At its September 25, 1999, meeting, the Association's Board of Directors approved taking the legal steps necessary to move ATJ's registration as a nonprofit corporation from the State of New York to the State of Colorado, where the Association's offices have been located for the past three years and will be located until at least 2002. Incorporation in Colorado will mean that changes in legal status (e.g., changes in the Articles of Incorporation) can be made more easily than in New York (where regulations are more labyrinthine and reporting and filing requirements more onerous) and annual filing fees are lower.

Legal steps have been initiated to form a new nonprofit corporation in Colorado. At the March 11 meeting, the full membership will be asked to approve a merger of the New York and Colorado corporations. The following Plan of Merger will be presented to the full membership for a vote:

PLAN OF MERGER OF DOMESTIC AND FOREIGN CORPORATIONS

INTO ASSOCIATION OF TEACHERS OF JAPANESE, INC., A COLORADO CORPORATION

This Plan of Merger, pursuant to the provisions of the Colorado Revised Nonprofit Corporation Act and the New York Not-for-Profit Corporation Law, between the Association of Teachers of Japanese, Inc., a Colorado nonprofit corporation and the Association of Teachers of Japanese, Inc., a New York not-for-profit corporation, is as follows.

1. Corporations Planning to Merge. The name of each corporation planning to merge and the States under the laws of which they are respectively organized are:

Name of Corporation, State

Association of Teachers of Japanese, Inc. ("ATJ-Colo") Colorado
Association of Teachers of Japanese, Inc. ("ATJ-NY") New York

2. Membership Description. ATJ-NY has three classes of members: (a) regular members who are entitled to vote; (b) associate members who are not entitled to vote; and (c) subscription members who are not entitled to vote. The approximate numbers of current members are 775 regular members, 150 associate members, and 150 subscription members. ATJ-Colo has the same three classes of members with the same voting rights. It has no members at this time.

3. Merger; Surviving Corporation. ATJ-NY shall be merged into ATJ-Colo. The surviving corporation shall be ATJ-Colo.

4. Effective Date. The merger shall be effective on the date the Certificate of Merger is filed with the New York Department of State (the "Effective Date"), which date shall be stated in the Certificate of Merger filed with the New York Department of State and stated in the Articles of Merger filed with the Colorado Secretary of State.

5. Conversion of Membership Interests. The manner and basis of converting the membership interests of ATJ-NY (non-surviving corporation) into membership interests of ATJ-Colo (surviving corporation) is as follows:

Upon the Effective Date, each membership interest in ATJ-NY shall automatically become and be converted to a membership interest in ATJ-Colo and shall represent only a membership interest in ATJ-Colo for all corporate and legal purposes. Each member of ATJ-Colo shall thenceforth be entitled to the same membership rights he or she enjoyed prior to the merger.

6. Articles of Incorporation. The Articles of Incorporation of ATJ-Colo (surviving corporation) will not be amended in connection with this merger.

7. Directors and Officers of the Surviving Corporation. The directors and officers of ATJ-Colo (surviving corporation) shall remain in office for the remainder of their respective terms of office and until their successors shall have been elected and qualified.

8. Effect of Merger on Non-surviving Corporation. Upon the merger taking effect, ATJ-NY (non-surviving corporation) shall become ATJ-Colo (surviving corporation) and the separate existence of ATJ-NY shall cease.

9. Effect of Merger on Surviving Corporation. Upon this merger taking effect, the surviving corporation, ATJ-Colo, shall continue in existence and, without further transfer, shall succeed to and possess all rights, privileges, immunities, and franchises of a public, as well as a private nature, of the merging corporations, being ATJ-NY and ATJ-Colo. The title to all real estate and any other property including, without limitation, any copyrights and patents therein, owned by ATJ-NY is transferred to and vested in the surviving corporation, ATJ-Colo, without reversion or impairment. Such transfer to and vesting in the surviving corporation, ATJ-Colo, shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of merger by law or by express provision in any contract, agreement, decree, order, or other instrument to which any of the corporations so merged is a party or by which it is bound.

10. Liabilities of the Surviving Corporation. Upon this merger taking effect, the surviving corporation, ATJ-Colo, shall have all liabilities of each corporation party to the merger.

11. Agreement. Pursuant to Section 906 of the New York Not-for-Profit Corporation Law, the surviving corporation agrees that it may be served with process in the State of New York in any action or special proceeding for the enforcement of any liability or obligation of any domestic or foreign corporation, previously amenable to suit in the State of New York, which is a constituent corporation in this merger, and agrees that the surviving corporation may be sued in New York in respect of any property transferred to conveyed to it as provided in paragraph (c) of Section 907 of such Law or the use made of such property, or any transaction in connection therewith.

12. Conditions. Implementation of this Plan of Merger is subject to the approval of the members of ATJ-NY and the approval of the New York Supreme Court pursuant to the New York Not-for-Profit Corporation Law.