Bylaws of the United Jewish Appeal / Federation of Ventura County Adopted July 18, 1994; Amended January 18,1996
ARTICLE I: Name and Legal Authority
1. The name of the organization shall henceforth be "United Jewish Appeal I Federation of Ventura County", and known in this document as "the Federation",
2. The legal governing authority of the Federation is to be the Board of Directors.
ARTICLE II: Statement of Purpose
1. The United Jewish Appeal/Federation of Ventura County is a charitable non-profit public benefit corporation, formed to further and promote these specific and primary corporate purposes:
(1a) The Federation shall conduct fundraising activities on behalf of local, as well as national and overseas agencies, such as the United Jewish Appeal, and shall allocate and
disburse such funds among them;
(Ib) The Federation shall foster cooperation within and look to further the welfare of the Jewish Community;
(Ic) The Federation shall help promote the religious, philanthropic, communal, educational and social welfare activities of the Jewish Community;
(Id) The Federation shall represent the local Jewish community within the general community and with regional and national Jewish organizations;
(Ie) The Federation may receive by gift, endowment, bequest, device or other means,
cash, real property, or personal property, both tangible and intangible, and may hold same
in trust or otherwise, or may transfer, convey and distribute these as it deems best to
promote the purposes of the Federation.
ARTICLE III: Geographic Scope of Activities
1. The Federation region falls within Ventura County. primarily those areas west of the Conejo Grade, including (but not limited to) the communities of Camarillo, Fillmore, Moorpark, Oak View. Ojai, Oxnard, Port Hueneme, Santa Paula, Saticoy, Somis, Ventura and their environs.
2. The Federation recognizes that some areas in the county (e.g. communities in the Conejo Valley and Simi Valley) are affiliated with the Los Angeles Federation Council. San Fernando Valley Region, and will not focus campaign or programming in those areas.
ARTICLE IV: Board of Directors
(Ia) The Direction of the Federation shall be by a Board of Directors and its Officers.
(lb) The Federation Board of Directors shall consist of no less than 15 and no more than 25 directors. The precise number shall be fixed from time to time by resolution of the Board of Directors within the limits specified by this Bylaw or by any amendment to this Bylaw duly adopted as provided for herein.
2. Selection of Board Members.
(2a) Eligibility. A candidate for the Board of Directors must:
(2a.i) be a resident of the Federation's service area, at least 18 years of age~ and
(2a.ii) have made a contribution of$300 or more to the current annual Campaign
of the Federation; and
(2a.iii) have previously served on a committee of the Federation or the UJA of Western Ventura County at any time during the three years immediately prior:-to his/her nomination. This requirement may be waived by a majority of the Board of Directors.
(2b) Election. Elections for the Board of Directors shall be held once each year, no later
than the month of May; the exact date of the election to be determined by the Board. An
Elections Committee shall be appointed by the President of the Federation no later than
four months prior to the election date. The Elections Committee shall be responsible for:
(2b.i) Notification. Making notification to the Jewish community of Board eligibility requirements as set forth in these Bylaws through notice to the affiliated organizations and through the Federation newsletter. Notification shall take place no less than three months prior to the election date.
(2b.ii.a) All nominations must be supplied in writing. with any necessary supporting documentation. to the Chair of the Elections Committee. no less than 45 days prior to the ejection date.
(2b.ii.b) Any person eligible to be a Director under these Bylaws may be
nominated by a current Director of the Board~ or by an official action of an
affiliated organization of the Federation~ or by a petition of nomination
signed by 25 people who have each contributed $25 or more to the current
annual campaign of the Federation (petition forms shall be made available by the Federation office).
(2b.iii) Verification of Nominees. The Elections Committee shall verify the eligibility of all nominees and shall present a list of qualified nominees to the Board of Directors no less than 30 days prior to the election date.
(2c.i) The new Directors shall be elected at a meeting of the Board of Directors as prescribed in these Bylaws.
(2c.ii) Each member of the board shall receive a list of all qualified candidates.
(2c.iii) Voting shall be by secret ballot; no Director may vote by proxy.
(2c.iv) Each member may vote "yes" or "no" for any candidate. Each member
may cast only as many "yes" votes as there are seats on the board to be filled. No
member may cumulate votes for any candidate.
(2c.v) A candidate must receive a majority (50% plus one) "yes" votes of the total votes cast to be eligible for election. Abstentions and blank votes shall be counted as "no" votes. Candidates shall be ranked according to the number of "yes" votes received. The candidates receiving the highest number of "yes" votes, up to the number of directors to be elected, shall be declared elected.
(2c. vi) In the case of a tie in the ranking for the last seat to be filled, a run-off
ballot shall be cast. Each board member may cast only one vote for anyone
run-off candidate. The candidate who receives the greater number of votes shall
be ejected to the board.
(2d) Terms of Directors.
(2d.i) Directors shall serve a two year term, except as provided under the Transitional Board Bylaws.
(2d.ii) Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required in these Bylaws.
(2d.iii) The terms of the Directors shall be staggered, so that approximately half the Board shall be elected each year.
(2d.iv) The Directors shall serve without compensation
(2e) Directors By Virtue of Their Office.
(2e.i) The following shall be voting Ex Officio Directors of the Board, provided they meet the qualifications for Directors:
(2e.i.a) The Women's Division Chair;
(2ei.b) The Maimonides Society Chair;
(2e.i.c) The Cardozo Society Chair.
(2e.ii) The following shall be non-voting Ex Officio members of the Board of
Directors, who do not count in the numerical limit on board size, and need not
meet the qualifications for Directors of the Board stipulated in Bylaw IV(2a):
(2e.ii.a) The President or one designated representative of each affiliated
(2e.ii.b) Rabbis serving affiliated congregations;
(2e.ii.c) Executive Directors of affiliated organizations;
(2e.ii.d) The Executive Director of the Federation.
ARTICLE V: Officers
1. The officers of the Federation shall be President, Vice-President, Secretary, and Treasurer.
2. Every officer shall currently be serving as a Director of the Board. The terms of Officers shall be concurrent with their terms as Directors.
J. Officers shall have served at least one year previously on the Board before taking office.
4. 4. Any candidate for President must have previously served at least one year as a UJA Federation officer, or as an affinity group chairperson (Cardozo Society, Maimonides Society, Women's Division), or as the chairperson of a standing committee (Allocations, Budget, Campaign, Community Relations & Programs, Operations). The President may not serve concurrently as a responsible officer of any affiliated organization.
5. The President shall appoint a Nomination Committee which shall propose candidates for vacant offices. Officers shall then be elected by the Board of Directors.
6. Resignation or Removal of Officers.
ARTICLE VI: Powers of tile Board of Directors
I. The Directors shall exercise the powers of the Federation, control its property, and conduct its affairs, except as otherwise provided by law, by the Articles of Incorporation, or these Bylaws; in addition, the Board of Directors shall have the power to:
(Ia) Make all policy decisions;
(1b) Approve the budget and allocations~
(Ie) Approve any nominees for vacancies on the Board of Directors or in any office occurring between the regular annual elections for the Board of Directors. Any persons so elected to the Board shall serve until the following regular annual regular election.
(Id) Employ personnel as necessary for the successful achievement of the objectives of the Federation;
(Ie) Prepare annually a full report of the activities of the Federation for inspection by any contributor to the Federation;
(1f) Review any matter brought to the Board of Directors by any board member on his or her own behalf or on behalf of a member of the community.
2. Except as otherwise provided in these Bylaws, or by law, every decision made by a majority of the directors present at a meeting duly held at which a quorum is present and voting shall be the act of the Board of Directors.
3. Any given action required or permitted to be taken by the Board of Directors may be taken without a meeting, if two-thirds of the members of the Board of Directors individually or collectively consent in writing to said action. Such written consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such directors in a meeting.
ARTICLE VII: Affiliated Organizations
1. Affiliate status may be requested by any Jewish organization meeting the following requirements:
(la) Is registered as, or is a chapter of a non-profit organization, so registered under
Internal Revenue Code section 501(c)(3).
(lb) Have at least 25 members (18 years or older), where the organization is a membership-based organization, or is incorporated in California as a non-membership non-profit corporation; and be based in the service area of thee Federation, as described in Article III(l);
(Ie) Been in existence for at least one year;
(1d) Have religious, philanthropic, cultural, community relations, educational, social
welfare and/or social purposes in keeping with the purposes of the Federation~
(Ie) Receive approval of the Board of Directors of the Federation;
(It) Supports the annual campaign of the Federation with its human and/or organizational resources.
2. Autonomy. The Federation shall neither impinge upon nor restrict the autonomous operation of any affiliated organization.
3. Affiliated Organizations may: (3a) nominate candidates for the Board of Directors. As provided in these Bylaws; (3b) appoint one representative to serve as a non-voting Ex Officio member of the Board of Directors; (3c) propose members to serve on committees of the Federation; and (3d) solicit cooperative services from the Federation.
4. Termination of Affiliation.
(4a) An affiliated organization may terminate its affiliation with the Federation by written notice delivered to the Secretary of the Federation thirty days before the effective date.
(4b) The Federation may cancel the affiliation of an organization for cause by a two-thirds vote of the Board of Directors present at a meeting called for the purpose of considering such termination. The affiliated organization shall first be given an opportunity for a
hearing before the Board of Directors of the Federation, and notice shall be sent to the
organization at least ten days prior to such hearing.
ARTICLE VlII Duties of Officers
I. President. The President shall be the representative of the Board of Directors, and:
(la) shall preside at all meetings of the Board of Directors and the Executive Committee;
(Ib) shall have general control and management of the affairs, property. and business of the Federation, subject to the control of the Board of Directors and provisions of these Bylaws;
(Ie) may, when duly authorized by the Board of Directors, sign and execute in the name of the Federation: deeds, assignments, mortgages, bonds, contracts, and other instruments;
(1d) shall have the power to appoint and remove any chairperson of any Standing
(Ie) shall have the power to approve or disapprove the formation of, membership in, and chairpersons of all ad hoc committees provided for by the Board;
(1 f) shall whenever it may be necessary in his/her opinion, subject to direction from the
Board, prescribe the duties of officers and employees of the Federation whose duties are
not otherwise defined in these Bylaws or by the Board; and
(lg) generally shall perform duties incident to the office of President and such other duties as may from time to time be assigned to the Board of Directors.
(2a) The Vice-President shall preside at meetings in the President's absence~ and
(2b) Shall, in the President's absence or when the President is unable to perform due to
serious disability, assume the scheduled responsibilities, duties and powers of the President
and shall perform such other duties and posses such other powers as shall be prescribed
and conferred by the Board of Directors or by the President.
3. Secretary The Secretary shall:
(3a) certify and keep at the principal office of the Federation the official copy of these Bylaws as amended or otherwise altered to date; (3b) file minutes of meetings at the principal office of the Federation, or at such other place as the Board of Directors may require. These shall record the time and place of meeting, whether regular or special (if special, how authorized, notice given thereof), the names of those present or represented at meetings of members and the proceedings thereof;
(3c) see that all notices are duly given in accordance with the provisions of these Bylaws
or as required by law;
(3d) be custodian of the records and of the seal of the Federation, and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Federation under its seal is authorized by law or these Bylaws~
(3e) exhibit at all reasonable times to any member of the Board or to his agent or attorney, on written demand therefore, the Bylaws and the Minutes of Meetings of the Board of Directors of the Federation;
(3f) show, at reasonable times, to members of the general public, on written request, the
Bylaws and the Minutes of Meetings of the Board of Directors of the Federation~ and
(3g) in general, perform all duties normally incident to the office of Secretary, and such other duties as maybe required by law, by the Articles of Incorporation of this Federation, or these Bylaws, or which may be assigned to him/her from time to time by the Board of Directors or by the President;
4. Treasurer. The Treasurer shall:
(4a) Keep the Federation Book of Accounts (see Article XVI) and shall disburse funds only as directed by the Board of Directors; and
(4b) Also perform such duties as may from time to time be assigned to him/her by the
Board of Directors or by the president concerning finances, collection of pledged
contributions, records, funds and securities of the Federation.
ARTICLE IX: Meetings
I. Quorum. A majority (50% +1) of the authorized number of voting Directors constitutes a quorum of the Board of Directors for the transaction of business, except as hereinafter provided.
2. Voting by proxy. Directors may not vote by proxy except as otherwise provided in these Bylaws or as specifically approved by a vote of the Board of Directors.
3. Call of Meetings.
(3a) Regular Meetings. The Board of Directors shall hold regular meetings not less than ten times annually. The exact dates of the regular meetings shall be determined by the ruling of the Board of Directors with notice of the date, time and location of the meeting to be delivered, either verbally or in writing, at least seven days prior to the meeting.
(Jb) Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two Officers or by any three directors.. Notification of special meetings shall be delivered, either personally, by telephone, by fax, or by writing, at least two days prior to the meeting.
4. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If any meeting is adjourned for more than 24 hours, timely notice of the adjournment shall be given to the Directors who are not present at the time of the adjournment.
5. Validation of Meeting Defectively Called or Noticed. The transactions of any meeting of the Board of Directors, however called or noticed and wherever held, shall be valid provided a quorum IS present.
6. Any action item desired by a board member is to be tabled as a written motion at the Board meeting preceding the one at which it is to be on the agenda.
7. With the prior consent of the President, a motion may be added to the agenda of the upcoming Board meeting if the written motion is provided to the Executive Director before the mailing of the notice and agenda for the upcoming Board meeting.
8. A motion may be added to the agenda past this deadline, which the President agrees deals with an emergency, and is approved for consideration by two-thirds of the board members present at the meeting.
9. A motion which requires an expenditure of funds not previously budgeted must specify a new compensatory source of income, or specify what previously budgeted amount shall be transferred to balance the new unbudgeted expenditure.
ARTICLE X: Removal of a Member of the Board
1. Removal for Cause. A majority of the Board of Directors may remove a Director on the occurrence of any of the following events:
(Ia) The Director has been declared of unsound mind by a final order of the court;
(lb) The Director has been convicted of a felony;
(Ie). The Director has four unexcused absences from the monthly, regular meetings of the Board of Directors.
Removal Without Cause. Any Board member may be removed without cause if such removal is approved by a two thirds vote of the Board of Directors.
3. Resignation of Director. Any director may resign effective on written notice to the President, Secretary, or the Board of Directors of the Federation, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be elected to take office on the date the resignation becomes effective. A director shall not resign if the Federation would then be left without a duly elected director or directors in charge of its affairs.
ARTICLE XI: Vacancies in the Board
1. Vacancies on the Board of Directors shall occur from the death, resignation, or removal of any director; whenever the number of directors authorized is increased; or on the failure of the members of the Board in any election to elect the full number of directors authorized.
2. Vacancies on the Board of Directors may be filled by a vote of the majority of the Directors then in office. even if less than a quorum, in accordance with provisions described in these Bylaws in Article V (2a).
ARTICLE XII: Office
1. The principal office of the Federation shall be at such place in Ventura County as shall be designated by the Board of Directors.
ARTICLE XIII: Nonliability of Directors
I. Directors shall not be personally liable for the debts, liabilities or other obligations of the Federation.
ARTICLE XTV: Indemnity By Federation for Litigation Expenses of Officer, Director or Employee
1. Should any Director, Officer or employee of Federation be sued on allegations relating to proper activities on behalf of or for the Federation, then his/her reasonable expenses, including attorney's fees incurred in the defense of the proceeding, may be reimbursed to said Director, officer or employee upon the majority vote of the Board of Directors at a duly called meeting with a quorum present. If it is determined in court or by a stipulation of the parties, that said Director's, Officer's or employee's liability arose as a result of services rendered in good faith on behalf of the Federation by said Director, Officer or employee such sum shall likewise be reimbursed to him/her. The foregoing notwithstanding, in lieu of reimbursement, the Federation may agree to defend, indemnify and hold harmless said Director, Officer or employee,
2. The Federation shall hold standard Directors and Officers liability insurance to protect Directors, Officers and employees against such liability suits.
ARTICLE XV: Committees
1. Standing Committees. The following Standing Committees are established:
(1 a) Executive Committee. This committee shall consist of the President, Vice President, Treasurer, Secretary, Immediate Past President, Campaign Chairperson, Operations Chairperson, and the Women's Division Chairperson. The purpose of the Executive Committee shall be to discuss. Federation affairs between Board Meetings and make recommendations to the Board of Directors.
(lb) Campaign Committee. The function of the Campaign Committee shall be to direct the annual campaign to raise funds for the use of and charitable distribution by Federation.
(Ic) Allocations Committee. The Allocations Committee will recommend to the Board of Directors which local, regional, national and overseas agencies shall be beneficiaries of accumulated campaign-acquired funds, and will recommend the individual allocations to be made to each beneficiary. (J d) Budget Committee. The Budget Committee will review and recommend to the Board of Directors the annual budget for the Federation. (Ie) Programming and Community Relations. The PCR Committee shall be responsible for proposing community programs which further the goals of the Federation and executing those chosen.
(I t) Operations Committee. The Operations Committee shall be responsible for the successful operation of the Office, oversight on behalf of the Board, and communication between Board members and the Office.
2. Committee Membership.
(2a) The chairperson and other members of each committee are chosen by the President.
(2b) The chairpersons of Standing Committees shall have the power and duty to appoint the chairpersons for their respective subcommittee. They may create ad hoc subcommittees and give directions to said subcommittees to accomplish the missions of the Standing Committee. (2c) The President and Vice-President shall be ex officio members of all committees of the Federation.
ARTICLE XVI: Corporate Records
1. Books of Account. The Federation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
2. Records Available. On request of any governmental officer, the Federation shall make available at its principle office in California or at a place mutually acceptable to that officer and the Federation, a true copy of its business records relevant to any matter lawfully required into, including, without limitation: the amount, cost and value of property, subject to local assessment, which it owns, claims, possesses, or controls. Such records shall also be made available to a member of the Board of Directors who reasonably requests inspection.
3, Financial Report. The Board of Directors shall provide for the preparation of a written annual report including a financial statement. Such report shall summarize the Federation's activities for the preceding year and activities projected for the forthcoming year;
(3a) The financial statement shall consist of a balance sheet as of the close of business for the federation's fiscal year, shall contain a summary of receipts and disbursements, and shall be certified by two (2) board members or a certified public accountant.
(3b) A copy of the annual report shall be delivered to each board member no later than five (5) days prior to the annual regular meeting of the Board of Directors.
4. Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal, if adopted, shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.
ARTICLE XVII: Fiscal Year
I. The fiscal year of the Federation shall begin on the first day of July and end on the last day of June of the next year.
2. For governmental reporting purposes (e.g. with the Internal Revenue Service, Franchise Tax Board), the calendar year (January I to December 31) shall be the reporting year.
ARTICLE XVIII Bylaws
1. Effective Date. These Bylaws shall become effective immediately upon their adoption, and shall supersede Bylaws previously approved, namely "Bylaws of United Jewish Appeal of Westem Ventura County, Inc." (1983) and "Official Manual of Policies, Operations and Procedures of United Jewish Appeal of Western Ventura County, Inc." (1991).
(2a) Any proposed Bylaw amendment shall be noted in writing to the members of the Board of Directors at least four (4) weeks prior to the meeting at which such amendment is to be considered.
(2b) Approval by two-thirds (2/3) of the Board is required for adoption of the
(2c) Amendments to these Bylaws will become effective immediately upon their adoption unless the Board of Directors of the Federation in adopting them provide that they are to become effective at another date.
ARTICLE XIX: Transitional Board
I. Upon adoption of this document (these Bylaws), the Board and Officers of the UJA shall continue in their current positions as the Board of Directors and Officers of the Federation.
2. The President shall poll the Directors and determine which are willing to serve a shortened one-year term, until June 30. 1995, instead of a two-year term. If less than half the Directors agree to serve a one-year term, the remaining Directors who shall serve a one-year term shall be chosen by lot. All other Directors shall serve until June 30, 1996.
3. The President shall appoint an Elections Committee who shall solicit nominations from Affiliated Organizations and the Jewish Community to fill the remaining spaces on the Board. The elections shall be conducted as provided in the Bylaws herein. The Board shall determine the number of half-tern positions and the number of full-term positions~ these positions shall then be assigned to the elected directors by lot.
ARTICLE XX: Liquidation of the Federation
1. The Federation shall be liquidated in the event of:
(la) A vote of three-quarters of the Board of Directors then in office~ or
(lb) If the number of Directors serving on the Board falls to three.
2. Upon a decision to liquidate the Federation, and following the settlements of its legal debts am obligations, all remaining assets shall be transferred to the national United Jewish Appeal (New York office).
CERTIFICATE OF SECRETARY OF UNITED JEWISH APPEAL OF WESTERN VENTURA COUNTY, INC.
henceforth to be known as
UNITED JEWISH APPEAL / FEDERATION OF VENTIJRA COUNTY
A California Nonprofit Corporation
I hereby certify that I am the duly elected and acting Secretary of said Corporation and that the foregoing Bylaws, comprising thirteen (13) pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof held on July 18, 1994. Dated: 1984 Secretary of the Board of Directors.