As proposed by the AJS Governance Committee, December 2021
The name of this Corporation shall be Association for Jewish Studies, Inc. (the “Corporation”).
The Corporation has been incorporated for the purposes of supporting and furthering the academic field of Jewish studies. It currently does so through its conferences and publications. It may in the future expand the range of its activities as determined by the Board of Directors of the Corporation (the “Board”).
The location of the principal office of the Corporation shall be in the City of New York, New York. The Corporation may also have offices at such other places as the Board may from time to time appoint or the purposes of the Corporation may require.
This Corporation shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity, that would prevent this Corporation from qualifying (and continuing to qualify) as a corporation described in IRC Sec. 501 (c)(3), contributions to which are deductible for federal income tax purposes. References to IRC Sec. 501(c)(3) herein, refers to such section in the Internal Revenue Code of 1954 as it now exists or corresponding provisions of any subsequent federal tax laws.
No substantial part of the activities of this Corporation shall consist of attempting to influence legislation through propaganda or any other means; nor shall it in any manner or to any extent participate or intervene (including via the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. Furthermore, the Corporation shall not engage in any act of selfdealing, as defined in IRC Sec. 4941(d); shall not make any taxable expenditures, as defined in IRC Sec. 4945(d); shall not retain any excess business holdings, as defined in IRC Sec. 4943(c); shall not make any investments in such manner as to incur tax liability under IRC Sec. 4944 and shall distribute the net income of the Corporation, and, if necessary, principal thereof, at such times and in such manner as not to subject the Corporation to tax under IRC Sec. 4942. Reference to IRC Sec. is to the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
This Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole nor any part or portion of the assets or net earnings of this Corporation shall be used, nor shall this Corporation ever be organized or operated, for purposes that are not exclusively religious, charitable, scientific, literary or educational within the meaning of IRC Sec. 501(c)(3).
No compensation or payment shall ever be paid or made to any member, officer, director, trustee, creator, or organizer of this Corporation, or substantial contributor to it, except as a reasonable allowance for actual expenditures or services actually made or rendered to or for this Corporation; and neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of this Corporation shall ever be distributed to or divided among any such persons, provided that neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of IRC Sec. 501(c)(3).
In the event of termination, dissolution or winding up of this Corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to (and only to) one or more organizations described in IRC Sec. 501(c)(3), as permitted by law.
Subject to the foregoing provisions of this Article II, the powers and purposes of this Corporation shall at all times be so construed and limited as to enable this Corporation to qualify as a public charity under section 509(a) of the Internal Revenue Code and organized and existing under Chapter 180, Massachusetts General Laws.
There shall be two classes of membership as follows:
a. Professional Membership is open to anyone with a professional or scholarly interest in Jewish Studies. "Professional interest" refers to someone whose part- or full-time vocation is devoted to teaching, research or other work related to Jewish Studies. “Jewish Studies” encompasses, but is not limited to, academia, museums, non-profits, foundations, or religious institutions. "Scholarly interest" refers to someone who shares the intellectual interests of the Corporation, but whose major vocation is not in Jewish Studies. Professional membership also includes graduate students pursuing a degree in an area of Jewish Studies.
b. Institutional Membership is intended for college and university programs and departments, research institutions, and cultural organizations that have a particular focus on Jewish Studies, and falls into three categories: Full Institutional Members, Associate Institutional Members, and Affiliate Institutional Members. “Full Institutional Membership” is open to all programs, departments, research institutions, and cultural organizations. “Associate Institutional Membership” is limited to programs and departments that offer no higher than the B.A. or M.A. degree, and small research institutes and cultural organizations. The AJS welcomes institutional memberships from individual programs or from groups of programs within the same institution. “Affiliate Institutional Membership” is intended for professional membership associations and other learned societies.
Dues for each class of membership shall be set by the Board.
Only Professional Members may vote at business meetings. Only Professional Members may be officers or directors of the Corporation.
The Annual Business Meeting shall normally take place at the time of the Annual Conference, the exact date to be decided by the Board.
Special meetings of the membership may be called by the Board not sooner than twenty-one days after mailing written notice of said meeting.
Special meetings of the membership may be called by petition of not less than one hundred members, which petition shall specify the subjects to be discussed at said meeting. Notice of such meetings shall be sent to all members within five business days of receipt of the petition. The meeting shall be held not less than fourteen days or more than twenty-one days from the date of mailing the notice.
The Board shall consist of the executive officers (each, an "Officer Director") of the Corporation, any past presidents (each, a "Past President") then entitled to serve on the Board hereunder (any such Past President, a "Past President Director"), and eighteen directors (each an "Elected Director" and, together with the Officer Directors and the Past President Directors, the "Voting Directors") elected by a majority of the votes of the members of the Corporation present and voting at the Annual Business Meeting. As of the Effective Date, the total number of Voting Directors shall be 18 directors plus the number of Past President Directors and Officer Directors (the "Entire Board"). Each Voting Director shall be entitled to vote on any action of the Board. The President of the Corporation shall serve as Chair of the Board, provided the President is not an employee of the Corporation. No employee of the Corporation may serve as the Chair of the Board or any other title with similar responsibilities. The editors of AJS Review and AJS Perspectives shall serve as non-voting ex officio members of the Board, and shall not be entitled to vote on any action of the Board. Each Past President shall be entitled to serve as a member of the Board for two consecutive terms of two years, which shall begin immediately following the completion by such person of his or her term of office as President.
Elected Directors shall be elected for three-year terms. Elected Directors may serve for an unlimited number of terms, provided that no Elected Director may serve for more than two terms on a consecutive basis. An Elected Director who has served for two consecutive terms may proceed to occupy one of the offices of the Corporation. Six Elected Directors shall be selected each year.
The Board shall be responsible for the general direction, management, and control of all the property, business, and affairs of the Corporation. It shall determine the duties, in addition to those fixed by these bylaws, of all officers and agents of the Corporation.
The Board shall hold meetings at least four times per year at such time and place (physical or virtual) as the Board shall direct. Notice of upcoming meetings of the Board and agendas for such meetings shall be provided to members of the Board at least two weeks in advance. Minutes of all meetings of the Board shall be sent by the Secretary/Treasurer to all the members of the Board within one month after the meeting. Special meetings may be called by the Chair or any six Directors. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the Board. Such consents shall be treated for all purposes as a vote at a meeting of the Board. The Board may, at its discretion, invite whatever staff or interested parties it chooses to take part in any meeting of the Board.
A majority of the Board shall constitute a quorum for the transaction of business and decisions will be made by a majority of those present. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or any committee through the use of a conference telephone, electronic video screen equipment, or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other at the same time and each Director can participate in all matters before the Board. Participation in the meeting pursuant to this section shall constitute presence in person at the meeting.
a. The executive officers of the Corporation shall consist of a President, a Secretary/Treasurer, and three Vice Presidents, in each case as elected by the membership every two years in accordance with the process described in Article VII below. Each executive officer shall hold office for a term of two years, provided that any person serving as an executive officer of the Corporation shall not serve for more than two terms in the same capacity. The terms of each executive office shall run concurrently.
b. No person shall be eligible for nomination by the Nominating Committee for any executive office of the Corporation (other than the office of President) unless either (i) such person is a director or officer of the Corporation at the time of such nomination; (ii) such person has served as a director or officer of the Corporation within four years prior to such nomination; (iii) such person has served on the Program Committee of or as Division Coordinator for the Corporation within four years prior to such nomination; or (iv) such person has previously served as an editor of an AJS publication.
c. No person shall be eligible for nomination by the Nominating Committee for the office of President unless either (i) such person is an officer of the Corporation at the time of such nomination or (ii) such person has served as an officer of the Corporation within four years prior to such nomination. For the avoidance of doubt, there shall be no presumption that service by any executive officer of the Corporation in any capacity shall automatically entitle such executive officer to serve as President.
The President shall have the powers and duties usual to the office. The President shall have general and active control of all the affairs and business thereof.
The Secretary/Treasurer shall have and exercise all the powers and duties usually appertaining to the office of Secretary/Treasurer. The Secretary/Treasurer shall be responsible for providing to the Board a full report on the income and expenditures of the Corporation at least once per year, normally at a meeting of the Board held during the Annual Conference. The Secretary/Treasurer shall also keep the records of the Corporation and of the Board. The Secretary/Treasurer shall call meetings of the Board and shall perform such other duties as may be delegated by the Board.
The three Vice Presidents shall have the powers and duties as delegated to them by the President or the Board, subject to the provisions of this section. The Vice President for Membership shall serve as the Corporation’s representative to the American Council of Learned Societies and other appropriate organizations as determined by the Board. This Vice President will assume the duties of the President, should the President be unable to fulfill these duties. The Vice President for Program shall be responsible for the Annual Conference, supervising all aspects of the conference. The Vice President for Publications shall be responsible for the Corporation’s publications. This Vice President shall nominate editors, to be approved by the Board, and shall oversee the management of the publications.
The Executive Committee shall consist of the executive officers of the Corporation and the immediate Past President. The Executive Committee shall have such powers, duties and authority as may be delegated to it by the Board and specified by these bylaws. In the absence of any action by the Board to the contrary, the Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, to the extent permitted by applicable law.
The Nominating Committee shall consist of a Chair and six members, all of whom must be current Professional Members of the Corporation. The President shall nominate these individuals for a two-year term of service, and the Board shall approve the slate of nominees by majority vote no later than April 30 of the year in which the President assumed office. At least one individual on the Nominating Committee shall be a currently serving Elected Director at the time of appointment. Currently serving Officers may not serve on the Nominating Committee. No member of the Nominating Committee may be nominated as an Elected Director or as an Officer of the Corporation.
The nomination and election of Elected Directors shall proceed as follows: The Nominating Committee shall issue an open call for nominations and self-nominations, along with an explanation of roles and responsibilities of Board Members, to all Professional Members no later than June 15 of each year, with a deadline for nominations to be submitted no later than July 31. From the candidates identified by the Membership and additional candidates suggested by the Nominating Committee if desired, the Nominating Committee shall then prepare a slate of six candidates to be sent no later than October 1 to all Professional Members to vote on as a slate, with a deadline for votes to be submitted no later than November 15. All such nominations shall be set forth in an annual report of the Nominating Committee (the “Annual Nomination Report”). All elections shall take place online. Elections shall be by a majority of the votes of the Professional Members of the Corporation casting electronic ballots. The new Board Members elected by a majority of the voting Professional Members will take office at the first Board Meeting of the next AJS Conference in December. In the event that the slate does not pass, the Nominating Committee shall propose a new slate and another election shall take place in the manner described. If the slate is not approved prior to the AJS Conference, the new Elected Directors shall take office at the Board Meeting immediately following their election.
The nomination and election of Executive Officers shall proceed as follows: The Nominating Committee will issue an open call for nominations and self-nominations, along with an explanation of the Officers’ roles, responsibilities, and eligibility requirements, via email to all Professional Members no later than February 1 of the current Executive Officers’ second year in office, with a deadline for nominations to be submitted no later than February 28. From the candidates identified by the Membership, the Nominating Committee will nominate a President. The Chair of the Nominating Committee will confirm that individual’s willingness to serve and then solicit that individual’s nominations and input regarding candidates for the remaining Offices. The Nominating Committee will then nominate candidates for the remaining Offices, and the Chair will confirm their willingness to serve in those roles.
No individual may serve in multiple Offices simultaneously. The nominated Officers who have agreed to serve will constitute a slate, the election of which will occur concurrently with the election of Elected Directors in accordance with the terms of Article VII, Section 2. In the event that the slate does not pass, the Nominating Committee shall propose a new slate and another election shall take place in the manner described in that section. If the slate is not approved prior to the AJS Conference, the new Officers shall take office at the Board Meeting immediately following their election and the prior Officers shall continue to serve until that time.
Any Officer or Elected Director of the Corporation may resign from office at any time by delivering a resignation in writing to the President or, in the case of the President’s resignation, to the Secretary/Treasurer. This resignation will be effective on the date specified in the notice of resignation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.
Upon the vacancy of any Office other than that of President, the President shall nominate and the Board shall approve the appointment of a new Officer. This individual must be eligible under the terms of Article VI, Section 1. The appointed Officer will assume the responsibilities of that Office immediately upon Board approval and will serve for the remainder of the current term. As stated in Article VI, Section 4, the Vice President for Membership shall become President upon the resignation of the President, resulting in a vacancy of the Office of Vice President for Membership. Following the vacancy of an Elected Director position, the Nominating Committee will nominate an individual to serve the remainder of the term, if any, as part of the slate it sets forth in its Annual Nomination Report, with election to follow in accordance with the terms of Article VII, Section 2. The newly elected Director will take office at the first Board Meeting of the next AJS Conference in December. Service for a partial term due to vacancy does not count toward the term limits set forth in Article V, Section 2, and Article VI, Section 1.
Committees of the Board, such as the Executive Committee described in these bylaws, must consist of at least three Directors. Only current Directors may serve as voting members on Committees of the Board. The Board may, by resolution adopted by a majority of the Entire Board, create additional Committees of the Board and appoint members to such Committees. Except to the extent restricted by applicable law or the Articles of Organization of the Corporation, each Committee of the Board, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board. The President may establish working groups within the Board, but these groups shall not have the power and authority of the Board.
Committees of the Corporation, such as the Nominating Committee described in these bylaws, shall not have the authority to bind the Corporation or the Board. The Board shall, by resolution adopted by a majority of the Entire Board, create additional Committees of the Corporation and establish the appointment procedures and term limits of their members.
The Board may establish Task Forces of limited duration to make recommendations to the Board regarding specific strategic issues, opportunities, or concerns of the AJS membership. In so doing, the Board shall establish the Task Force’s mandate and duration of such Task Forces, the method by which its chair and members are selected, and the means by which the Task Force will remain in regular communication with the Board. The initial duration of a Task Force shall not exceed two years; the Board may renew the Task Force’s mandate and membership for up to four years in total. Task Forces shall not have the authority to bind the Corporation or the Board.
Each Committee and Task Force shall keep regular minutes of its meetings and report the same to the Board upon request. Committees and Task Forces may establish their own rules of procedure and hold their meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board.
The Corporation shall employ an Executive Director to serve as its chief administrative officer. The Executive Director shall effectuate the purposes of the Corporation and assure proper implementation of Board policies and directives. The Executive Director shall serve in an ex officio, non-voting capacity on the Board of Directors, the Executive Committee, and all other standing committees of the Board or the Corporation, unless otherwise precluded by statute, regulation, or a majority decision of the Executive Officers. The Executive Director is responsible for general charge of the day-to-day affairs of the Corporation. This includes, but is not limited to: the hiring, supervision, evaluation, and termination of employees; proposal of an annual budget to the Board; financial management; preparation of annual reports; coordination of the work of Committees of the Board; and execution of contracts on behalf of the Corporation. The Executive Director shall report to the Board, and the Board shall evaluate the Executive Director’s performance on an annual basis.
The fiscal year of the Corporation shall begin on January 1 of each year and end on the last day of December.
The Board is legally responsible for the financial well-being of the Corporation. The Board will approve a budget for the coming year of the Corporation at its annual spring meeting. Any specific unforeseen or unbudgeted expenses over the amount of $2,500 must be approved by the Executive Committee and reported to the Board; the Board must approve specific expenses over the amount of $10,000.
The following individuals shall be given access to withdraw, deposit, and transfer funds among the Corporation’s various accounts: President, Secretary/Treasurer, and Executive Director. These individuals shall also have access to view and receive all financial statements related to the organization.
Unless expressly prohibited by law, the Corporation shall indemnify and hold harmless any person made a party to an action, suit, or proceeding (whether civil, administrative, or investigative) by reason of the fact that such person is or was an officer, director, employee, or agent of the Corporation or serves or served any other organization at the request of the Corporation, against all expenses (including attorneys’ fees), judgments, fines, and amounts paid or to be paid in settlement incurred in connection with such action, suit, or proceeding, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance or omission of a duty.
The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such indemnified person may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than the persons designated in this Article may be entitled by contract, by vote of the Board of Directors, or otherwise under law.
These bylaws may be amended or repealed or new bylaws adopted at any regular or special meeting of the Board by vote of a majority of the full membership of such Board, provided that notice of the proposed action shall have been given in the notice for such meeting. All bylaws made by the Board may be altered, amended or repealed by the members.
The Corporation shall maintain in the Commonwealth of Massachusetts the original or attested copies of its Articles of Organization, bylaws and records of all meetings of Incorporators and members. Such copies and records may be maintained at the principal office of the Corporation or the office of the Secretary/Treasurer and shall be open at all reasonable times to the inspection of any member for a proper purpose. Upon the request of any member, the Secretary/Treasurer shall deliver to such member a copy of the bylaws of the Corporation. The bylaws shall be posted on the website of the corporation.