Preparations for Incorporation 2nd Report 2006.11

The Japanese Society of Nursing Science (hereafter referred to as "the Society") will hold its 26th General Meeting on December 2, 2006, from 12:00 to 14:00. The proposal for reorganization as the "Japanese Society of Nursing Science" (hereinafter referred to as "the Corporation") will be proposed and discussed at the 26th General Meeting on December 2, 2006, from 12:00 to 14:00. If this proposal is approved at the General Meeting, the Society will be fully transitioned to a "corporation" on January 1, 2007. The Articles of Incorporation of the "corporation" have been drafted in accordance with the law as a limited liability intermediate corporation, while at the same time fully utilizing the spirit and organization of the JSCPA Constitution, and are being revised after frequent deliberations by the Board of Directors and an extraordinary meeting of the Board of Trustees (held on September 16).

The decision for the Society to become a "corporation" is a very important agenda item in the history of the Society as it relates to the very foundation of the Society. We hope that as many members as possible will attend the meeting (including proxies) so that the decision can be made by the consensus of the membership. We will post the contents of the Articles of Incorporation of the corporation and its significance and other materials on this website for members to review in advance of the meeting. We ask that you please take a look at them prior to the General Meeting before attending the meeting.

The first report has already been published on the process of incorporation up to the present, and the subsequent process is also described below.

Background to Incorporation

The Society's mission is "to contribute to the health and welfare of the people through the development of nursing science and the exchange of knowledge. The Society has continued its activities for the purpose of "contributing to the health and welfare of the people through the development of nursing science and the exchange of knowledge widely. In 1997, the Board of Directors began discussing the need to incorporate the Society in order for it to have a voice in society and the right to negotiate, etc., to achieve its objectives and to be able to engage in more fulfilling activities. Subsequently, an Incorporation Preparatory Committee was established, and the necessary funds were secured and environmental conditions were established, including the establishment of a permanent JSCE office. Please refer to the Journal of the Japanese Society of Nursing Science (Vol. 25, No. 1, p77-79, 2005) for the history of specific efforts up to 2004 toward incorporation.

At the 24th general meeting of the Society (December 2004), it was resolved that "the Japanese Society of Nursing Science aims to be incorporated as an incorporated association as soon as possible. Based on this resolution, negotiations with the Ministry of Education, Culture, Sports, Science and Technology (MEXT), which is the competent authority to grant permission for incorporation, were conducted, but due to the revision of the Public Interest Corporation Law, it was concluded that incorporation as an incorporated association would be difficult, and at the 25th General Assembly (November 2005), it was approved to "consider the possibility of registering as an intermediate corporation. Since then, the Board of Directors has been consulting with lawyers and other experts on this matter and has been deliberating on the possibility of becoming an intermediate corporation, and plans to propose at the 26th General Meeting (December 2, 2006) to obtain intermediate corporation status as an agenda item for deliberation.

Reason for registering as an intermediate corporation at this time

Under the existing Public Interest Incorporated Association Law, the competent authorities for granting permission differed from each other, and it was quite difficult to clear the conditions for permission. Therefore, the Intermediate Corporation Law was enacted in 2002, and a system was started that allows a corporation to obtain its juridical personality through quasi-registration (registration), and many academic societies have obtained juridical personality as a limited liability intermediate corporation. Under the Public Interest Corporation Law, which was revised and promulgated in May 2006, Limited Liability Intermediate Corporations under the Intermediate Corporation Law will automatically be converted to non-profit corporations (general incorporated associations, etc.).

The new Public Interest Incorporated Association Law will come into effect in 2008. It is said that there are currently more than 26,000 public interest corporations, and these public interest corporations will automatically become non-profit corporations, i.e., "general incorporated associations," etc., and will then be given priority to be judged as public interest (become "public interest incorporated associations"). Under these circumstances, it is expected to take a considerable amount of time for unincorporated organizations to obtain legal personality, so the JSCPA hopes to obtain "intermediate legal personality" as soon as possible, which is possible under today's law.

Plans for the General Assembly and subsequent incorporation

The Society aims to become a "non-profit corporation with public interest" ("Public Interest Incorporated Association") in the future, but at this time we are considering registration as an "intermediate corporation. Since incorporation entails a revision of the organization, it is necessary to reflect the opinions of a wide range of members, so an extraordinary meeting of the Board of Trustees was held on September 16, 2006 (15:00-18:00) to hear the opinions of the trustees as representatives of the membership and to discuss the proposed organization and Articles of Incorporation. Based on the numerous opinions expressed at the meeting, the proposed Articles of Incorporation have now been revised.

• The proposed revised "Articles of Incorporation" will be posted on the website beginning November 1. An explanatory statement will also be included in the distribution of the journal to notify members in advance.
• The 26th General Meeting (December 2, 2006) will be held to discuss and resolve the proposal to obtain the status of an intermediate corporation.
• If approved by the General Assembly, the Board of Trustees will hold a meeting to establish the "corporation". Application is made to the Legal Affairs Bureau for registration of the intermediate corporation.
• Became a "Limited Liability Intermediate Corporation" on January 1, 2007.
• With the implementation of the "Three Related Laws for the Reform of the Public Interest Corporation System" after 2008, "intermediate corporations" will cease to exist as a system, but intermediate corporations will be automatically changed to "general incorporated associations".
• After 2008, the company will complete the procedures to become a "Public Interest Incorporated Association".

Outline of the organization of the Society after incorporation, etc.

Incorporation requires changes to the organization, etc., in accordance with the law, and the preparation of "Articles of Incorporation" clearly stating such changes. Since the main purpose of this incorporation is to clarify the "personality" of the Society as an organization in society, our basic policy was to maintain the spirit and form of the existing Society as much as possible while making changes that meet the legal requirements.

After incorporation, the organization, etc. will be as follows

• As in the past, the Society is an organization composed of Society members ("Members").
• As in the past, the supreme decision-making body of the JSCE is the General Assembly of the Society, which is composed of the Society's members. Therefore, business plans, budgets, financial statements, and other important matters related to the management of the society are resolved at the Society's General Assembly.
• It is necessary to clarify "employees" and "General Meeting of Members" legally. Since there are requirements for holding a general meeting of members, such as the requirement that at least half of the total members must be present, we will use the trustees elected by the members as "employees" and the traditional meeting of the board of trustees as the "general meeting of members.
• The General Meeting of Members is required by law to vote on the election of Directors and Auditors, amendments to the Articles of Incorporation, and dissolution of the corporation. As in the past, the election of directors and auditors is conducted by the trustees ("employees"), and the results are reported at the general meeting of JSCE. Amendments to the Articles of Incorporation and dissolution of the corporation will be resolved at the "General Meeting of the Society" after approval at the General Meeting of Employees.
• The term of office for directors is two years, and the term of office for auditors is four years, as determined by law. Directors and auditors will continue to be elected from among the trustees as in the past. Therefore, the term of trustees will be changed from the current 3 years to 4 years, and the election of trustees by the members will be held every 4 years. The election of Directors will be held every two years, and the election of Auditors will follow after the election of Trustees.
• In order to clarify the financial basis of the corporation, it is required to own a "Fund" of at least 3 million yen. Therefore, the Society's remaining balance as of December 31, 2006 (based on the financial statements approved by the General Meeting) will be the "Fund" for the inauguration of the corporation.
• In order to become a public interest incorporated association in the future, it is necessary to actively engage in projects that are of public interest, i.e., projects that are aimed at an unspecified number of people.
• As explained at last year's General Meeting, the Society's income will be taxed as a result of incorporation. In addition, tax payments are required as stipulated by consumption tax and other laws and regulations.

November 1, 2006 President Hiroko Minami