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ARTICLE I.
BOARD OF TRUSTEES SECTION 1. The Board of Trustees, all of whom shall have the power to vote, shall consist of ex-officio members, organizational members, and members-at-large and shall be constituted as follows:
- The ex-officio members of the Board of Trustees shall consist of the following:
- The president of the Union during the president's term of office.
- The immediate past chairman of the Board of Trustees.
- The chairman of the Board of Governors and the president of the Hebrew Union College-Jewish Institute of Religion during their respective terms of office.
- The presidents of each of the national affiliates of the Union during their term of office and in their absence, or ineligibility, the first vice president or other officer designated by the affiliate.
- The president, the vice president, and the executive vice president of the Central Conference of American Rabbis during their respective terms of office.
- The two most senior vice presidents of the Union during their respective terms of office.
- The organizational members of the Board of Trustees shall consist of five representatives of the Central Conference of American Rabbis and representatives of the various councils of the Union, all of whom shall be elected for a four-year term, except as hereinafter provided. The organizational members shall take office immediately after their election. They shall be chosen in the following manner:
- The five representatives of the Central Conference of American Rabbis shall be elected by that body.
- The representatives of the councils of the Union shall be elected by such councils. Each of the councils of the Union shall be entitled to representatives on the Board of Trustees. The number of representatives from each council shall be governed by the total number of individual members of the congregations within the council for whom the prescribed minimum dues are paid, and they shall be distributed equitably among the various councils. Such distribution shall be made by the Board of Trustees, which shall review the same at least every ten years. The presidents of each council and federation during their respective terms of office shall serve as representatives on the Board of Trustees from their respective councils and shall be included in the quotas assigned to the councils by the Board of Trustees. The trustee representatives of the councils shall be elected by their respective regional councils. Each congregation shall be entitled to have the same number of delegates participate in such elections as it is entitled to have at the General Assembly. Only those delegates present shall be entitled to vote. The councils may elect their trustee representatives at their convention and in accordance with their respective regional constitution and bylaws. Any such representative who moves from the area of the council that elected him or her shall be deemed to have resigned from the Board of Trustees.
- In the event of the death, resignation, refusal to act, or other nonavailability of an organizational member, the vacancy shall be filled by the constituent body of such member in accordance with its laws. If a vacancy, however caused, exists among the organizational members and is not filled within one year by the constituent body from which the member was accredited, the vacancy may be filled by the Board of Trustees from the constituency involved.
- The remaining members of the Board of Trustees shall be elected by the General Assembly as members-at-large, and they shall be chosen in the following manner:
- At any meeting of the Board of Trustees held within twelve months prior to the date appointed for the convening of a regular meeting of the General Assembly, the chairman of the Board of Trustees, with the advice and consent of the Board of Trustees, shall appoint a Nominating Committee whose duty it shall be to present to the General Assembly a list of nominees, in the number to be elected as members-at-large, for election to the Board of Trustees by the General Assembly. The Nominating Committee shall consist of at least twenty-five persons, geographically distributed, at least six of whom have never served as members of the Board of Trustees. Before consideration of nominees by the Nominating Committee and at least one hundred and twenty (120) days prior to the date appointed for the convening of the meeting of the General Assembly, the chairman of the Nominating Committee shall notify each constituent congregation and each affiliate of the Union about the composition of the Nominating Committee of the Board of Trustees and request, on an advisory basis, names for its consideration. A list of the nominees ultimately proposed by the Nominating Committee shall be sent to each constituent congregation at least thirty (30) days prior to the date appointed for the convening of the meeting of the General Assembly. Any thirty delegates present at the General Assembly may submit to the Nominating Committee at any time during the first plenary session additional nominations for members-at-large. The Nominating Committee shall report to the General Assembly the names of all nominees for balloting, with its recommendations.
- All vacancies among the members-at-large, however caused, may be filled by the Board of Trustees.
- No person shall be eligible to serve as a member of the Board of Trustees unless he or she is a Jewish member of a constituent congregation of the Union, the Jewish spouse or child of such a member, or a rabbi of such a congregation.
- No person shall be eligible to be elected as an organizational member or a member-at-large of the Board of Trustees, without a two-year hiatus, if such person has completed two consecutive four-year terms as a member of the Board of Trustees, other than ex-officio, next preceding the time of his proposed election; provided, however, that time served as an officer of the Union, as an ex-officio member of the Board of Trustees, as a member of the Executive Committee, or as a council or federation president shall not be included in determining such eligibility. An organizational member or member-at-large of the Board of Trustees who fails to attend four consecutive regular meetings thereof may be terminated by action of the Board of Trustees.
SECTION 2. The Board of Trustees shall meet at least twice a year at such time and place as the chairman of the Board of Trustees shall designate. Special meetings of the Board of Trustees shall be held at the written request of twenty of the members thereof or when the chairman of the Board of Trustees shall so order. Fifty members of the Board shall constitute a quorum.
SECTION 3. The Board of Trustees shall have the power to elect as honorary members, without the right to vote, such persons whose long and distinguished service has merited such consideration. However, at no time shall there be more than thirty-two honorary members of the Board of Trustees; provided that the honorary chairman will be in addition to the thirty-two limit.
SECTION 4. Except when confidential or other such sensitive isssues are discussed, members of Reform congregations in the Union, who are not members of the Board of Trustees, may attend meetings of the Board of Trustees as observers and may attend, as observers, meetings of Union committees, commissions and task forces in which they do not participate as members.
SECTION 5. Upon the dissolution of the Union, the Board of Trustees shall, after paying or making provisions for the payment of all liabilities of the Union, dispose of all the assets of the Union exclusively for the purpose of the Union to perpetuate and advance Reform Judaism, or to such organization or organizations operated and organized both (a) for religious, charitable, and educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law) and (b) for the purpose of perpetuating and advancing Reform Judaism. Any such assets not so disposed of shall be disposed of by the appropriate court having jurisdiction in the county in which the principal office of the Union is then located, exclusively for the purpose of perpetuating and advancing Reform Judaism.
ARTICLE II.
EXECUTIVE COMMITTEE
SECTION 1. The Executive Committee of the Board of Trustees of the Union shall consist of:
- all officers of the Union, the president of each council and federation of the Union, the president of each of the affiliates, the immediate past chairman of the Board of Trustees, all honorary officers of the Union, the chairman of the maintenance of Union Membership (MUM) Committee, the chairman of the Budget Committee, the chairman of the Board of Governors and the president of Hebrew Union College-Jewish Institute of Religion, and the president of the Central Conference of American Rabbis. Each of these shall serve on the Executive Committee so long as that person serves in one of these positions.
- thirty other persons elected by the Board of Trustees from among its membership. Such thirty persons shall hold office from the time of their election until the following regular meeting of the General Assembly. No person not serving in a position set forth in (a) above may serve more than two consecutive terms on the Executive Committee.
The Executive Committee shall have and may exercise all the powers and functions of the Board of Trustees in the interim between meetings of the Board of Trustees provided, however, that no matters of general policy shall be determined by the Executive Committee and provided further that the Executive Committee shall be without power to expend funds in excess of the total budget of the Union adopted by the Board of Trustees.
SECTION 2. The Executive Committee shall meet at least twice a year between meetings of the Board of Trustees. Other meetings of the Executive Committee may be convened on at least three-days' notice at such time and place as may be determined by the chairman of the Board of Trustees or by a vice chairman in the absence of the chairman of the Board. Fifteen members of the Executive Committee, of whom at least seven are not officers of the Union, shall constitute a quorum.
SECTION 3. If the chairman of the Board or the president of the Union determines that the circumstances so require, the Executive Committee may act without a meeting, based on a poll of its members. Any action so taken shall require a two-thirds vote of approval.
SECTION 4. Whenever a vacancy occurs on the Executive Committee, it shall be filled by the Board of Trustees.
ARTICLE III.
CONFERENCE OF PRESIDENTS The presidents of the congregations affiliated with the Union shall meet in conference, either nationally or regionally, at the call of the chairman of the Board of Trustees at such time and place that he may designate. The Conference shall serve as an advisory body to the Union and may present recommendations to the Board of Trustees. Reports on the recommendations of the Conference shall be made by the Board of Trustees either to a succeeding Conference or to the General Assembly of the Union, or to both.
ARTICLE IV.
OFFICERS OF THE UNION The officers of the Union shall consist of a chairman of the Board of Trustees, no more than ten vice chairmen, a president, one or more vice presidents, a treasurer, an associate treasurer, an administrative secretary, and such other officers as the Board of Trustees may from time to time elect. The chairman of the Board of Trustees, the vice chairmen, the treasurer, and the associate treasurer shall be elected by the Board of Trustees from among its membership at the first meeting of the Board of Trustees after the new members-at-large have been elected by the General Assembly and after receiving nonbinding nominations made by a Nominating Committee appointed by the chairman of the Board. Such Nominating Committee shall remain in existence until its successor is appointed. Each officer shall be elected for a term of two years or until his successor is chosen and shall qualify. The remaining officers referred to herein shall also be elected by the Board of Trustees, but they shall hold office at the pleasure of the Board of Trustees. Should any office become vacant for any reason, the Board of Trustees may, by a majority vote of those present and voting, choose (from among its membership where so required) a successor or successors for the unexpired term, after receiving nonbinding nominations made by such Nominating Committee. Except for the completion of an unexpired term, the chairman, the vice chairmen, the treasurer, and the associate treasurer may not serve more than two consecutive terms.
ARTICLE V.
DUTIES OF THE OFFICERS SECTION 1. The chairman of the Board of Trustees shall be the chief executive officer of the Union. He or she shall preside at meetings of the Board of Trustees and the Executive Committee. Except when otherwise directed by the General Assembly, the chairman of the Board shall preside at meetings of the General Assembly and shall have the power to designate others to preside over such meetings from time to time. The chairman of the Board shall appoint the various committees of the Board of Trustees and the Executive Committee. The presiding officer of the General Assembly shall have the power to appoint the various committees of the General Assembly. In the absence or otherwise unavailability of the chairman of the Board of Trustees and in the absence of any such designation by him or her, a vice chairman designated by the Board of Trustees or the Executive Committee shall act as chairman of the Board.
SECTION 2. The president of the Union shall be a Reform Jew and shall administer all affairs of the Union. New projects recommended by the president must receive the approval of the Board of Trustees or the Executive Committee before being put into effect. The president shall report at periodic intervals to the Board of Trustees, the Executive Committee, and the General Assembly at each of their regular meetings.
SECTION 3. The vice presidents of the Union shall be Reform Jews and shall perform such duties as may be prescribed from time to time by the president of the Union.
SECTION 4. The vice chairmen of the Union shall perform such duties as shall be assigned to them and shall exercise such powers as may be invested in them by the Board of Trustees or by the chairman.
SECTION 5. The chairman of the Board of Trustees and the president shall be ex-officio members of all boards, commissions, and committees of the Union.
SECTION 6. The treasurer shall be the chief financial officer of the Union. He or she shall be ex-officio a member of the Budget Committee and the Committee on Endowments and Trust Funds. The treasurer shall have custody of the funds of the Union, other than those referred to in Article IX of the bylaws, and shall cause the same to be received and disbursed in accordance with directives of the Board of Trustees or the duly authorized officers and committees of the Union. The treasurer shall cause to be kept books and accounts reflecting all receipts and disbursements of the Union and shall report the financial condition of the Union at each regular meeting of the Board of Trustees. In the absence or otherwise unavailability of the treasurer, the associate treasurer (who shall also be ex-officio a member of the Budget Committee and the Committee on Endowments and Trust Funds) shall act as the treasurer.
SECTION 7. The administrative secretary shall act as secretary of the General Assembly, the Board of Trustees, the Executive Committee, and committees appointed by the chairman of the Board of Trustees. The administrative secretary shall also perform such other duties as may be prescribed from time to time by the president. In the absence of or otherwise unavailability of the administrative secretary, another person may be designated by the president to act in place of the administrative secretary.
ARTICLE VI.
FISCAL YEAR The fiscal year shall begin on the first day of July of each year and end on the thirtieth day of June of the following year, until changed by the Board of Trustees. A statement showing budgeted and actual expenditures shall be sent to all constituent congregations annually.
ARTICLE VII.
FINANCIAL EXAMINATIONS The books of the Union shall be audited at least once a year by an independent auditor. The chairman of the Board of Trustees shall appoint an Audit Committee consisting of no fewer than five members of the Board of Trustees, one or more of whom shall have expertise in accounting and financial matters. No member of the Audit Committee may be an employee of the Union. The Audit Committee shall be responsible for the appointment, compensation and oversight of the independent auditor and the independent auditor shall report directly to the Audit Committee. The primary duties and responsibilities of the Audit Committee shall be to monitor and review the adequacy of the Union’s internal controls and financial reporting processes, the reliability of the Union’s periodic financial statements, and the qualifications, independence and performance of the Union’s independent auditor. The Audit Committee shall meet periodically with management and with the independent auditor and shall discuss and consider the audited and/or unaudited periodic financial statements of the Union, including any material accounting issues considered or resolved in connection with the preparation of those financial statements and the adequacy and effectiveness of the Union’s internal controls over financial reporting and the financial reporting process. The Audit Committee shall have the right, if it chooses, to retain independent counsel or other professionals. In the event the Audit Committee elects to retain such counsel or professionals, the Audit Committee shall promptly advise the Officers and the Board of Trustees. The Audit Committee shall report to the Board of Trustees no less than annually on its activities.
ARTICLE VIII.
BUDGET The chairman of the Board of Trustees shall appoint a Budget Committee consisting of no fewer than five members of the Board of Trustees, exclusive of ex-officio members of such committee. Not later than the regular meeting of the Board of Trustees next preceding the close of each fiscal year, the Budget Committee shall submit to the Board of Trustees for its action a comprehensive and detailed budget for the next fiscal year. The budget and any additional monetary appropriations shall require the affirmative vote of the majority of the members of the Board of Trustees present and voting at the meeting. In connection with its work, the Budget Committee may require the councils, commissions, and national affiliates of the Union and other interested parties to submit their respective budget requests by such time as the Budget Committee shall specify. The budget may be amended from time to time by the affirmative vote of two-thirds of the members of the Board of Trustees present and voting at a duly constituted meeting thereof.
ARTICLE IX.
COMMITTEE ON ENDOWMENTS AND TRUST FUNDS The chairman of the Board of Trustees shall appoint no fewer than five members of the Board of Trustees, exclusive of ex-offico members of such committee, as a Committee on Endowments and Trust Funds. Said committee shall be vested with the custody and control of all trust funds, trust securities, and trust property of the Union. Said committee shall have full power and authority to sell and dispose of all funds and securities and trust property that may come into its hands as above provided and to invest and reinvest the proceeds thereof, and its chairman or vice chairman shall have full authority to sign any and all transfers, instruments, and papers that may be necessary or required whenever he is so empowered by resolution of the committee. Such power and authority shall be exercised by said committee by a vote of not less than a majority of the whole committee.
ARTICLE X.
DUES SECTION 1. Each constituent congregation of the Union shall be obligated to pay into the treasury of the Union, exclusive of the contributions made to or on behalf of the Union by its individual congregational members, by Welfare Funds, or from other sources, for each fiscal year beginning with congregational fiscal year commencing on or after January 1, 1998, an amount equal to the sum of:
- Eight percent (8%) of annual Clergy and Pulpit Expenses, General Service and Administrative Expenses, Building and Maintenance Expenses, and Religious School Expenses (the "Net Expense Base") of the congregation; plus
- A graduated amount per capita for each member unit (as defined below) of the congregation in accordance with the following schedule:
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For members 1-250 |
$10/member unit |
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For members 251-500 |
$25/member unit in excess of 250 |
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For members 501-750 |
$30/member unit in excess of 500 |
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For members 751-1,000 |
$35/member unit in excess of 750 |
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For members 1,001+ |
$25/member unit in excess of 1,000 | less ten percent (10%) of the total per capita amount calculated in accordance with the above schedule.
A member shall be defined as a billing unit. A billing unit is any single person or a family unit to whom the congregation extends the privileges of membership, whether or not such single person or family unit pays dues to the congregation. For purposes of determining the number of members of a congregation, the congregation shall include all members except for those in the first year of a free membership and except for any other class of membership approved by the Board of Trustees.
SECTION 2. Each constituent congregation, as a condition of membership in the Union, shall submit to the treasurer of the Union no later than ninety (90) days after the close of the fiscal year of such congregation the following:
- A report of the annual income and expenditures of the congregation for the fiscal year just concluded on a standard form to be provided by the Union or, at the option of each congregation, such report of its annual income and expenditures as is submitted to such congregation's membership or to its governing body, provided that such report contains at least as much detail on annual income and expenditures of the congregation as is called for on the standard form provided by the Union.
- A list of the names and addresses of all members of the congregation, complete and accurate as of the last day of such congregation's fiscal year.
The report of annual income and expenditures of the congregation shall be signed by any two of the following persons: the president, any vice president, the treasurer, or the executive director of the congregation. The list of members shall be submitted with a statement attesting to its accuracy, signed by the president, any vice president, the treasurer, or the secretary of the congregation and by the rabbi of the congregation (or for those congregations that do not have a rabbi, by another officer of the congregation).
SECTION 3. Each congregation shall decide for itself whether to pay the amount due as described and defined in Section 1 hereof out of its treasury or whether to add the same to the amounts payable by its members for operating expenses, or a combination of both; but the congregation shall be obligated to pay the amount due no matter which method or combination thereof it uses.
SECTION 4. The Board of Trustees of the Union in its sole discretion is empowered to make special provision or modify the requirements of Section I hereof in the case of new congregations on their admission to the Union, or in the case of any other constituent congregation of the Union where special conditions and circumstances may require it.
ARTICLE XI.
BANK DEPOSITS All banks of deposit for Union funds and all banks of deposit for revolving funds for the various departments of the Union shall be named by the Board of Trustees or by the Executive Committee. Checks, drafts, and other instruments for the withdrawal of funds shall bear such signature or signatures as may be determined from time to time by the Board of Trustees or the Executive Committee.
ARTICLE XII.
AUTHORITY TO ACCEPT GIFTS, ETC.
The Union's gift acceptance policy (the term "gift" includes, but is not limited to, legacies, bequests, devises, gifts, and other receipts of such nature) is that set forth in policies and procedures adopted by the Union from time to time.
ARTICLE XIII.
MEETINGS OF THE GENERAL ASSEMBLY
SECTION 1. Regular meetings of the General Assembly shall be held biennially at such time and place as the General Assembly or the Board of Trustees may determine. Special meetings of the General Assembly may be called by the chairman of the Board of Trustees of the Union and shall be called by him or her upon written request by the majority of all members of the Board of Trustees or upon written request by fifty constituent congregations.
SECTION 2. A quorum of the General Assembly shall exist if the registered delegates or their alternates represent at least one-fourth of all constituent congregations and at least one hundred of the registered delegates or their alternates are present at the meeting.
SECTION 3. Each constituent congregation that has paid the prescribed minimum dues or whose dues deficiency, if any, has been waived by the Board of Trustees or the Executive Committee shall be entitled to representation in the General Assembly. Each such congregation shall be entitled to two delegates and one additional delegate for every one hundred members, or major fraction thereof, over and above the first one hundred.
SECTION 4. Each congregation entitled to representation in the General Assembly shall be entitled to an alternate for each delegate who may exercise the powers of the delegate during the latter’s absence in the manner and to the extent set forth in these bylaws.
SECTION 5. All delegates and alternate delegates must register and pay the registration fee fixed by the Board of Trustees to be entitled to vote or otherwise to participate in the General Assembly. The registration clerk shall deliver a registration receipt to each registered delegate and each registered alternate delegate. Delegates' registration receipts must be distinguishable from alternate delegates' registration receipts. The registration clerk shall also deliver a voting card to each registered delegate. If an alternate delegate certifies to the registration clerk that the delegate for whom the alternate seeks to substitute will not attend the General Assembly, the registration clerk shall deliver the voting card to the alternate delegate.
SECTION 6.
- No delegate to the General Assembly shall be permitted to vote on any question except in person or by duly accredited and registered alternate and unless such delegate has been duly accredited by the congregation he or she represents and unless such delegate has in his or her possession at the time of the vote the voting card referred to in the bylaws. The presiding officer of the General Assembly has the right to require any person desiring to vote on any question to exhibit his or her voting card.
- No alternate delegate to the General Assembly shall be permitted to vote on any question except in person and unless such alternate delegate has been duly accredited by the congregation he or she represents, has paid the registration fee, and then only if the delegate for whom the alternate seeks to substitute (1) fails to register, in which case the alternate shall receive a voting card as hereinbefore provided, or (2) is absent at the time the vote is to be taken, in which case the voting card of the registered delegate must be in the possession of the registered alternate delegate at the time such alternate seeks to exercise the voting privilege.
SECTION 7. Normally the General Assembly shall vote by voice vote or by show of voting cards, at the discretion of the presiding officer. No roll call shall be taken on any question. A vote by written ballot shall be taken upon the affirmative nonballot vote of one-third of the qualified voters present and voting.
SECTION 8. Members of the Board of Trustees of the Union and the Board of Governors of Hebrew Union College-Jewish Institute of Religion shall be ex-officio delegates to the General Assembly, with the right to vote and hold office. Honorary members of the above-named boards shall be considered honorary dele-gates to the General Assembly but without the privilege of voting or holding other than honorary office.
SECTION 9. Unless otherwise ordered by the General Assembly, the presiding officer of the General Assembly shall appoint such officers and committees of the General Assembly as he or she deems appropriate.
SECTION 10. The chairman of the Board of Trustees, shall appoint a geographically diverse Resolutions Committee of not less than thirty nor more than fifty members, no more than one-half of whom may be members of the Board of Trustees, to serve until the Spring meeting of the Board of Trustees that immediately preceeds the meeting of the General Assembly. The chairman of the Board shall designate the chairman and fill vacancies.
SECTION 11. All resolutions to be acted upon by the General Assembly shall be presented as follows:
- Resolutions may be initiated by presentation to the Resolutions Committee (care of the administrative secretary) by a constituent congregation, a council or federation, the Board of Trustees, a national affiliate, or a commission not less than ninety (90) days prior to the date appointed for the convening of the General Assembly. All such resolutions shall be considered by the Resolutions Committee, which shall have the power to endorse them, recommend rejection of them, or suggest revisions there of. All resolutions so submitted, in original form or as changed with the consent of the proposers, shall be reported to the constituent congregations of the Union not less than sixty (60) days prior to the date appointed for the convening of the General Assembly, together with the recommendations of the Resolutions Committee, including any suggested changes or substitutes and reasons therefof. Proposed amendments to such reported resolutions may be submitted to the Resolutions Committee at least ten (10) days prior to the date appointed for the convening of the General Assembly.
The Resolutions Committee shall meet in the city in which the General Assembly is being held at least forty-eight hours prior to the opening of the first scheduled plenary session to consider such resolutions and any suggested amendments thereto, at which time proposers of the resolutions or amendments shall have an opportunity to be heard.
- Resolutions may be submitted to the Resolutions Committee through the administrative secretary by petition of the majority of the registered delegates of each of at least five constituent congregations not later than the end of the plenary session of the second day of the General Assembly.
- Additional resolutions may be presented to the General Assembly at any time during the meeting of the General Assembly by the Resolutions Committee and by other committees of the General Assembly appointed by the chairman of the Board of Trustees or by the presiding officer.
SECTION 12. All resolutions referred or submitted to the Resolutions Committee of the General Assembly as provided in subsections (a) or (b) of Section 11 of this article shall be considered by said committee, and such resolutions as it shall approve, either as originally proposed or as modified, shall be recommended by it to the General Assembly for consideration and passage. The Resolutions Committee shall also report any resolutions rejected by it or on which it failed to act, and these resolutions may not be considered by the General Assembly except upon the affirmative vote of the majority of delegates present and voting without debate.
SECTION 13. The adoption of resolutions recommended to the General Assembly by the Resolutions Committee pursuant to subsection (a) of Section 11 of this article shall require the affirmative vote of a majority of the delegates present and voting. Amendments to such resolutions that were previously submitted to the Resolutions Committee prior to the ten-day period described in subsection (a) of Section 11 of this article, if properly submitted to the General Assembly for con-sideration, shall require the affirmative vote of a majority of the delegates present and voting. Amendments to such resolutions that were not previously submitted to the Resolutions Committee prior to such ten-day period shall be considered by the General Assembly only upon the affirmative vote of a majority of the delegates present and voting without debate. The adoption of resolutions presented to the General Assembly pursuant to subsections (b) or (c) of Section 11 of this article shall require the affirmative vote of three-fifths of the delegates present and voting.
SECTION 14. Except as otherwise provided herein, meetings of the General Assembly shall be conducted in accordance with parliamentary usage as set forth in the latest revised edition of Robert's Rules of Order.
ARTICLE XIV.
BOARD OF GOVERNORS
OF THE HEBREW UNION COLLEGE-
JEWISH INSTITUTE OF RELIGION SECTION 1. The Union, being the patron body of Hebrew Union College-Jewish Institute of Religion, is entitled by law to elect a majority of the membership of the Board of Governors of Hebrew Union College-Jewish Institute of Religion. Such members shall be elected biennially for a period of four years and shall serve until their successors are elected and qualified.
SECTION 2. Any vacancy occurring on the Board of Governors among those elected by the Union shall be filled by the Union.
SECTION 3. The chairman of the Board of Trustees and the president of the Union shall be elected to the Board of Governors as part of the quota of members that the Board of Trustees is entitled to elect, but they shall hold office as members of the Board of Governors only so long as they hold the offices in the Union referred to above.
ARTICLE XV.
NATIONAL AFFILIATES SECTION 1. The Union shall continue to have the power to create and sponsor national affiliates whose primary purpose shall be to strengthen the Union and to serve the cause of Judaism. Each national affiliate may enact, for the administration of its affairs, rules and regulations not inconsistent with the constitution and bylaws of the Union or with any decision of the General Assembly or the Board of Trustees of the Union. No affiliate shall be permitted to adopt a name or to change its name without the prior approval of the Board of Trustees.
SECTION 2. The chairman of the Board of Trustees and the president of the Union shall be ex-officio members of the Executive Board of each national affiliate.
SECTION 3. All members of the staff of each national affiliate shall be members of the staff of the Union. No person shall be elected to the office of executive secretary or its equivalent of a national affiliate except after consultation with the chairman of the Board of Trustees and the president of the Union.
SECTION 4. Each national affiliate shall submit its budget to the Budget Committee of the Union for the approval of those amounts to be appropriated by the Union for that affiliate.
SECTION 5. No national affiliate shall adopt any resolution on a matter of general public interest, or institute any new policy, or initiate any project without consultation with the chairman of the Board of Trustees, or the president of the Union, or their designated representatives.
SECTION 6. In the event that a mutually satisfactory conclusion cannot be reached as a result of the above consultation, such matter shall be referred for decision to a committee of five, two of whom shall be appointed by the chairman of the Board of Trustees of the Union and two by the president of the respective affiliate, and the four so appointed shall select the fifth member from the Board of Trustees of the Union, who shall act as an impartial arbitrator.
SECTION 7. The foregoing principles, appropriately paraphrased, shall be incorporated into the constitution of each national affiliate that is created.
SECTION 8. Each of the national affiliates sponsored by the Union shall make a written report of its activities to the Board of Trustees of the Union each year.
ARTICLE XVI.
COUNCILS OF THE UNION The Union shall continue to have the power to establish councils of the Union upon a regional or a local basis as the Union may from time to time determine. The name of each council shall be such as has been heretofore or shall hereafter be approved by the Board of Trustees. The ultimate goal of the now-existing councils and those that may be hereafter established is the further strengthening of the Union, and in order to bring about complete integration between the Union and its councils, the following principles governing their relationship are established:
- The chairman of the Board of Trustees and the president of the Union shall be ex-officio members of the Executive Committee of each council.
- The president of the Union shall appoint an executive director and any other professional personnel that he shall deem necessary and that the Board of Trustees or the Executive Committee shall approve. All such professional personnel shall be members of the staff of the Union and their salaries shall be fixed and paid by the Union. The executive director shall be appointed by the president only after consultation with the Executive Committee of the council involved, and such appointment shall be subject to confirmation by the Board of Trustees or the Executive Committee of the Union.
- No council shall adopt any resolution on a matter of general public interest or initiate any new policy or project without the authority of the Board of Trustees, the chairman of the Board of Trustees, or the president of the Union.
- The expenditures of councils shall be in accordance with the budget adopted by the Board of Trustees of the Union in the manner provided in these bylaws. All funds collected by such councils shall be remitted to the Union, except as may be otherwise ordered by the Board of Trustees.
- The foregoing principles, appropriately paraphrased, shall be incorporated into the constitution or other basic law of each council now or hereafter created.
ARTICLE XVII.
AMENDMENTS These bylaws may be amended at any regular or special meeting of the General Assembly by a two-thirds vote of the delegates present and voting provided a quorum is present. Such amendments may be initiated by the Board of Trustees or Executive Committee or may be submitted in writing by:
- A constituent congregation, if seconded by three other congregations.
- A federation or council to the Board of Trustees at least ninety (90) days prior to the date appointed for the convening of a regular or special meeting of the General Assembly. In either event, the Board of Trustees or the Executive Committee shall transmit the proposed amendment, with its views thereon, to the constituent congregations at least sixty (60) days prior to the date appointed for the convening of a regular or special meeting of the General Assembly, and the General Assembly shall act on such proposed amendments. Amendments to proposed amendments to these bylaws may be considered on the floor of the General Assembly only if the consideration thereof is approved without debate by a majority of the delegates present and voting, unless the proposed amendment is accepted by the proposer of the amendment to the bylaw.
ARTICLE XVIII.
GENDER
Whenever the words “he,” “him,” and “his” are used in these bylaws, they shall be considered to include the words “she,” “her,” and “hers.”
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