of The Arizona Association Of Teachers Of Japanese
(As Amended August 20, 2008)
Article I. Name.
The name of this organization shall be called the Arizona Association of Teachers of Japanese with the official abbreviation AATJ.
Article II Purpose.
The purpose of this Association shall be to promote interest in and improve the quality of instruction of Japanese at all levels in the state of Arizona; to provide for the professional/educational growth of the membership; to provide a common organization to promote the mutual interests of all persons interested in the teaching of Japanese language and culture in the State of Arizona; and to provide resources, information, and education to the public concerning the teaching of Japanese language and culture in the State of Arizona.
Article III. Officers.
The officers of the Association shall be a President, a Secretary/Treasurer, and a Newsletter Editor.
Article IV. Board of Directors.
- The Board of Directors (“Board”) shall consist of the officers of the Association.
- The President shall serve as Chairperson of the Board and shall designate the time and place of Board Meetings and send notice to Board Members.
- The Board shall be the governing body of the Association in the interim between Annual Meetings and shall make policy and administer the affairs of the Association.
Article V. Indemnification of Officers and Directors.
The corporation shall indemnify every Officer and Director or his or her heirs, executors, and administrators against expenses reasonable incurred by him or her in connection with any action, suit, or proceeding to which he or she may be a party by reason of his or her being, or having been a Director of Officer of the corporation except in relation to matters as to which he or she shall be finally adjudged in such action, suit, or proceeding to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement to which corporation is advised by counsel that the person to be indemnified did not commit such a breach of duty. This right of indemnification shall not be exclusive of other rights to which he or she may be entitled. As used in this Article, expenses shall include amounts of judgments, penalties, or fines rendered of levied against such Officer or Director and the amounts paid in settlement by him or her in such settlement shall have been approved by the Board of Directors of the Corporation.
Article VI. Immunity.
Any person who serves as an Officer or as a Director, or who serves in an advisory capacity to the Association or its Board of Directors shall be immune from civil liability and shall not be subject to suit, directly or by way of contribution from any act or omission resulting in damage or injury, if such person was acting in good faith and within the scope of his official capacity, unless such damage or injury was caused by willful and wanton or grossly negligent conduct of such person. Nothing in this paragraph shall limit or modify in any manner the duties or liabilities of an Officer or Director, or person serving in an advisory capacity to the Association or the Association’s members. “Official capacity” as used in this paragraph is any decision, act, or event undertaken by the Association in furtherance of the purpose or purposes for which such Association is organized.
Article VII. Collection and Disbursement of Funds.
No part of the net earnings of this corporation shall ever inure to or for the benefit of or be distributable to its members or Officers, or other private persons, except:
- to endow scholarships;
- to stimulate professional growth of members and to encourage their participation in appropriate programs of action;
- to inform the membership of current economic, social, political, and educational issues;
- Board members, officers, and employees may be paid reasonable compensation, as determined by the Board.
In connection with the foregoing, the Board and the Officers have the power to solicit, accept, receive, hold, and administer annual dues, contributions, and other assets received by deed, gift, will, ordinance, statute, purchase, or otherwise; to borrow money and to issue bonds, debentures, notes, and other evidences of indebtedness or obligations from time to time for any lawful corporate purpose, to mortgage, pledge, and otherwise charge any or all of the Corporation’s properties, rights, privileges, and assets to secure the payment thereof; and to purchase, acquire, lease, guarantee, and to otherwise deal with and dispose of property of any nature wheresoever situated, provided, however, that the foregoing purposes and powers shall be accomplished and exercised only for the purposes permitted under Section 509 (a) (2) of the Internal Revenue Code of 1954.
Article VIII. Fiscal Year.
The fiscal year shall be September 1 to August 31.
Article IX. Membership; Classes; Termination.
I. There shall be five classes of membership:
- Active Members shall be persons in the state of Arizona, with interests in the teaching of Japanese, the coordination of Japanese programs, or the preparation of teachers of Japanese whether or not presently employed. They shall receive all communications and publications of the Association and shall have the right to vote and to hold office if they are in good standing.
- Patron Members who wish to contribute a set amount above their annual dues shall have all the rights and privileges of Active members.
- Associate Members shall be persons interested in Japanese teaching. They may include administrators whose major efforts are not directly related to Japanese programs. They shall have all the rights and privileges of Active Members except the rights to vote and to hold office.
- Student Members shall be students currently enrolled in six or more credit hours at either the undergraduate or graduate level who are interested in Japanese language teaching. They shall have all the rights and privileges of Active Members except the right to vote and hold office.
- Exceptional Membership. The board may from time to time grant exceptional membership as it deems appropriate.
II. Dues. Dues for all classes of membership shall be set annually by the Board, and shall include dues for annual membership in the Arizona Language Association (AZLA).
III. Resignation, Suspension, Reinstatement.
- If a member resigns during any fiscal year, his/her dues for the year in which he/she resigns shall be forfeited.
- Any member who fails to pay his/her dues or any indebtedness to the Association by midnight on December 31 of any fiscal year may be suspended at that time by the Secretary/Treasurer, subject to the approval of the Board, and shall no longer be a member in good standing. When any indebtedness to the Association remains unpaid for one full year the member’s name shall be stricken from the rolls.
- A member may be reinstated in good standing by payment of his/her indebtedness for the current year to the Association.
Article X. Annual Business Meeting.
The Annual Business Meeting may coincide with the Arizona Language Association annual conference at a time and place designated by the Board.
Article XI. Nomination and Election of Officers.
- A slate of nominations for Officer(s) shall be prepared, when necessary, prior to the Annual Business Meeting by a Nomination Committee appointed by the President and consisting of two Active members in good standing of the Association in addition to the current Board. The President of the Association shall be the Chairperson of the Nomination Committee. Further nominations may be made from the floor at the Annual Business Meeting by any Active member in good standing of the Association. Current Officers shall count the votes in all elections and make such records of the elections as may be required by the President.
- All persons nominated for office must be Active or Patron Members in good standing of the Association and must indicate their willingness to serve in the capacity for which they are nominated.
- The election of Officers shall take place at the Annual Business Meeting and shall be by secret ballot unless it is unanimously agreed upon by the voting members present that the balloting shall be open. The elected Officers shall take office at the close of the Annual Business Meeting at which they are elected.
- The elected Officers shall be elected by a majority vote of the Active and Patron Members present and voting at the business session of the Annual Business Meeting of the Association, excepting that the Board shall have the power to appoint Officers to fill unexpired terms until the next Annual Meeting when the office will be filled by normal election.
- All the Officers, i.e., President, Secretary/Treasurer, and Newsletter Editor, shall be elected for a term of three years, and although they may not be re-elected for a consecutive term of three years, they may be re-elected at a later time. The term of the office of President shall include a period of one-year as President-Elect. At the completion of one year as President-Elect, the remaining two years of the term shall be served as President.
Article XII. Duties of the Officers.
- The President of the Association shall perform the duties usually connected with such office. He/she shall be Chairperson of the Board; shall act as the official representative and spokesperson of the Association; shall act as statutory agent; and shall bear ultimate responsibility for the conduct of the affairs of the Association. The President shall bear the responsibility for the program of the Annual Business Meeting and is authorized by the Board to sign conference contracts.
- The Secretary/Treasurer shall keep the financial and membership records of the Association, collect the dues, keep an accurate list of the members and their standing, and perform such other duties as may be directed by the Board. He/she shall also keep an account of the Association’s funds and render an annual financial report during the Annual Business Meeting and shall make all necessary disbursements as the Board may direct. The Secretary/Treasurer shall also act as President in the event the President and/or the President-Elect is unable to fulfill his/her duties on any occasion.
- The Newsletter Editor shall act as editor and be responsible for a newsletter and such other publications as the Board may direct. In addition, the Newsletter Editor shall take the minutes of the Annual Business Meeting and of Board meetings, and shall submit a copy of all minutes to Board members within two weeks of the meeting.
Article XIII. Committees.
The President shall have the power to appoint the Chairpersons, designate the scope of, and discharge committees as he/she may deem necessary. Each committee may adopt such rules as are necessary for the orderly conduct of its affairs, subject to the approval of the Board. Committee members shall be appointed by the committee’s Chairperson.
Article XIV. Emergency Meetings, Ratification.
In the event that circumstances require haste the Board may take whatever action it deems necessary, subject to the approval of the voting membership at the next Annual Meeting of the Association.
Article XV. Conduct of Meetings.
- The latest edition of Robert’s Rules of Order, Revised shall be the authority in any question of parliamentary procedure at any meeting of the Association. The President may appoint a Parliamentarian for the Annual Meeting to advise on questions of procedure.
- No meeting of the Board of Directors shall be official, and no action may be taken which binds the Association unless all members of the Board are present.
- No motion, resolution, or other action of the Board will be binding upon the Association unless approved by a two-thirds majority of the Board members.
Article XVI. Amendments.
- Any member of the Board or any member in good standing may petition that the Bylaws be amended. When approved by a two-thirds majority of the Board, the Amendment shall be submitted to the voting membership in a publication of the Association, or during the Annual Meeting, providing that such Amendment shall be included in the program of the Annual Meeting, or by special mailing, as the Board may direct. Approval of an Amendment shall require a majority vote of the members present and voting.
- An Amendment disapproved by the Board may be submitted to the Membership by a majority vote of the members in attendance at an Annual Meeting. It shall stand approved if approved by a two-thirds majority vote of the member in attendance at the next Annual Meeting after submission to the members as provided above.
Article XVII. Enabling Clause.
The By-laws shall be effective immediately upon approval of the incorporation of this body by the State of Arizona, and shall supersede any previous Constitution of the Association. They shall be subject to ratification at the Annual Meeting of the membership.
Fumiko K. Foard (President)
Elizabeth S. Wong (Secretary/Treasurer)
Chieko Yamada (Newsletter Editor)