FJMC Bylaws

(As Amended Effective June 6, 2021)

Article I – Name

The name of this organization shall be the Federation of Jewish Men’s Clubs, Inc. (“FJMC”).

Article II – Mission

The FJMC involves Jewish men in Jewish life by strengthening its network of Men’s Clubs and Individual Members.

As an organization, the FJMC subscribes to the observances of the Conservative Masorti Movement and welcomes individuals and other Jewish clubs to participate in its activities as members.

Article III – Membership

A. Any Men’s Club, Brotherhood, or other similar group (“club”) in agreement with the mission of the FJMC may apply for membership. Any individual who is currently not a member of a congregation with an affiliated Club and in agreement with the mission of the FJMC may apply for membership as an “Individual Member”.

B. Application for Membership – Application for membership shall be made in writing to the FJMC’s Executive Committee and shall be in such form and subject to such conditions as may be prescribed by that body.

C. Club Governed by FJMC By-laws – Each club that is a member of the FJMC shall operate in accordance with the provisions of these by-laws and in conformity with such policies and directives that the FJMC might adopt.

D. Suspension or Expulsion of Club or Individual Member – The Executive Committee has the authority to take whatever action it might deem appropriate – including suspension or expulsion – with any club or Individual Member not complying with these by-laws or other policies and directives that the FJMC might adopt.

Article IV – Regions

A. Club Groupings – For the purpose of facilitating its work and administration, the Executive Committee may assign and group its member clubs into regions.

B. Regional Boundary and Club Changes – The Executive Committee may set or modify the boundaries of each region and the member clubs within the region.  The Executive Committee may assign Individual Members to Regions for the purpose of supporting those individual members.

C. Regional Governance

1. Each region shall have its own officers, by-laws, and administrative organization.
2. Regions Subject to FJMC By-laws, Policies, and Directives – Each region shall function independently but shall operate under the terms and rules adopted by the FJMC. In the event that a region fails to comply with these by-laws, other FJMC policies or directives, or with its own constitution or by-laws, the Executive Committee may direct the Chairman of Regions to send a written complaint of the matter to the regional president and shall allow an opportunity for his response within 30 days. If the matter cannot be resolved in this manner, the Executive Committee may censure, impose sanctions against, suspend operation of, or dissolve a region that is not in compliance with the various FJMC rules.
3. Submission of Regional Financial Statement – Each region must annually submit its financial statement for the prior fiscal year to the FJMC Treasurer.

D. Regions Presidents Committee – Each Regional President or, in the absence of a Regional President, the highest ranking officer of a Region, shall be a member of the Regions Presidents Committee. That Committee shall choose its Chair for a one year term, who shall serve as the member of the Executive Committee as described in Article VI, section A. The Chair’s term shall begin with the date of the installation of officers at the Biannual Convention or the anniversary thereof. The Regions Presidents Committee shall establish procedures for how it will operate, subject to review by the Executive Committee.

Article V – Officers

A. Officers – The following officers shall be elected by the delegates at each biennial convention of the FJMC:

• President
• First Vice President
• Six Vice Presidents
• Secretary
• Treasurer

The Immediate Past President shall automatically be considered an officer for a term of two years or until his successor is installed. An officer must be a member of a club in good standing.

B. Term of Office – Each officer shall be elected for a term of two years or until his successor has been duly elected and installed.

C. Maximum Number of Terms for Officers

1. President and First Vice President – No person shall be eligible to serve more than one full two-year term each as the President and the First Vice President.
2. Vice President, Secretary, and Treasurer – No person shall be eligible to serve more than a total combination of six full two-year terms as Vice President, Secretary, and/or Treasurer.

D. Fractional Terms – Fractional parts of a term caused by a person filling a vacancy among the elected officers shall not be counted toward terms limits set out in subsections 1 and 2 above.

E. Filling Vacancies

1. Presidential Vacancies – In the event of the death or resignation of the President, the First Vice President shall succeed to the office of President to serve for the unexpired term. In the event of the inability or incapacity of the President to serve, the First Vice President shall serve as President for the period of inability or incapacity.
2. Simultaneous Presidential and First Vice Presidential Vacancies – In the event of the simultaneous death, resignation, inability, or incapacity of the President and First Vice President, the Immediate Past President shall call a special meeting of the Executive Committee. At that meeting, the Executive Committee shall designate an Acting President from among the other officers. At its next regularly scheduled meeting the Board of Directors shall fill both offices from among the officers or members of the Executive Committee for the remainder of the unexpired term.
3. Vacancies for Other Officers – All other vacancies of officers shall be filled by the Board of Directors to serve for the remainder of the unexpired term or terms.

Article VI – Executive Committee

A. Composition – The Executive Committee of the FJMC shall consist of the officers, past FJMC presidents, no more than four additional members from clubs in good standing appointed by the President for the term of his administration and the Chair of the Regions Presidents Committee selected as described under Article IV, Section D.

B. Conflict of Interest – All members of the Executive Committee shall be subject to and required to sign the FJMC Conflict of Interest policy.

C. Duties – The Executive Committee shall manage and administer the affairs of the FJMC and shall have authority to hire professional staff to assist in its duties.

D. Meetings – The Executive Committee shall meet not fewer than three times in each fiscal year. Meetings shall be called at such times and places as may be directed by the President. A special meeting of the Executive Committee may be called by the First Vice President. Notice of such meetings shall be sent to each member of the Executive Committee no less than 30 days before the meeting is to take place. Notice may be given by first-class mail, electronic mail, or facsimile.

E. Quorum for Executive Committee Meetings – A majority of the officers and appointed Executive Committee members shall constitute a quorum for the transaction of business by it.

F. Participation – Except as required otherwise by law, the Articles of Incorporation, or these By-laws, Executive Committee members may participate in a regular or special meeting through the use of any means of communication by which all Executive Committee members participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

G. Filling Vacancies of Appointed Members of the Executive Committee – The President may fill vacancies of appointed members of the Executive Committee for the unexpired terms.

Article VII – Board of Directors

A. Composition – The Board of Directors shall consist of the following:

1. Automatic Directors
   • The officers of the FJMC
   • The past presidents of the FJMC
   • The appointed members of the Executive Committee
   • The President of each Region
2. Appointed Directors – Presidential appointments of up to 35 members from Clubs in good standing, selected for the purpose of advising the President or performing such duties as may be assigned by the President. These appointees may be designated as the Presidential Cabinet.
3. Elected Directors – Additional elected directors, selected in the manner set out in Section B of this Article.

B. Elected Directors

1. Regional Allotment of Elected Directors – Each region shall be entitled to one elected director for every five clubs or major fraction thereof in that region, provided that no region shall be entitled to fewer than two elected directors. For a club not officially part of an organized region, the Chairman of Regions shall determine with which region such a club will be attached for the purpose of this section.
2. Regional Nomination of Directors – Prior to the FJMC’s biennial convention, each region shall be entitled to nominate members from clubs in good standing in their regions to serve as elected directors from that region.
3. Election of Directors – The delegates of the FJMC’s biennial convention shall elect directors according to the allotment set out in subsection 1 of this section.

C. Terms of Office for Elected Directors and Appointed Directors – Elected Directors (specified in Section B of this Article) and Appointed Directors shall hold office from the biennial convention at which they are elected or appointed until their successors are elected or appointed at the next biennial convention.

D. Duties

1. Advisory Function – The Board of Directors shall advise the Executive Committee in all matters relating to the FJMC.
2. Authority to Act
   1. Membership Dues, Regional Dues Rebate, and Amendments – Upon recommendation by the Executive Committee, the Board of Directors shall have the authority to: (1) change membership dues; (2) set the standard regional dues rebate percentage for regions; and (3) approve amendments to these by-laws prior to their submission for vote at a biennial convention. Matters adopted pursuant to this subsection shall require approval by a 2/3 majority of those present (in person or by voice electronic media).
   2. Establishment of Policies – Upon recommendation by the Executive Committee, the Board of Directors shall have the authority to: (1) establish nominations and election procedures; (2) establish general procedures for the affiliation, suspension, and disaffiliation of clubs; and (3) establish standing committees. Matters adopted pursuant to this subsection shall require approval by a simple majority of those present (in person or by voice electronic media).
3. Adoption of Rules – The Board of Directors may adopt such rules and regulations as it may deem necessary and proper for the carrying out of its responsibilities.

E. Board Meetings

1. Chairman of the Board of Directors – The Immediate Past President shall serve as the Chairman of the Board of Directors. In his absence, the President or his designee shall serve in that capacity.
2. Frequency – Board of Directors meetings shall be held no fewer than twice in each fiscal year at such time and places as shall be directed by the Chairman of the Board of Directors.
3. Special Board Meetings – A special Board of Directors meeting can be called by no fewer than three officers or ten directors, and that meeting shall be held within 30 days after receipt of the written request for such a meeting at the main office of the FJMC.
4. Notice of Board Meetings – Notice of every meeting of the Board of Directors, stating the nature of the business to be conducted, shall be sent to each director no fewer than 30 days before the meeting is to take place. Notice may be given by first-class mail, electronic mail, or facsimile.

E. Quorum for Meetings – The presence of 25 directors who are eligible to vote shall constitute a quorum for the transaction of such business by the Board of Directors. Members present by means of voice electronic media shall be considered present for the purpose of reaching a quorum.

F. Vacancies for Elected Directors and Appointed Directors – In the event of a vacancy of an Appointed Director, the president shall appoint a member from a club in good standing to fill the vacancy until the end of the term. In the event of a vacancy of an Elected Director representing a region, that region shall appoint a member from a club in good standing in its region to fill the vacancy until the end of the term.

Article VIII – Honorary Board of Directors

A. Composition – The Honorary Board of Directors shall be comprised of all past Regional Presidents, past FJMC officers, and past appointed members of the FJMC’s Executive Committee.

B. Relationship to Governance – The duties and responsibilities of members of the Honorary Board of Directors shall be determined by the Executive Committee. The member does not have voting privileges as a Director or Executive Committee member as a consequence of membership on the Honorary Board of Directors.

C. Communication and Record Keeping – Communications from the FJMC shall be by policy of the Executive Committee. The Executive Director or his designee shall be responsible for distributing such communications, but the responsibility for maintaining up-to-date contact information shall be the responsibility of the Honorary Board of Directors member.

Article IX – Committees

A. The President may appoint such committees that he deems necessary or appropriate to carry out the work or to administer the affairs of the FJMC and may name the chairmen, who must be members of clubs in good standing.

B. All committee chairmen shall be subject to and required to sign the FJMC Conflict of Interest policy.

Article X – Nominations & Elections

A. Nominating Committee – At least one year before the next biennial convention, the President shall appoint a nominating committee, no member of which shall be eligible for nomination or election to any FJMC international office.

B. Elections – The elections for officers and directors shall be held during the FJMC’s biennial convention.

Article XI – Conventions

The FJMC shall hold a convention not less than once in every two fiscal years at a time and place to be determined by the Executive Committee.

Article XII – Finances

A. Statement of Financial Purpose – All proceeds above the costs of activities, programs, or materials or other accretions to the organization shall be used solely to promote the mission and objectives of the FJMC. The FJMC shall be operated without purpose of gain for its members, and no member shall be paid any monies or other compensation by the FJMC, except that the FJMC may pay a member for services rendered and may incur and pay other expenses that are associated with the normal operation of the FJMC, including, without limitation, reimbursement for expenses of members incurred by a member on behalf of the FJMC and approved by the FJMC in furtherance of the FJMC’s mission and objectives.

B. Fiscal Year – The fiscal year of the FJMC shall end on the 31st day of August in each year or on such other day as may be determined by the Executive Committee.

C. Signing Officers – All documents, including contracts, agreements, checks, and other banking papers to be executed or signed on behalf of the FJMC, shall be signed (and sealed, if necessary) by any two of the President, First Vice President, Secretary, or Treasurer, or in such other manner or by such other persons as may be designated by the Executive Committee. Documents in this subsection shall not include those signed on behalf of individual regions.

D. Banking of FJMC Funds – The Treasurer or his designee shall deposit all of the funds of the FJMC (except those under the control of individual regions) with banks or financial institutions that have been approved by the Executive Committee.

E. Dissolution – Any such assets not so disposed of shall be distributed to The Federation of Jewish Men’s Clubs Foundation For Jewish Life, or its successor, if it shall no longer exist nor have a successor, or shall not qualify as an exempt organization, as described above, then equally between the following: the National Ramah Commission, Masorti, and Masorti Olami, or their successors, providing they qualify as exempt organizations as described above. Should any of them not so qualify, then their shares shall be distributed equally between those that shall so qualify. If none of them or their successors, if any, shall qualify, then it shall be disposed of by the Supreme Court of New York in the county in which the principal office of the corporation shall is then located, exclusively to any such qualifying charitable organizations affiliated or associated with the Conservative Jewish movement as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XIII – Data Security

A. Personal information will be collected solely for specific purposes and only the information required to fulfill these purposes will be collected.

B. Collected information must remain as current as possible.

C. All sensitive personal information that is out of date or no longer required must be deleted.

D. All data must be protected from unauthorized use or publication.

E. Sensitive data such as login credentials, bank account numbers or credit card numbers used to conduct business for FJMC must be protected while at rest or in transit, from unauthorized use or publication.

Article XIV – Amendments

These By-Laws may be amended by the affirmative vote of two-thirds of the delegates present and voting at a plenary session at a biennial convention, provided that 30 days’ notice of such amendments shall be sent by first-class mail, e-mail, or facsimile to all prospective delegates. Advance notice need not be provided to delegates registering within 30 days of the biennial convention.

Article XV – Supersession & Effect

Upon the adoption of these by-laws, they shall take full force and effect and shall supersede any and all FJMC constitutions or bylaws previously adopted.

These by-laws were adopted at the plenary session of the FJMC’s international convention on July 11, 2007.

These by-laws were revised at the plenary session of the FJMC’s international convention on July 2, 2009.

These by-laws were further revised at the plenary session of the FJMC’s international convention on July 3, 2019.

These by-laws were further revised at the plenary session of the FJMC’s international convention on June 6, 2021.