The Jewish Law Association
BY-LAWS
of
THE JEWISH LAW ASSOCIATION
A Pennsylvania Non-Profit Corporation
Article I. Name
The name of the corporation
is The Jewish Law Association hereinafter referred to as the
"Association."
Article II. Office
The Association's principal
office shall be located at such place as the Board of Trustees, from time
to time, shall determine.
Article III.
Purposes
The purpose of the
Association is the promotion of scholarly research in Jewish Law,
including, but not limited to, the organization of international
conferences, the dissemination of information regarding scholarly work in
progress, the publication of works on Jewish Law, the dissemination of
publications in Jewish law to both lawyers and scholars, and the promotion
of the practical application of Jewish law.
A conference will normally be
held every two years, the conference languages being Hebrew, English and
such other languages as the speakers may choose. The Association will seek
to obtain for members the benefit of any available concessionary terms for
the purchase of scholarly publications in Jewish Law, including conference
proceedings.
The Association may engage in
such other activities as will promote its purposes.
A. Affiliation.
The Association shall be
affiliated to the International Association of Jewish Lawyers and Jurists,
the Oxford Centre for Hebrew and Jewish Studies, and such other
organizations as may be approved by the Board of Trustees.
Article IV. Membership and
Membership Meetings
Membership shall be open to
all scholars, lawyers, rabbis and others interested in Jewish law upon
payment of the annual membership fee. Each member shall be entitled to one
vote on each matter submitted to a vote of the members.
A biennial meeting of the
Members shall be held at such time and place as the Board of Trustees shall
determine. Special meetings of the Members may be called by the Chair of
the Board or the Board of Trustees. At least ten days notice shall be given
of each meeting unless the Board of Trustees determines that there is an
emergency requiring a membership meeting with less notice. The Members
present at any duly called meeting shall constitute a quorum at such
meetings.
Whatever business can be
conducted at a meeting of the Membership may be conducted through a mail,
fax, or email ballot. Notice may be sent by fax or email as well as by
mail.
Article V. Board of Trustees
A. Number, Tenure and
Qualifications.
1. The number of Trustees
shall be 15, unless as the Board of Trustees shall determine that it shall
be a different number, except that there shall never be less than three
Trustees. The Officers, the chair of the Publications Committee, and the
Editor of the Association Newsletter, if any, shall be Trustees. Additional
Trustees shall be elected at the biennial regular meeting of the Membership
to serve until the next biennial regular meeting of the Membership. Each
Trustee shall hold office until his successor shall have been elected and
qualified. Any Member of the Association in good standing is eligible for
election as a Trustee.
2. A Trustee may resign by
sending a letter of resignation to the Chair of the Board or to either
Secretary of the Association. A resignation shall be effective when
received unless it specifies a later time for effectiveness. Vacancies
caused by resignation, death, disability, or removal may be filled by
election by the Board, the successor to complete the term of the Trustee
whose position on the Board has become vacant.
3. A Trustee may be removed
by a resolution of the Board of Trustees, on the ground that the Trustee
has been declared of unsound mind by a final order of court, convicted of a
felony, been found by a final order or judgment of any court, civil or
criminal, to have breached a fiduciary duty toward any person or entity, or
been found by the resolution of the Board of Trustees to have neglected his
or her duties on this Board by failure to attend meetings or otherwise,
without reason adequate to the Board.
4. A Trustee shall not be
compensated for service as a Trustee, although upon a resolution of the
Board, or under its general policies, a Trustee may be compensated for
reasonable expenses in connection with service as a Trustee. This
restriction does not prevent a Trustee from being compensated for service
in another capacity on behalf of the Association.
B. Powers
Subject to any limitation
imposed by law, the Articles of Incorporation, or these By-Laws, the
activities and affairs of the Association shall be conducted and managed
under the direction of the Board of Trustees. Without prejudice to its
general powers and subject to the same limitations, the Board shall have
the following powers:
1. To select and remove all
agents and employees of the Association, prescribe powers and duties of all
officers, agents and employees of the Association, as may not be
inconsistent with law, the Article of Incorporation or these By-Laws, and,
where it deems it to be appropriate, require from them security for
faithful service.
2. In case of a vacancy in
the office of any officer of the Association, to elect a successor to serve
the remainder of that officer's term in office.
3. To adopt and use a
corporate seal.
4. To open, maintain, and
change such bank accounts and brokerage accounts in the name the
Association as the Board may deem appropriate for the conduct of the
business of the corporation. To invest funds in bank deposits, stocks,
bonds, and other securities, and in any other lawful investment deemed by
the Board of Trustees to be appropriate for the fulfilment of the purposes
of the Association. To borrow money and incur indebtedness for the purposes
of the Association, and to cause to be executed and delivered therefor, in
the Association's name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidence of debt and
securities therefor.
5. To distribute funds for
the purposes of the Association as set forth in Article III of these
By-Laws.
C. Meetings
1. Regular and Special
meetings of the Board may be held at any place designated from time to time
by resolution of the Board. In the absence of such a designation, meetings
shall be held in conjunction with the Biennial Meeting of the membership of
the Association. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, and all such Trustees shall
be deemed to be present in person at the meeting.
2. The Board shall hold an
Annual Meeting for the purpose of organization, selection of directors and
officers and the transaction of other business. The initial Annual Meeting
shall be held within ten days of the date of incorporation. Thereafter, the
Annual Meeting shall be held on the first Monday of February at 10:00 a.m.,
local time, unless otherwise set by resolution of the Board.
3. Notice of all meetings
shall be delivered personally, by telephone, facsimile, or email to each
Trustee, no less than 48 hours before the scheduled start of the meeting,
or sent by first class mail, at such Trustee's address as is shown on the
records of the Association, no less than seven (7) days before the scheduled
start of the meeting. Notice shall specify the date and time of the meeting
and, unless the meeting is to be held at the principal office of the
Association, the place of the meeting.
4. The Trustees present at a
duly noticed meeting shall constitute a quorum for the transaction of
business, except to adjourn as is provided in Section C-6 of this Article
V. Where a meeting occurs in person, a director may be present via
telephone, which shall constitute presence for the purpose of a quorum.
Every decision made by a majority of the Trustees present at a meeting at
which a quorum is present shall be regarded as the act of the Board, unless
a greater number be required by law or by the Articles of Incorporation or
by these By-Laws. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of Trustees,
if any action is approved by at least a majority of the required quorum for
such meeting.
5. The transactions of any
meeting of the Board, however called and noticed, shall be valid as though
had at a meeting duly held after regular call and notice if a quorum be
present and if, either before or after such meeting, each of the Trustees
not present sign a written waiver of notice, a consent to hold such meeting,
or an approval of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Trustee who attends the meeting without
protesting, before or at its commencement, the lack of notice to such
Trustee.
6. A majority of the Trustees
present, whether or not a quorum is present, may adjourn any Trustees'
meeting to another time and place. Notice of the time and place of holding
an adjourned meeting shall be given to any Trustee not present if the
meeting be adjourned for more than 48 hours.
7. Any action required or
permitted to be taken by the Board may be taken without a meeting,
including by mail or electronic mail, upon due notice to all members of the
Board, unless any shall object in a timely manner as determined by the
Board. Such action shall be deemed action at a meeting of the Board.
D. Right of Inspection
Every Trustee shall have the
absolute right at any reasonable time to inspect and copy all books and
documents of every kind and to inspect the physical properties of the Association.
E. Committees
The Board may from time to
time create standing or special committees, including an Executive
Committee, and delegate to each committee such duties and such authority as
the Board deems appropriate, except that the Board may not delegate to a
committee the approval of any action for which Pennsylvania law requires
approval of the majority of all Trustees. If the Board creates an Executive
Committee, the Executive Committee shall have all powers to act for the
Board between meetings of the Board, reporting to the Board on any action
that it has taken so that the Board, if it deems it proper, may overrule
that action prospectively. Unless the resolution authorizing the creation
of a committee provides otherwise, committee members shall be appointed by
the Chair of the Board from among the Trustees or from outside the Trustees
as the Chair of the Board deems appropriate. Committees shall report their
actions to the Chair of the Board and to the Board.
Article VI. Officers
A. General
The officers of the
Association shall be and Honorary President, a Chair of the Board, a
Secretary for Israel, a Secretary for the Diaspora, and a Treasurer. The
Board may also create from time to time the offices of one or more vice
chair, Assistant-Secretary, Assistant- Treasurer and such other officers as
may be elected or appointed in accordance with this Article. Any number of
offices may be held by the same person except that neither a Secretary nor
the Treasurer may serve concurrently as the Chair of the Board.
B. Election, Removal,
Resignation, and Vacancies
1. Officers shall be elected
by the Membership at the Biennial Meeting of the Association and shall
serve at the pleasure of the Board, and shall hold their respective offices
until their resignation, removal or other disqualification, or until their
respective successors shall be elected. Any officer may be reelected to his
or her office except that the Honorary President and the Chair of the Board
shall be eligible for reelection to their respective positions once only
unless another person serves as Chair of the Board in the interim.
2. Any Officer may be
removed, either with or without cause, by a majority vote of the Trustees
at a duly constituted meeting of the Board, but without prejudice to the rights,
if any, of the officer under any contract of employment. Any officer may
resign at any time by giving written notice to either Secretary or the
Chair of the Board. Any resignation shall take effect at the date of the
receipt of notice or at any later time specified in the notice, and, unless
otherwise specified in the notice, the acceptance of the resignation shall
not be necessary to make it effective.
3. A vacancy in any office
shall be filled by the Board as the vacancy occurs, except that, should a
vacancy occur in the office of the Chair of the Board, it shall be filled
by the vice-chair, should the office of vice-chair be created by the Board.
C. Honorary President
An Honorary President shall
be elected at each biennial conference of the Association to serve until
the next conference. An Honorary President may be reelected.
D. Chair of the Board
The Chair of the Board shall
preside over all meetings of the Board, and shall exercise and perform such
other powers and duties as from time to time may be assigned by the Board.
The Chair of the Board is the general manager and chief executive officer
of the Association and has, subject to the policies and control of the
Board, general supervision, direction and control of the business, affairs,
officers, and employees of the Association and the general powers and
duties of management usually vested in the office of president and general
manager of a corporation. In the absence of the Chair of the Board, the
vice chair, if any, shall preside at all meetings of the Board. In the
absence of the Chair of the Board and if there be no vice chair or no vice
chair is present, the Trustees present shall elect a chair of the meeting
pro tem.The Chair of the Board shall have such other powers and duties as may
be prescribed by the Board.
The Chair of the Board shall
make an annual report to the Trustees, containing the following information
in reasonable detail: (a) the assets and liabilities of the Association as
of the end of the fiscal year; (b) the principal changes in assets and
liabilities during the fiscal year; (c) the revenue or receipts of the
Association, both unrestricted and restricted to particular purposes, for
the fiscal year; (d) the expenses, disbursements, and distributions of the
Association, for both general and restricted purposes, during the fiscal
year; (e) any transaction(s) in which the Association was a party and in
which any Trustee or officer of the Association had any direct or indirect
material financial interest, provided that a mere common Trusteeship shall
not be considered to be a material financial interest; and (f) any
indemnification or advances paid during the fiscal year to any officer or
Trustee pursuant to Article VIII.
E. Vice Chair(s)
Should the Board authorize
the office of Vice-Chair, in the absence or disability of the Chair of the
Board, the Vice-Chair shall perform all the duties of the Chair of the
Board and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the Chair of the Board. Should the position of
Chair of the Board become vacant, the vice chair shall become Chair of the
Board of the Association. Should the Board authorize the office of more
than one Vice-Chair, the Board shall designate which of the Vice-Chairs shall
assume the duties of the Chair of the Board should that position be vacant
or should the Chair of the Board be absent or disabled. In the absence of
such designation, the most senior Vice-Chair in office shall assume the
duties of the Chair of the Board should that position be vacant or should
the Chair of the Board be absent of disabled. The Vice-Chair(s) shall have
such other powers and perform such other duties as from time to time may be
prescribed by the Board or the Chair of the Board.
F. Secretary for Israel and
Secretary for the Diaspora
The Secretary for Israel and
the Secretary for the Diaspora shall each keep or cause to be kept, at the
principal office of the Association in each location, or such other place
as the Board may order, the minutes of all meetings of the Board, and of
committees of the Association, the time and place of holding, the notice
thereof given, the names of those present, and the proceedings thereof.
Each Secretary shall also keep, or cause to be kept, the original or a copy
of the Association's Articles of Incorporations and By-Laws, as amended to
date, and of all other significant documents of the Association, including
but not limited to a record of the Association Trustees, giving their names
and addresses.
Each Secretary shall give, or
cause to be given, to the members or Trustees in their respective areas,
notice of all meetings of the Membership and of Board, and shall have such
other powers and perform such other duties as may be prescribed by the
Board or by the Chair of the Board.
G. Treasurer
The Treasurer shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts
of the properties, monies, and other valuables, and the business
transactions of the Association. The books of account shall at all times be
open to inspection by any Trustee.
The Treasurer shall deposit
all monies in the name and to the credit of the Association with such
depositories as may be designated by the Board, shall disburse the funds of
the Association as may be ordered by the Board, and shall render to the
Chair of the Board and the Trustees, whenever they request it, an account
of all his or her transactions as Treasurer and of the financial condition
of the Association. The Treasurer in conjunction with the Chair of the
Board shall prepare the annual budget of the Association and present it to
the Board for its approval. The Treasurer shall present a financial report
to the Board, as the Board shall direct, but no less than annually. The
Treasurer shall also see that the books of account of the Association are
reviewed annually by an outside accountant and shall present the results of
the review to the Board. The Treasurer shall have such other powers and
perform such other duties as may be prescribed by the Board or the Chair of
the Board.
H. Assistant Secretary or
Treasurer
The Assistant-Secretary and
the Assistant-Treasurer, if any are authorized by the Board, shall have
such powers and perform such duties as may be prescribed by the Board or
the Chair of the Board.
I. Nominations Committee.
The Chair of the Board shall
appoint a Nominations Committee to nominate persons to be officers of the
Association and Trustees elected at large. The Nominations Committee shall
publicly present its nominees no later than second day of the Biennial
Conference of the Association, but preferably distributed in advance to the
Membership in the Newsletter or in other written form. Nomination by the
Nominations Committee does not guarantee election. Additional nominations
may be made by any member in good standing from the floor at the regularly
constituted Association Biennial Meeting as a part of the elections
process.
Article VII. Fiscal Year
The fiscal year of the
Association shall be January 1 through December 31 of each year.
Article VIII.
Indemnification
A. Definitions
For the purposes of this
Article VIII, "agent" means any person who is or was a Trustee,
officer, employee or other agent of the Association; "proceeding"
means any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and "expenses"
includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under this Article.
B. Indemnification
The Association shall have
power to indemnify any person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by the Association to
procure a judgment in its favor) by reason of the fact that such person is
or was an agent of the Association, against expenses, judgment, fines,
settlements and other amounts actually and reasonably incurred in
connection with such proceeding if, within the judgment of the Board, such
person acted in good faith and in a manner such person reasonably believed
to be in the best interests of the Association, and, in the case of a
criminal proceeding, had no reasonable cause to believe that the conduct
was unlawful. The termination of any proceeding, judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which the person reasonably believed to be in
the best interests of the Association or that the person had reasonable
cause to believe that the person's conduct was unlawful. No indemnification
under this Article shall be made except upon resolution of the Board of
Trustees of the Association that, in its judgment, the person acted in good
faith and in a manner such person reasonably believed to be in the best
interests of the Association, and, in the case of a criminal proceeding,
had no reasonable cause to be believe that the conduct was unlawful.
C. Insurance
The Association shall have
the power to purchase and maintain insurance on behalf of any and all
agents of the Association against any liability and expenses asserted
against or incurred by the agent in such capacity or arising out of the
agent's status as an agent, whether or not the Association would have the
power to indemnify the agent against such liability or expenses under this
provisions of this Article, provided, however, that the Association shall
have no power to purchase and maintain such insurance where it violates the
law of Pennsylvania.
Article IX. Miscellaneous
Provisions
A. Endorsement of Documents
and Contracts
Unless authorized by the
Board, no officer, agent, or employee shall have any power or authority to
bind the Association to any contract or engagement or to pledge its credit
or to render it liable for any purpose or amount. However, subject to the
provisions of applicable law, any contract, conveyance, note, mortgage,
evidence of indebtedness or other instrument and any assignment or
endorsement thereof executed or entered into between the Association and
any other person, when signed by the Chair of the Board, or any Vice-Chair
and either Secretary, any Assistant-Secretary, the Treasurer or any
Assistant-Treasurer of the Association shall be valid and binding upon the
Association in the absence of actual knowledge on the part of the other
person that the signing officers had no authority to execute the same.
B. Voting of Shares of Other
Corporations
The Chair of the Board or any
other officer or officers authorized by the Board or the Chair of the Board
are authorized to vote, represent and exercise on behalf of the Association
all rights incident to any and all shares of any other corporation standing
in the name of the Association. The authority herein granted may be exercised
either by any such officer in person or by any other person authorized so
to do by proxy or power of attorney duly executed by the officer.
C. Construction and
Definition
Unless the context otherwise
requires, the general provisions, rules of construction and definition
contained in the laws of Pennsylvania pertaining to non-profit corporations
shall govern the construction of these By-Laws.
Article X. Amendment
These By-Laws may be amended
or repealed by the approval of a majority of the Trustees present at a
meeting of the Board at which a quorum is present, provided that the notice
of the meeting include notice that amendment or repeal of the By-Laws is on
the agenda distributed in advance. Provided that, these By-Laws may be
amended at the General Meeting of the Membership at the Biennial
Conference, provided that notice of amendments shall be given to all
members in writing, no less than two months prior to the General Meeting
together with the names of the proposer and the seconder.
IX. Dissolution
Upon Dissolution of this
corporation, all assets shall be conveyed to a not-for-profit corporation
which is approved by the Internal Revenue Service under Section 501(c)(3).
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