ARTICLE I - NAME

The name of the organization shall be the Yokohama International Women's Club, hereinafter to be called the Club or YIWC.

ARTICLE ll - OBJECTIVES

1.        To promote international friendship and cross-cultural understanding through social and related activities, as a non-profit women's organization.

2.        To support various Homes and Welfare Projects through fund raising and volunteer activities.

ARTICLE III – MEMBERSHIP

1.        Eligibility - Any woman with an interest in the objectives of the Club and a working knowledge of English is eligible to apply for membership.

2.        At the first meeting of the new Board in June, the Membership of any one nationality will be limited by the Board. (Article amended April 21, 2005)

3.        Requirements for Membership - Members are required to pay annual dues and are expected to contribute to a committee. (Article amended May 20, 2004)

4.        Resignations - A member resigning is expected to notify Membership.

5.        Types of Membership

5.1     General Member - A woman who has paid annual dues. She shall contribute to three or more YIWC sponsored activities excluding General Meetings throughout the year. General Members shall receive the Club's monthly newsletter and a copy of Club's Yearbook. (Article amended April 21, 2005)

5.2     Non-Active Member - (Article deleted per amendment April 21, 2005) This article applied to Non-Active General Members. The term Non-Active General Member is no longer applicable.

5.3     Honorary Life Members (HLMs) - A General Member for at least 20 active years who has performed outstanding service to the Club, as recognized by the Board. Active HLMs will pay annual Club dues. (Article amended per amendment April 21, 2005)

5.3.1     Inactive HLMs - An Honorary Life Member may choose Inactive status. Inactive HLMs are excluded from nationality count. She may not hold office or vote. An Inactive HLM will be exempt from annual dues, but will however, pay a prescribed amount for the Club's monthly newsletter and a copy of the Club's Yearbook, if she chooses to receive them. Upon the Inactive HLMs request and upon payment of annual dues, the Membership Chairman shall reinstate her to active status. (Article added April 21, 2005)

5.4     (Article deleted per amendment March 20, 2003) This article applied to Associate Members. The term associate member is no longer applicable.

5.5       (Article deleted per amendment April 21, 2005) This article applied to Absentee Members. The term absentee member is no longer applicable.

5.6       Honorary Members - Individuals who are making continuous contributions towards the Club.

ARTICLE IV- VOTING

Article IV clarifies the voting procedure for all meetings. (Article added April 21, 2005)

1.     Eligibility - The right to hold office and to vote is extended to all General Members and active Honorary Life Members. (Article amended April 21, 2005)

2.      Quorum - Twenty-five percent (25%) of the voting membership in good standing shall constitute a quorum to conduct all meetings. (Article amended April 21, 2005)

3.      Motions - Any motions not affecting the YIWC Constitution and Bylaws may be made and voted on at a General Meeting that meets all the criteria in Article IV - Voting. (Article amended April 21, 2005)

4.      Election - The election of the List of Nominated Executive Officers and Standing Committee Co-chairmen will be held at the General Meeting in March or when called for by the President. That General Meeting shall be called the Annual General Meeting. Elections may be held at any General Meeting for a Board
approved candidate to fill a vacancy on the Board. (Article added April 21, 2005)

ARTICLE V - OFFICERS AND STANDING COMMITTEES

1.      The Board - The Board shall consist of the officers of the Executive Board, Parliamentarian, and the Co-Chairmen of the Standing Committees. Board Members shall be an ex officio member on all Committees. (Article amended April 21, 2005)

2.      Executive Board - The Executive Board shall consist of the officers of President, the First, Second/Welfare, Third/Fund Raising Vice Presidents, Treasurer, Assistant Treasurer, Secretary, Membership Co-Chairmen and Program Co-Chairmen. The Co-Chairmen of Welfare and Fund Raising are also executive officers. All officers shall be members in good standing, elected at the Annual General Meeting each year. All officers shall serve for twelve months or until their resignation is received. In the event that an officer resigns, a Special Election shall be held at the next General Meeting to fill the unexpired term. If the said term is of less than three months duration, the vacancy shall be filled by appointment concurred to by at least three of the remaining incumbent officers.

2.1     President - The President shall represent the Club, preside at all meetings of the Board and General Meetings, appoint a Parliamentarian and all special committees. She shall be an 'ex officio' member of all Standing Committees and have overall supervision of the activities of the Club. She is responsible for the audit of the previous year's books, and authorizes all non-budgeted expenditures and donations.

2.2     First Vice-President - The First Vice-President shall serve as an aide to the President and as Chairman of the Nominating Committee. She shall preside at meetings in the absence of the President or when called upon to stand in for the President at other functions. Should the office of President become vacant mid-term, the First Vice President shall succeed to the Presidency and shall appoint a new First VP to serve until the end of the term.

2.3     Second Vice-President - The Second Vice-President shall preside at meetings in the absence of the President and First Vice-President and shall be Chairman of all Welfare Projects. She shall keep records of members' participation in Welfare Projects and report this to Membership.

2.4     Third Vice-President - The Third Vice-President shall preside at meetings in the absence of the President and the First and Second Vice-Presidents and shall be the Chairman of all Fund Raising functions. She shall keep records of members' participation in Fund Raising functions and report this to
Membership.

2.5     Treasurer - The Treasurer is accountable for all YIWC's funds and bank accounts, making monthly reports of the same to the Board and preparing an Annual Report for the General Membership. She is the custodian of the books, which shall be closed on May 31st and audited soon thereafter by a non-member. The Treasurer shall, after receiving budget recommendations from the appropriate Board members, submit a proposed annual budget at the first Board Meeting after the Board has assumed its duties. Final approval of the annual budget shall be at the next regular meeting of the Board.

2.6     Assistant Treasurer - The Assistant Treasurer shall assist the Treasurer and perform other duties as delegated by the Treasurer. She shall also send out bills for luncheon no-shows at the General Meetings. She shall act as Treasurer and assume the duties of Treasurer in the event of absence or transfer.

2.7     Secretary - The Secretary shall record the proceedings of the Executive Board meetings, Board Meetings and the Business portion of the monthly General Meetings or Luncheons. She shall distribute copies of these minutes to the Board for approval. (Article amended April 21, 2005)

2.8     Membership Co-Chairmen - Responsible for recording applications, collecting dues, and maintaining membership data. The Membership Committee shall update, compile, and submit the Yearbook to a printer
and keep a file of past Year Books. (Article amended April 21, 2005) They are active in recruiting new members.

2.9     Program Co-Chairmen - The Program Co-Chairmen shall be responsible for providing speakers or other appropriate programs at the regular General Meetings and for making arrangements associated with the programs. They shall plan for vendors, craft sales, and door prizes when available working with any relevant Committees. They shall seek the advice of the Board prior to planning the programs. To assist with publicity, the September Program shall be drafted by outgoing and incoming Program Co-Chairmen and announced at the Joint Board Meeting for approval. (Article amended April 21, 2005)

2.10   Parliamentarian - The Parliamentarian acts as a consultant to the President and other officers, committees, and members on matters of parliamentary procedures and the accepted order of business. She serves in an advisory and consultative role. She shall maintain a current copy of "Robert's Rules of
Order" and/or other Board approved meeting procedures. (Article amended April 21, 2005)

3.      Standing Committees - Standing Committee Co-Chairmen are nominated by the Nominating Committee. They are approved by the Membership at the Annual General Meeting. All Standing Committee Chairmen shall be a member in good standing and shall serve for twelve months. In the event of a resignation, a
Special Election shall be held at the next General Meeting to fill the unexpired term. If the term is of less than three months duration, the Board shall fill the vacancy by appointment. (Article amended April 21, 2005)

3.1     Hospitality - Responsible for organizing the Newcomer's Reception and Orientation. Helps plan activities to integrate new members into the Club and sends flowers or cards on behalf of the Club when appropriate. Her sub-committee's responsibility includes introducing new members and guests and arranging their seating at General Meetings when applicable. To assist with publicity, the date for the August/September and/or January Newcomer's Reception and Orientation shall be drafted by outgoing
and incoming Hospitality Co-Chairmen and announced at the Joint Board Meeting for approval. (Article amended April 21, 2005)

3.2     Publicity - Responsible for all Club publicity in English and Japanese.

3.3     Interest Group - Responsible for promoting and developing activities for the general membership such as, but not limited to: local outings and travel, art, theatre, music, dance, handicrafts, Japanese cultural experiences, sports, antiquing, and entertainment. Coordinates these activities and submits the calendar and information concerning the scheduled activities for publication in the monthly newsletter. They shall announce activities and provide sign-up sheets at General Meetings. (Article amended April 21, 2005)

3.4     Reservations - Responsible for the Standing Reservation list and preparing name tags. Takes reservations and cancellations for General Meetings which are to be reported to Membership, Treasurer and any relevant Supporting Committees.

3.5     Newsletter Editor - The Editor compiles, edits, has printed and distributes a monthly newsletter for members. She sets a deadline for submissions each month. Advertisements for personal Member's profit may not be included in the newsletter. The Newsletter is forwarded to the President or her appointee for proofreading and approval of content before printing. (Article amended April 21, 2005)

3.6     Decorations - Responsible for providing decorations, corsages, bouquets, and floral arrangements for YIWC General Meetings, newcomer receptions, special events, and the Azalea Tea. (Article added April 21, 2005)

3.7     Constitutional Review - An ad hoc committee chaired by the Parliamentarian or a President's appointee and formed in October which is responsible for annual review of YIWC Constitution and Bylaws in January. She shall appoint a Co-Chairman. The members of this Committee shall be in good standing and approved by the Board. General Members may submit a written proposal to this Committee for consideration. All revisions or changes to the Constitution and Bylaws must be agreed upon by a majority of the committee's members. Revisions shall follow the "Robert's Rules of Order' and/or other Board approved meeting procedures. This Committee shall follow the procedures in Article VII - Amendments for adoption of the
proposed changes. (Article added April 21, 2005)

ARTICLE VI - ELECTIONS & APPOINTMENTS

1.        The Nominating Committee - The Nominating Committee shall be composed of five or more members (must be an odd number) including the First VP as Chairman. The Committee shall be elected by the Executive Board and the General membership with at least two members elected by each. The President
shall not be a member of the Committee.

1.0     The Nominating Chairperson shall appoint a Co-Chairman who must be Board approved at the December Board meeting. The Co-Chairman will serve as one of two, Board approved nominating committee members. (Article added February 17, 2005)

1.1     The Committee shall be well acquainted with the membership, be informed of the duties of the offices to be filled, understand the objectives and policies of the organization and be willing to plan with an open mind for its future progress by seeking out the best possible nominees.

1.2     General Members of the Club shall be solicited to nominate individuals and share their ideas on prospective nominees with the Committee in writing, by submitting the enclosure included with the December Newsletter mailing. The nominations should be returned to the Nominating Committee
Chairman. Nominations will be closed once the list of nominees has been published in the YIWC monthly newsletter. (Article amended February 17, 2005)

1.3     Each Nominating Committee Member shall present names for consideration, selecting them from her own recommendations and from verbal suggestions from other Club members. All nominations in written form, as well as any verbal, shall be taken under consideration by the Committee. (Article amended February 17, 2005)

1.4     Deliberations and decisions on prospective candidates shall only be made in a Committee meeting with two-thirds Quorum and should be held in the strictest confidence. The final selection of candidates shall be by a majority vote of all members of the Committee. Absentee Committee Members can vote by proxy. (Article amended February 17, 2005)

1.5     The Nominating Committee shall make a list of the Executive Board and the Standing Committee Co-Chairmen for approval by the Membership at the Annual General Meeting. The Committee shall nominate one candidate for each office but may list more if it so decides. Each prospective candidate shall be informed about the duties of the office. (Article amended April 21, 2005)

1.6     Members of the Nominating Committee are not barred from becoming nominees for office themselves; however, they must absent themselves during the discussion of their candidacy. (Article amended February 17, 2005)

1.7     No member shall be nominated without her previous consent. (Article added February 17, 2005)

2.      Elections - The Nominating Committee shall compile a written list of Executive Board Officers and Standing Committee Co-Chairmen who are the candidates for nomination. The list must contain the signatures of the concurring committee members. The list is then read to the General Membership at the meeting preceding the Annual General Meeting and published in the Newsletter prior to the Annual General Meeting. (Article amended April 21, 2005)

2.1.    At the Annual General Meeting, the Nominating Chairman or Co-Chairman shall read the nominated list of officers to the membership.  She shall submit the report of the nominees to the President. (Article amended April 21, 2005)

2.2     Voting shall be by a show of hands, unless there is more than one candidate for a particular office. In such case, there will be a secret ballot. The candidate receiving the majority vote shall be elected. (Article amended April 21, 2005)

2.3     Term of Office - The Term of Office for Executive and Standing Board positions shall be for one year from June 1st. No member may hold the same office for more than two years. However, the Nominating Committee may nominate a member to extend her term for an additional year if a position cannot otherwise be filled. A member may not hold positions on the Board for more than five years consecutively. (Article amended April 21, 2005)

2.4     In the event of resignations or inability to serve in a Board position during the term of office, a suitable candidate will be nominated, approved by the Board, and presented for approval by the membership at the next General Meeting. (Article added April 21, 2005)

ARTICLE Vll - AMENDMENTS

The Constitution and Bylaws may be amended or revised by a Board approved Constitutional Committee. The adoption of the proposed amendments to or revision of the Constitution and Bylaws must be approved by the Board. The proposed changes shall be read at a previous meeting or submitted to the membership in writing and shall be voted upon at the next General Meeting that meets the criteria in Article IV - Voting.
(Article added April 21, 2005)

BYLAWS

1.        General Meetings - Meetings shall be held on the third Thursday of the months of September through May, with the exception of December when it will be held on the second Thursday. The General Meetings shall combine business and social activities. The date may be changed by the Board when necessary.

2.        Board Meetings - A Board or Executive Board Meeting shall be held the first Thursday of each month or as called for by the President. For the purpose of transition there shall be a joint meeting of the incumbent and the elected Board or Executive Board. (Bylaw amended May 20, 2004)

3.        Elections - The Election process will follow Article IV - Voting. (Bylaw amended April 21, 2005)

4.        Special Meetings - Special Meetings may be called at any time by the President.

5.        Membership Procedures

5.1    (Deleted March 20, 2003) Procedure dealt with Waiting List.  

5.2     Honorary Life Members - Eligible candidates will be asked by Membership to fill out a form regarding their activities. Recommendations from Membership with consultation of the Honorary Life Members for Honorary Life Member approval will be given to the President, to be voted on by the Board before the end of the calendar year and presented at the January General Meeting.

5.3     Honorary Members - Recommendations should be given to the President for Board approval. Honorary Members may receive the Year Book and monthly Newsletters, if desired.

5.4     (Deleted April 21, 2005) Procedure dealt with Absentee Members.

5.5     Open Door International Women's Club Associates, upon notifying the membership of desire to rejoin or join, will be accepted as General Members regardless of Board recognized nationality count upon paying their annual dues. (Bylaw added April 21, 2005)

5.6     The Approved Membership Policy shall be recognized and followed by the membership as stated. Any additions and amendments in this policy may be made only with Board approval after a Membership draft and a Constitutional Review. (Bylaw added April 21, 2005) (See Approved Membership Policy)

6.      Duties - A written report from each Officer, including Standing and Support Committees, shall be provided for the Secretary at each Board Meeting. Officers and committees are responsible for providing written articles for the Newsletter by the given deadline. An annual written report of activities with job descriptions
and supporting documents shall be submitted to the successor and the incumbent President. (Bylaw amended April 21, 2005)

7.      Supporting committees - All Welfare, Fund Raising, Programs and Standing committees require ongoing supporting committee members from the membership. They meet and work together on the tasks each committee is responsible for. Other ad hoc committees, special and sub-committees may be formed as
needed. (Bylaw amended April 21, 2005)

7.1     The Approved Welfare Policy shall be recognized and followed by the membership as stated. Any additions and amendments in this policy may be made only with Board approval after a Welfare Review Committee draft. (Bylaw added April 21, 2005) (See Approved Welfare Policy)

8.      Fees and Dues - All members are required to pay annual dues by the October Luncheon. The Club year shall run from June 1st to May 31st. The Board shall set all fees for the membership and for non-members, annually at the first meeting of the incumbent Board. (Bylaw amended April 21, 2005)

9.      One half-year membership dues would be from June 1st through to November 30th or from December 1st to May 31st. Past Presidents and Honorary Members are exempt from payment of annual dues. (Bylaw amended April 21, 2005) (Deleted May 20, 2004) Sentence deleted stating HLMs may pay yearly donation
versus annual dues. (Deleted April 21, 2005) Sentence deleted concerning absentee members because no longer applicable.

10.    Luncheon Reservations - A reservation must be made for each luncheon or you must apply for a standing reservation by contacting the Luncheon Reservation Co-chairmen. A vegetarian lunch or other special dietary request must be made at the same time as the luncheon reservation. If a member or a guest has made a reservation and finds she is unable to attend, she must call and cancel the reservation by a prescribed date, even if it is a standing reservation. If the reservation is not canceled, she will be billed for the luncheon. (Bylaw amended April 21, 2005)

11.    Guests - Guest policy shall be determined by the Board and reported to the membership annually.

12.    Amendments - The Bylaws may be amended at any meeting by a two-third vote of the members present.

13.    Working Fund - A working fund of 1,000,000 yen will be carried over for the following year's Board. 2,000,000 yen will be carried over for the Welfare Fund. (Bylaw amended May 20, 2004)

RULES OF ORDER

The rules contained in Robert's Rules of Order Revised shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with the Bylaws of this Club.

Constitution amended May 15, 1997