Salem-Ota Club, Inc


Article I Name & Location & Common Seal

The name of this organization shall be the Salem-Ota Club Inc. hereafter referred to in these By-laws as “the Club”. The members of the Club may be allowed to adopt a common seal. The principal office of the Club shall be in Salem, Massachusetts.

Article II Mission and Purposes

1. Mission
The Mission of the Club is to promote cross-cultural understanding and friendship between the people and institutions of Japan and North America with a specific focus on the sister city relationship between Salem, Massachusetts and Ota City, Tokyo, Japan.The Club will promote the Salem-Ota Homestay Exchange and other such exchanges between Japanese and American citizens with a special emphasis on student and teacher contact programs.The Club will endeavor to work in close cooperation with the Salem Public Schools and other schools in the area, the Peabody Essex Museum and other cultural institutions, Salem State College and other institutions of higher learning, The City of Salem, local businesses, and any other organizations or institutions sharing similar purposes and perspectives.The Club will work to raise funds to be able to support selected cultural exchange programs and to be able to effectively communicate within the membership base and within the professional and institutional world as well as to the general public at large.

2. Purposes
The Club is organized exclusively for benevolent, civic, charitable, and educational purposes, as may be amended from time to time, listed in the Articles of Organization as follows:
a. to organize, support, promote, provide funding for, and otherwise encourage cultural exchanges between American and Japanese citizens including without limitation those activities connected with the sister city relationship between Salem, Massachusetts and Ota City, Tokyo, Japan;

b. to invent, design, organize and otherwise develop educational and social programs, materials, publications, electronic communications, and systems of any kind and nature, including without limitation those relating to cross-cultural, antiquarian, historical, literary, artistic, sociological, athletic, commercial, scientific, and technical aspects of Japanese culture, Asian culture, American culture, Western culture, and the inter-relationships between these and other cultures;

c. to facilitate, enhance, publicize, increase communications, and develop cooperative relationships between the Club, its members, and its program participants with any public, private, municipal, or institutional organizations having similar purposes and interests;

d. To organize, sponsor, support, manage and otherwise engage in the development of events, programs, projects, and activities related to the purpose of the Club;

e. To award funds, grants, scholarships, charitable distributions of principal and income, and other forms of valuable support to qualified individuals and organizations to encourage scholarship and professional development related to the purposes of the Club;

f. to engage in educational and social activities for the cultural edification and enjoyment of members;

g. To purchase, acquire, hold, exchange, rent, sell or otherwise deal in personal and real property of every kind and character wherever situated, including, without limitation securities of any corporation;

h. To aid in any other manner, other organizations or concerns, wherever and however organized, any obligations of which or any interests of which shall be held by the Club, or in the affairs or prosperity of which the Club has a lawful interest and to do all acts and things designed to protect, improve, or enhance the value of any such obligation or interest;

i. To carry on any business permitted and to address any and all other purposes consistent with those permitted by the laws of the Commonwealth of Massachusetts, and permitted by the Massachusetts Generals Laws, Chapter 180, Section 4, and limited to and consistent with purposes enumerated in the Internal Revenue Code, Section 501C(3), both as amended from time to time.

The purposes of the Club will be promoted through:

a. Sponsoring community fundraising events and soliciting contributions from individuals, groups, foundations, public trusts, corporations, governmental or quasi-governmental agencies;

b. Establishing priorities for the use of these funds for Club sponsored programs, approved projects, and in grants dispersed to approved applicants;

c. Developing programs to increase awareness of the Club and its activities;

d. Developing links and cooperative activities with corresponding programs and groups in Japan and with local organizations and institutions;e. Reviewing and evaluating the use of all funds raised to ensure that support for programs and activities is granted in accordance with the mission and purposes of the Club.

The activities and purposes of the Club are governed and qualified by the policies set forth in Article III.

Article III Basic Policies
The following are the basic policies of the Salem-Ota Club Inc.

1. The Club shall be nonpartisan and nonsectarian with no discrimination against race, color, creed, national origin, gender, or persons with special needs or circumstances. The Club will consider supporting any program, institution, organization, or individual whose goals are consistent with the purposes of the Club. The Club shall wholly abstain from any political affiliation or endorsements of candidates for public office.

2. The Club shall function as an independent entity.

3. The name of the Club or the names of any of its members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest, or for any purpose not appropriately related to the promotion of the mission and purposes of the Club.

4. The Club may cooperate with other organizations and agencies that share similar purposes in ways that do not interfere with the administration or policies of those organizations or agencies. Club funds shall not be used to fulfill ordinary budget responsibilities of other organizations. Persons representing the Club shall not make representations or commitments that bind the Club or its members.

5. The Club is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Club shall be distributable to, or inure to the benefit of, its directors or officers, as provided by Massachusetts General Laws, Chapter 180 and the Internal Revenue Code, section 501©(3). No substantial part of the activities of the Club shall be for the carrying on of propaganda or otherwise influencing legislation, and the Club shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

Article IV Membership

1. Full membership in the Club shall be for a duration of one year based upon an annual donation amount specific to membership categories set by the Board of Directors.

2. Full membership shall carry no financial benefit to the individual member.

3. Full membership in the Club shall allow the member a single vote (or two votes in the case of family memberships) in Officer and Board of Director elections and other formal votes of matters required in the running of the Club.

4. Full membership shall allow the member (or family of the member in the case of a full family membership) to participate in Club activities including but not limited to exchange trips to Japan for adults or students and Homestay Exchange related events and all other activities of the Club.

5. A non-voting membership with benefits noted in section IV (4) above, may be extended to individuals and families without donation in the year of their participation in the Host Family program

Article V Officers and Their Election

1. Officers.

a. The Officers of the Club shall consist of a President, Vice President, Clerk and Treasurer.

b. Officers shall be elected at the Annual Meeting. However, if there is but one nominee for any office, it shall be in order to move that the Clerk cast the elective ballot of the Club for the nominee.

c. Officers shall assume their official duties following the close of the Annual Meeting and shall serve for a term of one year and until the election and qualification of their successors. An Officer is permitted to be reelected for successive one-year terms.

2. Election.

a. Nominations for Officers shall be solicited by a Nominating Committee or made by individual full members prior to the Annual Meeting.

b. Nominated Officers must be full members at the time of the Annual Meeting.

c. Election shall be at the Annual Meeting by a majority of the votes cast providing a quorum of full members is present.

d. A quorum of full members is defined as no fewer than ten (10) full members.

3. Vacancy.A vacancy occurring in any office shall be filled by a majority vote of a quorum of full members at a regular or special meeting, or at the next Annual Meeting, if no regular or special meeting is called.

4. Removal.

Any officer may be removed from office during the term by a two-thirds vote of a quorum of full members.5. Resignation.
Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or the Clerk of the Club. Unless otherwise specified in the written notice. The resignation shall take effect upon receipt by the Board of Directors or officer, and the acceptance of such resignation shall not be necessary to make it effective.

Article VI Duties of Officers

1. The President, whenever present, shall set agenda’s and preside at all meetings of the Club and of the Board of Directors. The President shall in addition act as primary liaison to the cities of Salem and Ota City, and its Ota-Salem Club. The President shall also perform other duties which may be prescribed in these By-Laws or be assigned by the Club or the Board of Directors and shall coordinate the work of the Directors, Officers, committees, and members in order that the Club’s mission and purposes be promoted.

2. The Vice President shall act as the primary aid to the President, shall perform the duties of the President in the absence or inability of the President to act, and shall serve as the chairperson of the Nominating Committee.

3. The Clerk shall record the minutes of the Annual Meeting and all regular meetings of the Club and the Board of Directors. The Clerk shall attest to the records of the Club and shall perform other such duties as may be so delegated.

4. The Treasurer shall have custody of all of the funds of the Club; shall keep full and accurate accounts of the receipts and expenditures of the Club; shall perform, with the assistance of the of the Clerk, all annual filing duties; and shall make disbursements in accordance with approved budgets as approved by the voting membership, the Board of Directors, or a duly authorized special committee. The Treasurer shall present a summary financial statement at all regular meetings of the Club and at other times when requested by the Board of Directors and shall make a full report at the Annual Meeting. The Treasurer shall be responsible for the maintenance of such books of accounts and records as conform to the requirements of the By-Laws and good accounting practice.

5. All officers shall:

a. Perform those duties prescribed by the standard parliamentary authority and other duties assigned by the Club from time to time in addition to those duties assigned in these By-Laws.

b. Deliver to their successors all organizational materials related to their position and obtained in their official capacity as a Club officer no later than ten (10) days following the election of their successors.

Article VII Board of Directors

1. Qualification

All full members of the Club are eligible to be elected Director. Service on the Board of Directors shall reflect a cross section of viewpoints and professional capabilities related to the mission and purposes of the Club including, as practicable, former officers of the Club, current representatives of the business community, non-profit museums, cultural institutions, and educational institutions including Salem Public Schools and Salem State college, and the City of Salem, as well as other individuals who are committed to the mission and purpose of the Club.

2. Number
The Board of Directors shall consist of not fewer than three (3), originally named in the Articles of Organization, together with other persons, not to exceed twelve (12), who may be elected by the voting membership.

3. Term
One of the members of the original Board of Directors shall be elected for a term of one (1) year, one for a term of two (2) years, and one for a term of three (3) years. At successive Annual Meetings, vacancies on the Board shall be filled by members elected for terms of three (3) years.

4. Vote

a. Membership shall have a vote as defined in Article IV (3)

b. Any member of the Club may vote by proxy at any meeting of the Club, provided that such proxy vote has been delivered to the President at least twenty four (24) hours before the date of such meeting. Each voting member of the Club shall be entitled to submit one (1) proxy vote in his or her name in writing and signed by him or her personally.

c. In the event of a tie vote, the President shall be allowed to cast a vote.

5. Election

a. Nominations for the Board of Directors shall be requested by the Nominating Committee, among the Directors, and to the entire full membership prior to the Annual Meeting.

b. Election to the Board of Directors shall be at the Annual Meeting by a majority of the votes cast, provided that a quorum, as defined in Article V (2)(d) of members is present.

c. Vacancy, resignation, and removal procedures for the Board of Directors shall follow those for the officers as outlined in Article V (3), (4), and (5).

6. Duties

The duties of the Board of Directors shall be as follows:

a. To provide guidance, leadership, advice, and professional support including advance budget and plan reviews for the Officers and Committees of the Club.

b. To review budgets and financial projections with an eye toward the future success of the Club and its activities and to provide to the membership at the Annual Meeting an overview statement on the condition of the Club relative to its stated mission and purposes

c. To conduct an annual general audit, employing qualified outside professional assistance as necessary, reviewing the Treasurer’s accounts and projections.

d. To approve of routine and special disbursements by the Treasurer when the meeting of the entire Club is not practical.

7. Adjournment

Meetings of the Board of Directors may be adjourned to any other place or time as may be decided by those present and represented.

Article VIII The Fiscal Year

The fiscal year of the Club shall be the calendar year, from January 1st through December 31st, unless amended by vote of the full membership and duly accepted by the Commonwealth of Massachusetts, Department of Corporations.

Article IX Meetings

1. Regular meetings of the Salem-Ota Club, Inc. shall be held at least quarterly with no less than 48 hours notice of the date of the meeting.

2. Special meetings may be called by a majority of the Board of Directors or by the President with no less than 24 hours notice, or at any time by any full member, providing a quorum is present.

3. Action in lieu of meeting: Any Officer or Board action required or permitted to be taken by the By-Laws may be taken without a meeting if all members of the Board and Officers consent to such action in writing including electronic email. Such action by written consent shall have the same force and effect as a majority vote of a quorum of the membership.

4. The Annual Meeting shall be held within 30 days after the end of the fiscal year.

5. Roberts Rules of Order, in its most recent edition, shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws or by other specific procedural rules adopted by the Club.

Article X Standing and Special Committees

1. Standing Committees, as necessary to promote the purposes of the Club and to carry on the work of the Club, may be created by the President; by a vote of the membership; or by the Board of Directors. A Statement defining the mission and budget responsibilities of each standing committee shall be agreed to by the membership.

2. Special Committees may be created by the President, by a vote of the membership, or by the Board of Directors. A statement defining mission, budget responsibilities, and expected duration of each special committee shall be agreed to by the membership.

3. The chair of each committee shall present a work plan to the Board of Directors and shall report to the membership at all regular meetings. No committee work shall be undertaken and no binding commitments shall be made without the prior consent of the Board or a quorum of the full membership.

4. Committee meetings shall be announced in advance and shall be open to all members in good standing

5. The President shall be a member ex-officio of all committees except the Nominating Committee.

Article XI Amendments

These By-Laws mat be amended, repealed, or altered in whole or in part by a two-thirds vote of a quorum of the membership of the Club.

Article XII Indemnity

Any person made a party to any action, suit, or proceeding, by reason that he, his testator or intestate representative is or was a Director, Officer, or employee of the Club, shall be indemnified by the Club against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in defense of such action, suit, or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding, or in connection with any appeal therein that such Officer, Director, or employee is liable for negligence or misconduct in the performance of his or her duties.

The foregoing right of indemnification may not be deemed exclusive of any other rights to which any Officer or Director or employee may be entitled apart from the provisions of this section.

The amount of indemnity to which any Officer, Director, or employee may be entitled shall be fixed by the Board of Directors, except that, in any case where there is no disinterested majority by the Board available, the amount shall be fixed by arbitration pursuant t the then exiting rule of the American Arbitration Society.

New By-Laws adopted by Vote:  September 29, 2009