Florida Japan Exchange and Teaching Alumni Association, Inc.
These bylaws were adopted on March 28, 2019 by a simple majority vote of the Executive Officers of the Japan Exchange and Teaching Alumni Association of Florida (hereafter Florida JETAA). The following comprehensive bylaws replace all previous versions associated with Florida JETAA.
Section One: Name, Territorial Limits, and Description of Florida JETAA
The name of this organization is the Florida Japan Exchange and Teaching Alumni Association (Florida JETAA). It is an organization composed of former participants in the Japan Exchange and Teaching Programme (JET) who reside in Florida. This document contains the purpose and procedures for the operation of this organization as of the day of ratification. Changes to these bylaws can be made by a majority vote of the chapter‘s Executive Officers.
Section Two: Mission Statement of Florida JETAA
The purpose of Florida JETAA is to support the JET Programme and alumni of the JET Programme in the state of Florida. As former Assistant Language Teachers and Coordinators for International Relations in Japanese communities, our goal is to promote a broader and deeper knowledge of Japanese culture and language through our local Florida chapter activities and charitable events, thus playing an important role in the promotion of peace and mutual understanding between the people of Japan and the United States. Florida JETAA promotes Japan and Japanese cultural education in the form of non–profit community, cultural, and social events on a grassroots level. Florida JETAA also aims to support JET Programme alumni by serving as a network connecting them to their experiences in Japan, and providing professional development training to apply said experiences to their respective fields. The organization also supports the Consulate General of Japan in Miami in the recruitment and training of future JET Programme participants as volunteers for information sessions and orientations.
Section Three: Legal and Fiscal Restrictions of Florida JETAA This is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt
er section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Typical events include cultural events, educational workshops, and charitable fundraising.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this section and section two of this document. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section Four: Dissolution Should the organization be dissolved, assets shall be distributed for one or more exempt purposes to US Japan Exchange & Teaching Programme Alumni Association (US JETAA) within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any
future federal tax code; or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Section Five: Florida JETAA membership
Florida JETAA is open to all former participants of the JET Programme who reside in Florida. Membership is acquired by registering with Florida JETAA through the established registration form on the chapter‘s official website.
(a) Adjunct membership: “Friend of JET‘ Florida JETAA seeks to be an inclusive organization for the good of the community. In recent years it has become increasingly common for participants in the JET Programme to bring their families with them to Japan. These family members, while not formal JET participants, play an important role in the cultural education of the communities in which they reside. In an effort to recognize their contributions, Florida JETAA offers an adjunct membership, titled ‘Friend of JET‘, to spouses and children of former JET participants who lived with the participants in Japan while in the JET Programme. Additionally, there have been increasing instances of non–participants of the JET Program residing in Florida who, through their interests in Japan and the limited opportunities for exposure to authentic Japanese culture and information, have sought to be involved with the organization. This adjunct membership entitles these individuals and the family members of former JET participants to participate in Florida JETAA functions as members, with the exception that they cannot occupy officer positions or vote on chapter business.
(b) Dues: Florida JETAA does not collect dues in order to establish membership.
Section Six: Chapter Officers
The officer positions in Florida JETAA are as follows:
President Secretary Webmaster
Vice–President Treasurer Information Officer
See standard operating procedures for detailed descriptions of each position.
(a) Term: Officers serve a two–year term from April 1 to March 31. After two years, if officers wish to continue their position, they will need to be re-elected and follow the procedures for election. In the event that an officer position becomes vacant during a term, the Executive Officers must appoint an active member to serve on an interim basis until the next election period.
(b) Election: To ensure stability of leadership, three (3) Executive Officer positions open for election on alternating years as follows: (1)Treasurer, Secretary, Information Officer; (II) President, Vice President, Webmaster. In special circumstances (e.g. unexpected vacancy, etc.), the Executive Officers may unanimously decide to change the order of positions open for election in ag year; however the Treasurer and President should be selected in alternating years if possible. Florida JETAA members who wish to be officers must submit their names for consideration by December 31 of each year. In the event that no names are submitted, current officers or officials at the Consulate General of Japan in Miami may nominate candidates. Candidates will be presented to the body of members by January 15 and voting will begin. Votes must be received via email, in writing, or by the ballot method selected by the Executive Board. One (1) Executive Officer whose position is not up for election will be responsible for managing a fair, confidential tally of the votes. In the event that no votes are received or a tie occurs, the President, with assistance from available, elected officers from the previous year, will appoint the new officers from among the candidates through discussion followed by a vote.
(c) Transition Period: The month of February of each year will mark a time for former Executive Officers to transition newly elected officers into their positions and responsibilities. Newly elected officers will be required to take over the official accounts from former officers, and attend an Executive Officers‘ meeting with outgoing officers prior to the end of the Fiscal Year (March).
Section Seven: Regional Representation
To better serve local needs, Florida JETAA will be represented throughout the state by Regional Representatives in designated Chapter Regions.
(a) Selection of Regional Representatives:
Regional Representatives shall be appointed and removed by the Executive Board as necessary and by mutual consensus. The Executive Board will make appointment decisions based on a pool of volunteers from the Region. Prior Regional Representatives recommendations will also be taken in to consideration.
(b) Regional Areas of Florida: The Executive Board shall reserve the right to add, remove, or adjust currently existing Regions to accommodate fluctuation of membership concentration. As of 2018, Florida JETAA Regions include:
Pensacola Tallahassee Jacksonville Gainesville Orlando Tampa Treasure Coast Ft. Meyers South Florida
Section Eight: Board of Directors
The purpose of the Board of Directors shall be to advise and support the Executive Board. The Board of Directors consists of the elected Executive Officers and the immediate past president. Additional Board Members can be added by unanimous consent of all Board Members. Furthermore, any decision of the Board relating to the actions and management of Florida JETAA must be by majority vote. In the event of a tie, regional representatives are invited to vote to provide a tiebreaker. Should a tie still occur the JETAA USA Country Representative with jurisdiction of Florida would be invited to cast the deciding vote.
Section Nine: Meetings
Florida JETAA will hold a minimum of four (4) business meetings per year with the Board of Directors to discuss chapter business. Meetings may be held in person, via phone, or over the Internet.
Section Ten: Funding
(a) Grants: Florida JETAA is a not–for–profit organization that receives its primary funding through grants from the Council of Local Authorities on International Relations (CLAIR), and the Ministry of Foreign Affairs (MOFA) of Japan. Both sections of Japanese government are involved in the management of the Japan Exchange and Teaching (JET) Programme. The funds received are
and Japanese culture and language education. These funds are and shall in no way be used to promote or discredit political campaigns in any way.
Florida JETAA is also funded by private donations.
(c) Fundraising: Florida JETAA may also fund itself through fundraising events. In principle, a portion of all fundraised proceeds shall be donated to a Japan-related charitable cause as determined by the Executive Board.
Management of Assets:
Florida JETAA will maintain financial records detailing the expenditures of the organization throughout the fiscal year. The annual accounting period for which financial reports and returns will be based will be the fiscal year beginning on April 1 and ending on March 31.
Section Eleven: Standard Operating Procedures
(a) Duties of Elected Officials:
In this section, the purview of each elected official shall be outlined.
President: The President shall attend the JETAA USA yearly conference and report important
information back to the Board of Directors and members, vote on issues presented to the Board of Directors, act as a tie-breaker in the event that the Board is unable to reach a majority decision, and represent Florida JETAA at a minimum of one (1) yearly event. The President will also work with the Secretary and Information Officer to create and distribute an annual report on the chapter’s activities to all Florida JETAA members.
Vice-President: The Vice-President shall attend the JETAA USA yearly conference if the President is
unable to attend and report important information back to the Board of Directors and members, vote on issues presented to the Board of Directors, and represent Florida JETAA at a minimum of one (1) yearly event.
Secretary: The Secretary shall keep minutes during Board meetings and disseminate information to all
members of the Board of Directors, maintain Florida JETAA documents, vote on issues presented to the Board of Directors, and represent Florida JETAA at a minimum of one (1) yearly event. The Secretary will also collaborate with the President and Information Officer to create and distribute an annual report on the chapter’s activities to all Florida JETAA members.
Treasurer: The Treasurer shall maintain the financial record of Florida JETAA, be responsible for
preparing budget requests and end-of-fiscal year reports, vote on issues presented to the Board of Directors, and represent Florida JETAA at a minimum of one (1) yearly event.
Information Officer: The Information Officer will collaborate with the Board of Directors, especially
the Webmaster, and the JETAA community to promote Florida JETAA events and maintain accurate and engaging flow of information between all parties. The information shall be shared through social media and an electronic newsletter to be issued quarterly. They will also work
with the Secretary and President to create and distribute an annual report on the chapter‘s activities to all Florida JETAA members.
Webmaster: The Webmaster will be responsible for maintaining and updating the Florida JETAA
website, voting on issues presented to the Board of Directors, and representing Florida JETAA at a minimum of one (1) yearly event. They will also be responsible for collaborating with the Information Officer on the promotion of events.
Regional Representatives: Regional Representatives are required to organize a minimum of one (1)
event per calendar year within their Region in order to be considered active. Regional Representatives must report the event attendance to the Board of Directors.
Section Twelve: Communication with Members
Issues discussed at business meetings will be reported in the chapter newsletter, email reports, Facebook, or the website. Members will be notified of business concerning chapter bylaws prior to ratification.
General communication with the chapter members is conducted through an email list, blog, and website. Additional communication may be provided through the newsletter and social networking sites such as Facebook and LinkedIn.
Section Thirteen: Conflict of Interest Resolution
Executive Officers are required to disclose any existing conflicts of interest. Any conflicts of interest will be dealt with in accordance with the Conflict of Interest Policy (Appendix A) adopted herein.
Section Thirteen: Ratification
Allan B. Mordetsky
Conflict of Interest Policy & Agreement
Florida JET Alumni Association, Inc.
Article I: Purposes
It is important for the Florida JET Alumni Association, Inc. Executive Officers and Board of Directors to be aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting the affairs of the corporation and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever. Conflicts occur because the many persons associated with the corporation should be expected to
do in fact generally have, multiple interest and affiliations and various positions of responsibility within the community. In these situations, a person will sometimes owe identical duties of loyalty to two or more corporations. The purpose of the conflict of interest policy is to protect the corporation‘s tax–exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation, or may result in a possible excess benefit transaction. The policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the corporation‘s obligations to its charitable purposes and to the public interest. Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long–range best interests of the corporation do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.
Each member of the executive board and board of directors has a duty of loyalty to the corporation. The duty of loyalty generally requires an officer or director to prefer the interests of the corporation over the officer‘s/director‘s interest, or the interests of others. In addition, officers and directors of the corporation shall avoid acts of self–dealing which may adversely affect the tax–exempt status of the corporation, or cause there to arise any sanction or penalty by a governmental authority.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers and directors of committees with governing board delegated powers considering the proposed transaction or arrangement.
Article II: Definitions
2.1 Interested Person
Any officer, director, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity which the corporation has a transaction or arrangement,
(a) A compensation arrangement with the corporation or with any entity or individual with
which the corporation has a transaction or arrangement, or (b) A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III: Procedures
3.1 Duty to Disclose
In connection with any actual or possible conflict of interest, and interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers, directors, and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
3.2 Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3.3 Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the governing board or committee
meeting, but after the presentation they shall leave the meeting during the discussion of, and
the vote on, the transaction or arrangement involving the possible conflict of interest. (b) The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement. (c) After exercising due diligence, the governing board or committee shall determine
he corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation‘s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
3.4 Violations of the Conflicts of Interest Policy
(a) If the governing board or committee has a reasonable cause to believe a member has
failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to
disclose. (b) If, after hearing the member‘s response and making further investigation as warranted by
the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
(a) The names of the person who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board‘s or committee‘s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article VI: Annual Statements
(a) Has received a copy of the conflicts of interest policy,
Has read and understands the policy, Has agreed to comply with the policy, and
Understands that the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax–exempt purposes.
Article VII: Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax–exempt status, periodic reviews shall be conducted. The periodic reviews shall, at minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent
survey information and the result of arm‘s length bargaining. (b) Whether partnerships, joint ventures, and arrangements with management
conform to the corporation‘s written policies, are properly recorded, reflect reasonable investment, or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the corporation may, but need not use, outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
CERTIFICATE OF ADOPTION OF CONFLICT OF INTEREST POLICY AND
I DO HEREBY CERTIFY THAT THE ABOVE STATE Conflict of Interest Policy and agreement for The Florida JET Alumni Association, Inc. were approved and adopted by the board of directors on March 28, 2019 and constitute a complete copy of the Conflict of Interest Policy of the corporation.
(Lauren A. Sorondo)