Japanese Heart Failure Society Articles of Incorporation
Section 1 General Items
Article 1 Name
The name of this Entity shall be “Japanese Heart Failure Society”.
Article 2 Office
The primary office of the Entity shall be located in Bunkyo-ku, Tokyo.
Section 2 Purpose and Business
Article 3 Purpose
The purpose of the Entity shall be the provision of a forum for presenting researchon heart failure and related topics; the promotion of research regarding heart
failure through the exchange of knowledge and information and contributing to thedevelopment of the study of medicine in Japan.
Article 4 BusinessIn order to achieve the Purpose of the previous Article, the Entity shall be engaged
in the following business.
1) Holding academic conferences
2) Publishing academic publications3) Acting as a liaison and cooperating with domestic and foreign academic
associations related to heart failure research.
4) Other business necessary for the achievement of the Purpose of the Entity.
Section 3 Members and Delegates
Article 5 Composition of the Entity
1 The Entity shall be comprised of the following types of members.
1) Full members: individuals who have joined in support of the Purpose of the
Entity.
2) Honorary members: full members that have worked many years for theadvancement of the Entity, and who, after the decision of the Board of
Directors, have been nominated in the General Meeting of Members.
3) Special members: full members who have made particular achievements inthe field of heart failure, and who, after the decision of the Board of Directors,
have been nominated in the General Meeting of Members.
4) Associate members: corporation, associations, or individuals who support
the Purpose of the Entity, and who wish to cooperate in advancing the Entity.
2 The Entity shall have delegates, which shall be members according to the Entity
and the regulations of the General Foundations Act (hereinafter referred to as the“Foundations Act”).
3 The number of delegates shall be set by the Board of Directors prior to selection,and may total up to 20% of full members.

4 Members that are 65 years of age or older as of March 31 in the year of selection
may not be selected as delegates.
5 Delegates shall be selected from among full members, and requirements fordelegate selection shall be set forth in separate rules in the General Meeting ofMembers, in addition to the requirements established by these Articles ofIncorporation.
6 The term of delegates shall be from the date of selection until the next selection ofdelegates two years hence. However, in the event a delegate is the subject of aGeneral Meeting of Members vote, a dissolution of membership, an inquiry into
responsibility, or dismissal from a directorship (including demands for a motion toobject as governed by Article 278, Paragraph 1 of the Foundations Act), the delegate
in question shall maintain membership status until the objection is resolved. In thatevent, the delegate in question shall not have voting rights in regards to theappointment or removal of directors or auditors, nor to changes in the Articles ofIncorporation.
7 Full members may exercise the following membership rights set forth in theFoundations Act, similar to a delegate.
1) Foundations Act Article 14, Paragraph 2 (viewing articles of incorporation)
2) Foundations Act Article 32, Paragraph 2 (viewing membership list)
3) Foundations Act Article 50, Paragraph 6 (viewing members’ certificate ofproxy rights)
4) Foundations Act Article 51, Paragraph 4 and Article 52, Paragraph 5 (viewing
voting ballots)5) Foundations Act Article 57, Article 4 (viewing minutes of General Meeting ofMembers)6) Foundations Act Article 129, Paragraph 3 (viewing accounting documents,
etc.)7) Foundations Act Article 229, Paragraph 2 (viewing balance sheets ofliquidated entities)
8) Foundations Act Article 246, Paragraph 3, Article 250, Paragraph 3, andArticle 256, Paragraph 3 (viewing merger agreements)
8 Directors and auditors shall be responsible for damages to the Entity from adereliction of responsibility, and regardless of Article 112 of the Foundations Act,
this responsibility may not be exempted without the unanimous agreement of all
full members.
Article 6 Acquiring Membership Status
Those desiring to join as full or associate members must request membership bysubmitting a membership application form as set forth by the Board of Directors.
Article 7 Membership Dues
1 Full or associate members shall have the obligation to pay a fee, set forth as a
Supplementary Rule, as membership dues used to pay for operating expenses
incurred through Entity activities.
2 Honorary or special members shall not be required to pay membership dues.

Article 8 Willful Withdrawal
Members may submit a withdrawal form established by the Board of Directors towillfully withdraw membership from the Entity.
Article 9 Expulsion
1 Members may be expelled from the Entity by the decision of the General Meetingof Members for any of the following reasons.
1) Violations of the Articles of Incorporation or other rules.
2) Actions that damage the reputation of the Entity or are opposed to its
purpose.
3) Other valid reasons.
2 When expelling a member for any of the reasons listed in the preceding paragraph,that member must be notified at least one week prior to the General Meeting ofMembers in question, and an opportunity must be provided to that member to offer
a defense.
Article 10 Losing Membership Qualifications
1 In addition to Article 2 above, a member may be disqualified from membership for
any of the following reasons.
1) That member has not paid membership dues two years in a row.
2) That member has died or the organization to which the member belongs has
dissolved.
2 Full members that are delegates will lose their qualifications as delegates and as
members when disqualified according to Article 2 above, or for the reasons listed in
the preceding paragraph.
Article 11 Rights and Obligations when Losing Membership Qualifications
1 In the event a member has been disqualified according to Article 3 above, thatmember shall lose membership rights within the Entity, and shall be excused fromany duties. However, that member shall not be excused from any unfinished duties.
2 The Entity shall not return already submitted membership dues or other monies
even after a member has lost membership qualifications.
Section 4 General Meeting of Members
Article 12 Composition
1 The General Meeting of Members shall be comprised of all delegates.
2 Honorary or special members may attend the General Meeting of Members andexpress opinions with the understanding of the meeting chair. However, they may
not participate in decision-making.
Article 13 Authority
The General Meeting of Members shall vote on the following items.
1) Amount of membership dues
2) Member expulsion3) Appointment and dismissal of directors and auditors

4) Approval of balance sheets and income statements (net asset statements)
5) Changes to the Articles of Incorporation
6) Dissolution and disposal of surplus assets
7) Mergers and transfers of business, in whole or in part.
8) Other items set forth by law or in these Articles of Incorporation to be
decided by the General Meeting of Members
Article 14 Convening Meetings
In addition to the regular General Meeting of Members held once every threemonths of the fiscal year, Extraordinary General Meetings may be convened asnecessary.
Article 15 Convocation to Meetings
1 Except where otherwise set forth by law, General Meetings of Members shall be
convened by the Chairman based on the decision of the Board of Directors.
2 When convening a General Meeting of Members, members must be informed inwriting, at least two weeks prior to the meeting, of the meeting date and time,location, and purpose.
Article 16 Meeting Chair
The role of Chair of the General Meeting of Members shall be filled by the Chairman.
Article 17 Voting Rights
One vote within the General Meeting of Members shall be granted to each delegate.
Article 18 Resolutions
1 Except where otherwise set forth by law or the Articles of Incorporation,
resolutions of the General Meeting of Members shall be decided by a majority ofdelegate votes, where a majority of delegates with voting rights in the General
Meeting of Members are in attendance.
2 Regardless of the preceding paragraph, the following resolutions shall be decided
by a two-thirds vote of delegates, where a majority of delegates with voting rights in
the General Meeting of Members are in attendance.
1) Member exclusions
2) Dismissal of auditors
3) Changes to Articles of Incorporation
4) Dissolution5) Mergers or total transfer of business6) Other items as set forth by law
Article 19 Exercising Proxy Voting Rights
1 Delegates who cannot attend the General Meeting of Members for unavoidable
reasons may grant proxy voting rights to another delegate.
2 The preceding paragraph may only be applied when the delegate to whom proxyvoting rights are entrusted is in attendance at the General Meeting of Members inquestion.

Article 20 Meeting Minutes
Minutes of the General Meeting of Members shall be kept as set forth by law.
Article 21 Reporting to Members
Agenda items and items decided upon in the General Meeting of Members shall bereported to all members.
Section 5 Officers, Etc.
Article 22 Installation of Officers
The Entity shall have the following officers.
Directors: between 20 and 30
Auditors: up to 2
2 One of the directors shall act as Chairman, who shall also be the Representative
Director of the Entity according to the Foundations Act.
Article 23 Appointment of Officers
1 Directors and auditors shall be selected by vote in the General Meeting ofMembers.
2 The Chairman shall be selected from among directors by decision of the Board of
Directors.
3 An auditor of the Entity may not simultaneously serve as a director or Chairman as
set forth in Section 7.
4 Necessary items in regards to selection of officers shall be set forth in these
Articles of Incorporation, as well as in separate rules.
Article 24 Work and Authority of Directors
1 Directors shall make up the Board of Directors, and shall represent the Entity as
set forth by law and in these Articles of Incorporation.
2 The Chairman shall represent the Entity as set forth by law and in these Articles ofIncorporation.
3 The Chairman shall report the status of the Chairman’s work to the Board of
Directors at least twice each fiscal year with intervals of at least four months in
between.
Article 25 Work and Authority of Auditors
1 Auditors shall audit the work of directors and create audit reports as set forth bylaw.
2 Auditors shall request reports on business from directors, and may investigate
work and assets of the Entity.
Article 26 Officer Terms
1 The term of directors shall end at the regularly scheduled final General Meeting ofMembers of the fiscal year within two years of appointment, with reappointments

possible. However, a reappointment of the Chairman is not possible after a
total of four years in office.
2 The term of auditors shall end at the regularly scheduled final General Meeting ofMembers of the fiscal year within two years of appointment, with reappointments
possible.
3 Regardless of the preceding two paragraphs, the terms of directors and auditors
selected to fill vacancies of directors retiring prior to term end shall end with theoriginal term of the predecessor.
4 In the event there are not sufficient numbers of directors or auditors according to
Article 22, directors and auditors shall perform their respective duties even after
retiring from their duties or after their term has expired until replacements havebeen selected.
Article 27 Dismissal of Officers
1 Directors and auditors may be dismissed at any time by vote of the General
Meeting of Members.
2 In the event of dismissal of an auditor, the dismissal must be done by a two-thirds
vote of delegates at a General Meeting of Members at which a majority of delegatesare present.
3 In the event of dismissal per Paragraph 1, directors and auditors must be provide
an opportunity to offer a defense prior to a vote of the General Meeting of Members.
4 The Chairman may be dismissed by vote of the Board of Directors.
Article 28 Compensation
Officers shall not be compensated. However, they may be reimbursed for expenses
incurred in the course of their duties.
Section 6 Board of Directors
Article 29 Board Composition
1 The Entity shall have a Board of Directors.
2 The Board of Directors shall be comprised entirely of directors.
3 Auditors shall attend Board of Directors meetings and express their opinions
when necessary.
4 The President and President-elect may attend Board of Directors meetings andexpress their opinions.
Article 30 Board Authority
The Board of Directors shall have the following duties.
1) Making decisions on the work of the Entity.
2) Supervising directors as they carry out their work.
3) Selecting and dismissing a Chairman.
Article 31 Convening Meetings
1 The Board of Directors meetings are convened by the Chairman.

2 When convening a Board of Directors meeting, each director and auditor shall be
notified at least one week in advance of the meeting as to the meeting date and time,location, and purpose, either in writing or via electromagnetic methods.
Article 32 Meeting Chair
The President shall act as chair of Board of Directors meetings.
Article 33 Voting
1 Votes of the Board of Directors shall be decided by a majority, where a majority of
directors are in attendance and have no particular conflict of interest regarding thevote in question.
2 Regardless of the preceding paragraph, only Board of Directors votes that passresolutions fulfilling the requirements of Article 96 of the Foundations Act shall be
accepted.
Article 34 Meeting Minutes
1 Minutes of Board of Directors meetings shall be kept in accordance with the law.
2 Chairmen and auditors attending Board of Directors meetings shall affix theirsignature and seal to the meeting minutes mentioned in the preceding paragraph.
Section 7 President
Article 35 Establishing a President
The Entity shall have one President.
Article 36 Duties
1 The duties of the President shall be to supervise the Academic Meetings.
2 The President and President-elect shall attend Board of Directors meetings while
in office.
Article 37 Term of Office
The term of office for the President shall begin on the day of appointment and end at
the close of the Academic Meeting over which the President presides.
Section 8 Secretary General
Article 38 Establishing of the Secretary General
The Entity shall have a Secretary General.
Article 39 Duties
The Secretary General shall apportion out Entity duties per the decision of theBoard of Directors.
Article 40 Appointment

1 The Secretary General shall be delegated by the Chairman following the vote of theBoard of Directors.
2 The term of office of the Secretary General shall be one year, with a reappointment
possible.
Section 9 Committees
Article 41 Committees
1 The Entity may create committees required to fulfill responsibilities by thedecision of the Board of Directors.
2 Committee members and Committee Chairs shall be delegated by the Chairman
from among full members, following the vote of the Board of Directors.
Section 10 Accounting
Article 42 Fiscal YearThe fiscal year of the Entity shall begin September 1 of each year and end August 31of the following year.
Article 43 Asset Management and Operation
The Chairman shall manage and operate Entity assets by vote of the Board of
Directors.
Article 44 Business Planning and Budgeting
1 Documents noting the business plans and budgets for the Entity shall be createdby the Chairman prior to the day before the start of the fiscal year. The Board of
Directors shall vote on the documents and report to the General Meeting ofMembers. This shall also be the case for changes to said documents.
2 Regardless of the preceding paragraph, when a budget has not been created forreasons beyond control, the Chairman shall have revenues and expenses based upon
the budget of the year prior until a budget can be created.
3 Revenues and expenses mentioned in the preceding paragraph shall be viewed asrevenues and expenses of the newly created budget.
Article 45 Reporting and Accounting
1 The
Chairman shall create documents regarding business reporting and accounting at
the close of each fiscal year. Said documents shall be audited by auditors andapproved by the Board of Directors.
1) Business reports
2) Supplementary statements to business reports
3) Balance sheets
4) Income statements (net asset accounting statements)
5) Supplementary statements to balance sheets and income statements (netasset statements)
6) List of assets

2 Of the documents listed in the preceding paragraph as being approved, 1, 3, 4, and6 must be approved in a regular General Meeting of members.
3 In addition to the documents listed in Paragraph 1, the following documents shallbe stored in the primary office for five years and made available for general viewing.
Additionally, the Articles of Incorporation and membership roll shall be placed in
the primary office and made available for general viewing.
1) Audit reports
2) List of directors and secretary generals
3) Important documents stating figures providing an overview of theoperational organization and business activities.
Article 46 Distribution of Surpluses
In the event of an account surplus, said surplus shall not be distributed back tomembers.
Section 11 Changes to the Articles of Incorporation and Dissolution
Article 47 Changes to Articles of Incorporation
These Articles of Incorporation may be changed by the vote of the General Meetingof Members.
Article 48 Dissolution
The Entity shall be dissolved by vote of the General Meeting of Members, or forreasons set forth by law.
Article 49 Disposal of Residual Assets
Residual assets held by the company in the event of liquidation shall, upon decisionof the General Meeting of Members, be gifted to a public benefit corporation orsimilar Entity as defined in Article 40, Paragraph 1 of the Special Taxation Measures
Law, where said Entity falls under Article 5, Number 17 of the Public Interest
Corporation Authorization Law.
Section 12 Public Notices
Article 50 Method of Public Notices
1 The Entity shall make public notices electronically.
2 In the case of accident or other circumstance where the electronic public notice ofthe preceding paragraph is not possible, public notice will be given throughpublication in an official journal.
Section 13 Supplementary Rules
Article 51 Delegation to Detailed Regulations
In addition to rules set forth in these Articles of Incorporation, Detailed Regulations
required for the operation of the Entity shall be set forth by vote of the Board of
Directors or the General Meeting of Members.

Section 14 Supplementary Provisions
Article 52 Establishment of Entity
1 The Entity shall be established at the primary office location upon registration of
establishment.
2 In conjunction with the establishment of the Entity, all rights and duties of theJapanese Heart Failure Society, a volunteer society, shall be vested in the Entity.
Article 53 First Fiscal YearThe first fiscal year of the Entity shall begin on the date of establishment of the
Entity and end on August 31, 2015.

Japanese Heart Failure Society Detailed Regulations of the Articles ofIncorporation
Section 1 Secretariat
Article 1 The Secretariat shall be located at the address of the Association for
Supporting Academic Societies (Koishikawa Urban 4F, 5-3-13 Otsuka Bunkyo-ku
Tokyo).
Section 2 Members
Article 2 The Entity shall distribute a newsletter to members.
Article 3 Members may preferentially participate in the various businesses
sponsored by the Entity. Associate members may listen in on these businesses.
Section 3 Selection of Delegates
Article 4 The selection of delegates shall be done by approval of the General Meetingof Members after recommendations from the Board of Directors based on
applications by a Full Member A.
Article 5 When applying for the role of delegate, a Full Member A shall submit thefollowing documents to the Chairman.
1) Delegate Application: the specified application form, which requires
recommendations from two delegates.
2) Curriculum vitae (no specified format).
3) List of accomplishments (no specified format).
Article 6 For reappointments, delegates shall be selected according to items 1) and2) in the preceding Article, though two delegate recommendations shall not be
required.
Article 7 Regardless of the preceding article, elected delegates may be reappointed
one time after the end of their term. They shall thereafter be selected in accordancewith the rules stipulated in Article 3.
Section 4 Selection of Directors and Auditors
Article 8 The Board of Directors shall recommend candidates for directors, whichshall be approved in the General Meeting of Members.
Article 9 The Board of Directors shall recommend candidates for auditors, whichshall be approved in the General Meeting of Members.

Article 10 Selected directors and auditors may be reappointed one time after theirterm of office ends. They shall thereafter be selected in accordance with the rules
stipulated in Article 2.
Section 5 Membership Dues
Article 11 Membership dues for the Entity are as follows.
1) Full Member A: 10,000 yen annually
2) Full Member B: 3,000 yen annually3) Associate Member: 200,000 yen annually per unit
Section 6 Supplementary Rules
Article 12 These detailed regulations may be changed by the vote of the Board of
Directors or the General Meeting of Members.
Article 13 Disputes regarding the interpretation of these detailed regulations shallbe settled by the determination of the Board of Directors. However, items relating tosaid disputes shall be revised promptly.
Section 7 Supplementary Provisions
1. These detailed regulations shall be put into effect from the date ofestablishment of the Entity.
2. Regardless of the regulations set forth in Section 3, Trustees of the JapaneseHeart Failure Society, a volunteer organization, shall be selected as delegatesof the Entity upon establishment of the Entity. However, their term of officeshall end with the regular General Meeting of Members held in 2015.