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BY-LAWS
OF THE
UKIYO-E SOCIETY OF AMERICA, INC.

  

ARTICLE I

NAME

The name of the corporation is UKIYO-E SOCIETY OF AMERICA, INC. (hereinafter referred to as the "Society").

ARTICLE II

PURPOSES

The purposes of the Society are those contained in the Certificate of Incorporation of the Society.

ARTICLE III

MEMBERSHIP

Section 1.            Eligibility.  Any individual, not-for-profit, educational institution, or other organization interested in furthering the purposes of the Society may become a member upon the completion and submission of payment application forms and payment of dues as set by the Society.

Section 2.            Classes of Membership.  Members are classified as follows: (a) Active Members (Individual, Family/Dual (Same Household), Contributing, Supporting, Patron, Benefactor), (b) Institutional Members, and (c) Honorary Members.

a.             Active Members.  Active members are those individuals and institutions who have met their dues obligation for the current year.

b.             Institutional Members.  Institutional Members are not-for-profit, educational, or other organizations which have met the dues obligations for the current year.

c.             Honorary Members.  Honorary Members are those individuals who have been, granted such membership by the Society's Board of Directors in recognition of their expertise and outstanding contributions to Ukiyo-e and other forms of Japanese art and culture. They may serve as advisors to the Society and as nonvoting committee members. Honorary members are not considered in quorum counts and voting.

ARTICLE IV

OFFICERS

Section 1.            Officers. The officers of the Society are:

a.             President

b.             Vice-President

c.             Secretary

d.             Treasurer

Section 2.            Election.  Election of officers and Directors will be held at the Annual Meeting of the Society. Nominations will be made by a committee of three or more members appointed by the President. Prior to the Annual Meeting, the Nominating Committee will submit to the membership the names of nominees for each office after ascertaining that these nominees will serve if elected. Nominations may also be placed from the floor. A majority of those attending the Annual Meeting, in person or by proxy, will elect the officers. Newly elected officers will assume their duties as of the new fiscal year. The term of office will be two years or until a successor is elected. No individual may serve in the same office for more than three consecutive terms. The Board of Directors shall fill any vacancy of an elected officer for the balance of the unexpired term.

Section 3.            Duties of Officers.

a.             President.  The President will preside at all meetings of the Society and its Board of Directors; will appoint all committees and be an ex-officio member of them; present an annual report of the Society's work and accomplishments; and have such additional duties and responsibilities of the chief executive of the organization.

b.             Vice-President.  The Vice-President will temporarily assume the duties of the President in the absence of the President and shall become the Acting President in the event of a vacancy in the office of President; and will assist or substitute for the President as an ex officio member of committees and in conducting other tasks and assignments.

c.             Secretary.  The Secretary will record and keep the minutes of the meetings of the Society and of the Board of Directors; keep lists of all committees and their chairs; maintain a list of all members; reply to correspondence under the direction of the President; be responsible for mailing of notices of meetings; and preserve the records, publications, archives, and documents of the Society.

d.             Treasurer.  The Treasurer will collect all dues and other monies; deposit them in the Society's name in a bank or banks designated by the Board of Directors; maintain the financial accounts of the Society; disburse funds; submit a financial report at meetings of the Society and at Board meetings; prepare and submit a final report at the Annual Meeting; may be required to give bond for the faithful discharge of his or her duties; may execute all instruments requiring the signature of the Treasurer; and exercise all duties as may reasonably be construed as those of the treasurer of any organization.

e.             Appointees of the Board.  The Board may appoint such other officers, agents, and employees as shall be determined from time to time by the Board.

ARTICLE V

BOARD OF DIRECTORS

Section 1.            Membership.

a.             The Board of Directors will consist of the President, Vice-President, Secretary and Treasurer, who shall serve as ex officio voting Directors; and nine additional voting Directors, one third of whom shall be elected at each Annual Meeting, for three year terms. A retiring President of the Society shall serve for one year as an ex officio nonvoting Director.

b.             Vacancies of an elected Director shall be filled for the balance of the unexpired term by the Board.

c.             No person shall be elected for more than two consecutive three year terms or for the balance of an unexpired or shorter term of more than one year, plus a full three year term.

Section 2.            Duties.  The Board of Directors will determine policy of the Society. The Board will be responsible for setting annual dues; receive and approve an annual budget to be submitted for the final approval of the membership; pass upon all expenditures involving the appropriation of $300 or more.

Section 3.            Meetings.  Meetings of the Board will be called by the President as needed and at least three times a year at such time or place as the President will determine. Special meetings may be convened by the President or at the request of at least three Directors. All meetings shall be called on at least two days notice. A majority of the Directors of the Board will constitute a quorum. Each Director will have one vote and such voting may not be done by proxy.

ARTICLE VI

MEETINGS

Section 1.            Time.  Unless otherwise determined by the Board, regular meetings of the Society will be held each month except the months of July and August. The Board of Directors will select the day of the week and time in accordance with the organizational needs of the Society.

Section 2.            Annual Meeting.  The Annual Meeting will be held during the month of June unless the Board sets a different date for the Annual Meeting. At the Annual Meeting elections of officers and Directors will be conducted, reports will be presented, and other business as may come before the Meeting shall be undertaken. Such meeting shall be held in New York City on ten days notice given by the Society.

Section 3.            Quorum.  A quorum of no less than one-third of the active members will be necessary for the transaction of business at any meeting. A quorum may be determined by the presence of a member or by his or her proxy.

Section 4.            Special Meetings.  Special meetings for a particular transaction of business may be called at any time by the President, a majority of the Board of Directors, or by a majority of the members assembled at a regular meeting. No other business than the particular piece of business specified as the reason for the special meeting may be transacted at such meeting without the two-thirds consent of all present at such meeting.

ARTICLE VII

DUES

Section 1.            Dues.  Annual dues of active members will be determined annually by the Board of Directors. Honorary members are not required to pay annual dues.

Section 2.            Membership Year.  The membership year of the Society extends from July 1st of one year through June 30 of the following calendar year. Bills for annual dues are submitted by the Treasurer in July with payment due not later than the following October 1st. Members will be dropped for nonpayment of dues.

ARTICLE VIII

COMMITTEES

Section 1.            Committees and Other Bodies.  By resolution of the Board of Directors, standing, special or other committees or similar bodies may be created.

Section 2.            Powers and Duties.  Each committee or similar body shall have such powers and duties and such terms of existence as shall be prescribed by the Board of Directors.

ARTICLE IX

FUNDS AND SECURITIES

Section 1.            Contractual Authority.  The Board of Directors may authorize any officers or Directors in the name of and on behalf of the Society to enter into any contract or execute and deliver any instrument, or to sign checks, drafts or other orders for the payment of money or notes or other evidences of indebtedness, and such authority may be genera1 or confined to specific instances; and, unless so authorized by the Board of Directors, no officer shall have power of authority to bind the Society by any contract or engagement.

Section 2.            Loans.  No loan shall be contracted on behalf of the Society and no negotiable paper shall be issued in its name unless authorized by the vote of the Board of Directors. When authorized by the Board of Directors to do so, any officer of the Society may effect loans and advance at any time for the Society from any bank, trust company or other institution, or from any firm, corporation or individual. Such authority may be general or confined to specific instances.

Section 3.            Funds of the Society.  All funds of the Society not otherwise employed shall be deposited from time to time to the credit to the Society in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be selected by any officer or officers of the Society to whom such power may from time to time be delegated by the Board of Directors.

ARTICLE X

SEAL

The seal of the Society shall be circular in form and shall bear the name of the Society, the year of its organization, and the words "corporate seal, New York."

ARTICLE XI

FISCAL YEAR

The fiscal year shall be July 1 of one year to June 30 of the following year.

ARTICLE XII

NOTICES

Whenever, under the provisions of these By-Laws, the Certificate of Incorporation or any statute, notice is required to be given to any director, officer or member, notice may be given in writing by mail, FAX, or by telegram, addressed to such director, officer or member at such address as appears on the books of the Society. Any director, officer or member may waive any notice required to be given by law, the Certificate of Incorporation or these By-Laws.

ARTICLE XIII

PARLIAMENTARY AUTHORITY

All meetings of this Society shall follow Robert's Rules of Order Revised, unless a different parliamentary procedure is required by law, the Articles of Incorporation, these bylaws, or by Resolution of the Board of Directors.

ARTICLE XIV

OFFICES

Section 1.            Offices of the Society.  The offices of the Society shall be located in the City of New York, State of New York.

Section 2.            Other Locations.  The Society may also have offices at such other places, either within or without the State of New York, as the Board of Directors may from time to time determine.

ARTICLE XV

AMENDMENT OF BY-LAWS

These by-laws may be amended by a two-thirds vote of the members at any regular meeting provided that notice of the proposed amendment was submitted at a previous regular meeting or by mail.

ARTICLE XVI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Society shall indemnify and hold harmless all officers and directors of the Society to the fullest extent permissible under law, including but not limited to the Not-for-Profit Corporation Law of New York. The Society shall indemnify and hold harmless such persons for all acts against all liability, loss and reasonable expenses (including attorneys' fees actually and necessarily incurred as a result of any such actions or proceedings or appeal therein, judgments, fines, and amounts paid or to be paid in settlement of any such actions or proceedings), other than those acts finally adjusted to have been knowingly fraudulent, deliberately dishonest or due to willful misconduct.