The name of the organization shall be the General Incorporated Association Asian Dentofacial Sleep Society (ADSS), hereafter referred to as "the Society."
The registered office of the Society will be located in Japan, at a location designated by the Board of Directors.
The Society may establish additional offices within or outside Japan as deemed necessary by the Board of Directors.
The Society is established to advance knowledge and information about sleep, circadian rhythms, sleep health, sleep disorders, and dentofacial development in Asia. The Society promotes scientific and clinical information for clinicians, allied health professionals, researchers, and the public. The Society supports public education, advocacy, and policies related to sleep health and sleep research to improve health and well-being across Asia.
The objects of the Society established are:
The following paragraphs describe the Society organizational structure and governance.
The Governing Council is the principal governing body of the Society and shall serve a two-year term. It shall consist of:
Total Executive Officers: nine (9) voting members.
Each recognized country or region within the geographic scope of the Society shall be entitled to one (1) Governing Council seat and one (1) vote, regardless of the number of societies within that country/region.
All registered societies within a country/region may send non-voting observers to Governing Council meetings. Observers may participate in discussions but shall not vote.
Individuals who have made outstanding contributions may be appointed as Honorary Advisors upon recommendation and approval by the Governing Council.
"Governing Council Voting Members" refers to all individuals who hold voting rights within the Governing Council, including Executive Officers and Country/Region Representatives.
The method by which a country/region selects or appoints its representative is entirely determined by the societies within that country/region. The Society shall not intervene in or regulate internal selection processes.
Each country/region shall formally notify the Society of its designated representative prior to the start of each term.
Country/Region Representatives shall serve a two-year term, renewable without limit unless restricted by their national societies.
If a representative resigns, becomes unable to serve, or is removed by their national societies, the societies of that country/region shall designate a new representative to complete the remainder of the term. The Society shall not influence or prescribe the replacement mechanism.
Each country/region shall have one (1) vote, exercised only by its designated representative.
Each Executive Officer shall have one (1) vote.
Votes must be cast by the designated representative or officer. Proxy voting is not permitted.
In the event of a tie, the President shall cast the deciding vote. If the President is absent or conflicted, the Senior Vice President shall cast the deciding vote.
A quorum shall consist of 50% + 1 of all voting members.
Decision Thresholds for routine matters: simple majority.
No country/region may hold more than one Executive Officer position during the same term.
The election of the Executive Committee shall take place at the first Governing Council meeting of each new term, following the confirmation of all Country/Region Representatives. All voting members of the Governing Council may vote.
Any voting member of the Governing Council is eligible for nomination, subject to the country/region balance rule.
Executive Officers serve a two-year term, renewable for up to three consecutive terms, unless otherwise specified.
Vacancies shall be filled by a vote of the Governing Council for the remainder of the term.
The Society shall maintain the following Standing Committees:
Responsible for scientific direction, research review, and scientific quality.
Responsible for branding, communications, digital presence, and promotional strategy.
The Chair of each Standing Committee shall be elected by the Governing Council from among its own members.
Committee Chairs do not receive additional voting rights unless they already serve as Governing Council members in another capacity.
The Executive Committee may establish Ad-Hoc Committees for specific tasks or projects.
Each Ad-Hoc Committee shall have:
All committees shall submit a written report at each Governing Council meeting. Chairs may request time to present issues or recommendations.
Licensed clinicians, researchers and professionals working in dentofacial or sleep-related fields.
Technologists, allied health professionals, nursing working in dentofacial or sleep-related fields.
Students and trainees with interest in the field.
Applicants shall submit a membership application form and settle the required membership fee. Admission shall be subject to approval by the Membership Committee or the Executive Committee.
Annual dues shall be determined by the Governing Council.
Membership may be terminated by:
"Membership Voting Members" refers to all Professional Members and Allied Health Members in good standing who are eligible to participate in membership-level votes, including electronic ballots.
The Annual General Meeting (AGM) is the primary meeting of the membership and shall be held once per calendar year to:
The AGM serves as the Society's formal accountability mechanism to its members.
The AGM shall be held:
The Executive Committee shall provide at least 30 days' notice to all members via email and/or posted on the Society's official website. The notice shall include:
The standard agenda shall include:
Additional items may be added by the Executive Committee.
A quorum for the Annual General Meeting (AGM) shall consist of at least ten percent (10%) of the total number of Professional Members and Allied Health Members, present either in person or electronically. If quorum is not met, the meeting may proceed for informational purposes, but no binding votes may be taken.
Professional Members and Allied Health Members may vote. Trainee Members may not vote.
Voting may be conducted in person, electronically, or by any secure method approved by the Executive Committee.
Unless otherwise specified in the Bylaws, motions require a simple majority of votes cast.
Bylaw amendments shall not be voted on at the Annual General Meeting (AGM). Proposed amendments shall be presented for information, and the results of the Governing Council vote and the membership electronic ballot shall be announced at the AGM.
Minutes of the AGM shall be prepared by the Secretary, approved by the Governing Council, and made available to all members within 30 days after the AGM.
An Extraordinary General Meeting may be convened:
Notice requirements and quorum rules follow those of the AGM.
Proposed amendments to the Bylaws must be submitted in writing to the Executive Committee at least one (1) month prior to the Governing Council meeting at which they will be considered.
All proposed amendments must comply with Japanese nonprofit law, the Society's mission and objectives, and ethical and professional standards.
A proposed amendment shall be adopted only if it receives:
Approval by at least seventy-five percent (75%) of the Governing Council Voting Members, cast during a duly convened Governing Council meeting.
Following Governing Council approval, the amendment must receive approval by electronic ballot of more than fifty percent (50%) of the total number of Membership Voting Members, defined as the combined total of all Professional Members and Allied Health Members in good standing.
Voting by the Governing Council on proposed amendments shall take place during a duly convened Governing Council meeting.
Membership voting on proposed amendments shall be conducted by secure electronic ballot. The Executive Committee shall determine the voting platform, authentication procedures, and voting period, or by any secure method approved by the Executive Committee.
Approved amendments take effect immediately unless otherwise specified in the amendment text.
The method of public notice of the Society shall be by electronic public notice on the Society's official website.
The fiscal year of the Society shall be from [Month] [Day] to [Month] [Day] of the following year.
The Society may be dissolved only by a resolution adopted by at least three-quarters (75%) of the Governing Council Voting Members at a duly convened Governing Council meeting, followed by approval of more than fifty percent (50%) of all Membership Voting Members through electronic ballot.
Upon adoption of a dissolution resolution, the Society shall comply with all procedures required under the Japanese Act on General Incorporated Associations and General Incorporated Foundations.
In the event of dissolution, any remaining assets shall not be distributed to members but shall be transferred to a nonprofit organization or academic society with similar purposes, as determined by the Governing Council and approved by the competent Japanese authority.
Notice of dissolution shall be published on the Society's official website.