Bylaws of the Michigan/Ohio JET Alumni Association (aka: Great Lakes
JETAA) 2020
I.
NAME: The name of this non-profit Michigan corporation shall be:
Michigan/Ohio JET Alumni Association (aka: Great Lakes JET Alumni
Association (the “Organization”).
II.

PURPOSE: To provide opportunities for former participants in the Japan
Exchange Teach Program to work together in the following pursuits:
Promotion of mutual understanding and friendship between the people ofMichigan and Ohio and the local Japanese community throughorganization of social events and volunteer activities. Providing support to
the Japanese Consulate in their recruitment, selection, and orientation of
new JET Program participants. Dissemination of information concerning
JET Alumni through a newsletter. Providing a framework for social
interaction and sharing of career development resources among JET
Alumni.

III.

MEMBERSHIP & QUALIFICATIONS
1. REQUIREMENTS: To become a Member, an individual must:a.
Live in Michigan or Ohiob.
Register online at the chapter website.
c.
Must be a past participant in the Japan Exchange and Teaching
Program.
d.
Supportive of the goals of the JET Program and purpose of theOrganization.
2. DUES: Membership is voluntary with no mandated fees or dues, buteach Member may be expected to contribute towards cost sharing of
events.
3. VOTE OF MEMBERS: Each Member is entitled to one (1) vote oneach matter submitted to a vote. A vote may be cast either digitally orin writing. When an action, other than the election of Directors, is tobe taken by vote of the Members, it shall be authorized by a majorityof votes cast by the Members entitled to vote thereon, unless a greater
plurality is required by the articles of incorporation or the Michigan
Nonprofit Corporation Act (the “Act”). Directors shall be elected by aplurality of the votes cast at an election. A tie vote results in a failed
motion.
4. RESIGNATION: A Member may resign from the Organization by
providing written notice to an Officer. Membership in another chapter
will be deemed as resignation from the Organization.
5. TERMINATION: The Board of Directors may terminate membershipbased on the following criteria:a.
Not being in good standing in the community.
b.
Failure to participate in activities of the Organization.
c.
Anything else at the discretion of the Board of Directors that

d.
IV.

negatively affects the chapter.
Requires a majority vote of officers.

ELECTIONS
1. TERM OF OFFICE: Elections for Officers shall take place every two(2) years, to be completed no later than April 1 of every
even-numbered year.
2. INSPECTORS OF ELECTION: The Officers, in advance of anelection, shall appoint two (2) or more Inspectors of Election to act. If
Inspectors are not so appointed, the person presiding at an election
may, and on request of a Member entitled to vote thereat shall,appoint two (2) or more inspectors. In case a person appointed fails to
appear or act, the vacancy may be filled by appointment made by the
Officers in advance of the election or during the election by the
person presiding thereat. The Inspectors shall determine the Members
entitled to vote, shall receive votes, ballots or consents, hear anddetermine challenges and questions arising in connection with theright to vote, count and tabulate votes, ballots or consents, determine
the result, and do such acts as are proper to conduct the election orwith fairness to all Members. On request of the person presiding at
the election or a Member entitled to vote thereat, the Inspectors shallmake and execute a written report to the person presiding at themeeting of any of the facts found by them and matters determined bythem. The report is prima facie evidence of the facts stated and of thevote as certified by the inspectors.
3. PLATFORMS: Candidates for Officer and Director positions must
submit an election platform in writing or digitally to the inspectors
along with any and all other required documents/items. Instructions
for submission and all relevant documents/information will be madeavailable according to the established voting. Platforms shall be due
eight (8) days prior to the election date.
4. TIMELINE: Using the current official platform the Organization uses
to distribute information, Officers shall ensure the following goals areaccomplished according to the timeline:a.
Members shall be given one (1) week to submit votes, starting
the day that platforms are made available.
b.
No later than one (1) week after voting closes, all candidates
who ran for Officer positions shall be notified of their status andfinal results of the election shall be announced to Members.
c.
Newly-elected Officers shall assume duties by the eighth (8th)day following the date that voting is closed.
d.
Within four (4) weeks of the closure of the polls:i.
A meeting between and incoming Officers andDirectors shall be held to share information/resources.
ii. Any related accounts and passwords of theOrganization shall be turned over to incoming
Officers.
e.
To be declared the winner(s) of an election for Officer
positions, candidates must obtain the highest number of thevotes cast during the elections for that given Office.
f.
In the case of a tie, a runoff election shall be held. It is the
responsibility of the Inspectors of Election (outlined in Article
IV, Section 2) to organize the run​off election.
5. VOTING PROCEDURE: Voting procedures must be publicly posted
concurrent with candidacy announcements. Members shall be given
the choice to vote for candidates as well as the choice to abstain fromvoting for one or all candidates. Any voting tool which has been
agreed upon by the Executive Committee may be utilized so long as it
accommodates and allows for all members to participate.
6. TRANSITION: Outgoing Officers and Directors are expected tofacilitate the transition process and attend, at a minimum, thefollowing Orientation meeting. It is preferred that at least one (1)Officer remains in position to serve as a mentor to incoming Officers
and provide continuity.
V.

BOARD OF DIRECTORS
1. NUMBER AND TERM OF DIRECTORS: The Board of Directors(“the Board”) shall consist of no less than four (4) Directors at any
given time, including at least one (1) former Officer to serve as amentor to incoming Officers and Directors and to provide continuity.
The Members may increase or decrease the number of Directors at
any meeting of the Members or by written consent in lieu thereof.
Either the Members or the Board may fill the vacancy caused by anincrease in the number of Directors. All Directors shall serve a five(5) year term. A Director shall hold office for the term for which heor she is elected or appointed and until his or her successor is elected
or appointed and qualified, or until his or her resignation or removal.
Directors may serve continuous terms.
2. ELECTION: Elections shall be implemented in accordance with
Article IV in the same way that officers are elected.
3. VACANCY: Unless otherwise limited by the articles ofincorporation, a vacancy occurring in the Board may be filled by theaffirmative vote of the majority of the remaining Directors. A
directorship to be filled because of an increase in the number of
Directors, or to fill a vacancy, may be filled by the Board for a termof office continuing only until the next election of Directors by theMembers. If because of death, resignation, or other cause, theOrganization has no Directors in office, an Officer, a Member, an
executor, administrator, Trustee, guardian of a Member, or otherfiduciary entrusted with responsibility for the person or estate of a

Member, may call a special meeting of Members in accordance withthe articles of incorporation or these bylaws.
VI.

OFFICERS
1. NUMBER AND REQUIREMENTS OF OFFICERS: The Officers(collectively referred to as the “Executive Committee”) to be electedby the Members shall be as follows: President, Michigan Vice
President, Ohio Vice President, Secretary, Treasurer, Event
Coordinator, Webmaster and other such Officers as the Executive
Committee may determine. Each Officer must be an active Member
in good standing, with permanent residence in Michigan or Ohio andmaintain regular email correspondence.
2. ELECTION: Elections shall be implemented in accordance with
Article IV.
3. Dutiesa.
Presidenti.
Presides as the Chairperson at Organization Meetings.
S/he is also an ex-officio Member of all Committees.
ii. May call a Special Meeting for a specific purpose.
iii. Has the power to sign contracts on behalf of theOrganization, but cannot bind a Member absent
specific, written consent by that Member.
iv. Arrange and lead Regular Meetings as prescribedv. Supervise the Officers and Committee Chairs in theperformance of their duties.
vi. Act as the official representative of the Organization at
all outside functions and through contact with CLAIR,
the national JETAA association, the Japanese
Consulate of Detroit, or any other organization.
vii. Liaise with the staff of the Japanese Consulate of
Detroit and report all relevant consular activity to the
Executive Committee and Members.
viii. Maintain archives of position as appropriate.
ix. As an Executive Committee Member, perform otherduties as neededb.
Michigan and Ohio Vice Presidentsi.
Assist the President in the discharge of his/her duties
and officiates in the absence of the President at all
Organization Meetings or activities.
ii. May be assigned, from time to time, to committees.
iii. Coordinate the normal functions of Sub Chapters, with
the Michigan Vice President serving as Chair of theMichigan Sub Chapter Committee and the Ohio Vice
President serving as Chair of the Ohio Sub Chapter
Committee.

Maintain a list of Members and representatives, with
the Michigan Vice President serving as Chair of theMichigan Membership Committee and the Ohio Vice
President serving as Chair of the Ohio Membership
Committee.
v. Maintain archives of position as appropriate.
vi. As Executive Committee Members, perform otherduties as needed.
Secretaryi.
Maintain a digital attendance record of Members. The
Secretary shall carry out all official correspondence.
ii. Keep the Minutes of each Meeting digitally andprovide a copy for each Member and provide suchrecord for the year at each meeting for reference, if
requested.
iii. The Executive Committee shall annually make a reportto the membership of the status and activities of theOrganization. The Secretary shall be the Project
Coordinator for this effort or, in the Secretary’s
absence, the Coordinator shall be any other person as
designated, and accepted, by the Executive Committee.
iv. Support the Treasurer in the preparation of applications
and proposals as needed.
v. Maintain the permanent records of the Chapter(proposals, applications, and other documentation
deemed relevant to the Chapter administration and to
future chapter Officers).
vi. Maintain archives of position as appropriate.
vii. As an Executive Committee Member, perform otherduties as needed.
Treasureri.
Keep records of all income and expenses and give acomplete financial report to the Board of Directors andExecutive Committee annually. (The treasurer,
secretary, and/or president may prepare and sign
checks) He/she maintains all monies of theOrganization and deposits them in a bank account in
the name of the Organization. There shall be an annual
audit or review of the Treasurer's records.
ii. Chair the Finance Organization Committee.
iii. Report at least annually to the Board of Directors andExecutive Committee the name of each depository andeach account for the funds of the Organization, thebalance on deposit in each account, and the name ofeach employee or person authorized to sign checks
iv.

c.

d.

thereon.
iv. Prepare applications for funding and reporting(Grant-in-aid from the Japan Local Government
Center, pre- and post-quarterly Ministry of Foreign
Affairs reports, the Japanese Consulate of Detroit,etc.). Follow up with the necessary documentation inorder to receive funding.
v. Prepare and submit an annual expense budget to theJapanese Consulate of Detroit, if necessary, or
requested.
vi. Maintain archives of position as appropriate.
vii. As an Executive Committee Member, perform otherduties as needed.
e.
Event Coordinatori.
Research venues for Organization events and oversee
event logistics.
ii. Serve as point of contact with event venues and service
providers before and during events.
iii. Organize and delegate duties to manage details of
events such as venue set up, menu selection, andpayment for services/space rental.
iv. Oversee preparation and distribution of announcements
for events.
v. Maintain archives of position as appropriate.
vi. As an Executive Committee Member, perform otherduties as needed.
f.
Webmasteri.
Maintain and manage all digital and web-based assetsof the Organization, including, but not limited to
websites, social media pages, and email addresses.
ii. Provide technical training and support for Board of
Director and Executive Committee Members.
iii. Maintain archives of position as appropriate.
iv. Serve as Chief Editor of the newsletter and serve as
Chair of the Newsletter Committee and distributedigital and web-based announcements for events.
v. As an Executive Committee Member, perform otherduties as needed.
4. TERM OF OFFICE: All Officers shall serve a two (2) year term
ending March 30 of every even year. Each Officer of theOrganization shall hold office for the term for which he or she iselected or appointed and until his or her successor is elected or
appointed and qualified, or until his or her resignation or removal.
5. RESIGNATION: An Officer may resign by written notice to theOrganization. (this can be done through a digitally signed or scanneddocument). The resignation is effective upon its receipt by theOrganization or at a subsequent time specified in the notice of theresignation.
6. REMOVALa.
An Officer elected or appointed by the Executive Committee
may be removed by the Executive Committee with or withoutcause at any time.
b.
If, in their judgment, any Officer is not meeting his/her duties orthe best interests of the Organization would be served thereby, a
two-thirds majority of Members voting at a regularly scheduled
meeting may dismiss the Officer from office.
c.
Executive Committee members may be removed by themembership on grounds of corruption through a ⅔ majority
vote of the entire membership. Corruption is defined as theintent to cause harm to the chapter of committing a crime.
7. VACANCIESa.
In the event that the President resigns or the office is otherwise
vacant, a Vice President shall either resign and assume theposition him/herself, or appoint an interim President from themembership. Resulting position changes must be approved by amajority of Members voting at the next regularly scheduled
chapter meeting.
b.
In the event that a Vice President, Secretary, Treasurer, Event
Coordinator, or Webmaster resign or those Offices areotherwise vacant, the President shall make an appointment tothe vacant position from the membership. This appointment
must be approved by a majority of Members voting at the next
regularly scheduled chapter meeting.
c.
An officership to be filled because of an increase in the numberof Officers, or to fill a vacancy, may be filled by the Executive
Committee for a term of office continuing only until the next
election of Officers by the members.
d.
If because of death, resignation, or other cause, theOrganization has no Officers in office, a Member, an executor,
administrator, Trustee, guardian of a Member, or other fiduciary
entrusted with responsibility for the person or estate of a
Member, may call a special meeting of Members in accordancewith the articles of incorporation or these bylaws.
e.
In the event of a vacant Secretary position, duties andresponsibilities enumerated in Section VI. 2. c. i. through iv.
shall be delegated to the Michigan Vice President. Duties andresponsibilities enumerated in Section VI. 2. c. v. shall bedelegated to the Webmaster.
f.
In the event of a vacant Event Coordinator, duties andresponsibilities enumerated in Section VI. 2. e. i. and ii. shall bedelegated to the President. Duties and responsibilities
enumerated in Section VI. 2. e. iii and iv. shall be delegated to
the Secretary.
g.
In the event of a vacant Webmaster position, duties andresponsibilities enumerated in Section VI. 2. f. i and ii shall bedelegated to the Michigan Vice President. Duties andresponsibilities enumerated in Section VI. 2. f. iv. shall bedelegated to the President.
h.
In the event of multiple Officer vacancies, responsibilities will
be delegated among the remaining Officers as needed.
8. DELEGATION OF AUTHORITY AND DUTIES BY BOARD OF
DIRECTORS: All Officers, employees and agents shall, in addition
to the authority conferred, or duties imposed, on them by thesebylaws, have such authority and perform such duties in the
management of the corporation as may be determined by resolutionof the Board of Directors not inconsistent with these bylaws.
VII.

MEETINGS
1. FREQUENCY: There shall be a minimum of one (1) Regular
Meeting of the Organization annually. The Executive Committee
shall hold a minimum of six (6) meetings annually.
2. ATTENDANCE: The Secretary will keep a digital record of
attendance at each meeting.
3. NOTICE OF MEETINGS: Except as otherwise provided in the Act,
written notice of the time, place and purpose of a meeting ofMembers shall be given not less than seven (7) nor more than sixty(60) days before the date of the meeting, either personally, by mail oremail, to each Member of record entitled to vote at the meeting.
4. ORDER OF BUSINESS (Meeting topics are as follows, but may be
modified if necessary.)a.
Open Meetingb.
Acceptance of Minutes and Review of Task Listc.
Report of Executive Officersd.
Reports of Memberse.
Reports of Committeesf.
Announcementsg.
Unfinished Businessh.
New Businessi.
Adjournment
5. YEAR END REVIEW MEETING: Before the end of the fiscal year
(preferably in January) the officers must hold a review meeting.
Topics that should be covered in this meeting should include a GIA
spending review, a bylaws review, an activity plan for the next fiscal
year, an audit of treasury records, and an annual report tomembership. (These may be modified if necessary.)6. SPECIAL MEETINGS: The President or no fewer than three (3) of

the Members may call a Special Meeting for a specific purpose with aminimum of ten (10) days’ notice via email and/or letter. The noticemust include the time, place and business to be transacted.
7. QUORUM: A quorum requires that a majority of the Executive
Committee and no less than three (3) Regular Members are present at
an Organization or Committee meeting.
8. VOTING: A simple majority of the Members present is required topass a motion. Each Member has only one vote. A tie vote results in a
failed motion.
VIII.

COMMITTEES
1. STANDING COMMITTEES: The Committee Chairs of theOrganization shall consist of Sub Chapter, Members, Newsletter, andFinance. Committee Chair positions may be added, removed, madeinto co-chair positions, or combined as necessary with approval of
two-thirds of Members voting at a meeting or by majority vote of the
Executive Committee.
2. SPECIAL COMMITTEESa.
A Special Committee created for a particular purpose or projectwill be approved by the Organization’s Executive Committee at
any meeting. At the time of the creation of each Special
Committee, the Organization’s Executive Committee shalldetermine the name of the Committee, its composition, its
mission and its duration. A Special Committee may bedissolved by a vote of the Members at any meeting or by amajority vote of the Organization’s Executive Committee.
b.
The creation of a Special Committee carries with it theendorsement of the Organization. The responsibility of fulfillingthe mission rests with the individual Members that haveproposed and supported its creation.
c.
A Special Committee is required to provide open, public andtransparent accounting. In the event of a tie vote, the President
will have a vote to break the tie.
d.
The President is an ex-officio Member of all Committees except
the Governance & Nominating Organization.
e.
An Honorary Representative may be appointed by majority voteof the Members to serve as an ex-officio Member of a Standingor Special Committee.

IX.

INDEMNIFICATION
1. To the fullest extent not prohibited by applicable law, theOrganization shall indemnify each person who, by reason of being or
having been a Director or Officer of the Organization, named orotherwise, becomes or is threatened to be made a party to any legal,judicial, administrative or other proceeding, and the Organization by
the Board of Directors may indemnify any other person as deemed
proper by the Board of Directors, against any and all costs andexpenses (including attorney fees, judgments, fines, penalties,
amounts paid in settlement, and other disbursements) actually andreasonably incurred by or imposed upon such person in connection
with any action, suit, investigation or proceeding (or claim or othermatter therein), whether civil, criminal, administrative or otherwise innature, with respect to which such person is named or otherwise
threatened to be made a party by reason of being or at any time
having been a Director, Officer, employee or other agent of or in asimilar capacity with the Organization, or by reason of being or at
any time having been, at the direction or request of the Organization,a Director, Trustee, Officer, administrator, manager, employee,
Member, advisor or other agent of or fiduciary for any othercorporation, partnership, trust, venture or other entity or enterprise
including any employee benefit plan.
2. Each request or case of or on behalf of any person who is or may beentitled to indemnification for reason other than by being or having
been a Director or Officer of the Organization shall be reviewed by
the Board of Directors, and indemnification of such person may be
authorized by the Board of Directors only if it is determined by the
Board of Directors that indemnification is proper in the specific case,and, notwithstanding anything to the contrary in this Code ofRegulations, no person shall be indemnified to the extent, if any, it isdetermined by the Board of Directors or by written opinion of legal
counsel designated by the Board of Directors for such purpose thatindemnification is contrary to applicable law.
3. Upon the request of a Director or other party who is the subject of alegal, judicial, administrative or other proceeding referred to in
Article IX, the Organization shall pay the expenses incurred by such
Director, Officer or other party in defending the legal, judicial,administrative or other proceeding, including attorney fees, as they
are incurred, in advance of the final disposition of the legal, judicial,administrative or other proceeding, upon receipt of an undertaking by
or on behalf of the Director, or other party to repay the amount if it isultimately determined that he/she is not entitled to be indemnified by
the Organization.
4. Notwithstanding anything to the contrary in this Article IX, no person
shall be indemnified to the extent, if any, it is ultimately determinedby a court of competent jurisdiction that indemnification is contrary
to applicable law.
X.

AMENDMENT OF BYLAWS
1. At the Year End Review Meeting, the officers shall conduct a review

of the bylaws.
2. A motion to amend the bylaws must be discussed at a Regular
Meeting and then distributed to each Member with a notice as to thedate, time and place of the Meeting at which a move will be held. The
voting to approve the motion cannot occur at the same meeting.
3. Any changes to the bylaws must be approved by a majority of theMembers in a referendum-style approach; that is, voting to accept or
reject the proposal. Voting on proposed amendments shall be done inaccordance with Article IV.