Minutes of the Face to Face Meeting of the Board
Date & Time: October 18, 2013 (9:30 to 5)
October 19, 2013 (9 to 11:30)
Venue: National Olympic Memorial Youth Center
Room 507, Center Building
3-1 Kamizono-cho, Yoyogi,
Shibuya-ku, Tokyo
Directors attending:
Marian Kinoshita, Megumi Kimoto, Benjamin Tompkins, Karen Sandness and Akiko Endo
Absent: Mike Sekine, Mikako Miyahara and Yoichiro Tachibana*
(Yoichiro Tachibana joined via Skype from approximately 1:30 to 4PM on Oct. 18, proxy given to Marian Kinoshita)
Auditors attending: Frank Moorhead and Nora Heath Stevens
Agenda:
1. Report by President and other Board members in charge of various tasks
2. Financial Report for the first half of the year and other
3. Organization Review
4. Revision of Articles of Incorporation and Bylaws of JAT
5. Various issues concerning SIG/Regional Meetings/IJET and handbooks for them
6. Short-, Mid- and Long-term Planning
7. Discuss ways of promoting more interpreter involvement in JAT
8. Establish rough outline for JAT ethics policy
9. Website
10. Other
Having confirmed with the auditors present that the quorum for the face to face meeting was met, the meeting started at 9:30 a.m.
Adoption of Agenda
No one present objected to Marian Kinoshita, JAT President, presiding over the face-to-face meeting. Marian Kinoshita asked the Board to adopt the agenda sent prior to the meeting. In consideration of the number of items to be discussed, it was agreed unanimously that the order of discussion might not be in accordance with the agenda above and any remaining items or issues would be discussed on the Board’s Basecamp.
1. Reports by President and other Board members in charge of various tasks
President reported on the JTF Translation Conference, and on a progress report on finding a new Board member to replace Mikako Miyahara who presented a letter of resignation and is to step down as of October 31, 2013. She expressed her concern over the image of the JAT Board, roles of each Board member, and the manner we are dealing with requests made by SIGs and other committees. These are the issues the Board must deal with to have smooth relationship with committees, etc.
Treasurer: Megumi Kimoto (hereafter “MeK”) reported on JAT financial state using the distributed financial report for the first half of the fiscal year 2013 comparing with the figures shown on the budget approved by the General Meeting and IJET-24 settlement of account.
Membership/Legal: Akiko Endo (AE) reported that, from April 1 through September 30, 2013, the total number of new members was 106 (out of 106, 72 were new members and 34 were members who rejoined). Members who did not renew their membership were 42. The issue is to find a way to retain members by finding out why people decided to leave JAT to improve services for members.
She reported that JAT obtained a license to do business as a NPO in the State of Ohio so that JAT can maintain its First Merit bank account.
SIGs, Regional Committees, IJET-25：Ben Tomkins (BT) reported on various activities of SIGs and regional groups as well as on the new SIGs, i.e. JATENT and JATTOOLS. He stated that he is aiming for SIGs and regional groups to be self-sufficient by keeping room rental fees at a minimum and that he is preparing a handbook for SIGs and regional groups and another handbook for the SIG liaison, as well as revising the current IJET handbook. (The wording of ‘Manual’ was used in the past; however, at this meeting, the Board’s consensus was to use the wording of ‘Handbook’ from now on.)
It was pointed out that the Board designating committee chairs (Bylaws Section VII.2) was not done for 2013, and it was decided that the Board would acknowledge and designate committee chairs officially.
BT also reported on the progress of IJET-25. AE informed the Board that the Japan Foundation agreed to be a name-sake sponsor for IJET-25, including pre-IJET events.
IJET, E-juku, Translation Contest, askjat: Karen Sandness (KS) reported about the activities of askjat, J-E Translation Contest and IJET-26. She received a proposal from York, UK for IJET-26 including a budget. ‘Job Post’ on our website is under consideration for many years and when the time is right, we should create it.
IJET-26:
The Board received a proposal from York, UK to hold IJET-26 in York, UK and after various issues were discussed regarding their proposed budget and programs, and in consideration of the fact that there is no other proposal, a motion was made to accept the proposal to hold IJET-26 in York, UK, contingent upon receipt of a revised proposal and budget. The Board also decided to have IJET-26 committee to present the revised proposal and budget within one month. The date for the IJET-26 will be June 23 and 24.
MOTION: To accept the proposal to hold IJET-26 in York, England, contingent upon receipt of a revised proposal and budget.
The motion was carried unanimously.
Webmaster: In the absence of Yoichiro Tachibana (YT), Marian Kinoshita reported that he presented a clear statement of the role of the webmaster and proposed that each director would do the same.
2. Accounting
IJET-24 settlement of accounts was discussed in detail. It was reported that the IJET-24 account was checked by JAT auditors and auditors saw no problem with the accounting of IJET-24. After discussing various issues, a motion was made to approve IJET-24 in Hawaii budget and actual comparison, provided that the order of items changed and removing the seed money from the revenue and expenses.
MOTION: To approve the IJET-24 in Hawaii Budget-Actual Comparison as revised according to AE’s suggestions.
The motion carried unanimously.
It was reported that Cliff Bender requested that we post IJET-24 accounting on the Website with the treasurer’s name. Discussion took place on the matter and it was decided that, instead of placing the IJET-24 Final Accounting, ‘Upon request, detailed information and/or accounting will be provided,’ on the JAT website under Business Plans, Budget, etc.
The first half of Fiscal Year 2013 was presented showing the budgeted amount and actual as of September 30. It was proposed that in the future, the Board would review the first half of the JAT fiscal year accounting and revise the budget for the second half of the fiscal year at the mid-year F2F. For the Board to review and revise JAT budget properly, each SIG and committee must review their budget as of September and make a forecast for the rest of year as of September.
New SIG approval: The Board encourages JAT members to be active and does not wish to discourage members from forming new SIGs but may require several months to a maximum of six months to approve a SIG whose proposal and budget were not included in the given fiscal year. Members may request to form a new SIG at any time, and the Board will do its best to promptly address requests. A SIG may hold meetings and activities before approval but will not receive any funding until approved. Members considering forming a SIG should inform the SIG Liaison as soon as possible so that funding can be earmarked in the next budget.
Reduction of the number of bank accounts: MeK presented a plan to reduce the number of bank accounts JAT holds from 9 to 6 bank accounts, i.e. close Resona Bank, Mizuho Bank and IJET Paypal account. We will keep First Merit in Ohio, Rakuten Bank, Paypal Account, Sumitomo Mitsui Bank, Tokyo-Mitsubishi UFJ Bank, and Japan Post Bank.
3. Organization
President presented an organizational chart and stated that the role of a director in charge of PR and VP should be clarified. As the directors related to both roles were unable to attend the F2F meeting, she proposed to have regular monthly Board meetings on Skype and at the first Skype meeting following F2F, the Board would talk about VP, PR director roles. She also suggested that each director would post monthly reports for the entire Board.
4. Revision of Articles of Incorporation and Bylaws of JAT
In order to maintain consistency in the JAT Articles of Incorporation and JAT Bylaws and to have flexibility in JAT operations, AE proposed the following:
Change of the number of the Board members in the Articles of Incorporation Chapter III, 1 (1) and JAT Bylaws Section 4 from ‘8’ to ‘minimum 6, maximum 12’. This is in consideration of JAT’s increasing membership, more SIGs and SIG activities and possible need to increase the number of Board members to function well.
- Other changes proposed are something to do with being consistent with JAT Bylaws, e.g. Article 9 (3) regarding the duration of grace period, and additional items to conform to the NPO Laws of Japan, e.g. Article 24.
AE asked the Board to approve the change in the number of directors and to form a task group to work on wording and consistency in the Article of Incorporation and Bylaws.
MOTION: To change the number of board of directors in the Article of Incorporation from 8 to a range of 6 to12.
The motion carried unanimously.
MOTION: That the board appoint a task group to review the bylaws and articles of incorporation for consistency.
The motion carried unanimously.
MOTION: That Article 24 of the articles of incorporation be revised as proposed by AE to reflect the law.
The motion carried unanimously.
The Board agreed to appoint Frank Moorhead, Nora Heath Stevens, Megumi Kimoto, Akiko Endo and Emily Sato to be on the Task Group.
General schedule: Present to the Board by Feb. 1. – Finalize before election and include on the Agenda for the AGM.
5. Various issues concerning SIG/Regional Meetings/IJET and handbooks for them
Use of Peatix:
After discussing the matter extensively, the following motion was made.
MOTION: The board approves the use of Peatix for Osaka pre-IJET event on Nov. 30 and the TAC bonenkai on Dec. 7, and for further use of Peatix we require each committee to make a request through the liaison. The amount held by Peatix may not exceed 3% of JAT’s assets at any time.
The motion carried unanimously.
SIG/Regional Meetings to be self-sufficient:
BT stated that making SIGs financially self-sufficient had been the goal. The major expense of SIGs is venue rental fees and would like to encourage SIGs and other committees to consider using less expensive venues such as the National Olympic Memorial Youth Center (Olympic Center) in Yoyogi or to consider charging attendees to cover the cost of venue rental fees.
The following motion was made.
Various ideas to increase revenues and to reduce expenditures were discussed.
MOTION: That JAT central will pay for the Olympic Center facility used for SIG events through October 14, 2014 and that, if events are held elsewhere, committees will make every effort to have the event break even.
The motion was carried unanimously.
SIG Handbook/IJET Handbook:
BT reported that handbooks for SIG and IJET would be ready to be reviewed by the Board in December, reflecting some of the suggestions and ideas given at the F2F meeting.
Worldwide regional activities:
In order to satisfy needs of members outside Japan, it was proposed to encourage regional activities outside Japan.
PROJECTs:
It was proposed that a PROJECT be held in 2015 to celebrate the 30th anniversary of JAT and involve all SIGs in the event.
Other: Regular Skype meetings of chairpersons of SIGs and committees were proposed to share common issues and solutions.
6. Short-, Mid- and Long-term Planning:
AE gave a presentation on Short-, Mid- and Long-term Planning stating that without planning, JAT and the Board would be only dealing with immediate and day-to-day matters as they come up while there are serious issues that affects the very existence of JAT.
Issues to be solved:
1) One major issue at this time is the financial state of JAT with the budget showing 6 million yen deficit.
2) No office space and no staff to do daily routine work. (Board members and committee members are all volunteers and workload is excessive and eventually, people will experience ‘burn-out’ and become less motivated. In addition, having no actual office space, JAT cannot even consider utilizing volunteers and/or student interns to do routine jobs.)
(Presentation – PDF/PPT)
AE asked the Board members to review the plan and come up with what each can do to achieve the goal, to be financially solid and to build JAT as an organization that is recognized publicly: one way is to offer language-related public service.
Comments in response to AE’s presentation:
Everyone seemed to agree on the whole.
Reduce expenditure, increase membership, improve recognition, serve the public, outsource, encourage overseas JAT activities, include more languages, improve JAT websites, etc.
7. Discuss ways of promoting more interpreter involvement in JAT
(skipped due to absences of Mike Sekine and Mikako Miyahara)
8. Establish rough outline for JAT ethics policy (to be discussed on the Board Basecamp)
9. Website:
Yoichiro Tachibana (YT), participating via Skype, explained his immediate needs to carry out his job as a webmaster:
Upgrade Web Fashion so that fewer users share the same server and have a separate ExpressionEngine partition for ‘Test’ and ‘Development’ purposes as well as upgrading EE’s Security. Both upgrades are within the range of the already budgeted amount and the Board urged him to go ahead.
Place SNS Committee under the Web Contents Committee
10. Other
PR: The role of the Board member in charge of PR needs to be clarified.
YouTube and Ustream:
YouTube vs Vimeo was explained. After having discussed extensively, the consensus was reached not to approve YouTube for IJET-25 promotion.
Use of Ustream after the free trial period will be discussed in terms of making it more interactive with audience.
Ben: Write board clean up: archive or add “zzz” to older items
As the scheduled time was up, the president stated that further discussion and what has not been discussed would continue on the Board basecamp.
The meeting adjourned at 11:30 a.m. on October 19, 2013 (Saturday).
These minutes of the face-to-face Board meeting held on October 18 and 19, 2013 were prepared in order to record the outline of the matters discussed and the resolutions made by the Board.
Signed by:
Marian Kinoshita, Chairperson
Akiko Endo
Ben Tompkins