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BY-LAWS OF MAKOTO AIKIDO KYOKAI, INC.

A California Non-Profit Mutual Benefit Corporation

ARTICLE I: NAME

The name of this corporation is MAKOTO AIKIDO KYOKAI, INC. (“Corporation”).

ARTICLE II: OFFICES OF THE CORPORATION

SECTION 2.01. Office

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.

SECTION 2.02. Other Offices

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.

ARTICLE III: PURPOSE

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.

ARTICLE IV: CORPORATION LOGO

SECTION 4.01. Components

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.

SECTION 4.02. Logo as Official Trademark

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.

ARTICLE V: MEMBERS

SECTION 5.01. Classes

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.

SECTION 5.02. Qualifications

The qualifications for each classification are as follows:

  1. “Aikido Dojo Affiliate Member” is defined as any Aikido Dojo with Dojo-Cho who requests membership and has been granted authentic DAN ranking under Larry Reynosa Sensei, but has been nominated, accepted and approved by the Board as an Affiliate Member due to extraordinary circumstances and experience. The following are ranking opportunities:
    1. Dojo-Cho authorized to nominate students for DAN ranking within Corporation under Larry Reynosa Sensei.
      (For rules relating to nominations, see Article IX—Rules for DAN Rank.)
    2. SHODAN may rank up to and including Sankyu.
    3. NIDAN may rank up to and including Nikyu.
    4. SANDAN may rank up to and including Ikkyu.
    5. All DAN ranks will be granted by Larry Reynosa Sensei via Examination or recommendation.
    6. Kyu ranks will be granted by Dojo-Cho to members of the Corporation in accordance with Sections 5.02 (a)(ii)-(iv) above.

In addition, an Aikido Dojo Affiliate Member must meet the following conditions for continued membership in the Corporation:

    1. Membership fees must be paid directly to the Corporation prior to membership expiration date which is defined as the Dojo’s original membership enrollment date.
    2. Dojo-Cho must attend at least one DAN Examination event per year.

Other benefits of being an Aikido Dojo Affiliate Member are:

    1. Dojo-Cho will receive an “Individual Association Membership” and subscription to “Aikido Vision” at no additional fee.
    2. Dojo will be issued an official “Certificate of Membership”.
  1. “Aikido Dojo Conditional Member” shall be defined as Aikido Dojo with a Dojo-Cho who requests membership and has not been granted authentic DAN rank under Larry Reynosa Sensei, but has the intention of embracing and supporting his teachings. The following are ranking
    opportunities:
    1. Opportunity to convert DAN rank for Dojo-Cho to the same level under Larry Reynosa Sensei and to qualify for “Aikido Dojo Affiliate Membership.” (For rules relating to DAN rank conversion, see Article IX—Rules for DAN Rank).
    2. Kyu ranks will be made available through examination events involving “Association Dojo-Cho” according to Section 5.02 (a)(i)(vi) above.

In addition, an Aikido Dojo Conditional Member shall meet the following conditions for continued membership:

    1. Membership fees shall be paid directly to the Corporation prior to membership expiration date which is defined as the Dojo’s original membership enrollment date.
    2. Dojo-Cho must attend at least one DAN Examination event per year.

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.

  1. “Patron Dojo Member” shall be defined as any Martial Arts School that requests membership and has the intention of supporting the teachings of Aikido. To continue membership in the Corporation, a Patron Dojo Member must pay membership fees to the Corporation prior to membership expiration date which is defined as the Dojo’s original membership enrollment date. Other benefits of being a Patron Dojo Member are:

    1. Such members shall be issued an “Official Association Membership Card.”
    2. Such members shall receive an annual subscription to the
      “Aikido Vision” newsletter.
  2. “Individual Member” shall be defined as any person who requests membership and has the intention of supporting the teachings of Aikido and/or being active within the Corporation. Ranking opportunities include the ability to participate in Kyu and DAN ranking program within the Corporation. To continue membership in the Corporation, an Individual Member must pay membership fees to the Corporation prior to membership expiration date which is defined as a Member’s original membership enrollment date. Other benefits of being an Individual Member are:
    1. Such Members shall be issued an “Official Association Card”.
    2. Such Members shall receive access to the online version of the “Aikido Vision” newsletter.

ARTICLE VI: ACCEPTANCE OF MEMBERS

SECTION 6.01. Applications

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.

SECTION 6.02. Applications Signed and Dated

Each application for membership must be signed and dated by the applicant. Online applications need not be signed.

SECTION 6.03. Notification of Members

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.

SECTION 6.04. Consideration

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.

SECTION 6.05. Disqualification

No person shall be disqualified from membership solely on account of race, color, religion, sex, national origin, marital status, age, political affiliation or handicap.

SECTION 6.06. Vote of Board

A vote of the Board with at least a quorum present shall be required to accept or renew a Member.

SECTION 6.07. Notifications

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.

SECTION 6.08. Corporation Roster

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.

ARTICLE VII: TRANSFER OF MEMBERSHIP

No membership may be transferred to another person or organization.

ARTICLE VIII: TERMINATION OR SUSPENSION OF MEMBERSHIP

SECTION 8.01. Resignations

All resignations shall be made in writing and addressed to the Corporation.

SECTION 8.02. Indebtedness to 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.

SECTION 8.03. Suspension

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.

SECTION 8.04. Suspension for Failure to Pay Dues

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.

SECTION 8.05. Privileges of Suspended Member

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.

SECTION 8.06. Expulsion of Certain Members

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.

SECTION 8.07. Cessation of Membership

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.

SECTION 8.08. Reinstatement

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.

SECTION 8.09. Application for Reinstatement

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.

ARTICLE IX: RULES FOR DAN RANK

SECTION 9.01. Nomination

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.

SECTION 9.02 Applicable Fees

All applicable fees are to be submitted directly to the Corporation along with an examination application.

SECTION 9.03. Attendance at Senior Training Meetings

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.

SECTION 9.04. Keiko (Practice) Records

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.

SECTION 9.05. Candidates Possessing Dan or Kyu Rank

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.

SECTION 9.06. Candidates Possessing DAN Rank

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.

SECTION 9.07. Dojo-Cho to Accompany Student

Dojo-Cho is encouraged to accompany any student that he or she nominates for DAN rank to testing location.

SECTION 9.08. Candidates Not Promoted

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.

ARTICLE X: MEETINGS OF MEMBERS

SECTION 10.01. Senior Membership

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.

SECTION 10.02. DAN Examinations

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.

SECTION 10.03. DAN “Re-Examinations”

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.

SECTION 10.04. Senior Training/DAN Candidate Evaluation Sessions

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.

SECTION 10.05. Special Meetings

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.

  1. Persons Authorized To Call. A special meeting of the members for any lawful purpose may be called at any time by the Board or the chair of the Board, if any, or by the CEO, or five percent (5%) or more of the members.
  2. Calling Meetings. A Special meeting called by any other person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chair of the Board, if any, or the president or any vice president or the secretary of the Corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with Section 10.09 of these By-Laws, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be constructed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.
  3. Proper Business of Special Meeting. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

SECTION 10.06. Notification

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.

SECTION 10.07. Vote

Each member present and in good standing shall be entitled to one (1) vote.

SECTION 10.08. Questions decided

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.

SECTION 10.09. Notice Requirements for Members’ Meetings

    1. General Notice Requirements. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with Section 10.09 (c) of these By-Laws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and (i) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) for the meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but except as provided in Section 10.10(a) of these By-Laws, any proper matter may be presented at the meeting. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
    2. Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
      1. Removing a director without cause;
      2. Filling vacancies on the Board;
      3. Amending the Articles of Incorporation of the Corporation (the “Articles”);
      4. Approving a contract or transaction between the Corporation and one or more directors, or between the Corporation and any entity in which a director has a material financial interest;
      5. Electing to wind up and dissolve the Corporation; or
      6. Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the Articles or these By-Laws, when the Corporation is in the process of winding up.
    3. Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given personally or by first class, registered, or certified mail, or by other means of written communication, charges pre-paid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the Corporation or at the address given by the member to the Corporation for purposes of notice. If no address appears on the Corporation’s books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first class mail or telegraphic or other written communication to the Corporation’s principal office or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
    4. Affidavit of Mailing Notice. An affidavit of the mailing of any notice of any member’s meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any transfer agent of the Corporation, and if so executed, shall be filed and maintained in the Corporation’s minute book.

SECTION 10.10. Quorum

    1. Percentage Required. Fifty-one percent (51%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members, provided, however, that, if any regular or annual meeting is actually attended in person or by proxy by less than one-third (1/3) of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under the first and second sentences of Section 10.09(a) of these By-Laws.
    2. Loss of Quorum. Subject to Section 10.10(a) of these By-Laws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

SECTION 10.11. Adjournment and Notice of Adjourned Meeting

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.

SECTION 10.12. Voting

    1. Eligibility to Vote. All classes of members shall have the right to vote providing said members are in good standing.
    2. Manner of Casting Votes. Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins.
    3. Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.
    4. Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number or voting by classes is required by the California Nonprofit Mutual Benefit Corporation Law or by the Articles.

SECTION 10.13. Waiver of Notice or Consent

    1. Written Waiver or Consent. The transactions of any members’ meeting, however called or noticed and wherever held shall be as valid as though taken at a meeting duly held after regular call and notice, if (i) a quorum is present either in person or by proxy, and (ii) either before or after the meeting, each member entitled to vote, who is not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 10.09(b), the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes.
    2. Waiver by Attendance. A member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

ARTICLE XI: ACTION WITHOUT A MEETING

SECTION 11.01. Action by Unanimous Written Consent

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.

SECTION 11.02. Action by Written Ballot without a Meeting

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:

  1. Solicitation of Written Ballots. The Corporation shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Section 10.09(c) of these By-Laws. All solicitations of votes by written ballots shall (i) indicate the number of responses needed to meet the quorum requirement, (ii) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures, and (iii) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (iv) set forth the proposed action, (v) provide the members an opportunity to specify approval or disapproval of each proposal, and (vi) provide a reasonable time in which to return the ballot to the Corporation. If the Corporation has one hundred (100) or more members, any written ballot distributed to ten (10) or more members shall provide, subject to reasonable specified conditions, that if 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, a written ballot that a member marks “withhold,” or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director.
  2. Number of Votes and Approvals Required. Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including those ballots which are marked “withhold” or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
  3. Revocation. A written ballot may not be revoked.
  4. Filing. All written ballots shall be filed with the secretary of the Corporation and maintained in the corporate records for at least three (3) years.

ARTICLE XII: RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS, AND OTHER ACTIONS

SECTION12.01. Determined by Board

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

  1. for notice of a meeting shall not be more than ninety (90) or less than ten (10) days before the date of the meeting;
  2. for voting at a meeting shall not be more than sixty (60) days before the date of the meeting;
  3. for voting by written ballot shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and
  4. for any other action shall not be more than sixty (60) days before that action.

SECTION 12.02. Record Date for Notice or Voting

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.

SECTION 12.03. Record Date for Action by Written Ballot

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.

SECTION 12.04. Record Date for Other Actions

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.

SECTION 12.05. Members of Record

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.

ARTICLE XIII: PROXIES

SECTION 13.01. Right of Members

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.

SECTION 13.02. Form of Solicited Proxies

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.

SECTION 13.03. Requirement that General Nature of Subject of Proxy Be Stated

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.

SECTION 13.04. Revocability

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.

ARTICLE XIV: ELECTION OF DIRECTORS

SECTION 14.01. Nomination

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.

SECTION 14.02. Nominations from the Floor

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.

SECTION 14.03. Solicitation of Votes

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.

SECTION 14.04. Use of Corporate Funds to Support Nominee

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.

ARTICLE XV: DIRECTORS

SECTION 15.01. Powers

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.

SECTION 15.02. Member in Good Standing

Each governing position shall be occupied by a Corporation member in good standing.

SECTION 15.03. Regular Meetings

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.

SECTION 15.04. Special Meetings

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.

SECTION 15.05. Attendance

Any Corporation member may attend Board meetings, except as otherwise provided in these By-Laws.

SECTION 15.06. Quorum

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.

SECTION 15.07. Failure to attend meetings

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.

SECTION 15.08. Vacancies

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.

SECTION 15.09. Power to Make Rules

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.

SECTION 15.10. Establishment of Fees, Dues, etc.

The Board shall establish the dues, fees and assessments required for each membership classification in accordance with these By-Laws.

SECTION 15.11. Standard Operating Procedures

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.

SECTION 15.12. Minutes

The minutes of all meetings of the Board shall be posted or distributed to all Corporation members upon request.

SECTION 15.13. Term of Office

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.

SECTION 15.14. Commencement of Term

The term of each director shall commence at a special installation meeting of the membership following his or her election.

SECTION 15.15. Termination

The term of each director shall terminate upon the installation of a qualified successor.

ARTICLE XVI: OFFICERS

SECTION 16.01. Officers of the Corporation

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.

SECTION 16.02. Appointed Officers

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.

SECTION 16.03. Term

The term of each officer shall be determined by the Board.

SECTION 16.04. Commencement of Term

The term of office for each officer shall commence at a special installation meeting of the membership following his or her election or appointment.

SECTION 16.05. Termination

The term of office for each officer shall terminate upon installation of a qualified successor.

SECTION 16.06. Responsibilities of Officers

  1. CEO. It shall be the duty of the CEO to preside at all meetings of the Board and at all meetings of the membership and, with the Secretary, to sign the record of the proceedings of such meetings; to sign and execute all written contracts, conveyances and obligations of the Corporation, to enforce all provisions of these By-Laws and rules of the Corporation, to carry out the will of the Board, to appoint such committees as he or she may deem appropriate and to perform such other duties as may pertain to the office of the CEO in accordance with the Articles and these By-Laws.
  2. Secretary. It shall be the duty of the Secretary to keep a record of the proceedings of the Board and meetings of the membership, to keep and maintain at all times a roll of the members of the Corporation, to receive and conduct, in a timely fashion, all correspondence for, and on behalf of, the Board, to keep and maintain the Corporation’s files, to, with the CEO, sign any and all necessary bonds, contracts, conveyances, and any obligations of the Corporation and to perform such other duties as pertain to the office of Secretary.
  3. Treasurer. It shall be the duty of the Treasurer to assist the CFO in receiving and collecting all funds owing to the Corporation, to render a report at regular meetings of the Board, to pay all Corporation bills, subject to the approval of the Board, to keep at all times an account of the Corporation’s funds and disbursements in proper books provided for that purpose, to render a financial report whenever called for by the Board and at the annual meeting of the membership and to perform such other duties as pertain to the office of Treasurer.
  4. Other Officers. The Board, when deemed necessary, may appoint a Recording Secretary, a Corresponding Secretary, an accountant, a bookkeeper and/or a manager and such others as may be deemed necessary to assist officers in their duties. These persons need not be members of the Corporation.

ARTICLE XVII: INDEMNIFICATION

SECTION 17.01. Right of Indemnity

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.

SECTION 17.02 Approval of Indemnity

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.

SECTION 17.03. Advancement of Expenses

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.

ARTICLE XVIII: INSURANCE

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.

ARTICLE XIX: RECORDS AND REPORTS

SECTION 19.01. Maintenance of Corporate Records

The Corporation shall keep:

  1. Adequate and correct books and records of account;
  2. Written minutes of the proceedings of its members, the Board, and committees of the Board; and
  3. A record of each member’s name, address, and class of membership.

SECTION 19.02. Members’ Inspection Rights

  1. Membership Records. Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California Corporations Code and unless the Corporation provides a reasonable alternative as provided below , any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:
    1. Inspect and copy the records of members’ names, addresses, and voting rights during usual business hours on five (5) days’ prior written demand on the Corporation, which demand must state the purpose for which the inspection rights are requested, and/or
    2. Obtain from the secretary of the Corporation, on written demand and tender of a reasonable charge, a list of names addresses and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten (10) days after (A) the demand is received or (B) the date specified in the demand as the date as of which the list is to be compiled.

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.

  1. Accounting Records and Minutes. On written demand on the Corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the Corporation.

SECTION 19.03. Maintenance and Inspection of Articles and these By-Laws

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.

SECTION 19.04. Inspection by Directors

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.

SECTION 19.05. Annual Report

  1. An annual report shall be prepared within one hundred twenty (120) days after the end of the Corporation’s fiscal year. That report shall contain the following information in appropriate detail:
    1. A balance sheet at the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Corporation that they were prepared without audit from the books and records of the Corporation.
    2. A statement of the place where the names and addresses of current members are located.
    3. Any information that is required by Section 19.06.
  2. The Corporation shall notify each member annually of the member’s right to receive a financial report under this Section. Except as provided in subsection (c) of this Bylaw, on written request by a member, the Board shall promptly cause the most recent annual report to be sent to the requesting member.
  3. This Section shall not apply if the Corporation receives less than Ten Thousand Dollars ($10,000.00) in gross revenues or receipts during the fiscal year.

SECTION 19.06. Annual Statement of Certain Transactions and Indemnifications

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:

  1. Unless approved by members under Section 7233 (a) of the California Corporations Code, any transaction (i) to which the Corporation, its parent or its subsidiary was a party, (ii) which involved more than Fifty Thousand Dollars ($50,000.00) or was one of a number of such transactions with the same person involving, in the aggregate, more than Fifty Thousand Dollars ($50,000.00), and (iii) in which either of the following interested persons had a direct or indirect material financial interest ( a mere common directorship is not a material financial interest):
    1. Any director or officer of the Corporation, its parent or its subsidiary; or
    2. Any holder of more than ten percent (10%) of the voting power of the Corporation, its parent, or its subsidiary.

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.

  1. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than Ten Thousand Dollars ($10,000.00) paid during the fiscal year to any officer or director of the Corporation under Article XVII of these By-Laws, unless the loan, guaranty, indemnification, or advance has already been approved by the members under Section 5034 of the California Corporations Code, or the loan or guaranty is not subject to the provisions of subdivision (a)2.(A) of Section 7235 of that Code.

ARTICLE XX: CONSTRUCTION AND DEFINITIONS

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.

ARTICLE XXI: AMENDMENTS

SECTION 21.01. Amendment by Board

  1. Membership Rights Limitation. Subject to the rights of members under Sections 21.01(d) and 21.02 of these By-Laws, the Board may adopt, amend, or repeal these By-Laws unless the action would:
    1. Materially and adversely affect the members’ rights as to voting, dissolution, redemption, or transfer;
    2. Increase or decrease the number of members authorized in total or for any class;
    3. Effect an exchange, reclassification, or cancellation of all or part of the memberships; or
    4. Authorize a new class of membership.
  2. Changes to Number of Directors. Once members have been admitted to the Corporation, the Board may not, without approval of the members, specify or change any bylaw provision that would:
    1. Fix or change the authorized number of directors;
    2. Fix or change the minimum or maximum number of directors to a variable number of directors, or change from a fixed number of directors to a variable number of directors or vice versa.
  3. High Vote Requirement. If any provision of these By-Laws requires the vote of a larger proportion of the Board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.
  4. Member’s Approval Required. Without approval of the members, the Board may not adopt, amend, or repeal any bylaw that would:
    1. Increase or extend the terms of directors;
    2. Allow any director to hold office by designation or selection rather than by election by a member or members;
    3. Increase the quorum for members’ meetings;
    4. Repeal, restrict, create, expand, or otherwise change proxy rights; or
    5. Authorize cumulative voting.
  5. Board Member Compensation Qualification. A Board of Directors member must attend a minimum of nine (9) board meeting sessions in order to receive the annual compensation. Should any board member fail to meet this requirement, they automatically forfeit their compensation for that year in which the absences occurred. Additionally, a Notice of Absenteeism will be presented to the non-attending board member notifying them of the compensation forfeiture and impending Dismissal Review with any further absences. This minimum attendance requirement is based on a scheduled twelve (12) session year. Should any session(s) be postponed, altered, or canceled for any reason, any absence shall not be claimed against a non-attending Board Member.
  6. Board Member Dismissal Review. A Board of Directors member that is absent more than three (3) times in any calendar year is subject to review for dismissal by the remainder of the board. Each case will be reviewed on a case-by-case basis. Should the remaining board members find the absentee board member negligent in their duties, a motion can be made to remove the outstanding board member.

SECTION 21.02. Amendment by Members

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:

  1. Materially and adversely affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer in a manner different than the action affects another class;
  2. Materially and adversely affect that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
  3. Increase or decrease the number of memberships authorized for that class;
  4. Increase the number of memberships authorized for another class;
  5. Effect an exchange, reclassification, or cancellation of all or part of the memberships of that class; or
  6. Authorize a new class of memberships.

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.

CERTIFICATE OF SECRETARY

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.

____________________________________________
Preston Ferrell
Secretary