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Constitution and By-Laws Of The
Jewish Funeral Directors Of America, Inc.
Articles VI-X
Articles I-V Articles
XI-XVII
Article
VI
Elective Officers and their Election
Section I
The
members shall at an Annual meeting elect a President, Vice
President, Secretary, Treasurer, Sergeant-at Arms and four
(4) Members-at Large of the Executive Committee. Notwithstanding
the forgoing, no President may be reelected to succeed himself.
Section 2
All elected officers shall hold office for two (2) years or
until their respective successors have been elected and duly
installed, unless earlier removed as hereinafter provided
in Article VII, Section 7 hereof.
Section 3
In the event of the death of the President, or his temporary
or permanent disability, or his resignation or retirement,
the Vice President shall become Acting President with all
the powers of the President until the next election of officers.
Section 4
In the event of the death, disability, resignation or retirement
of the Vice President, Secretary, Treasurer, or Sergeant-at-Arms,
the Executive Committee shall appoint a Vice President, Secretary,
Treasurer, or Sergeant-at-Arms to serve until the next election.
Section 5
The members, at an Annual meeting, may confer the title of
Honorary Past President upon any Active or Associate member
entitled to this distinction because of meritorious distinguished
service to the profession of Association; provided, however,
that nominations for Honorary Past President shall first be
submitted in writing to the Secretary by no less than ten
Active members before the close of business session of the
third day of the Annual meeting. The Secretary shall, before
the close of such business session, announce said nomination
and proposers. The nomination must then be submitted for election
by secret ballot by no less than two-thirds of those present
and voting at such Annual meeting of the members.
Section 6
The duties of the President, Vice President, Treasurer, and
Sergeant-at-Arms shall be as follows, or as may otherwise
be specified by the membership or by the Board of Governors,
or assigned to them from time to time, and such as may be
required by law:
Duties of the President
(a) The President shall preside over all the meetings
of this association and over the meetings of the Board of
Governors and shall be chairman of the Executive Committee;
shall be ex-officio member of all committees and shall cast
the deciding vote whenever his vote would cause or break a
tie vote in any meeting at which he presides.
(b)
The President shall be the Chief Executive Officer of this
association and shall have broad and general powers of direction
and supervision over all the officers, committees and employees
except as hereinafter set forth. He shall have no power to
overrule or revoke any duly adopted action of the Board of
Governors or membership, and shall supervise the activities
of counsel. He shall be the Administrative Head of the Board
of Governors, and as such, shall supervise all officers and
employees of this association and see that this Constitution
and By-laws and the actions of the Board of Governors are
obeyed and carried into force and effect and shall report
to the Board of Governors and defection or dereliction of
duty by any officer or employee of this association.
(c)
He shall appoint all members of all committees, except as
otherwise provided herein.
(d)
He shall sign, together with any other authorized officer
all contracts and undertakings.
(e)
The President shall have power to call or cause to be called
Special meetings of the membership, of the Board of Governors,
and the Executive Committee, as well as any other committee.
Duties of Vice President
The Vice President shall perform such duties and undertake
such responsibilities as may be assigned to him from time
to time by the President.
During
the absence of the President, the Vice-President shall perform
the functions and administer the duties of the President.
Duties of the Secretary
(a) He shall attend all meetings of the association,
Board of Governors, Executive Committee and such other committees
as may require his attendance.
(b)
He shall have custody of the seal of the association and use
it when required to do so in the performance of his official
duties.
(c)
He shall perform such other duties, consistent with his official
position as may be prescribed by the Board of Governors.
Duties of the Treasurer
(a) The Treasurer shall supervise the financial activities
and responsibilities of the Executive Director, and oversee
the financial operations of the association. He shall
serve as Chairman of the Budget and Finance Committee.
(b)
Upon the termination of his office the Treasurer shall deliver
to his duly appointed or elected successor all books or records
of the Treasurer relating to the financial transactions of
the association.
(c) He shall submit annual statements of the financial
condition of the affairs of the association at the annual
meeting and at such other time or times as the Board of Governors
may direct.
Duties of the Sergeant-At-Arms
The Sergeant-at Arms shall assist in preserving order on the
floor at all meetings of the association and at such other
meetings as may require his attendance, and shall perform
such other duties as the Chairman of said meetings may direct,
and he shall have such other duties and responsibilities as
may be prescribed by the Board of Governors.
Article
VII
Board of Governors
Section 1
There
shall be a Board of Governors, which, subject to the mandates
and directions of the membership in a meeting assembled, shall
be the governing body of the association. The Board may adopt
such rules and regulations for the conduct of its business
as it shall deem advisable.
Section 2
The Board of Governors shall consist of the following members
in good standing:
Members of the Executive Committee, the Sergeant-at-Arms,
all Past Presidents, all Honorary Past Presidents, and fifteen
active members (the "Elected Members"), who shall
be elected as herein provided. Any vacancies in the Board
of Governors may be filled by the Board until the next annual
meeting.
Section 3
The term of each Elected Member of the Board of Governors
shall be three years. At each Annual meeting five (5) Elected
Members of the Board shall be elected. Additional Governors
shall be elected as may be necessary to fill vacancies and
unexpired terms of the Board.
Section 4
No Elected Member shall be elected to the Board of Governors
who shall have served on the Board for six (6) preceding years.
Section 5
Regular Meetings
The Board of Governors shall meet at least twice between the
Annual meetings at a time and place to be determined by the
Board of Governors. Such time and place shall be set at least
twelve (12) months before the date of such meetings.
In
addition to the aforesaid meetings, the Board of Governors
shall meet during the first day of each annual meeting at
a time to be designated by the President, for the purpose
of receiving reports of the membership, and for such other
purposes as may properly come before the meeting.
Special Meetings
Special meetings of the Board of Governors may be called by
the President and shall be called by the President upon written
request of ten members of the Board, for a date not less than
five (5) days following receipt of such request. The business
transacted at such Special meetings shall be limited to such
business as is specified in the call for such meeting.
Section 6
Twelve (12) members of the Board of Governors shall constitute
a quorum for the transaction of business. In the event that
less than a quorum of the Board is present at any duly convened
meeting of the Board of Governors called pursuant to notice
as herein provided, the affirmative vote of the number of
members necessary to take that action pursuant to these By-laws
shall constitute a valid and enforceable vote as if a quorum
were present and voting and empowered to act thereat with
the full authority of the Board.
Section 7
The Board of Governors may, with or without cause, and after
notice by registered or certified mail or no less than 20
days, remove any elected officer from office or any member
of the Board from the Board of Governors upon the vote of
three quarters of those present and voting. All members shall
receive a copy of the notice. This authority may not, however,
be exercised by the Executive Committee.
Article
VIII
Compensated Employees
Section 1
The
association may engage an Executive Director and retain an
attorney to serve as counsel to the association. The Board
of Governors may, subject to approval by the membership, from
time to time establish such positions for other compensated
employees as may be deemed appropriate to fulfill the needs
and objectives of the association.
Section 2
(a) In the event of a vacancy the Executive Committee
shall hire the Executive Director and/or Counsel, each shall
serve until the next Annual Meeting of the association.
(b)
The Executive Director and Counsel, if approved in accordance
with the foregoing, each shall serve upon the terms and conditions
acceptable to them and approved by the membership.
Section 3
The Executive Director shall report to the President, shall
be responsible for the administration and coordination of
the operations of the association, and shall supplement the
duties of an work in conjunction with the Secretary, Treasurer,
and Counsel, in accordance with the guidelines formulated
by the Executive Committee.
Section 4
The duties of the Executive Director shall include, without
limitation, the following:
(a)
To receive and give receipt of all monies coming into his
or her hands belonging to the association and deposit same
in the name of the association in such depositories as may
be authorized by the Board of Governors.
(b)
The Executive Director shall keep a correct record of all
sums received by him or her for or on account of the association
and of all sums expended and costs incurred by or on behalf
of the association.
(c)
The Executive Director shall keep a correct record of the
minutes of all meetings of the Board of Governors, the Executive
Committee and the members.
(d)
The Executive Director shall perform such other duties as
may be assigned by the President.
Section 5
Compensation for the Executive Director shall be fixed by
the Board of Governors in an amount mutually agreeable to
the Executive Director and the Board.
Section 6
Counsel shall be compensated in an amount mutually agreeable
to counsel and the Board. Counsel shall advise and represent
the association generally in all legal matters.
Article
IX
Nominations and Elections
Section 1
The Nominating Committee shall nominate one Active member
for each of the offices to be filled and for each vacancy
on the Board of Governors to be filled at the Annual meeting.
The Nominating Committee shall hold a meeting close to the
place of the Annual meeting for the purpose of receiving and
considering suggestions and recommendations; the date and
time of such meeting shall be announced at the Annual meeting
on the day preceding such Nominating Committee meeting. In
addition, the Nominating Committee shall nominate at such
Annual meeting for each of the four (4) Elected Members of
the Board of Governors to be filled to serve two year terms
on the Executive Committee as Members-at-Large; and the Committee
shall submit a list of such members in writing to the Annual
meeting before the close of the business session of the second
day of the Annual meeting.
Section 2
Any ten members may, before the start of the business session
of the third day of the Annual meeting, and before the election,
propose in writing and deliver to the Secretary, the names
of Active members as candidates for any or all of the offices,
vacancies in the Board, and Members-at-Large of the Executive
Committee to be voted on such Annual meeting, and the Secretary
shall, before the election and the close of such sessions,
announce said list of candidates and proposers.
Section 3
The election of Officers, Members-at-Large, and Governors
shall be on the third day of the Annual meeting.
Section 4
The Candidate for office for whom a majority of the votes
has been cast shall be declared elected. If there are more
than two candidates for an office, and none shall receive
a majority of votes cast on the first ballet, then there shall
be a run-off election between the two candidates of whom the
highest number of votes has been cast, and the candidate for
whom the highest number of votes is cast is such run-off election,
shall be declared elected.
Section 5
The voting for election to Board of Governors shall be cumulative
voting; each Representative present shall be entitled to cast
as many votes as there are vacancies to be filled on the Board
of Governors, but no members shall be permitted to cast more
than one vote for any one candidate. No ballot in such election
shall be valid unless the members shall cast as many votes
as there are vacancies. The candidate or candidates receiving
the highest number of votes cast for any term on the Board
shall be declared elected.
Section 6
Election for all Officers, Members-at-Large, and for members
of the Board of Governors shall be by secret ballot, unless
there shall be no nominations for the office for the vacancy
or vacancies on the Board of Governors, other than what was
submitted by the Nominating Committee.
Section 7
The President shall appoint three members to serve as tellers,
who shall take charge of, canvass, and announce the vote.
Section 8
The elections at the Annual meeting shall be in the following
order: President, Vice President, Secretary, Treasurer, Sergeant-at-Arms,
Board of Governors, and Members-at-Large of the Executive
Committee.
Article
X
Fiscal Year and Association Funds
Section 1
The fiscal year of the association shall begin on the first
day of January of each year and end on the thirty-first day
of December of the same year.
Section 2
The Board of Governors shall designate the depository of the
association funds that shall be subject to withdrawal upon
the signature of the Treasurer or President. The President
or Treasurer shall be bonded in such amount as shall be fixed
by the Board of Governors.
Section 3
The Board of Governors may designate one of its members to
sign checks or to sign or approve vouchers, for a limited
time, in place of the Treasurer or President, during the temporary
absence or disability of any of them. Such designee shall
be bonded in the same amount as the President or Treasurer.
Section 4
Nothing contained in any article of this Constitution and
By-laws shall be construed as prohibiting the acceptance and
use, from any person, association, firm, or corporation, of
any money without contribution.
Articles
IV
Articles XI-XVII
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