Articles of Incorporation of the Japanese Society for Artificial Intelligence


Prospectus of the Japanese Society for Artificial Intelligence

June 29, 1990

A dream of humanity to have machines that substitute for the function of brains was realized by electronic computers in terms of making complicated calculations at high speed using large amounts of numerical data. In this sense, current information processing technologies are far beyond human capability. On the other hand, in terms of thought, which is the essential aspect, they are absolutely incompetent. Artificial intelligence aims to make a high level of inference accurately for a large amount of knowledge data.

 

To that end, human thought must be modeled. Computer hardware and software for new mechanisms appropriate to the model must be realized: it aims to be a mechanism that does not calculate complex programs written by humans sequentially like today’s computers, but that can do the modeling and solution search all at once, with humans only posing questions in natural language. For this reason, it is essential to have deep exchanges with widely various disciplines, not only computer science, mathematics, and electronics, but also philosophy, logic, linguistics, cognitive science, physiology, and biology. Artificial intelligence assumes the basis of intellectual activities common among various studies, such as discovery, creation, planning, design, development, evaluation, recognition, understanding, analysis, and determination. AI has recently been regarded as a unique discipline.

 

As an application of artificial intelligence, knowledge engineering particularly addressing the utilization of knowledge has been proposed. As one of its adaptations, an expert system that is intended to use experts’ experiential and technical knowledge by importing it into electronic computers is spreading widely in industrial and financial circles in terms of planning, design, diagnose, monitoring, and control. Examples include the determination of computer system configurations, new material design, fault diagnosis and control in production plants, management of financial assets, business administration diagnosis, and medical diagnosis. Furthermore, the targets are increasingly spreading to recognition and understanding of natural language, images, and figures and also to the field of learning. For example, machine translation, fingerprint and seal verification, and setting of optimal equipment operating conditions can be listed.

 

When artificial intelligence has fully developed, a completely new society in which all sorts of machines have intelligence will be brought about. Because the range of artificial intelligence researchers who belong to academic societies and industrial circles is already wide and because the population is increasing, the need to organize a society is strongly recognized. In addition, considering that the discipline is fundamentally interdisciplinary associated with information processing engineering, communication engineering, system control engineering, and precision engineering, as an entity that plays a central role to promote joint research activities of various academic societies and organizations sharing the same fields of research, the request for constitution of a new organization related to artificial intelligence has been made strongly.

 

Four years have passed already since the Japanese Society for Artificial Intelligence was established in July, 1986. At the start, because artificial intelligence was a new interdisciplinary science, there were many challenges in administering the society. However, through periodical publication of the Journal of JSAI, conferences for research presentations, holding of various special interest groups as well as seminars by domestic and overseas scholars, and activities of international exchanges related to artificial intelligence, JSAI is highly regarded to a considerable degree both nationally and internationally. The organization of JSAI itself is becoming larger. Its membership has reached 4,000. Since the activities of JSAI have intensified, relations with other organizations have become close and international cooperation has increased. JSAI is active as a key member of International Joint Conference on Artificial Intelligence, which more than 30 countries have joined. In addition, JSAI is becoming well known internationally as a supporting organization for numerous international conferences.

 

In November this year, an international conference hosted by JSAI will be held in Japan. At a time like this, to ensure rapid progress, the ways JSAI should be has been considered. First, JSAI will be reorganized as an organization with legal personality, an incorporated association, making further contributions through research and development of theory and application related to artificial intelligence.

 


Articles of Incorporation of the Japanese Society for Artificial Intelligence

Enacted on June 14, 2012
Revised on June 27, 2018

Chapter 1 General Provisions

(Name)
Article 1 This incorporated association shall be called Ippan Shadan Hojin, Jinko Chino Gakkai, and shall be called the Japanese Society for Artificial Intelligence (JSAI) in English.

(Office)
Article 2 The principal offce of JSAI shall be located in Shinjuku ward, Tokyo.

Chapter 2 Purposes and Business

(Purposes)
Article 3 JSAI aims to advance research and disseminate knowledge related to artificial intelligence, and thereby to contribute to the development of science and technology as well as the development of industry and society.

(Business)
Article 4 (1) JSAI shall conduct the following business to achieve the purposes prescribed in the preceding article.

  1. (i) Holding of scientific meetings, scientific lecture meetings, and workshops
  2. (ii) Publishing of the Journal of JSAI, the Transactions of JSAI, and other publications
  3. (iii) Encouragement of research and commendation for achievements in research
  4. (iv) Research and investigation
  5. (v) Communication and cooperation with related scientific organizations in Japan and abroad
  6. (vi) Other business necessary to achieve the purposes of JSAI

(2) The business described in the preceding paragraph shall be conducted in Japan and abroad.

Chapter 3 Members and Partners

(Constituent Members of JSAI)
Article 5 (1) JSAI shall be constituted by the following members.

  1. (i) Members: Individuals who have joined JSAI, approving the purposes
  2. (ii) Student Members: Individuals who are students and who have joined JSAI, approving the purposes
  3. (iii) Supporting Members: Individuals or organizations who support the business of JSAI
  4. (iv) Special Subscribing Members: Organizations, such as libraries, who approve the purposes of JSAI and subscribe journals published by JSAI to be read widely
  5. (v) Honorary Members: Those who have made significant contributions to JSAI and who are recommended by resolution of the general assembly

(2) Partners of JSAI shall correspond to the members as defined in the Act on General Incorporated Associations and General Incorporated Foundations (hereinafter designated as the “Incorporations Act”) by delegates who are elected at the rate of one person out of roughly every 25 Members. However, the number of the delegations is limited to 120 at most.
(3) Delegates shall be selected through election by Members. Detailed regulations necessary for the election of delegates shall be prescribed by the Board of Directors.
(4) Delegates must be selected among Members. Any Member may stand as a candidate in an election of delegates described in the preceding paragraph.
(5) At the election of delegates under paragraph (3), the Member shall have the same right as other Members to elect a delegate. Neither Directors nor the Board of Directors may elect a delegate.
(6) The election of delegates under paragraph (3) shall be held in March every two years. The term of office of a delegate shall be until the end of the election of delegates to be held in two years after the appointment. However, 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 a Board Member (including the case in which a delegate has made a demand to institute a liability action), the delegate shall not lose the status as a partner until the action is concluded. However, the delegate shall not have voting rights in relation to the appointment and dismissal of Board Members or amendments to the Articles of Incorporation.
(7) A substitute delegate may be elected when there is a vacancy in a delegate position or in preparation of the case in which a shortage of delegates occurs. The term of the substitute delegate shall expire upon expiration of the term of office of the delegate who resigned before the expiration of the term.
(8) In electing a substitute delegate, the following items must be determined.

  1. (i) The fact that the candidate is to serve as a substitute delegate
  2. (ii) If a candidate is selected as a substitute delegate for one or more specific delegates, then the fact and the name or names of the specific delegate or delegates
  3. (iii) If two or more substitute delegates are selected for a single delegate (or, if two or more substitute delegates are selected for two or more delegates, the two or more delegates), then the priority of being selected among the substitute delegates

(9) The effective period of the resolution related to the selection of substitute delegates under paragraph (7) shall expire at the closing of the general assembly related to the last business year ending within two years after the resolution.
(10) A Member may exercise the following rights of a member prescribed by the Incorporations Act toward JSAI, as in the case of a partner.

  1. (i) The right prescribed in paragraph (2) of Article 14 of the Incorporations Act (Inspection of the Articles of Incorporation, etc.)
  2. (ii) The right prescribed in paragraph (2) of Article 32 of the Incorporations Act (Inspection of the member registry, etc.)
  3. (iii) The right prescribed in paragraph (4) of Article 57 of the Incorporations Act (Inspection of minutes of the general assembly, etc.)
  4. (iv) The right prescribed in paragraph (6) of Article 50 of the Incorporations Act (Inspection of documents certifying the authority of representation of a member, etc.)
  5. (v) The right prescribed in paragraph (4) of Article 51 and paragraph (5) of Article 52 of the Incorporations Act (Inspection of voting cards, etc.)
  6. (vi) The right prescribed in paragraph (2) of Article 129 of the Incorporations Act (Inspection of financial statements, etc.)
  7. (vii) The right prescribed in paragraph (2) of Article 229 of the Incorporations Act (Inspection of a balance sheet of a juridical person in liquidation, etc.)
  8. (viii) The right prescribed in paragraph (3) of Article 246, paragraph (3) of Article 250, and paragraph (3) of Article 256 of the Incorporations Act (Inspection of merger agreements, etc.)

(11) When a Director or an Auditor has neglected duties, the Director or the Auditor shall be liable to JSAI for the damages arising from the action. Despite the provisions of Article 112 of the Incorporations Act, an exemption from the liability may not be given without the consent of all Members.

(Acquisition of Member Qualifications)
Article 6 (1) Those who wish to become a member of JSAI must apply for membership as prescribed by the Board of Directors and must have obtained approval.
(2) A person who has been recommended to Honorary Member at the general assembly shall become a member upon the agreement of the person with no procedure to join membership described in the preceding paragraph.

(Bearing of Expenses)
Article 7 (1) Each member must pay the admission fee and the membership fee provided for separately by the general assembly at the time of admission and annually to cover ordinary expenses arising from business activities of JSAI.
(2) Supporting Members and Special Subscribing Member are exempted from paying admission fees.
(3) Honorary Members are exempted from paying admission fees and membership fees.

(Voluntary Withdrawal)
Article 8 Any member may withdraw from JSAI at any time upon submission of the notice of withdrawal provided for separately by the Board of Directors.

(Expulsion)
Article 9 A member to whom any of the following items applies may be expelled from JSAI at the general assembly.

  1. (i) The member has violated these Articles of Incorporation or any other rules.
  2. (ii) The member has harmed the reputation of JSAI or has engaged in any act that is contrary to the purposes of JSAI.
  3. (iii) There is any other justifiable reason to expel the member.

(Loss of Membership)
Article 10 In addition to the cases described in the preceding two articles, a member shall lose membership if any of the following items becomes applicable.

  1. (i) When the member has failed to pay the membership fee for more than two years.
  2. (ii) When all partners give their consent.
  3. (iii) When the member dies or is declared by a court to be missing and legally dead, or has dissolved its organization.
  4. (iv) When the member becomes an adult ward or a person under curatorship.

(Rights and Obligations with Loss of Membership)
Article 11 (1) When a member has lost membership under the provisions of the preceding article, the member shall loose the rights for JSAI as a member and shall be absolved from obligations. However, the member may not be absolved from the unfullfilled obligations.
(2) Even when a member has lost membership, JSAI will not refund the admission fee, membership fees, or other contributions that have been already paid.

Chapter 4 General Assembly

(Composition)
Article 12 The general assembly shall be composed of all partners.

(Authority)
Article 13 The general assembly shall determine the following matters by resolution.

  1. (i) Expulsion of members
  2. (ii) Selection or dismissal of Directors and Auditors
  3. (iii) Amount of remuneration, etc. or its regulations of Directors and Auditors
  4. (iv) Approval of balance sheets and statements of changes in net assets
  5. (v) Amendments to the Articles of Incorporation
  6. (vi) Dissolution and disposal of residual assets
  7. (vii) Other matters prescribed by laws and regulations or these Articles of Incorporation as those to be resolved by the general assembly

(Time of Convocation)
Article 14 An annual meeting of the general assembly shall be convened within three months after the closing of each business year. In addition, an extraordinary meeting of the general assembly may be convened as needed.

(Convocation)
Article 15 (1) Unless otherwise prescribed by laws and regulations, a meeting of the general assembly shall be convened by the President based on a resolution of the Board of Directors.
(2) Partners who, in the aggregate, have one-tenth or more of the total voting rights of all partners may ask the President to convene a meeting of the general assembly, indicating what items will be discussed at the meeting and the reasons for convocation.

(Chairperson)
Article 16 The President shall hold the position of the chairperson of a meeting of the general assembly.

(Voting Rights)
Article 17 Each partner shall have one voting right that can be exercised at a meeting of the general assembly.

(Quorum)
Article 18 The general assembly may not be convened without the presence of more than half of all partners.

(Resolution)
Article 19 (1) Unless otherwise prescribed by laws and regulations or these Articles of Incorporation. a resolution of the general assembly shall be adopted at a meeting in which a majority of all partners are present, by a majority of the votes of the partners who are present at the meeting.
(2) Despite the provisions of the preceding paragraph, a resolution for the following matters shall be adopted at a meeting in which partners who hold fifty percent or more of the voting rights of all delegates are present, by two-thirds of the votes of all partners.

  1. (i) Expulsion of members
  2. (ii) Dismissal of Auditors
  3. (iii) Amendment to the Articles of Incorporation
  4. (iv) Dissolution and disposal of residual assets
  5. (v) Other matters prescribed by laws and regulations or these Articles of Incorporation

(3) When adopting a resolution for the selection of Directors or Auditors, the resolution must be adopted in a manner described in paragraph (1) for each candidate. If the number of candidates for Directors or Auditors exceeds the maximum number prescribed in Article 23, then candidates in descending order of votes obtained from among candidates who won most the votes cast shall be selected, until the maximum number is reached.

(Resolution of Voting Right by Proxy or Writing)
Article 20 (1) A partner who is unable to attend a meeting of the general assembly may exercise the voting right at a meeting of the general assembly by appointing another partner as a proxy. In this case, the partner must submit a document certifying the right of representation.
(2) When a partner is allowed to exercise the voting right for resolution at a meeting of the general assembly in writing, the partner must submit the voting card by the designated method.
(3) With regard to the application of the provisions of Article 18 (Quorum) and Article 19 (Resolution) in the cases of paragraph (1) and paragraph (2), the partner shall be deemed to have attended the meeting.

(Omission of Resolution)
Article 21 In the case in which a Director or a partner makes a proposal regarding a matter that is the purpose of a meeting of the general assembly, when all partners express their intention to agree with the proposal either in writing or in electromagnetic records, a resolution of the general assembly approving the proposal shall be deemed to have been passed.

(Minutes)
Article 22 (1) With respect to the agenda of a meeting of the general assembly, minutes of the meeting shall be prepared as prescribed by laws and regulations.
(2) The chairperson and two or more signatories who are appointed from among Directors attending the meeting shall affix their names and seals to the minutes described in the preceding paragraph.

Chapter 5 Board Members

(Installation of Board Members)
Article 23 (1) JSAI shall have the following Board Members.

  1. (i) Director: 15 or more but fewer than 31
  2. (ii) Auditor: one or more but no more than two

(2) One of Directors shall be a President, and two or fewer of them shall be Vice-Presidents.
(3) The President and Vice-Presidents described in the preceding paragraph shall serve as representative Directors under the Incorporations Act, and Directors other than those shall be executive Directors under the same act.

(Selection of Board Members)
Article 24 (1) Directors and Auditors shall be selected by resolution of the general assembly.
(2) The President, Vice-Presidents, and executive Directors shall be selected from among Directors by resolution of the Board of Directors.
(3) The aggregate number of Directors and their relatives may not exceed more than one-third of the total number of Directors.

(Duties and Authorities of Directors)
Article 25 (1) Directors shall constitute the Board of Directors and perform their duties in accordance with laws and regulations and these Articles of Incorporation.
(2) The President shall represent JSAI and execute its business in accordance with laws and regulations and these Articles of Incorporation. Executive Directors shall share and execute the business of JSAI in accordance with provisions provided for separately by the Board of Directors.
(3) Vice-Presidents shall assist the President in accordance with laws and regulations and these Articles of Incorporation. If the President is unable to act or the position of the President is vacant, then Vice-Presidents shall perform the duties on behalf of the President in the order appointed by the President in advance.
(4) The President, Vice-Presidents, and executive Directors must report the performance of their own duties to the Board of Directors once every three months.

(Duties and Authorities of Auditors)
Article 26 (1) Auditors shall supervise the performance of duties of Directors and prepare audit reports in accordance with laws and regulations.
(2) Auditors may at any time request any Director or employee to submit a business report and investigate the status of business and assets of JSAI.

(Term of Office of Board Members)
Article 27 (1) The term of Office of Directors shall expire at the closing of the annual meeting of the general assembly for the last business year ending within two years or one year after their selection.
(2) The term of Office of Auditors shall expire at the closing of the annual meeting of the general assembly for the last business year ending within two 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 upon expiration of the term of office of the predecessor.
(4) When a Director or an Auditor leaves the office upon expiration of the term or resignation and as a result the number of Directors or Auditors falls short of the required number prescribed in Article 23, the Director or Auditor shall continue to have the rights and obligations to serve as a Director or an Auditor until when a newly selected Director or Auditor takes office.

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

(Remuneration, etc. of Board Members)
Article 29 Directors and Auditors shall not receive any remuneration. However, for full-time Directors and Auditors, the amount calculated in accordance with the standards for the payment of remuneration, etc., provided for separately by the general assembly may be paid as remuneration, etc. within the total amount prescribed in the general assembly.

Chapter 6 Board of Directors

(Composition)
Article 30 (1) JSAI shall have the Board of Directors.
(2) The Board of Directors shall be composed of all Directors.
(3) When deemed necessary, the chairperson of the Board of Directors may have a person other than Board Members attend the Board of Directors.

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

  1. (i) Determination of the execution of business of JSAI
  2. (ii) Supervision of performance of duties by Directors
  3. (iii) Selection and dismissal of the President and Vice-Presidents

(Convocation)
Article 32 (1) A meeting of the Board of Directors shall be convened by the President.
(2) When the position of the President is vacant or the President is unable to act, a Vice-President shall convene a meeting of the Board of Directors.

(Chairperson)
Article 33 (1) The President shall hold the position of the chairperson of a meeting of the Board of Directors.
(2) When the position of the President is vacant or the President is unable to act, a Vice-President shall hold the position.

(Resolution)
Article 34 (1) A resolution of the Board of Directors shall be adopted at a meeting in which a majority all Directors, excluding those who have special interest in the matter to be resolved, are present, by a majority the votes of the Directors present at the meeting.
(2) When a Director presents a proposal on a matter to be resolved by a resolution of the Board of Directors, if all Directors expressed their intention to approve the proposal in writing or in electromagnetic records, then a resolution of the Board of Directors approving the proposal shall be deemed to have passed.
However, this excludes when an Auditor has stated an objection to the proposal.
(3) When a Director or an Auditor has notified all Directors and all Auditors of the matter to be reported to the Board of Directors, the reporting of the matter to the Board of Directors shall not be required.
(4) The provisions of the preceding paragraph shall not apply to the reports under the provisions of paragraph (4) of Article 25 (Reporting of the performance of duties at least once every three months). (Omission of a Report to the Board of Directors by Board Members)

(Minutes)
Article 35 (1) With respect to the agenda of a meeting of the Board of Directors, minutes of the meeting shall be prepared as prescribed by laws and regulations.
(2) The attended President, Vice-Presidents, and Auditors shall affix their names and seals to the minutes described in the preceding paragraph.

Chapter 7 Assets and Accounting

(Business Year)
Article 36 The business year of JSAI starts on April 1 of each year and ends on March 31 of the following year.

(Business Plan and Income and Expenditure Budget)
Article 37 (1) A business plan and a statement of income and expenditure budget of JSAI shall be prepared by the President and shall be approved by the Board of Directors by the day before the start of each business year. This shall apply to cases in which the documents are amended.
(2) The documents described in the preceding paragraph shall be stored at the principal office until the closing of the relevant business year.

(Business Reports and Account Settlement)
Article 38 (1) With regard to business reports and account settlement of JSAI, 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. (i) Business reports
  2. (ii) Annexed detailed statements of business reports
  3. (iii) Balance sheet
  4. (iv) Statement of changes in net assets
  5. (v) Annexed detailed statements of balance sheet and statement of changes in net assets
  6. (vi) Inventory of property

(2) Of the documents approved under the preceding paragraph, those under items (i), (iii), (iv), and (vi) must be submitted to the annual meeting of the general assembly, at which contents of the documents under item (i) must be explained and other documents must be approved.
(3) In addition to the documents described in paragraph (1), the following documents shall be stored at the principal office for five years. These Articles of Incorporation and the register of partners shall also be stored at the principal office.

  1. (i) Audit Reports
  2. (ii) List of Directors and Auditors

Chapter 8 Amendments to Articles of Incorporation and Dissolution

(Amendments to Articles of Incorporation)
Article 39 These Articles of Incorporation may be amended by a resolution at a meeting of the general assembly.

(Dissolution)
Article 40 JSAI shall be dissolved by a resolution of the general assembly or because of any other grounds prescribed by laws and regulations.

(Restrictions on Disposal of Surplus Funds)
Article 41 JSAI may not distribute surplus funds.

(Disposal of Residual Assets)
Article 42 If JSAI is liquidated, then all residual assets shall be given as a gift, through a resolution of the general assembly, to a juridical person, Japanese government, or a local government, which are listed in item (xvii) of Article 5 of the Act on Authorization of Public Interest Incorporated Associations and Public Interest Incorporated Foundation (hereinafter designated as the “Authorization Act”).

Chapter 9 Committees and Administrative Office

(Committees)
Article 43 (1) If the necessity arises to operate the business of JSAI more smoothly, then the Board of Directors may establish a committee by a resolution.
(2) Necessary matters related to duties, composition and operation of a committee shall be provided for separately by a resolution of the Board of Directors.
(3) Committees may not undertake operations to restrict administrative authorities (Determination of the execution of business, etc.) given to the general assembly as well as the Board of Directors by laws and regulations and these Articles of Incorporation.

(Administrative Office)
Article 44 (1) JSAI shall have the Administrative Office to administer affairs of JSAI.
(2) The Administrative Office shall have a Director of the Administrative Office and necessary staff.
(3) The Director of the Administrative Office and important staff members shall be appointed and dismissed by the President with the approval of the Board of Directors.
(4) Necessary matters related to the organization and operation of the Administrative Office shall be provided for separately by the President under a resolution by the Board of Directors.

Chapter 10 Method of Public Notice

(Method of Public Notice)
Article 45 Public notice of JSAI shall be given by posting a document in a place that is easily viewable by the public at the principal office.

Chapter 11 Miscellaneous Provisions

(Mandate)
Article 46 In addition to the provisions prescribed in these Articles of Incorporation, matters necessary to operate JSAI shall be provided for separately by a resolution of the Board of Directors.

Supplementary Provisions

  1. (1) These Articles of Incorporation shall come into effect on the date of the registration of the establishment of a general incorporated association prescribed in paragraph (1) of Article 106 of the Act on the Revision, etc. of Related Acts that Accompany the Enforcement of the Act on General Incorporated Association and General Incorporated Foundation and the Act on the Authorization, etc. of Public-interest Incorporated Associations and Public-interest Incorporated Foundation (hereinafter designated as the “Revision Act”) that applies with the necessary modifications by replacing certain terms in paragraph (1) of Article 121 of the same act.
  2. (2) The initial President of JSAI shall be Takahira Yamaguchi. Vice-Presidents shall be Hideo Shimazu and Hitoshi Matsubara.
  3. (3) When the registration of the dissolution a special case juridical person under the Civil Code prescribed in paragraph (1) of Article 106 of the Revision Act that applies with the necessary modifications by replacing certain terms in paragraph (1) of Article 121 of the same act, irrespective of the provisions of Article 36, the day before the date of the registration of dissolution shall be the last day of the business year and the date of the registration of establishment shall be the first day of the business year.
  4. (4) The first delegates after enforcement of these Articles of Incorporation shall be those who are elected as the first delegates at an election of delegates that is held in advance using the method described in Article 5.
  5. (5) Item 2 of Article 5 is valid for the election of the delegations inaugurated from April 1st, 2019, and the number of the delegations is not limited to 120 until March 31st, 2019.

“These are the Articles of Incorporation of the Japanese Society for Artificial Intelligence.”

Office: 402, OS Bldg., 4-7 Tsukudomachi, Shinjuku Ward, Tokyo 162-0821

Name: The Japanese Society for Artificial Intelligence

Representative Director: Naohiko Uramoto, President