The name of the corporation is the Association of Teachers of Japanese; hereinafter referred to as the Association.

The purposes of the Association are:

1. To promote and encourage cooperation and exchange among scholars, teachers, and students of Japanese language, literature, and linguistics, and others engaged in those activities, and to promote academic work and foster research and study in those fields and to broaden and deepen knowledge of Japan and its culture.

2. To promote the exchange of ideas, information, and experience relevant to the concerns of its members through meetings, educational seminars, publications, correspondence, and other such activities.

3. To encourage the development and dissemination of superior methods of teaching Japanese language, linguistics, and literature, and to aid in the attainment of increased teaching expertise, broad competence, intellectual depth, and overall professional excellence.

4. To publish the journal and newsletter of the Association, and other materials.

5. To keep current with regional, national, and international developments in the fields mentioned above and related areas.

There shall be the following classes of membership in the Association:

1. Regular members are those persons who have a professional interest in the teaching of Japanese as a foreign language and who have paid dues and fees in full for the current year.

2. Student members are those persons who are full-time students in a college or university and who are interested in becoming professional teachers of Japanese, and who have paid dues and fees in full for the current year. Student membership may be held for a maximum of four years in total.

3. Subscription members are those institutions, libraries, and organizations whose participation is expressly limited to subscription to the official journal of the Association, and who have paid subscription fees in full for the current year.

Only regular members have the right to vote and hold office in the Association. Membership may be suspended or terminated for nonpayment of dues or fees at the discretion of the Board and staff.

Section 1. Board of Directors' Responsibilities

The management and supervision of the activities, affairs, and assets of the Association shall be vested in the Board of Directors. The directors shall serve without compensation.

Section 2. Number and Election of Directors

The Board shall consist of nine elected Directors, each serving a three-year term beginning immediately after the annual meeting at which he or she is elected, and the President of the Association. Terms of office for the Directorsshall be arranged into three groups of three members each, so that three new Directors will be elected each year. Five seats may be filled by any regular member of the Association in good standing. The Nominating Committee shall take into consideration the needs and interests of the membership in ensuring a balance of representation on the Board across disciplines, types of institutions, geographic regions, etc. Elections shall be conducted by mail or electronically at least one month before each annual meeting. In case of a tie there shall be a runoff election. Directors having served a full term may not be reelected to the board without a three-year absence from it.

Section 3. Board Member Vacates Position

Should a Director resign before his or her term expires, the Board may fill the vacancy for the unexpired term at its discretion keeping in mind the balance of representation on the Board. Formal announcement of the change shall be made to the membership in the Newsletter.

Section 4. Meetings of the Board

The annual meeting of the Board shall be held in conjunction with the annual membership meeting. The Board shall report at the annual meeting of the Association the proceedings of the previous year and shall present a statement of the financial condition of the Association. The President may call special meetings as necessary for the purpose of discussing, planning, and coordinating Association activities and conducting such business as shall come before it at that time. Board members must be given reasonable advance notice of such meetings.

Section 5. Quorum and Voting

Seven of the nine voting members participating in any meeting of the Board shall constitute a quorum. Participation via electronic means such as telephone or video conferencing shall constitute participation for the purposes of voting and establishing a quorum. Each matter shall be decided by the majority vote of those participating. The presiding officer of any meeting shall vote only in the case of a tie.

Section 1. President's Responsibilities

The President shall represent the Association on public occasions and in contact with other organizations and persons and shall provide vision and direction to the Association. The previous president shall assist the President by making available any documents, knowledge, and experience deemed helpful to the fulfillment of his or her duties.

Section 2. Election of the President

The President shall be elected at least one month before the annual meeting by a general vote of the membership. The President shall serve a three-year term that will begin at the Board meeting following the annual meeting at which he or she is elected. At least two candidates for President shall be selected by the Nominating Committee. If the person elected President is serving on the Board, he or she shall resign from that position, effective when the term as President begins.

Section 3. President Vacates Position

Should the President resign before his or her term expires, the Board will appoint a President at its discretion to complete that term. The appointed President will be selected from among those who have previously served as President of the Association. If the elected President becomes temporarily unavailable, the President will appoint a member of the Board of Directors to serve as Acting President. Formal announcement of the change shall be made to the membership in the Newsletter.

The Board may appoint an Administrative Director who shall have general administrative responsibility, including the maintenance of financial records; correspondence with the Board and members; arranging meetings; conducting elections; and other office operations. The Director shall also have responsibility for conducting and/or coordinating fundraising for Association projects and activities. The Director shall sit as a non-voting member of the Board. The Administrative Director shall be compensated at a level determined by the Board. The Director shall submit a written report outlining accomplishments and issues encountered each year. The Board shall evaluate the responsibilities and accomplishments of the Director in writing each year and determine whether or not the Director shall continue in the position.

Section 1. Meetings

The Association shall hold an annual meeting of the membership at such time and place as may be decided by the Board. Special meetings of the membership may be called by the Board or by a petition signed by one-tenth of the Regular Members of the Association.

Section 2. Notice of Meetings or Elections

Notice of every meeting of the Association shall be sent to the membership at least three weeks prior to the meeting. The time, place, and major purpose of the meeting shall be announced.

Section 3. Voting

Votes of the membership may take place at the annual meeting, by mail, or by electronic means. Each matter shall be decided by a majority vote of those casting votes. In the case of mail, ballots shall be mailed at least three weeks before the deadline. In the case of electronic voting, members shall have twenty-one days to respond. Ballots shall be sent to addresses provided by members, and no extensions of election deadlines shall be made due to delays in the delivery or receipt of ballots due to circumstances beyond the control of the Administrative Director.

Membership dues shall be due and payable annually upon the first day of January, in current United States dollars payable at the offices of the Association. The amount of annual dues and the amount, purpose, and due date of any special fee or assessment to the membership shall be determined by the Board, but shall be subject to the approval of the general membership by majority vote at a meeting or by a mail ballot.

The fiscal year of the Association shall be the period January 1 to December 31 inclusive.

There shall be an audit of accounts or a financial review of the accounts of the Association of Teachers of Japanese by an independent accountant at least every three years.

Section 1. Creation of Committees

The Board shall appoint such standing committees or special committees as it deems necessary. In addition, the President may appoint special committees when it is deemed infeasible to wait until a full meeting of the Board. Committees shall always be chaired by Board members, but may include other members of the Association in good standing.

Section 2. Nominating Committee

Members of the Board whose appointment is expiring in the following year will serve as members of the Nominating Committee. The Committee shall elect its own chair at the annual meeting and shall submit to the Administrative Director on or before December first of each year a slate of candidates for election to the Board (including the position of President when applicable). The slate shall have at least two candidates for each position available, and each nominee must have agreed to serve if elected. The Nominating Committee shall solicit suggestions for nominees from the regular membership and shall give careful consideration to the need for a broad representation of the membership on the Board.

Section 3. Annual Seminar Committee

Members of the Board in their second year of service will constitute the Nominating Committee, with responsibility for organizing the annual seminar sponsored by the Association to provide members will an opportunity to share research. The Committee shall elect its own chair at the annual meeting.

Robert's Rules of Order Revised shall govern in all matters of parliamentary law not covered by these bylaws.

In the event that the Association dissolves, the Board shall dispose of all assets in a manner consistent with the mission of the Association.

These Bylaws may be altered, amended, or repealed by a majority vote of the regular members present in person or by proxy at any meeting of the membership or by a majority vote in a mail or electronic ballot, but no proposed amendment shall be acted upon without a minimum of three weeks' prior notice in writing. Amendments to the Bylaws may be proposed by the Board or by one tenth of the regular members of the Association.

(proposed September 2008 by the Bylaws Committee; proposal amended October 20, 2008, by the full Board; sent to full membership January 10, 2009; approved by ballots received March 10, 2009, and counted March 20, 2009)