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JEWISH DEAF CONGRESS, INC
As approved by the Board of Directors prior to 2011 Conference
June 28, 2011
Section 1.1 Corporate Name.
The name of the Corporation shall be JEWISH DEAF CONGRESS, INC.
Section 1.2 Corporate Purpose.
The purpose of the Corporation shall be those that are set forth in its Certificate of Incorporation.
Section 1.3 Corporate Offices.
The principal office of the Corporation shall be at such place or places within or without the State of Wyoming as the Board of Directors may from time to time determine.
Section 1.4 Corporate Dissolution.
In the event of the Board of Directors approves the dissolution of the Corporation, the Board, after paying and making provisions for the payment of all Corporation liabilities and obligations, shall distribute all of the assets of the Corporation to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
The objectives of the Corporation shall be:
To aid in the growth and preservation of the religious spirit of the Jewish deaf.
To foster fellowship among the Jewish deaf.
To maintain among the deaf the warmth and the traditions of the Jewish homes, in as much as the latter remains the bulwark of our creed.
To promote cultural growth in keeping the Jewish ideals.
To instill in young Jewish deaf a sense of the oneness of the faith of their ancestors.
To develop closer relations and understanding between Jews and non-Jews.
To establish an endowment fund to promote attainment of the above ideals.
This organization is organized and shall be operated exclusively for religious, charitable and educational purposes, and no part of the net earnings of this organization shall inure to the benefit of any individual, except in the furtherance of the aforesaid purposes.
Any person of Jewish faith and others of good moral character who are interested in the objectives of the Corporation may qualify for membership.
The membership shall be divided into two (2) classes:
(a) Active. Jewish Deaf and those who follow their spouses into the Jewish faith. Active members shall have the right to voice and vote in all matters confronting a conference.
(b) Associate. Spouses of active members who do not wish to follow the Jewish faith. Jewish hearing people who are associated with Jewish organizations. Associate members shall have the right to voice only. They shall not be eligible to serve on the Board of Directors.
BOARD OF DIRECTORS
Section 4.1 Powers of the Board of Directors
The policy-making powers of the Corporation shall be vested in its Board of Directors, who shall serve with all authority provided by Wyoming law, and shall have charge, control, and management of the policies, property, affairs, and funds of the Corporation. The Board of Directors shall have the power and authority to do and perform all acts or functions consistent with these By Laws or the Corporation’s Certificate of Incorporation. Each person serving as a member of the Board of Directors is herein referred to as a “director.” The president of the Corporation, by virtue of the Office of President, shall be the chairperson of the Board of Directors. The Board of Directors shall act only in the name of corporation and shall be regularly convened by its chairperson after due notice to all the directors of said meeting. Moreover, the Board of Directors may make such rules and regulations regarding its meetings as it may, in its discretion, determine to be necessary.
Section 4.2 Qualifications of Directors
Directors shall be selected for their ability to participate effectively in fulfilling the responsibilities of the Board of Directors. A majority of the directors must be deaf or hard of hearing.
Section 4.3 Number of Directors.
The Board of Directors of the Corporation shall consist of five (5) directors or such greater number as may be approved by the Board.
Section 4.4 Term of Office; Maximum Terms.
Directors shall be elected for a term of two (2) years. All directors shall be eligible to serve an unlimited number of consecutive terms.
Section 4.5 Election.
Nominations of Officers shall be made from the floor. Elections shall be by ballot at the biennial meeting once every two (2) years. A majority vote shall be necessary to elect. The newly-elected officers shall take the oath of office at the close of the Conference and their respective terms shall take effect on immediately after the final adjournment of each Conference.
Section 4.6 Vacancies.
Vacancies on the Board of Directors due to death, resignation, removal, increase in the number of Board seats, and/or other cause shall be filled by a majority vote of the remaining members of the Board of Directors for the balance of the term being filled.
Section 4.7 Resignation; Removal.
A director may resign at any time by giving written notice of such resignation to the President of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon delivery thereof. The acceptance of the resignation shall not be necessary to make it effective. A director may be removed for cause by a simple majority vote of the remaining members of the Board of Directors.
Section 4.8 Annual Meeting of the Board of Directors.
An annual meeting of the Board of Directors shall be held each year as soon as practicable after the beginning of the year, at such place as may be designated by the President of the Board of Directors, at such hour and on such date as may be designated in the notice of the meeting. Written notice of the annual meeting shall be mailed or by electronic means to each director at least four (4) weeks in advance of the meeting.
Section 4.9 Special Meetings of the Board of Directors.
Special meetings of the Board of Directors shall be called by the President of the Board within four (4) weeks after receipt of a written request from any two (2) directors. Such request shall state the subject for which the meeting is being called.
Section 4.10 Notice of Special Meetings of the Board of Directors.
Written notice of special meetings of the Board of Directors shall be mailed by first class mail or by electronic means to all directors at least four (4) weeks before the date of the meeting, and such notice shall state in general terms, the nature of the business to be taken up at the meeting.
Section 4.11 Waiver of Notice.
Whenever any notice is required to be given to a director of the Corporation under the provisions of Wyoming law or under the provisions of the Certificate of Incorporation or Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall satisfy the notice requirement with respect to the signator(s). Attendance of a person at meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4.12 Action by Unanimous Written Consent
Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all members of the committee, as the case may be. Any consent signed by all the directors or committee members shall have the same effect as a unanimous vote.
Section 4.13 Quorum at Board Meetings.
For all meetings of the Board of Directors (other than for action taken by unanimous written consent), a quorum shall be a simple majority of the directors then serving, who shall be present in person.
Section 4.14 Procedure at Meetings.
Roberts Rules of Order revised (latest edition) shall govern procedure at all meetings by the Board of Directors and its committees on matters not covered expressly by these Bylaws.
Section 4.15 Manner of Acting.
Each director shall be entitled to one (1) vote on each matter properly submitted to the directors for any action at a meeting of the Board. Such vote may be done by proxy. If so, the proxy vote must be delivered to the chairperson at the beginning of each meeting at which the proxy is to be used. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Corporation’s Certificate of Incorporation or Bylaws
Section 4.16 Compensation of Directors.
No director of the Corporation shall receive, directly or indirectly, any salary or compensation from the Corporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity in receiving compensation therefor.
Section 4.17 Property Rights of Directors.
No director of the Corporation shall have any rights or interests in or to the property or assets of the Corporation.
OFFICERS OF THE CORPORATION
Section 5.1 Designation of Corporate Officers.
The Officers of the Corporation shall be a President, Vice President, a Secretary, and a Treasurer and such other officers as shall be approved by the Board of Directors.
Section 5.2 Term of Office; Maximum Terms.
Officers shall hold office for a period of two (2) year. There shall be no maximum number of terms that an officer may be eligible to serve.
Section 5.3 Duties of the President.
The President shall be the chairperson of the Board of Directors and shall preside over all Board meetings, shall present, at each annual meeting of the Corporation, an annual report of the work of the Corporation, shall appoint all committees, temporary and permanent, shall be a member ex officio of said committees, shall see that all books, reports, and certificates as required by law are properly kept or filed, shall be one of the officers who may sign checks or drafts of the Corporation, and shall have such powers as may be reasonably construed as belonging to the chief executive of corporation. The president must be deaf or hard of hearing.
Section 5.3 Duties of the Vice President
Vice President shall have such duties and responsibilities as are assigned to the office at the time it is created until such duties and responsibilities are modified by the Board of Directors. The Vice President designated by the Board of Directors shall, in the event of the absence or inability of the President to exercise his office, become acting President of the Corporation with all the rights and privileges and powers, as if he had been duly elected President.
Section 5.4 Duties of the Secretary.
The Secretary shall keep the minutes and records of the Corporation in appropriate books, shall file any certificates as required by statute, federal or state, shall give and serve all notices to directors of this Corporation, shall be the official custodian of the books, shall submit to the Board of directors any communications which shall be addressed to the Secretary of the Corporation or the Corporation and shall exercise all duties incident to the office of the Secretary. If the Secretary of the Corporation is designated an Executive Secretary, the duties of the office shall include such other duties as are determined by the Board of Directors from time to time.
Section 5.3 Duties of the Treasurer.
The Treasurer shall be responsible for all monies belonging to the Corporation. The Treasurer may be one of the officers who shall sign checks and drafts of the Corporation. No special fund may be set up that shall make it unnecessary for the Treasurer to sign checks issued on behalf of the Corporation, unless the sum total of all funds belonging to the Corporation is less than one hundred dollars ($100). The Treasurer shall render an account of the finances of the Corporation at all regular meetings, and said report shall be part of the minutes of such meeting. The Treasurer shall exercise all duties incident to the office of Treasurer.
Section 6.1 Authority of Committees.
Committees may be appointed as necessary by the President and shall be directly responsible to the Board of Directors, unless specific authority has been delegated to them by the Board of Directors.
Section 7.1 Fiscal Year.
The fiscal year of the Corporation shall end on December 31 of each year.
Section 7.2 Budgets.
The Treasurer of the Corporation shall prepare or have prepared and the Board of Directors shall approve the annual capital and operating budgets of the Corporation.
Section 7.3 Capital Expenditures, Loans and Indebtedness.
No expenditures, loans or indebtedness may be made or incurred unless such amounts are included in the annual capital and operating budgets or are otherwise approved by the Board of Directors.
Section 7.4 Checks, Drafts, etc.
All checks, drafts or other orders for payment of money, notes or other evidences of in-debtedness issued in the name of the Corporation or to the Corporation, shall be signed or endorsed by such officer or officers, agent or agents of the Corporation in such manner as consistent with these Bylaws.
Section 7.5 Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 7.6 Transfer of Assets.
No transfer of the Corporation’s assets shall occur except in accordance with the express requirements established by the Board of Directors.
Section 7.7 Gifts.
The Board of Directors may not accept on behalf of the Corporation any contribution, gift, bequest or devise for the general or specific purposes of the Corporation.
Section 7.8 Loans.
No loans, shall be made by the Corporation to its directors or officers, or to any other
Corporation, firm, association or officers, or to any Corporation, firm, association or other entity in which one or more of its directors or officers are directors or officers or hold a substantial financial interest.
Section 8.1 Indemnification.
The Corporation may indemnify, including the advancement of expenses in defending litigation, its directors, officers and employees to the fullest extent authorized and permitted by law and as set forth in: (1) the Certificate of Incorporation, (2) these Bylaws, (3) a resolution of its members or directors, or (4) an agreement providing for such indemnification. The Corporation’s directors are hereby authorized to adopt such resolutions and the Corporation is authorized to enter into such agreements. The Corporation is further authorized to indemnify its employees and other personnel to the fullest extent permitted by law.
Section 8.2 Insurance.
The Corporation may purchase directors and officers liability insurance if authorized by the Board of Directors.
Section 9.1 Amendments to Bylaws.
These Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at the Conference, provided that amendments are submitted to the Bylaws Committee sixty (60) days prior to conference, that copies are distributed by electronic means, to the members at least thirty (30) days prior to the conference, and that amendments are read during the conference. Written notice of proposed amendments shall be presented to the Secretary at least six (6) weeks before the meeting at which the vote is to be taken. Text of the proposed amendments shall be included in the notice of that meeting. Any amendments or motions passed at the Conference shall become effective immediately, unless specified otherwise.
Section 9.2 Suspensions.
Any provision in the Bylaws may, in unforeseen and urgent or extenuating circumstances, be suspended at the Conference by two-thirds (2/3) vote of the members present and voting.
Section 10.1 Tax Exception Qualification.
Jewish Deaf Congress (JDC) is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of Internal Revenue Code, or corresponding section of any future tax code.
Section 10.2 Dissolution.
Upon the dissolution of the organization, JDC, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Board of Directors – June 28, 2011