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 by-laws.
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.
- First Vice President: Shall be responsible for facilitating the President’s initiatives, assisting the President with coordinating the work of the board’s officers, and preparing to serve as the Society’s future President. In the absence of the President, the First Vice President shall serve as the presiding officer at board, business, and annual conference meetings. Additionally, the First Vice President shall identify and develop a portfolio of activities that specifically advance the development and ensure the stability of the Society. To this end, the First Vice President should be prepared to make a multi-year commitment to the Society and should anticipate serving in the future as the President for a term of two years.
- 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.
- 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.
- 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.
- Vice President/Conferences and Meetings: Shall plan and implement logistics for the annual conference, vetting and recommending and negotiating with potential meeting sites and signing the contract with the venue selected by the board. She/he will provide forms for registration and notify the membership of same via HaLapid and other print and electronic communications of SCJS and US mail. She/he coordinates the logistics at the conference, such as arranging meeting rooms and meals and reserving room blocks at special rates. He/she shall arrange for lodging and meeting venues for board and other meetings and gatherings of the Society.
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: By-laws 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.