General Incorporated Association

Japan Society of Ophthalmic Plastic, Reconstructive and Aesthetic Surgery

Articles of Incorporation

Chapter 1 – General Provisions

(Name)
Article 1 – The name of the corporation shall be “General Incorporated Association Japan Society of Ophthalmic Plastic, Reconstructive and Aesthetic Surgery.”
In English, it shall be referred to as “Japan Society of Ophthalmic Plastic, Reconstructive and Aesthetic Surgery,” abbreviated as JSOPRAS.

(Purpose)
Article 2 – The purpose of the corporation is to promote the advancement and development of medicine and research in the field of ophthalmic aesthetic and reconstructive surgery, thereby contributing to the welfare of humanity and society.

(Activities)
Article 3 – To accomplish the purpose outlined above, the corporation shall engage in the following activities:

• Organizing research conferences

• Publishing journals, books, and other materials

• Conducting academic surveys and research projects

• Providing education and training for medical professionals in ophthalmic aesthetic and reconstructive surgery

• Cooperating and forming partnerships with related academic societies and organizations in Japan and abroad

• Promoting awareness and dissemination of information related to ophthalmic aesthetic and reconstructive surgery

• Engaging in any other activities necessary to achieve the corporation’s purposes

These activities shall be carried out both domestically and internationally.

(Principal Office)
Article 4 – The principal office of the corporation shall be located in Chuo-ku, Tokyo.

(Method of Public Notice)
Article 5 – Public notices of the corporation shall be made through publication in the Official Gazette.

(Corporate Bodies)
Article 6 – The corporation shall have the following bodies:

• The General Assembly

• The Board of Directors

• One or more Auditors

Chapter 2 – Members

(Eligibility for Membership)
Article 7 – The corporation shall consist of the following members:
 

• Regular Members, who have legal status under the Act

• Supporting Members

Regular Members shall be individuals or organizations (such as physicians, researchers, or medical professionals) approved by the Board of Directors.

Supporting Members shall be individuals or organizations who agree with the purposes of the corporation and provide financial or other assistance.

(Admission)
Article 8 – Applicants for Regular or Supporting Membership must submit the prescribed membership application form and obtain approval from the Board of Directors.

(Membership Dues)
Article 9 – Regular Members shall pay membership dues in an amount determined by the General Assembly. Such dues shall be treated as expenses under the Act.

(Member Registers)
Article 10 – The corporation shall maintain, at its principal office, registers of Regular Members and Supporting Members listing their names and addresses.
Notices or demands to members shall be sent to the addresses listed therein or as otherwise notified to the corporation.
(Withdrawal and Expulsion)

Article 11 – A Regular Member shall lose membership in the following cases:

1. Voluntary withdrawal (with at least one month’s prior notice unless unavoidable circumstances exist)

2. Non-payment of membership dues for two or more years

3. Death or dissolution of the member entity

4. Consent of all members under the Act

5. Expulsion by resolution of the General Assembly for just cause (e.g., conduct contrary to the corporation’s purposes, damage to its reputation, or actions harming its dignity)

Chapter 3 – General Assembly

(Constitution)
Article 12 – The General Assembly shall consist of all Regular Members.

(Authority)
Article 13 – The General Assembly shall resolve the following matters:

• Expulsion of Regular Members

• Election and dismissal of Directors and Auditors

• Determination of compensation or reimbursement for Directors and Auditors

• Approval of financial statements and budgets

• Determination of membership dues

• Amendments to the Articles of Incorporation

• Dissolution and disposal of residual assets

• Matters submitted by the Board of Directors

• Important matters concerning non-public-interest activities

• Other matters requiring resolution under laws or these Articles

(Convocation)
Article 14 – The Annual General Assembly shall be convened within three months after the end of each fiscal year.
Extraordinary meetings may be convened as necessary.
Except as otherwise provided by law, the General Assembly shall be convened by the President pursuant to a Board resolution.
Notice shall be given at least one week before the meeting date.
(Omission of Convocation Procedures)

Article 15 – The General Assembly may be held without formal convocation if all members consent.

(Chairperson)
Article 16 – The President shall act as chairperson. If the President is unable to act, another Director shall preside in the predetermined order approved by the Board.

(Resolutions)
Article 17 – Except as otherwise provided, resolutions require a majority of voting members present and approval by a majority of those present.
Special resolutions require the presence of at least half of all members and approval by at least two-thirds of all votes.

(Written Resolutions)
Article 18 – If all members express written consent to a proposal, it shall be deemed approved without a meeting.

(Proxy Voting)
Article 19 – Members may appoint another member as proxy by submitting a written proxy authorization for each meeting.

(Minutes)
Article 20 – Minutes shall be prepared, signed or sealed by the chairperson and attending Directors, and kept at the principal office for ten years.
Chapter 4 – Directors, Auditors, and Representative Director

(Number and Qualifications)
Articles 21–23 –
 

• The corporation shall have at least three Directors and one Auditor.

• Directors shall be elected from among the members; non-members may also be elected if necessary.

(Election of Officers)
Article 24 – Directors and Auditors shall be elected by a majority resolution of the General Assembly.

(President and Vice-President)

Article 25 –
 

• The corporation shall have one President and one Vice-President, elected from among the Directors.

• The President shall act as Representative Director, representing and supervising the corporation.

• The Vice-President shall assist the President and assume duties in the President’s absence.

• Directors shall share responsibility for executing corporate business.

• Auditors shall audit the execution of duties by Directors.
   

(Term of Office)
Article 26 –
 

• The term of office for Directors and Auditors shall expire at the conclusion of the Annual General Assembly held for the final fiscal year ending within two years after their election.

• Reappointment is permitted.

• Those filling a vacancy shall serve the remainder of their predecessor’s term.
   

(Compensation)
Article 27 – Directors and Auditors shall not receive any remuneration.
Chapter 5 – Board of Directors

(Authority)
Article 28 – The Board of Directors shall:
 

• Approve membership applications

• Decide on execution of corporate operations

• Oversee Directors’ duties

• Decide on convening the General Assembly

• Handle other matters requiring resolution

(Convocation and Procedures)

Articles 29–34 –
 

• The Board shall be convened by the President with at least one week’s notice (unless in emergencies).

• Meetings may be held without formal convocation if all Directors and Auditors consent.

• Resolutions require the attendance and approval of a majority of Directors.

• Minutes shall be signed or sealed by the attending President and Auditors and kept for ten years.

Chapter 6 – Accounting

(Fiscal Year)
Article 35 – The fiscal year shall begin on April 1 and end on March 31 of the following year.

(Financial Documents)
Article 36 – The President shall prepare financial statements and business reports, obtain Board approval, and submit them to the Annual General Assembly.

(Retention)
Article 37 – Financial documents shall be retained at the principal office for five years from two weeks prior to the Annual General Assembly.

(Non-Distribution of Surplus)
Article 38 – The corporation shall not distribute any surplus.
Chapter 7 – Dissolution and Liquidation

(Causes for Dissolution)
Article 39 – The corporation shall be dissolved by resolution of the General Assembly or as provided by law.

(Disposition of Residual Assets)
Article 40 – Residual assets shall be transferred, by resolution, to another public interest corporation with similar purposes or to the national or local government.
Chapter 8 – Secretariat

(Secretariat)
Article 41 – The corporation may establish a Secretariat to handle administrative affairs.
A Secretary-General and staff may be appointed with Board approval.
Details of its organization and operation shall be determined separately by the Board.
Chapter 9 – Supplementary Provisions

(Delegation)
Article 42 – Any matters necessary for operation not provided for in these Articles shall be determined by Board resolution.
Chapter 10 – Miscellaneous Provisions

(Founding Members)
Article 43 –
Address: 2-3-1-2106 Nihonbashi Muromachi, Chuo-ku, Tokyo
Name: Tomoyuki Kashima
Address: 7-8-3-302 Tsukiji, Chuo-ku, Tokyo
Name: Masayuki Kashima

(Initial Officers)
Article 44 –

Initial Directors:

• Tomoyuki Kashima

• Masayuki Kashima

• Juri Harada

Initial Auditor:

• Hiroaki Shimada

Initial Representative Director (President):

• Tomoyuki Kashima

(First Fiscal Year)
Article 45 – The first fiscal year shall be from the date of establishment to March 31 of the relevant year.

(Matters Not Provided For)
Article 46 – Any matters not provided for shall be governed by the Act and other relevant laws.
Execution and Certification

In witness whereof, to establish the General Incorporated Association Japan Society of Ophthalmic Plastic, Reconstructive and Aesthetic Surgery, the Judicial Scrivener Corporation Nakagawa Kiyoshi Office, acting as proxy for the founding members, has prepared this electronic document and affixed an electronic signature.

Dated: November 6, 2025

Founding Members:

• Tomoyuki Kashima

• Masayuki Kashima

Agent for Preparation:
Nakagawa Kiyoshi Judicial Scrivener Corporation
4-3-6 Higashi-Iwatsuki, Iwatsuki-ku, Saitama-shi, Saitama