JEWISH DEAF CONGRESS, INC BY-LAWS

ARTICLE I: CORPORATION

Section 1.1. Name.

The name of the Corporation shall be Jewish Deaf Congress, Inc., hereafter referred to as “the Corporation” or “JDC”.

Section 1.2. Purpose.

The purpose of the Corporation shall be those that are set forth in its Certificate of Incorporation.

Section 1.3. Offices.

The principal office of the Corporation shall be at such place or places within or outside the State of Wyoming as the Board of Directors may from time to time determine.

ARTICLE II: MISSION

As a Corporation of, for, and by Jewish Deaf^[1]individuals, the mission of Jewish Deaf Congress shall be to provide for the religious, spiritual, educational, linguistic, social, cultural and charitable needs of the Jewish Deaf community.

ARTICLE III: OBJECTIVES

Section 3.1. Objectives

The objectives of Jewish Deaf Congress shall include, but not be limited to:

(a)    instill, foster, maintain and preserve the religious and cultural spirit, and traditions of and fellowship among the Jewish Deaf.

(b)    develop closer relations and understanding between the Jewish Deaf and the community at large.

(c)     obtain funding and/or establish an endowment fund to promote attainment of the above objectives.

ARTICLE IV: MEMBERSHIP

Section 4.1. Members

For the purposes of registration, the number of members shall be unlimited and the names of eligible members shall be entered in the Register of Members accordingly.

Section 4.2. Membership Classifications

There shall be three (3) classes of membership:

(a) Active, which shall consist of Jewish Deaf individuals who support the mission and objectives of the Corporation. Active members shall have the right to voice and vote on issues and motions in a conference.

(b) Associate, which shall consist of the following who support the mission and objectives of the Corporation:

(i) Individuals interested in the Jewish faith, especially but not limited to, those with a Jewish Deaf family member

(ii) Organizations of, for, and by Jewish hearing individuals

Associate members shall have the right to voice only. They shall not be eligible to serve on the Board of Directors.

(c) Affiliate, which shall consist of organizations of, for, and by Jewish Deaf individuals that support the mission and objectives of the Corporation. Affiliate members shall have the right to voice and vote in all matters at a conference. Each Affiliate member shall have the right to appoint one voting representative to the Board of Directors.

Section 4.3. Good standing

Each member shall be in good standing.

ARTICLE V: BOARD OF DIRECTORS

Section 5.1. 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 bylaws 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 Board of Directors shall act only in the name of the corporation and shall be regularly convened by its Chair 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 5.2. 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.

Section 5.3. Number of Directors.

The Board of Directors of the Corporation shall consist of five (5) to nine (9) directors. or such greater number as may be approved by the Board of Directors.

Section 5.4. 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. Directors shall serve staggered terms set by the Board of Directors.

Section 5.5. Election.

• Nominations of Directors shall be made from the floor. Elections shall be by ballot at the biennial business meeting held every two (2) years. A majority vote shall be necessary to elect new Directors. The newly-elected Directors shall take the oath of office at the close of the business meeting and their respective terms shall take effect immediately after the final adjournment of each business meeting.

• Elections shall also be held in a similar fashion between biennial business meetings to ensure staggered terms.

Section 5.6. 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 5.7. Resignation; Removal.

A director may resign at any time by giving written notice of such resignation to the Chair. 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 5.8. 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 Chair, at such hour and on such date as may be designated in the notice of the meeting. Notice of the annual meeting shall be mailed or  electronically mailed to each director at least four (4) weeks in advance of the meeting.

Section 5.9. Special Meetings of the Board of Directors.

Special meetings of the Board of Directors shall be called by the Chair within seven (7) calendar days 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 5.10. Notice of Special Meetings of the Board of Directors. Written notice of special meetings of the Board of Directors shall be communicated by electronic means to all directors seven (7) calendar days prior to 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 5.11. 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 5.12 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 5.13. 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 5.14. Procedure at Meetings.

The current edition of Robert’s Rules of Order Newly Revised shall govern procedure at all meetings by the Board of Directors and its committees on matters not covered expressly by these bylaws.

Section 5.15. 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 Chair 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 5.16. 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 5.17. 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.

ARTICLE VI: DIRECTORS OF THE CORPORATION

Section 6.1. Designation of Corporate Directors.

The Directors of the Corporation shall be a Chair, Vice Chair, a Secretary, and a Treasurer and such other Directors as shall be approved by the Board of Directors.^[2]

Section 6.2. Term of Office; Maximum Terms.

Directors shall hold office for a period of two (2) years. There shall be no maximum number of terms that a Director may be eligible to serve.

Section 6.3. Duties of the Chair.

(a)     The Chair^[3] 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 Directors 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 Chair shall be Deaf.

(b)     If so approved by the Board of Directors, two individuals may share the responsibilities of Chair and shall be henceforth known as Co-chairs.

Section 6.4. Duties of the Vice Chair

The Vice Chair^[4] 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 Chair designated by the Board of Directors shall, in the event of the absence or inability of the Chair to officiate, become acting Chair of the Corporation with all the rights and privileges and powers, as if he/she had been duly elected Chair.

Section 6.5. 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 6.6. Duties of the Treasurer.

The Treasurer shall be responsible for all monies belonging to the Corporation. The Treasurer may be one of the Directors 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 6.7 Secretary /Treasurer

If so approved by the Board of Directors, one individual may serve as both Secretary and Treasurer and shall be henceforth known as Secretary / Treasurer.

ARTICLE VII: COMMITTEES

Section 7.1. Establishment of Ad Hoc Committees

(a)     The Chair may establish d hoc committees providing it with information that help to develop and formulate a proposal or a series of proposals for eventual consideration by the Board of Directors. The Board of Directors, once satisfied that such developed proposals are compatible with the objectives an /or decisions of the Corporation, may transform such proposals into official proposals of this Corporation.

(b)     Alternatively, the Chair may delegate a specific authority to an ad hoc committee.

(c)     The Chair may establish and maintain several ad hoc committees as required to deal with separate goals.

(d)     Each ad hoc committee shall be directly responsible to the Board of Directors.

Section 7.2. Composition of Ad Hoc Committees

(a)     The Chair may invite anyone with interest and/or needed expertise to serve on each such ad hoc committee.

(b)     Each ad hoc committee is made up of at least one active member from the Board of Directors and any number of persons who are either members or non-members of this Corporation.

Section 7.3. Dissolution of Ad Hoc Committees

Ad Hoc committees shall be dissolve as soon as they have served its purpose or are no longer required by the Board of Directors.

ARTICLE VIII: FISCAL MATTERS

Section 8.1. Fiscal Year.

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 8.2. Budgets.

The Treasurer of the Corporation shall prepare, prior to a new fiscal year, a new annual capital and operating budget of the Corporation, to be approved by the Board of Directors.

Section 8.3. 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 8.4. Checks, Drafts, etc.

All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation or to the Corporation, shall be signed or endorsed by such Director(s) as agent(s) of the Corporation in such manner as consistent with these Bylaws.

Section 8.5. 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 selected by the Board of Directors.

Section 8.6. 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 8.7. Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general or specific purposes of the Corporation.

Section 8.8. Loans.

No loans shall be made by the Corporation to its Directors, or to any other Corporation, firm, or association.

Section 8.9. Net Earnings

No part of the net earnings of this Corporation shall insure to the benefit of any member, except in the furtherance of the objectives of the Corporation.

ARTICLE IX: INDEMNIFICATION

Section 9.1. Indemnification.

The Corporation may indemnify, including the advancement of expenses in defending litigation, its Directors 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 9.2. Insurance.

The Corporation may purchase Directors and Officers’ liability insurance if authorized by the Board of Directors.

ARTICLE X: AMENDMENTS

Section 10.1. Amendments to Bylaws.

These bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at the business meeting, provided that amendments are submitted to the bylaws Committee sixty (60) days prior to the business meeting, that copies are distributed by electronic means, to the members at least thirty (30) days prior to the business meeting, and that amendments are read, debated, and voted upon during the business meeting.

Any amendments or motions passed at the business meeting shall  become effective immediately, unless specified otherwise.

Section 10.2. Suspensions.

Any provision in the bylaws may, in unforeseen and urgent or extenuating circumstances, be suspended at the business meeting by two-thirds (2/3) vote of the members present and voting.

 ARTICLE XI: DISSOLUTION

Section 11.1. Tax Exemption Qualification.

The corporation 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 the U.S. Internal Revenue Code, or corresponding section of any future tax code.

Section 11.2. Corporate Dissolution.

If 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.

Section 11.3. Dissolution.

Upon the dissolution of the Corporation, its 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 Corporation  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.

ARTICLE XII: INTERPRETATION

Section 12.1. Interpretation

In the interpretation of these bylaws, words in the singular include the plural and vice versa; words in one gender include all genders.

Modification History:

Board of Directors – June 28, 2011

JDC Summit, October 9, 2022

[1] The word Deaf is understood in these Bylaws to include people who are Deaf, DeafBlind, Deaf Disabled, Late Deafened, and Hard of Hearing.

[2] The Chair and Vice Chair may be called President and Vice President in external contexts, such as with financial institutions.

[3] The words “Chair” and “President” are deemed to be interchangeable in these Bylaws.

[4] The words “Vice Chair” and “Vice President” are deemed to be interchangeable in these Bylaws.