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Bylaw

Est.: November 30, 2009

CHAPTER 1 GENERAL RULES

Name

Article 1

This network is named as “Japan Intellectual Support Network in Agricultural Sciences (JISNAS)” (the “Network”).

Objectives

Article 2

The Network is established to promote cooperation among 1) universities, which intend to participate activities in international cooperation in terms of education, research, social contribution etc., in agricultural sciences, and 2) the universities and international agricultural research institutions. The Network aims to prepare cooperation structures among members to contribute the promotion of international cooperation activities.

Activities

Article 3

The Network acts following activities in cooperation with Japanese/foreign universities, related Ministries/government agencies, and international cooperation organizations in order to achieve the objectives in the Article 2:

• (1) To support for enabling the operation of international cooperation
• (2) To integrate and network dispersed knowledge and technologies (human resources)
• (3) To maintain and promote motivation of researchers/faculty
• (4) To promote project entrustments through the network operations
• (5) To promote understandings of international cooperation activities by university faculty/staffs and the general public
• (6) Any other activities to achieve the objectives of the Network

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CHAPTER 2 MEMBERSHIP

Types of Membership

Article 4

The Network consists of Group Members and Individual Members.

• (1) Group members are organizations which agree with the objectives of the Network.
• (2) Individual members are individuals who agree with the objectives of the Network.

Admission to Membership

Article 5

Applicants must be admitted to membership by a steering committee.

Membership Fees

Article 6

Membership fees are set separately and paid by members. Members should pay travel and other expenses necessary to attend the Network meetings.

Disqualification of Membership

Article 7

The membership of a member will cease upon the occurrence of any one of the following events:

• (1) Submission of a notice of withdrawal
• (2) On death
• (3) Expulsion of membership

Withdrawal from Membership

Article 8

A member must submit a notice of withdrawal to the chair of the steering committee with reasons of withdraw from the membership.

Expulsion of Membership

Article 9

A member who disparages the Network and/or acts against the objectives of the Network will be expelled by the chair of the steering committee in accordance with the approval at a general assembly.

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CHAPTER 3 GOVERNING STRUCTURES

Organizations

Article 10

The Network has following governing structures:

• (1) a general assembly (the “General Assembly”)
• (2) a steering committee (the “Committee”)
• (3) a secretariat (the “Secretariat”)

General Assembly

Article 11

The General Assembly is the supreme decision-making body, consisting of all group and individual members, and is convened once a fiscal year. The chair of the steering committee (the “Chair”) will convene the General Assembly by giving written notice of the day, time, venue of the meeting, and the agenda to all members of the Network prior to the date of meeting. In addition, the Chair must convene an extra general assembly by giving written notice of reasons, within thirty (30) days from the raise of following circumstances:

• (1) When over one-third (1/3) of group members reasonably request in writing
• (2) When the Committee resolves and requests

Agenda at General Assembly

Article 12

Agendas of the General Assembly are:

• (1) Approval of management policies and activity plans of the Network
• (2) Approval of budgets and statements of accounts
• (3) Reports of activities
• (4) Appointment of the Committee members
• (5) Dismissal of the Committee members
• (6) Expulsion of membership
• (7) Amendment of bylaw
• (8) Dissolution of the Network
• (9) Such other matters as over one-third (1/3) of the Committee members reasonably request in writing.
• (10) Such other matters as are related to decision-making procedure of the Network.

Quorum for General Assembly

Article 13

The General Assembly is held by the attendance of a majority of group members.

2. A group member who is not able to present the General Assembly may prepare a letter of proxy and entrusts a chairperson with the proceedings.

3. A letter of proxy constitutes a quorum.

Resolutions at General Assembly

Article 14

A resolution at the General Assembly is made by presenting group members, and the agenda is resolved by a majority of the presenting group members except for the following circumstances:

2. The resolution of the Article 12 (7) and (8) must be carried by a direct secret ballot by group members. The resolution of the Article 12 (7) must require a majority affirmative vote of group members; the resolution of the Article 12 (8) must require over three-fourths (3/4) affirmative vote of all members.

3. The resolution of the Article 12 (7) and (8) may be questioned to a direct secret ballot by all group members afterwards with the approval of the General Assembly.

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Chairperson and Secretary at General Assembly

Article 15

A chairperson and a secretary are appointed each time from attendees of the General Assembly. The chairperson will not vote unless it is a tie vote.

Steering Committee

Article 16

The Committee is the only executive body in the Network which manages and executes decisions made by the General Assembly and holds responsibilities to the General Assembly.

Steering Committee Members

Article 17

The Committee consists of no more than ten (10) members by considering the amount of business and the locality of Japan.

2. The Committee may request other persons to attend the Committee meeting depending on the topic(s).

Resolutions at General Assembly

Article 18

The Committee meeting is convened by the Chair and the meeting achieves a quorum by presenting two-thirds (2/3) of the Committee members. However, the Chair must convene the Committee meeting when demanded by a majority of the Committee members.

2. The Committee member who is not able to present the Committee meeting may prepare a letter of proxy and entrusts the Chair with the proceedings.

3. A letter of proxy constitutes a quorum.

Resolution of Steering Committee Meetings

Article 19

A resolution at the Committee meeting is made by the Committee members, and the agenda is resolved by a majority of the Committee members.

Secretariat

Article 20

The Network locates the Secretariat at International Cooperation Center for Agricultural Education (ICCAE), Nagoya University, Furo-cho, Chikusa-ku, Nagoya, Aichi. An executive secretary is appointed by the Chair.

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CHAPTER 4 STEERING COMMITTEE MEMBERS

Chair and Vice Chair of Steering Committee

Article 21

The Committee must include the Chair. The Committee may include a vice chair (the “Vice Chair”) when necessary.

2. The Chair is elected from among the Committee members, represents the Network, and supervises tasks of the Network. The Vice Chair will support the Chair, and will conduct as an acting chair when the Chair is absent due to circumstances beyond control.

3. The Chair and the Vice Chair are elected at the Committee meeting, and the terms are two (2) years. However, reappointments will not be inhibited.

Selection of Steering Committee Members

Article 22

The Committee members are elected by resolutions at the General Assembly.

2. The Committee will nominate the next term’s Committee members at the General Assembly. In the process of preparing nomination proposals, the Committee will consult the Network members; both group and individual members.

Term of Steering Committee Members

Article 23

The term of the Committee members will be two (2) years and reappointments will not be inhibited.

2. The term of a supplementary member of the Committee is the term of the predecessor. A supplementary is appointed, in accordance with a recommendation by a predecessor, by the Committee without consent to the General Assembly.

CHAPTER 5 FINANCIAL MANAGEMENT

Financial Year

Article 24

A financial year of the Network begins on the 1st of April and ends on the 31st of March next year.

AUDIT

Article 25

In respect of accounting, a statement of accounting will be prepared each financial year, audited by an auditor who is appointed at the General Assembly.

(If there is a discrepancy between the Japanese bylaw and the English bylaw, the provision of the Japanese bylaw shall prevail.)