BYLAWS OF THE
SOCIETY FOR
CRYPTO-JUDIAC STUDIES
ARTICLE
I: Name
The name of the
organization is The Society for
Crypto-Judaic Studies (hereinafter known as the Society), a non-profit
corporation.
ARTICLE II: Purpose and
Objectives
The Society may support
and sponsor research, and dissemination of same,
which falls within the subject area set forth in the Society’s Mission
Statement. The Society may collaborate with public, non-profit,
for-profit organizations, agencies, religious institutions, and
individuals
to further projects within the subject area set forth in the Society’s
Mission
Statement. This activity may include, but not be limited to,
holding of
conferences, the production, publication, release, distribution
and sales
of printed and audio/visual material(s) including journals,
newsletters,
books, articles essays, surveys, studies, abstracts, films, audio and
videocassettes, CDs, CD ROMs and other media that exist now or that may
become
technologically available in future.
The principal office for
the transaction of legal
activities of the Society is within the State of California, as required by the
California
Non-Profit Corporation Act and is the same office shown in the
Society’s
Articles of Incorporation as the “Registered Office.” The Address
for the
“Registered Office” and the “Principal Office” shall be the same, but
may,
along with the Registered Agent, be changed from time to time by action
of the
Board of Directors, so long as such action conforms with the
Articles of Incorporation in effect at the time of said change.
The Society is empowered
to receive,
purchase, manage, sell and/or transfer real or personal property,
maintain
and hold same whether received by gift, bequest, purchase, divestiture
or
investment, such capital or property, held either absolutely or in
trust, for
the furtherance of any of its stated purposes.
ARTICLE III: Membership
Membership in the
Society shall be open to all
interested persons. The Society shall have such categories of
membership
as the Board of Directors (hereinafter referred to as Board) may, from
time to
time, deem appropriate. The Board shall
establish membership dues for each membership category. The
categories
are: Individual, Family, Sustaining, Donor,
and
Honorary. The membership roster of the Society shall remain
strictly
confidential.
ARTICLE IV: Dues
The Board shall
review, consider and recommend
any changes in dues periodically. Dues shall be due and payable
on the
first day of January each calendar year, with membership extending
through the
year from January 1 to December 31. Membership dues shall include
a
subscription to the Society’s quarterly publication, HaLapid.
If
changes in the dues structure are recommended by the Board, such
changes shall
be presented and voted on by the membership at the Annual Business
Meeting. A majority of voting members in attendance at the Annual
Meeting
shall rule.
ARTICLE V: Board of
Directors
Members of the Board
shall include the following:
President, Vice President(s), Secretary,
Treasurer, Member(s)-at-Large, and Immediate Past President.
Each Officer/Director
must be a member in good
standing of the Society, and shall have freely accepted the
responsibility to
further the purposes of the Society, and shall conduct the Society’s
business
in a manner consistent with the generally accepted fiduciary
responsibility for
non-profit organizations, and shall not personally profit from any
business
transacted by the Society. Members of the Board shall recuse
themselves from any action where a conflict of interest or the
appearance of
same exists.
The Board will be
responsible for the long-range
planning and direction of the Society, as well as the general conduct
of the
Society’s finances, contractual agreements and grant applications,
acceptance
and/or award.
The President of the
Society, by virtue of his/her
office, shall be Chair of the Board. The Board may amend, enact,
or
repeal standing rules for the conduct of all appropriate business of
the
Society not specifically provided for in its bylaws.
The Board shall meet, at
minimum, two times
annually. The Board may transact business and may vote by US or
private
mail, electronic mail and/or telephone. Multi-party telephone or
other
electronic conferencing is authorized. The Board shall meet
within one
week prior to the convening of the Annual Meeting of the
Membership. A
Board meeting may be convened at the request of the President or any
three
individual Board Members. A majority of the filled Board
positions must
participate in order to constitute a quorum. Unless otherwise
provided
for, a simple majority vote is required for the adoption and/or
approval of any
agenda item brought before the Board. Appropriate written minutes shall
be
maintained of all Board action(s).
ARTICLE VI: Officers
The officers of the
Society shall consist of a
President, such number of Vice Presidents as deemed necessary and
appropriate
by the Board to the smooth conduct of the Society’s operation,
Secretary,
Treasurer, Immediate Past President and one or more Member at
Large. Each
officer shall be elected (with the exception of the Immediate Past
President)
to serve a two-year term . At the
expiration of
their term of office, the officers may be re-nominated and re-elected
to the
same or any other office, provided the individual(s) has agreed to
serve, if
elected. In the event an officer or Board Member
resigns, or is deemed, by a two-thirds majority of the
remaining
Board Members, to be found in dereliction of duty, or incapacitated, or
in any
way unable or unwilling to fulfill the remainder of his/her term of
office, the
Board shall appoint a member in good standing, either from the
Board or
the general membership of the Society, to fill the remaining term
of the
office in question.
President: The President
shall preside at all
meetings of the membership and Board. The President shall appoint
committees annually to ensure that the work of the Society shall be
performed
in a timely manner. The President or his/her designee shall
represent the
Society at all times. Along with the Treasurer and/or Secretary,
the
President will sign leases, contracts, checks and all other legal
instruments
approved by the Board of Directors, and shall act as an ex-officio
member of
all committees, with the exception of the Nominating Committee.
The
President shall appoint all committees, whether temporary or permanent
unless
incapacitated or having delegated this responsibility and/or authority,
only
the President shall speak officially for the Society to media or other
organizations
and entities.
Vice President(s): In
the absence of the President,
or in the event of his/her inability to act in that capacity, whether
temporarily or permanently, a Vice President, in rank order as follows,
shall
assume and perform the duties of President, subject to the same
privileges and
restrictions as the duly elected President. The Vice Presidents
shall
perform such other duties as, from time to time, may be assigned to
them by the
President.
1. Vice
President/Programs: Shall be responsible for
arranging and coordinating programs including speakers and events for
the
Annual Conference and Meeting. The Vice President/Programs shall
be
responsible for arranging and coordinating seminars, workshops,
performances
and cultural/social events and, subject to approval of the Board,
charge
admission or participation fees and/or receive donations to accomplish
same,
submitting all such funds received, along with appropriate
documentation,
to the Treasurer in a timely manner. He/she shall work in
coordination
with the Local Chair appointed for each Annual Conference/Meeting.
2. Vice
President/Membership: Shall be
custodian of all completed membership forms and shall provide a list of
current
and new members in a timely fashion to the Vice
President/Communications.
The Vice President/Membership shall be responsible for maintaining the
membership roster, as well as the Society’s mailing list. As
appropriate
and working in concert with the Public
Relations
Committee, the Vice President/Membership shall make information
available
regarding joining the Society and undertake such actions as may
appropriately
expand membership in all membership categories.
3. Vice
President/Communications: Shall be the
editor, responsible for the timely production and dissemination, of the
quarterly publication of the Society, HaLapid, and other
Society
publications as may be produced from time to time. S/he is to
ensure that
HaLapid is generated on a regular, periodic basis, and shall
solicit,
receive, collect and edit material for publication in a manner
consistent with
generally accepted editorial procedures and ethics. The Vice
President/Communications may, from time to time, be asked to publish
items and
notices deemed necessary and appropriate by the Board
and/or the President.
Secretary: The Secretary
shall be responsible for
maintaining accurate minutes of all meetings and other activities of
the
Society, the Board, and maintain custody of all records for those
proceedings
and any associated reports, including any documents and records of the
Society’s business. S/he shall maintain the minutes and records
of the
organization in appropriate books and in a manner consistent with
generally
accepted practices for non-profit organizations. S/he shall
transfer
custody of all such records and documents to the succeeding Secretary
in a
timely manner. S/he shall further act as Corresponding Secretary
for the
President and/or the Board, ensuring that all correspondence
representing the
Society is accurate and of a quality consistent with the Society’s
image and
standing. The Secretary shall further ensure that any required
documents
shall be produced and submitted so as to maintain the Society’s good
standing
as a Non-Profit Corporation under the applicable laws of the State of California.
Treasurer: The Treasurer
shall be the custodian for
all funds of the Society and may sign checks or other appropriate legal
instruments, along with the President, and/or other duly authorized
officer(s),
for all approved and appropriate disbursements. S/he shall
further
prepare quarterly financial reports for distribution to the Board and
shall
make appropriate reports to the Board at each Board meeting.
Further, the
Treasurer shall prepare, or cause to be prepared, a full and accurate
financial
statement for the Annual Meeting and see that same is provided in a
timely
fashion to the Vice President/Communications for inclusion in the issue
of HaLapid
prior to the Annual Conference/Meeting. The Treasurer shall produce and
submit,
or cause to be produced and submitted, any
required financial documents so as to ensure the maintenance of the
Society’s
good standing as a Non-Profit Corporation under the applicable laws of
the
State of California.
Member-at-Large: One
Board Member shall be elected
each term to represent the interests of the general membership at all
Board
meetings. S/he may be called upon to chair special committees and
perform
other duties at the request of the President.
An Officer or Committee
Chair, with the majority
consent of the Board of Directors, may arrange for appropriate
professional
assistance, if required, to exercise the duties and responsibilities
with which
s/he is charged, on either a pro bono or for payment
basis. All contracts for such services and
disbursements of funds for same
are governed by the practices and procedures outlined in Article V.
ARTICLE VII: Meetings
There shall be one
business meeting annually of the
general membership at such time and place designated by the
Board.
Once determined by majority vote of the membership at the previous
Annual
Conference and Business Meeting, the designated site and date may be
changed
only by a majority vote of the Board of Directors with sufficient cause
for
such change. All members shall be notified of such changes by US
mail in a
timely fashion. Members not in good standing (delinquent in dues)
and
non-members of the Society may attend the Society’s Conference and Business Meeting(s) but retain no right to
vote on
any issue. In the event of a conflict, Robert’s Rules of Order
shall govern.
ARTICLE VIII:
Nominations and Elections
At least four months
prior to each Annual
Conference/Meeting, the President
shall appoint
a Nominating Committee which shall be formed to identify
appropriate
candidates and propose a slate of officers for election by the general
membership. Said Nominating Committee shall be chaired by the
Vice
President/Membership and shall include a minimum of three (3)
Society members in good standing. The Committee shall
solicit
nominations from the general membership and shall ensure that any
person
submitted for consideration for election shall be willing and able to
perform
the duties of the office for which s/he is proposed, if elected.
Any
member in good standing may propose him/herself for consideration.
Nomination(s) from the
floor shall be called for
during the Annual Meeting, providing that any person making a
nomination from
the floor shall have determined that the member proposed is in good
standing
and is willing and able to perform the duties of the office for which
s/he is
so nominated, if elected. All nominations from the floor must
have a
second. Voting shall be by secret ballot, with each member in good
standing
casting one vote for each office. Cumulative and/or proxy voting is not permitted. Election shall be
achieved by a
majority vote of those members in good standing in attendance at the
Annual
Meeting. In the event of a tie, the tie shall be decided by the
drawing
of lots. The President shall appoint a committee to count all
ballots and
no person who is subject to election shall serve as a member of the
ballot
counting committee. In the event of a conflict, Robert’s Rules of Order
shall
govern.
ARTICLE IX: Committees
The President may create
ad hoc committees
and appoint their chairs, as deemed necessary and appropriate for the
effective
operation of the Society. The President shall appoint the Chairs
and each
Chair shall report to the President, with the term of each committee
and its
Chair being for a time certain, appropriate to the accomplishment of
the
purpose at hand. All Committee Chairs shall report directly to
the
President. The President shall serve as an ex-officio member of
each
committee.
General duties and
responsibilities: All Committee
Chairs shall request, direct and manage the assets required to perform
the
assigned tasks and duties. Appropriate minutes and financial records
shall be
kept by each Committee Chair or his/her designee. Committee Chairs will
present
a written report(s) to the Board of Directors at the conclusion of
their work
or as requested by the President and/or the Board. Members in
good
standing may request to serve as chairperson or member of a committee,
or may
offer assistance or expertise on an ad hoc basis..
Each committee chair may
solicit members of his/her
committee from the general membership of the Society. If deemed
necessary
and appropriate and with the consent of the President, non-members of
the
Society may serve on a Committee.
ARTICLE X: Bylaws and
Standing Rules
The enactment of these
Bylaws and any repeal or
amendment of same thereafter shall be confirmed by a two-thirds (2/3)
majority
vote cast by members in good standing in attendance at the subsequent
Annual
Conference/Meeting. Proposals to amend the Bylaws will be
submitted to
the membership at least thirty (30) days prior to the Annual
Conference/Meeting, either through the Society’s publication and/or
sent to the
active membership list via US mail. Any member in good standing
may
submit a proposed change or amendment to the Bylaws, in writing, to the
Board
of Directors no later than February 1. The proposal for said
change
should include a short explanation of the proposed change(s) and should
be
submitted in writing via US
mail. The general membership will be notified of the proposed
change(s)
and/or amendment by the Society’s publication, and the proposal shall
be voted
on at the next Annual Conference/Meeting. The Board, by majority
vote,
may propose Bylaw amendments, deletions or changes for vote by the
general
membership at the Annual Meeting, provided the membership is notified
of the
proposed changes least three (3) weeks
prior to
the Annual Meeting at which the matter at hand will be submitted to a
vote.
Adopted by the Society
for
Crypto-Judaic Studies at the Annual Conference/Meeting, August 21, 2001.