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Download this page as a Word document | Read Original By-Laws | Read Marked By-Laws April 25, 2008
BY-LAWS OF JAPANESE ART SOCIETY OF AMERICA, INC. ARTICLE I Section 1. Name. The name of this corporation shall be Japanese Art Society of America, Inc. (the "Society"). Section 2. Offices. The Society may have offices in such places as the Board may from time to time determine or the purposes of the Society may require. ARTICLE II Section 1. Membership. Membership shall be open to all persons interested in the purposes of the Society. The Board of Directors of the Society may establish such other criteria for membership, including a schedule of dues, as they deem appropriate. The Membership Year of the Society shall extend from July 1st through June 30th of each year. The Society shall have two classes of members as follows:
a. Regular Members. Regular Members shall consist of such individuals, not-for-profit entities, educational institutions or other organizations interested in furthering the purposes of the Society who complete the required membership forms and pay the required dues then in effect. b. Honorary Members. The Board of Directors may, from time to time, by a majority vote of the Directors then in office, elect as Honorary Members individuals whose expertise and outstanding contributions to Ukiyo-e and other forms of Japanese art and culture merit such recognition. Such individuals shall be and remain Honorary Members at the pleasure of the Board. Honorary Members shall not be assessed any dues or other charges. Honorary Members may serve as Directors and officers of the Society, as well as members of committees. c. Voting. Regular Members and Honorary Members (collectively "Members") shall receive notice of and be entitled to attend all meetings of Members of the Society and shall have full voting rights with respect to all matters brought before the Members for a vote. Section 2. Annual Meeting. The annual meeting of the Members shall be held at a date, time and place in New York City fixed by the Board, but not later than June 30th in any year, starting with 2009. Notice of the date, time and place of such annual meeting shall be given as hereinafter provided. At the annual meeting of Members, the Board shall present the financial report and membership information required to be presented under Section 519 of the New York Not-For-Profit Corporation Law. Section 3. Special Meetings. A special meeting of Members may be called at any time by the President, or by or at the request of any three members of the Board, or by ten percent (10%) of the Members. Except as otherwise provided in these By-Laws, only business described in the notice of any special meeting of Members may be transacted at any such meeting. Section 4. Notice of Meetings. Notice of each meeting of Members, stating the place in New York City, the date, and the time thereof, shall be delivered by or at the direction of the Secretary to each Member not less than ten (10) nor more than fifty (50) days before the day on which the meeting is to be held, by facsimile or other means of electronic communication or by first class mail, by or at the direction of the Secretary, to each Member. If sent by facsimile or other means of electronic communication, such notice shall be deemed to be delivered when transmission of such notice has been made to the Member at the number or email address, if any, previously provided by the Member for such purposes. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope addressed to the Member at his, her or its last post office address provided by such Member for such purposes, with first class postage thereon prepaid. Section 5. Waiver of Notice. Notice may be waived in writing by a Member, either before or after the meeting. Attendance of a Member at any meeting shall constitute a waiver of notice of such meeting except where the Member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise provided in these By-Laws or by the laws of the State of New York, neither the business to be transacted at, nor the purpose of, any meeting of the Members need be specified in the notice or waiver of notice of such meeting. Section 6. Quorum. At all meetings of the Members, twenty percent (20%) of the Members, present in person or by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by these By-Laws or by the laws of the State of New York. Section 7. Action of the Members. Each Member shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. At all meetings of Members, a Member may vote in person or by proxy executed in writing by the Member. Except as otherwise provided in these By-Laws or by the laws of the State of New York, the action of a majority of the Members present in person or by proxy at any meeting at which a quorum is present shall be the act of the Members. Section 8. Adjournment. At any meeting at which less than a quorum of Members is present, a majority of the Members present may adjourn the meeting to a day certain and the Secretary shall give all absent Members ten (10) days' notice of such adjourned date; then the Members present, on such adjourned date, shall constitute a quorum for the purpose of conducting business and any business may be transacted which might have been transacted at the meeting as originally called. ARTICLE III Section 1. Powers and Duties. The Board shall manage and control the affairs and property of the Society. All corporate powers, except such as are otherwise provided for in the Certificate of Incorporation, these By-Laws, or the laws of the State of New York, shall be and hereby are vested in and shall be exercised by the Board. The Board may, except as otherwise provided by the laws of the State of New York, delegate to committees at least one member of which is a Director, or to officers of the Society, such powers as it may see fit. Section 2. >Number and Election; Term of Office; Removal; and Resignation. a. Number and Election. The number of Directors of the Society shall be thirteen (13). The Board of Directors shall be divided into three classes as nearly equal in size as possible. Class I Directors shall consist of Joan Baekeland, Anita Beenk, Marion Galison, Terry Milhaupt and Frederick Schneider and shall hold office until the annual meeting of Members held in 2009; Class II Directors shall consist of Judy Blum, Joe Earle, H. George Mann and Susan Peters and shall hold office until the annual meeting of Members held in 2010; and Class III Directors shall consist of Walter Bopp, Richard Fishbein, Amy Poster and Allison Tolman and shall hold office until the annual meeting of Members held in 2011. Each Director shall continue in office until his or her successor shall have been elected and qualified or until his or her death, resignation or removal. At the annual meeting of Members held in 2009 and in each succeeding year, Directors shall be elected, by a plurality of the votes cast, to the Class of Directors whose term of office is then expiring, to serve terms of three years each. Directors shall be Members of the Society but need not be residents of the State of New York. The immediate past President of the Society shall be an ex-officio non-voting Director for one year following his or her last term of office as President unless he or she continues as (or is elected as) a Director of the Society following completion of such last term of office. b. Limitation on Terms. No person shall serve more than three consecutive Full Terms as a Director. For purposes of the foregoing limitation, (i) service as a Director or as an officer of the Society prior to June 7, 2008 shall be deemed to be service as a Director, (ii) a term of office as a Director or officer of less than two years shall not constitute a Full Term, and (iii) a term of office as a Director or officer of two years or longer shall constitute a Full Term as a Director. In addition, and anything to the contrary in these By-Laws notwithstanding, except for service as an ex-officio non-voting Director as provided above, no person shall serve more than nine years (whether or not consecutive) as an officer and/or a Director of the Society (including service prior to June 7, 2008) unless he or she ceases to so serve for at least two years following completion of such nine years of service. Following such two year hiatus, such person may be elected and re-elected as a Director of the Society, subject to the foregoing nine year limitation on such subsequent service. c. Removal. Any Director may be removed, for cause, by a majority of the Members at any meeting of Members, provided that the notice of such meeting includes notice of such proposed action. Any Director may be removed, with or without cause, by a vote of at least 75% of the Directors then in office, provided that the notice of such meeting includes notice of such proposed action. d. Resignation. Any Director may resign at any time by giving written notice of such resignation to the President of the Society. e. Vacancies. Any vacancy occurring in the Board of Directors by removal, resignation or death, or any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Members at the annual meeting or at any regular or special meeting of the Board of Directors. Each Director elected by the Members to fill a vacancy caused by removal, resignation or death shall be elected to the Class of, and shall hold office for the unexpired term of, his predecessor in office. Each Director elected by the Board to fill a vacancy caused by removal, resignation or death shall be elected to the Class of his predecessor in office, and shall hold office until the next annual meeting of Members. Each Director elected to fill a vacancy caused by any reason other than removal, resignation or death shall be elected to such Class as the Board of Directors shall determine, provided that (i) the Directors in each Class remain as nearly equal in number as possible, (ii) any Director so elected by the Board shall be elected by not less than a majority of the entire Board, and (iii) any Director so elected shall hold office until the next annual meeting of Members. Section 3. Annual Meeting. The annual meeting of the Board shall be held at a date, time and place fixed by the Board. Notice of the date, time and place of such annual meeting shall be given as hereinafter provided. Section 4. Special Meetings. A special meeting of the Board may be called at any time by the President or by or at the request of any three members of the Board. Except as otherwise provided in these By-Laws, any business may be transacted at any duly called Board meeting. Section 5. Regular Meetings. Regular meetings of the Board shall be held at least three times annually on such date and time and at such place as the President shall determine. Section 6. Notice of Meetings. Notice of each meeting of the Board shall be delivered by or at the direction of the Secretary to each Director at least ten (10) days before the day on which the meeting is to be held, either by written, electronic or telephonic notice. Notice may be waived in writing by a Director, either before or after the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as otherwise provided herein. Section 7. Quorum. At all meetings of the Board, a majority of the entire Board shall constitute a quorum for the transaction of business. Section 8. Action of the Board. The action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board, except as otherwise provided by these By-Laws. Any member of the Board may participate in a meeting thereof by means of a conference telephone or similar device by which all persons can hear all other persons participating in the meeting at the same time. Any Board action may be taken without a meeting if all members of the Board consent in writing. Section 9. Adjournment. At any meeting of the Board, whether or not a quorum is present, a majority of the Directors present may adjourn the meeting to another time and place without further notice to any absent Director. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 10. Organization. At all meetings of the Board, the President of the Society, or, in his or her absence, the Vice-President, if one has been elected, shall preside. The Secretary shall act as secretary at all meetings of the Board. In the absence of the Secretary, the presiding officer shall appoint any person to act as secretary of the meeting. Section 11. Compensation. Directors shall serve without compensation for their services as such. ARTICLE IV Section 1. Officers. The officers of the Society shall be the President, a Vice-President, the Secretary, the Treasurer, (the "Named Officers"), all of whom shall be Directors of the Society, and such other officers with powers and duties not inconsistent with these By-Laws as the Board may from time to time appoint or elect. Any two or more offices may be held by the same individual, except the offices of President and Secretary. No instrument to be signed by more than one officer may be signed by one person in more than one capacity. Section 2. Election, Term of Office, Qualifications, and Removal. The officers of the Society shall be elected at the annual meeting of the Board. Each officer shall be elected for a two year term of office and shall serve until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. Any officer of the Society may be removed, with or without cause, by a vote of a majority of the Directors then in office. Section 3. Limitation on Terms. No person shall serve more than three consecutive Full Terms in the same office of the Society. For purposes of the foregoing limitation, (i) a term of office as an officer for less than one year shall not constitute a Full Term, and (ii) a term of office as an officer of the Society that commenced prior to June 7, 2008 (whether ending before, on or after that date) shall constitute a Full Term if it equaled or exceeded one year. Section 4. Vacancies. Any vacancy in any office arising at any time from any cause may be filled for the unexpired term by a majority vote of the Directors then in office. Section 5. President: Powers and Duties. The President shall be the chief executive officer of the Society and, subject to the control of the Board of Directors, shall have general care, supervision and direction of its affairs. The President shall preside at all meetings of Members and of the Board of the Society. The President shall sign contracts and other instruments in the name of the Society when so authorized or directed by the Board. The President shall have such authority, and shall perform all duties, ordinarily required of an officer in like position, and such other authority and duties as may be assigned by the Board. Section 6. Vice President: Powers and Duties. At the request of the President, or in the event of his or her absence or disability, the Vice-President, shall perform the duties and exercise the powers of the President and shall have and exercise general charge and supervision of the affairs of the Society subject to the control of the Board, and shall have such other powers as the Board may determine and perform such other duties as may be assigned to him or her by the Board. Section 7. Secretary: Powers and Duties. The Secretary shall have charge of such books, documents and papers as the Board may determine, and shall have custody of the corporate seal, if any then exists. He or she shall attend and keep the minutes of all the meetings of the Board. He or she may affix the corporate seal, if any then exists, when so authorized or ordered by the Board. The Secretary shall have such authority, and shall perform all duties, ordinarily required of an officer in like position. Section 8. Treasurer: Powers and Duties. The Treasurer shall receive and have custody of all funds, money, property and securities of the Society and shall deposit the same in such depository or depositories as the Board shall designate. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Society. The Treasurer shall have such authority, and shall perform such duties, ordinarily required of an officer in like position, and such other authority and duties as may be assigned by the Board. Whenever required by the Board, the Treasurer shall render a statement of the Societyıs accounts. The Treasurer shall at all reasonable times exhibit the Societyıs books and accounts to any officer or Director of the Society. Section 9. Compensation. Officers shall serve without compensation for their services as such. Officers shall be allowed reimbursement for reasonable expenses, on resolution of the Board. ARTICLE V Section 1. Executive Committee and Other Committees of the Board of Directors. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee to consist of the then Named Officers of the Society and at least two other Directors. The President shall be the chairman of such committee. The Executive Committee, if appointed, shall have and may exercise all of the powers and authority of the Board, to the extent allowed by applicable New York law, but shall be required to notify the full Board of any actions it takes or decisions made, other than those made in the ordinary course of operations, within a reasonable time thereafter. Other committees shall have the powers specifically provided in the resolutions creating them which are not inconsistent with New York law. Section 2. Nominating Committee. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members a Nominating Committee to consist of at least three Directors and shall, in such resolution, designate the chairman of such committee. The Nominating Committee shall consider candidates for election as officers and/or Directors of the Society either at the annual meeting of Members and/or Directors or at any other meeting thereof. Nominating Committee recommendations for election at the annual meeting of Members and/or Directors shall be communicated to the Board at least sixty (60) days prior to each scheduled annual meeting. Nominating Committee recommendations for election at any other meeting shall be communicated to the Board at least thirty (30) days prior to the meeting at which the recommended candidates are to be proposed for election. Section 3. Finance Committee. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members a Finance Committee to consist of the Treasurer and at least two other Directors and shall, in such resolution, designate the chairman of such committee. The Finance Committee shall prepare the Societyıs budget; oversee the preparation of the Societyıs quarterly and annual financial statements; and develop and propose rules, policies and procedures for the conduct of the financial affairs and investment policies of the Society. Section 4. Quorum. A majority of all of the members of the Executive Committee, the Nominating Committee, the Finance Committee and of any other committees established by the Board shall constitute a quorum at any meeting thereof, and the action of a majority of the members of any such committee present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise provided in these By-Laws. Section 5. Procedures. Procedures of the Executive Committee and of any other committee shall be governed by rules fixed by the Board. Each member of the Executive Committee and of any other committee shall serve at the pleasure of the Board. The President shall be an ex-officio member of all committees of which he or she is not otherwise an elected member. ARTICLE VI Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances. Section 6. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer, if one is elected or appointed, and countersigned by the President or Vice President of the Society. Section 7. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, investment brokerage firms or other depositaries as the Board of Directors may select. Section 8. Gifts. The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Society. ARTICLE VII The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of all Members, Directors and officers. All books and records of the Society may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time, to the extent permitted by the New York Not-For-Profit Corporation Law. ARTICLE VIII 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 IX The Board may appoint such agents and representatives of the Society with such powers and to perform such acts or duties on behalf of the Society as the Board may see fit, so far as may be consistent with these By-Laws, and to the extent authorized or permitted by law. ARTICLE X The By-Laws of the Society may be altered, amended or repealed, and new By-Laws adopted, either (a) by the affirmative vote of a majority of the entire Board, or (b) by the affirmative vote of a majority of the Members present at a meeting of Members at which a quorum of Members is present, in either case subject to obtaining necessary governmental approval for any such action; provided, however, that notice of the proposed amendment or amendments shall have been included in the notice of the meeting at which such action is to be taken. Notwithstanding the foregoing, the Board shall not have the power to alter, amend or repeal any provision (i) of this Article IX; or (ii) any provision of these By-Laws which by law, by the Societyıs Certificate of Incorporation or by these By-Laws requires action by the Members. ARTICLE
XI The Society shall, to the fullest extent now or hereafter permitted by law or permitted by and in accordance with the standards and procedures provided for by sections 721 through 726 of the New York Not-for-Profit Corporation Law and any amendments thereto, indemnify and hold harmless any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a Director, officer, employee or agent of the Society, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneysı fees. The Society may purchase and maintain insurance to indemnify such persons in instances in which they may be indemnified by the Society as provided herein or in said sections 721 through 726 of the New York Not-For-Profit Corporation Law.
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