International Press-in Association

Constitution
Established 16th February 2007
Amended 3rd August 2010
Amended 22nd June 2017
Amended 25th May 2020

IPA Secretariat
5F, Sanwa Konan Bldg, 2-4-3 Konan,
Minato-ku, Tokyo 108-0075, Japan
Tel. +81-3-5461-1191 Fax +81-3-5461-1192

Constitution
Established 16th February 2007
Amended 3rd August 2010
Amended 22nd June 2017
Amended 25th May 2020

CHAPTER I

General

Article 1 – Name
The name of this Association will be the International Press-in Association, hereafter referred
to as the “Association”. The abbreviation of the Association will be “IPA”.
Article 2 – Office
The Association will be located at 2-4-3 Konan, Minato-ku, Tokyo, Japan.
Article 3 – Branches
The Association may establish Branches based on the resolution of the Board of Directors.

CHAPTER II

Purpose and Activities

Article 4 – Purpose
The Association will have the purposes of advancing the press-in engineering through theinternational cooperation amongst practitioners, project owners and academia, promoting
environmentally-considered construction, and thus contributing to the development ofsociety.
Article 5 – Activities
In order to attain the purposes set out in the preceding Article 4, the Association will be
engaged in the following activities:(1) To encourage information exchange among specialized piling contractors, generalcontractors,

designengineers,

project

owners,material

suppliers,

machinemanufacturers and academia for improving the planning, design and construction ofembedded structures and walls, that is the prime purpose of the press-in engineeringand the Association.
(2) To promote research and development by organizing committees and/or working groupsof engineers and academia from various disciplines that compose press-in engineeringsuch as but not limited to geotechnical engineering, environmental engineering,mechanicalengineering,measuring-surveying-monitoring

engineering,

data

and

information processing.
(3) To compile State of the Art and Practice of press-in engineering and help practicing
engineers solve real-life problems and assist government agencies develop relevant
codes and standards.
(4) To support and hold international conferences, symposia, lectures and seminars related
to press-in engineering.

1(5) To evaluate studies, technologies, and practices related to press-in engineering andaward honors.
(6) To improve public and government awareness of press-in engineering through IPA web
site and publications.
(7) To promote the communication among the members of the Association and theprofessional development of the members.
(8) To perform other activities required to attain the purpose of the Association.

CHAPTER III

Membership

Article 6 – Types of Memberships
Membership will comprise the following three types.
Individual Member:

Individuals who have educational background or professional
experiences related to the press-in engineering and are in favor of
the aims of the Association.

Corporate Member:

Corporations or organizations who are willing to support theactivities of the Association.

Student Member:Students of the universities, colleges, junior colleges or technicalcolleges who are interested in the press-in engineering.

Article 7 - Admittance and dues
1. To become an Individual Member, a Corporate Member or a Student Member, an applicant
shall make all required procedures for admittance and shall be approved by the Board of
Directors.
2. In the case of Corporate Member, any such member shall nominate and file with the
Association an individual who represents such member and exercise its powers (known as"Individual Member Representative of Corporate Member"). Any alteration of such
Representative of Corporate Member shall be filed in the same manner.
3. All members shall pay annual dues as provided for in the Regulations.
4. Annual dues shall be non-refundable for any reason.
Article 8 - Termination of Membership
Membership shall be terminated if any of the following occurs:(1) Withdrawal,(2) Appointment of judicial guardianship, or bankruptcy,(3) Death, court decision of disappearance, or dissolution for Corporate Member,(4) Removal.
Article 9 -Withdrawal
1. A member who desires to withdraw from the Association shall submit its withdrawal form
after having fulfilled any outstanding obligations.
2. Any member may be treated as having withdrawn from the Association if such member
has not paid dues over one year.

2Article 10 – Removal
Any member who disgraces the honor of the Association and commits behaviors contrary to
the purpose of the Association may be removed from the membership of the Association
after the resolution of the Board of Directors.

CHAPTER IV Directors and Auditors
Article 11 - Number of Directors and Auditors
The Association will have the following Directors and Auditors:(1) Directors not less than ten (10) members and not more than thirty (30) members.
(2) Not more than two (2) Auditors.
Article 12 - Election of Directors and Auditors
1. Directors and Auditors will be elected from among the Individual Members (Including
Individual Members Representative of Corporate Member) of the Association by the
resolution of the General Assembly.
2. The Directors will elect one (1) President and not more than five (5) Vice President fromamong themselves.
3. One (1) Executive Director may be appointed from among the Directors by the President
when necessary and approved by the Board of Directors.
4. In the case of vacancy of Directors or Auditors, substitute Directors or Auditors may beelected. In this case Section 1 of the Article 12 shall apply.
Article 13 - Duties of Directors
1. The Directors will discharge their duties as provided below:(1) The President will represent the Association and oversees the affairs of the
Association.
(2) The Vice Presidents will assist the President and, if and when the President is unable
to discharge its duties or is vacant, will discharge the duties of the President in its
place in such order prescribed by the President in advance.
(3) The Executive Director will assist the President and Vice Presidents, and will oversee
the smooth management of the whole affairs of the Association, and discharge duties
assigned to him/her by the resolutions of the Board of Directors.
(4) The Directors other than those specified in the preceding paragraphs will assist the
President and the Vice Presidents and the Executive Director, and perform affairs of
the Association in accordance with the resolution of the Board of Directors.
2. Directors will consider and decide by voting the matters stipulated in Article 18.
3. Directors may not be Auditors at the same time.
Article 14 - Duties of Auditors
1. Auditors shall perform duties as provided below:(1) to audit the status of assets of the Association;(2) to audit the business performed by Directors;(3) to report to the General Assembly any failure to comply with laws, constitution ormaterial unfair practices if such failures or practices are found3(4) to call the General Assemblies to report the matters listed above.
2. Auditors may be present at the meetings of the Board of Directors, and state opinions, but
may not vote thereat.
3. Auditors may not be Directors at the same time.
Article 15 - Terms of office for Directors, Auditors, President, Vice Presidents andExecutive Director
1. The term of office for Directors and Auditors shall be two years.
2. The term of office for the President, Vice Presidents and Executive Director shall be twoyears.
3. A Director or an Auditor may not serve more than five (5) consecutive terms. After the fiveconsecutive term limits, a Director or an Auditor must vacate his/her position at least one
year before seeking reelection. Provided, however, that if a Director is elected to the
President, a Vice President or the Executive Director, the above-mentioned term limit shall
automatically be extended for as long as the Director remains serving as the President, aVice President or the Executive Director.
4. The term of office for Directors and Auditors shall begin at the time of election at theGeneral Assembly.
5. The term of office for the President, Vice Presidents and Executive Director shall begin at
the time of election at the Meeting of the Board of Directors.
6. The term of office for substitute Directors and Auditors shall be the unexpired term ofoffice for the predecessors.
7. Directors and Auditors shall continue their respective offices until the election of thesuccessors irrespective of the termination of their offices or their resignation.
Article 16 - Remuneration of Directors and Auditors
Directors and Auditors can be remunerated on the payment basis stipulated in theRegulations.

CHAPTER V

Meetings

Article 17 - Organization and Convocation of Board of Directors
1. The Board of Directors shall consist of Directors, and the President will preside at themeetings thereof.
2. The meetings of the Board of Directors will be called by the President not less than oncea year. If the President considers necessary, or at the request of not less than one-third of
all Directors showing the purposes of the meetings, Extraordinary Meetings of the Boardof Directors will be held.
3. The Latest Available Past President, as appointed in accordance with the Bylaws, may bepresent at the meetings of the Board of Directors and state opinions, but may not votethereat if he/she is not a Director.
Article 18 - Matters to be resolved by the Board of Directors
1. The Board of Directors will resolve the agenda to be proposed to the General Assembly
and the matters necessary for the management of the Association except those matters
falling within the powers of the General Assembly.

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2. The Board of Directors, by its resolution, may entrust the management of the Association
between meetings of the Board of Directors to the Steering Committee to the extent
authorized by the Board of Directors. The Steering Committee shall consist of the
President, the Latest Available Past President, the President-elect as elected inaccordance with the Bylaws, the Executive Director, the Secretary General and therepresentatives, as appointed in accordance with the Bylaws, of the Standing Committees
which the Board of Directors considers necessary to establish.
3. The Standing Committees will assist the role of the Steering Committee. The Chairs of theStanding Committees will be appointed by the President from among the Directors andapproved by the Board of Directors.
Article 19 - Quorum and Resolution of the Board of Directors
1. The quorum for the meetings of the Board of Directors shall be a majority of Directors,
provided however that any Director shall be deemed to be present if such Director shows
its intents in writing (including but not limited to email) for the matters to be consideredin the meetings.
2. Resolutions shall be adopted by an affirmative vote of a majority of Directors present at
the meetings. If the respective numbers of the affirmative votes and negative votes areequal, the President shall have a casting vote.
Article 20 - Organization and Convocation of General Assembly
1. The General Assembly shall consist of Individual Members specified in Article 6 andIndividual Member Representatives of Corporate Members specified in paragraph 2 ofArticle 7.
2. The Ordinary General Assembly will be called by the President once for each Fiscal Yearwithin two months from the end of such Fiscal Year.
3. The Extraordinary General Assembly shall be held by the call of the President or Auditors,
as the case may be, in each of the following cases:(1) when the President considers necessary;(2) when Auditors consider necessary:(3) when not less than one-twentieth of the Individual Members demand the convocationof the General Assembly showing the agenda to be transacted thereat. In this case,the meeting therefore shall be held within thirty days from the date of such demand.
(4) The President will preside at the meetings of the General Assembly.
Article 21 - Call of General Assembly
All meetings of the General Assembly shall be notified to each member by a notice (including
but not limited to notice by email) or a publication of the Association not less than two weeks
in advance of the time of such meeting showing the date and hours, places and agenda to betransacted thereat.
Article 22 - Quorum and Resolutions
1. The quorum of the General Assembly shall be a majority of all Individual Members andIndividual Member Representatives of Corporate Members, provided however that any ofthem shall be deemed to be present if he/she shows his/her decisions in writing (including
but not limited to email) with respect to the agenda of the meeting.

52. Each Individual Member and Individual Member Representative of Corporate Member will
have one vote, and all transactions will be adopted by a majority of those present at themeeting, unless otherwise provided for the required number of votes for resolutions.
Article 23 - Matters to be resolved by General Assembly
The General Assembly will resolve the following matters:(1) Election of Directors and Auditors;(2) Business plan and budgets of revenue and expenditure;(3) Business report and settlements of report and expenditure;(4) Alteration of Constitution;(5) Transfer into Fundamental Assets;(6) Approval of long-term borrowings;(7) Disposition, mortgaging, pledging or other encumbrance of Fundamental Assets;(8) Dissolution and liquidation:(9) Any other matters as considered necessary by the Board of Directors.
Article 24 – Minutes
All minutes of the General Assembly and the Board of Directors will be prepared by the
President, and will be signed by the President and two representatives present at themeetings and preserved by the President.
Article 25 - Notice of Resolutions of General Assembly
All resolutions will be notified to Members.

CHAPTER VI

Secretariat and Staff

Article 26 - Secretariat and Staff
1. The Association may have a secretariat and paid staff thereof to deal with its affairs.
2. Employment and dismissal of staff members will be made by the President with theresolution of the Board of Directors.
3. Organization and other matters related to the Secretariat will be determined separately.
4. One (1) Secretary General will be appointed by the President.

CHAPTER VII

Assets and Accounting

Article 27 – Assets
The Assets of the Association shall be divided into the following two kinds.
Fundamental Assets: Assets resolved to be included as such by the General Assemblies.
Operating Assets:

Assets consisting of income from membership fees, profits
generated from business activities, benefits derived from assets,
donations and properties other than fundamental assets

Article 28 - Restrictions to Disposition of Fundamental Assets
The fundamental Assets may not be disposed of or served as security, provided, however,that part of the same may be disposed of or served as security by the resolution of theGeneral Assembly if it is necessary for the performance of business.

6Article 29 - Fiscal YearThe fiscal year of the Association shall begin on April 1 each year and end on March 31 of thenext calendar year.

CHAPTER VIII

Amendments of Constitution and Dissolution

Article 30 - Amendments of the Constitution
The Constitution may not be altered without an affirmative vote of a majority of
three-quarters of the members present at a meeting of the General Assembly.
Article 31 – Dissolution
The dissolution of the Association may be made by a majority vote of three-quarters of themembers present at a meeting of the General Assembly.
Article 32 - Disposal of Remaining Assets
Disposition of the remaining assets after the dissolution of the Association may only be madeby a majority vote of three-quarters of the members’ presence at a meeting of the General
Assembly.

CHAPTER IX Supplementary Provisions
Article 33 - Enforcement of Constitution
By-laws and regulations that may be required for the enforcement of the Constitution may beprovided by the resolution of the Board of Directors.
Article 34
The Association is organized and existing under the laws of Japan, and if any dispute ordifference of opinion arises relating to the Association or the Constitution, such dispute ordifference of opinion shall be resolved by the consultation among the parties in issue. Should
resolution have not reached by such consultation, then resolution shall be subject to the
exclusive jurisdiction of Tokyo District Court of Japan.
Additional ProvisionThis Constitution shall take effect as of 16th February 2007.

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