BYLAWS

OF

SAN FRANCISCO JAPANESE LANGUAGE CLASS, INC.

 

ARTICLE I

Corporate Power

 

1.             The corporate power of the San Francisco Japanese Language Class, Inc. (hereinafter, SFJLC) shall be vested in a board of no more than fourteen (14) directors.

 

2.             Nine (9) directors including representatives by proxy shall constitute a quorum for the transaction of business.

 

3.             At the beginning of each board session, a proposed agenda for the meeting will be presented by the president of the board of directors.

 

4.             A two-thirds vote of the directors in attendance at the meeting is required to adopt the agenda.

 

ARTICLE II

Office

 

　　SFJLC shall maintain its principal office at a location determined by the board of directors.

 

ARTICLE III

Board of Directors

 

1.  The board of directors shall consist of the following:

 (1) Not more than nine (9) directors elected from among the members by the process defined in Article XVII.

 (2) Four (4) directors selected from the parent association as defined in the handbook.

 (3) One (1) director who will also be the secretary-general.

 

2.  The term of office for the directors shall be one year from April 1st to March 31st. However, the term in the case of assuming the position due to filling a vacancy will carry over from the term of the predecessor.

 

3.  The president shall serve as the chair of the board of directors.

 

4.  The board of directors shall hold meetings periodically and such special meetings as may be called by the president or by written request of five (5) directors.

 

5.  In the case of a Section 1 (1) board of directors’ vacancy due to a mid-term resignation, the vacancy shall be filled by majority vote of the remaining directors. However, the vacancy need not be filled if the total number of members is at or above the board of directors’ quorum.

 

6.  The board of directors shall have power to make decisions regarding all business matters relating to SFJLC including, but not limited to accepting or rejecting applications for membership，receiving and acting upon reports, preparing an annual budget and action plan, auditing the accounts of SFJLC officers，and exercising general supervision over the affairs of SFJLC and the performance of the duties of the respective officers.

 

7.  The membership may recall any or all Section 1 (1) directors by majority vote as specified in Article XIX (Recall of Member of Board of Directors).

 

ARTICLE IV

Officers

 

1.              The officers of SFJLC shall be one (1) president, one (1) vice president, one (1) secretary-general, one (1) treasurer, and one (1) auditor.

 

2.  The president, vice president, treasurer and auditor shall be elected by the board of directors and serve the same term as the directors.

 

3.  The board of directors shall be able to appoint and dismiss the secretary-general and a term shall not be established. The one serving as the secretary-general shall be considered a member of the board of directors during their time in the post. However, they shall not be able to participate in deliberations regarding secretary-general appointment or dismissal, wage rate previsions or personnel treatment.

 

ARTICLE V

President

 

1.  The president shall preside over all meetings and the board of directors; enforce its articles of SFJLC and bylaws; call such meetings as he is empowered to call; and exercise his prerogative as chief executive officer in putting into effect the decisions and results of SFJLC.

 

2.  The president shall serve concurrently as chief of the high school division.

 

ARTICLE VI

Vice President

 

1.  The vice president shall assist the president and in case of the absence of the president, or his inability to act, the vice president shall stand in for the president.

 

2.  In case of the absence of both the president and vice president at a meeting, then either the treasurer or the auditor in that order shall call the meeting to order, stand in for the president and preside at that particular meeting.

 

ARTICLE VII

Secretary-General

 

1.  The secretary-general shall keep a full and complete record of the proceedings of the board of directors and of the general meetings; give suitable notice of the time and place of all meetings of SFJLC and of the board of directors; carry on the general correspondence of SFJLC as directed; and be responsible for all SFJLC offices on the basis of the secretary-general’s duty content as prescribed separately by the board of directors.

 

2.  The secretary-general shall serve concurrently as the assistant chief of the high school division.

 

ARTICLE VIII

Treasurer

 

1.  The treasurer shall keep, supervise and control the SFJLC account books, collect dues and prepare vouchers or checks for the payment of SFJLC obligations, receive and secure all SFJLC funds and deposit said funds in such a bank or banks designated by the board of directors.

 

2.  The funds of SFJLC shall be paid out only on SFJLC checks signed by any one of the officers set forth in Article IV.

 

ARTICLE IX

Auditor

 

The auditor shall at periodic intervals inspect the SFJLC account books and shall give an inspection report at the end of his term to the board of directors.

 

 

ARTICLE X

Principal

 

1.  Items regarding business of SFJLC shall be implemented under the direction and advisement of the principal dispatched by the Japanese government based on the request of the board of directors.

 

2.  Based on education-related ordinances of Japan, the principal shall execute the items for sole decision by the principal set forth separately by the board of directors, attend the board of directors and general meetings when necessary, and provide the necessary direction, assistance or opinions regarding operation of SFJLC business.

 

ARTICLE XI

Advisors

 

1.  Advisors for SFJLC shall be elected by the Consulate General of Japan in San Francisco and Japanese Chamber of Commerce of Northern California from among their personnel.

 

2.  Advisors shall attend the board of directors and general meetings when necessary and assist in the operation of SFJLC.

 

ARTICLE XII

General Meetings

 

1.  The members shall hold a general meeting between February 1st and March 31st of each year at such date, time and place as shall be selected by the board of directors.

 

2.  Special general meetings shall be held at the call of the president or on the request of five (5) members of the board of directors, or on the written request of at least one-fifth of the members filed with the secretary-general. The secretary-general shall give at least fourteen (14) days notice by mail to the members specifying the date, time, place and purpose of the meeting.

 

3.  At all general meetings, one-third of the members eligible to vote and present in person or by written proxy shall constitute a quorum.

 

ARTICLE XIII

Members

 

1.  The membership of SFJLC shall consist of the following:

(a) Individual Parental