Revised July 27, 2015
ARTICLE 1 – ENTITY & OFFICES
Section 1.01 Name:
The name of this corporation is the Jewish Community Relations Council of Metropolitan Detroit (“JCRC”).
Section 1.02 Law:
JCRC was created pursuant to and is governed by Michigan law.
Section 1.03 Location:
The principal office of the corporation shall be at such place in Michigan as the Board of Directors (“Board”) may determine from time to time.
ARTICLE II – PURPOSE
Section 2.01 Purpose:
The mission of JCRC is to represent the metropolitan Detroit Jewish community, Israel and Jews throughout the world to the general community, and to establish collaborative relationships with other ethnic, racial and religious groups. JCRC educates and advocates on important issues, seeking consensus with a commitment to Jewish values.
ARTICLE III – MEMBERSHIP
Section 3.01 Directors
The corporation is comprised of a Board of Directors. There shall be no members.
ARTICLE IV – BOARD OF DIRECTORS
Section 4.01 General Powers:
The business, property and affairs of the corporation shall be managed by the Board of Directors. The Board shall provide, in cooperation with the Executive Director, ongoing oversight of all administrative and managerial aspects of JCRC’s operations, including but not limited to the development and implementation of JCRC policies, strategic plans, organizational governance, financial management and budget, financial resource development, public relations, nominations, organization membership and personnel policies.
Section 4.02 Number:
The Board shall consist of no more than (25) twenty-five members elected by the Board. Within (24) twenty-four months of the passing of the revised bylaws drafted on June 29, 2015, the Board shall have complied with this section.
Section 4.03 Term:
The elected Board members shall hold office for a term of three (3) years. In addition to any elections to fill vacancies, the Board shall operate so as to have no more than (1/3rd) one-third of the seats expire annually. No Board member who has served three (3) consecutive elective, three (3) year terms shall be eligible for reelection to the Board until the lapse of one (1) year following the third full three (3) year term.
Section 4.04 Vacancy:
(a) The term of a Board member shall commence at the time they are elected and expire as a result of resignation, removal, term expiration or as outlined in Section 4.04 (b).
(b) A vacancy in the Board that occurs between regularly scheduled elections may be filled by the affirmative vote of a majority of the remaining Board members. This appointment shall continue until the balance of the existing term expires, and the appointee is then eligible to be elected for three (3), three-year (3) terms. Thus an appointed Board member may serve more than nine (9) total years consecutively.
Section 4.05 Duties of Board Members:
(a) Each Board member shall serve on at least one (1) committee.
(b) Each Board member shall comply with the requirements established by the Jewish Federation of Metropolitan Detroit for its Federation beneficiary agencies.
(c) Each Board member shall comply with the requirements established by JCRC for service on its Board.
(d) Each Board member shall sign a conflict of interest and duties and ethics policy acknowledgement annually.
(e) Board members should attend at least 75% of regular Board meetings each fiscal year in order to provide oversight and effective governance.
Section 4.06 Voting:
The vote of the majority of Board members present at a meeting at which a quorum is present constitutes the action of the Board.
Section 4.07 Meetings:
The Board shall meet a minimum of six (6) times a year.
Section 4.08 Notice:
Written notice of the time, place and date of all regular and special meetings of the Board shall be given to Board members at least three days in advance of the meeting by any means, including email notice sent to the last known and provided email address supplied by a Board member.
Section 4.09 Consent to Actions:
(a) Any action required or permitted to be taken pursuant to authorization of the Board may be taken without a meeting if, before or after the action and in accordance with these Bylaws, all Board members consent to the action in writing.
(b) Voting By Email. The JCRC shall allow discussion and unanimous voting by email. The JCRC shall maintain a written policy about unanimous voting by email that shall be held at the designated offices of the JCRC and provided annually to all Board members.
Section 4.10 Remote Participation:
A Board member may participate and vote in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
Section 4.11 Expulsion of Members of the Board of Directors:
(a) The Board, by a vote of 2/3rds of the members present, or by those voting by consent in accordance with these Bylaws, may expel any Board member whose actions are inconsistent with the objectives of JCRC.
(b) The Board member in question shall be provided written notice of the intention to expel and be provided an opportunity to be heard by the Board at a regular or special meeting of the Board before a vote is called.
ARTICLE V – OFFICERS
Section 5.01 Composition:
(a) The Officers of JCRC shall consist of a President, Secretary, Treasurer, two or more Vice-Presidents, and such other Officers as determined by the Board from time to time. Officers are elected by their peers at the Annual Meeting.
(b) President/Chairperson. The President shall preside at all Board meetings. The President will work to ensure engagement of the Board members. If the President is absent or unable to perform his or her duties, a Vice President or, if necessary, the Treasurer or the Secretary, shall perform the President’s duties until the Board directs otherwise. The President shall perform all duties incident to the office and determined by the Board.
(c) Secretary. The secretary shall ensure that the following are done:
i. Minutes of regular and special Board meetings are kept.
ii. Notice is provided to each Board member as required by law, the articles of incorporation, or these bylaws.
iii. Corporate records are maintained with help by authorized executive staff.
iv. A register of the names, addresses, emails and phone numbers of each Officer and Director are kept and provided to same.
v. All duties incident to the office and other duties assigned by the President.
(d) Treasurer. The Treasurer shall:
i. Recommend budgets for adoption by the Executive Committee and Board of Directors, make recommendations on the hiring of accountants, and engage and work with the accountants selected by the Board of Directors.
ii. Recommend policies to be adopted by the Executive Committee and Board of Directors with respect to all the funds and securities of JCRC.
iii. Review the work product of the accountant and other appropriate staff members concerning the income and expenses of JCRC.
iv. In general, perform all of the duties incident to the office of Treasurer.
v. In the absence of the President and Vice President(s), the Treasurer shall perform the duties of the President.
In addition, the Treasurer shall possess and exercise such other powers as may be assigned to him from time to time by the President or Board of Directors or as are expressly set forth in these Bylaws or in the Articles of Incorporation. If required by the Board of Directors, the Treasurer shall give a bond, for the faithful discharge of his duties, in such sum and with such surety or sureties as the Board of Directors shall determine, provided however that the cost of same shall be borne by the corporation.
(e) Vice Presidents. The Vice Presidents shall take leadership in the work of the Board including, but limited to chairing a committee, chairing a meeting in the absence of the President, and performing all duties assigned by the President.
Section 5.02 Powers:
The Officers shall have such powers as may from time to time be assigned to them by the Board.
Section 5.03 Term:
(a) A one (1) year term for all Officers shall commence at the time they are elected and expire at such time as their successors are elected.
(b) No Officer shall serve for more than three (3) consecutive terms in the same office.
(c) A vacancy among the Officers that occurs between regularly scheduled elections may be filled by the affirmative vote of a majority of the remaining Board members. This appointment continues only until the next regular election of the Officers and Board at the Annual Meeting.
ARTICLE VI – EXECUTIVE DIRECTOR
Section 6.01 Appointment:
An Executive Director of JCRC shall be appointed pursuant to procedures established by the Board.
Section 6.02 Powers:
The Executive Director shall perform such duties as designated by the Board and such additional duties as are provided in other articles and sections of the Bylaws.
Section 6.03 Member of Board, Committee(s) and Voting Rights:
The Executive Director shall be an ex-officio member of the Board and all other committees and subcommittees without a vote.
ARTICLE VII – ELECTIONS
Section 7.01 Appointment of Nominating Committee:
(a) Subject to the approval of the Board, the President shall appoint a Nominating Committee. The Nominating Committee Chairperson will direct the process of strategically recruiting potential Board members. The Nominating Committee may be comprised of Board members, past Board members and non-members of the Board.
(b) Any vacancies on the Nominating Committee after its initial appointment will be filled by the Nominating Committee Chairperson.
(c) No member of the Nominating Committee can be proposed for election as a Board member or an Officer.
Section 7.02 Duties and Powers of Nominating Committee:
(a) The Nominating Committee shall make nominations for all Officers and Board members.
(b) The Nominating Committee shall nominate one person for each Officer and Board member vacancy at the time of election.
(c) The Nominating Committee shall seek to recruit individuals based on the Board’s expectations for meeting desired diversity, and based on upcoming goals, the strategic plan, or as directed by the Board for desired Board composition.
(d) The Nominating Committee will be established well in advance of the Annual Election such that sufficient time allows for strategic recruitment.
ARTICLE VIII – ANNUAL MEETING
Section 8.01 Election of Officers and Board of Directors:
The election of the Officers and Board members of JCRC shall be held at the Annual Meeting.
Section 8.02 Date of Annual Meeting:
The date of the Annual Meeting shall be set by the President and Executive Director.
ARTICLE – IX COMMITTEES
Section 9.01 Standing and Special Committees:
(a) Except as provided elsewhere in these Bylaws, the Board under the leadership of the Board President shall, from time to time, establish committees and task forces based on the strategic plan or as needed.
(b) All Standing Committees and Special Committees will have committee charters identifying their purpose and practice.
ARTICLE X – INDEMNIFICATION
Section 10.01 Indemnification:
(a) JCRC shall grant rights to indemnification as follows:
Each person or entity who serves or has served at the request of JCRC as a Director, Officer, employee or agent of JCRC shall be indemnified by JCRC to the fullest extent permitted by all applicable Federal laws and the laws of the State of Michigan as they may be in effect from time to time; provided, any indemnification shall be made by JCRC only as authorized in the specific case.
(b) The indemnification provided in this article continues for a person or entity who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of that person or entity.
(c) The Board must determine that indemnification of the person or entity is proper in the circumstances. Such determination shall be made in any of the following ways:
i. By a majority vote of a quorum of the Board consisting of Directors who were not parties to such action, suit, or proceeding; or
ii. By independent legal counsel in a written opinion.
(d) The person or entity shall be indemnified and held harmless against expenses (including reasonable attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if the person or entity acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of JCRC. With respect to any criminal action or proceeding, the person or entity must have had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (i) the person or entity did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the JCRC or its members, or (ii) with respect to any criminal action or proceeding, the person or entity had reasonable cause to believe that his or her conduct was unlawful.
(e) JCRC shall purchase and maintain insurance on behalf of any person or entity who serves or has served at the request of JCRC as a Director, Officer, employee or agent of JCRC, against any liability asserted against and incurred by such person or entity whether or not JCRC would have power to indemnify such person or entity against such liability under these Bylaws, as long as the purchase of the insurance is permitted by all applicable Federal laws and the laws of the State of Michigan.
ARTICLE XI – AMENDMENT TO BYLAWS
Section 11.01 Authority to Amend:
The Board has the authority to amend the Bylaws of JCRC.
Section 11.02 Process:
(a) Proposed amendments to the Bylaws must be submitted in writing to Board members at least forty-five (45) days in advance of any regular or special meeting where bylaw amendments will be discussed and or considered.
(b) The Bylaws may only be amended by an affirmative vote of no less than 2/3rds of the Board, not simply those present.
ARTICLE XII – FISCAL YEAR
Section 12.01 Fiscal Year:
The fiscal year of JCRC shall end on May 31st of each year.
ARTICLE XIII – PROHIBITED ACTIVITIES
Section 13.01 Political Activities:
JCRC shall not support any political party nor endorse any candidate for elective office pursuant to IRS regulations governing 501(c)3 nonprofit organizations.
Section 13.02 Unlawful Activities:
JCRC and/or its Board shall not participate in any unlawful activities.
ARTICLE XIV – PARLIAMENTARY PROCEDURE
Section 14.01 Authority:
All meetings will be governed by the latest version of Robert’s Rules of Order, except where applicable law or these Bylaws provide differently.