Advanced Accelerator Association Promoting Science & Technology (AAA)
Constitution and Bylaws

Constitution

Chapter I --- General Provisions

Article 1 --- Name
This organization shall be known as the Advanced Accelerator Association Promoting Science & Technology ("AAA" or the "Association").

Article 2 --- Objectives
The objective of the Association shall strive in facilitating Industry-Government-Academia collaboration, not only to obtain scientific findings in the field of particle physics but also in promoting and seeking various industrial applications of advanced proton accelerators and technologies derived from research and development (R&D) activities on such accelerators, with the International Linear Collider (ILC) as its core project. The Association shall aim to:
(1) exploit the "intellectual horizon" of humanity on various research fields such as space, elementary particles, material and life science,
(2) take new measures on new global-level assignments in the fields such as medical applications, energy and environment, and
(3) strengthen international competitiveness in advanced science and technology,
all in consonance with the Constitution and Bylaws of the AAA and with special attention to such aims within the field of interest of the Association, as hereinafter defined.

Article 3 --- Scope
The Association shall devote itself to accomplish objectives as listed above. Areas of activity shall include but not be limited to the following:
(1) Promoting Industry-Government-Academia collaboration on superconducting accelerators, and investigating and discussing industrial applications of advanced accelerators and technologies derived from such accelerators.
(2) Gaining supports and understandings from general public in ILC by outreaching and diffusing possibilities of next generation advanced basic science development and significant effects advanced accelerator technologies may bring to the society as a whole.
(3) Discussing proper ways to handle intellectual properties upon conducting large-scale international collaborative research and development (R&D) activities.
(4) Any necessary conducts to accomplish the objective of the Association.

Chapter II --- Membership

Article 4 --- Membership
1. The Association shall be consisted of members who have fully agreed to abide by the AAA Vision, Constitution and Bylaws, and indicated in accordance with procedures established by Committee their desire to join the Association. Membership in the Association shall be available to organizations professionally engaged in research and technology of advanced accelerators.
2. The Membership of the Association shall consist of the following two classes: General and Institutional (Membership for universities, public institutions and organizations).
3. The Membership dues are subject to the applicable AAA rules and regulations.

Chapter III --- Board of Directors and Administrative Secretariat

Article 5 --- Officers
The Association shall be governed by the Board of Directors, which shall have general charge of the affairs of the Association.
Composition: The Board of Directors shall consist of a Chair, Directors and an Auditor.

Article 6 --- Administrative Secretariat
1. The site of the Administrative Secretariat (the Association Headquarters) shall be located in Tsukuba, Ibaraki, Japan.
2. The Administrative Secretariat shall be managed by a Secretary-General and Deputy Secretary-General on site, appointed by the Chair.
3. The Administrative Secretariat shall appoint a Secretary-Treasurer for the Association who manages Membership dues in accordance with the AAA policies and subject to the provisions of the Association Constitution and Bylaws and to any special limitations that may be imposed by the Board of Directors.

Article 7 --- Advisors
Unless otherwise specified in these Constitution and Bylaws, and subject to approval by the Board of Directors, the Chair shall appoint or reappoint Advisors for the Association.

Article 8 --- Election of Officers
1. Unless otherwise specified in these Constitution and Bylaws, Directors and an Auditor shall be elected or appointed from all of whom must be members of the Association at the time of General Meeting as specified herein and in the Constitution and Bylaws. No Auditor shall serve as a Director concurrently.
2.The Chair shall be nominated from the Board of Directors first, then officially elected or appointed by members of the Association at the time of General Meeting in accordance with the AAA Constitution and Bylaws. The Chair election may be inconsistent with these Constitution and Bylaws at the time of incorporation of the Association.

Article 9 --- Duties of Officers
1. The Chair shall execute on behalf of the Association. The Chair shall be the principal Director of the Association and shall in general supervise all of the affairs of the Association and be responsible for the operation of the Administrative Secretariat.
2. The Board of Directors shall consist of a Chair, Directors and an Auditor. The Chair, Directors and Auditor shall be responsible for carrying out the policies and directives adopted or approved by the Board of Directors. The Chair, Directors and Auditor shall perform the duties prescribed by these Constitution and Bylaws, by the parliamentary authority adopted by the Association where it does not conflict with the Constitution and Bylaws, or as may be provided by the Board of Directors from time to time. Some of the duties of this office may be delegated, if so authorized by the Board of Directors.
3. The Auditor shall oversee all the activities and financial records of the Association. The Auditor shall perform the duties prescribed by these Constitution and Bylaws, by the parliamentary authority adopted by the Association where it does not conflict with the Constitution and Bylaws, or as may be provided by the Board of Directors from time to time. Some of the duties of this office may be delegated, if so authorized by the Board of Directors.

Article 10 --- Term of Officers
The terms of office of the Board of Directors shall be two years. An individual shall be eligible for reelection; s/he may be reelected or reappointed to two or more successive terms to serve as an Officer.

Chapter IV --- Meetings

Article 11 --- Types of Meetings
1. The Association may hold three types of Meetings; General Meeting (Annual Meeting of All Members), Board Meeting and Committee Meeting.
2. The Association may establish a Group, subject to approval by the Board of Directors.

Article 12 --- General Meeting
1. The Association may hold two types of General Meetings; Regular and Extraordinary.
2. A Regular General Meeting shall be held annually at such time and date, within two months after the end of a fiscal year, as shall be determined and called by the Board of Directors.
3. An Extraordinary General Meeting, for any purpose or purposes, may be called by the Chair or the Board of Directors, or shall be called by the Chair at the request by a two-thirds (2/3) of the total number of members entitled to be cast at such Meeting. Subject matter(s) of the Meeting must be presented at the request for such Meeting. Unless otherwise determined by the Board of Directors, a Meeting shall be held within thirty days following a call for such Meeting in accordance with procedures adopted by the Board of Directors.
4. Proceedings of a Meeting, not limited in accordance with the AAA Constitution and Bylaws, thereto may be adopted by a one-half (1/2) vote of the attending Association members.
Every member may take an action in writing with respect to the subject matter(s) thereof, or authorize the Chair to act for such member by proxy, in case of absence to a General Meeting if consent in writing shall be adopted by the Board of Directors in advance.

Article 13 --- Board of Directors
1. The Board of Directors shall consist of a Chair, Directors and an Auditor. A Meeting for the Board of Directors shall be called by the Chair or at the request by a one-half (1/2) of the total number of the Board of Directors.
2. Unless otherwise specified in these Constitution and Bylaws, the Board of Directors shall have the power and authority to:
　 a. manage, regulate and govern affairs of the Association,
　 b. present agenda(s) for a General Meeting,
　 c. determine adopted policies and changes therein,
　 d. take action without a Meeting when and if appropriate in circumstances of emergency, and
　 e. take actions and measures on other subject matters.
3. The action(s) prescribed in the Item d of the preceding Section shall be approved at the next General Meeting if conducted.
4. Proceedings of the Board Meetings may be approved by a one-half (1/2) vote of the attending Association members.
5. Every member of the Board of Directors may take an action in writing with respect to the subject matter(s) thereof, or authorize the Chair to act for such member by proxy, in case of absence to a Board Meeting if consent in writing shall be adopted by the Board of Directors in advance. An individual is assumed to be present at the Meeting in this circumstance.

Article 14 --- Advisory Committee
The Advisory Committee shall consist of the Association members commissioned by the Chair. Members of the Advisory Committee shall have the right to speak in regards to the management of the Association.

Chapter V --- Finances

Article 15 --- Fiscal Year
The fiscal year of the Association shall commence on April 1 and end on March 31 in the following year.

Article 16 (Authorization of Expenditures and Management of Budgets)
Expenditures shall be authorized by Secretariats in accordance with decisions made at a General Meeting. The Secretary-Treasurer shall oversea the finances of the Association, including, but not limited to, managing such budgets and funds.

Chapter VI --- Amendment of Constitution and Bylaws

Article 17 --- Amendment of Constitution
These Constitution and Bylaws may be altered, amended, or repealed only by a two-thirds (2/3) vote of the Association members at a General Meeting.

Article 18 --- Designation of Bylaws
Unless otherwise specified in these Constitution and Bylaws, and subject to approval by the Board of Directors, a new Bylaw or an amendment necessary to govern the Association may be introduced by the Chair.

Article 19 --- Enforcement of Constitution and Bylaws
These Constitution and Bylaws shall take effect on June 11, 2008.

Bylaws

Chapter I --- Membership Dues

Article 1 --- Objective
These Bylaws specify subject matters provided in Chapter IV of the Constitution.

Article 2 --- Membership Dues
The annual dues for all classes of Membership shall be fixed as follows:
General Member: 100,000 Yen
Institutional Member: none

Article 3 --- Method of Dues Payment
1. The annual dues shall be paid by bank transfer to the account specified by the Secretary-Treasurer.
2. Any fees and charges such as a bank transfer fee(s) accrued upon payment of Membership dues shall be covered by each member.

Chapter II --- Government of Standing Groups

Article 1 --- Objective
These Bylaws specify subject matters provided in Chapter IV, Article 11, Section 2 of the Constitution.

Article 2 --- Standing and Members
1. The Association shall have the following standing Groups to promote its objectives:
　a. Technology Study Group: promotes Industry-Government-Academia collaboration on superconducting accelerators, and investigates and discusses industrial applications of advanced accelerators and technologies derived from such accelerators.
　b. Outreach Group: gain supports and understandings from general public in ILC by outreaching and diffusing possibilities of next generation advanced basic science development and significant effects advanced accelerator technologies may bring to the society as a whole.
　c. Intellectual Property Study Group: discusses proper ways to handle intellectual properties upon conducting large-scale international collaborative research and development (R&D) activities.
d. Large Project Study Group: studying cases of assignments, tasks and processes towards realization of a large project(s).
Group shall consist of all of whom must be members in good standing of the Association.
2. Members of a Group may consist of people with relevant knowledge and experiences, according to the nature and type(s) of a conduct(s).
3. Every Head of a Group shall in general supervise all of the affairs of the Group.

Article 3 --- Working Groups
1. A Working Group(s) (WG) shall be established under each of the following Groups: Technology Study Group, Outreach Group and Intellectual Property Study Group.
2. A Working Group may be established, subject to approval by the Head of Group.
3. A Working Group shall be governed by members specified in Article 2 of these Bylaws.