BYLAWS OF THE MIT ASSOCIATION OF
ARTICLE I. NAME, PRINCIPAL, OFFICE & TERRITORIAL LIMITS
1.1 This organization shall be known as the MIT Association of Japan (“MIT-J” or the “Association”).
1.2 The Principal Office
of the Association shall be in the area of Tokyo. The Association will hold its meetings
and conduct its activities in
1.3 The Territorial Limits of this association shall be coincidental with the Japan area as defined by the MIT Alumni Association (MITAA) in Cambridge, Massachusetts and the Alumnae of MIT, and may be adjusted from time to time by said Association.
ARTICLE II. NATURE, OBJECTS & PURPOSES
2.1 The MIT Association of Japan shall be a nonprofit, educational organization, and no parts of its funds or property shall ever be used, expended or conveyed for the personal or individual benefit of any member; nor shall any member ever have any right, title, claim, or interest to any such funds or property by virtue of his/her membership.
2.2 The purposes for which the Association is organized are to:
2.2.1 Develop and sponsor activities for the alumni and alumnae of the Massachusetts Institute of Technology who work or reside in the MIT-J area.
2.2.2 Offer stimulating programs and activities to MIT alumni/ae, their families, friends, parents of students and others.
2.2.3 Provide a communications link between alumni/ae and MIT; maximize the flow of ideas, information and services; inform alumni/ae about MIT’s changing academic programs, residential environment, and extracurricular activities.
2.2.4 Encourage alumni/ae in financial support of MIT, broad participation in alumni/ae activities, and alumni/ae involvement in MIT related volunteer activities.
2.2.5 Cooperate with the Massachusetts Institute of Technology in recruiting students and promoting its reputation.
ARTICLE III. DUES & MEMBERSHIP
3.1 Membership shall be restricted to alumni/ae, parents of current students, spouses of deceased alumni/ae, visiting scholars/ researchers, those people who have been enrolled in short programs at MIT, and designated affiliates of MIT.
3.2 Members of the MIT Association of Japan are those people who work or reside within the territorial limits of the Association and who have applied for membership and had their application approved. There are two types of membership: Regular and Associate. A regular member shall pay an annual membership due of three thousand yen. An associate member does not pay a membership due.
3.3 A regular member of the Association can receive any notice, announcement, publication etc., of the Association, and may attend any event or gathering at a discount rate, and browse ALL sections of the Association’s website including regular member only pages such as access to the "members-only communication site". An associate member will be notiied when regular general meetings are called but shall not have a vote at said meetings, and may attend any event or gathering at the same amount as guest fee and browse the more limited section of the Association’s website .
3.4 Any member may resign his/her membership by so notifying the President in writing or electronic writing, but will be expected to make all contributions due prior to such resignation. Whole or pro rata rebates of dues shall not be given in the cases of such resignations or removal.
ARTICLE IV. GENERAL MEETING
4.1 The regular general meeting of the members of the Association shall be convened within two months from the day following the day of settlement of accounts for each fiscal year, and extraordinary general meeting shall be convened at such times as deemed necessary by the Board of Directors.
4.2 The President shall convene and preside the meeting and in case the President is prevented from convening or presiding, the Vice President or one of the directors shall convene or preside in accordance with the order fixed by the Board of Directors.
4.3 Each regular member shall have one vote. The resolution of the general meeting shall be adopted by a majority of vote of the members present, provided that the number of attendants is not less than thirty. No member shall vote by mail.
ARTICLE V. OFFICERS
5.1 Officers shall include the Board of Directors and Auditors.
5.2 The business, property, and affairs of the Association shall be managed and controlled by the Board of Directors.
5.3 The Board of Directors shall consist of up to twenty members, and two Auditors shall be appointed.
5.4 The Board of Directors shall consist of at least the President, President Elect, Director of Programs, Director of Communications, Director of Membership and, if appropriate, Secretary and Treasurer.
5.5 The Board of Directors shall meet at such times and places as designated by the President. Seven members of the Committee shall make a quorum for transaction of business at any meeting. Decisions shall be made by a majority of those present.
5.6 Any member of the Board of Directors may be removed by majority vote of the entire Board of Directors when in their judgment the best interests of the Association would be served thereby.
5.7 Any member of the Board of Directors may resign his/her position by submitting a written resignation to the President of the Association. Such resignation shall be effective as of the date received by the President of the Association, and shall immediately terminate his/her membership on the Board of Directors.
ARTICLE VI. DUTIES OF DIRECTORS AND AUDITORS
6.1 The President shall preside over all meetings, select all committees, , and shall have such further duties as ordinarily pertain to the office of the President, including but not limited to:
6.1.1 Providing an agenda for the meetings;
6.1.2 Acting as official liaison with the Alumni/ae Association;
6.1.3 Appointing new Board Directors and Auditors if needed to fill a vacancy resulting from the resignation or removal of a member;
6.1.4 Except as otherwise provided by the Board of Directors, he/she shall, with the Treasurer, sign all written contracts and other instruments made or entered into by or on behalf of the Association that have been approved by the Board of Directors.
6.2 The President-Elect shall preside and take over the duties of the President in his/her absence.
6.3 The Directorof Programs shall work closely with the Director of Communications, the Director of Membership, and the Treasurer in planning advertising and funding requirements for programs. He/she shall be in charge of all programs presented and shall have the power to create and supervise the work of a Program Committee, a standing committee of the Association. He/she may also create sub-committees as needed.
6.4 The Director of Communications shall recommend communications strategy, and shall be responsible for maintaining contacts and exchanging information with other area alumni/ae groups. He/she shall work closely with the Director of Programs, the Director of Membership, and the Treasurer in planning advertising and funding requirements for communications efforts. In addition, he/she shall have the power to create and supervise the work of a Communications Committee, a standing committee of the Association.
6.5 The Directorof Membership shall recommend membership strategy, and shall be responsible for maintaining contacts and exchanging information with other area alumni/ae groups. He/she shall work closely with the Direcor of Programs, the Directorof Communications, and the Treasurer in planning advertising and funding requirements for membership. In addition, he/she shall have the power to create and supervise the work of a Membership Committee, a standing committee of the Association.
6.6 The Secretary shall keep the records of the Association and shall record all meetings of the Board of Directors, including attendance, and actions of the Association.
6.7 The Treasurer shall collect all contributions, keep the books and accounts of the Association and shall have custody of all funds of the Association; render periodic reports of the financial condition of the Association as directed by the President; attend to the payment of bills and obligations; and shall have such further duties as ordinarily pertain to the office of Treasurer. All funds of the Association shall be deposited in the account of the MIT Association of Japan in a bank designated by the Board of Directors. In addition, he/she shall have the power to create and supervise the work of a Finance Committee, a standing committee of the Association.
6.8 The Auditors shall audit the state of the Association’s finance; audit the execution by the Board Directors of their functions; and report to the Board of Directors any suspicion of irregularities they discover in the state of the Association’s finance or the execution by the Board Directors of their functions.
ARTICLE VII. NOMINATION & ELECTION OF BOARD OF DIRECTORS AND AUDITORS
7.1 The Board of Directors and Auditors shall be nominated by the President in consultation with the previous year’s Board of Directors and elected at the annual general meeting. The term of office for each Board Director shall be for two years, except in the event that a one-year extension is approved at the annual general meeting. The term of office for each Auditor shall be for two years.
ARTICLE VIII. BOARD OF TRUSTEES AND SENIOR ADVISORS
8.1 Trustees shall be appointed by the President after the approval by the Board of Directors. The term of office for each of the Trustees shall be for two years. The Board of Directors may dismiss a Trustee by the resolution adopted with three-fourths or more of the votes of all Directors in case of special circumstances or if such Trustee has behaved in a manner unworthy of his/her office.
8.2 The Board of Trustees shall consist of distinguished alumni/ae or friends of MIT in the Association area who have shown a commitment to the Institute.
8.3 Its purpose will be to supply advice to the Board of Directors regarding Association activities, and to provide contacts that will enable the Association to effectively utilize the resources of local institutions.
8.4 Among Trustees, Senior Advisors shall be appointed by the President for the purpose that Senior Advisors shall support the Board of Directors regarding the arrangement of any specific Association Activities.
8.4 The Board of Trustees shall be comprised of not less than five members.
ARTICLE IX. AMENDMENT OF THE ARTICLES & BYLAWS, AND DISSOLUTION OF THE ASSOCIATION
9.1 The power to alter, amend, or restate the Bylaws shall be vested in the Board of Directors. Such action may be taken by vote of the majority of a duly constituted quorum of the Board Directors present at any regular or special meeting.
9.2 Notice of intent to alter, amend, or restate the Bylaws must be given by the Board of Directors to the dues paying membership at least two weeks prior to any vote by the Board of Directors regarding such alternation, amendment, or restating. Such notice shall also state the date, time, and location of the Board of Directors meeting at which such matters will be discussed and voted upon.
9.3 The Association may not be dissolved without the consent at a Board of Directors meeting of four-fifths or more of all members of the Board of Directors and the approval at the general meeting.
9.4 With the consent at a Board of Directors meeting of two-thirds or more of all members of the Board of Directors the residual assets of the Association at the time of its dissolution shall be donated to organizations with objectives similar to those of the Association.
ARTICLE X. REVENUES
10.1 The dues rate shall be set from time to time by the Board of Directors.
10.2 The annual dues membership in the Association shall begin on the first day of January and end on the last day of December in the same year. Any dues paid shall apply only to the specified term.
ARTICLE XI. MISCELLANEOUS
11.1 These Articles of Association shall take effect upon approval by the resolution of the general meeting to be held in January 2001 pursuant to the provisions of the foregoing Section 4.1 through 4.3.
11.2 No member nor officer of the Association shall be personally liable on any contract entered into by the Association or because of any act or thing done or omitted to be done on behalf of or in the name of the Association.
11.3 The branch of the Association may be set up by the resolution of the Board of Directors.
11.4 For its operation and maintenance, the Association may receive or collect contribution from its members pursuant to the resolution by the Board of Directors.
These Bylaws have been authorized at Annual General Meeting of the MIT Association of Japan on January 14, 2009, and amended as of the Board Meeting of the MIT Association of Japan held on March 13, 2012.