Revised December 13, 2015
The name of this Corporation shall be Association for Jewish Studies, Inc. (the “Corporation”).
The Corporation has been incorporated for the purposes of supporting and furthering the academic field of Jewish studies. It currently does so through its conferences and publications. It may in the future expand the range of its activities as determined by the Board of Directors of the Corporation (the “Board”).
The location of the principal office of the Corporation shall be in the City of New York, New York. The Corporation may also have offices at such other places as the Board may from time to time appoint or the purposes of the Corporation may require.
This Corporation shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity, that would prevent this Corporation from qualifying (and continuing to qualify) as a corporation described in IRC Sec. 501 (c)(3), contributions to which are deductible for federal income tax purposes. References to IRC Sec. 501(c)(3) herein, refers to such section in the Internal Revenue Code of 1954 as it now exists or corresponding provisions of any subsequent federal tax laws.
No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. Furthermore, the Corporation shall not engage in any act of self-dealing, as defined in IRC Sec. 4941(d); shall not make any taxable expenditures, as defined in IRC Sec. 4945(d); shall not retain any excess business holdings, as defined in IRC Sec. 4943(c); shall not make any investments in such manner as to incur tax liability under IRC Sec. 4944 and shall distribute the net income of the Corporation, and, if necessary, principal thereof, at such times and in such manner as not to subject the Corporation to tax under IRC Sec. 4942. Reference to IRC Sec. is to the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
This Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole nor any part or portion, of the assets or net earnings of this Corporation shall be used, nor shall this Corporation ever be organized or operated, for purposes that are not exclusively religious, charitable, scientific, literary or educational within the meaning of IRC Sec. 501(c)(3).
No compensation or payment shall ever be paid or made to any member, officer, director, trustee, creator, or organizer of this Corporation, or substantial contributor to it, except as a reasonable allowance for actual expenditures or services actually made or rendered to or for this Corporation; and neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of this Corporation shall ever be distributed to or divided among any such persons, provided that neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of IRC Sec. 501(c)(3).
In the event of termination, dissolution or winding up of this Corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to (and only to) one or more organizations described in IRC Sec. 501(c)(3), as permitted by law.
Subject to the foregoing provisions of this Article II, the powers and purposes of this Corporation shall at all times be so construed and limited as to enable this Corporation to qualify as a public charity under section 509(a) of the Internal Revenue Code and organized and existing under Chapter 180, Massachusetts General Laws.
There shall be three classes of membership as follows:
a. Professional Membership is open to anyone with a professional or scholarly interest in Jewish Studies. "Professional interest" refers to someone whose part or full time vocation is devoted either to teaching, research or related academic endeavors in Jewish Studies. "Scholarly interest" refers to someone who shares the intellectual interests of the Corporation, but whose major vocation is not in Jewish Studies.
b. Graduate Student Membership is for graduate students pursuing a degree in an area of Jewish Studies. Graduate students who are employed on a full-time basis are not eligible for Student Membership.
c. Institutional Membership, as determined by the Board.
Dues for each class of membership shall be set from time to time by the Board.
Only Professional and Student Members may vote at business meetings. Only Professional members may be officers or directors of the Corporation.
The Board shall consist of the executive officers (each, an "Officer Director") of the Corporation, any past presidents (each, a "Past President") then entitled to serve on the Board hereunder (any such Past President, a "Past President Director"), and eighteen directors (each, an "Elected Director" and, together with the Officer Directors and the Past President Directors, the "Voting Directors") elected by a majority of the votes of the members of the Corporation present and voting at the Annual Business Meeting. As of the Effective Date, the total number of Voting Directors shall be a range with a minimum of 18 directors and a maximum of 18 directors plus the number of Past President Directors and Officer Directors (the "Entire Board"). Each Voting Director shall be entitled to vote on any action of the Board. The President of the Corporation shall serve as Chair of the Board, provided the President is not an employee of the Corporation. No employee of the Corporation may serve as the Chair of the Board or any other title with similar responsibilities. The editors of AJS Review and AJS Perspectives shall serve as non-voting ex officio members of the Board, and shall not be entitled to vote on any action of the Board. Each Past President shall be entitled to serve as a member of the Board for two consecutive terms of two years, which shall begin immediately following the completion of such person of his or her term of office as President.
Elected Directors shall be elected for three-year terms. Elected Directors may serve for an unlimited number of terms, provided that no Elected Director may serve for more than two terms on a consecutive basis. An Elected Director who has served for two consecutive terms may proceed to occupy one of the offices of the Corporation. Six Elected Directors shall be selected each year.
The Board shall be responsible for the general direction, management, and control of all the property, business, and affairs of the Corporation. It shall determine the duties, in addition to those fixed by these bylaws, of all officers and agents of the Corporation. The Board shall have the power to fill any vacancy on the Board.
The Board shall hold meetings at least twice per year at such time and place as the Board shall direct. Notice of upcoming meetings of the Board and agendas for such meetings shall be mailed, or sent by facsimile or e-mail, to members of the Board at least two weeks in advance. Minutes of all meetings of the Board shall be sent by the Secretary/Treasurer to all the members of the Board within two months after the meeting. Special meetings may be called by the Chair or any six Directors. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors entitled to vote on the matter consent to the action in writing, or by facsimile, and such consents are filed with the records of the meetings of the Board. Such consents shall be treated for all purposes as a vote at a meeting of the Board. If a Director sends his or her consent by facsimile, such consent must be submitted with information from which it can reasonably be determined that the transmission was authorized by the Director. The Board may, at its discretion, invite whatever staff or interested parties it chooses to take part in any meeting of the Board.
A majority of the Board shall constitute a quorum for the transaction of business and decisions will be made by a majority of those present. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or any committee through the use of a conference telephone, electronic video screen equipment, or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other at the same time and each Director can participate in all matters before the Board. Participation in the meeting pursuant to this section shall constitute presence in person at the meeting.
a. The executive officers of the Corporation shall consist of a President, a Secretary/Treasurer and three Vice-Presidents, in each case as elected by the membership every two years at the annual business meeting of the membership (the "Annual Business Meetingu>") held during the annual conference of the Corporation (the "Annual Conference") from among the nominees designated by the Nominating Committee (the "Nominating Committee") of the Board as set forth herein. Each executive officer shall hold office for a term of two years, provided that any person serving as an executive officer of the Corporation shall not serve for more than two terms in the same capacity. For the avoidance of doubt, the terms of each executive office shall run concurrently, and no election for any executive office shall be held at any Annual Business Meeting unless the elections for all other executive offices are held during such Annual Business Meeting, unless otherwise determined by the Board.
b. No person shall be eligible for nomination by the Nominating Committee for any executive office of the Corporation (other than the office of President) unless either (i) such person is a director or officer of the Corporation at the time of such nomination; (ii) such person has served as a director or officer of the Corporation within four years prior to such nomination; (iii) such person has served on the Program Committee of or as Division Coordinator for the Corporation within four years prior to such nomination; or (iv) such person has previously served as an editor of an AJS publication.
c. No person shall be eligible for nomination by the Nominating Committee for the office of President unless either (i) such person is an officer of the Corporation at the time of such nomination or (ii) such person has served as an officer of the Corporation within four years prior to such nomination. For the avoidance of doubt, there shall be no presumption that service by any executive officer of the Corporation in any capacity shall automatically entitle such executive officer to serve as President.
The President shall have the powers and duties usual to the office. The President shall be the Chief Executive Officer of the Corporation and shall have general and active control of all the affairs and business thereof.
The Secretary/Treasurer shall have and exercise all the powers and duties usually appertaining to the office of Secretary/Treasurer. The Secretary/Treasurer shall be responsible for providing to the Board a full report on the income and expenditures of the Corporation at least once per year, normally at a meeting of the Board held during the Annual Conference. The Secretary/Treasurer shall also keep the records of the Corporation and of the Board. The Secretary/Treasurer shall call meetings of the Board and shall perform such other duties as may be delegated by the Board.
The three Vice-Presidents shall have the powers and duties as delegated to them by the President or the Board, subject to the provisions of this section. One Vice-President shall serve as the Corporation's representative to the American Council of Learned Societies and other appropriate organizations as determined by the Board. This Vice-President will assume the duties of the President, should the President be unable to fulfill these duties. The second Vice-President shall be responsible for the Annual Conference, supervising all aspects of the conference. The third Vice-President shall be responsible for the Corporation's publications. This Vice-President shall nominate editors, to be approved by the Board, and shall oversee the management of the publications.
Any officer or director of the Corporation may resign from office at any time by delivering a resignation in writing to the President, such resignation to be effective on the date specified in such notice of resignation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.
The Executive Committee shall have the authority, upon consultation with the President, to fill any vacancies in any office of the Corporation. Any officers so elected shall serve for the unexpired portion of the term of such office.
The Executive Committee shall consist of the Officer Directors of the Corporation and the immediate Past President Director. The Executive Committee shall have such powers, duties and authority as may be delegated to it by the Board and specified by these bylaws. In the absence of any action by the Board to the contrary, the Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, to the extent permitted by applicable law.
The Audit Committee shall consist solely of at least three independent directors and shall oversee the accounting and financial reporting processes of the Corporation and the audit of the Corporation's financial statements. The Audit Committee shall annually retain or renew the retention of an independent auditor to conduct the audit and, upon completion thereof, review the results of the audit and any related management letter with the independent auditor.
a. The Audit Committee shall oversee the adoption, implementation of, and compliance with the conflict of interest policy adopted by the Corporation if this function is not otherwise performed by another committee of the Board comprised solely of independent directors.
b. As used in this Section, "independent director" shall mean a director who (i) is not, and has not been within the last three years, an employee of the Corporation or an affiliate of the Corporation, and does not have a relative who is, or has been within the last three years, a key employee of the Corporation or an affiliate of the Corporation; (ii) has not received, and does not have a relative who has received, in any of the last three fiscal years, more than $10,000 in direct compensation from the Corporation or an affiliate of the Corporation (other than reimbursement for expenses reasonably incurred as a director); and (iii) is not a current employee of or does not have a substantial financial interest in, and does not have a relative who is a current officer of or has a substantial financial interest in, any entity that has made payments to, or received payments from, the Corporation or an affiliate of the Corporation for property or services in an amount which, in any of the last three fiscal years, exceeds the lesser of $25,000 or 2% of such entity's consolidated gross revenues. For purposes of this clause (iii), "payment" does not include charitable contributions.
The Annual Business Meeting shall normally take place at the time of the Annual Conference, the exact date to be decided by the Board.
Special meetings of the membership may be called by the Board not sooner than twenty-one days after mailing, or sending by facsimile or e-mail, written notice of said meeting.
Special meetings of the membership may be called by petition of not less than one-hundred members, which petition shall specify the subjects to be discussed at said meeting. Notice of such meetings shall be sent to all members within five business days of receipt of the petition. The meeting shall be held not less than fourteen days or more than twenty-one days from the date of mailing, or sending by facsimile or e-mail, the notice.
The Nominating Committee shall consist of a Chair and six members, each of whom shall be selected by the President and subject to the approval of the Board.
The membership of the Nominating Committee for any year shall be selected from the Professional Membership of the Corporation at such time and be presented to the Board for approval at a meeting of the Board held during the Annual Conference for such year. With the exception of then-current officers, the Nominating Committee may include any Professional Member of the Corporation, including then-current Elected Directors and individuals who have previously served as officers of the Corporation. No member of the Nominating Committee may be nominated as an Elected Director or as an officer of the Corporation.
As provided in Article V, the Nominating Committee shall be responsible for nominating candidates to serve as executive officers of the Corporation as necessary. The Nominating Committee shall also be responsible for nominating the six Directors to be elected during the next Annual Business Meeting. All such nominations shall be set forth in an annual report of the Nominating Committee (the "Annual Nomination Report).
The Annual Nomination Report shall be made available to all of the membership at least thirty days prior to the date of the Annual Business Meeting.
The Nominating Committee shall produce the Annual Nomination Report each year, which shall be submitted to the President of the Corporation no later than the September 15 of each year preceding the Annual Business Meeting for such year at which elections will be held.
All elections shall take place at the Annual Business Meeting which will be held prior to the first meeting of the Board during the Annual Conference, and elections will be by a majority of the votes of the Professional and Student Members of the Corporation present and casting ballots at the Annual Business Meeting.
The Board shall, by resolution adopted by a majority of the Entire Board, create committees and appoint members to such committees, provided that each committee should consist of no fewer than three Directors. Except to the extent restricted by applicable law or the Articles of Organization of the Corporation, each such committee (a "Committee of the Board"), to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board, provided that, to the extent the Board delegates any such powers or authority to a committee, only members of the Board may serve on such committee. The President may also create committees and appoint Members or Directors to such committees (each, a "Committee of the Corporation"), but no such Committee of the Corporation shall have the authority to bind the Corporation or the Board.
Each Committee of the Board and Committee of the Corporation may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board. Each Committee of the Board and Committee of the Corporation shall keep regular minutes of its meetings and report the same to the Board upon request.
The fiscal year of the Corporation shall begin on September 1 of each year and end on the last day of August next succeeding.
The Corporation shall, to the extent legally permissible, indemnify any person serving or who has served as a Director, officer, employee, or other agent of the Corporation, or at its request as a Director, officer, employee, or other agent of any organization, or at its request in any capacity with respect to any employee benefit plan, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a Director or officer (or in any capacity with respect to any employee benefit plan), except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan); provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise and indemnification therefor shall be approved:
(i) by a majority vote of a quorum consisting of disinterested Directors;
(ii) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors consisting of all the disinterested Directors;
(iii) if there are not two or more disinterested Directors in office, then by a majority of the Directors then in office, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan);
(iv) by a majority vote of the members which majority may include interested members, Directors, and officers; or
(v) by a court of competent jurisdiction.
If authorized in the manner specified above for compromise payments, expenses including counsel fees, reasonably incurred by any such person in connection with the defense or disposition of any such action, suit, or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of (a) an affidavit of such individual of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article, and (b) an undertaking by such individual to repay the amounts so paid to the Corporation if it is ultimately determined that indemnification for such expenses is not authorized by law or under this Article, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
If both the Corporation and any person to be indemnified are parties to an action, suit, or proceeding (other than an action or suit by or in the right of the Corporation to procure a judgment in its favor), counsel representing the Corporation therein may also represent such indemnified person (unless such dual representation would involve such counsel in a conflict of interest in violation of applicable principles of professional ethics), and the Corporation shall pay all fees and expenses of such counsel incurred during the period of dual representation.
The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such indemnified person may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than the persons designated in this Article may be entitled by contract, by vote of the Board of Directors, or otherwise under law.
These bylaws may be amended or repealed or new bylaws adopted at any regular or special meeting of the Board by vote of a majority of the Entire Board, provided that notice of the proposed action shall have been given in the notice for such meeting. All bylaws made by the Board may be altered, amended or repealed by the members.
The Corporation shall maintain in the Commonwealth of Massachusetts the original or attested copies of its Articles of Organization, bylaws and records of all meetings of Incorporators and members. Such copies and records may be maintained at the principal office of the Corporation or the office of the Secretary/Treasurer and shall be open at all reasonable times to the inspection of any member for a proper purpose. Upon the request of any member, the Secretary/Treasurer shall deliver to such member a copy of the bylaws of the Corporation. The bylaws shall be posted on the website of the corporation.
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