Medical Care Act

A medical corporation as an association must have a general meeting of members, directors, a board of directors, and auditors.

A medical corporation as a foundation must have councillors, a board of councillors, directors, a board of directors, and auditors.

A general meeting of members may adopt resolutions on particulars provided for in this Act and particulars provided for in the articles of incorporation.

Provisions in the articles of incorporation to the effect that the directors, the board of directors, or other organizations other than the general meeting of members may decide on particulars requiring a resolution of the general meeting of members under the provisions of this Act has no effect.

A medical corporation as an association must keep a list of its members and make necessary changes whenever there is a change in the members.

The president of a medical corporation as an association must hold an ordinary general meeting of members at least once a year.

The president may convene an extraordinary general meeting of members, whenever the president finds it necessary.

When one fifth or more of the total number of members request the convening of an extraordinary general meeting of members by indicating the particulars that are the purpose of the general meeting of members, the president must convene an extraordinary general meeting of members within 20 days from the date of the request; provided, however, that the articles of incorporation may provide for a ratio of less than one fifth of the total number of members.

A notice of convocation of a general meeting of members must be given at least five days prior to the date of such general meeting of members, indicating the particulars to be discussed at such general meeting of members and in accordance with the method prescribed in the articles of incorporation.

At a general meeting of members, resolutions may be adopted only with respect to particulars for which advance notice has been given pursuant to the provisions of the preceding paragraph, except as otherwise provided in the articles of incorporation.

Each member is to have one voting right.

Except as otherwise provided in the articles of incorporation, no general meeting of members may be held and no resolution may be adopted unless a majority of all members are present.

Except as otherwise provided in this Act or the articles of incorporation, the agenda of a general meeting of members is to be decided by a majority of the voting rights of those present, and in case of a tie vote, the chairperson is to decide.

In the case of the preceding paragraph, the chairperson may not participate in the voting as a member.

Any member who is not present at the general meeting of members may vote in writing or by proxy, unless otherwise provided for in the articles of incorporation.

Any member who has a special interest in the resolutions of the general meeting of members may not participate in the voting.

In the event that the directors and auditors are requested by members to explain specific particulars at a general meeting of members, they must provide necessary explanations regarding such particulars. However, this does not apply to cases where such particulars do not relate to the particulars that are the purpose of the general meeting of members or other cases specified by Order of the Ministry of Health, Labour and Welfare as cases where there are justifiable grounds.

The chairperson of a general meeting of members is to be elected at the general meeting of members.

The chairperson of a general meeting of members is to maintain order and organize the proceedings of the relevant general meeting of members.

The chairperson of a general meeting of members may dismiss any person who does not obey the chairperson's orders or who otherwise disturbs the order of the relevant general meeting of members.

The provisions of Article 47-2 (limited to the part other than the items), Article 47-3, paragraph (1) (limited to the part other than the items), Article 47-4, paragraph (3), Article 47-5, Article 47-6 and Article 57 of the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48 of 2006) apply mutatis mutandis to the general meeting of members of a medical corporation. In this case, the term "the following materials (referred to as "reference documents for the general meeting of members, etc." in Article 47-4, paragraph (3))" in Article 47-2 of that Act is replaced with "the business report, etc. under Article 51-2, paragraph (1) of the Medical Care Act (Act No. 205 of 1948)", the term "Ministry of Justice Order" in that Article is replaced with "Order of the Ministry of Health, Labour and Welfare", the term "the following particulars" in Article 47-3, paragraph (1) of that Act and the term "the particulars listed in the items of Article 47-3, paragraph (1)" in Article 47-5, paragraph (1) of that Act are replaced with "the particulars stated or recorded in the business report, etc. under Article 51-2, paragraph (1) of the Medical Care Act and, when those particulars have been corrected, that fact and the particulars before the correction", the term "item (vi) of that paragraph" in Article 47-6 of that Act is replaced with "that paragraph as applied mutatis mutandis with replacement of terms pursuant to Article 46-3-6 of the Medical Care Act", and the term "Ministry of Justice Order" in Article 57, paragraphs (1) and (3) and paragraph (4), item (ii) of that Act is replaced with "Order of the Ministry of Health, Labour and Welfare", and any other necessary technical replacement of terms is to be prescribed by a Cabinet Order.

The persons who serve as councillors are to be as follows:

persons elected as provided for in the act of endowment from among medical care professionals;

persons elected as provided for in the act of endowment from among persons who have knowledge and experience in the management of a hospital, clinic, long-term care health facility, or integrated facility for medical and long-term care;

persons elected as provided for in the act of endowment from among medical care recipients; or

beyond those listed in the preceding three items, persons elected as provided for in the act of endowment.

Any person who falls under any of the following items may not serve as a councillor of a medical corporation:

the corporation;

a person specified by an Order of the Ministry of Health, Labour and Welfare as a person who is unable to execute their duties properly due to a mental or physical disorder;

a person sentenced to a fine or severer punishment pursuant to the provisions of this Act, the Medical Practitioners' Act, the Dental Practitioners Act or any other laws concerning medical affairs specified by a Cabinet Order, and for whom two years have not yet elapsed from the day on which the execution of the sentence was completed or the sentence became no longer applicable; or

except for those who fall under the preceding item, a person who has been sentenced to imprisonment or severer punishment and has completed the execution of the sentence or is no longer subject to the execution of the sentence.

A councillor must not concurrently serve as an officer or employee of the relevant medical corporation as a foundation.

The relationship between a medical corporation as a foundation and its councillors is to be governed by the provisions concerning delegation.

The board of councillors are to consist of a number of councillors that exceeds the fixed number of directors (in the case of a medical corporation approved under the proviso of Article 46-5, paragraph (1), three or more councillors).

Beyond expressing the opinions set forth in Article 46-4-5, paragraph (1), the board of councillors may adopt resolutions only on the particulars provided for in this Act and the particulars provided for in the act of endowment.

Provisions in the act of endowment to the effect that the directors, the board of directors, or other organizations other than the board of councillors may decide on particulars requiring a resolution of the board of councillors under the provisions of this Act are to have no effect.

The president of a medical corporation as a foundation is to hold an ordinary meeting of the board of councillors at least once a year.

The president may convene an extraordinary meeting of the board of councillors whenever the president finds it necessary.

The meeting of the board of councillors are to have a chairperson.

When one fifth or more of the total number of councillors request the convening of a meeting of the board of councillors by indicating the particulars that are the purpose of the meeting, the president must convene a meeting of the board of councillors within 20 days from the date of the request; provided, however, that the act of endowment may provide for a ratio of less than one fifth of the total number of councillors.

Notice of a meeting of the board of councillors must be given at least five days prior to the date of the meeting, indicating the particulars that are the purpose of the meeting and in accordance with the method prescribed in the act of endowment.

At a meeting of the board of councillors, resolutions may be adopted only with respect to particulars for which prior notice has been given pursuant to the preceding paragraph, except as otherwise provided in the act of endowment.

No meeting of the board of councillors may be held and no resolution may be adopted unless a majority of all councillors are present.

Except as otherwise provided in this Act, the agenda of a meeting of the board of councillors is to be decided by a majority of the voting rights of those present, and in case of a tie vote, the chairperson is to decide.

In the case of the preceding paragraph, the chairperson may not participate in the voting as a councillor.

Any councillor who has a special interest in the resolutions of the meeting of the board of councillors may not participate in the voting.

The president must hear the opinion of the board of councillors before the medical corporation takes any of the following actions:

determining or changing the budget;

borrowings (excluding temporary borrowings to be redeemed with the income of the relevant fiscal year);

disposal of important assets;

determining or changing the business plan;

merger and split;

dissolution due to any of the reasons listed in Article 55, paragraph (1), item (ii) out of those listed in Article 55, paragraph (3), item (ii); or

other important particulars concerning the business of the medical corporation as specified in the act of endowment.

With regard to the particulars listed in each item of the preceding paragraph, it may be provided for in the act of endowment that a resolution of the board of councillors may be required.

The board of councillors may express its opinions to the officers, respond to their inquiries, or collect reports from them concerning the status of the business or the status of the property of the medical corporation or the status of the execution of business by the officers.

The provisions of Article 193 of the Act on General Incorporated Associations and General Incorporated Foundations apply mutatis mutandis to the meeting of the board of councillors of a medical corporation. In this case, the term " Ministry of Justice Order" in paragraph (1), (3) and (4), item (ii) of the same Article is replaced with "Order of the Ministry of Health, Labour and Welfare".