Clause 1(Name) The Society is named Knowledge Management Society of Japan (herein after called the Society). Clause 2 (Aims) The Society aims at engaging in extensive studies about knowledge management and at supporting developments of such studies. Clause 3 (Activities) In order to fulfill the aims mentioned above, the Society shall perform the following activities: (1) to convene the annual convention (2) to hold meetings of respective Study Groups (3) to issue annual reports and other publications (4) to promote views and opinions concerning knowledge management (5) to engage in exchanges with relevant societies in and out of Japan (6) to conduct any activities deemed necessary to fulfill the aims of the Society Clause 4 (Membership) (1) Those who aspire to study about knowledge management may apply for Individual Membership. (2) Those corporations who are ready to support the aims and activities of the Society may apply for Corporate Membership. Clause 5 (Admission) (1) Membership application needs to be accompanied by a written recommendation by one of the existing members of the Society. (2) Admission of a new member shall be approved by Board of Directors. (3) New membership becomes valid when he/she has paid in Admission Fee and Annual Membership Fee due for the current fiscal year. Clause 6 (Membership Fee) (1) Members shall pay Annual Membership Fee by the 31st March of each fiscal year. (2) The respective amounts of Admission Fee and Annual Membership Fee shall be determined by General Assembly. Clause 7 (Withdrawal) (1) A member wishing to withdraw his/her membership may notify his/her intention in writing by the end of the current fiscal year. (2) In accordance with regulations specified separately, Board of Directors is entitled to revoke membership on such grounds as non-payment of Annual Membership Fee long after the due date. Clause 8 (Expulsion) If a member engages in such activities that do not conform to the aims and integrity of the Society may be expelled by Board of Directors after deliberation by General Assembly. Clause 9 (Board Members) 1- The Society shall have the following Board Members: (1) Chairman of the Board Meeting one (2) Vice Chairman of the Board Meeting less than two (3) Board Members less than 35 members (4) President of the Society one (5) Vice President of the Society less than four (6) Chairman of the Board of Directors one (7) Vice Chairman of the Board of Directors one (8) Executive Director less than three (9) Directors of the Board less than 35 (10) Auditor less than two (11) Secretaries some 2- Chairman and Vice Chairman of the Board Meeting shall be elected among and by the Board Members. 3- President and Vice President of the Society, Chairman and Vice Chairman of the Board of Directors as well as Executive Director shall be elected among and by Directors of the Board. Clause 10 (Assignments of Board Members) (1) Directors of the Board and Auditor(s) shall be selected by Standing Board of Directors, then appointed officially by General Assembly. (2) Secretaries shall be assigned by Chairman of the Board of Directors after the approval of Standing Board of Directors. Clause 11(Term of Board Members) (1) Term of office of Board Members is three years and is renewable. (2) In case someone is filling a vacant position of a Board Member, his/her term of office lasts until the predecessor's original term expires. Clause 12 (Duties of Board Members) (1) President of the Society represents the Society and, in case of accidents, is deputized by Vice President of the Society. (2) Chairman of Board of Directors supervises overall works of the Society. (3) Vice Chairman of Board of Director assists Chairman and deputizes him in case of his accidents,. (4) Executive Director manages ongoing works of the Society. (5) Directors of Board are called to discuss matters related to administration of the Society. (6) Auditors are to audit works and accounts of the Society and shall report their opinions to General Assembly. (7) Secretaries assist Chairman of the Board in performing works of the Society. Clause 13 (Advisors) (1) The Society may appoint Advisors. (2) Advisors are recommended by Board of Directors, then approved by General Assembly and appointed by President of the Society. (3) Advisors may attend Board of Directors and express their opinions. Clause 14 (Kinds of meetings) The Society holds meetings such as General Assembly, Board Meeting, Board of Directors as well as Standing Board of Directors. Clause 15(Board Meeting) (1) Board Members are appointed by President of the Society following the decision at General Assembly. (2) Board Meeting is composed of Board Members, and discusses matters referred to by Chairman of the Board after decisions by Board of Directors. Clause 16 (General Assembly) (1) General Assembly has two types: Regular Session and Special Session. (2) Regular Session is convened once every fiscal year during the Annual Convention stipulated in Clause 3 (1). Special Session is called upon by President of the Society when Board of Directors finds it essential. (3) President of the Society has to convene Special Session if and when Board of Directors finds it necessary, or when two thirds of the total members of the Society submit their request for it. (4) At least two weeks before convening General Assembly, all members should be notified of it. (5) President of the Society shall assume chairmanship of General Assembly. (6) Decisions shall be made by simple majority of the attending members. If pros and cons are equal in number, then Chairman of Assembly will have the final decisive vote. (7) The minutes of General Assembly shall be prepared by Chairman of the Assembly and should be signed by the Chairman and two attending Directors of the Board. Clause 17 (Matters for decision at General Assembly) The following matters shall be decided by General Assembly: (1) To amend Rules of the Society. (2) To select Board Members (3) To determine respective amounts of Annual Membership Fee and Admission Fee (4) To determine Annual Action Plan as well as Annual Budget (5) To approve Annual Activities Report as well as Final Accounts Report (6) Other matters which Board of Directors has determined necessary Clause 18 (Composition of Board of Directors/Standing Board of Directors ) (1) Board of Directors consists of Directors of the Board and is convened by Chairman of the Board. (2) Standing Board of Directors consists of President of the Society, Chairman of the Board of Directors as well as Executive Director. It is convened by Chairman of the Board when deemed necessary. (3) Both Board of Directors and Standing Board of Directors shall be chaired by Chairman of the Board. Clause 19 (Matters for decision at the Board of Directors) 1- The following matters shall be decided by Board of Directors: (1) To establish, amend or abolish Rules and Regulations of the Society (2) To approve admission or withdrawal of members (3) Other matters deemed important for managing the Society 2- Decision at the Board of Directors shall be made by single majority of the attending Board of Directors. Clause 20 (Duties of Standing Board of Directors) When the Standing Board of Directors decides emergency matters related to managing the Society's works, the decisions are considered to have equal merit to those made by Board of Directors. Clause 21 (Branches) The Society shall have its head office in Tokyo and branch offices in Tokai Area and Kansai Area respectively. It may establish other branches when required. Clause 22 (Study Meetings and Committee) With a view to smoothly managing such activities as stipulated in Clause Three, the Society may organize necessary Study Meetings and Committees. Clause 23 (Accounting) 1- All the expenditures of the Society shall be covered with revenues from Admission Fees, Annual Membership Fees, Donations and other miscellaneous income. 2- Donations shall be accepted after approval of Standing Board of Directors. Clause 24 (Fiscal Period) Fiscal Period of the Society begins on January 1st and ends on December 31st. Clause 25 ( Dissolution of the Society) The Society may be dissolved when a motion is proposed by either Board of Directors or by more than twenty members of the Society, then agreed by two thirds of attendees in General Assembly where majority of the total members of the Society are in attendance. Supplementary Provision 1- This set of Rules shall take effect as of February 8th in the year 2000. 2- The office of the Society is located at: 3-1-10 Muromachi, Nihonbashi, Chuo-ku, Tokyo, Japan. (end of file, TT, 2002/05/29)