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APRIL 25, 2008

JAPANESE ART SOCIETY OF AMERICA, INC.

PROPOSED NEW BY-LAWS

The Society's existing bylaws, adopted thirty five years ago when the Society had fewer than one fifty members, substantially all of whom lived in and around New York City, do not provide adequate flexibility for governing our organization today. With over four hundred Members, many of whom live outside New York, it is appropriate to update the rules set out in our By-Laws in order to have decision making procedures that facilitate the continued smooth operation of the Society.

With this in mind, the Board authorized a thorough revision of the By-Laws. Copies of both the existing By-Laws and the proposed new By-Laws may be accessed at the Society's website (japaneseartsoc.org). A copy of the proposed new By-Laws, marked to show changes, additions and deletions from the existing By-Laws, is also available online. CHRISTY LAIDLAW, OUR ADMINISTRATIVE SECRETARY, (Japanese Art Society of America, Inc., P.O. Box 665, FDR Station, New York, NY 10150 or japaneseartsoc@yahoo.com) WILL MAIL A COPY OF THESE DOCUMENTS TO ANY MEMBER WHO SO REQUESTS.

Principal changes reflected in the proposed new By-Laws include:

1.    The Society's fiscal year has been changed to the calendar year (Article VIII) but the Membership Year (on which dues payments are based) remains July 1 through June 30 (Article II, Section 1). This change will facilitate the presentation of required recent financial and membership information at the Society's annual meeting. For a number of years, the annual meeting has been held in June and the Treasurer has "estimated" the results for the year ending on the June 30^th that follows the meeting. If our fiscal year ends December 31^st, final, year-end results for the preceding year will be available in the spring and can be presented to the Members at our annual meeting. It will also permit us to schedule the annual meeting earlier in the year, to coincide with Asia Week when many of our out of town members will be in town.

2.    Honorary Members (who are not required to pay dues) will have full voting rights, along with all dues paying Members. Many Honorary Members have served our Society with distinction over the years, making enormous contributions to our growth and success. The Board has determined that to deny them the right to vote on important Society matters is inappropriate.

3.    The provisions covering the Board of Directors have been revamped in a number of respects:

a.    Rather than providing that the Board will consist of nine elected Directors plus the four "Named Officers", Article III, Section 2 provides for thirteen elected Directors. (Officers will be elected from among the Directors, as outlined below.)

b.    Directors are elected for three year terms and may serve up to three, rather than two, consecutive terms, as the current By-Laws provide. (Under the existing bylaws, an individual may serve two terms of three years each as a Director and, in addition, may serve three terms of two years each as an officer. Thus, an individual could serve a total of twelve consecutive years as an officer or Director.) The Board is concerned that the twelve year "maximum" is too great and has determined to reduce the permitted period of service, whether or not consecutive, to nine years. After nine years of service, individuals must remain off the Board for at least two years but, if nominated and elected, may thereafter serve the Society again as officers and Directors. This will encourage Board turnover and the resulting development of new leadership. All of this is set forth in Article III, Section 2. b.

4.    Article IV provides for the election of officers by the Board rather than the Members. A provision has been added making it clear that the "Named Officers" (the President, the Vice President, the Secretary and the Treasurer) must be elected from among the Board members. Typically, officers are elected by the Board of Directors of larger organizations because the Board has greater familiarity with the individuals whose service as officers will be most beneficial to the organization. This is even more appropriate with a large membership, many of whom are unfamiliar with all of the Directors from among whom the officers will be chosen.

5.    Under the existing By-Laws, the approval of two thirds of the Members is required for any amendment to the By-Laws. This is an extraordinarily high threshold for By-Law amendments and, in the view of the Board, could prevent the adoption of important amendments in the future. Article X of the proposed new By-Laws permits the Board, as well as the Members, to amend the By-Laws, a common practice for business as well as not-for-profit corporations. The Members' right to amend the By-Laws is retained and the vote required for amendments approved by Members has been reduced from two thirds of the full membership to a majority of the Members present at a meeting at which a quorum is present.

To permit amendments only with the approval of the membership, even with a reduced approval requirement, could delay the implementation of important changes and, therefore, reduce flexibility. In the past, By-Law amendments have been presented to the membership for approval and have always received the necessary vote. However, with a larger membership, the Society would be stymied if a necessary amendment does not receive the required vote. To avoid this risk, the proposed new By-Laws allow either the Members or the Directors to amend the By-Laws. The requirement that Members approve amendments to the Society's Certificate of Incorporation remains in effect, as required by the New York Not-For-Profit Corporation Law.

The proposed new By-Laws also reflect updated provisions for notice of meetings, quorum requirements, use of email and other electronic methods to communicate with Members, use of proxies, detailed descriptions of the duties of the Executive, Nominating and Finance Committees, and other similar provisions.

If you have any specific questions that you would prefer to pose before the annual meeting, you may contact George Mann at g.mann@comcast.net. George has agreed to respond to a "reasonable" number of inquiries.

APPROVAL OF THE NEW BY-LAWS REQUIRES THE AFFIRMATIVE VOTE OF TWO THIRDS OF THE MEMBERS. FAILURE TO VOTE IS THE SAME AS A "NO" VOTE SO PLEASE MARK YOUR PROXIES AND RETURN THEM TO THE ADMINISTRATIVE SECRETARY PROMPTLY. YOU CAN ALWAYS REVOKE YOUR PROXY AND VOTE IN PERSON AT THE ANNUAL MEETING.