CONNECTIONS BY LAWS
As of February 25, 2021

Contents
I.

NAME .............................................................................................................................3II.

OBJECT ..........................................................................................................................3

III.

MEMBERSHIP...............................................................................................................3
III.1. ELIGIBILITY AND REMOVAL.......................................................................3
III.2. RESIGNATION ..................................................................................................3
III.3. HONORARY MEMBERSHIP ...........................................................................3IV.

GOVERNANCE .............................................................................................................4
IV.1. CONNECTIONS BOARD .................................................................................4
IV.2. BOARD MEMBERS ..........................................................................................4
IV.3. CONNECTIONS COMMITTEES .....................................................................4
IV.4. BOARD MEETINGS .........................................................................................4
IV.5. BOARD MEMBER RESPONSIBILITIES ........................................................5
IV.6. ADMISSIONS AND VOTING ..........................................................................5
IV.7. CODE OF CONDUCT .......................................................................................5V.

QUORUM .......................................................................................................................5VI.

ELECTED BOARD OFFICERS AND THEIR RESPECTIVE DUTIES ......................5VI.1. PRESIDENT .......................................................................................................5VI.2. VICE PRESIDENT ............................................................................................6
VI.3. DIRECTOR OF ADMINISTRATION...............................................................6
VI.4. DIRECTOR OF ENRICHMENT PROGRAMS ................................................6VI.5. DIRECTOR OF TOURS ....................................................................................7
VI.6. DIRECTOR OF SOCIAL PROGRAMS ............................................................7
VI.7. DIRECTOR OF COMMUNITY EVENTS ........................................................8VI.8. DIRECTOR OF MEMBERSHIP .......................................................................8VI.9. DIRECTOR OF FINANCE ................................................................................9
VI.10. DIRECTOR OF COMMUNICATIONS ..........................................................9
VI.11. DIRECTOR OF FUNDRAISING ....................................................................9VI.12. DIRECTOR OF CHARITIES ........................................................................10
VI.13. DIRECTOR(S) AT-LARGE ..........................................................................10

VII.

ELECTION PROCEDURES ........................................................................................11
VII.1.

NOMINATIONS ............................................................................................111
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VII.2. PROPOSAL OF OFFICERS ...........................................................................11
VII.3. ELECTION DATE ..........................................................................................12
VII.4. REPLACEMENT OF BOARD MEMBER(S) ...............................................12
VII.5. BOARD OFFICE TERMS ..............................................................................12
VIII. AMENDMENTS ..........................................................................................................132
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CONNECTIONS BY LAWS
I.

NAME

This organization, an integral part of Ippan Shadan Hojin Tokyo American Club (the “Club”),
will be called “Connections.” Any reference herein to “Connections” will mean the “Tokyo
American Club’s Connections” group.

II.

OBJECT

The object of Connections will be to:(a)Promote social contact among its Connections members (each, a “Member”);(b)
Further intellectual and cultural interest in the community throughConnections programs and events; and(c)Raise funds in support of:• Connections programs and events• Connections charitable organizations• Club and community service initiatives

III.

MEMBERSHIP

III.1. ELIGIBILITY AND REMOVALMembership in Connections will be open to members of the Tokyo American Club, womenand men who have reached the age of 20. A member in Connections may be removed from
Connections membership by a majority vote of the full Connections board.

III.2. RESIGNATION
Resignation from membership of the Club will result in automatic resignation frommembership in Connections (membership in Connections hereinafter referred to as“Membership”). Members are automatically billed for a full year’s dues (“MembershipFees”) from September 1 each year; therefore, those resigning Membership after August 31
of a given year will still be obligated to pay their full Membership Fees. Members wanting toresign from Connections, but not the Club must do so by notifying Connections office byregular mail, email or in person at the Connections office.

III.3. HONORARY MEMBERSHIP
Honorary Membership may be granted at the discretion of the Connections board.

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IV.

GOVERNANCE

IV.1. CONNECTIONS BOARD
The purpose of the Connections board (the “Board”) will be to facilitate ongoing functions ofConnections. The Board will oversee day-to-day operations of Connections, solve problems,
filter ideas to the various committees and suggest future direction of Connections. The Board
will also maintain Connections Bylaws and the Policies and Procedures (attached hereto) andupdate them as needed and determined by the Board.

IV.2. BOARD MEMBERS
The Board will comprise the following elected officers (“Board Members”): President, Vice
President, the directors described herein (each, a “Director”) and other positions as needed
and determined by the Board.

IV.3. CONNECTIONS COMMITTEES
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Connections may create working committees as needed and determined by the Board
which may include the following: Nominating, Volunteer Appreciation, Coffee
Connections, Culture Connections, Cocktail Connections, Finance, Communications,
Enrichment Programs, Tours, Social Programs, Tokyo: Here and Now, Community
Events, Fundraising, Sales and Charities.
Each Board Member (except the President and Vice President) may create one ormore working committees to carry-out such Board Member’s duties andresponsibilities. Each such committee will meet regularly (e.g., on a monthly or more
frequent basis) as needed except a committee may elect not to meet in July and/or
August.
The President and/or each Board Member who oversees a committee will appoint one
individual to serve as chair or two individuals to serve as co-chairs for such committee,
all subject to the approval by majority vote of the Board. Each chair of a committee
will appoint and/or replace any individual to serve on such committee.
Each Board Member who oversees committees will (or will designate a committee
member to) take meeting minutes of committee meetings which will be provided in atimely manner for inclusion in the up-coming monthly Board Meeting read-ahead
package; and provide additional reporting to the President and Vice President on amore frequent basis as needed. Such minutes and reporting shall cover committee
activity, areas of concern, progress and next-steps.
Committee members will be mentored for future roles in Connections.

IV.4. BOARD MEETINGS
Connections Board meetings (“Board Meeting(s)”) will be held monthly on a regular schedule
except the Board may elect not to meet in July and/or August. Dates of the meetings may bechanged at the discretion of the Board. Business meetings of the general Membership may
be held at the discretion of the Board. Such business meetings will be announced on theConnections’ website.
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IV.5. BOARD MEMBER RESPONSIBILITIES•••Each Board Member will attend Board Meetings.
Each Board Member will generally maintain records, communicate on a regular basis
activity and progress to the person(s) to whom they report (including the President
and Vice President) or whom they supervise.
If a Board Member misses more than three Board Meetings in one calendar year, that
Board Member may be removed from office by the mutual agreement of the President
and Vice President.

IV.6. ADMISSIONS AND VOTINGBoard Members may vote and engage in Connections activities. Each Board Member will
have one vote. However, the President will vote only in the case of a tie vote.

IV.7. CODE OF CONDUCTBoard Members are responsible for their respective conduct in regard to relationships withother Board Members, Members and Connections office staff. Board Members are expected
to work cooperatively to maintain an atmosphere of collaboration and friendship. Members
must conduct themselves in a positive and professional manner when working in theConnections office (the “Connections Office”), using social media, participating inConnections activities and any time they represent Connections (the “Code of Conduct”).

V.

QUORUMOne half of the Board Members are needed in attendance to constitute a quorum. A majority
vote of the Board Members comprising the quorum will be decisive. At general Membership
meetings, a fifty percent vote of the Members present at the general Membership meeting
will be decisive.

VI.

ELECTED BOARD OFFICERS AND THEIR RESPECTIVE DUTIES

VI.1. PRESIDENT
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The Connections president (the “President”) shall be a Board Member and a citizen of
the United States of America
Will hold the status of a “Voting Member” based upon the Club’s Articles of
Association and will have previously served as a Board Member for at least one year
Will be an ex-officio member of committees
Will attend and preside over Board Meetings
Will countersign disbursements of funds over ¥100,000
Will fill vacancies on the Board with the support of other Board Members
Will be responsible for scheduling Board meetings
Will attend or send a substitute to Connections functions
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Will represent or send a substitute to Club special events
Will oversee the activities of Connections through open communication with the Vice
President and other Board Members
Will oversee the Connections Office supervisor, office assistant and office activities
Will review financial statements for Connections and will initiate meetings with the
Director of Finance to stay informed concerning the financial aspects of Connections
Will identify a Vice President, who must be a US citizen, to be next in line for succession
purposes
Will dismiss Board Members who violate the Code of Conduct, subject to a majority
vote of the full Board approving such dismissal
Will assist in a smooth transition for the next President

VI.2. VICE PRESIDENT
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The Connections vice president (the “Vice President”) shall be a Board Member, willreport directly to the President and will assist the President and act as the President’s
substitute when needed
The Vice President will assume the duties of the President should the President be
unable to complete the President’s assigned term and duties or need temporary relief
from duties for a specified period of timeWill serve on the Board and attend Board Meetings
Will attend and host monthly Coffee Connections or designate a representative
Will serve on committees as needed at the direction of the President
Will be authorized to countersign the President’s payment requests when necessary
Will assist the President and Director of Membership to fill in any vacancies in theorganization
Will support the activities and programs of Connections through attendance at events
Will maintain open communication with the Directors and President
Will review financial statements as they pertain to the assigned responsibilities
Will assist in a smooth transition for the next Connections Vice President

VI.3. DIRECTOR OF ADMINISTRATION
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The Connections director of administration (the “Director of Administration”) shall bea Board Member and will report directly to the President
Will serve on the Board and attend and run Board Meetings
Will be authorized to countersign the Director of Finance’s payment requests whennecessaryWill be responsible for general Connections administration and parliamentarian
duties, including By-Laws and Policies and Procedures reviews and updates
Will assist in a smooth transition for the next Connections Director of Administration

VI.4. DIRECTOR OF ENRICHMENT PROGRAMS•The Connections director of enrichment programs (the “Director of Enrichment
Programs”) shall be a Board Member and will report directly to the Vice President
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Will serve on the Board and attend Board Meetings
Will create, oversee and support the committees responsible for Connections’enrichment programs (each, an “Enrichment Program”)
Will assist in recruiting volunteers to the Director of Enrichment Programs’committees
Will attend Enrichment Programs presented by the Director of Enrichment
Programs’ committees or designate a representative
Will meet or communicate with the committee chairs on a regular basis to assure
timely event and class planning, publicity and implementation, including vendor
agreement execution and completion of event action plan forms, as applicable
Will review financial statements as they pertain to the Director of Enrichment
Program’s responsibilities
Will plan and organize an annual Enrichment Program open house or welcome event
Will attend and host monthly Culture Connections or designate a representative
Will assist in a smooth transition for the next Director of Enrichment Programs

VI.5. DIRECTOR OF TOURS
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The Connections director of tours (the “Director of Tours”) shall be a Board Member
and will report directly to the Vice President
Will serve on the Board and attend Board Meetings
Will create, oversee and support the committees responsible for Connections’ tours
and excursions (each, a “Tour”)
Will assist in recruiting volunteers to the Director of Tours’ committees
Will attend Tours presented by the Director of Tours’ committees or designate a
representative
Will meet or communicate with the committee chairs on a regular basis to assure
timely Tour planning, publicity and implementation, including vendor agreement
execution and completion of event action plan forms, as applicable
Will review financial statements as they pertain to the Director of Tours’
responsibilities
Will create a Tour booklet at the discretion of the Director of Tours
Will assist in a smooth transition for the next Director of Tours

VI.6. DIRECTOR OF SOCIAL PROGRAMS
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The Connections director of social programs (the “Director of Social Programs”) shallbe a Board Member and will report directly to the Vice President
Will serve on the Board and attend Board Meetings
Will create, oversee and support the committees responsible for Connections’ social
programs (each, a “Social Program”)
Will assist in recruiting volunteers to serve on the Director of Social Programs’committees
Will attend Social Programs presented by the Director of Social Programs’ committees
or designate a representative

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•••Will meet or communicate with the committee chairs on a regular basis to assure
timely Social Program planning, publicity and implementation, including vendor
agreement execution and completion of event action plan forms, as applicable
Will review financial statements as they pertain to the Director of Social Programs’
responsibilities
Will assist in a smooth transition for the next Director of Social Programs

VI.7. DIRECTOR OF COMMUNITY EVENTS
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The Connections director of community events (the “Director of Community Events”)
shall be a Board Member and will report directly to the Vice President
Will serve on the Board and attend Board Meetings
Will create, oversee and support the committees responsible for Connections’community events, including events currently named Tokyo: Here and Now, Nearly
New Sale and the Holiday Cookie Drive for TAC staff (each, a “Community Event”)
Will assist in recruiting volunteers to serve on the Director of Community Events’committees
Will attend Community Events presented by the Director of Community Events’committees or designate a representative
Will meet or communicate with the committee chairs on a regular basis to assure
timely Community Event planning, publicity and implementation, including vendor
agreement execution and completion of event action plan forms, as applicable
Will review financial statements as they pertain to the Director of Community Events’
responsibilities
Will assist in a smooth transition for the next Director of Community Events

VI.8. DIRECTOR OF MEMBERSHIP
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The Connections director of membership (the “Director of Membership”) shall be a
Board Member and will report directly to the Vice President
Will serve on the Board and attend Board Meetings
Will attend the Club’s New Member’s Orientations or designate a representative
Will recruit Members and appoint or serve as chair in the Connections nominating
committee (the “Nominating Committee”) in accordance with Section VII.1
Will participate in the Nominating Committee
Will assist the President and Vice President to fill Board and/or Membership vacancies
Will attend and host monthly Cocktail Connections or designate a representative
Will prepare and update communications related to welcoming new Members andsupport the recruitment of new MembershipWill review financial statements as they pertain to the Director of Membership’s
responsibilities
Will assist in a smooth transition for the next Director of Membership8
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VI.9. DIRECTOR OF FINANCE
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The Connections director of finance (the “Director of Finance”) shall be a Board
Member and will report to the President
Will serve on the Board and attend Board Meetings
Will prepare an annual financial report at the close of the fiscal year
Will create, oversee and support the finance teamWill attend programs represented by the Director of Finance and assist in thebalancing of finances for fundraising events
Will meet or communicate with the committee chairs on a regular basis to assure
timely preparation, execution and follow through of financial matters
Will review financial statements as they pertain to the Director of Finance’s
responsibilities
Will supervise the preparation of the annual Connections budget, present it to theBoard, and submit it to the Club’s Finance Department
Will maintain open communication with the President and other Board Members
regarding the financial issues of Connections
Will assist in a smooth transition for the next Director of Finance

VI.10. DIRECTOR OF COMMUNICATIONS
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The Connections director of communications (the “Director of Communications”)
shall be a Board Member and will report directly to the Vice President
Will serve on the Board and attend Board Meetings
Will create, oversee and support a Connections communications team(“Communications Team”) which will be responsible for public relations, publicity
both internal and external, Connections Facebook page, electronic newsletters andthe Club website as it pertains to Connections, all in concert with the Club’sCommunications Department
Will liaise with the Club’s Communications Department in matters concerning
Connections communications and coordinate iNTOUCH articles with the editor
Will attend those programs presented by the committee as neededWill meet or communicate with the committee chairs on a regular basis to assure
timely event planning, publicity and implementation, including vendor agreement
execution and completion of event action plan forms, as applicable
Will review information concerning Connections and its activities for publication andpublic relations
Will review financial statements as they pertain to the Director of Communications’responsibilities
Will assist in a smooth transition for the next Director of Communications

VI.11. DIRECTOR OF FUNDRAISING••The Connections director of fundraising (the “Director of Fundraising”) shall be a
Board Member and will report directly to the Vice President
Will serve on the Board and attend Board Meetings

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Will oversee and support the committees responsible for sale events, vendor relations
and annual fundraising events sponsored by Connections
Will attend programs presented by the Director of Fundraising’s committees ordesignate a representative
Will meet or communicate with the committee chairs on a regular basis to assure
timely event planning, publicity and implementation, including vendor agreement
execution and completion of event action plan forms, as applicable
Will review financial statements as they pertain to the Director(s) of Fundraising’s
responsibilities
Will assist in a smooth transition for the next Director of Fundraising

VI.12. DIRECTOR OF CHARITIES
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The Connections director of charities (the “Director of Charities”) shall be a Board
Member and will report directly to the Vice President
Will serve on the Board and attend Board Meetings
Will oversee and support the volunteers responsible for charity drives, charity
relations and the annual disbursement of funds to charitable recipients
Will attend charitable programs or designate a representative
Will support the committees responsible for sale events and other annual fund-raisingand social events
Will review financial statements as they pertain to Director of Charities’
responsibilities
Will annually review Connections charities to ensure that Connections funds areappropriately allocated to reputable organizations
Will assist in a smooth transition for the next Director of Charities

VI.13. DIRECTOR(S) AT-LARGE
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Will be appointed at the discretion of the President and/or Vice President for a limited
term to serve a specific purpose, including as a Connections liaison, if any, as assigned
to a Club committee (a “Director At-Large”), subject to the approval of the chair ofsuch Club committee; a Director At-Large is NOT a Board Member
Will report directly to the President and/or Vice President or their respective designee
Will assist the Board with special projects and events as appointed
Will work to learn aspects of Board and event leadershipWill be available to temporarily fill an open Board position should one suddenly
become available
Will attend Board Meetings as required
Will support activities and programs of Connections through attendance as events
warrant
Will maintain open communication with Board Members
Will assist in a smooth transition for a replacement Director At-Large, if necessary

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VII. ELECTION PROCEDURES
VII.1. NOMINATIONS
By January of each Membership year, the Director of Membership will recruit a minimum of
five voting Members that will serve as the Nominating Committee (including the Director of
Membership). Such voting Members shall not be an individual included in the slate of names
for elected office for the upcoming Membership year.
• The Director of Membership shall either: (1) appoint one of such voting Members aschair of the Nominating Committee; or (2) serve as chair of the Nominating Committee
during the final year of the Director of Membership’s tenure (i.e., the Director of
Membership is not an individual included in the slate of names for elected office forthe upcoming Membership year).
• In addition to the five voting Members, the President will serve on the Nominating
Committee as a non-voting Member.

VII.2. PROPOSAL OF OFFICERS AND THE MAY ANNUAL GENERAL MEETING
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The Nominating Committee will send out a communication to the general
Membership to determine if there are any Members who wish to be considered for aposition on the Board.
The Nominating Committee will consider all candidates and existing Board Members
to determine the best candidates to work as a team to meet Connections’ needs.
The Nominating Committee will present a slate of names for elected office to theexisting Board for its approval by a majority vote of the full Board. If there is no suchapproval, the Nominating Committee will reconvene to determine an alternative slate
to be re-presented to the existing Board for its approval as described herein.
It is preferable that any proposed nominee for elected office shall have participatedin a Connections committee and/or are well known to the Board for such nominee’s
skills, reliability and sense of responsibility.
The slate of proposed in-coming Board Members who have been duly nominated (the“Slate”) will be presented to the Connections Office for publication to Members nolater than 14 days prior to the annual general meeting in May (the “May Annual
General Meeting”).

VII.3. ELECTRONIC VOTING PRIOR TO THE MAY ANNUAL GENERAL MEETING••

Voting for the proposed slate shall be conducted electronically in the 10 days
preceding the May Annual General Meeting.
To be eligible to vote, all Members: (i) on the membership roll as of April 15th eachyear; and (ii) who have a valid e-mail address on their respective Connections
registration, will be automatically registered to vote electronically under theirindividual Club member number (including the -00 or -SP). If a Member shares theire-mail with a spouse or partner who is also a Member, one of them must provide an

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alternate e-mail address so that each Member can be separately registered to vote.
All Members shall have one (1) vote.
The proposed slate for the Board will be sent to all Members via e-mail as part of thevoting instructions package 14 days prior to the scheduled May Annual General
Meeting. Every Member will receive a ballot, a personal password and voting
instructions via such Member’s registered e-mail address. There will be no in person,
paper or postal mail voting except that if the May Annual General Meeting is held,
written ballots will be accepted during the first 15 minutes of the May Annual General
Meeting. The information will be sent to Members via the Club management office
and in a manner consistent with the Club voting procedures. The window of time forelectronic voting will open in the immediately preceding 10 days prior to the May
Annual General Meeting or revised election date as voted on by the Board (the“Election Date”), and will close on the eve of the Election Date. This window of time
will be valid regardless of whether the May Annual General Meeting is held.
Connections will utilize the same third-party software service that the Club utilizes for
the Club’s annual general meeting, will receive support from the Club’s information
technology (IT) department and obtain additional guidance from Club management as
necessary.
Votes will be counted the morning of the Election Date in a manner consistent with
the Club voting procedures and shall be overseen by Club management. Results will
be provided to the Director of Membership and the Vice President for presentation at
the May Annual General Meeting. If the event is not held, results of the vote will be
published via the Connections Newsletter, Facebook and/or any other social media
available to the Membership.

VII.4. ELECTION DATE
Each individual listed in the slate of proposed in-coming Board Members will be elected at
the May Annual General Meeting or the Election Date under the direction of the Director of
Membership and the Vice President. Changes to the Election Date may be made at thediscretion of the Board. Officers will assume their respective duties on June 1st.

VII.5. REPLACEMENT OF BOARD MEMBER(S)In the event that a Board Member can no longer serve on the Board, such departing Board
Member may recommend an eligible Member to fill the vacant Board position. The President
will have the authority to appoint a new, recommended Board Member or alternative
Member and the Board will vote to approve. If no replacement is available to fill a vacant
Board position, as necessary and only until a replacement actually fills such vacant Board
position, the duties associated with such vacant Board position shall be re-allocated to one ormore existing, filled Board positions, subject to Board approval.

VII.5. BOARD OFFICE TERMS
VII.5.1. PRESIDENT
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An individual elected to the office of President may serve in that capacity for two
consecutive two-year terms. An initial appointment as President to serve theremainder of an unexpired term will not count toward the two consecutive term limit.
VII.5.2. OTHER BOARD OFFICES
An individual elected to any office other than President may serve in that capacity fora one-year term. An initial appointment to serve the remainder of an unexpired term
will not count toward the one-year term limit. Unless the President and theNominating Committee approve a longer maximum term, an individual may continue
to serve in the same office beyond the initial one-year term for a maximum of threeconsecutive one-year terms with the annual approval of the President and theNominating Committee, in each instance. For clarity, existing Board Members are notguaranteed to remain in their respective positions after any one-year term.

VIII. AMENDMENTS
Either the Board or the general Membership of Connections may initiate amendments tothese by-laws. The proposed changes will be voted on at a Connections Board meeting. The
rules and recommendations contained in the most recent edition of Robert’s Rules of Orderwill govern this organization in cases in which they are applicable and do not conflict withthese by-laws.

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