FJMC By-Laws

FEDERATION OF JEWISH MEN’S CLUBS

BY-LAWS (proposal as of 1/24/07)

 

Article I – NAME

          The name of this organization shall be the Federation of Jewish Men’s Clubs, Inc. (“FJMC”).

                                                                                                                                                                                                                                                                              

Article II – MISSION

          The FJMC involves Jewish men in Jewish life by building and strengthening Men’s Clubs in the Conservative/Masorti Movement.

 

Article III – MEMBERSHIP

  1. Any Men’s Club, Brotherhood, or other similar group (“club”) in agreement with the mission of the FJMC may apply for membership.
  2. Application for Membership

Application for membership shall be made in writing to the FJMC’s Executive Committee and shall be in such form and subject to such conditions as may be prescribed by that body.

  1. Club Governed by FJMC By-laws

Each club that is a member of the FJMC shall operate in accordance with the provisions of these by-laws and in conformity with such policies and directives that the FJMC might adopt.

  1. Suspension or Expulsion of Club

The Executive Committee has the authority to take whatever action it might deem appropriate – including suspension or expulsion – with any club not complying with these by-laws or other policies and directives that the FJMC might adopt.

 

Article IV – REGIONS

  1. Club Groupings

For the purpose of facilitating its work and administration, the Executive Committee may assign and group its member clubs into regions.

  1. Regional Boundary and Club Changes

The Executive Committee may set or modify the boundaries of each region and the member clubs within the region.

  1. Regional Governance
    1. Each region shall have its own officers, by-laws, and administrative organization.
    2. Regions Subject to FJMC By-laws, Policies, and Directives

Each region shall function independently but shall operate under the terms and rules adopted by the FJMC.  In the event that a region fails to comply with these by-laws, other FJMC policies or directives, or with its own constitution or by-laws, the Executive Committee may direct the Chairman of Regions to send a written complaint of the matter to the regional president and shall allow an opportunity for his response within 30 days.  If the matter cannot be resolved in this manner, the Executive Committee may censure, impose sanctions against, suspend operation of, or dissolve a region that is not in compliance with the various FJMC rules.

  1. Submission of Regional Financial Statement

Each region must annually submit its financial statement for the prior fiscal year to the FJMC Treasurer.

 

Article V – OFFICERS

  1. Officers

The following officers shall be elected by the delegates at each biennial convention of the FJMC: 

  • President
  • First Vice President
  • six Vice Presidents
  • Secretary
  • Treasurer

The Immediate Past President shall automatically be considered an officer for a term of two years or until his successor is installed.  An officer must be a member of a club in good standing.

  1. Term of Office

Each officer shall be elected for a term of two years or until his successor has been duly elected and installed.

  1. Maximum Number of Terms for Officers

1.  President and First Vice President

No person shall be eligible to serve more than one two-year term each as

President and First Vice President, although fractional parts of a term

caused by a person appointed to fill a vacancy shall not be counted

toward these numbers.

               2.  Vice President, Secretary, and Treasurer

No person shall be eligible to serve more than a total combination of six

two-year terms as Vice President, Secretary, and/or Treasurer, although

fractional parts of a term caused by a person appointed to fill a vacancy

shall not be counted toward these numbers.

  1. Duties of Officers

The duties of the officers shall be those usually attributed to their respective offices or such other duties as may be assigned by the President.

  1. Filling Vacancies

1.  Presidential Vacancies

     In the event of the death or resignation of the President, the First Vice President shall succeed to the office of President to serve for the unexpired term.  In the event of the inability or incapacity of the President to serve, the First Vice President shall serve as President for the period of inability or incapacity. 

  1. Simultaneous Presidential and First Vice Presidential Vacancies               In the event of the simultaneous death, resignation, inability, or incapacity of the President and First Vice President, the Immediate Past President shall call a special meeting of the Executive Committee.  At that meeting, the Executive Committee shall designate an Acting President from among the other officers.  At its next regularly scheduled meeting the Board of Directors shall fill both offices from among the officers or members of the Executive Committee for the remainder of the unexpired term.
  2. Vacancies for Other Officers

All other vacancies of officers shall be filled by the Board of Directors to serve for the remainder of the unexpired term or terms.

 

Article VI – EXECUTIVE COMMITTEE

  1. Composition

The Executive Committee of the FJMC shall consist of the officers, past FJMC presidents, and no more than four additional members from clubs in good standing appointed by the President for the term of his administration.

  1. Duties

The Executive Committee shall manage and administer the affairs of the FJMC and shall have authority to hire professional staff to assist in its duties.

  1. Meetings

The Executive Committee shall meet not fewer than three times in each fiscal year.  Meetings shall be called at such times and places as may be directed by the President.  A special meeting of the Executive Committee may be called by the First Vice President.  Notice of such meetings shall be sent to each member of the Executive Committee no less than 30 days before the meeting is to take place.  Notice may be given by first-class mail, electronic mail, or facsimile.

  1. Quorum for Executive Committee Meetings

A majority of the officers and appointed Executive Committee members shall constitute a quorum for the transaction of business by it.

          E.  Filling Vacancies of Appointed Members of the Executive Committee

               The President may fill vacancies of appointed members of the Executive Committee for the unexpired terms.

 

Article VII – BOARD OF DIRECTORS

  1. Composition

The Board of Directors shall consist of the following:

  1. Automatic Directors
  • The officers of the FJMC
  • The past presidents of the FJMC
  • The appointed members of the Executive Committee
  • The President of each Region
    1. Appointed Directors
  • Presidential appointments of up to 25 members from Clubs in good standing, selected for the purpose of advising the President or performing such duties as may be assigned by the President.  These appointees may be designated as the Presidential Cabinet.
    1. Elected Directors
  • Additional elected directors, selected in the manner set out in Section B of this Article.
  1. Elected Directors

1.  Regional Allotment of Elected Directors

Each region shall be entitled to one elected director for every five clubs or

major fraction thereof in that region, provided that no region shall be

entitled to fewer than two elected directors.  For a club not officially part of

an organized region, the Chairman of Regions shall determine with which

region such a club will be attached for the purpose of this section.

  1. Regional Nomination of Directors

Prior to the FJMC’s biennial convention, each region shall be entitled to nominate members from clubs in good standing in their regions to serve as elected directors from that region.

  1. Election of Directors

The delegates of the FJMC’s biennial convention shall elect directors according to the allotment set out in subsection 1 of this section.

  1. Terms of Office for Elected Directors and Appointed Directors

Elected Directors (specified in Section B of this Article) and Appointed Directors shall hold office from the biennial convention at which they are elected or appointed until their successors are elected or appointed at the next biennial convention. 

          D.  Duties

1.  Advisory Function

The Board of Directors shall advise the Executive Committee in all matters relating to the FJMC.

  1. Authority to Act

                    a.  Membership Dues, Subvention, and Amendments

Upon recommendation by the Executive Committee, the Board of Directors shall have the authority to: (1) change membership dues; (2) set the standard dues subvention percentage for regions; and (3) approve amendments to these by-laws prior to their submission for vote at a biennial convention.  Matters adopted pursuant to this subsection shall require approval by 2/3 majority of those present (in person or by voice electronic media).

                    b.  Establishment of Policies

Upon recommendation by the Executive Committee, the Board of Directors shall have the authority to: (1) establish nominations and election procedures; (2) establish general procedures for the affiliation, suspension, and disaffiliation of clubs; and (3) establish standing committees.  Matters adopted pursuant to this subsection shall require approval by a simple majority of those present (in person or by voice electronic media).

 

  1. Adoption of Rules

The Board of Directors may adopt such rules and regulations as it may

deem necessary and proper for the carrying out of its responsibilities.

  1. Board Meetings

1.  Chairman of the Board of Directors

                    The Immediate Past President shall serve as the Chairman of the Board of

                    Directors.  In his absence, the President or his designee shall serve in that

                    capacity.

               2.  Frequency

                    Board of Directors meetings shall be held no fewer than twice in each

                    fiscal   year at such time and places as shall be directed by the Chairman

                    of the Board of Directors.

               3.   Special Board Meetings

                    A special Board of Directors meeting can be called by no fewer than three

                    officers or ten directors, and that meeting shall be held within 30 days after

                    receipt of the written request for such a meeting at the main office of the

                    FJMC.

               4.  Notice of Board Meetings

                    Notice of every meeting of the Board of Directors, stating the nature of the

                    business to be conducted, shall be sent to each director no fewer than 30

                    days before the meeting is to take place.  Notice may be given by first-

                    class mail, electronic mail, or facsimile.

  1. Quorum for Meetings

The presence of 25 directors who are eligible to vote shall constitute a quorum for the transaction of such business by the Board of Directors.  Members present by means of voice electronic media shall be considered present for the purpose of reaching a quorum.

  1. Vacancies for Elected Directors and Appointed Directors

In the event of a vacancy of an Appointed Director, the president shall appoint a member from a club in good standing to fill the vacancy until the end of the term.  In the event of a vacancy of an Elected Director representing a region, that region shall appoint a member from a club in good standing in its region to fill the vacancy until the end of the term. 

Article VIII -  HONORARY BOARD OF DIRECTORS

  1. Composition

The Honorary Board of Directors shall be comprised of all past Regional Presidents, past FJMC officers, and past appointed members of the FJMC’s Executive Committee.

          B.  Relationship to Governance

The duties and responsibilities of members of the Honorary Board of Directors shall be determined by the Executive Committee.  The member does not have voting privileges as a Director or Executive Committee member as a consequence of membership on the Honorary Board of Directors.

 

          C.  Communication and Record Keeping

               Communications from the FJMC shall be by policy of the Executive Committee.  The Executive Director or his designee shall be responsible for distributing such communications, but the responsibility for maintaining up-to-date contact information shall be the responsibility of the Honorary Board of Directors member.

 

Article IX -   COMMITTEES

          The President may appoint such committees that he deems necessary or appropriate to carry out the work or to administer the affairs of the FJMC and may name the chairmen, who must be members of clubs in good standing.

 

Article X – NOMINATIONS AND ELECTIONS

  1. Nominating Committee

Not less than 180 days before the next biennial convention, the President shall appoint a nominating committee comprised of the Immediate Past President, who shall be the chairman, the next two immediately preceding FJMC presidents, and four other elected members of the Board of Directors, each of whom shall be from a different region.  In the event that a past president is unable or unwilling to serve, the President shall appoint another past president to fill the vacancy.  No member of the nominating committee shall be eligible for nomination or election to any office.

  1. Elections

The elections for officers and directors shall be held during the FJMC’s biennial convention.

 

Article XI – CONVENTIONS

          The FJMC shall hold a convention not less than once in every two fiscal years at a time and place to be determined by the Executive Committee.

 

Article XII – FINANCES

  1. Statement of Financial Purpose

All proceeds above the costs of activities, programs, or materials or other accretions to the organization shall be used solely to promote the mission and objectives of the FJMC.  The FJMC shall be operated without purpose of gain for its members, and no member shall be paid any monies or other compensation by the FJMC, except that the FJMC may pay a member for services rendered and may incur and pay other expenses that are associated with the normal operation of the FJMC, including, without limitation, reimbursement for expenses of members incurred by a member on behalf of the FJMC and approved by the FJMC in furtherance of the FJMC’s mission and objectives.

  1. Fiscal Year

The fiscal year of the FJMC shall end on the 31st day of August in each year or on such other day as may be determined by the Executive Committee.

  1. Signing Officers

All documents, including contracts, agreements, checks, and other banking papers to be executed or signed on behalf of the FJMC, shall be signed (and sealed, if necessary) by any two of the President, First Vice President, Secretary, or Treasurer, or in such other manner or by such other persons as may be designated by the Executive Committee.  Documents in this subsection shall not include those signed on behalf of individual regions.

  1. Banking of FJMC Funds

The Treasurer or his designee shall deposit all of the funds of the FJMC (except those under the control of individual regions) with banks or financial institutions that have been approved by the Executive Committee.

 

Article XIII – AMENDMENTS

          These By-Laws may be amended by the affirmative vote of two-thirds of the

          delegates present and voting at a plenary session at a biennial convention,

          provided that 30 days notice of such amendments shall be sent by first-class

          mail, e-mail, or facsimile to all prospective delegates.  Advance notice need not

          be provided to delegates registering within 30 days of the biennial convention.

 

XIV – SUPERSESSION AND EFFECT

          Upon the adoption of these by-laws, they shall take full force and effect and shall

          supersede any and all FJMC constitutions or bylaws previously adopted. 

 

          These by-laws were adopted at the plenary session of the FJMC’s international

          convention on _______________.