Our current by-laws, as amended on May 2, 2013, may be accessed below. They replace our previously existing Constitution. The change was made to comply with the FJMC requirement that each region have by-laws. It was also a good chance to update our governing document. The last revisions were almost twenty years ago. Some of the changes simply reflect the change in the way business is conducted. One change permits using e-mail as a means of providing notice. Some changes clarify confusing or ambiguous wording. Other changes reflect the way the Region actually operates and best practices.
BY-LAWS OF NEW ENGLAND REGION
of
FEDERATION OF JEWISH MEN’S CLUBS INC.
(as amended on May 2, 2013)
These By-laws supersede the Constitution of New England Region of Federation of Jewish Men’s Clubs Inc.
ARTICLE I. NAME
The name of this organization shall be “New England Region of Federation of Jewish Men’s Clubs Inc.” (hereinafter referred to as the “Region”).
ARTICLE II. PURPOSE
A. To maintain a regional organization of Jewish Men’s Clubs and Brotherhoods that are dedicated to the ideals and principles of traditional Judaism, in cooperation with the general aims, purposes and programs of Federation of Jewish Men’s Clubs Inc. (“FJMC”) and for that purpose to organize, sponsor develop and promote such Men’s Clubs and Brotherhoods.
B. To help build a dynamic Judaism through the joint social, cultural and religious activities and programs by this Region and its constituent Men’s Clubs and Brotherhoods.
C. To implement the policies and objectives of FJMC on the Regional and Club level in conformity with the constitutions, by-laws, standards, guides and resolutions of FJMC.
D. To participate in the activities of FJMC.
E. To strengthen the bonds among the constituent Clubs and Regions of FJMC.
ARTICLE III. MEMBERSHIP
All affiliated Men’s Clubs and Brotherhoods from time to time in good standing with FJMC within the Commonwealth of Massachusetts and the States of Rhode Island, New Hampshire, Vermont and Maine, or any parts thereof designated by FJMC, and which may from time to time be assigned to this Region by FJMC, are hereby designated member Men’s Clubs and Brotherhoods of the Region and shall be as hereinafter set forth. The term “in good standing” as used in these By-laws shall have the same meaning defined from time to time in the Federation of Jewish Men’s Clubs By-Laws.
ARTICLE IV. MEETING OF THE MEMBER MEN’S CLUBS AND BROTHERHOODS
A. An Annual meeting of the member Men’s Clubs and Brotherhoods shall be held in the spring each year.
B. Regular or Special meetings of the member Men’s Clubs and Brotherhoods may be called by the President or by majority vote of the Executive Board.
C. Each attendee from an affiliated Men’s Club or Brotherhood which is in good standing in the Region shall be entitled to one vote upon any matter which may come before this meeting, up to five votes per Men’s Club or Brotherhood. If a Men’s Club or Brotherhood has more than five attendees, then each such attendee shall have a fractional vote, the numerator of which is five and the denominator of which is the number of attendees from such Men’s Club or Brotherhood.
D. One or more voting representatives, representing at least one-half of the Men’s Clubs and Brotherhoods in good standing in the Region, shall constitute a quorum for any meeting provided for in this Article IV.
ARTICLE V. NOTICE OF MEETINGS
Notice of all meetings, Annual, Regular or Special, shall be given in writing not less than fifteen (15) days before the meeting and said notice shall be sufficiently given if addressed to the President of each affiliated Men’s Club or Brotherhood at the address for said Men’s Club or Brotherhood as it appears on the record of the Region. For purposes of this Article V, notice by e-mail shall constitute written notice.
ARTICLE VI. OFFICERS
A. The officers of the Region shall consist of a President, an Executive Vice President, between three (3) and six (6) Vice-Presidents, a Communications Secretary, a Recording Secretary, a Treasurer and a Financial Secretary. Additional officers may include an Assistant Communications Secretary, an Assistant Recording Secretary, an Assistant Treasurer and an Assistant Financial Secretary. Each of the officers, other than the Treasurer, shall be elected for a one (1) year term commencing July 1. The Treasurer shall be elected for a two (2) year term commencing July 1 of every other year.
B. The duties of the officers shall be as follows:
1. President: The President shall be the chief executive officer of the Region and shall be responsible for the welfare and advancement of the aims and ideals of the Region. The President shall preside at all meetings of the member Men’s Clubs and Brotherhoods, and the Executive Board. The President shall appoint the chairman and members of all committees. He shall appoint a Rabbinic Advisor and he may also appoint other advisors as he deems appropriate, such as a parliamentarian. He shall further perform such other duties as are necessary or incident to his office. To the extent provided for in the budget approved by the Region, the President may, at his sole discretion, make expenditures on behalf of the Region provided that the amount of such expenditures shall not exceed $350 per item. The total of such expenditures shall not exceed $1,000 in one (1) presidential term.
2. Executive Vice President: The Executive Vice President shall act in the place of the President in his absence in addition to performing such duties as the President may from time to time assign to him. The Executive Vice President is the presumptive successor to the President.
3. Vice-Presidents: Each Vice President shall perform such duties as the President may from time to time assign to him.
4. Communications Secretary: The Communications Secretary shall be responsible for (i) the giving of notices of meetings of the member Men’s Clubs and Brotherhoods and the Executive Board, (ii) corresponding with FJMC and the member Men’s Clubs and Brotherhoods and (iii) keeping the Region’s electronic communication system current. He shall be responsible for obtaining the names and addresses of the officers of each affiliated Men’s Club and Brotherhood in the Region from the custodian of that record for each such affiliated Men’s Club or Brotherhood. Additionally, he shall perform such other duties as the President may from time to time assign to him. If there is an Assistant Communications Secretary, the Communications Secretary shall designate those of his duties to the Assistant Communications Secretary as the Communications Secretary deems appropriate.
5. Recording Secretary: The Recording Secretary shall be responsible for keeping full and accurate minutes of the member Men’s Clubs and Brotherhoods and the Executive Board meetings, and shall send a copy of such minutes to each member of the Executive Board and to each member Men’s Club and Brotherhood, not later than three (3) weeks after each such meeting. If there is an Assistant Recording Secretary, the Recording Secretary shall designate those of his duties to the Assistant Recording Secretary as the Recording Secretary deems appropriate.
6. Financial Secretary: The Financial Secretary shall keep an accurate record of all financial matters pertaining to the Region. He shall follow up on the accounts receivables and see that they are collected in a timely manner. If there is an Assistant Financial Secretary, the Financial Secretary shall designate those of his duties to the Assistant Financial Secretary as the Financial Secretary deems appropriate.
7. Treasurer: The Treasurer shall make payments where necessary upon approval and direction of the President for all proper obligations of the Region, which payments shall be made promptly so as not to adversely affect the credit of the Region. He shall prepare a preliminary annual financial statement and submit the same to the President within thirty (30) days after the end of each fiscal year. He shall also prepare a final annual financial statement and submit the same to the President before the last day of the calendar year in which each fiscal year ends. He shall maintain a checking account in the name of the Region. All receipts of the Region shall be deposited in said account and all disbursements shall be made by check or electronic transfer from said account. The Treasurer and the President are authorized for withdrawals, issuance of checks, and electronic transfers. He shall also provide such financial information about the Region as the FJMC Treasurer may request. If there is an Assistant Treasurer, the Treasurer shall designate those of his duties to the Assistant Treasurer as the Treasurer deems appropriate.
ARTICLE VII. VACANCIES AND ASSISTANT OFFICERS
A. In the event that the office of President should be vacated, the Executive Vice President will assume that position and shall serve as President for the unfulfilled term until the next election. The new President will appoint one of the remaining Vice-Presidents, with the approval of the Executive Board, to serve as Executive Vice President until the next election. In the event that the office of Executive Vice President should be vacated, the President will appoint one of the Vice-Presidents, with the approval of the Executive Board, to serve as Executive Vice President until the next election.
B. In the event that any office other than the President and Executive Vice President should be vacated, the President, with the approval of the Executive Board, may appoint a member in good standing from one of the member Men’s Clubs or Brotherhoods to serve the unexpired term of the vacated office.
C. If the President deems it advisable and the office is unoccupied, he may appoint an Assistant Communications Secretary, an Assistant Recording Secretary, an Assistant Treasurer and/or an Assistant Financial Secretary, subject to approval of a majority of the Executive Board.
ARTICLE VIII. EXECUTIVE BOARD
A. The Executive Board shall consist of the President, the Executive Vice President, each of the Vice-Presidents, the Communications Secretary, the Recording Secretary, the Treasurer, the Financial Secretary, the Assistant Communications Secretary, the Assistant Recording Secretary, the Assistant Treasurer and the Assistant Financial Secretary (to the extent these Assistant posts have been filled), the General Members and all Past Presidents. All Executive Board members shall be entitled to vote on all issues coming before the Executive Board.
B. Any action taken by the Executive Board must be approved by a majority of its members present.
C. The General Members shall be selected by the President in consultation with the other members of the Executive Board. In addition, at the request of the president of a Men’s Club or Brotherhood in good standing that is not already represented on the Executive Board, the President shall appoint a member in good standing from that Men’s Club or Brotherhood as a General Member of the Executive Board. The term of each General Member shall commence on the date he is appointed and shall end on the following June 30. General Members will be selected to fill perceived Executive Board needs and to ensure that all affiliated Men’s Clubs and Brotherhoods which are in good standing and desire representation on the Regional Board have such representation.
D. The quorum for the Executive Board will be seven (7) members.
ARTICLE IX. PROCEDURES FOR NOMINATIONS AND ELECTION OF OFFICERS
A. Not less than sixty (60) days prior to the Annual Meeting of the member Men’s Clubs and Brotherhoods, the President shall appoint a Nominating Committee of four members in good standing plus the immediate Past President. No member Men’s Club or Brotherhood shall have more than one representative. The immediate Past President shall serve as chairman of the Nominating Committee.
B. Nominations for any office shall be selected from members in good standing from member Men’s Clubs and Brotherhoods within the Region.
C. In addition to including nominations for the offices of President, Executive Vice President, Vice-Presidents, Communications Secretary, Recording Secretary, Treasurer and Financial Secretary, the report of the Nominating Committee shall also include a recommendation as to whether or not one or more of the offices of Assistant Communications Secretary, Assistant Recording Secretary, Assistant Treasurer and Assistant Financial Secretary should be filled and, if so, the nominees for such offices.
D. The report of the Nominating Committee must be sent by US mail or e-mail to all member Men’s Clubs and Brotherhoods and the Executive Board at least fifteen (15) days prior to the election which shall take place at the Annual Meeting.
E. Nominations for any office may also be made by petition signed either physically or electronically by officers of at least four member Men’s Clubs and Brotherhoods in good standing and filed with the Recording Secretary.
F. The President may not be elected for more than three (3) consecutive terms.
ARTICLE X. COMMITTEES
The President shall appoint such committees as the President and the Executive Board determine are necessary or appropriate to perform the duties and carry out the functions of the Region.
ARTICLE XI. GENERAL PROVISIONS
A. All meetings of the member Men’s Clubs and Brotherhoods and Executive Board shall be conducted in accordance with Robert’s Rules of Order, except as specifically provided for herein.
B. The fiscal year shall be from September 1 through August 31 of each calendar year.
C. All assets of the Region shall stand in the name of New England Region of FJMC.
D. It shall be the responsibility of the outgoing President to deliver these regional assets to his immediate successor.
ARTICLE XII. AMENDMENTS
These By-laws may be amended by a two-thirds (2/3) vote of all voting representatives present and voting at any meeting of the member Men’s Clubs and Brotherhoods, provided that no less than fifteen (15) days prior notice of such proposed amendment shall have been sent by US mail or e-mail to the President of each affiliated Men’s Club and Brotherhood in good standing in the Region.
ARTICLE XIII. DISPOSITION OF FUNDS
A. Upon dissolution of the Region, the governing body of the Region shall, after paying or making provisions for the payment of all liabilities of the Region, return all remaining assets of the Region to FJMC, unless FJMC should no longer exist, in which case the governing body shall dispose of all assets of the Region exclusively to the successor organization of FJMC, if such an organization exists, or, if that is not possible, for Jewish religious or Jewish charitable purposes.
B. No part of the net earnings of the Region shall inure to the benefit of, or to be distributed to, its member Men’s Clubs and Brotherhoods, trustees, officers, other private persons, except that the Region shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
C. No substantial part of the activities of the Region shall be carried on to influence legislation, and the Region shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office or in any other activity that might adversely affect the status of the Region as an organization exempt under Section 501 of the Internal Revenue Code or any amendments thereto.
ARTICLE XIV. INDEMNIFICATION
The Region shall, to the extent legally permissible, and only to the extent that the status of the Region as an organization exempt under Section 501 of the Internal Revenue Code or any amendments thereto is not adversely affected thereby, indemnify each of its trustees, officers, employees and other agents (including persons who serve at its request as trustees officers, employees or other agents of another organization in which it has interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise of claims, as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of being or having been such trustee, officer, employee or agent, except with respect to any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Region; provided, however, that as to any matter, disposed of by a compromise payment by such trustee, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for other expenses shall be provided unless such compromise shall be approved as in the best interest of the Region, after notice that it involves such indemnification by a disinterested majority of the governing board, provided that there has been obtained an opinion in writing of an independent legal counsel to the effect that such trustee, officer, employee or agent appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Region. Expenses, including counsel fees, reasonably incurred by any such trustee, officer, employee, or agent in connection with the defense or disposition of any such action, suit or other proceeding may paid from time to time by the Region in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Region if he or she shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. or any amendments thereto. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any trustee, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which Regional personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms “trustees”, “officer”, “employee”, and “agent” include their respective heirs, executors and administrators, and an “interested” trustee is the one against whom, in such capacity, the proceedings in question or another proceeding on the same grounds is pending.
Respectfully Submitted,
By-laws Committee:
Revised May 2013 by:
Arnie Miller, President
Ken Turkewitz, Executive Vice-President
David Lintz, Chair
Stephen Baum
Paul Davidson
Jonathan Delatizky
Morey Waltuck