The Constitution of the JACL

PREAMBLE

In order to foster and spread the true spirit of Americanism, promote active participation in civic and national life in the United States, strive for mutual understanding and better relations between the United States and Japan, secure justice and equal opportunities for Americans of Japanese ancestry as well as for all persons regardless of their race, creed, color, sex, age, or national origin, and reaffirm faith in fundamental human rights and the worth and dignity of each human being, we do hereby establish this Constitution for the Japan Chapter of the Japanese American Citizens League of the United States of America.

1. NAME AND OFFICE OF THE JACL JAPAN CHAPTER

1.1 .Name ofthe Organization

The name of this organization shall be the Japan Chapter of the Japanese American Citizens League," hereinafter referred to as the Chapter,” and the official abbreviation of the organization shall be the JACL Japan Chapter.”

Office Location

The principal office of the Chapter shall be in Tokyo, Japan or such other location in the greater Tokyo area as the Chapter Board of Directors (board”) or Chapter members may designate.

2. PURPOSES OF THE JACL JAPAN CHAPTER

2.1. Purposes

The fundamental purposes and objectives of the Chapter shall be:

(A) to protect, preserve, promote and advance the rights and welfare of Americans of Japanese ancestry, as well as for all men and women who may be disadvantaged or discriminated against because of their race, creed, color, sex, or national origin;

(B) to foster and promote the higher ideals and standards of American democracy through the Chapter and in cooperation with other organizations and groups; and

(C) to strive for mutual understanding and better relations between the United States and Japan through the Chapter and in cooperation with other organizations and groups.

2.2. Nonpartisanship

The Chapter and Chapter activities shall be nonpartisan and nonsectarian and the Chapter shall not participate or intervene in any political campaign on behalf of any candidate for public office.

2.3. Chapter Framework

The Chapter shall act and operate within the framework, policies and activities of the national Japanese American Citizens League (the "National JACL") in furtherance of Chapter purposes and objectives.

3. MEMBERSHIP

3.1. Qualification for Membership

Any person who subscribes to the Constitution and Bylaws of the Chapter, its purposes and objectives, shall be qualified for membership.

(A) Regular Members

Qualified persons holding American citizenship shall be entitled to become "Regular Members”of the Chapter.

(B) Associate Members

Qualified persons not holding American citizenship shall be entitled to become "Associate Members" of the Chapter.

(C) LocalMembers

Qualified persons regardless of citizenship wishing to be a Chapter member but not wishing to become a National JACL member shall be entitled to become Local Members” of the Chapter.

(D) Supporting Members

Any corporation, partnership, firm, association or other organization which subscribes to the Constitution and the Bylaws of the Chapter, to the purposes and objectives of the Chapter, and which pays the annual Supporting Membership dues, shall be entitled to become a Supporting Member” of the Chapter.

(E) Special Members

The Chapter reserves the right to establish special classes of Membership for purposes of special recognition whose qualification and privileges shall be determined by the Board or the other Members, and unless the privileges have been specifically restricted, such special Members (Special Members”) shall have full voting and office holding rights subject to the exceptions noted hereon. Regular Members, Associate Members, Local Members, Supporting Members and Special Members shall collectively be referred to as Members.”

3.3. Voting Rights, Holding of Office and Other Rights of Members

(A) Voting Rights

(i) Matters Except National JACL Matters

Each Member in good standing, except Supporting Members and Local Members, shall be entitled to one (1) vote on each of the following matters:

(a )Election of directors to the Board (Directors"); and

(b) Any other action which is to be determined by a majority of the votes cast at a meeting of eligible Members.

(ii) NationalJACL Matters

Regular Members in good standing shall be entitled to one (1) vote on each National JACL matter submitted to a vote of Regular Members.

(B)Holding of Office

All Members in good standing, except Supporting Members and Local Members, shall be entitled to hold elected or appointed offices of the Chapter with the following exceptions:

(i) only Regular Members shall be entitled to hold offices of President, First Vice President and Treasurer; and

(ii) only Regular Members shall be entitled to hold office or offices of Special Delegate of the Chapter.

(C) Other Member Rights

All Members in good standing shall have the right to participate in all functions of the Chapter and, to the extent qualified, and except for Local Members, to participate in or receive benefits and privileges of all pertinent national JACL programs and activities.

3.4. Quorum for Member Meetings

At any meeting of the Members, 15% (fifteen percent) of the qualified Members in good standing shall constitute a quorum for the transaction of Chapter business. A quorum shall not be broken by the subsequent withdrawal of any Member from the meeting.

3.5. Proxies for Member Meetings

Each Member entitled to vote at a meeting of the Members may authorize another Member of the Chapter to act for such person by proxy, provided that no Member may hold more than one (1) such proxy. The proxy must be written, dated and name the person to whom it is granted, and be duly registered with the Secretary of the Chapter no later than three (3) days prior to the meeting at which it is to be exercised. A written proxy shall be valid for only a single meeting as therein specified, and shall not be valid for more than 30 (thirty) days from the date on the proxy. A proxy may be revoked by the written instruction of the issuer.

3.6. Bi-Annual Meeting of Members

A Membership meeting of the Chapter shall be held at least once every two (2) years for the transaction of business (Annual Meeting”).

3.7. Biannual Election Meeting

A meeting of the Members to elect the Directors of the Board shall be held once every two (2) years. It may be held concurrently with the Annual Meeting set forth in Section 3.6 above.

4. BOARD OF DIRECTORS

4.1. Powers, Administration and Responsibilities of Directors

The executive and administrative powers of the Chapter shall be vested in the Board, which shall manage and administer the affairs of the Chapter. Directors shall at all times act for the benefit of the Chapter to promote the interests of the Members.

4.2. Number of Directors

The number of Directors shall neither be less than six (6) nor more than twelve (12) and at least 1/2 (one-half) of all Directors shall be Regular Members.

4.3. Election, Appointment and Term of Office of Directors

(A) Six (6) of the Directors shall be elected by the Members, and up to six (6) of the Directors shall be appointed by the President of the Chapter subject to the approval of the Board.

(B) The elected Members of the Board shall be elected by the Members at the biannual election meeting. The appointed Directors shall be appointed by the President of the Chapter and their names submitted to the Board of Directors for approval.

(C) Each elected Director shall hold office for a term of two (2) years, and until the successor is duly elected and qualified. Each appointed Director shall hold office for one (1) calendar year, or unexpired portion thereof.

4.4. Removal of Directors

Any or all of the elected Directors may be removed with cause by the vote of the Members pursuant to the provisions of Section 6 hereof and any or all of the appointed Directors may be removed with cause by the vote of the Board pursuant to the provisions of Section 4 hereof.

4.5. Quorum and Voting of Board Meetings

One-half (1/2) of the incumbent Directors shall constitute a quorum for transaction of business at a meeting of the Board.Resolutions of the Board must be approved by a majority of the vote of Directors present at a quorum. Directors may not attend, participate or vote at Board meetings by proxy.

4.6. Vacancies in Directorships

Vacancies in an elective Directorship may be filled by vote of a majority of the Directors then in office regardless of their number and a Director elected to fill a vacancy shall hold office for the remainder of the vacated term. Vacancies occurring in an appointive Directorship may be filled by the President subject to the approval of the Board. An appointed Director to fill such vacancy shall hold office for the remainder of the vacated term. No resignation shall discharge any accrued obligation or duty of a Director unless specifically discharged by the Board.

4.7. Committees of the Board

The Board may establish Executive committees” (Executive Committees”) to administer day-to-day activities of the Chapter, such as programs, membership, and education as required, and shall appoint a chairperson for Executive Committees from among the Directors. The Board may also establish other standing or ad hoc committees and appoint chairpersons for such committees from the Members of the Chapter. Each committee shall have the authority and power provided in the resolution establishing the committee and which may from time to time be granted to the committee by resolution of the Board.

5. OFFICERS

5.1. Officers

The officers of the Chapter (Officers”) shall be President, First Vice President, one of more Vice Presidents, Treasurer, Secretary, Recording Secretary, Historian, and other such officers as the Board may designate. A person may concurrently hold any two or more offices, except the office of the President.

5.2. Qualification of Officers

The President, First Vice President and Treasurer shall be at least 21 (twenty one) years of age.

5.3. Term of Office for Elective and Appointive Officers

The Officers shall be elected by the Board from among the Directors at the first regular Board meeting following the biannual election meeting or the first regular Board meeting of the calendar year when no elections are held. The President and the First Vice President shall be elected Directors. Each Officer must serve for a term of at least one (1) year and until the successor is duly elected and qualified.

5.4. Special Delegates of the Chapter

The President, by resolution approved by a majority of the Board, may appoint a member in good standing to serve as a Special Delegate” of the Chapter, such as convention delegate. The duties, authority and power of the Special Delegates shall be set forth in the resolution passed by the Board of Directors. There may be more than one (1) Special Delegate, and a Special Delegate shall not be deemed an Officer of the Chapter.

(A) The President

The President shall act as the chief and presiding Officer of the Chapter, conduct and preside at all meetings of the Board and of the Members; supervise the business affairs of the Chapter with the approval of the Board and Members, make committees and Board appointments with the approval of the Board, serve as an ex officio of all committees, sign Membership cards and other certificates, represent the Chapter where necessary, and present to the Members of the Chapter an annual report on the state of the Chapter. The President shall also perform all other duties incident to the office of the President.

(B) The First Vice President

The First Vice President shall, in absence or disability of the President, perform the duties and exercise the powers of the President, and perform such duties as may be delegated by the President or prescribed by the Board.

(C) Vice Presidents

The Additional Vice President(s) shall perform such tasks as designated by the President or prescribed by the Board.

(D) The Treasurer

>The Treasurer shall have custody of the Chapter funds and other assets, receive and disburse Chapter funds upon approval of the Board and maintain an accurate and complete record thereof, prepare and present, as requested, to the Board or the Members, financial statements, reports and budgets, annual or otherwise, and perform any other duties incident to the office of the Treasurer.

(E) The Secretary

The Secretary shall keep and maintain a current calendar of the activities and meetings of the Board and the Members of the Chapter, prepare and send notices of all meetings of the Board and of the meetings of the Chapter, maintain a current directory of Directors, Officers, committee members and Members of the Chapter, and perform such duties as designated by the President or prescribed by the Board.

(F) The Historian

The Historian shall maintain a current record of the activities and programs of the Chapter, maintain a permanent history of the Chapter, submit to the Board and the Members a written summary report of the activities of the Chapter annually, and perform such duties designated by the President or subscribed by the Board.

5.6. Removal of Officers

Any elected or appointed officer, including any Special Delegate, may be removed with cause by a vote of the majority of the Board present at a quorum.

5.7 Vacancies in Officer Positions

If a vacancy occurs in any office for any reason, the Directors may elect any qualified member of the Board to fill such vacancy to hold office for the unexpired rest of the term and until the successor is duly elected and qualified.

6. REFERENDUM AND RECALL

If 15% (fifteen percent) of the Members desire a referendum on any Board action or non action or the recall of any Director or Officer, such Members may request such referendum or recall in writing to the President. The President, within 15 (fifteen) days after receipt of such request, shall have the Secretary or other officer prepare notice of the referendum or recall and mail ballot thereof, and shall have the Secretary or other officer send such notice and mail ballot to each Member in good standing as of the date of the notice. The Members shall have 15 (fifteen) days after the date of the notice to respond to the mail ballot. The action requested to be taken by the Members in the referendum or recall shall be so taken if a majority of the Members in good standing as of the date of the notice and who are entitled to vote thereon shall cast their vote in favor of the referendum or recall.

7. AMENDMENTS

The Constitution may be amended by majority vote of Members in good standing and who are entitled to vote thereon present at a quorum. The proposed amendments must have prior approval of at least 3/4 (three-fourths) majority vote of the Board. The Secretary shall prepare and send the full text of the proposed amendments to the Members in good standing and who are entitled to vote thereon with ballots enclosed. The ballots approving or disapproving the amendments shall be mailed or faxed in or otherwise delivered at a meeting of the Board of Directors, convened for the purpose of counting such ballots, at which time the ballots will be counted. JACL JAPAN CHAPTER BY-LAWS (As Amended 1999)

8. MEMBERSHIP

8.1 Membership Dues

The JACL Japan Chapter (the Chapter”) annual dues for all classes of Chapter members (Members”) shall be as determined by the Chapter`s Board of Directors (the "Board”).

8.2. Standing

Members shall be in good standing upon payment of appropriate membership dues determined in accordance with Section 1.1.

8.3. Board Review

The Board shall have the right to review and reject the membership of any person applying to become a Member.

9. MEETINGS

9.1. Members

(A) Bi-Annual General Meeting

A general meeting of the Members shall be held at least once every two (2) years during the fourth quarter of the calendar year.

(B) Biannual Election Meetings

A meeting of the Members for the election of directors of the Board (Directors”) shall be held biannually (every two years) during the fourth quarter of the calendar year.

(C) General Meetings

General meetings of the Members may combine activities or programs of the Chapter with transaction of business of the Chapter. The frequency of general meetings shall be determined by the Board.

(D) Special Meetings

Special meetings of the Members may be held on the call of the Board, the President, or by a written request of 10 (ten) or more Members in good standing and who are entitled to vote at such special meeting of Members. The notice of such special meeting shall indicate that it is being issued by or at the direction of the person or persons calling the special meeting and shall state the purpose or purposes of the special meeting.

9.2. Board of Directors

(A) Regular Meetings

The Board shall hold regular meetings at least once every two (2) months at such time and place as fixed by the Board and such meeting shall be open to all Members; provided, however, that the Board may, in its discretion, close certain portions of the meeting which are deemed to involve sensitive or private matters.

(B) Special Meetings

Special meetings of the Board may be called by the President, upon written request of at least one-fourth (1/4) of the incumbent Directors or upon the written request of at least 10 (ten) Members in good standing. A written notice of such special meeting shall be given to each Director such that it is received at least seven (7) days before the date of the special meeting. The notice shall state the person or persons calling the special meeting and state the purpose or purposes of the special meeting.

(C) Authority to Expend Chapter Funds

No Director or officer of the Japan Chapter, either elected or appointed, committee chairperson, or other Member shall have the authority to obligate (implicitly or explicitly) the Chapter to expend funds without the express approval of the Board at a duly convened Board of Directors’ meeting.

(D) Attendance at Regular Board Meetings

If a Director fails to attend three (3) or more regular Board meetings in succession without advance written notice to the President of the Chapter stating the reason(s) for the absence, the Board has the authority to discharge that Director and appoint another in his/her place. Any director who cannot attend a meeting shall, in addition to providing advance written notice to the President of the Chapter, provide written comments on agenda items in advance of the meeting to the President.

9.3. Notice of Meetings

Notice of all Members’meetings shall be sent to all Members stating the time and place as fixed by the Board. Notice of all Board meetings shall be sent to all Directors stating the time and place as fixed by the Board.

10. NOMINATION AND ELECTION OF DIRECTORS OF THE BOARD

10.1. Nominating Committee

(A) At least 60 (sixty days) days prior to the biannual election meeting specified in Section 2.1(B), the President shall appoint, with the approval of the Board, a Nominating committee” consisting of three (3) to five (5) Members who are in good standing. The President shall appoint from among the approved nominating committee members the chairperson of the committee.

(B) The nominating committee shall meet and select from among the Members who are in good standing nominees for Directorship. The committee shall prepare and submit the list of such nominees to the Board no later than 45 (forty-five) days prior to the biannual election meeting. The Board shall review the list of proposed nominees, shall have the final authority to approve or disapprove any person nominated by the committee and shall have the authority to make additional nominations.

(C) Upon receipt of the final list from the Board, the Secretary or other officer of the Chapter shall prepare a notice containing the name of each of the nominees, together with a brief biographical sketch to the extent timely received from nominees. The Secretary will send this notice to all Members in good standing on and as of the date of the notice, and who are entitled to vote. The notice shall be sent at least 14 (fourteen) days prior to the biannual election meeting.

(D) The persons named in the notice must be present at the biannual election meeting in order to be elected unless their absence is notified in advance to the President of the Chapter and is unavoidable. Nominations from the floor shall be accepted prior to the vote by Members. The vote by a Member for election of Directors shall, unless otherwise agreed by the voting Member, be by secret ballot, and the Members may vote in absentia by mail, facsimile or e-mail ballots provided by the Chapter.

(E) The President of the Chapter shall appoint two (2) Members who are not nominees standing for election to supervise the election and count ballots.

(F) The nine (9) nominees receiving the greatest plurality of the votes shall serve as elected Directors.

10.2. Appointed Directors

The President of the Chapter shall have the right but not the obligation to appoint up to six (6) Members to serve as appointed Directors by submitting their names to the Board and, following their approval by the Board, such Members shall be deemed appointed Directors; provided that the maximum number of directors shall be 15 (fifteen) and at least 2/3 (two-thirds) of all Directors shall be Regular Members.

11. AMENDMENTS

The By-laws of the Chapter may be adopted, amended or repealed by a two-thirds (2/3) vote of the entire Board of Directors of the Chapter. If any By-law regulating an impending biannual election is adopted, amended or repealed, the By-law adopted, amended or repealed shall be set forth in the notice of the next biannual election meeting, together with an explanation of the By-law adopted, amended or repealed.

12. CHAPTER EXPENDITURES

12.1. Chapter Business Trips

(A) Expenses of Members traveling on official and approved Chapter business shall be reimbursed by the Chapter up to the limits as set forth below, provided that the trip schedule and budget have been approved by the Board beforehand.

(B) The expenses to be paid are:

(i) Actual transportation costs

(ii) Lodging (including meals)

(iii) Per diem

(iv) Other expenses as approved by the Board

(C) Amount to be Paid: