The name of this corporation is MAKOTO AIKIDO KYOKAI, INC. (“Corporation”).
The principal office for the transaction of the activities, affairs, and business of the Corporation (“principal office”) is located at 3026 Telegraph Road, Ventura, California 93003. The Board of Directors (the “Board”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these By-Laws opposite this Section, or this Section may be amended to state the new location.
The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the California non-profit mutual benefit corporation law. Such purposes for which the Corporation is formed are within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986. More specifically, the purposes of the Corporation are to improve business conditions and promote such common interests of individuals engaged in the aikido martial arts industry, to promote and provide the teachings of O’Sensei Morihei Ueshiba on a global scale and to promote peace among all beings.
The Corporation Logo shall be comprised of four components. The first, an underlying circle which makes up the canton of the Logo. The next component shall be a fan shape with the kanji “Makoto” in the main body. The third component will be “MAKOTO AIKIDO” directly under the fan shape inside the circle. The fourth component will be the word “KYOKAI” directly under the circle in a linear fashion.
The Corporation Logo shall be regarded as the official trademark of the Corporation and shall not be used in any other way without the express written consent of the Board.
The Corporation shall have four (4) classes of members, designated to Aikido Dojo Affiliate, Aikido Dojo Conditional, Patron Dojo and individual. Any person dedicated to the purposes of the Corporation and otherwise meeting the qualifications for each class of membership, including any requirement for approval by a membership committee, shall be eligible for membership upon approval of the membership application by the Board and the payment of such dues and fees as the Board may fix from time to time.
The qualifications for each classification are as follows:
In addition, an Aikido Dojo Affiliate Member must meet the following conditions for continued membership in the Corporation:
Other benefits of being an Aikido Dojo Affiliate Member are:
In addition, an Aikido Dojo Conditional Member shall meet the following conditions for continued membership:
An additional benefit of being an Aikido Dojo Conditional Member is that the Dojo-Cho will receive an “Individual Association Membership” and subscription to the “Aikido Vision” newsletter at no additional fee.
Application for Affiliate, Conditional, Patron and Individual Membership shall be made in writing, or via internet, and addressed to the Corporation. Applications, on a form designed by the Board, shall be accompanied by payment of membership fees as required by the Board for each class of membership. Applications which are incomplete or contain misleading information may be deemed not as acceptable.
Each application for membership must be signed and dated by the applicant. Online applications need not be signed.
The Corporation shall notify all members of the Corporation of the names of new members. Such notice may be by means of a special notice or the Internet Website Roll Sheet.
Applications for membership shall be considered by the Board at the next regular Board meeting. Membership shall be granted at the same meeting if the application meets all criteria specified in these By-Laws.
No person shall be disqualified from membership solely on account of race, color, religion, sex, national origin, marital status, age, political affiliation or handicap.
A vote of the Board with at least a quorum present shall be required to accept or renew a Member.
The Corporation shall notify each new member of his or her acceptance to membership and of the membership number assigned. Membership numbers shall be assigned consecutively in the order in which the members are approved. Terminated membership numbers shall not be reassigned. Membership numbers shall not be transferable.
Any Corporation roster or list, furnished or published, is for the private use of members and for Corporation business only and shall not be used for any commercial or business purpose whatsoever.
No membership may be transferred to another person or organization.
All resignations shall be made in writing and addressed to the Corporation.
No resignation from membership shall be accepted or take effect until all indebtedness from the member resigning shall have been paid. However, no additional dues, fees or assessments shall accrue in such cases, subsequent to the time that a resignation notice is filed with the Corporation. The Board may waive some or all of the indebtedness of a resigning member.
A member may be suspended by the Board, in closed session, for conduct injurious to the welfare of the Corporation. Upon written complaint of one or more Corporation members, the Board shall investigate the circumstances of alleged misconduct. If any further action is deemed necessary, both or all of the members involved in the complaint shall be called to appear before the Board. After such a hearing, the Board may suspend or censure the member(s) at its discretion. The member or members shall be notified of the Board’s decision.
A member shall be suspended by the Board for failure to pay any dues or indebtedness to the Corporation within thirty (30) days of notification by the Corporation of such dues or indebtedness.
A suspended member shall not enjoy the privileges of membership, be permitted to vote, participate in any ranking event or serve in any office until the cause for such suspension is removed. A suspended member shall be notified by the Corporation.
Any member suspended for non-payment of indebtedness shall be expelled by the Board without further notice if payment in full of all indebtedness is not received by the Corporation within thirty (30) days of notification by the Corporation of suspension.
Any cessation of membership, by death, resignation or otherwise, shall operate as an unconditional assignment to the Corporation of all rights, title and privileges of such membership, except as may be otherwise specifically provided by these By-Laws.
The Board may reinstate a terminated member of the cause for termination has been removed, if not more than thirty (30) days have elapsed since the termination.
The Board may reinstate a terminated member and restore the membership number of such member if the terminated member applies in writing to the Secretary for such reinstatement and payment is made to the Corporation of all dues and assessments subsequent to the termination up to the date of application for reinstatement. No credit shall be allowed for unused credits of any kind.
All candidates shall be nominated by a Corporation Dojo-Cho or by applying directly to the Corporation for consideration a minimum of thirty (30) days prior to the scheduled examination date.
All applicable fees are to be submitted directly to the Corporation along with an examination application.
All DAN candidates are encouraged to attend at least two (2) out of the three (3) quarterly “Senior Training/Dan Candidate Evaluation” meetings, one of which should be the meeting just prior to the DAN Testing Days.
Keiko (Practice) records of all candidates must be submitted to the Corporation two (2) weeks prior to examination. These records must show that candidates have been participating in Dojo training equivalent to three (3) practices per week since the date of their nomination.
Candidates possessing DAN or Kyu rank from a Dojo that has an Aikido Dojo Conditional Membership must submit a training resume which is to include the history of the Dojo at which he or she is currently training and a personal training history in Aikido.
Candidates possessing DAN rank must submit a copy of Yudansha book and/or an 8-1/2” x 11” copy of DAN certificate. Authenticity will be confirmed by the Board.
Dojo-Cho is encouraged to accompany any student that he or she nominates for DAN rank to testing location.
Any candidate who is not promoted at the time of examination shall have the opportunity for reevaluation and reexamination in accordance with Section 10.02 below.
The senior membership shall be defined as the Master Instructor, CEO, CFO, Board, staff officers and all other members of the rank of Third Kyu (Sankyu) and above.
The Senior Membership shall convene for DAN Examinations on the first Saturday of May and November of each year. The location of the DAN Examinations shall be decided by Larry Reynosa Sensei and/or the CEO and/or by the Board and will be announced to all members at least three (3) months prior to the DAN Examination Day. Any modification to the date of this meeting shall be announced three (3) months ahead of the modified date.
Dates for Senior Membership meetings for DAN “Re-Examinations” shall be set at the discretion of Larry Reynosa Sensei and/or the CEO and/or the Board on a case by case basis. Only DAN Candidates who failed a previous examination shall be considered on these dates.
There shall be Senior Training/DAN Candidate Evaluation Sessions conducted on the first Saturday in the months of February, May, August, and November unless otherwise specified in accordance with these By-Laws. The location of these sessions shall be at the Corporation’s headquarters located at Makoto Dojo in Ventura, California, U.S.A., unless otherwise specified in accordance with these By-Laws. Any modification of the date or location of these meetings shall be announced at least three (3) months prior to the session being modified.
Special meetings of the membership may be called by Larry Reynosa Sensei, the CEO, a quorum of the Board or by written petition signed by at least ten (10) Corporation members in good standing.
The Corporation shall notify all members of the time and place of any special meeting of the membership at least thirty (30) days in advance. The notice of any special meeting shall state the business of the meeting and no other business may be transacted at a special meeting except as designated in the notice.
Each member present and in good standing shall be entitled to one (1) vote.
Except as otherwise provided by law or by these By-Laws, all questions shall be decided by majority vote of those Corporation members in good standing, or their alternates as provided herein, present and voting.
Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than forty-five (45) days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.
Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.
Any action, except election of directors, that may be taken at any meeting of members may be taken without a meeting by complying with the following:
For purposes of determining the members entitled to notice of any meeting, vote at any meeting, vote by written ballot, or exercise any right with respect to any lawful action, the Board may fix, in advance, a record date. The record date so fixed
If not otherwise fixed by the Board, the records date for determining members entitled a) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceeding the day on which the meeting is held, and (b) to vote at the meeting shall be the day on which the meeting is held.
If not otherwise fixed by the Board, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.
If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.
For purposes of Sections 12.01-12.04, a person holding a membership at the close of business on the record date shall be a member of record.
Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed by the secretary of the Corporation. A proxy shall be deemed signed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member’s attorney-in-fact.
If the Corporation has one hundred (100) or more members, any form of proxy distributed to ten (10) or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters and shall provide, subject to reasonable specified conditions, that, when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a member marks “withhold,” or marks otherwise in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.
Any revocable proxy covering matters for which a vote of the members is required, including amendments to the Articles; amendments to the Articles or these By-Laws changing proxy rights; removal of directors without cause; filling vacancies on the Board; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all of the corporate assets unless the transaction is in the usual and regular course of the Corporation’s activities; the principal terms of a merger or the amendment of a merger agreement; the election to dissolve the Corporation; contracts or transactions between the Corporation and an entity in which a director has a material financial interest; or a plan of distribution of assets other than money to members when the Corporation is in the process of winding up, when the distribution is not in accordance with liquidation rights of any class or classes, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on.
A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect until (a) revoked by the member executing it before the vote is cast under that proxy, (i) by a writing delivered to the Corporation stating that the proxy is revoked, (ii) by a subsequent proxy executed by that member and presented to the meeting, or (iii) as to any meeting, by the member’s personal attendance and voting at the meeting, or (b) written notice of the death or incapacity of the maker of the proxy is received by the Corporation before the vote under the proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three (3) years from the date of execution. The revocability of a proxy that states on its face that it is irrevocable shall be governed by Section 7613 of the California Corporations Code.
The chair of the Board, or the president if there is no chair, shall appoint a committee to select qualified candidates for election to the Board at least one hundred twenty (120) days before the date of any election of directors. This nominating committee shall make its report at least ninety (90) days before the date of the election, and the secretary shall forward to each member, with the notice of meeting required by Section 10.04 of these By-Laws, a list of all candidates nominated by committee under this Section.
If the Corporation has five hundred or more, but fewer than five thousand (5000) members, members representing two percent (2%) of the voting power may nominate candidates for directors by petition, signed by those members within eleven (11) months preceding the next time directors are to be elected, and delivered to an officer of the Corporation. On timely receipt of a petition signed by the required number of members, the secretary shall cause the names of the candidates named on it to be placed on the ballot along with the names of those candidates named by the nominating committee.
If there is a meeting of members to elect directors, any member present at the meeting in person or by proxy may place names in nomination.
The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and reasons for the nominee’s candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
Without Board authorization, no corporate funds may be expended to support a nominee for director after more people have been nominated for director than can be elected.
The government of the Corporation shall be vested in a Master Instructor, Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Board of Directors composed of eight (8) persons and staff officers which will include a secretary, a treasurer and other officers deemed necessary by the Board.
Each governing position shall be occupied by a Corporation member in good standing.
Regular meetings of the Board shall be held on the same dates as the “Senior Membership DAN Testing/Training/Candidate Evaluation Meetings” are held in accordance with the scheduling criteria specified in Articles IX and X of these By-Laws.
Special meetings of the Board may be called by the CEO or any Board member for the purpose of conducting special business having to do with the Corporation. All the directors shall be notified of the time and place at least five (5) working days prior to the meeting date. No business may be transacted at a special meeting except that which is designated in the notice.
Any Corporation member may attend Board meetings, except as otherwise provided in these By-Laws.
A quorum shall consist of at least five (5) members of the Board. An officer present and acting for an absent director shall be counted for purposes of establishing a quorum.
Failure of any director for two(2) consecutive months to attend the meetings of the Board without a legitimate excuse from the CEO may be grounds for removal by the remaining Board members in accordance with these By-Laws.
If a vacancy on the Board, through death, resignation, or removal from office, the Board may appoint a qualified successor to serve until such appointee or a successor is elected at the next meeting of the membership.
The Board shall have the power to make Corporation rules and to appoint officers and to designate committees as it deems advisable to carry out the purpose of the Corporation.
The Board shall establish the dues, fees and assessments required for each membership classification in accordance with these By-Laws.
A file of Standard Operating Procedures shall be maintained, added to and amended by the Board to handle the day-to-day administrative tasks and clerical business of the Corporation and to give guidance to the officers and future Board members.
The minutes of all meetings of the Board shall be posted or distributed to all Corporation members upon request.
The term of office of each director shall be indefinite. The CEO shall be the highest ranking member for an indefinite term. The CFO shall be appointed by the CEO and approved by the Board. An eligible member may be elected to fill an unexpired term of office in the event of a vacancy on the Board.
The term of each director shall commence at a special installation meeting of the membership following his or her election.
The term of each director shall terminate upon the installation of a qualified successor.
The officers of the Corporation shall be a president/CEO, a secretary and a CFO. The Corporation may also have, at the Board’s discretion, a chair of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of this Article XVI. Any number of offices may be held by the same person.
The appointed officers of the Corporation shall consist of a secretary and a treasurer. Other officers shall be appointed by the Board as deemed necessary to carry out the Corporation’s business.
The term of each officer shall be determined by the Board.
The term of office for each officer shall commence at a special installation meeting of the membership following his or her election or appointment.
The term of office for each officer shall terminate upon installation of a qualified successor.
To the fullest extent permitted by law, the Corporation shall indemnify its directors, officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. “Expenses,” as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code.
On written request to the Board by any person seeking indemnification under Section 7237(b) or 7237(c) of the California Corporations Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or 7237(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 17.02 and 17.03 of these By-Laws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
The Corporation shall keep:
The Corporation may, within ten (10) business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
Any inspection and copying, under this Section, may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Corporation.
The Corporation shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the Articles and these By-Laws, as amended to date, which shall be open to inspection by the at all reasonable times during office hours. If the principal office of the Corporation is outside California and the Corporation has no principal office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the Articles and these By-Laws as amended to date.
Every director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification of the following kinds within one hundred twenty (120) days after the end of the Corporation’s fiscal year:
The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these By-Laws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
New by-laws may be adopted or these By-Laws may be amended or repealed by approval of the members, provided, however, that any such adoption, amendment, or repeal also requires approval by the members of a class if that action would:
Any provision of these By-Laws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number. No amendment may extend a director’s term beyond that for which the director was elected.
Any provision of these By-Laws providing for the designation or selection, rather than election, of any director or directors may be adopted, amended, or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such directors.
I certify that I am the duly elected and acting Secretary of the Makoto Aikido Kyokai, a California nonprofit mutual benefit corporation; that these bylaws, consisting of 31 pages , are the bylaws of this corporation as adopted by the board of directors on February 16, 2002; and that these bylaws have not been amended or modified since that date.
EXECUTED on February 16, 2002 at Ventura, California.