National Health Insurance Act

The matters listed in the following items must be determined through a Society meeting:

changes to the Society's constitution;

obtaining a loan and the method thereof as well as the interest rate and the method of reimbursement of said loan;

budget for income and expenditure;

settlement of accounts;

contracts which will place a burden on the Society other than those prescribed by a budget;

dispositions of a reserve or any other important property;

filing and settling lawsuits;

in addition to the matters listed in the preceding items, matters specified by the Society's constitution as those which require resolution by a Society meeting.

A resolution on any of the matters listed in items (i), (ii) and (vi) of the preceding paragraph (in the case of the matters listed in items (i) and (ii) of the same paragraph, excluding changes to the Society's constitution pertaining to an expansion of the district of said Society which will continue to exist after a merger in order to include as part of its district that of another Society which will be dissolved as a result of the merger, and other matters specified by Ordinance of the Ministry of Health, Labour and Welfare) shall not become effective without the authorization of the prefectural governor.

The provisions of Article 17, paragraphs (3) and (4) shall apply mutatis mutandis to the authorization set forth in the preceding paragraph with respect to changes to the Society's constitution pertaining to an expansion of the district of said Society.

When a Society decides on the matter listed in paragraph (1), item (iii) or any of the matters specified by Ordinance of the Ministry of Health, Labour and Welfare as set forth in paragraph (2), it must promptly notify the prefectural governor thereof.

Directors must, pursuant to the provisions of a Society's constitution, convene an ordinary Society meeting once annually.

When a Society meeting member requests, upon the consent of no less than one-third of the fixed number of Society council members, the convocation of a Society meeting by submitting a document stating the subject matter of such meeting and the reasons for such convocation to said Society, the directors must convene an extraordinary Society meeting within twenty days from the day of such request.

Each Society member shall have the right to make a single vote in elections and on resolutions.

When voting on the relationship between a Society and a specific Society meeting member, said Society meeting member shall have no voting right.

A Society meeting may inspect documents concerning the Society's affairs, may request reports from directors or auditors, or may inspect the management of affairs, the execution of decisions, or revenue and expenditure of the Society.

A Society meeting may have a person appointed from among the Society council members carry out any of the matters under authority of the Society meeting as set forth in the preceding paragraph.

The provisions of Article 78 of the Act Concerning General Corporations and General Foundations (Act No. 48 of 2006) shall apply mutatis mutandis to a Society.

A Society shall be dissolved for any of the reasons listed in the following items:

a decision by the Society meeting;

the occurrence of a reason for dissolution set forth in the Society's constitution;

a dissolution order issued pursuant to the provisions of Article 108, paragraph (4) or (5);

a merger.

Dissolution of a Society for the reason listed in item (i) or (ii) of the preceding paragraph must obtain authorization of the prefectural governor pursuant to the provisions of Ordinance of the Ministry of Health, Labour and Welfare.

The residual assets of a dissolved Society shall be vested in the person, if any, designated by its constitution.

When the Society's constitution fails to designate any person with whom rights should be vested, or fails to provide the means by which to designate such person, the directors may, with the permission of the prefectural governor, dispose of the assets of the Society for any purpose which is similar to that of said Society; provided, however, that this must require a resolution made at a Society meeting.

Any asset which is not disposed of pursuant to the provisions of the two preceding paragraphs shall be vested in the national treasury.

A dissolved Society shall be deemed to continue to exist to the extent of the purpose of its liquidation, until the conclusion of its liquidation procedure.

When a Society has been dissolved, the directors shall become liquidators, except in the cases of a dissolution effected pursuant to a decision for the commencement of bankruptcy proceedings; provided, however, that this shall not apply if it is otherwise specified in the Society's constitution or if persons other than the directors have been appointed as liquidators at a Society meeting.

When there are no persons who qualify as liquidators pursuant to the provisions of the preceding Article or when any damage is likely to occur due to a vacancy in the position of liquidators, the court may appoint a liquidator(s) at the request of an interested person or a public prosecutor, or by the court's own authority.

When any material grounds exist, the court may dismiss a liquidator at the request of any interested person or a public prosecutor, or by the court's own authority.

Except in the case of a decision for the commencement of bankruptcy proceedings or in the case of a dissolution order issued pursuant to the provisions of Article 108, paragraph (4) or (5), a liquidator must provide notification of their name and domicile and the cause and date of said dissolution to the prefectural governor.

A liquidator who assumes office in the course of liquidation must provide notification of their name and domicile to the prefectural governor.

The provisions of the preceding paragraph shall apply mutatis mutandis to any liquidator who assumes office as a result of a dissolution order issued pursuant to the provisions of Article 108, paragraph (4) or (5).

The duties of a liquidator shall be as follows:

the conclusion of current business;

the collection of debts and the performance of obligations;

the delivery of residual assets.

A liquidator may perform any and all acts in order to perform the duties listed in the items of the preceding paragraph.

A liquidator must, within two months from the day of assuming office and by giving public notice on at least three occasions, demand that the relevant creditors file their claims within a stated period. In this case, such notice period may not be less than two months.

The public notice set forth in the preceding paragraph must include a statement to the effect that any claim of a creditor shall be excluded from the liquidation procedure unless said creditor files such claim within the stated period; provided, however, that the liquidator may not exclude any known creditor.

The liquidator must make a demand to each known creditor to file said creditor's claim.

The public notice set forth in paragraph (1) shall be effected by publication in the Official Gazette.

Any creditor who files a claim after the passing of the period set forth in paragraph (1) of the preceding Article shall be entitled to file a claim only with regard to the assets which, after all debts of the Society have been paid off, have not yet been delivered to the persons with vested rights.

The dissolution and liquidation of a Society shall be subject to supervision of the court.

The court may, by its own authority, conduct any inspection necessary for the supervision set forth in the preceding paragraph.

A court supervising the dissolution and liquidation of a Society may seek the opinion of, or commission an investigation from a government agency supervising the operations of such Society.

The government agency set forth in the preceding paragraph may state its opinion to the court set forth in the same paragraph.

Upon conclusion of a liquidation procedure, the liquidator must notify the prefectural governor thereof.

Cases concerning the supervision of the liquidation of a Society, and its liquidators, shall be under the exclusive jurisdiction of the district court which has jurisdiction over the location of the principal office of such Society.

No appeal may be entered against a judicial decision on the appointment of a liquidator.

In cases where the court has appointed a liquidator(s) pursuant to the provisions of Article 32-5, the court may specify the amount of remuneration to be paid by the Society to such liquidator(s). In this case, the court must hear statements from such liquidator(s) and the auditors.

The court may appoint an inspector(s) to conduct necessary investigations for the supervision of the dissolution and liquidation of a Society.

The provisions of the preceding two Articles shall apply mutatis mutandis to cases where the court has appointed an inspector(s) pursuant to the provisions of the preceding paragraph. In this case, the phrase "such liquidator(s) and the auditors" in the preceding Article shall be deemed to be replaced with "the Society and its inspector(s)".

Any merger of a Society must be subject to a resolution to such effect at a Society meeting.

In cases where Societies have merged together, the Society newly incorporated through the merger or the Society surviving the merger shall succeed to the rights and obligations of the Society or Societies extinguished through said merger (including the rights and obligations which said Society or Societies have in relation to their respective national health insurance services based on the permission, license, approval or any other disposition by an administrative agency).

Deleted.

In addition to what is provided for in this Chapter, necessary matters concerning the management of a Society, retention of its assets and other aspects of a Society shall be prescribed by Cabinet Order.