The name of the corporation is the Association of Teachers of Japanese; hereinafter referred to as the Association.

The purposes of the Association are:

There shall be the following classes of membership in the Association:

Only regular members have the right to vote and hold office in the Association. Membership may be suspended or terminated for nonpayment of dues or fees at the discretion of the Executive Committee.

Section 1. Board of Directors’ Responsibilities

The management and supervision of the activities, affairs, and assets of the Association shall be vested in the Board of Directors. The directors shall serve without compensation.

Section 2. Number and Election of Directors

The Board shall consist of nine elected Directors, each serving a three-year term beginning immediately after the annual meeting at which he or she is elected, and the three officers (President-elect, President, Past President) of the Association. Terms of office shall be arranged into three groups of three members each, so that three new Directors will be elected each year. Five seats may be filled by any member of the Association in good standing. Each of the remaining four seats shall be filled by members from specific areas of expertise. One seat shall be held by an expert in Japanese Language teaching, one by a scholar of Literature, one by a scholar of Linguistics, and one by a Pre-Collegiate or Community College teacher. Determinations of a member’s qualification for these categories shall be at the discretion of the Nominating Committee. Elections for Directors and President-elect shall be conducted by mail at least one month before each annual meeting. In case of a tie there shall be a runoff election. Directors having served a full term may not be reelected to the board without a three-year absence from it.

Section 3. Board Member Vacates Position

Should a Director resign before his or her term expires, the Board may fill the vacancy for the unexpired term at its discretion. However, if the position vacated is one of those reserved for Linguistics, Literature, Language, or Pre-Collegiate experts, the vacancy must be filled as soon as possible by an ATJ member with expertise in the same area.

Section 4. Meetings of the Board

The annual meeting of the Board shall be held in conjunction with the annual membership meeting. The Board shall report at the annual meeting of the Association the proceedings of the previous year and shall present a statement of the financial condition of the Association. The Executive Committee may call special meetings as necessary for the purpose of discussing, planning, and coordinating Association activities and conducting such business as shall come before it at that time. Board members must be given reasonable advance notice of such meetings.

Section 5. Quorum and Voting

Nine of the twelve voting members participating in any meeting of the Board shall constitute a quorum. Participation via electronic means such as telephone or video conferencing shall constitute participation for the purposes of voting and establishing a quorum. Each matter shall be decided by the majority vote of those participating. The presiding officer of any meeting shall vote only in the case of a tie.

Section 1. Officers and Their Responsibilities

The Officers of the Association shall be the President-elect, President, and Past President. The President shall represent the Association on public occasions and in contact with other organizations and persons. The President-elect shall serve as President if the President vacates the position or so designates on particular occasions. The Past President shall assist the President and President-elect by making available any documents, knowledge, and experience deemed helpful to the fulfillment of their duties. The term of each officer shall be one year.

Section 2. Executive Committee

The President-elect, President, and Past President shall constitute the Executive Committee, which shall be empowered to act for the Board between meetings on matters for which an electronic meeting is unfeasible. The Executive Director shall sit as a non-voting member of the Executive Committee.

Section 3. Election of the President

The President shall be elected at least one month before the annual meeting by a general vote of the membership. The person elected shall then serve as President-elect for a one-year period beginning at the conclusion of the annual meeting. At least two candidates for President shall be selected by the nominating committee. If the person elected President is serving on the Board, he or she shall resign from that position.

Section 4. Officer Vacates Position

If the President-elect vacates the position, any Board member may nominate a replacement. The entire Board shall then, within 30 days, select a new President-elect from the slate nominated. If the President vacates the position, the President-elect shall serve as President and the President-elect position shall remain vacant until the next election. Formal announcement of the change shall be made to the membership in the Newsletter.

Section 5. Executive Director

The Board shall appoint an Executive Director who shall have general administrative responsibility, including the maintenance of financial records; correspondence with the Board, officers, and members; arranging meetings; and conducting elections. The Executive Director shall be compensated at a level determined by the Board. The Executive Director shall submit a written report outlining accomplishments and issues encountered each year. The Board shall evaluate the responsibilities and accomplishments of the Executive Director in writing each year and determine whether or not the Executive Director shall continue in the position.

Section 1. Meetings

The Association shall hold an annual meeting of the membership at such time and place as may be decided by the Board. Special meetings of the membership may be called by the Board or by a petition signed by one-tenth of the Regular Members of the Association.

Section 2. Notice of Meetings or Elections

Notice of every meeting of the Association shall be sent to the membership at least three weeks prior to the meeting. The time, place, and major purpose of the meeting shall be announced.

Section 3. Voting

Votes of the membership may take place at the annual meeting, by mail, or by electronic means. Each matter shall be decided by a majority vote of those casting votes. In the case of mail, ballots shall be mailed at least three weeks before the deadline. In the case of electronic voting, members shall have three business days to respond. Ballots shall be sent to addresses provided by members, and no extensions of election deadlines shall be made due to delays in the delivery or receipt of ballots due to circumstances beyond the control of the Executive Director.

Membership dues shall be due and payable annually upon the first day of January, in current United States dollars payable at the offices of the Association. The amount of annual dues and the amount, purpose, and due date of any special fee or assessment to the membership shall be determined by the Board, but shall be subject to the approval of the general membership by majority vote at a meeting or by a mail ballot.

The fiscal year of the Association shall be the period January 1 to December 31 inclusive.

There shall be an audit of accounts or a financial review of the accounts of the Association of Teachers of Japanese by an independent accountant at least every three years.

Section 1. Creation of Committees

The Board shall appoint such standing committees or special committees as it deems necessary. In addition, the Executive Committee may appoint special committees when it is deemed infeasible to wait until a full meeting of the Board. Committees shall always be chaired by Board members, but may include other members of the Association in good standing appointed by the Executive Committee.

Section 2. Nominating Committee

Members of the Board whose appointment is expiring in the following year, including the Past President, and one other Director selected by the Board will serve as members of the Nominating Committee. The Committee shall elect its own chair at the annual meeting and shall submit to the Executive Director on or before December first of each year a slate of candidates for election to the Board (including the position of President). The slate shall have at least two candidates for each position available, and each nominee must have agreed to serve if elected. The Nominating Committee shall solicit suggestions for nominees from the regular membership and shall give careful consideration to the need for a broad representation of the membership on the Board.

Robert's Rules of Order Revised shall govern in all matters of parliamentary law not covered by these bylaws.

These Bylaws may be altered, amended, or repealed by a majority vote of the regular members present in person or by proxy at any meeting of the membership or by a majority vote in a mail or electronic ballot, but no proposed amendment shall be acted upon without a minimum of three weeks' prior notice in writing. Amendments to the Bylaws may be proposed by the Board or by one tenth of the regular members of the Association.

(proposed September 2001 by the Bylaws Committee; proposal amended September 29, 2001, by the full Board; sent to full membership October 15, 2001; approved by ballots received November 30, 2001 and counted December 5, 2001)