Article 1 - Name / Articles of Incorporation

This Organization shall be known as the ASIA DRY EYE SOCIETY, hereinafter referred to as (ADES).

Article 2 - Location

The principal office of the ADES is located at Minato-ku, Tokyo. ADES may establish the secondary office at any time with the resolution by the Council meeting.

Article 3 - Objectives

ADES’s goal is to accelerate mutual academic communications and partnership with dry eye professionals of both physicians and scientists from Asian countries and strengthen the treatment, diagnosis, clarify and conduct factual investigation on the underlying cause of dry eye in Asia. The following projects below shall be conducted for the promotion of the purpose.

1. Organizing the annual scientific meeting (annual general meeting)
2. Promoting and exchanging the latest information on dry eye in Asia.
3. Publication of scientific journals on dry eye
4. Other incidental or related businesses to the projects listed in the purpose of ADES

Article 4 - Method of Public Notification

The public notice of ADES shall be published in visible places to the public.

Article 5 - Joining ADES

1. Employee status is granted to those that joins and agrees with the purpose of ADES.
2. Employee candidates shall apply through a form designated by ADES and obtain approval from the Council members.

Article 6 - Expenses

1. Employees shall pay the necessary expenses to achieve the purpose of ADES.
2. Employees shall pay the admission and membership fees at the annual general assembly.

Article 7 - Termination of Membership

Employees may resign at any time with at least 1-month of advanced notice.

Article 8 - Expulsion

In the event when an employee of ADES has legitimate reasons for expulsions due to acts of defaming ADES’s honor, conducting acts contrary to the purpose of ADES or violating the employee’s obligations, the laws pertaining to the general corporation and incorporated foundation (hereinafter referred to as "General Corporate Law"), the employee may be expelled by resolution of the general meeting of employees as prescribed in Article 49, Paragraph 2 of the law.

Article 9 - Loss of Employee Status

Employee status may be terminated for the conditions as provided below.

1. Resignation from ADES
2. Upon becoming a warrantee or adult ward
3. In the event when the member deceases, disappears, or upon dissolution
4. In the event when the member fails to meet their payment obligation of Article 6 for more than two years.
5. Expulsion
6. Approval by all members of ADES

Article 10 - List of Employee

ADES shall prepare a member registry listing the names and address of the employees.

Article 11 - Constitution

The Annual General Assembly shall consist of all employees.

Article 12 - Powers

The Annual General Assembly shall vote on the following items.

1. Expulsion of employees.
2. Election or dismissal of directors and auditors.
3. Amount of compensation etc. of directors and auditors.
4. Approval of balance sheet and income statement (Net Statements of Activities) and supplementary statements.
5. Amending the articles of incorporation.
6. Dissolution and disposition of retained earnings.
7. Other items stipulated by laws or the Articles of Incorporation as intended to be resolved at the annual general assembly.

Article 13 - Convocation of Meetings

The annual general assembly of this Organization shall be regular or extraordinary general meeting. The regular meeting shall be held within three months after the end of each fiscal year and the extraordinary general meeting shall be held when deemed necessary.

Article 14 - Notice of Meetings

1. The annual general assembly of employees shall be convened by the president pursuant to a resolution of the Council meeting, unless otherwise stipulated in laws and ordinances.
2. Employees who have a voting right of one tenth or more of the voting rights of all employees may request the president to convene a general meeting, upon indicating the purpose of the general meeting.

Article 15 - Representative Director

The president shall serve as the board chairman of the Annual General Assembly.

Article 16 - Voting Right

The voting rights at the annual general assembly shall be one per member.

Article 17 - Resolution

1. The resolution of the annual general assembly shall be made by the majority of the attending votes of the employees that hold the majority of the voting rights of all employees.
2. The resolution under Article 49, Paragraph 2 of the General Corporate Law shall consist of more than half of the total number of employees and will be exercised with two-thirds or more of all voting rights of employees.

Article 18 - Minutes

1. ADES shall keep minutes of its proceedings which shall be kept with the books and records of ADES according to the provisions of law.
2. The attending president and the directors shall sign or affix his or her name and seal thereto the minutes of the preceding paragraph.

Article 19 - Admission

1. Membership is granted to those that joins and agrees with the purpose of ADES.
2. Members shall apply through a form designated by ADES and obtain approval from the Council members.
3. ADES has the following type of memberships
   1. Regular Member

      One (1) or more paper published in English on dry eye or ocular surface as the first author or corresponding author in the past five (5) years with recommendation from Council member. Membership eligibility is determined by the active status of dry eye research. Members may have their membership eligibility rejected or revoked if the applicant/member is deemed inactive in his or her study on dry eye.

   2. Associate Member

      Associate member shall have a recommendation letter from a Council member.

Article 20 - Membership Dues

1. Members shall pay the membership fees at the annual general assembly.
2. Members must pay the necessary expenses to help achieve the purpose of the ADES.

Article 21 - Termination of Membership

Members may resign at any time with at least 1-month of advanced notice.

Article 22 - Expulsion

In the event when a member of ADES has legitimate reasons for expulsions due to acts of defaming ADES’s honor, conducting acts contrary to the purpose of ADES or violating the member’s obligations, the member may be expelled by resolution of the general meeting of members as prescribed in Article 49, Paragraph 2 of the law(hereinafter referred to as "General Corporate Law").

Article 23 - Loss of Membership Status

Membership status may be terminated for the conditions as provided below.

1. Resignation from ADES.
2. Upon becoming a warrantee or adult ward.
3. In the event when the member deceases, disappears, or upon dissolution.
4. Delinquent dues of over 2 years.
5. Expulsion.
6. Approval by all members of ADES.

Article 24 - List of Members

ADES shall prepare a member registry listing the names of the members.

Article 25 - Directors

1. ADES shall appoint the following directors
   1. Council members: Minimum of 3 or more
   2. Auditor: Maximum of 3
2. One of the Council member shall be appointed as the representative Council member otherwise known as the (Head Council).
3. The Head Council from the preceding paragraph shall serve as the representative director under the General Corporate Law.

Article 26 - Nomination of Directors

1. Council members and Auditors shall be appointed by the resolution of Council meeting.
2. The Head Council shall be appointed from the board of directors (Council member) with the resolution from the Council meeting.
3. An Auditor may not concurrently serve as the Council member or a member of a subsidiary or Organization.

Article 27 - Duties and Authorities of Directors

1. The Directors (Council member) shall constitute the Board of Directors (Council meeting) and shall enforce their duties in accordance with laws and regulations and the articles of incorporation.
2. The president shall represent ADES and enforce its business pursuant to laws and regulations and the articles of incorporation.

Article 28 - Duties and Authorities of Auditors

1. Auditors shall audit the execution of the Council member’s duties and prepare audit reports according to the laws and regulations.
2. The auditor may, at any time, request the directors (Council member) and members to submit report on ADES and investigate its business status and property.

Article 29 - Tenure of Director

1. The Council member’s office term shall be until the end of the annual general assembly within the second business year after appointment.
2. The Auditor’s office term shall be until the end of the annual general assembly within the fourth business year after appointment.
3. The office term of a Council member or auditor appointed as a substitute shall be until the expiration of the predecessor’s term of office.
4. In the event when a Director (Council member) or Auditor is missing or when the number of Director (Council member) or Auditors specified in Article 19, paragraph 1 is missing, the Director (Council member) or Auditor that have retired due to the expiration of office term or resignation shall be re-appointed and will hold the rights and duties as directors or auditors until a new candidate is appointed.

Article 30 - Removals

Directors (Council member) and Auditors may be dismissed by a resolution of an annual general assembly. However, the resolution to dismiss the auditor shall require more than half of the total number of members and must be conducted more than two-thirds of the voting rights of all members.

Article 31 - Director’s Compensation

There will be no compensation for the Council member and Auditor.
However, that for full-time Council members and Auditors, compensation may be paid in amount that fall within the scope of the total amount specified at the annual general assembly and calculated pursuant to the standards of compensation which is separately determined at the annual general assembly.

Article 32 - Trade Restriction

1. In the event when the director intends to make the following transactions, the Council meeting shall disclose important facts concerning the transaction and obtain approval thereof.
   1. Transaction belonging to the category of business of ADES for self or a third party
   2. Transactions with the corporation for self or third parties
   3. A transaction in which ADES guarantees the obligation of the director (Council member) and transactions with conflict of interest between ADES and third parties besides the Council member.
2. The Council member who made the transaction set forth in the preceding paragraph shall notify the Council meeting without delay after the transaction.

Article 33 - Exemption and Restriction of Liability

1. In accordance to the provisions of Article 114, Paragraph 1 of the General Corporate Law, the Council member and Auditor shall be exempted from liabilities by the resolution of the Council member, and any liabilities shall be limited to the amount prescribed by laws and ordinances for damages due to neglect of duties.

Article 34 - Organization

1. ADES shall have a Council meeting (Board of Directors).
2. The Council meeting (Board of Directors) shall consist of all Council members.

Article 35 - Powers

In addition to those specified separately in this article of incorporation, the Council meeting shall perform the following duties.

1. Decision making on business operation
2. Supervision of Council member’s business operation and duties
3. Selection and dismissal of Head Council.

(Convocation)

Article 36 - Notice of Meetings

The Council Meeting shall be convened by the Head Council

1. In the event when the Head Council is missing or cannot attend due to an accident or other unavoidable circumstance, a Council member shall convene the meeting in the order prescribed by the Council meeting.
2. In the event when all Council members and Auditors unanimously agree, the Council members may hold the Council meeting without proceeding with the convocation steps.

Article 37 - Head Council

The Head Council shall serve as the Head (Representative) of the Annual General Assembly.

Article 38 - Resolution

1. The resolution of the Council Meeting shall be participated by a majority of the Council members excluding members with special interest for the resolution.
2. Notwithstanding the provisions of the preceding paragraph, when meeting the requirements of Article 96 of the General Corporate Law, it shall be deemed that there has been a resolution of the Council meeting to the effect that such proposal will be passed.

Article 39 - Omission of Reports

When a Council member or an Auditor notifies all the Council member and Auditors on matters intended to be reported to the Council meeting, it shall not be required to report to the Council meeting. Provided, however, that this shall not apply to reports under the provisions of Article 91 paragraph 2 of the General Corporate Law.

Article 40 - Minutes

1. Minutes shall be prepared at the Council meeting as provided for in ordinance to the law.
2. The Council member and Auditors who attends the Council meeting shall affix their names or seals on the minutes of the preceding paragraph.

Article 41 - Council Meeting Rule

Items necessary for the operation of the Board of Directors (Council meeting) shall be determined by the rules of the Board of the Director (Council meeting), in addition to the laws and ordinances or those stipulated in this Articles of Incorporation.

Article 42 - Various Committees

1. ADES shall establish a committee with a resolution from the Board of Directors (Council meeting) to smoothly manage various items.
2. The program committee shall be established to maintain a high quality of standard for ADES. Detailed bylaws shall be specified separately.

Article 43 - Fund Provision

1. ADES may recruit people to manage and collect funds.
2. The contributed funds shall not be refunded until ADES is dissolved.
3. Regarding the procedure for returning the fund, the total amount of the refunds to be returned shall be resolved by the annual general assembly, and the liquidator shall separately determine the place and method for refunds and other necessary matters.

Article 44 - Fiscal Year

The business year of ADES shall start from September 1 to the end of August 31 (of the following year).

Article 45 - Business plan and Income and Expenditure plan

1. Regarding business plan and income and expenditure criteria of ADES, the President shall create by the day before the commencement day of each business year and obtain approval from the annual general assembly upon the resolution by the Board of Directors (Council meeting). The same shall apply for any modifications or amendments.
2. With regard to the documents set forth in the preceding paragraph, they shall be placed in the headquarter office for five years and shall be made available for general inspection.

Article 46 - Business Report and Financial Statement

Regarding business report and settlement of ADES, the president shall prepare the following documents at the end of each business year, receive the audit of the Auditor, obtain approval from the Board of Director (Council meeting), and submit the documents to the annual general assembly. The contents of Document 1 and 2 shall be reported and the Document 3, 4, and 5 shall be required for approval.

1. Business report
2. Supplementary business report
3. Balance Sheet
4. Income Statement (Net Statements of Activities)
5. Supplementary schedules of the balance sheet and income statement (Net Statements of Activities)

In addition to the documents set forth in the preceding paragraph, an audit report shall be placed in the headquarter office for five years, and the articles of incorporation and member list shall be made available for general inspection.

Article 47 - Distribution of Retained Earnings

ADES shall not pay retained earnings.

Article 48 - Establishment

ADES shall establish the Secretariat at its principal office with the resolution of the Council meeting.

Article 49 - Head Secretariat Duties

In addition to what is specified separately in this Article of Incorporation, the administration of the secretariat will carry out the following duties.

1. Administration of the secretariat (membership management, annual fee management)
2. Home Page (website) management (update management, domain management)
3. Media creation (on needs basis)
4. Annual Meeting related management (management of participation registration system, participant payment management, grant application procedure management, etc.)
5. Council meeting related management
6. Others, all activities related to the ADES management

Article 50 - Amendment of By Laws

The Articles of Incorporation may be amended by a majority of resolutions, which shall account for more than half the total number of all members of the annual general assembly, with more than two-thirds of the voting rights of all members.

Article 51 - Dissolution

ADES shall be dissolved with the resolutions at more than half of all members at the annual general assembly with two-thirds or more of the voting rights of all member and adhere to other items determined by laws and ordinances.

Article 52 - Distribution of Retained Earnings

Retained earnings held by ADES in the case of liquidation shall be resolved after resolution of the annual general assembly. The retained earnings shall be donated to the corporation, country, or local public organization listed on Article 5, item 17 in accordance to the General Corporate Law which is in concern to the certification of the Public incorporated associations or Public incorporated foundation.