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The By-laws can be downloaded in Microsoft word format here
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of SHOTOKAN KODANSHAKAI INTERNATIONAL ARTICLE I Section 2. Place of Meetings. All meetings of the membership and/or of the Board of Directors shall be held at the principal office of the corporation, unless some other place is stated in the call. Section 3. Seal. The seal of the corporation shall be circular in form and shall bear the name of the corporation and such other words, devices and inscriptions as the Board of Directors shall prescribe. ARTICLE II Membership Section 2. Annual Meeting. The annual meeting of the corporation shall be held on such day within ninety (90) days following the close of each calendar year as the Board of Directors shall designate or, if the Board of Directors shall not have designated such day by the end of the second month following the close of the fiscal year, and unless the president designates some other date. Section 3. Special Meetings. Special meetings of the membership may be held at any time upon the call of the president, or upon the call of any two directors, or upon the written request of one-fourth of the voting members calling for such special meeting. Upon receipt of such call or written request, the secretary shall send out notices of the meeting to all members entitled to vote thereat. Section 4. Notice of Meetings. A written or printed notice of every meeting of the membership, stating whether it is an annual or a special meeting, the authority for the call of the meeting, the place, day and hour thereof and the purpose therefor shall be given by the secretary or by the person or persons calling the meeting, at least three days before the day set for such meeting. Such notice shall be given to each member entitled to vote thereat in any of the following ways: (a) by leaving the same with him/her personally, or (b) by leaving the same at the residence or usual place of business of such member, or (c) by mailing it, postage prepaid, addressed to such member at his/her address as it appears on the membership roster of the corporation, or (d) by publishing such notice in any newspaper of general circulation in the county in which the principal office of the corporation is located, such notice to be published not less than two times, on successive days, the first publication thereof to be not less than three days nor more than ten days prior to the day assigned for the meeting, or (e) by electonic mail (email) over the internet. If notice is given pursuant to the provisions of this section, the failure of any memberr to receive actual notice of meeting shall in no way invalidate the meeting or any proceedings conducted thereat. Section 5. Notice Unnecessary. The presence at any meeting of all of the members, in person or by proxy, entitled to vote at any meeting shall render the same a valid meeting, unless any member shall at the opening of said meeting object to the holding of the same for noncompliance with the provisions of Section 3, immediately above. Any meeting so held without objection, notwithstanding the fact that no notice of meeting was given or that the notice given was improper, shall be valid for all purposes and at such meeting any general business may be transacted and any corporate action may be taken. Section 6. Quorum. At any meeting of the membership of which proper notice has been given, with a majority of the members in attendance, present in person or by proxy, shall constitute a quorum. The concurring vote of a majority of the membership constituting a quorum, shall be valid and binding upon the corporation, except as otherwise provided by law or by these By-Laws or by the Articles of Incorporation of the corporation. Section 7. Voting. Except as otherwise provided by law or by the Articles of Incorporation of the corporation or by these By-Laws, any member shall be entitled, either in person or by proxy, to one vote at all meetings of the membership of the corporation. A member must be in good standing, be current on his/her annual dues/membership fees in order to vote. At any meeting of the membership, the authority given by a member entitled to vote thereat to any person to represent said member at such meetings, shall be in writing signed by said member and shall be filed with the secretary. A proxy shall not be valid after six months from the date of execution unless otherwise provided in the proxy. Voting rights shall not succeed to an executor, administrator, guardian or trustee. Section 8. Adjournment. Any meeting of the membership, whether annual or special, may be adjourned from time to time, whether a quorum be present or not, and without notice other than the announcement at the meeting. Such adjournment may be continued to such time and to such place as shall be determined by the holders of a majority of the members present and entitled to vote thereat. At any such adjourned meeting (which was continued to a later date) at which a quorum shall be present, may transact any business which might have been transacted by a quorum at the original meeting as originally called. Section 9. Consent of Members in Lieu of Meeting. Anything contained in these By-Laws to the contrary notwithstanding, whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of the members may be dispensed with if all of the members who would have been entitled to vote upon the action if the meeting were held, consent in writing to the corporate action being taken. Board of Directors Section 2. Election. There shall be a Board of Directors of the corporation to consist of not less than three (3) directors, but no more than twenty-one (21) directors at any given time. There shall be elected an odd number of directorships in order to preclude any stalemate on voting. The directors shall be members of SKI for a minimum for six (6) months. The number of directors for the ensuing year shall be fixed at each annual meeting by the membership entitled to vote thereat. The number of directors so designated shall then be elected by ballot or such other method, including the use of electronic medium, by such members, to hold office until the next annual meeting and thereafter until their successors shall be duly elected, and, within the foregoing limitation as to the minimum number, the number of directors may be decreased or increased by the members at any special meeting and, in case the number is increased, the additional directors shall be elected by ballot or such other method, including the use of electronic medium, as if elected at any annual meeting. Section 3. Annual Meeting. A meeting of the Board of Directors shall be held at the place of each annual meeting of the membership immediately following said annual meeting of the membership. At such annual meeting the Board of Directors shall elect the officers of SKI for the ensuing year. Section 4. Regular Meetings. The Board of Directors may establish regular meetings to be held in such places and at such times as it may from time to time by vote determine, and when any such meeting or meetings shall be so determined, no further notice thereof shall be required. Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, President or by any Vice- President or by twenty-five percent (25%) of the members of the Board of Directors. Section 6. Action by Directors Without a Meeting. Anything contained in these By-Laws to the contrary notwithstanding, any action required or permitted to be taken at any meeting of the directors or of a committee of the directors may be taken without a meeting if all of the directors or all of the members of a duly appointed committee (of directors), as the case may be, sign a written consent setting forth the action taken or to be taken at any time before or after the intended effective date of such action. Such consent shall be filed with the minutes of the directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote. Section 7. Notice of Meetings. A written, printed or electronic notice of each meeting of the directors of the corporation, stating the authority for the call of the meeting and the place, day and hour thereof, shall be given to each director by the secretary or by the person or persons calling the meeting at least five (5) business days before the date set for such meeting. Such notice may be given to each director in any of the five ways specified in Section 4 of Article II hereof relating to notice of meetings of members, and may be given in person or by telephone or by electronic mail (email) to each director at least twenty-four hours prior to the time of the meeting. No notice of a meeting need be given to any director who is at the time absent from his/her residence or is outside his/her State or Province. The failure of any director to receive actual notice of meeting shall in no way invalidate the meeting or any proceedings thereat, if notice shall have been given as required by this Section 7. Section 8. Quorum. A majority of the total number of directors at which the Board has been fixed by the membership shall constitute a quorum to transact business, and, in order to be valid, any act or business must receive the approval of a majority of such quorum. A vacancy or vacancies in the membership of the Board of Directors shall not affect the validity of any action of the Board of Directors, provided there is present at the meeting a quorum of the directors at which the Board has been fixed. Section 9. Adjournment. In the absence of a quorum at the date, time and place of a meeting duly called, and at any meeting duly called and held, the presiding officer or a majority of the directors present may adjourn the meeting from time to time without further notice and may convene or reconvene the meeting when a quorum shall be present. Section 10. Notice Unnecessary. If, at any meeting of the Board of Directors, however called or wherever held, all of the directors shall be present or shall waive notice of such meeting by a writing filed with the records of the Board of Directors, or after any such meeting shall express consent to the holding of the meeting and all actions taken thereat by a writing on or filed with the records of the Board of Directors, then all actions taken at such meeting shall be legal and deemed validly taken. Section 11. Powers. The Board of Directors shall manage the property and business of the corporation and shall have and may exercise all of the powers of the corporation except such as are reserved to or may be conferred from time to time by law or by the Article of Incorporation and any amendments thereto or by the By-Laws upon the members of the corporation. Section 12. Committees. The Board of Directors may create and appoint such general or special committees as the business of the company may require and define the authority and duties of such committees; except that such committees shall not have the power incur debt or to make payments, the power to fill vacancies in the Board of Directors, and such other powers as may be reserved to the Board of Directors by statute or otherwise. The Board of Directors may also appoint a general manager for the company and define his duties. Section 13. Salaries. The salaries and compensation of all officers, subordinate officers, agents and employees shall be determined by a majority of the board of directors. Officers Section 2. Other Officers and Agents. The Board of Directors may appoint or employ such other officers, including assistant treasurers and assistant secretaries, agents and employees as may be deemed proper, who shall hold their positions at the pleasure of the Board of Directors and who shall have such powers and duties as may be assigned to them by the Board of Directors. The authority to employ agents and employees and fix their powers and duties may be delegated by the Board of Directors. Any officer of the corporation may also be a subordinate officer, agent or employee. Section 3. Salaries. The salaries and compensation of all officers, subordinate officers, agents and employees shall be determined by the Board of Directors. The authority to fix the salary and compensation of agents and employees may be delegated. Chairman of the Board President Vice President Treasurer Secretary Section 2. Secretary Pro Tem. If the secretary shall not be present at any meeting, the presiding officer shall appoint a secretary pro tempore. He shall keep the minutes of such meeting and record them in the books provided for that purpose. Auditor Section 2. Disqualification. No director or officer shall be eligible to serve as auditor of the corporation. Section 3. Duties. The auditor shall, at the direction of the Board of Directors, examine the books and papers of the corporation and compare the statements of the treasurer with the books and vouchers of the corporation, and otherwise make an audit or financial review, as directed by the Board of directors, of the books of the corporation, and thereafter make appropriate reports to the Board of Directors. Examination Committee Section 2. Committee Members. A. Examinations up to godan: The Examination Committee shall be made up of three (3) members who shall be selected by the Board of Directors and shall have an aggregate Shotokan Karate experience level of 40 years. For example, one member could have 25 years, another could have 5 years and another could have 10 years of Shotokan Karate experience; together they would have 40 years and this would be sufficient to conduct examinations up to the godan level. All examinations are to be video taped and submitted to the Board of Directors. At the discretion and consent of the Board of Directors, a video taped promotion examination without the presence of the Examination Committee may be allowed; this exception should be exercised with caution and much discretion. B. Examinations for Rokudan and above: The Examination Committee shall be made up of five (5) members who shall be selected by the Board of Directors and shall have an aggregate Shotokan Karate experience level of 70 years. All examinations are to be video taped and submitted to the Board of Directors for reference and review. To the extent possible, the Examination Committee shall have one of its members from the applicant’s country. All examinations are to be video taped and submitted to the Board of Directors. In exceptional cases, such as inability to travel, health or governmental restrictions, and at the sole discretion and consent of the Board of Directors, a video taped promotion examination may be conducted without the presence of the Examination Committee. Section 3. Promotion/Recognition of Rank. After conducting a mandatory background and reference check, if the applicant shall meet the criteria of SKI, an examination of the applicant shall be conducted. If the Examination Committee shall recommend approval of a higher rank to the applicant, the Examination Committee shall make its recommendation to the Board of Directors within 15 days. With the concurrence and approval of a majority of the Board of Directors (with the Examination Committee’s decision), the Board of Directors shall direct the President and the Secretary to issue a dan certificate to the applicant to the rank so designated. The dan certificate shall be issued within 30 days from the date of Applicant’s dan examination. In the event the applicant fails the examination, the Examination Committee shall be empowered to recognize the applicant’s current rank, or to grant the applicant probationary rank upon such terms and conditions it shall determine in its sole discretion; the Examination Committee shall direct the President and the Secretary to issue the appropriate rank for the applicant and accept him for membership into SKI. Section 4. Examination fees. The fees for examinations, including the dan certificate award, shall be determined as follows: A. Shodan – 0.6% of the average annual per capita income of the country wherein the applicant resides; B. Nidan – 0.7% of the average annual per capita income of the country wherein the applicant resides; C. Sandan - 0.8% of the average annual per capita income of the country wherein the applicant resides; D. Yondan - 0.9% of the average annual per capita income of the country wherein the applicant resides; E. Godan –1.0% of the average annual per capita income of the country wherein the applicant resides; F. Rokudan – 1.15% of the average annual per capita income of the country wherein the applicant resides; G. Shichidan –1.3% of the average annual per capita income of the country wherein the applicant resides; H. Hachidan – 01.45% of the average annual per capita income of the country wherein the applicant resides; I. Kudan – 1.6% of the average annual per capita income of the country wherein the applicant resides; Section 5. Per Capita Income Verification. . Applicants from countries other than the U.S.A., Western Europe (EU), Canada and Australia, shall submit a copy of the latest per capita average income, for the country wherein he resides, along with his examination fees, to SKI. All fees are payable in advance. All fees payable to SKI shall be paid in U.S. dollars. Section 6. Site of Examination. All of the examinations for dan ranking shall be conducted in the dojo of any one of the Examination Committee members., or such other site as may be approved by the Board of Directors. Subject to the consent of the Board of Directors, in extraordinary cases where the applicant is unable to travel abroad to the examination site, for whatever reason, the applicant may request the highest ranking member of the Examination Committee to travel to the applicant’s country to conduct the examination. If the Board of Directors shall grant the applicant’s request, the costs of travel, food, lodging and per diem shall be at the expense of the applicant. Subject to the discretion and consent of the Board of Directors, the Applicant may request of the Examination Committee, in exceptional circumstances, to perform the applicant’s examination by means of a video tape, to be reviewed by the Examination Committee. If the Board of Directors shall grant the applicant’s request, the applicant shall perform the examination (on the video) pursuant to the requirements of the SKI and such additional conditions as shall be imposed by the Board of Directors. All costs associated with the video examination, in lieu of and without the presence of the Examination Committee, shall be at the expense of the applicant. Section 7. Time Criteria for Applicants. An Applicant shall be a member in good standing with SKI for the immediate six (6) month prior to taking any dan examination. Further, the Applicant shall have, at minimum, a total number of years of training/teaching experience in Shotokan Karate and an age minimum as specified hereinbelow, before being deemed qualified and allowed to take the appropriate promotion examination: A. Shodan – 4 years or more training/teaching; B. Nidan – 6 years or more training/teaching; C. Sandan – 9 years or more training/teaching; minimum age 18 D. Yondan – 13 years or more training/teaching; minimum age 21 E. Godan – 18 years or more training/teaching; minimum age 25 F. Rokudan – 24 years or more training/teaching; minimum age, 30 years old. G. Shichidan –31years or more training/teaching; minimum age, 40 years old. H. Hachidan – 39 years or more training/teaching; minimum age 50 years old. I. Kudan – 48 years or more training/teaching; minimum age 60 years old. J. Judan – 58 years or more training/teaching; minimum age 65 years old. Substitute Martial Arts Training. Two years of training in another martial art (“other martial arts experience”) may be substituted for one year of the Shotokan Karate training/teaching experience requirement pursuant to Article XI, Section 7 for promotion examination qualification purposes, PROVIDED, HOWEVER, that the total number of years of other martial arts experience shall be less than the total number of years of Shotokan Karate training/teaching experience. For example, an applicant for sandan may use his/her 6 years of judo training for a credit of 3 years toward the 7 year minimum Shotokan Karate training/experience requirement. In the foregoing example, the applicant must have 4 years of Shotokan Karate training/teaching experience and 6 years of Judo training to meet the minimum requirements of Article XI, Section 7C. All other martial arts training/experience shall be verified. Section 8. Examination Requirements. The examination requirements for promotion to higher rank shall be as set forth in Attachment “A” which is annexed herewith and made a part hereof. Photo Requirement. The applicant shall submit a color photograph of himself/herself in karate gi. The color photograph shall be taken of the applicant from the chest up (no full body photographs, please). The color photograph shall accompany the applicant’s application for testing for higher rank. Section 9. Other affiliation. The SKI is designed to meet the needs of instructors who seek an alternative to the “recognized Shotokan association/federation”. The applicant should have his/her own dojo, meet the training/teaching experience requirement for the rank that he wishes to be tested for, and the appropriate fee payment in order to qualify to take an examination for higher rank by SKI. The instructor’s affiliation with other Shotokan associations/federations shall not be a bar to his membership or ability to test for higher rank under SKI. Section 10. Compensation of Examiners. The Examination Committee shall be compensated by SKI for their efforts in a manner to be decided by the Board of Directors. Non-Regulatory Section 2. Seminars / Camps. Seminars and camps among members are encouraged. A. SKI shall not restrict any member from conducting a martial art seminar in any other person’s dojo. B. SKI shall not restrict any member from inviting any other martial artist to conduct a martial art seminar at a member’s own dojo. C. SKI shall not regulate, restrict or attempt to control the content of any martial art seminar held in any member’s dojo. D. SKI shall not regulate, restrict or attempt to impede any member from attending or participating in any martial art seminar or camp. E. SKI shall not organize seminars requiring mandatory attendance by its members. Should SKI organize any seminars, it shall be published on the SKI website for voluntary attendance by its members. Section 3. No jurisdiction over member’s students. SKI shall not demand that an affiliate member conduct kyu or dan examinations of an affiliate member’s students under the auspices of SKI. SKI shall not sell or offer to sell dan or kyu certificates to its members. It shall be at the sole option and discretion of the member instructor as to whether or not the member instructor will submit his/her black belt students for testing by SKI. Website Removals, Vacancies and Absences Section 2. Vacancies. In case of any vacancy occurring in the Board of Directors between annual meetings of the membership, through death, resignation, disqualification, removal or other cause, other than temporary absence or illness, the directors remaining, notwithstanding any provision contained in the By-Laws to the contrary, may, by affirmative vote of a majority of them, appoint a successor or successors to hold the office or offices so vacant for the unexpired term or terms thereof, respectively, or until the members shall, by election, fill the same. The Board of Directors may elect a successor for any officer whose office becomes vacant for any of the foregoing reasons. Execution of Documents; Counterparts Section 2. Counterparts. A document executed by several persons at different dates and at different locations (counterpart) shall be allowed. The counterparts, when combined and taken as a whole shall be deemed valid for all SKI purposes. Liability of Officers and Directors Section 2. Indemnification. Every director and officer shall be indemnified by the corporation against all reasonable costs, expenses and liabilities (including counsel fees) actually and necessarily incurred by or imposed upon him in connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a director or officer of the corporation, whether or not he continues to be such director or officer of the corporation at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable for willful misconduct, willful neglect or negligence toward the corporation in the performance of his duties as such director or officer. The corporation shall advance payment for the director’s costs, expenses and liabilities (including counsel’s fees) until and unless a Court of law shall make a finding and judgment of liability for willful misconduct, willful neglect or negligence toward the corporation in the performance of his duties as such director or officer. As to whether or not a director or officer was liable by reason of willful misconduct, willful neglect or negligence toward the corporation in the performance of his duties as such director or officer, in the absence of such final adjudication of the existence of such liability, the Board of Directors and each director and officer may conclusively rely upon this indemnity clause until there is a finding in a Court of law that there has been willful misconduct, willful neglect or negligence by such director or officer toward the corporation in the performance of his/her duties as such officer or director. The corporation shall secure legal counsel for the affected officer or director within fourteen (14) calendar days of any lawsuit brought against any officer or director of the corporation. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of the legal representatives of such person. Fiscal Year ARTICLE XVIII Reserve Fund Disallowed Payments Amendments to By-Laws Attachment A contains examination requirements, and can be accessed through this link here. |