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The Jewish Law Association


 

 

 

Constitution

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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