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 dut