Japan-America Society Bylaws

(November 17, 2015)

ARTICLE I
The name of this organization shall be HEART OF AMERICA JAPAN-AMERICA SOCIETY with
headquarters in Kansas City, Missouri.
ARTICLE II
Purpose
SECTION 1. The Heart of America Japan-America Society was founded and is operated for the exchange
and understanding of social, cultural and educational concepts between Japan and the United States and
their peoples. It is a non-profit, non-political, membership organization which strives to promote friendly
relations between individuals of the two nations.
SECTION 2. It shall be a purpose of the Society to establish a Scholarship Fund to promote social,
cultural and educational interchange between Japan and the United States.
SECTION 3. It shall be a purpose of the Society to maintain and promote a Student Ambassador Program
with the city of Kurashiki, Japan. The program, its guidelines, and administration will be handled by the
Society.
SECTION 4. The Society is organized exclusively for charitable, educational, religious or scientific
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
ARTICLE III
Membership
SECTION 1. Membership in this Society is open to all who have a sincere interest in the purposes of the
Society. The Society is not a closed organization; however, if any member, through his or her actions,
shall discredit the Society or use the name of the Society without the express permission of the Board of
Directors for his or her own personal gain, that individual shall be suspended from the membership of said
Society upon a two-thirds vote of the Board of Directors.
SECTION 2. There shall be the following classes of membership in the Society:
(a) Individual membership: Defined as a membership of one person. This membership type shall have
one vote.
(b) Family membership: Defined as two or more individuals who consider themselves a family. This
membership type shall have two votes, regardless of the number of family members. At least two family
members must be present at a meeting to cast both votes.
(c) Corporate membership: Defined as membership by a corporation, association, partnership, or limited
liability company. This type of membership shall have one vote. Such vote shall be cast by an individual
designated by the corporation, association, partnership, or limited liability company. Each such entity shall
make a designation of such designee in writing, which shall be effective upon delivery to the Secretary of
the Society and shall remain effective until revoked in a writing delivered to the Secretary of the Society.
(d) Student membership: Defined as an individual who is in high school or college. This membership type
shall have one vote.
(e) Sister-city membership: Defined as an individual or family who is resident of Kurashiki, Okayama,
Japan (or the nearby area). Because sister-city members are not easily able to participate in our

programs, this membership types dues may vary and may be paid on a different cycle than other
memberships.
(f) Honorary membership: Conferred upon persons who, in the sole judgment of the Board of Directors,
have made notable contributions to the purposes of the Society. Such honorary membership shall have
no voting rights.
(g) Life membership: Conferred by the Board of Directors upon nomination by a Board Member, of a
person worthy of the honor and who meets at least two of the following categories of service: Be a
member of the society for at least 15 years, made outstanding contributions to the aims and welfare of the
Society, served as a member of the Board of Directors or has been an officer of the association at least
two years and/or contributed substantially to the financial welfare of the Society. A life member shall have
one vote, or in the case of a couple or family who has received life membership two votes.
(h) The Board of Directors shall have the authority to determine the classes of memberships and dues
applicable to each class of membership, in such amounts as the Board shall, from time to time deem
necessary and appropriate. Notice of any change in the dues applicable to any class of membership shall
be included in any notice of any meeting of the membership.
SECTION 3. Membership in this Society is not transferable or assignable.
ARTICLE IV
Dues
SECTION 1. Dues reflect membership for the calendar year.
SECTION 2. Dues shall be delinquent as of March 1st, and members whose dues remain unpaid shall not
be entitled to vote.
ARTICLE V
Meetings
SECTION 1. Regular Society meetings and events will be held monthly unless otherwise determined by
the Board of Directors. Written or printed notice stating the place, day and hour of any meeting of
members shall be delivered either personally, by mail or via electronic means (such as email), to each
member entitled to vote at such meeting, not less than five or more than forty days before the date of
such meeting. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United
States mail, addressed to the member at his address as it appears on the records of the Society, with first
class postage thereon paid.
SECTION 2. The Board of Directors shall regularly meet not less than eight (8) times a year, at such
times and places as it may determine. The first regular meeting of the new Board of Directors shall be
held prior to January 15th.
ARTICLE VI
Officers
SECTION 1. The Officers of this Society shall be the President, 1st Vice President, 2nd Vice President,
Secretary, and Treasurer. These officers shall serve for a one-year term commencing the 1st of January.
SECTION 2. Election shall be held at the regular meeting in November. If there is but one candidate for
office, the vote shall be by voice; if there is more than one candidate for office, the vote shall be by secret
ballot. A majority vote prevails. All officers must be members in good standing of the Society with dues
paid in full for the year of their election and their year in office.

SECTION 3. The 1st Vice President shall act as President in the event of the absence or inability to serve
of the President. The 2nd Vice President shall act as President in the event of the absence or inability to
serve of the President and the 1st Vice President.
SECTION 4. The Treasurer shall cause all funds of the Society to be deposited in the name of the Society
in one or more bank accounts designated by the Board of Directors. All checks and withdrawals shall be
signed by the Treasurer and/or such other persons as the Board shall designate. All contracts on behalf of
the Society shall be entered into by the President and/or such other persons as the Board shall designate.
ARTICLE VII
Board of Directors
SECTION 1. The Board of Directors shall be the governing body of the Society. It shall consist of the
President, 1st Vice-president, 2nd Vice President, Secretary and Treasurer of the Society, as elected by
the members of the Society, three (3) additional directors elected by the members of the Society, and the
immediate past President of the Society; provided, the immediate past President shall serve on the Board
of Directors, as immediate past President, only during the one (1) year immediately following that
persons term as President of the Society; further provided, if the position of immediate past President on
the Board of Directors cannot be filled because there is no eligible candidate, refusal of an eligible
candidate to serve, or any other similar reason, then the newly elected Board may designate another
person to serve as the 9th Director or may decide to leave that directorship unfilled. No person shall
simultaneously hold more than one (1) position on the Board of Directors. No person shall serve on the
Board of Directors for longer than six consecutive years; provided, this limitation shall not apply to a
person serving on the Board of Directors as immediate past President of the Society. Any interim vacancy
on the Board shall be filled by the Board itself.
SECTION 2. The President shall preside at all meetings of the Board of Directors. Any decision of the
Board must be by majority vote of all Directors.
SECTION 3. One or more Directors may participate in a regular or special meeting of the Board of
Directors by, or conduct the meeting through the use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting. A Director participating in
a meeting by this means is deemed to be present in person at the meeting.
SECTION 4. Any member of the Board of Directors absent from three consecutive meetings of the Board,
without permission from the President, may, by a vote of the Board of Directors, be held to have resigned
from the Board.
ARTICLE VIII
Quorums
A quorum of this Society shall consist of 20 voting members. A quorum of the Board of Directors shall
consist of 5 members of said Board.
ARTICLE IX
Nominations
The Board shall appoint a Nominating Committee of no fewer than 5 members at least 2 of these from
the Board of Directors and at least 3 from the membership at large no later than the regular September
meeting.
The Nominating Committee shall submit one name for each office and directorship with additional
nominations to be accepted from the floor prior to voting. The Nominating Committee's report will be sent
to all members.

ARTICLE X
Amendments
Subject to the provisions of Article III, Section 2 (h), the Articles of Incorporation (Articles) and Bylaws may
be amended, or repealed and new bylaws may be adopted by a two-thirds vote of the members present
at a meeting of the members, if a quorum, provided that at least 5 days written notice has been given of
intention to amend, or repeal or to adopt the new Article or Bylaw at such meeting.
ARTICLE XI
Outside Activities
No outside project shall be sanctioned by the Japan-America Society unless it has a direct connection
with the stated purposes of the Society and has been approved by the Board of Directors.
ARTICLE XII
Audit
An annual audit of the Treasurer's accounts of the Japan-America Society shall be completed by
February 15th by an Audit Committee appointed by the newly elected Board of Directors.
ARTICLE XIII
Committees
SECTION 1. The standing committees of the Society and their members shall be determined by the
Board each January and may include the following: Audit, Bazaar, Budget, Bylaws, Communications,
Corporate Membership, Hospitality, Japan Festival, Kurashiki Friendship Delegation, Loose Park
Japanese Garden Cleanup, Membership, Nominating, Program, Scholarship, Sister City, and Student
Ambassador. At least one member of each committee shall be a Board member.
SECTION 2. Ad Hoc committees of the Society and their members may be appointed from time to time by
the Board at its discretion. At least one member of each committee shall be a Board member.
SECTION 3. The President shall be an ex-officio member of all committees except the Nominating and
Audit committees. The President shall not appoint him or herself as either a member of the Nominating
Committee or as a member of the Audit Committee.
SECTION 4. If desired, the Board may organize an Advisory Committee, the members of which shall not
be members of the Board of Directors.
ARTICLE XIV
Fiscal Year
The fiscal year of the Society shall begin on the first day of January and end on the last day of December
in each year.
ARTICLE XV
Scholarship Fund
SECTION 1. The Scholarship Fund established by the Society will be accounted for separately from the
General Fund and will be used only for the purpose defined in Article II of these Bylaws.
SECTION 2. The Scholarship Fund shall consist of monies appropriated from the General Fund of the
Society plus gifts specified for this purpose by individuals and/or other organizations. The Scholarship
Fund shall be disbursed at the discretion of and in an amount to be determined annually by the Board of
Directors.

ARTICLE XVI
Dissolution
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provisions for the
payment of all the liabilities of the Society, dispose of all the assets of the Society exclusively for the
purposes of the Society in such manner, or in such organization or organizations organized and operated
exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an
exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or
the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors
shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas
of the county in which the principal office of the Society is then located, exclusively for such purposes or
to such organization or organizations, as said court shall determine, which are organized and operated
exclusively for such purpose.