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  • 日本計算工学論文集

BylawsBylaws

Establishment Date 16th, May, 1995
Revision Date 24th, May, 2000
Revision Date 30th, May, 2001
Revision Date 19th, May, 2003
Revision Date 12th, May, 2009
Revision Date 23th, April, 2010
Revision Date 10th, May, 2013

Chapter 1 General Articles

Name
Article 1
The name of this organization is The Japan Society For Computational Engineering and Science (hereinafter called the "JSCES").
Main office
Article 2
The headquarter office of the JSCES shall be located in Bukyo-ku, Tokyo.
The headquarter office of the JSCES shall be located in Bukyo-ku, Tokyo. 2. JSCES shall be able to locate its subordinate offices as provided in the JSCES Bylaws.
Objectives and Activities
Article 3
JSCES contributes to the advancement of computational mechanics and related areas, and the development of society by promoting education in this field, developing international advances, and improving the most advanced technology; and to achieve these aims, JSCES shall carry out the following activities in order to achieve the objectives stated.
  1. 1) Holding research presentation meetings, lectures and seminars
  2. 2) Publishing journals, papers, theses and other magazines or printed materials
  3. 3) Participating in international and domestic activities that contribute to the development of computational mechanics
  4. 4) Activities as a branch office of IACM
  5. 5) Establishing workshops about particularly important study fields
  6. 6) Guiding and being entrusted with research and studies
  7. 7) Promoting and awarding of activities related to computational mechanics
  8. 8) Training of researchers and activities which spread the results of studies
  9. 9) Any additional activities required for the achievement of JSCES's objectives
Fiscal year
Article 4
The Fiscal year for JSCES shall begin on the 1st of April each year and end on the 31st of March of the following year.
Method of Public Notice
Article 5
Public notices by JSCES shall be made through electronic notice.
In cases where public notices cannot be made through electronic notice due to accidents or other unavoidable reasons, public notices shall be made by placing them in the Official Gazettes.

Chapter 2 Membership

Membership of this category
Article 6
Membership shall be differentiated as following.
  1. 1) Regular Member: An individual member who possesses academic knowledge on and experience in computational mechanics, or who has received a specialized education in this area and is engaged in business related to computational mechanics
  2. 2) Special Membe: A person or organization which agrees with the objectives of JSCES and supports its activities
  3. 3) Senior Member: An individual who has special knowledge, skills or experience in computational engineering and science or related areas, and who is over the age of 60 as of the 1st of April and doesn't have a full-time position..
  4. 4) Student Member: A student who studies computational engineering and science or related studies in universities, graduate universities or equivalent educational institutions.
  5. 5) Laboratory Member: If a person's professors belong to JSCES and he/she is in said professor's laboratory, (both Universities and Graduate Universities) he/she will also be able to become a member. (Except Student Member and doctoral course students)
  6. 6) Supporting Member: An organization or individual who contributed to JSCES and have the board of director's recommendation.
  7. 7) Honorary Member: Those who have made significant contributions to this area and has the final approval of the Board of Director.
2. A member of this institution shall be more than 50 persons as per laws, regulations and the Act on General Incorporated Association and General Incorporated Foundation. A representative shall be chosen from one out of every ten full members.
3. A representative shall be elected at election meetings. Detailed regulations necessary for the implementation of these election meetings shall be provided by the Board of Governors. The Board members or the Board meeting shall not vote for representatives.
4. Representatives shall be elected by the regular members. Any regular members can run for the preceding election.
5. The representative elections of paragraph three shall be held every second year, and the term shall be the 2 year period from April 1 to March 31 of the following year. In cases where a representative files an action against the following, said representatives shall not lose their membership position until the end of this Act. (Said representatives shall not have voting rights or the appointment or dismissal of an officer (Article 63 and 70 of the Act on General Incorporated Associations) and Amendment to Articles of Incorporation (Article 146 of the Act on General Incorporated Associations.)
  • Action seeking rescission of a Resolution Made at a General Assembly of Members
  • Action seeking dissolution of a General Assembly
  • Action for Pursuit of responsibility
  • Action seeking Dismissal of an officer
  • (Article 266(1), 268, 278 and 284 of the Act on General Incorporated Associations, including Article 278(1).)
    6. A representative may be elected by way of precaution against cases where there are no officers in office or where there is a vacancy of incorporation.
    7. The following rights of the Act on General Incorporated Associations may also be exercised against general members as representatives have.
    1. 1) The right of inspection of Articles of Incorporation
    2. 2) The right of inspection of a Representative Member Registry
    3. 3) The right of inspection of the minutes of a General Assembly of members
    4. 4) The right of inspection of the documents evidencing the authority of proxy for representatives
    5. 5) The right to access to records of the exercise of voting rights by electromagnetic means
    6. 6) The right of inspection of the Financial Statements
    7. 7) The right of inspection of the liquidation balance sheet
    8. 8) The right of inspection of the merger agreement. Etc.
    8. When directors or auditors have neglected their duties, they shall be liable to compensate the JSCES for any damages that have been caused. Exemptions from the liability set forth shall not be granted without the consent of all members notwithstanding the provisions of Article 112 of the Act on General Incorporated Associations.
Acquisition of membership qualification
Article 7
In order to become a Regular member, an applicant shall complete the application procedures as stipulated in the Bylaws and obtain the approval of the Executive Council, except Supporting Members and Honorary Members.
2. Becoming a member shall be decided by the Executive Council, based separately on the members' rules which are decided by the Ordinary General Assembly, and notify the result.
Membership fee
Article 8
Every member (except Supporting members and honorary members) shall pay annual dues in accordance with the provisions of the Articles of Incorporation.
Notice of withdrawal
Article 9
Any members may be expelled from the Institute for the following conduct, and a decision shall be preceded by the special special resolution which applies article 17.2.
Expulsion
Article 10
Any members may be expelled from the Institute for conduct the followings and a decision shall be preceded by the special resolution which applies the article 17.2.
  1. 1) Acting against the objectives of these Articles or other regulations/li>
  2. 2) Bringing disgrace on JSCES acting
  3. 3) Reasonable reasons for expulsions
Forfeiting membership
Article 11
Beside the above two articles, a member shall be disqualified by any of the following reasons.
  1. 1)Neglecting to pay the membership fees for more than three years
  2. 2) Dismissal being requested and received by unanimous consent of all Regular Members
  3. 3) Declaration of death or if in the case of a corporate or group member, the dissolution of the corporation or group, or of bankruptcy
  4. 4)The Student Members who lose their qualification as students
Article 12
Paid membership fees shall not be refunded when members lose their memberships.

Chapter 3 General Assembly

Composition
Article 13
The General Assembly shall consist of Regular Members.
Resolution
Article 14
The following matters shall be resolved at the General Assembly:
  1. 1) Criterion of entering and the price of membership dues
  2. 2) Dismissal of members
  3. 3) Election and dismissal of the members of the Executive Council and Auditors
  4. 4) Determination of remunerations and other benefits to be paid to the board members
  5. 5) Acceptance of the approving study reports, balance sheets and income statements along with their detailed attachments
  6. 6) Approval of business schemes, balance of payments and the income statements with their detailed attachments
  7. 7) Amendments to the Articles of Incorporation
  8. 8) Dissolution and disposition of remaining property
  9. 9) Merging or assigning whole or part of projects
  10. 10) Matters to be discussed by the Executive Council
  11. 11) Matters other than those prescribed by laws and regulations or by these articles
Convening
Article 15
The General Assembly shall be two kinds: an Ordinary General Assembly and Extraordinary Assembly.
2. The Ordinary General Assembly shall be convened within 3 months after the end of each fiscal year.
3.The Extraordinary General Assembly shall be convened on any of the following occasions:
  1. 1) When decided to be held by board members
  2. 2) When demanded by one fifth of members or more; there must also be a paper describing the purpose of the meeting and the reason for calling.
Calling
Article 16
The President shall convene the General Assembly, based on a resolution at the Executive Council meeting, unless otherwise provided for in other laws and regulations. The General Assembly may be convened upon the request of one fifth or more of the total numbers of Regular Members; the request must contain the objectives and agenda of the meeting and be submitted in writing or by electromagnetic means.
2. When requested as provided by the provisions of paragraph (3) item (2). In this case, the meeting shall be convened no later than 30 days before the Annual meeting.
Quorum and Resolution
Articlen17
Proceedings of the General Assembly shall be decided the majority of attending Regular Members unless otherwise stipulated by law.
Regular Members unless otherwise stipulated by law. 2. Unless otherwise the above, the following items shall be decided a two thirds majority of the total number of Regular Members:
  1. 1) Dismissal of members
  2. 2) Dismissal of auditors
  3. 3) Amendments to the Articles of Incorporation
  4. 4) Dissolution
  5. 5) Other matters provided by law
3. Resolution for selection or dismissal of the Executive Council or Auditors shall be made by each candidate as provided by Clause 1 hereof. The candidate for Director or Auditor, who has won the approval of majority voters by members, shall be elected and achieve a quorum by the largest number of votes if the total number of the candidates exceeds the number prescribed in 22.1.
Voting by Proxy
Article 18
A Regular member can delegate another member to cast a vote. Those members who are unable to attend the said meeting must submit JSCES a written notification in advance.
Omission of Resolutions or Report
Article 19
If Board Members or General Members submit regarding a matter which is the subject of a resolution by the Board Members, and if all of the Members indicate their consent to the said proposal, either in writing or in electronic form, JSCES shall deem said proposal as having been approved by the General Assembly.
2. When a director has notified all directors of a matter to be reported to the Executive Council, if all shareholders manifest their intention to agree that said matter shall not be required to be reported to the Executive Council in writing or by means of electromagnetic records, it shall be deemed that said matter has been reported to the General Assembly.
Record of Proceedings
Article 20
The chairperson shall make record of the proceedings of the General Assembly.
2. The chairperson and 2 or more participants appointed by the chairperson shall sign and seal on the records provided in the Act.
The General Assembly ordinance
Article 21
The chairperson shall make record of the proceedings of the General Assembly.
2. The chairperson and 2 or more participants appointed by the chairperson shall sign and seal on the records provided in the Act.

Chapter 4 Board Members

Installation of Board Members
Article 22
The following board members shall be installed in JSCES.
 Board member shall not less than 8 but no more than 30.
 Auditors shall no less than 1 but no more than 2.
2. From among those Board Members, 1 shall represent this association. The board member except the Directors shall act as Managing Directors as stipulated in the Act, Article 91.1.2.
Election of Board Members
Article 23
The Executive Council shall nominate and elect the President, Vice-Presidents and Executive Director from among themselves.
2. The Executive Council shall nominate and elect the Chief Managing Director and Managing Directors from among themselves.
3. The Chief Managing Director in the aforementioned item shall be the President.
4. The A Director meeting may, by its resolution, elect the Vice-President (up to 2 persons) from the executive A Directors, who are elected in clause 2.
5. The President and the vice-President may not be reappointed.
6. An auditor may not concurrently act as an A Director or any other employee of this corporate body.
7.The total number of any Director and his/her family members or related persons shall not exceed 1/3 of the current existing number of the Directors. The same shall apply to Auditors.
8. The total number of directors who are directors or employees of other identical organizations (excluding public interest corporations)and other persons specified by the A Director as those who stand in a similar position and have mutually close relationships shall not exceed one third of the total number of directors. The same shall apply to auditors.
Directors' Duties, Responsibilities and Authority
Article 24
The Directors shall compose the Executive Council and carry out the following duties and responsibilities as stipulated in the Act and this Constitution.
and responsibilities as stipulated in the Act and this Constitution.
2. The President shall represent JSCES and oversee the management of all business affairs of JSCES, pursuant to laws and regulations.
3. The Vice President shall assist the President in administering the affairs of the Institute, act on behalf of the President whenever he/she is prevented from acting as such, and perform the duties of the President when his or her position is vacant.
4. The President, Vice President and the executive A Director shall report the status of the execution of his or her duties to the A Director meeting at least twice every four months every fiscal year.
Auditors' Duties, Responsibilities and Authority
Article 25
The Auditors shall oversee the performance of duties by the Directors and produce audit reports as stipulated in the following Acts:
  • - Income statement (Net Assets Variation Statement)
  • - Profit and loss statement
  • - Inventory property, along with their detailed attachments
2. Auditors may request the Directors and employees to provide business reports and investigate business and asset conditions of JSCES at any time.
3.Auditors may at any time inspect and copy the following, and they may request reports on accounting from the A Director and accounting advisors.
  1. 1) Auditors may request the Directors and employees to provide business reports and investigate business and asset conditions of JSCES at any time.
  2. 2) Auditors may at any time inspect and copy the following, and they may request reports on accounting from the A Director and accounting advisors.
Terms of Office of Board Members
Article 26
A Director shall hold office until the end of the General Assembly held in the last year of his/her two-year term of office.
2. An Auditor shall hold office until the end of the General Assembly held in the last year of his/her two-year term of office.
3. The terms of office of Director or Auditor who has been appointed to fill a vacancy shall be the remaining term of his/her predecessor.
4. Each Director or Auditor shall continue to carry out his/her duties until his/her successor has assumed office even after the term of office has expired, or he/she has resigned from the position when there are fewer Directors or Auditors than as provided by Article 22.
Payment for Directors and Auditors
Article 27
The Directors and Auditors shall work on a voluntary basis. However, full-time Directors and Auditors can receive remuneration for their services.
2. Officers can receive necessary expenses incurred in performing their duties.
3. Necessary matters which are the provisions of the preceding article shall be provided for separately on the payment basis determined by the Executive Council.
Restraint of trade
Article 28
In the case that auditors carry out the transactions listed in the following, they shall make full disclosure of the facts concerning said transactions and obtain the approval of the Executive Council.
  1. 1) Transactions which are in the same category of business as that conducted by JSCES for themselves or for third parties.
  2. 2) Engagement on behalf of him/herself or third party with JSCES
  3. 3) If JSCES intends to guarantee debts of A Director or otherwise to carry out any transactions with a person other than JSCES that results in a conflict of interests between JSCES and A Director.
2. A Director who has carried out a transaction under either item of the preceding paragraph shall report to the Executive Council the important facts concerning said transaction without delay after said transaction.
3. The handling of information with regards to the second preceding paragraph shall be provided for by the Executive Council regulation in Article 37.
Exemption from liability and limitation
Article 29
With regard to liability for damages based on paragraph 1 of Article 111 of the General Incorporated Associations, JSCES may be absolved from indemnity liability, deducted from the total minimum liability with applicable laws by a resolution of the Executive Council.

Chapter 5 Executive Council' Meeting

Organization
Article 30
The Executive Council' Meeting shall be set up within JSCES.
2. The Board of Director's Meeting shall consist of all Directors.
Authority
Article31
The Executive Council meetings shall perform the following duties:
  1. 1) Decisions on the operation of JSCES
  2. 2) Decisions on the proposals to be presented to the General Assembly
  3. 3) Rulemaking and decisions on revision or abolition
  4. 4) Supervision of the performance of the Executive Council
  5. 5) Selection and dismissal of the Executive Director and Managing Directors
2. The Executive Council may not delegate the follow nor other important matters of decision.
  1. 1) Disposal and acceptance of important property
  2. 2) Borrowing in a significant amount
  3. 3) Electing and dismissing other employees who are important
  4. 4) Establishing, changing and abolishment of secondary offices and other organizations
  5. 5) The development of systems necessary to ensure that the execution of duties by A Director complies with laws and regulations and the Articles of Incorporation, and other systems prescribed by the applicable laws and regulations as systems necessary to ensure the properness of operations of JSCES.
  6. 6) Exemption from the liability under Article 29
Convening
Article 32
he Board of Director's meeting shall be convened by the President.
The Board of Director's meeting shall be convened by the President.
2. If the post of President is vacant, or the President cannot call the meeting owing to some circumstances, the vice president shall call the meeting.
Quorum and resolution
Article 33
Resolutions of the Executive Council shall be adopted by the majority of directors with at least two thirds of them in attendance.
Omission of Resolutions
Article 34
If the Executive Council of members suggests agendas that are related to the meetings and all shareholders manifest their intention to agree to such proposal in writing or by means of electromagnetic records, it shall be deemed to have been concluded at that time.
Omission of Report
Article 35
When an Director or auditor has notified all A Director or auditors of a matter to be reported to the Executive Council, if all shareholders manifest their intention to agree that said matter shall not be required to be reported to the Executive Council in writing or by means of electromagnetic records, it shall be deemed that said matter has been reported to the Executive Council. This shall not apply if a stay order has been issued as stipulated in Article 24.4.
Record of Proceedings
Article 36
The records of proceedings of the Executive Council' Meeting shall be made as stipulated by the Act. The President and one Auditor present at the meeting shall sign and affix their seals thereupon or e-sign their names.
Executive Council regulation
Article 37
Matters concerning the Executive Council in addition to what is provided for in this Act or laws and regulations shall be prescribed by Executive Council regulation.

Chapter 6 Assets and Accounting

Basic Assets and Ordinary Property
Article 38
JSCES has two types of assets. (Basic Assets and Ordinary Property)
2. Basic Assets are decided by the Executive Council and they are essential to the operation of JSCES and shall be deemed as its basic asset.
3. Assets other than Basic Assets shall be deemed Ordinary Property
4. The Basic Assets as stated above shall be maintained under the supervision of a good asset manager. However, when there is a compelling reason, the Basic Assets may be disposed of or pledged as security, upon the approval of the General Assembly following a decision by the Executive Council.
Business plan and Budget
Article 39
The business plan and income of JSCES shall be prepared by the President and approved by one day prior to the commencement of the fiscal year. In case of changes to the business plan and the statements and plans, the same procedures shall be appointed.
2. The documents stated above shall be kept in the principal office by the end of the fiscal year, and then be opened to public inspection.
Business Reports and Settlement of Accounts
Article 40
Documents relating to the business plan and budget of JSCES listed below shall by prepared by Presidents, audited by the Auditors and approved by the Executive Council after the end of the fiscal year.
  1. 1) Business report
  2. 2) Annexed specifications
  3. 3) Balance-sheet
  4. 4) Profit and loss statement (Net asset and decease calculation sheet)
  5. 5) Annexed specifications (Net asset and decease calculation sheet) and balance-sheet
  6. 6) Inventory of property
2. The documents set forth in (1), (3), (4) and (6) above, which are approved under the paragraph, shall be submitted to the General Assembly. The documents set forth in the (1) shall be reported and the other documents shall be approved by the General Assembly of members.
3. In addition to the documents set forth in (1), the ones below shall be kept in the principal office for 5 years and in the secondary offices for 3 years. These documents together with the Constitution and the roster of Regular Members shall be kept in the principle office and open to public inspection.
  1. 1) Auditors' Report
  2. 2) Rosters of Director or Auditors
  3. 3) Payment basis for the Board of Director and Auditors
  4. 4) Reports on business operations and management and major numbers relating to the business operation and management
Ban on distribution of surplus
Article 41
JSCES shall not distribute its surplus.

Chapter 7 Amendments to the Constitution, Mergers, and Dissolution

Amendment of the articles
Article 42
Amendments to the Constitution can be made with the approval of the General Assembly by a more than two thirds majority of the total number of Regular Members.
Merger
Article 43
JSCES may merge with other general corporations, assign and accept of the whole or a part of business, and quit of whole charitable purpose business at the General Assembly with at least a two thirds majority vote of the members present when at least half of all members are present.
Dissolution
Article 44
JSCES shall be dissolved for reasons provided by the Act, or by obtaining the approval of the General Assembly.
Disposal of remaining property
Article 45
In an event of liquidation of JSCES, the remaining property shall be disposed of, with the approval of the General Assembly, by donation to national or local public bodies or public interest incorporated foundations provided by Article 5, Clause 17 on Special Measures Concerning Taxation.

Chapter8 Supplemental Rules

Enforcement of Bylaws
Article 46
Bylaws, rules and regulations necessary for the implementation of the Constitution shall be determined elsewhere, with the approval of the Executive Council.
Prohibition of Special Interests
Article 47
JSCES does not provide the members who make a settlement or leave property to JSCES, or its board members, members or relations with any special interests.
First Year
Article 48
The fiscal year for JSCES shall begin on the date of establishment of the corporate body and end on the 31st of March, 2012.
Officers at Incorporation
Article 49
The representative director, A Director and auditors at the time of incorporation are as follows.
(Omitted)
The names and address of the members at the time of incorporation
Article 50
The names and address of the members at the time of incorporation are as follows.
(Omitted)
Accordance with the laws and regulations
Article 51
Any issue regarding matters not specified in these Articles shall be governed by the Act on General Foundations and other laws and regulations.

May 10 2013