Bylaws
 

This Amended and Restated Bylaws (“Bylaws”) is intended to set forth the governance, operating requirements and procedures of The Baltimore Jewish Council, Inc.

 

Article I
Name, Purpose and Mission

 

1. Name.  The name of the organization shall be The Baltimore Jewish Council (referred to herein as the “Council”).

 

2. Purpose.  The purpose of the Council shall be to fulfill the following mission (hereinafter the “Mission”):

 

The Baltimore Jewish Council is the Jewish community relations and political arm of the The Associated: Jewish Community Federation of Baltimore, Inc. (the "Associated"), acting in cooperation with Jewish organizations in the Baltimore metropolitan and surrounding area. It is the designated representative of the Associated and its agencies as well as a representative of the Greater Baltimore area Jewish organizations and congregations, and addresses a wide variety of social, political and humanitarian issues that affect Jews and the quality of life locally, nationally and worldwide. The Council is a voice and presence on behalf of the Associated, its agencies and the Greater Baltimore Jewish community at all levels of government, pursuing public funding to support their programs and needs. The Council also provides a forum for member organizations and individuals to address issues of interest and concern.

 

The Mission of the Council may be amended from time to time by the Board of Governors, as it deems necessary or appropriate, with the approval of the Board of Directors.

 

3. Goals.  The Council's goals (the “Goals”) are to:

 

a. advocate at all levels of government to protect and promote the interests of the Associated, its agencies and the Greater Baltimore Jewish community;

 

b. build strategic support and secure necessary government funding for programs, services and activities that maintain and enhance the interests and security of the Greater Baltimore Jewish community;

 

c. maintain, through education and advocacy, strong support for the State of Israel and its right to exist in peace and security;

 

d. support freedom and human rights for World Jewry and other oppressed peoples;

 

e. remember the unique atrocity that was the Holocaust and to ensure that it never happens again;

 

f. build and maintain relationships with various ethnic, racial, religious and other groups;

 

g. promote better understanding and cooperation within the various groups that comprise the Jewish community;

 

h. promote unity and consensus in the Jewish community; 

 

i. continue the struggle for civil rights, civil liberties and social justice, and against anti-Semitism, bigotry and prejudice of all kinds;

 

j. uphold constitutional and democratic values in a pluralistic society;

 

k. pursue social policies that enhance the quality of life for all; and

 

l. represent and be a voice for the community to promote and advocate for these goals.

 

The Goals of the Council may be amended from time to time by the Board of Governors, as it deems necessary or appropriate, with the approval of the Board of Directors.

 

4. Relationship with the Associated.  The Council deals with matters concerning Jewish community relations for the Associated, and advises the Associated and its constituent agencies on matters of Jewish Community relations; provided, however, it shall only act on behalf of the Associated or its constituent agencies upon its or their request.

 

Article II
Membership

 

1. Members – General.

 

a. A member of the Council ("Member") shall, as provided in this Section, be either an organization or institution, including a congregation (a “Member Organization”).

 

b. Any organization or institution is eligible for membership upon the affirmative vote of two-thirds of the members of the Board of Governors and upon approval of the Board of Directors; provided, however, that any such applicant shall, at the time of application:

 

i. Be a Jewish organization or institution with purposes, goals, programs and activities that are not inconsistent with the Council's Mission and goals as stated in the Preamble to these Bylaws, and that the organization or institution will not bring discredit to the Council;

 

ii. Have been in continuous, active existence for at least 3 years; and

 

iii. Have at least 100 members as defined by the bylaws of that organization, who are eligible to vote upon all matters coming before the general membership of that organization or institution.

 

2. Application for Membership.  Applications for membership in the Council shall be submitted for approval to the Board of Governors in a written form designated by the Board of Governors.  If the Board of Governors approves the application, it shall present the application to the Board of Directors for approval.

 

3. Withdrawal and Removal of Members.

 

a. Any Member may withdraw from membership by giving written notice to the Board of Governors. The resignation of a Member shall take effect on the date specified in the notice of resignation or, if not specified, immediately upon receipt of the notice of resignation by the Council.

 

b. If the Board of Governors determines by the affirmative vote of two-thirds of the members of the Board of Governors that a Member no longer meets the qualifications for membership, or whose association with the Council reflects poorly upon the Council, the Board of Governors may recommend to the Board of Directors to revoke the membership status of such Member. If the Board of Directors votes, by a vote of two-thirds of the Directors present at a meeting, to revoke the membership status of the Member, then such Member shall no longer be a Member of the Council.

 

4. Annual Meeting. The Council shall hold an Annual Meeting of the Council at which all Members shall be invited to attend. The Annual Meeting shall be held in the month of June, unless another time is designated by the Board of Governors, at such place as determined by the Board of Governors.

 

Article III
Board of Governors

 

1. Governance and Oversight.  The business and affairs of the Council shall be managed under the direction and control of the Board of Governors (the “Board of Governors”).  The Board of Governors shall have all governance and oversight responsibility and all authority for the Council, and, as contemplated by Subtitles 4 and 5 of Title 2 of the Corporations and Associations Article of the Annotated Code of Maryland, all powers of the Council may be exercised by or under authority of the Board of Governors, except as expressly conferred on or reserved to the Board of Directors by these Bylaws.

 

2. Members of Board of Governors.  The Board of Governors shall consist of up to nine (9) persons (“Governors”), which number may be increased or decreased by the Board of Governors.  The Governors serving on the Board of Governors shall include:

 

a. Officers of the Council (including the Executive Director, but not including assistant officers, if any, as described in Article VI) (being not more than six (6) persons);

 

b. The immediate past President of the Council; and

 

c. Up to two (2) “Governors-at-Large,” or such other number as set by the Board of Governors.

 

3. Term.  Members of the Board of Governors shall serve for terms of two (2) years, beginning on July 1 following their election in accordance with these Bylaws. No Governor-at-Large shall serve more than two (2) consecutive terms, and no Governors who are also officers shall serve more than three (3) terms except for a Governor that is the President or the First Vice President. After a lapse in service of at least two (2) years, members of the Board of Governors may be elected for additional terms and, in like manner after an additional lapse, to further terms.

 

4. Vacancies.  Vacancies on the Board of Governors caused by death, resignation, disqualification, removal or other cause may be filled by appointment of the President and the approval of the Board of Governors.  In such case, the successor shall hold office for the unexpired portion of the term of the Governor whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed prior thereto. Similarly, in the event of the number of Governors being increased as provided in these Bylaws, the additional Governors so provided for shall be elected by the Governors already in office, and shall hold office until the next Annual Meeting and thereafter until his, her or their successors shall be elected.  Any Governor may be removed from office by the affirmative vote of the members of the Board of Governors entitled to vote at any meeting of Board of Governors.

 

5. Place of Meeting.  The Board of Governors may hold its meetings at such place or places as from time to time determined by the President or by resolution or written consent of the Board of Governors. Such meetings may be held by conference telephone or other similar electronic communications equipment if all persons participating in the meeting can hear each other at the same time, in accordance with the provisions of Maryland General Corporation Law. 

 

6. Regular Meetings.  Regularly scheduled meetings of the Board of Governors may be held without notice at such time and place as shall be determined by the Board of Governors.  Any business may be transacted at any regular meeting of the Board of Governors.

 

7. Special Meetings.  Special meetings of the Board of Governors shall be held whenever called by direction of the President or Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Governors.  Notice of a special meeting shall be given to each Governor by mailing the same at least two (2) days prior to the meeting, or by personal delivery, or by electronic means such as facsimile transmission, email or telephoning at least one (1) day prior to the meeting; notice may be waived by any Governor.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every Governor shall be present, even though without notice, any business may be transacted. 

 

8. Quorum and Approvals.  A majority of the Governors shall constitute a quorum for the transaction of business at all meetings of the Board of Governors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the Governors present at any meeting at which there is a quorum shall be the act of the Board of Governors, except as may be otherwise specifically provided by law or by these Bylaws. 

 

9. Obligations of Members of the Board of Governors.  Members of the Board of Governors assume the obligations to:

 

a. Serve as a Governor on the Board of Governors to act in the good faith in the best interests of the Council for the benefit of its Mission and Goals;

 

b. Consider and vote upon public statements of the Council that are presented to the Board of Governors for its consideration and approval;

 

c. Actively support the mission of the Associated;

 

d. Support the Associated’s Annual Campaign with a gift of at least $360 and participate in Annual Campaign activities during the course of the year;

 

e. Join and actively participate in at least one Council committee;

 

f. Serve as ambassadors of the Council, representing the organization in various formal and informal ways throughout the community; and

 

g. Be a member of, and attend meetings of, the Board of Directors.

 

10. Voting.  Each Member of the Board of Governors is entitled to one vote on each matter submitted to a vote at a Board of Governors meeting, but must be present in person or as described in these Bylaws. Members of the Board of Governors may not vote by proxy.

 

11. Professional Attendance at Meetings.  The President may invite officers, committee chairs and professional staff to attend any or all meetings of the Board of Governors; however, such persons shall not be entitled to a vote at meetings of the Board of Governors.

 

Article IV 

Board of Directors

 

1. Board of Directors.  There shall be a Board of Directors consisting of not less than twenty-five (25) nor more than one hundred (100) persons, as set by the Board of Governors. The Board of Directors shall be comprised of the following individuals, each of whom shall be referred to as “Director”:

 

a. All members of the Board of Governors; and

 

b. Persons appointed by the Board of Governors in the following categories:

 

i. The Chair or a representative of each Standing Committee;

 

ii. One Director from each of the established rabbinic organizations;

 

iii. One representative of each Member Organization that is not a congregation;

 

iv. Not more than nine (9) representatives of Member Organizations that are congregations, but no more than three (3) of which shall represent any one religious movement; and

 

v. Not more than fifteen (15) persons to serve as at large members of the Board of Directors.

 

c. Unless other times are specified by the Board of Governors, each Member Organization shall notify the Nominating Committee of the Council by May 15 of each year in which elections to the Board of Directors are held of the identity of its nominee to be its Director on the Board of Directors. Such nominee:

 

i. shall generally be an officer of or a member of the governing body, or a senior professional, of that Member Organization;

 

ii. shall be an annual contributor to the Associated of at least one hundred eighty dollars ($180), or such other amount as may be determined from time to time by the Board of Governors; and

 

iii. shall otherwise meet the requirements of the Council and these Bylaws for Directors on the Board of Directors.

 

The nominees of the Member Organizations shall be considered by the Nominating Committee and submitted to the Board of Governors in accordance with these Bylaws.

 

d. Directors shall serve for terms of two (2) years each, which terms shall be concurrent with the terms of the members of the Board of Governors, beginning on July 1 following their election in accordance with these Bylaws. Directors at large (i.e., elected pursuant to Section 1.b.v of this Article) shall serve for no more than three (3) consecutive terms.

 

e. A Member Organization is permitted to remove any individual that serves as its Director, and, with the consent of the Board of Governors, to nominate an individual to fill a vacancy that may occur.

 

f. All past Presidents are invited to attend all meetings of the Board of Directors (unless otherwise determined by the Board of Governors), provided that, unless such past President is otherwise elected as a Director, such past Presidents shall not be entitled to vote.

 

2. Function of Board of Directors.  The Board of Directors and its Directors shall have the following functions:

 

a. Approve amendments to the Bylaws;

 

b. Approve the admission of new Members;

 

c. Elect Directors to the Board of Directors;

 

d. Elect the Council’s Board of Governors;

 

e. Approve the election of the officers of the Council;

 

f. Provide input to the Board of Governors concerning matters pertaining to the Council’s Mission and Goals;

 

g. Approve any changes proposed and presented by the Board of Governors to the Mission and Goals;

 

h. Provide input and recommendations regarding the Council’s policies;

 

i. Approve any changes proposed and presented by the Board of Governors regarding the Council policies, including the adoption of new policies or the elimination of existing policies;

 

j. Bring to the Council the views of their respective Member Organizations and the community at large; and

 

k. Communicate information from the Council to their respective Member Organizations and to the community at large.

 

3. Vacancies.  Vacancies on the Board of Directors caused by death, resignation, disqualification, removal or other cause may be filled by appointment of the Board of Governors, except as provided in Section 1.e. of this Article IV.  Persons so appointed as Directors shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until the election of his or her successor, or until he or she shall be removed prior thereto. Similarly, in the event the number of Directors is increased as provided in these Bylaws, the additional Directors so provided for shall be appointed by the Board of Governors and shall hold office until the next Annual Meeting and thereafter until his, her or their successors shall be elected; provided, however, that if the number of Directors is being increased due to the admission of one or more additional Members to the Council, then the person nominated to act as such new Member’s Director shall be elected in the manner set forth in Section 1 of this Article IV.  Any Directors may be removed from office with cause by the affirmative vote of a majority of the members of the Board of Governors.

 

4. Meetings of the Board of Directors. The Board of Directors shall meet according to a schedule set by the President, not less than six (6) times per year, at such times as the President may designate.

 

5. Place of Meeting.  The Board of Directors shall hold its meetings at such place or places as from time to time determined by the President or by resolution of the Board of Governors. Such meetings may be held by conference telephone or other electronic communications equipment if all persons participating in the meeting can hear each other at the same time. 

 

6. Regular Meetings.  Regularly scheduled meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board of Governors.  The Annual Meeting of the Council shall serve as the annual meeting of the Board of Directors. Any business may be transacted at any regular meeting of the Board of Directors. 

 

7. Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or Vice President and must be called by the President or the Secretary upon written request of a majority of the Board of Governors.  Notice of a special meeting shall be given to each Director by mailing the same at least two (2) days prior to the meeting, or by personal delivery, or by electronic means such as facsimile transmission, email or telephoning the same at least one (1) day prior to the meeting; notice may be waived by any Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings.

 

8. Quorum and Approvals.  The presence of Directors constituting 30% of the entire Board of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as is otherwise specifically provided by these Bylaws. 

 

9. Obligations of Directors.  Directors shall assume the obligations to:

 

a. Attend meetings of the Board of Directors;

 

b. Actively participate in the Board of Directors and use his or her reasonable efforts to help the Board of Directors perform its functions as specified in Section 2 of this Article;

 

c. Serve as ambassadors of the Council, representing the organization in various formal and informal ways throughout the community;

 

d. Actively support the mission of the Associated;

 

e. Support the Associated’s Annual Campaign and participate in Annual Campaign activities during the course of the year;

 

10. Voting.  Each Director is entitled to one vote on each matter submitted to a vote at a Board of Directors meeting, but must be present in person or as described in these Bylaws; Directors may not vote by proxy.

 

11. Professional Attendance at Meetings.  The President may invite officers, chairs and other representatives of any committees, and professional staff to attend meetings of the Board of Directors; however, such persons shall not be entitled to a vote at Board of Directors meetings.

 

Article V
Committees

 

1. Standing Committees.  The President shall name such committees as the Board of Governors may determine. The standing committees shall include the following:

 

a. Government Relations Committee

 

b. Community Relations Committee

 

c. Israel and Jewish Advocacy Committee

 

d. Holocaust Remembrance Committee

 

2. Nominating Committee.

 

a. Unless the Board of Governors shall have designated different dates or times, by May 1 of each year in which the members of the Board of Governors are elected, but in all events at least thirty (30) days prior to the Annual Meeting of the Council, the President shall appoint a Nominating Committee consisting of at least five (5) members of the Board of Directors, including the immediate past President of the Council, who shall be the Chair of the Nominating Committee. If the immediate past President is not available to serve, the President shall appoint another member of the Board of Directors to serve in his or her place and to be the Chair. The Nominating Committee shall:

 

i. Develop a list of nominees for election to the Board of Governors;

 

ii. Develop a list of nominees to serve as officers of the Council;

 

iii. Develop a list of nominees to serve as members at large of the Board of Directors;

 

iv. Consider and review the list of nominees presented by the Member Organizations pursuant to Article IV, Section 1 for election as Directors to the Board of Directors.

 

b. Based on the above process, the Nominating Committee shall develop its lists of proposed nominees, and shall submit the lists of nominees to the Board of Governors by May 31 of each year in which elections to the Board of Governors are held, but in all events at least seven (7) days prior to the Annual Meeting of the Council.

 

c. The Board of Governors shall consider and vote upon the appointment of the nominees recommended by the Nominating Committee each year in which an election is held. After approval by the Board of Governors of the nominees for election to the Board of Governors, the Nominating Committee shall present the nominations to the Board of Directors to be voted upon by the Board of Directors at the Annual Meeting of the Council.

 

3. Committee Members. The President, with the advice of the Executive Director, shall nominate committee chairs, which shall then be submitted to the Board of Governors for approval. The President shall appoint the committee members in consultation with the Executive Director.  A committee chair or committee member need not be a member of the Board of Governors or of the Board of Directors.

 

Article VI
Officers

 

1. Officer Positions.  The officers of the Council shall be as follows: President, First Vice President, Second Vice President, Secretary, Treasurer and Executive Director.  The Board of Governors may also appoint one or more Assistant Secretaries or Assistant Treasurers (referred to as “assistant officers”), and such other officers as the Board of Governors from time to time may consider necessary for the proper conduct of the business of the Council. All officers shall serve, at the pleasure of the Board of Governors, for terms of two years commencing on July 1 following their election in accordance with these Bylaws.

 

2. Election, Tenure, and Compensation.  The officers shall be elected by the Board of Governors prior to the Annual Meeting of the Council in each year in which an election of directors is being held; the election of the officers shall be subject to approval by the Board of Directors. Except as otherwise expressly provided in a contract duly authorized by the Board of Governors, all officers, employees and agents of the Council shall serve at the discretion of the Board of Governors and be subject to removal at any time by the affirmative vote of a majority of the Board of Governors.

 

3. President.  The President shall be an executive officer of the Council.  He or she shall be a member of the Board of Governors and the Board of Directors, and shall preside at all meetings of the Board of Directors and the Board of Governors. The President shall have served as a member of the Board of Governors for at least one (1) term prior to his or her being elected as President.  The President shall oversee and supervise the activities of the Executive Director and staff of the Council, and shall be a voting member of all committees except the Nominating Committee. The President shall have authority to execute all bonds, mortgages and other contracts and documents on behalf of the Council, and shall do and perform such other duties as, from time to time, may be assigned to him or her by the Board of Governors. The President shall use his or her best reasonable efforts to ensure that actions of the Council are consistent with its Mission and Goals.

 

4. Executive Director. The Executive Director shall be the Chief Executive Officer of the Council.  He or she shall be employed by the Council as a full-time professional. The Executive Director shall have general charge and control of the Council’s business affairs and properties.  The Executive Director shall be a voting member of the Board of Governors and all Committees of the Council. Subject to the control of the Board of Governors, the Executive Director shall have responsibility for the performance of all professional, clerical and other personnel of the Council, and the supervision of the social and communal work and activities of the Council.  The Executive Director may execute all bonds, mortgages and other contracts and documents on behalf of the Council, and shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Governors.  The Executive Director shall use his or her best reasonable efforts to ensure that actions of the Council are consistent with its Mission and Goals.

 

5. Powers and Duties of the Vice Presidents.  The Vice Presidents (unless otherwise provided by resolution of the Board of Governors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation.  Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Governors, the Executive Director or the President.  In case of the absence or disability of the President, the duties of that office shall be performed by any Vice President. 

 

6. Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of Members and directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, the Executive Director, or by the directors upon whose written requisition the meeting is called as provided in these Bylaws.  The Secretary shall record all the proceedings of the meetings of the Members in books provided for that purpose, and shall perform such other duties as may be assigned to him or her by the directors, the President, the Executive Director or the Board of Governors.  He or she shall have custody of the seal of the Council and shall affix the same to all instruments requiring it, when authorized by the Board of Governors, the President or the Executive Director, and attest the same.  In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Governors and the President.

 

7. Treasurer.  The Treasurer shall oversee the custody of all the funds and securities of the Corporation, and he or she shall ensure that a full and accurate account of all receipts and disbursements are kept in books of the Corporation.  He or she shall oversee the deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Governors.  The Treasurer shall oversee the disbursement of the funds of the Council as may be ordered by the Board of Governors, taking proper vouchers for such disbursements.  He or she shall cause to be rendered to the President and the Board of Governors, whenever so requested, an account of all transactions and of the financial condition of the Council.  The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Governors and the President. 

 

8. Assistant Officers.  The Board of Governors may appoint one or more assistant officers, such as an Assistant Secretary or Assistant Treasurer.  Each assistant officer shall (except as otherwise provided by resolution of the Board of Governors) have power to perform all duties of the officer to which he/she is an Assistant in the case of the absence or disability of the officer, and shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Governors, the President or the Executive Director. 

 

Article VII
Exculpation and Indemnification

 

1. Exculpation.  To the fullest extent permitted by Maryland General Corporation Law, no member of the Board of Governors or officer of the Council shall be personally liable to the Council or to its members for money damages except to the extent that (a) it is proved that such person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; (b) a judgment or other final adjudication adverse to such person is entered in a proceeding based on a finding in the proceeding that such person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (c) with respect to any criminal proceeding, the person had reasonable cause to believe his or her conduct was unlawful.

 

2. Indemnification to Extent Permitted by Law.  The Council shall indemnify to the full extent permitted by law any person who was or is a party, or is threatened to be made a party, to any threatened, pending, current or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was a member of the Board of Governors or an officer, employee or agent of the Council, or is or was serving at the request of the Council as (1) a director, officer or employee of another corporation, partnership, joint venture, trust, or other enterprise, (2) a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or under any employee welfare benefit plan or any other plan of the community (such person referred to as an “Indemnified Party”).  For purposes of this Article and all insurance relating thereto, the term "employee" includes those persons working on behalf of the Council in a volunteer capacity.

 

3. Payment of Expenses in Advance of Final Disposition of Action.  Expenses (including attorneys’ fees) incurred by an Indemnified Party in defending a civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the Council in advance of the final disposition of that action, suit, or proceeding, on the conditions and to the extent permitted by law.

 

4. Certain Persons not to be Indemnified.  Notwithstanding the provisions of this Article, the Council may not indemnify any bank, trust company, investment adviser, or actuary against any liability which that entity or person may have by reason of acting as a “fiduciary” of any employee benefit plan (as that term is defined in the Employee Retirement Income Security Act, as amended from time to time) established for the benefit of the Council’s employees.

 

5. Insurance.  The Council may purchase and maintain insurance on behalf of any Indemnified Party against any liability asserted against and incurred by any Indemnified Party in any protected capacity or arising out of his or her position.  The Council may purchase and maintain insurance on its behalf in respect of any liability it may incur to provide indemnification under its charter, these Bylaws, or by law.  

 

6. Continuing Right.  The rights set forth in this Article are in addition to all rights to which any Indemnified Party may be entitled as a matter of law, and shall continue after such person has ceased to serve in any such position, and shall inure to the benefit of the heirs and personal representatives of that person. Neither any amendment nor repeal of this Article, nor the adoption of any provision of the Council’s Articles of Incorporation or Bylaws inconsistent with this Article shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

 

Article VIII 

Administrative Provisions

 

1. Fiscal Year.  The fiscal year of the Council shall begin on the first day of July and end on the last day of June of each year.

 

2. Notices.  Whenever, under the provisions of these Bylaws, notice is required to be given to any person, including the Council or a member of the Board of Governors or Board of Directors, or an officer or member of the Council, unless otherwise provided in these Bylaws, such notice shall be deemed given if in writing, and personally delivered, or transmitted by electronic means including fax or email to any electronic mail address of such person, or by any other electronic means, or by mail, by depositing the same in a post office or mailbox, postage prepaid, addressed to such person at such address as appears on the books of the Council, and such notice shall be deemed to be given at the time the same is so personally delivered, transmitted electronically, or so mailed.  Any such person may waive any notice required to be given under these Bylaws.

 

3. Voting Upon Stocks.  Unless otherwise ordered by the Board of Governors, the President and the Vice President, or any of them, shall have full power and authority on behalf of the Council to attend, to vote and to grant proxies to be used at any meetings of stockholders of any corporation in which the Council may hold stock.

 

4. Bank Accounts.  Such officers or agents of the Council as from time to time shall be designated by the Board of Governors shall have authority to deposit any funds of the Council in such banks or trust companies as shall from time to time be designated by the Board of Governors and such officers or agents as from time to time authorized by the Board of Governors may withdraw any or all of the funds of the Council so deposited in any bank or trust or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Council, and made or signed by such officers or agents; and each bank or trust company with which funds of the Council are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Governors until written notice of the revocation of the authority of such officers or agents by the Board of Governors shall have been received by such bank or trust company.  There shall from time to time be certified to the banks or trust companies in which funds of the Council are deposited, the signature of the officers or agents of the Council so authorized to draw against the same.  In the event that the Board of Governors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the Executive Director or President and counter-signed by the President (unless the President has signed it) or a Vice President of the Council. 

 

Article IX
Amendment of Bylaws

 

Amendments to these Bylaws must be approved by (i) a two-thirds majority of the Board of Governors, and (ii) the Board of Directors by a majority vote of the Directors present at a meeting at which such amendments have been proposed, provided, however, that notice of the general nature of such proposed amendments shall be given by notice to the members of the Board of Governors and the Board of Directors at least thirty (30) days in advance of such meeting.

 

End of Bylaws

 

Amended and Restated Bylaws Adopted:  September 14, 2017

 

Save the Date

 

BJC Annual Meeting

June 11, 2018

5:00 - 7:00 p.m.

Location TBD