyoto-city.
2. The JSPP may establish a branch office at a necessary location upon approval of the Board of Directors. The same shall apply to the cases where a branch office is to be changed or closed.

Chapter 2 Objectives and Business

(Objectives)
Article 3
The objectives of the JSPP are to promote the progress of both basic and applied research in the field of plant physiology and to disseminate knowledge related to this field, thereby contributing to the academic and cultural development.

(Business)
Article 4
The JSPP shall carry out the following business to achieve its objectives stipulated in the preceding article:

1. (1) Publication of an academic journal entitled “Plant and Cell Physiology”
2. (2) Holding of annual meetings
3. (3) Holding of lectures, symposiums and international conferences
4. (4) Publication of academic circle newsletters
5. (5) Encouragement of research through, among other means, presentation of awards for research results
6. (6) PR and promotional activities
7. (7) Other business necessary for the achievement of the objectives of the JSPP

(Business Year)
Article 5
The business year of the JSPP shall commence on January 1 and end on December 31 of each year.

Chapter 3 Members and Delegates

(Adoption of Delegate System)
Article 6

1. The JSPP shall have the following members
   1. (1) Regular members: Individuals who agree with the objectives of the JSPP
   2. (2) Sustaining members: Groups that agree with the objectives of the JSPP and support its activities
   3. (3) Honorary members: Individuals who have made significant contributions to the development of the JSPP or the advancement of plant physiology
   4. (4) Lifetime members: Individuals who are 70 years old or older and satisfy the prescribed conditions
2. Regular members, honorary members and lifetime members shall be collectively referred to as individual members.
3. Individual members and sustaining members shall be divided into domestic members and international members as follows:
   1. (1) Domestic individual (regular, honorary and lifetime) members: Individuals residing in Japan
   2. (2) International individual (regular, honorary and lifetime) members: Individuals residing in a country other than Japan
   3. (3) Domestic sustaining members: Groups located in Japan
   4. (4) International sustaining members: Groups located in a country other than Japan
4. Honorary members shall be recommended by a resolution of the Board of Delegates.
5. Lifetime members shall be those approved by a resolution of the Board of Directors.
6. Delegates of the JSPP shall correspond to the members as defined in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter referred to as the “General Corporations Act”).
7. The number of Delegates shall not fall below 80 or exceed 120.
8. Delegates shall be selected through election by domestic individual members. Bylaws necessary for the election of Delegates shall be prescribed by the Board of Delegates.
9. Delegates shall be elected from among domestic individual members.
10. At the election of Delegates under Paragraph 8, a domestic individual member who is a candidate for the elective office shall have the same right as other domestic individual members to elect a Delegate.
11. The election of Delegates under Paragraph 8 shall be held every two years, and the term of office of a Delegate shall be two (2) years commencing from January of the year following the election; provided, however, that if a Delegate has instituted an action seeking revocation of a resolution of the General Assembly, an action seeking dissolution, a liability action or an action for dismissal of an Officer (Article 266, paragraph 1, Article 268, Article 278 and Article 284 of the General Corporations Act) (including the cases where a Delegate has made a demand to institute an action prescribed in Article 278, paragraph 1 of the General Corporations Act), said Delegate shall not lose his/her status as a member until such action is concluded. Such Delegate shall not have the voting right in relation to the appointment and dismissal of Officers (Article 63 and Article 70 of the General Corporations Act) and amendments to the Articles of Incorporation (Article 146 of the General Corporations Act).
12. Delegates shall be eligible for reappointment. Any Delegate who is unable to perform his/her duties shall lose qualifications as a Delegate.
13. A substitute Delegate may be appointed to provide for a vacancy in the office of a Delegate or in preparation of cases where a shortage of Delegates occurs. The term of office of a substitute Delegate shall expire upon expiration of the term of office of the Delegate who resigned prior to the expiration of his/her term.
14. In electing a substitute Delegate, the following matters shall also be acknowledged or determined:
    1. (1) The fact that the candidate is to serve as a substitute Delegate
    2. (2) If a candidate is selected as a substitute Delegate for one (1) or more specific Delegates, such fact and the name or names of the specific Delegate or Delegates
    3. (3) If two (2) or more substitute Delegates are selected for a single Delegate [or, if two (2) or more substitute Delegates are selected for two (2) or more Delegates, such two (2) or more Delegates], the priority of being selected among such substitute Delegates
15. The effective period of the resolution pertaining to the selection of substitute Delegates under Paragraph 13 shall expire at the closing of the annual meeting of the Board of Delegates pertaining to the last fiscal year ending within two (2) years after said resolution.
16. Domestic individual members may exercise the following rights of a member prescribed by the General Corporations Act toward the JSPP, as in the case of Delegates:
    1. (1) The right prescribed in Article 14, paragraph 2 of the General Corporations Act (inspection of Articles of Incorporation, etc.)
    2. (2) The right prescribed in Article 32, paragraph 2 of the General Corporations Act (inspection of Member Registry, etc.)
    3. (3) The right prescribed in Article 57, paragraph 4 of the General Corporations Act (inspection of minutes of the General Assembly, etc.)
    4. (4) The right prescribed in Article 50, paragraph 6 of the General Corporations Act (inspection of documents certifying the authority of representation of a member, etc.)
    5. (5) The right prescribed in Article 52, paragraph 5 of the General Corporations Act (inspection of records of exercise of voting rights by electromagnetic means, etc.)
    6. (6) The right prescribed in Article 129, paragraph 3 of the General Corporations Act (inspection of financial statements, etc.)
    7. (7) The right prescribed in Article 229, paragraph 2 of the General Corporations Act (inspection of a balance sheet of a corporation in liquidation, etc.)
    8. (8) The right prescribed in Article 246, paragraph 3, Article 250, paragraph 3 and Article 256, paragraph 3 of the General Corporations Act (inspection of merger agreements, etc.)

(Rights of Individual Members)
Article 7

1. Members shall have the following rights:
   1. (1) Members shall be entitled to submit opinions regarding the operation of the JSPP to the President or the Board of Delegates.
   2. (2) Members shall be entitled to receive Plant and Cell Physiology and other periodical publications. Periodical publications shall include those in an electronic form.
   3. (3) Individual members shall be entitled to attend and present research results at an annual meeting and participate in other JSPP activities.
   4. (4) Individual members shall be entitled to vote in the election of a candidate for the President from among domestic individual members.
   5. (5) Domestic individual members shall be entitled to vote in the election of Delegates and to be elected as a Delegate.
2. Lifetime members shall not have, of the rights of the members listed in the preceding paragraph, the right to receive Plant and Cell Physiology under (2); provided, however, that this limitation shall not apply to other periodical publications.

(Acquisition of Member Qualifications)
Article 8
An individual or a group wishing to become a member of the JSPP (excluding honorable members and lifetime members) shall submit an application for membership in a form prescribed by the Board of Directors.

(Bearing of Expenses)
Article 9

1. Each member has the obligation to pay membership dues that cover ordinary expenses arising from business activities of the JSPP in the amount determined in accordance with the Bylaws of the JSPP prescribed by the Board of Delegates at the time he/she becomes a member and annually; provided, however, that honorary members and lifetime members are exempted from paying membership dues.
2. Membership dues already paid are not refundable for whatever reason.

(Voluntary Withdrawal)
Article 10
Any member may withdraw from the JSPP at any time upon submission of the withdrawal notice prescribed by the Board of Directors.

(Expulsion)
Article 11
Any member who falls under any of the following events may be expelled from the JSPP by a resolution of the Board of Delegates:

1. (1) the member breaches these Articles of Incorporation or any other rules.
2. (2) the member harms the reputation of the JSPP or engages in any act that is contrary to the objectives of the JSPP.
3. (3)there is any other justifiable reason to expel the member.

(Loss of Membership)
Article 12

1. In addition to the cases set out in the preceding two articles, a member shall lose his/her/its membership if any of the following events becomes applicable:
   1. (1) the member who is an individual member dies or is declared by a court to be missing and legally dead
   2. (2) the member who is a sustaining member has dissolved its organization.
2. When a Delegate who is a domestic individual member loses his/her membership as a domestic individual member, he/she shall lose qualifications as a Delegate.

Chapter 4 Board of Delegates

(Composition)
Article 13

1. The Board of Delegates shall be composed of all Delegates.
2. The Board of Delegates under the preceding paragraph shall constitute the General Assembly under the General Corporations Act.

(Authority)
Article 14
The Board of Delegates shall determine the following matters by resolution:

1. (1) Expulsion of members
2. (2) Selection and dismissal of Directors and Auditors
3. (3) Amount of remuneration, etc., of Directors and Auditors
4. (4) Approval of balance sheets, profit and loss statements (statements of changes in net assets) and annexed detailed statements thereof
5. (5) Amendments to the Articles of Incorporation and Bylaws
6. (6) Dissolution and disposal of residual assets
7. (7) Other matters prescribed by relevant laws and regulation as those to be resolved by the Board of Delegates

(Time of Convocation)
Article 15
An annual meeting of the Board of Delegates shall be convened within three (3) months after the closing of each business year, and an extraordinary meeting of the Board of Delegates may be convened as needed.

(Convener)
Article 16

1. Unless otherwise prescribed by relevant laws and regulations, a meeting of the Board of Delegates shall be convened by the President based on a resolution of the Board of Directors.
2. Delegates who, in aggregate, have one-fifth or more of the total voting rights of all Delegates may ask the President to convene a meeting of the Board of Delegates, indicating what items will be discussed at the meeting and the reasons for convocation.

(Attendance of Committee Members)
Article 17
Officers, Steering Committee members prescribed by the Bylaws of the JSPP and committee members the President deems necessary shall attend a meeting of the Board of Delegates.

(Chairperson)
Article 18
The Chairperson of a meeting of the Board of Delegates shall be selected, from among the Delegates, at the meeting of the Board of Delegates.

(Voting Rights)
Article 19
Each Delegate shall have one (1) voting right that can be exercised at a meeting of the Board of Delegates.

(Resolution)
Article 20

1. A resolution of the Board of Delegates shall be adopted at a meeting where Delegates who hold a majority of the votes of all Delegates are present, by a majority of the votes of the Delegates who are present at the meeting.
2. Notwithstanding the preceding paragraph, a resolution for the following matters shall be adopted at a meeting where Delegates who hold fifty percent or more of the votes of all Delegates are present, by two-thirds of the votes of all Delegates:
   1. (1) Expulsion of members
   2. (2) Dismissal of Auditors
   3. (3) Amendments to the Articles of Incorporation and Bylaws
   4. (4) Dissolution
   5. (5) Other matters prescribed by relevant laws and regulations
3. When adopting a resolution for the selection of Directors or Auditors, a resolution shall be adopted in a manner stipulated in Paragraph 1 for each candidate. If the number of candidates for Directors or Auditors exceeds the maximum number stipulated in Article 23, Paragraph 1, candidates in descending order of votes obtained from among candidates who won a majority of the votes cast shall be selected, until the maximum number is reached.

(Exercise of Voting Rights by Proxy or Document)
Article 21
A Delegate who is unable to attend a meeting of the Board of Delegates may exercise his/her voting right for a matter notified in advance by a document or any electromagnetic means, or may appoint a proxy who shall be another Delegate and authorize the proxy to exercise the voting right on his/her behalf. In this case, such Delegate or proxy shall submit a document certifying the power of representation to the JSPP.

(Minutes)
Article 22

1. Minutes of a meeting of the Board of Delegates recording the business of the meeting shall be prepared in accordance with the relevant laws and regulations.
2. The Chairperson and two (2) attendants of the meeting appointed by the Chairperson as signatories of the minutes shall affix their signatures or names, and seals, to the minutes prescribed in the preceding paragraph.

Chapter 5 Officers

(Organization with Officers)
Article 23

1. The JSPP shall have the following Officers:
   1. (1) Directors: 11 or more but no more than 20 Directors shall consist of the following persons:
      President 1
      Executive Director 6 or more Deputy President 1
      Secretary General 1
      Editor-in-Chief 1
      Chairperson of Public Relations Committee 1
   2. (2) Auditors: 1 or more
2. A Director who is the President shall serve as the Representative Director under the General Corporations Act.

(Selection of Officers)
Article 24

1. Directors and Auditors shall be selected from among domestic individual members at a meeting of the Board of Delegates where a majority of the Delegates who hold a majority of the votes of all members are present, by a resolution adopted by a majority of votes of Delegates who are present at the meeting. When adopting a resolution for the selection of Officers, opinions of individual members in the case of a candidate for the President, opinions of Delegates in the case of candidates for Executive Directors, and opinions of the President in the case of candidates for the Secretary General, Editor-in-Chief and Chairperson of Public Relations Committee may be taken into consideration as reference.
2. The President shall be selected from among Directors by a resolution of the Board of Directors. When selecting the President, the Board of Directors may take the results of the election of a candidate for the President by individual members into consideration as reference.
3. Directors of the JSPP shall not include any Director who has relatives and those in a significant relationship whose aggregate number (including him- or herself) exceeds more than one third of the total current number of Directors.
4. Auditors of the JSPP shall not include any Director (including his/her relative or a person having a special relationship with a Director) or an employee of the JSPP.

(Duties and Authorities of Directors)
Article 25

1. Directors shall constitute the Board of Directors and perform their duties in accordance with the relevant laws and regulations and these Articles of Incorporation.
2. The President shall represent the JSPP and execute its business in accordance with the relevant laws and regulations and these Articles of Incorporation.

(Duties and Authorities of Auditors)
Article 26

1. Auditors shall supervise the performance of duties of Directors and prepare Audit Reports in accordance with the relevant laws and regulations.
2. Auditors may at any time request any Director, employee or the Secretariat to submit a business report and investigate the status of business and assets of the JSPP.

(Term of Office of Officers)
Article 27

1. The term of office of Directors shall expire at the closing of the annual meeting of the Board of Delegates concerning the last business year ending within two (2) years after their selection; provided, however, that the term of office of the Director who is the Deputy President shall expire at the closing of the annual meeting of the Board of Delegates concerning the last business year ending within one (1) year after his/her selection.
2. The term of office of Auditors shall expire at the closing of the annual meeting of the Board of Delegates concerning the last business year ending within two (2) years after their selection.
3. The term of office of a Director or an Auditor who was selected as a substitute Director or Auditor shall expire at the expiry of the term of his/her predecessor.
4. When a Director or an Auditor leaves his/her office upon expiration of the term or resignation and as a result the number of Directors or Auditors falls short of the required number stipulated in Article 21, such Director or Auditor shall continue to have the rights and obligations to serve as a Director or an Auditor until such time a newly selected Director or Auditor assumes the position.

(Dismissal of Officers)
Article 28
A Director and an Auditor may be dismissed by a resolution of the Board of Delegates.

(Remuneration, etc.)
Article 29
Directors and Auditors shall not receive any remuneration; provided, however, that expenses arising from the performance of duties may be paid as remuneration, etc., in the amount calculated in accordance with the standards for the payment of remuneration, etc., prescribed by the Board of Delegates, the aggregate of which shall not exceed the total amount prescribed by the Board of Delegates.

Chapter 6 Board of Directors

(Composition)
Article 30

1. The JSPP shall have the Board of Directors.
2. The Board of Directors shall be composed of all Directors.
3. Various committees may be established under the Board of Directors. Each committee shall perform the duties prescribed by the Board of Directors under the instructions of the Directors.

(Authority)
Article 31
The Board of Directors shall perform the following duties:

1. (1) Determination of the execution of business of the JSPP
2. (2) Supervision of performance of duties of Directors
3. (3) Selection and dismissal of the President
4. (4) Approval of the establishment, change and abolition of a branch office
5. (5) Approval of lifetime members
6. (6) Development of a membership application form
7. (7) Development of a withdrawal notice form
8. (8) Adoption of a resolution on the convocation of a meeting of the Board of Delegates
9. (9) Determination of important matters concerning the duties, composition and operation, etc., of committees
10. (10) Determination of rules necessary for the organization and internal management of the Secretariat
11. (11) Approval of the appointment of employees
12. (12) Approval of the outsourcing of affairs of the Secretariat.

(Convocation)
Article 32

1. A meeting of the Board of Directors shall be convened by the President.
2. If the position of the President is vacant or the President is unable to act, each Director may convene a meeting of the Board of Directors.
3. The President shall report to the Board of Directors the business executed by him/her at least semi- annually during each business year at intervals of four (4) months or longer.
4. When a Director or an Auditor notifies all Directors and Auditors by a document or an electromagnetic record of a matter to be reported to the Board of Directors, a meeting of the Board of Directors shall not be required to be convened to report such matter; provided, however, that this shall not apply to the report under the preceding paragraph.

(Attendance of Committee Members)
Article 33
Directors, Auditors and members of the Steering Committee and other committees who are deemed by the President necessary to attend a meeting shall attend a meeting of the Board of Directors.

(Resolution)
Article 34

1. A resolution of the Board of Directors shall be adopted at a meeting where a majority of all Directors, excluding those who have special interest in the matter to be resolved, are present, by a majority of the votes of the persons present at the meeting.
2. Notwithstanding the provision of the preceding paragraph, when a Director presents a proposal on a matter to be resolved by a resolution of the Board of Directors, if all Directors (limited to those who are permitted to participate in the resolution on such matter) expressed their intention to approve the proposal by a document or an electromagnetic record (excluding the cases where Auditors expressed their opposition to such proposal), a resolution of the Board of Directors approving such proposal shall be deemed to have passed.

(Minutes)
Article 35

1. Minutes of a meeting of the Board of Directors recording the business of the meeting shall be prepared in accordance with the relevant laws and regulations.
2. The President and Auditors present at a meeting shall affix their signatures or names, and seals, on the minutes under the preceding paragraph.

Chapter 7 Assets and Accounting

(Business Plan and Income and Expenditure Budget)
Article 36

1. A business plan, statement of incomeand expenditure budget and a document stating the projected funding and capital investment of the JSPP shall be prepared by the President and approved by the Board of Directors on or before the day prior to the commencement of each business year.
2. If any measures need to be taken to change the contents of the documents under Paragraph 1, relevant documents shall be prepared by the President and approved by the Board of Directors.
3. The President shall report the approved matters under Paragraphs 1 and 2 at the first meeting of the Board of Delegates after the approval. The same shall apply to the cases where such documents are to be amended.
4. Documents under Paragraphs 1 and 2 shall be stored at the principal office until the closing of the relevant business year and submitted for public inspection.

(Business Reports and Account Settlement)
Article 37

1. For business reports and account settlement of the JSPP, after the closing of each business year, the President shall prepare the following documents and have them audited by the Auditors and approved by the Board of Directors:
   1. (1) Business reports
   2. (2) Annexed detailed statements of business reports
   3. (3) Balance sheet
   4. (4) Profit and loss statement (statement of changes in net assets)
   5. (5) Annexed detailed statements of balance sheet and profit and loss statements (statement of changes in net assets)
2. Of the approved documents under the preceding paragraph, those under Items (1), (3) and (4) shall be submitted to the annual meeting of the Board of Delegates, at which contents of the documents under Item (1) shall be explained and other documents shall be approved.
3. In addition to the documents under Paragraph 1, the following documents shall be stored at the principal office for five (5) years, and the Articles of Incorporation, Bylaws and the List of Delegates shall be also stored at the principal office: Audit Reports

(Prohibition of Distribution of Surplus)
Article 38
The JSPP is not permitted to distribute surplus.

(Prohibition of Offering of Special Benefits)
Article 39

1. The JSPP is not permitted to offer any monetary loan, assignment of assets, payment of wages or any other special benefit in relation to the selection of officers, etc., investment of assets or operation of business to any Delegate, Officer or employee, or a relative, etc., thereof.
2. The JSPP is not permitted to provide any donation or any other special benefit to any person who operates a company limited by shares or any other profit organization or any person who engages in activities in the interest of a specific individual or group, excluding those cases where donations or other special benefits are offered to a public interest incorporated association or a public interest incorporated foundation for its business carried out for public purposes.

Chapter 8 Amendments to Articles of Incorporation and Dissolution

(Amendments to Articles of Incorporation)
Article 40
These Articles of Incorporation may be amended by a resolution adopted at a Board of Delegates’ meeting where Delegates who hold fifty percent or more of the votes of all Delegates are present, by two-thirds of the votes of all Delegates.

(Dissolution)
Article 41
The JSPP may be dissolved by a special resolution of the Board of Delegates or due to any other grounds prescribed by the relevant laws and regulations.

(Ownership of Residual Assets)
Article 42
If the JSPP is liquidated, all residual assets shall be given as a gift, through a resolution of the Board of Delegates, to a juridical person, the State or a local government listed in Article 5, item 17 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation.

Chapter 9 Method of Public Notice

(Method of Public Notice)
Article 43
Public notice of the JSPP shall be given electronically;
provided, however, that if public notice cannot be given electronically due to an accident or any other unavoidable reason, it shall be given through notice posted on the official gazette (Kanpo).

Chapter 10 Committees

(Committees)
Article 44

1. The Board of Directors may establish a committee by a resolution.
2. Necessary matters concerning duties, composition and operation of a committee, etc., shall be prescribed by a resolution of the Board of Directors.

Chapter 11 Secretariat

(Secretariat and Employees)
Article 45

1. The JSPP shall have the Secretariat with employees to carry out the administrative work of the JSPP.
2. Rules and other matters necessary for the organization and internal management of the Secretariat shall be prescribed by the Board of Directors.
3. Employees shall be approved by the Board of Directors and appointed by the President. A resolution of the Board of Directors shall be required to appoint employees who perform important duties.
4. Employees shall be paid.
5. The affairs of the Secretariat may be outsourced by the President with the approval of the Board of Directors.

Chapter 12 Auxiliary Provisions

(Bylaws)
Article 46
Bylaws of the JSPP shall be prescribed by a resolution of the Board of Delegates.

Chapter 13 Supplementary Provisions

(Initial Business Year)
Article 47
The initial business year of the JSPP shall commence on the day of its incorporation and end on December 31, 2014.

(Names and Addresses of Delegates at the Time of Incorporation)
Article 48
The names and addresses of Delegates at the time of incorporation of the JSPP shall be as follows:
(Address) ******Not listed, as this is personal information ********
(Name) Yasunori Machida
(Address) *******Not listed, as this is personal information **********
(Name) Takayuki Kohchi

(Directors and Auditors at the Time of Incorporation)
Article 49
Directors and Auditors at the time of incorporation of the JSPP shall be as follows:
Directors at the time of incorporation:
Ikuko HARA-NISHIMURA
Takayuki KOHCHI
Wataru Sakamoto
Kazuo SHINOZAKI
Kintake SONOIKE
Akira NAGATANI
Kazuhiko NISHITANI
Masayoshi MAESHIMA
Yasunori MACHIDA
Sachihiro MATSUNAGA
Tomoyuki YAMAYA
Auditor at the time of incorporation:
Kiyotaka OKADA

(Representative Director at the Time of Incorporation)
Article 50
The President at the time of incorporation of the JSPP shall be as follows:
President: Ikuko HARA-NISHIMURA

(Compliance with Laws and Regulations)
Article 51
Any matter not prescribed in these Articles of Incorporation shall be governed by the General Corporations Act and other relevant laws and regulations prevailing in Japan.