PROPOSED 2015 SLATE OF OFFICERS AND
PROPOSED
2015 SLATE OF OFFICERS AND BOARD OF DIRECTORS
President Vice President Secretary Treasurer
Howard Lynne Mark Metzger Adam Belok Michael Smith
Dawn Effron Gene Fleishman Mims Gold Michelle Klein Len Klein Sara Rothman PROPOSED NEW BOARD MEMBERS Ken Levinson Paul Cimmanello Betsy Kopstein Azzy Reckess HONORARY BOARD MEMBERS Burt Gold Lee Klein
BYLAWS OF THE JEWISH FEDERATION OF DUTCHESS COUNTY, INC ARTICLE I ..........................................NAME ARTICLE II .........................................PURPOSES ARTICLE III .......................................AFFILIATIONS ARTICLE IV .......................................MEMBERSHIP ARTICLE V.........................................MEMBERSHIP MEETINGS ARTICLE VI .......................................BOARD OF DIRECTORS ARTICLE VII ......................................OFFICERS ARTICLE VIII.....................................MEETINGS OF THE BOARD OF DIRECTORS ARTICLE IX .......................................COMMITTEES ARTICLE X.........................................EXECUTIVE DIRECTOR ARTICLE XI .......................................INDEMNIFICATION ARTICLE XII ......................................BOOKS AND RECORDS ARTICLE XIII.....................................APPROVAL OF BYLAWS AND AMENDMENTS OF BYLAWS ARTICLE XIV ....................................RULES OF ORDER
Article I - NAME The name of this organization shall be the Jewish Federation of Dutchess County, Inc. hereafter referred to as the Federation. Article II - PURPOSES The Federation is a voluntary not-for-profit organization dedicated to promoting Jewish community identity and unity through the pursuit of multiple goals: • • •
To bring the various Jewish organizations in Dutchess County together for coordinated activities promoting Judaic education, culture and recreation, and social services. To represent the Jewish community of Dutchess County as a unified front where unity is needed to achieve the objective of our people at home, in the state of Israel and around the world. To raise funds in support of worthwhile Judaic activities and organizations and to distribute those funds according to the needs of our local Jewish community, as well as those of the state of Israel and other Jewish organizations worldwide. Article III - AFFILIATIONS
In order to achieve its goals, the Federation shall collaborate in a prudent and appropriate manner with existing facilities and organizations in the community. However, none of its goals will be tied directly to any other structure or organization without the prior consent of the Board of Directors. Article IV - MEMBERSHIP All persons who contribute to the Federation shall be eligible for membership during the year in which a contribution is assigned. Every member 18 and over shall have the right to vote at all annual and special meetings of the Federation, participate in all Federation activities, and serve on the Federation Board of Directors.
The Federation may from time to time designate such individuals, as it considers advisable to be honorary members of the Federation. Honorary members have no vote and may not become members of the Board of Directors. Article V - MEMBERSHIP MEETINGS 1. Annual membership meeting: The annual membership meeting shall be held on the first Sunday in December of each year. If it becomes necessary to choose a different date, then the Directors shall select a day not more than two (2) weeks from the date fixed by these bylaws. The meeting shall be held at such place as the President of the Board of Directors shall designate. The purpose of the annual membership meeting shall be to elect the Board of Directors of the Federation and its officers and for the transaction of such other business as may properly come before the meeting. All members of the Federation shall be notified of the time, place and purpose of the annual meeting by mail or email, not less than ten (10) nor more than thirty (30) days before the meeting. The presence of not less than twenty (20) members in good standing shall constitute a quorum at both the annual meeting and special membership meetings and shall be necessary to conduct the business of the Federation; however, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the scheduled date and a notice of the rescheduled meeting shall be mailed to those members who are not present at the meeting originally called. A quorum as set forth above shall be required at any adjourned meeting. 2. Special meetings: Special meetings of the Federation membership may be called by the President, by the majority vote of the Board of Directors, or by petition of twenty (20) members in good standing. The notice of such a meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than thirty (30) days before the scheduled date of such a meeting. The notice shall state the date, time, place, and purpose of the meeting. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at the meeting.
Article VI - BOARD OF DIRECTORS 1. Qualifications: The management of the business affairs of the Federation shall be vested in a Board of Directors, all of whom must be members in good standing of the Federation. They should provide the Federation with dedication, resources and skills to further its goals. 2. Duties: The Board of Directors shall be responsible for the general management of the Federation. This entails: establishing policies and reviewing operations, providing directions and goals, securing funding, monitoring finances, and hiring and working with the Executive Director and other professional and administrative personnel needed for conducting the Federation’s business. Board members are expected to be active participants of at least one committee. 3. Composition of Board and election: The number of directors shall be no less than ten (10), including officers and no more than twenty (20). The number may be changed vote at any regular or special Board meeting, but no decrease shall shorten the term of any incumbent Director. As close to one-third of the Board members as mathematically feasible shall be elected each year at the annual meeting of the Federation from the candidates presented by the Nominating Committee. Elected Directors shall serve a term of three (3) years. Terms of service for Board members shall run from January 1 to December 31. No Director may succeed himself/herself as the Director of the Board after having six (6) consecutive years and thereafter only after a lapse of one year after every six (6) years on the Board. The most recent Ex-President of the Federation, if no longer an elected Board member, shall continue to be a non-voting Director for a period of one (1) year following his/her term of office. Vacancies, other than expiration of a term, shall be filled for the remainder of the term by majority vote of the Board of Directors present at a regular or special Board meeting. 4. Resignation: A Director may resign at any time by giving written notice to the President or the Secretary of the Federation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.
5. Removal of a Director: A Director may be removed for cause by a twothirds vote of the members at any membership meeting or by a two-thirds vote of the Directors present at any regular or special Board meeting. 6. Staff Ineligibility: Paid staff member of any Jewish Federation Agencies shall be ineligible to serve on the Board of Directors. Article VII - OFFICERS 1. Election of Officers: The officers of the Federation shall be: President, Vice President, Treasurer, Assistant Treasurer and Secretary. Officers shall be elected at the annual membership meeting of the Federation from a slate recommended by the Nominating Committee. The term of office shall be for two (2) years from January 1 until December 31, for two (2) consecutive years. An individual may hold only one office at a time. 2. Removal from Office: Any officer may be removed by two-thirds vote of those present at a regular or special Board meeting. However, the officer shall be first given an opportunity for a hearing before the Board of Directors and notice thereof shall be mailed or emailed to him/her ten (10) days prior to such hearing. 3. Vacancies: Vacancies for the unexpired term in any of the offices, with the exception of the President, shall be filled by majority vote of the Board of Directors at any regular or special meeting of the Board of Directors. 4. Signature Privileges: Persons authorized to sign Federation checks shall be the President, Vice President, Treasurer, Assistant Treasurer, and Secretary and such, members of the staff as the Board shall designate. All checks in excess of $500.00 issued by the Federation shall bear two signatures. The limit can be changed by the Board at any regular or special meeting of the Board of Directors by majority vote. 5. President: The President shall preside at all meetings of the Federation Membership, the Board of Directors, and the Executive Committee, and shall be an ex-officio member of all committees except the Nominating Committee. The President shall have the power to execute contracts authorized by the Board and shall perform such other duties prescribed in these bylaws or assigned to him/her by the Board of Directors.
At the request of the President, or in the event of his/her absence or disability, the Vice-President shall perform the duties and possess the powers of the President. In the event of the absence or disability of the President and Vice-President, the Treasurer shall temporarily perform the duties of the President. In the event of the death, resignation or removal of the President from office, the Vice-President shall succeed to the office for the balance of the term of office. In the event that the President and Vice President cannot perform their duties, the Board of Directors shall elect from among themselves as soon as possible a new President until the next annual membership meeting. 6. Vice President: The Vice President shall perform all the duties of the President in his/her absence or inability to serve and shall assist the President as necessary. 7. Treasurer: The Treasurer shall be responsible for the receipt of all moneys and the deposit of same in the name and to the credit of the Federation in such ways as may be designated by the Board of Directors; the Treasurer shall make an annual financial report and such other financial reports in the manner approved and described by the Board of Directors, and/or the Executive Committee. The Treasurer shall submit a full and complete annual report at the last meeting of the Board before the annual meeting of the Federation. This report shall also be resubmitted at the annual meeting. 8. The Treasurer shall be responsible for the conduct of an annual audit of the accounts of the Federation. The financial books of the Federation shall at all times be open to the inspection by the Board of Directors or its designated committee and shall be maintained at the office of the Federation.
9. Assistant Treasurer: The Assistant Treasurer shall perform all the duties of the Treasurer in his/her absence or inability to serve and shall assist the Treasurer as necessary.
10. Secretary: The Secretary shall attend all the meetings of the Federation Membership, of the Board of Directors and of the Executive Committee, and shall keep accurate minutes of all transactions at these meetings and shall perform all such duties which are incidental to the office. The minutes shall be maintained at the office of the Federation. 11. The Secretary shall see that proper notice is given of all meetings of the Federation Membership, of the Board of Directors, and of the Executive Committee.
Article VIII - MEETINGS OF THE BOARD OF DIRECTORS 1. Meetings: There shall be at least six (6) regular meetings of the Board of Directors each year. They shall be held at a time and place designated by the President or the Executive Committee. Notice of regular or special meetings shall be given by mail, phone, email or fax at least five (5) days before the meeting. In case of emergency, shorter notice may be given at the discretion of the President or by decision of five Board members. 2. Quorum: At all meetings of the Board of Directors the quorum necessary to transact business shall consist of a majority of Directors on the Board. The vote of the majority of the Directors present at the meeting is needed for any action of the Board, except otherwise provided by law or these bylaws. 3. Action Without a Meeting: To the extent permitted by law, any action required or permitted to be taken by the Board, and by the Executive Committee, any Standing Committee, or any other Committee of the Board, may be taken without a meeting if a majority of all the members of the Board, or the Committee, consent in writing, to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board, or the Committee, shall be filed with the minutes of time proceedings of the Board or the Committee.
4. Participation Electronically: Any one or more members of the Board or any Committee thereof, including the Executive Committee, a Standing Committee, or any Committee, may participate in a meeting of the Board or such Committee by means of conference telephone, television, internet connections or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time: provided that that participation in such fashion for such meeting shall have been authorized by the by the Executive Committee in the case of a meeting of the Board, or by the Chairperson of the Committee, at least twenty-four (24) hours before the time at which such meeting is to be held and notice of such authorization shall have been communicated to all member of the Board or Committee. 5. Absences: Any member of the Board of Directors absent from three (3) consecutive regular Board meetings without satisfactory excuse may be invited by a letter from the President to submit an explanation for the absences. If no satisfactory reasons are provided, the member may be removed from the Board of Directors at the next regular meeting. The Board may grant an extended leave of absence to any of its members for adequate reasons by majority vote. 6. Participation of Executive Director: The Executive Director of the Federation or his/her representative may be invited to attend the meetings of the Board of Directors and its committees but shall not be a member of these bodies or be able to vote. Article IX - COMMITTEES The President shall appoint each year among the Board of Directors or Federation members the chairs of all committees, except those otherwise provided for by these bylaws. Committee members, unless otherwise specified, need not be members of the Board, but must be members of the Federation. All Committees shall report regularly to the Board of Directors or Executive Committee when appropriate, and make recommendations to the Board, unless otherwise specified in these bylaws. The President shall serve as an ex-officio member of all committees, with the exception of the Nominating Committee of which he or she is not a member. 1. Standing committees: The Standing Committees of the Federation shall consist of the Executive, Allocations, Campaign, Finance, Personnel, Nominating, The Voice Advisory, Jewish Community Relations Committee and Jewish Family Service Advisory Committee.
2. Executive Committee: The Executive Committee, chaired by the President, shall consist of the officers of the Federation. The Executive Committee shall exercise all powers and authority of the Board of Directors between regular Board meetings, provided, however, that all actions of the Executive Committee shall be subject to approval at a regular or special Board meeting pursuant to actions without a meeting as specified in Article IX. The Executive Committee can approve unscheduled expenses of up to $5,000.00 without Board approval. The Executive Committee shall report all its actions and resolutions at the first meeting of the Board following the meeting of the committee. 3. Allocations Committee: All members of the Allocations Committee shall be Board members. The President may appoint past Board members to the Allocations Committee. The Treasurer shall serve as the chair of the committee. This committee shall study the merits of local, national, and overseas Jewish agencies and shall allocate, by majority vote, the amounts of moneys to be distributed to these agencies, taking into account the availability of funds for the distribution by the Federation. The Allocations Committee may work through subcommittees for detailed analysis of the resources and needs of the agencies asking for support. All decisions of the committee are subject to final approval by the Board of Directors. 4. Campaign Committee: The Campaign Committee shall organize and be in charge of the fundraising efforts of the Federation, shall recruit the volunteers to carry them out, and work closely with the Executive Director of the Federation to implement in the most effective way the Federation’s fundraising efforts. It may form subcommittees or project teams, as needed, which would be in charge of specific events such as, for example, the phonathon. 5. Finance Committee: The Finance Committee shall recommend to the Board a yearly budget, any changes to financial policy, and investment strategies of for the Federation’s funds. The Treasurer shall be a member of the Finance Committee. 6. Personnel Committee: The Personnel Committee shall prepare and recommend to the Board of Directors personnel policies for the Federation and its agencies such as The Voice and the Jewish Family Services. It shall recommend for Board approval salary schedules for the Executive Director and other Federation
employees, but not for the employees of the Federation’s agencies. It shall assist the Executive Director in recruiting personnel and consider all policies relating to human resources management. All members of the committee shall be Board members. 7. Nominating Committee: The Nominating Committee shall consist of five (5) members, three (3) of whom shall be Board members and two (2) from the general membership of the Federation. Those members shall be recommended by the President and confirmed by majority vote of the Board of Directors. In addition, the immediate past President of the Federation shall be the committee chair. The nominating committee shall designate a slate of candidates for the Board and also for the officers of the Federation to be elected at the annual membership meeting. 8. The Voice Advisory Committee: This committee shall provide advice as to the content and business operation of the Federation publication The Voice. The Voice Advisory Committee is comprised of the Executive Director, Board liaison person (or people), the Editor, Advertising Manager and other concerned individuals. 9. Other Committees: The Board of Directors may establish by majority vote other committees to address the tasks of the Federation. It will also set forth the responsibilities of these committees. These committees, when no longer deemed needed or effective, can be dissolved by majority vote of the Board.
Article X - EXECUTIVE DIRECTOR The Board of Directors shall employ an Executive Director who shall be the chief professional officer of the organization and administer the affairs of the Federation under the policies established by the Board. The Executive Director shall work, among other things, on fundraising, promotion of Jewish consciousness in Dutchess County, increasing Federation membership, and providing a liaison with other Jewish organizations and the non-Jewish community in Dutchess County. The Executive Director shall meet regularly with and advise the Board, the Executive Committee, and the committees of the Board, as needed.
The Executive Director shall be selected by a Search Committee established by the Board. To be hired, the Executive Director will require Board approval at a regular or special Board meeting. The performance of the Executive Director shall be evaluated at least annually by the President with input from Board members.
Article XI - INDEMNIFICATION The Federation shall indemnify and hold harmless any Board Member or Officer of the Federation who is made, or threatened to be made, a party to an action or proceeding where the claim asserted is in connection with his or her duties as a Board Member or Officer, including one by or in the right of the Federation, or it’s agencies, to procure a judgment in its favor. This indemnification applies whether the claim be civil or criminal, by reason of the fact that he or she, or his or her testator or intestate, is or was a Board Member or Officer of the Federation and shall extend to judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Board Member or Officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Federation and, in criminal proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful except that no indemnification under this Article XII shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of or (b) any claim, issue or matter, as to which such person shall have been adjusted to be liable to the Federation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonable entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo conte, or its equivalent, shall not itself create a presumption that any such Board Member or Officer did not act, in good faith, for the purpose or she believed to be in the best interest of the Federation or that he she had reasonable cause to believe that his or her conduct was unlawful. 1. Indemnification in certain cases: A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the
character described in paragraph 1 of this Article XII shall be entitled to indemnification as authorized in such section. 2. Advancement for expenses: Expenses incurred in defending a civil or criminal action or proceeding may be paid by the Federation in advance of the final disposition of such section or proceeding in accordance with the provisions of Section 723(d) of the Not for Profit Corporation Law. 3. Insurance: The Federation shall have power to purchase and maintain insurance, to the fullest extent permitted by law: (1) to indemnify the Federation for any obligation which it incurs as a result of the indemnification of Board Members or Officers under or pursuant to these By-Laws or law, (ii) to indemnify board Members and Officers in instances in which they may be indemnified by the Federation under or pursuant to these By-Laws or law, and (iii) to indemnify Board Members and Officers in instances in which they may not otherwise be indemnified by the Federation under or pursuant to these By-laws or laws provided the contract of insurance covering such Board Members and Officers provides, in a manner acceptable to the Superintendent of Insurance , for a retention amount and for coinsurance. 4. Contract Rights: The foregoing provisions of this Article XII shall be deemed to be a contract between the Federation and each Board Member and Officer who serves in such capacity at any time while this Article Xl and the relevant provisions of the NPCL and other applicable law, if any, are in effect, and, except to the extent otherwise required by law, any repeal or modification thereof shall not affect any right or obligations then existing or thereafter arising with respect to any state of facts then or theretofore existing or thereafter arising or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such stated facts. 5. Employees: The Board, in its sole discretion, shall have power on behalf of the Federation to indemnify any person, other than a Board Member or Officer, made a party to any action, suit, or proceeding by reason of the fact that he or she, or his or her testator or intestate, is or was an employee of the Federation.
Article XII - BOOKS AND RECORDS The Federation shall keep at the office of the Federation or at such other place as the Board may authorize, correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board and the Executive Committee, if any. Any of the foregoing books, minutes, or records may be written form or in any other form capable of being converted into written form within a reasonable time. Article XIII - APPROVAL OF BYLAWS AND AMENDMENTS OF BYLAWS These bylaws shall be adopted by a majority vote of the members at the annual membership meeting or a special meeting convened for that purpose. Notice thereof shall be given to the membership by mail or email not less than ten (10) days prior to such a meeting. Any provision of these bylaws, once adopted, relating to definitions, eligibility, qualification and powers of the membership may be amended only by the membership at an annual meeting by vote of the majority of the members present. All other provisions of these bylaws may be amended by the vote of the members as described above or a vote of two-thirds of the Directors present at a meeting of the Board called for that purpose among others. Notice of time, place, and purpose of such a meeting shall be given in accordance with the provisions of Article VIII, section 1.
Article XIV - RULES OF ORDER All meetings of the Federation, its Board of Directors and committees shall be conducted according to the latest edition of Robert’s Rules of Order. However, if any definitions in these bylaws differ from those in the Robert’s Rule of Order, the definitions in the bylaws shall be used. These bylaws were adopted at the December 12, 1999 membership meeting revised at the October 21, 2003 Board of Directors Meeting and at the Annual Meeting on December 11, 2014.
2015 SLATE OF OFFICERS AND BOARD OF DIRECTORS
President Vice President Secretary Treasurer
Howard Lynne Mark Metzger Adam Belok Michael Smith
Dawn Effron Gene Fleishman Mims Gold Michelle Klein Len Klein Sara Rothman PROPOSED NEW BOARD MEMBERS Ken Levinson Paul Cimmanello Betsy Kopstein Azzy Reckess HONORARY BOARD MEMBERS Burt Gold Lee Klein
BYLAWS OF THE JEWISH FEDERATION OF DUTCHESS COUNTY, INC ARTICLE I ..........................................NAME ARTICLE II .........................................PURPOSES ARTICLE III .......................................AFFILIATIONS ARTICLE IV .......................................MEMBERSHIP ARTICLE V.........................................MEMBERSHIP MEETINGS ARTICLE VI .......................................BOARD OF DIRECTORS ARTICLE VII ......................................OFFICERS ARTICLE VIII.....................................MEETINGS OF THE BOARD OF DIRECTORS ARTICLE IX .......................................COMMITTEES ARTICLE X.........................................EXECUTIVE DIRECTOR ARTICLE XI .......................................INDEMNIFICATION ARTICLE XII ......................................BOOKS AND RECORDS ARTICLE XIII.....................................APPROVAL OF BYLAWS AND AMENDMENTS OF BYLAWS ARTICLE XIV ....................................RULES OF ORDER
Article I - NAME The name of this organization shall be the Jewish Federation of Dutchess County, Inc. hereafter referred to as the Federation. Article II - PURPOSES The Federation is a voluntary not-for-profit organization dedicated to promoting Jewish community identity and unity through the pursuit of multiple goals: • • •
To bring the various Jewish organizations in Dutchess County together for coordinated activities promoting Judaic education, culture and recreation, and social services. To represent the Jewish community of Dutchess County as a unified front where unity is needed to achieve the objective of our people at home, in the state of Israel and around the world. To raise funds in support of worthwhile Judaic activities and organizations and to distribute those funds according to the needs of our local Jewish community, as well as those of the state of Israel and other Jewish organizations worldwide. Article III - AFFILIATIONS
In order to achieve its goals, the Federation shall collaborate in a prudent and appropriate manner with existing facilities and organizations in the community. However, none of its goals will be tied directly to any other structure or organization without the prior consent of the Board of Directors. Article IV - MEMBERSHIP All persons who contribute to the Federation shall be eligible for membership during the year in which a contribution is assigned. Every member 18 and over shall have the right to vote at all annual and special meetings of the Federation, participate in all Federation activities, and serve on the Federation Board of Directors.
The Federation may from time to time designate such individuals, as it considers advisable to be honorary members of the Federation. Honorary members have no vote and may not become members of the Board of Directors. Article V - MEMBERSHIP MEETINGS 1. Annual membership meeting: The annual membership meeting shall be held on the first Sunday in December of each year. If it becomes necessary to choose a different date, then the Directors shall select a day not more than two (2) weeks from the date fixed by these bylaws. The meeting shall be held at such place as the President of the Board of Directors shall designate. The purpose of the annual membership meeting shall be to elect the Board of Directors of the Federation and its officers and for the transaction of such other business as may properly come before the meeting. All members of the Federation shall be notified of the time, place and purpose of the annual meeting by mail or email, not less than ten (10) nor more than thirty (30) days before the meeting. The presence of not less than twenty (20) members in good standing shall constitute a quorum at both the annual meeting and special membership meetings and shall be necessary to conduct the business of the Federation; however, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the scheduled date and a notice of the rescheduled meeting shall be mailed to those members who are not present at the meeting originally called. A quorum as set forth above shall be required at any adjourned meeting. 2. Special meetings: Special meetings of the Federation membership may be called by the President, by the majority vote of the Board of Directors, or by petition of twenty (20) members in good standing. The notice of such a meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than thirty (30) days before the scheduled date of such a meeting. The notice shall state the date, time, place, and purpose of the meeting. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at the meeting.
Article VI - BOARD OF DIRECTORS 1. Qualifications: The management of the business affairs of the Federation shall be vested in a Board of Directors, all of whom must be members in good standing of the Federation. They should provide the Federation with dedication, resources and skills to further its goals. 2. Duties: The Board of Directors shall be responsible for the general management of the Federation. This entails: establishing policies and reviewing operations, providing directions and goals, securing funding, monitoring finances, and hiring and working with the Executive Director and other professional and administrative personnel needed for conducting the Federation’s business. Board members are expected to be active participants of at least one committee. 3. Composition of Board and election: The number of directors shall be no less than ten (10), including officers and no more than twenty (20). The number may be changed vote at any regular or special Board meeting, but no decrease shall shorten the term of any incumbent Director. As close to one-third of the Board members as mathematically feasible shall be elected each year at the annual meeting of the Federation from the candidates presented by the Nominating Committee. Elected Directors shall serve a term of three (3) years. Terms of service for Board members shall run from January 1 to December 31. No Director may succeed himself/herself as the Director of the Board after having six (6) consecutive years and thereafter only after a lapse of one year after every six (6) years on the Board. The most recent Ex-President of the Federation, if no longer an elected Board member, shall continue to be a non-voting Director for a period of one (1) year following his/her term of office. Vacancies, other than expiration of a term, shall be filled for the remainder of the term by majority vote of the Board of Directors present at a regular or special Board meeting. 4. Resignation: A Director may resign at any time by giving written notice to the President or the Secretary of the Federation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.
5. Removal of a Director: A Director may be removed for cause by a twothirds vote of the members at any membership meeting or by a two-thirds vote of the Directors present at any regular or special Board meeting. 6. Staff Ineligibility: Paid staff member of any Jewish Federation Agencies shall be ineligible to serve on the Board of Directors. Article VII - OFFICERS 1. Election of Officers: The officers of the Federation shall be: President, Vice President, Treasurer, Assistant Treasurer and Secretary. Officers shall be elected at the annual membership meeting of the Federation from a slate recommended by the Nominating Committee. The term of office shall be for two (2) years from January 1 until December 31, for two (2) consecutive years. An individual may hold only one office at a time. 2. Removal from Office: Any officer may be removed by two-thirds vote of those present at a regular or special Board meeting. However, the officer shall be first given an opportunity for a hearing before the Board of Directors and notice thereof shall be mailed or emailed to him/her ten (10) days prior to such hearing. 3. Vacancies: Vacancies for the unexpired term in any of the offices, with the exception of the President, shall be filled by majority vote of the Board of Directors at any regular or special meeting of the Board of Directors. 4. Signature Privileges: Persons authorized to sign Federation checks shall be the President, Vice President, Treasurer, Assistant Treasurer, and Secretary and such, members of the staff as the Board shall designate. All checks in excess of $500.00 issued by the Federation shall bear two signatures. The limit can be changed by the Board at any regular or special meeting of the Board of Directors by majority vote. 5. President: The President shall preside at all meetings of the Federation Membership, the Board of Directors, and the Executive Committee, and shall be an ex-officio member of all committees except the Nominating Committee. The President shall have the power to execute contracts authorized by the Board and shall perform such other duties prescribed in these bylaws or assigned to him/her by the Board of Directors.
At the request of the President, or in the event of his/her absence or disability, the Vice-President shall perform the duties and possess the powers of the President. In the event of the absence or disability of the President and Vice-President, the Treasurer shall temporarily perform the duties of the President. In the event of the death, resignation or removal of the President from office, the Vice-President shall succeed to the office for the balance of the term of office. In the event that the President and Vice President cannot perform their duties, the Board of Directors shall elect from among themselves as soon as possible a new President until the next annual membership meeting. 6. Vice President: The Vice President shall perform all the duties of the President in his/her absence or inability to serve and shall assist the President as necessary. 7. Treasurer: The Treasurer shall be responsible for the receipt of all moneys and the deposit of same in the name and to the credit of the Federation in such ways as may be designated by the Board of Directors; the Treasurer shall make an annual financial report and such other financial reports in the manner approved and described by the Board of Directors, and/or the Executive Committee. The Treasurer shall submit a full and complete annual report at the last meeting of the Board before the annual meeting of the Federation. This report shall also be resubmitted at the annual meeting. 8. The Treasurer shall be responsible for the conduct of an annual audit of the accounts of the Federation. The financial books of the Federation shall at all times be open to the inspection by the Board of Directors or its designated committee and shall be maintained at the office of the Federation.
9. Assistant Treasurer: The Assistant Treasurer shall perform all the duties of the Treasurer in his/her absence or inability to serve and shall assist the Treasurer as necessary.
10. Secretary: The Secretary shall attend all the meetings of the Federation Membership, of the Board of Directors and of the Executive Committee, and shall keep accurate minutes of all transactions at these meetings and shall perform all such duties which are incidental to the office. The minutes shall be maintained at the office of the Federation. 11. The Secretary shall see that proper notice is given of all meetings of the Federation Membership, of the Board of Directors, and of the Executive Committee.
Article VIII - MEETINGS OF THE BOARD OF DIRECTORS 1. Meetings: There shall be at least six (6) regular meetings of the Board of Directors each year. They shall be held at a time and place designated by the President or the Executive Committee. Notice of regular or special meetings shall be given by mail, phone, email or fax at least five (5) days before the meeting. In case of emergency, shorter notice may be given at the discretion of the President or by decision of five Board members. 2. Quorum: At all meetings of the Board of Directors the quorum necessary to transact business shall consist of a majority of Directors on the Board. The vote of the majority of the Directors present at the meeting is needed for any action of the Board, except otherwise provided by law or these bylaws. 3. Action Without a Meeting: To the extent permitted by law, any action required or permitted to be taken by the Board, and by the Executive Committee, any Standing Committee, or any other Committee of the Board, may be taken without a meeting if a majority of all the members of the Board, or the Committee, consent in writing, to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board, or the Committee, shall be filed with the minutes of time proceedings of the Board or the Committee.
4. Participation Electronically: Any one or more members of the Board or any Committee thereof, including the Executive Committee, a Standing Committee, or any Committee, may participate in a meeting of the Board or such Committee by means of conference telephone, television, internet connections or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time: provided that that participation in such fashion for such meeting shall have been authorized by the by the Executive Committee in the case of a meeting of the Board, or by the Chairperson of the Committee, at least twenty-four (24) hours before the time at which such meeting is to be held and notice of such authorization shall have been communicated to all member of the Board or Committee. 5. Absences: Any member of the Board of Directors absent from three (3) consecutive regular Board meetings without satisfactory excuse may be invited by a letter from the President to submit an explanation for the absences. If no satisfactory reasons are provided, the member may be removed from the Board of Directors at the next regular meeting. The Board may grant an extended leave of absence to any of its members for adequate reasons by majority vote. 6. Participation of Executive Director: The Executive Director of the Federation or his/her representative may be invited to attend the meetings of the Board of Directors and its committees but shall not be a member of these bodies or be able to vote. Article IX - COMMITTEES The President shall appoint each year among the Board of Directors or Federation members the chairs of all committees, except those otherwise provided for by these bylaws. Committee members, unless otherwise specified, need not be members of the Board, but must be members of the Federation. All Committees shall report regularly to the Board of Directors or Executive Committee when appropriate, and make recommendations to the Board, unless otherwise specified in these bylaws. The President shall serve as an ex-officio member of all committees, with the exception of the Nominating Committee of which he or she is not a member. 1. Standing committees: The Standing Committees of the Federation shall consist of the Executive, Allocations, Campaign, Finance, Personnel, Nominating, The Voice Advisory, Jewish Community Relations Committee and Jewish Family Service Advisory Committee.
2. Executive Committee: The Executive Committee, chaired by the President, shall consist of the officers of the Federation. The Executive Committee shall exercise all powers and authority of the Board of Directors between regular Board meetings, provided, however, that all actions of the Executive Committee shall be subject to approval at a regular or special Board meeting pursuant to actions without a meeting as specified in Article IX. The Executive Committee can approve unscheduled expenses of up to $5,000.00 without Board approval. The Executive Committee shall report all its actions and resolutions at the first meeting of the Board following the meeting of the committee. 3. Allocations Committee: All members of the Allocations Committee shall be Board members. The President may appoint past Board members to the Allocations Committee. The Treasurer shall serve as the chair of the committee. This committee shall study the merits of local, national, and overseas Jewish agencies and shall allocate, by majority vote, the amounts of moneys to be distributed to these agencies, taking into account the availability of funds for the distribution by the Federation. The Allocations Committee may work through subcommittees for detailed analysis of the resources and needs of the agencies asking for support. All decisions of the committee are subject to final approval by the Board of Directors. 4. Campaign Committee: The Campaign Committee shall organize and be in charge of the fundraising efforts of the Federation, shall recruit the volunteers to carry them out, and work closely with the Executive Director of the Federation to implement in the most effective way the Federation’s fundraising efforts. It may form subcommittees or project teams, as needed, which would be in charge of specific events such as, for example, the phonathon. 5. Finance Committee: The Finance Committee shall recommend to the Board a yearly budget, any changes to financial policy, and investment strategies of for the Federation’s funds. The Treasurer shall be a member of the Finance Committee. 6. Personnel Committee: The Personnel Committee shall prepare and recommend to the Board of Directors personnel policies for the Federation and its agencies such as The Voice and the Jewish Family Services. It shall recommend for Board approval salary schedules for the Executive Director and other Federation
employees, but not for the employees of the Federation’s agencies. It shall assist the Executive Director in recruiting personnel and consider all policies relating to human resources management. All members of the committee shall be Board members. 7. Nominating Committee: The Nominating Committee shall consist of five (5) members, three (3) of whom shall be Board members and two (2) from the general membership of the Federation. Those members shall be recommended by the President and confirmed by majority vote of the Board of Directors. In addition, the immediate past President of the Federation shall be the committee chair. The nominating committee shall designate a slate of candidates for the Board and also for the officers of the Federation to be elected at the annual membership meeting. 8. The Voice Advisory Committee: This committee shall provide advice as to the content and business operation of the Federation publication The Voice. The Voice Advisory Committee is comprised of the Executive Director, Board liaison person (or people), the Editor, Advertising Manager and other concerned individuals. 9. Other Committees: The Board of Directors may establish by majority vote other committees to address the tasks of the Federation. It will also set forth the responsibilities of these committees. These committees, when no longer deemed needed or effective, can be dissolved by majority vote of the Board.
Article X - EXECUTIVE DIRECTOR The Board of Directors shall employ an Executive Director who shall be the chief professional officer of the organization and administer the affairs of the Federation under the policies established by the Board. The Executive Director shall work, among other things, on fundraising, promotion of Jewish consciousness in Dutchess County, increasing Federation membership, and providing a liaison with other Jewish organizations and the non-Jewish community in Dutchess County. The Executive Director shall meet regularly with and advise the Board, the Executive Committee, and the committees of the Board, as needed.
The Executive Director shall be selected by a Search Committee established by the Board. To be hired, the Executive Director will require Board approval at a regular or special Board meeting. The performance of the Executive Director shall be evaluated at least annually by the President with input from Board members.
Article XI - INDEMNIFICATION The Federation shall indemnify and hold harmless any Board Member or Officer of the Federation who is made, or threatened to be made, a party to an action or proceeding where the claim asserted is in connection with his or her duties as a Board Member or Officer, including one by or in the right of the Federation, or it’s agencies, to procure a judgment in its favor. This indemnification applies whether the claim be civil or criminal, by reason of the fact that he or she, or his or her testator or intestate, is or was a Board Member or Officer of the Federation and shall extend to judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Board Member or Officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Federation and, in criminal proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful except that no indemnification under this Article XII shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of or (b) any claim, issue or matter, as to which such person shall have been adjusted to be liable to the Federation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonable entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo conte, or its equivalent, shall not itself create a presumption that any such Board Member or Officer did not act, in good faith, for the purpose or she believed to be in the best interest of the Federation or that he she had reasonable cause to believe that his or her conduct was unlawful. 1. Indemnification in certain cases: A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the
character described in paragraph 1 of this Article XII shall be entitled to indemnification as authorized in such section. 2. Advancement for expenses: Expenses incurred in defending a civil or criminal action or proceeding may be paid by the Federation in advance of the final disposition of such section or proceeding in accordance with the provisions of Section 723(d) of the Not for Profit Corporation Law. 3. Insurance: The Federation shall have power to purchase and maintain insurance, to the fullest extent permitted by law: (1) to indemnify the Federation for any obligation which it incurs as a result of the indemnification of Board Members or Officers under or pursuant to these By-Laws or law, (ii) to indemnify board Members and Officers in instances in which they may be indemnified by the Federation under or pursuant to these By-Laws or law, and (iii) to indemnify Board Members and Officers in instances in which they may not otherwise be indemnified by the Federation under or pursuant to these By-laws or laws provided the contract of insurance covering such Board Members and Officers provides, in a manner acceptable to the Superintendent of Insurance , for a retention amount and for coinsurance. 4. Contract Rights: The foregoing provisions of this Article XII shall be deemed to be a contract between the Federation and each Board Member and Officer who serves in such capacity at any time while this Article Xl and the relevant provisions of the NPCL and other applicable law, if any, are in effect, and, except to the extent otherwise required by law, any repeal or modification thereof shall not affect any right or obligations then existing or thereafter arising with respect to any state of facts then or theretofore existing or thereafter arising or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such stated facts. 5. Employees: The Board, in its sole discretion, shall have power on behalf of the Federation to indemnify any person, other than a Board Member or Officer, made a party to any action, suit, or proceeding by reason of the fact that he or she, or his or her testator or intestate, is or was an employee of the Federation.
Article XII - BOOKS AND RECORDS The Federation shall keep at the office of the Federation or at such other place as the Board may authorize, correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board and the Executive Committee, if any. Any of the foregoing books, minutes, or records may be written form or in any other form capable of being converted into written form within a reasonable time. Article XIII - APPROVAL OF BYLAWS AND AMENDMENTS OF BYLAWS These bylaws shall be adopted by a majority vote of the members at the annual membership meeting or a special meeting convened for that purpose. Notice thereof shall be given to the membership by mail or email not less than ten (10) days prior to such a meeting. Any provision of these bylaws, once adopted, relating to definitions, eligibility, qualification and powers of the membership may be amended only by the membership at an annual meeting by vote of the majority of the members present. All other provisions of these bylaws may be amended by the vote of the members as described above or a vote of two-thirds of the Directors present at a meeting of the Board called for that purpose among others. Notice of time, place, and purpose of such a meeting shall be given in accordance with the provisions of Article VIII, section 1.
Article XIV - RULES OF ORDER All meetings of the Federation, its Board of Directors and committees shall be conducted according to the latest edition of Robert’s Rules of Order. However, if any definitions in these bylaws differ from those in the Robert’s Rule of Order, the definitions in the bylaws shall be used. These bylaws were adopted at the December 12, 1999 membership meeting revised at the October 21, 2003 Board of Directors Meeting and at the Annual Meeting on December 11, 2014.
