OKINAWA TOMONO KAI OF OHIO Constitution and Bylaws (Regulations) Article 1 Name This not for profit organization shall be known as THE OKINAWA TOMONO KAI OF OHIO. The State of Ohio has custody of the Records of Incorporation and miscellaneous filings. Article 2 Purpose The purpose of this organization is to provide a forum in which people of Okinawan heritage and their spouses and families can gather to celebrate the unique Okinawan culture and to promote goodwill and friendship to enhance the understanding of Okinawan culture and heritage. This organization will also provide support for members who are interested in increasing their own or others understanding of Okinawan culture and heritage by giving funds or scholarships for this reason as determined by the officers if funds are determined to be available. Article 3 Qualification of Membership Section 1. An Okinawan is anyone who can provide evidence, satisfactory to the Membership Committee, that they or their ancestors were born on one of the islands of the Ryukyu Islands Chain( as defined by the map attached to and made part of this Constitution ) and as such, qualifies for full membership. The Ryukyus is used here in a geographical and cultural sense to embrace all of the islands of the Okinawa Prefecture and the Amami Islands of the Kagoshima Prefecture. Section 2. Spouses of persons qualifying for membership under Section 1 of this Article, qualify for full membership under a family membership. If the spouse qualifying under Section 1 of this Article becomes deceased, the surviving spouse remains qualified for full membership. Section 3. Children of persons qualifying for membership under Section 1 or Section 2 of this Article, who are under eighteen (18) years of age, qualify for family membership. Upon reaching the age of eighteen, at which time children of full members qualify for full membership. Student children of full members qualify until the age of twenty-one (21) at which time they also qualify for full membership. Section 4. A Social Membership is available to those not qualified under Section 1 thru Section 3. These memberships are not eligible to vote or to hold an office. A social membership requires one (1) sponsors that are full members of The Okinawa Tomono Kai of Ohio. All Social Members must support the purpose of the Okinawa Tomono Kai of Ohio. 1
Section 5. Residency in a geographical area is not a requirement of membership. Members may reside anywhere in the world. Officers and Trustees must reside in the state of Ohio. Article 4 Applying for Membership Each person who qualifies for membership under Article 3 and who wishes to become a member of The Okinawa Tomono Kai of Ohio shall provide the Membership Committee with all information required by that committee. If the Membership Committee decides, at its sole discretion, that the applicant meets the qualifications for membership as defined in Article 3 and upon payment and acceptance of the required dues, then the applicant shall immediately become a member. All decisions of the Membership Committee are final. Article 5 Organizational Structure Section 1. The Okinawa Tomono Kai of Ohio shall be governed by a Board of Trustees ( the Trustees ).The Trustees shall oversee the actions of the Officers to ensure that such actions conform to the Constitution and Bylaws of this organization as well as compliance with the laws and regulations of the United States of America and the State of Ohio. The Trustees shall be members who have been nominated and elected by the membership. There shall be five (5) Trustees at all times. Section 2. The daily business and administration of the Okinawa Tomono Kai of Ohio shall be administered by the Officers. The positions shall be a President, a Vice-President, a Secretary, a Treasurer, and an Entertainment Coordinator. Except for the position of President, assistants or co officers may be established. The Officers shall be selected from among the membership, excluding any Social Memberships. Section 3. There shall be five Areas which shall serve as geographical regions to facilitate the collection and dissemination of information. The five Areas shall be: 1. Cleveland 2. Columbus 3. Cincinnati 4. Dayton, and 5. Toledo. Members may change the Area to which they have been designated at any time. Areas maybe added, altered or deleted by the trustees as needed. Area Representatives shall be nominated by the membership in the area and selected by the President. Article 6 Election of Officers and Trustees The President, Vice-president and Trustees shall be elected by an affirmative vote of 51% of the voting members at the first general membership meeting after this version of the by-laws are approved and in the future during the Spring Celebration meeting. The President shall select the other officers to serve. This vote may be conducted by consensus. Disputes that arise as to whether or not a consensus exists will be resolved by a show of hands at a General Membership Meeting or by written vote, determined by the Trustees. The President shall serve as the Chairman for the nomination and election of new officers. In the event of a vacancy in an Officers or Trustees term, the Trustees and Officers shall approve the appointment of an interim Officer or Trustee from a list of nominees. Notice of such vacancy shall be made to the membership and nominations shall be accepted by consensus. 2
Article 7 Terms of Office The term of Officers shall be two years. New Officers and Trustee shall begin their terms of office at the conclusion of the Spring Celebration. The Trustees will serve a 5 year term. The 5 trustees initially elected shall by a chance drawing determine who will retire in 1 year, 2year, 3 years, 4 years and 5 years. At each Spring Celebration one new Trustee will be elected and the longest setting trustee will retire. Article 8 Procedure for removal from office of Officers and Trustees This procedure is in place to ensure that officers and trustees are accountable to the membership of the Tomono Kai of Ohio. Reasonable causes for removal from office include but are not limited to non payment of dues, missing funds, missing property, failure to cooperate with officers and trustees, and taking actions against the interests of the Kai. Here are the options for removal from office. Option 1 When an officer or trustee becomes inactive through the non-payment of dues. The officer or trustee will be given a written notification from the treasurer with a due date for payment of dues that will be 30 days after the date of the notification letter. If the officer or trustee fails to pay by this due date, then the removal of the officer or trustee will be confirmed and immediate. Option 2 By leadership vote - The officers and trustees shall call a combined officer and trustee meeting. The meeting must have at least two thirds (⅔) of the trustees and two thirds (⅔) of the officers in attendance. Each officer and each trustee present shall cast a single written vote.. The votes shall be for or against the removal from office. The votes will be counted. If the counted vote results for removal are at least 51% then the removal of the officer or trustee will be confirmed and immediate. Option 3 By a membership mail in vote This option is used when the next general membership meeting is over 45 days away. A 20 day advance written notice must be mailed to the voting members to notify the members for the need to have a vote to Remove from Office. This advance notice shall explain the need for the vote and provide a voting form along with a required return date. This voting form will be mailed to the Kai PO Box. The votes will only be opened and counted in the presence of 2 trustees and 2 officers. If the counted vote results for removal are at least then 51% then the removal of the officer or trustee will be confirmed and immediate. The members will be notified by mail within 10 working days. Option 4 By a vote at a membership meeting This option is used when the next general membership meeting is within the next 45 days. A 20 day advance written notice must be mailed to the members to notify the members for the need to have a vote to Remove from Office. Voting forms will be distributed at the meeting to members eligible to vote. The vote forms will be submitted into a voting box. The votes will be counted in the presence of 2 trustees and 2 officers. If the counted vote results for removal are at least 51% then the removal of the officer or trustee will be confirmed and immediate. The voting members will be notified at the meeting. The members not at the meeting will be notified by mail within 10 working days. Any officer or trustee that is removed from office must return all Kai, equipment, official documents, supplies and funds to the Kai. 3
Article 9 Duties of Officers An Officer is defined as a person who holds a title, position of authority, or office of trust. Section 1. President: The President shall represent the organization, preside over meetings, create special committees as needed to conduct the affairs of the organization, appoint committee members, oversee the committee s progress, publish a newsletter at least twice a year, and sit as a member ex officio on all such committees. Section 2. Vice-President: The Vice-President(s) shall assist the President by coordinating, disseminating and collecting information at the request of the President. They shall utilize and assist the Area Representatives in matters of the organization and maintain regular contact with the Area Representatives. Upon the request of the President, a Vice-President may stand in for the President at any function that requires the presence of the President. Section 3. Secretary: The Secretary(s) shall keep the records of all proceedings and official actions taken by the Officers; maintain the official membership list; assist the President in the publication of the newsletter; maintain the library of the organization; and assist the President in other functions as requested by the President. Section 4. Treasurer: The Treasurer(s) shall be the custodian of funds of the organization; collect dues and receipts of all income to the organization; maintain a list of all members whose dues are current; notify those members whose dues are not current; maintain the organization s bank accounts; pay the organization bills and maintain the financial matters of the organization. Financial matters of the organization will include lease agreements, permits, license fees, and miscellaneous filings required by the IRS and the State of Ohio. The Treasurer shall publish a financial report that accurately reflects the status of the organization s income, expenses, and bank balance at least twice per year in the newsletter. The Treasurer will send the appropriate condolences to a deceased member s family on behalf of all the members of the organization. Section 5. Entertainment Coordinator: The Entertainment Coordinator(s) shall keep and maintain all items obtained by purchase or donated to the organization. These items are used for various performances and are available to the membership on a sign out basis as practical. A security deposit will be requested when items are signed out. Items to be maintained on an inventory list include but are not limited to drums, instruments, props, costumes, makeup, music, visual and audio equipment. The Entertainment Coordinator(s) shall also provide information or instruction for the membership concerning performance of EISA and Ryukyan classical dance. Section 6. Area Representative: The Area Representatives shall report to the Vice- President and maintain regular contact with the Vice President. The Area Representative(s) shall collect and distribute information to and from the membership as requested by the organization. They will also provide information to the organization that will be of interest to all members of the organization. This information will consist of: notification to the officers of the death of a member, member news to be published in the newsletter, suggestions from members for the betterment of the organization, and questions or concerns of the membership. Area Representatives will be provided a membership list of those in their area by the Vice-President. The Area Representatives shall also organize and have local meetings with other members in their area to: 4
1. Provide a chance for fellowship and cultural sharing among members as well as introducing new people with interest in Okinawa to the Kai, 2. Determine projects in their area that will help others in the community to know more about Okinawa and it s culture, 3. Provide the opportunity for members, husbands and children to learn Okinawan culture along with learning the language, music, dance, instruments etc. Section 7. Trustee: The Trustees are charged with the supervision and guidance concerning matters of policy and the administration of that policy for the benefit and best interest of the membership and the organization. Committee reports, financial reports, or other items and information deemed necessary by the trustees to fulfill their charge will be requested from the president or other members. A financial audit shall be conducted a minimum of once a year. The Board of Trustees will be chaired by an Administrative Officer for the purpose of managerial duties only and is to be chosen by consensus vote of the Trustees. Article 10 Dues & Fees Each member shall annually pay in advance to the organization dues in an amount determined by two-thirds (⅔) vote of the Officers and approved by 51% of the Trustees. Dues are for a calendar year and are not prorated. A Guest Fee will be charged to non members attending Okinawa Tomono Kai of Ohio events that involve use of organization funds. Article 11 Meetings & Events Meetings shall consist of: General Membership Meetings, Administrative Officer Meetings, and Board of Trustees Meetings. General Membership Meetings will be held twice a year at times, dates and places to be determined by the Officers. One meeting shall celebrate the Lunar New Year and be called the Spring Celebration. The other meeting shall celebrate EISA. Administrative Officer Meetings will be called by the President or by the Board of Trustees for the purpose of discussing the agenda for the coming year, receiving reports of Officers and Committees, and for any other business that may arise. These meetings are to be held as needed. Members that wish to attend an Administrative Meeting are requested to contact their Area Representative for accommodation. Meetings of the Board of Trustees are attended by the Board Members, unless invitations are necessary to facilitate the purpose of the meeting All Officers as outlined in Article 9 must be notified of all Administrative Officer Meetings. Article 12 Committees Committees shall be established by the President who will appoint the Chair of the committees. The Chair of each Committee will appoint members to the sub committees. The following is a description of the Committees that shall be established along with their subcommittees. 1. Membership Committee - Will process membership applications and inform the 5
Secretary and Treasurer of all new members. Contact all new members to assist them and provide them with a welcome package on behalf of the Okinawa Tomono Kai of Ohio. 2. Annual Celebration Committee will be responsible for the Spring Celebration and the EISA Celebration / Picnic. A) Sub-Committee Entertainment B) Sub Committee Food C) Sub Committee Set Up & Decoration D) Sub Committee Sound / Video E) Sub Committee Stage /Performance Management 3. Special Events Committee will be responsible for the Asian Festival Activity A) Sub Committee Food Preparation B) Sub Committee Site Set Up C) Sub Committee Performances D) Sub Committee Food & Safety Permit 4. Web Site Committee Maintain and update the organizations website. 5. Scholarship Committee- Review any requests for scholarships and make a recommendation to the officers for determination. Article 13 Prohibitions Section 1. Members are prohibited from profiting for their own personal or business gain by solicitation of members, or by using the name of the organization The Okinawa Tomono Kai of Ohio or a variation thereof. Section 2. Donations of money or items to the Okinawa Tomono Kai of Ohio can not be considered as charitable deductions for tax purposes. Section 3. The Okinawa Tomono Kai of Ohio is prohibited from participating in political propaganda, attempting to influence legislation, or participate or intervene in any political campaign of any candidate for public office of any nation. Section 4. The Okinawa Tomono Kai of Ohio and its representatives are prohibited from discriminating against any Okinawan or Okinawan group concerning their participation in the Kai or performance during Kai events as long as these are allowed by the local, state and federal laws. Article 14 Amendments The Constitution and Bylaws may be amended at any General Meeting by a vote of two thirds (⅔) of the members present. An amendment to the Constitution and Bylaws may be made by any member and must be submitted to the President and Board of Trustees to be considered for submission at a General Meeting for a vote of the membership. Members shall be informed by newsletter or special mailing twenty days prior to the meeting that such an action is proposed. A vote by mail to all members may also be implemented if needed and two thirds (⅔) of those responding will be needed for approval. Bylaws shall be reviewed at least every five (5) years and revised if required. Article 15 Dissolution 6
Upon dissolution of the organization, the Board of Trustees shall, after paying or making provisions for the payment of all liabilities of the organization, dispose of all the assets of the organization to those that qualify under Section 501(c) (3) of the Internal Revenue Code, as determined by the Board of Trustees. Article 16 Statement of Historical Information The Okinawa Tomono Kai of Ohio was incorporated in the State of Ohio on March 29, 1995 and was granted tax exemption under Section 501(c) (7) of the Internal Revenue Code on October 9, 1995. Map (referred to in Article 3) Ryukyu Islands These bylaws were approved by a vote of the membership on. Print name Sign name Title Signed by: President Vice President Trustee By Laws Dated 15 June, 2011 Tom McVey Tomonokai Secretary ORIGINAL COPY SIGNED 7
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