BYLAWS

ARTICLE I NAME & HEAD OFFICE

The name of the Corporation shall be the COLUMBIA JEWISH FEDERATION, hereinafter referred to as “Federation,” a South Carolina Non-Profit Corporation. The Columbia Jewish Federation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code. Its principal office shall be in Richland County, South Carolina, or such other address as shall be determined by the Board of Trustees. Unless otherwise stated herein, “the Board of Trustees” shall refer to the Board of Trustees of Federation.

ARTICLE II MISSION & PURPOSE

The mission of the Federation is to engage and strengthen our community to build a vibrant Jewish future. To this end, and in all efforts, the Federation embraces the values of K’lal Yisrael, Tikkun Olam, and Tzedakah.

A focal point of this mission is the Federation’s role as the umbrella organization for Jewish philanthropic, social service, welfare, educational, cultural, community relations, and community-wide activities. The Federation seeks to address the needs of the community’s diverse population while nurturing and supporting Jewish efforts locally, in Israel, and around the world.

Section 3.1 – Individual Membership

ARTICLE III MEMBERSHIP & AFFILIATION

Individual members are those persons whose values are aligned with the Federation’s purpose and made or satisfied a financial pledge consistent with the Federation’s gift acceptance policy and who are approved for Individual Membership in accordance with the policies and procedures established by the Board of Trustees.

Section 3.1.a – Rights of Individual Members

Each Individual Member is entitled to a single vote at Federation Member meetings.

Section 3.1.b – Meetings of the Individual Members

The Federation shall conduct an Annual Meeting of the Members within the last quarter of the fiscal year, at a time and place to be determined by the Board of Trustees. The Annual Meeting shall elect the

officers and members of the Board of Trustees to fill open Board and/or Officer positions. Members will also vote on any other agenda items presented for decision at the Annual Members Meeting in accordance with the policies and procedures established by the Board of Trustees.

Notice of the Annual Meeting shall be given to the general membership at least thirty (30) days prior to the date scheduled and approved by the Board of Trustees.

Individual Members may petition the Board of Trustees to convene an Individual Members meeting in accordance with the policies and procedures established by the Board of Trustees.

Section 3.1.c – Decisions

Decisions at any Members' meeting shall be taken by a majority vote. Members may designate another Member as their proxy, and that designated Member with the proxy may cast that vote on behalf of the member who provided the Proxy. If the Member who designates a proxy attends the meeting for which the proxy is provided, that Member may void the proxy and participate in whatever votes are taken. A vote via email will also suffice.

Section 3.2 – Affiliate Agencies

Any Jewish organization in greater Columbia whose purposes support and enhance the mission and purpose of the Federation shall be eligible for Affiliation.

Section 3.2.a -- Approval of Affiliate Agency Status

Affiliate Agency status must be approved by the Board of Trustees in accordance with the policies and procedures established by the Board of Trustees.

Section 3.3 - Removal from Individual Membership or Affiliate Agency Status

Removal from Individual Membership or Affiliate Agency status must be approved by the Board of Trustees in accordance with the policies and procedures established by the Board of Trustees. Removal shall require a two-thirds vote of the Board of Trustees. The Individual Member or the Affiliate Agency must be given the opportunity to be heard by the Board of Trustees prior to the vote of dismissal.

ARTICLE IV BOARD OF TRUSTEES

All powers of the Corporation shall be exercised by or under the authority of the Board of Trustees, which is vested with the power and authority to do and perform all acts and functions not inconsistent with federal and state laws, the Federation’s Articles of Incorporation, and these Bylaws.

The Federation’s trustees are required to act in a fiduciary capacity on behalf of the Federation and the Jewish community to further the Federation’s Vision, mission, and values. The Federation’s trustees must put the interests of the Federation and the broader Jewish community above their own self-interests. All Members of the Board of Trustees must sign and adhere to an annual Conflict of Interest Statement.

Section 4.1 – Board of Trustees

The Board of Trustees shall consist of no fewer than eleven (11) and no more than fifteen (15) members, having met the criteria established in a written policy approved by the Board of Trustees and nominated as hereinafter provided. The Trustees shall be elected at-large from the individual membership of the

Federation for staggered terms of three (3) years. Each member of the Board shall have one vote.

The terms of members of the Board of Trustees elected at the Annual Members Meeting shall commence on January 1 following their election. Members appointed or elected to the Board to fill vacant positions shall take office immediately upon appointment or election.

Section 4.2 – Eligibility for Individual Board Membership

Only those individuals who are considered “members of the Federation” (see section 3.1), who have attained the age of 18, and are current contributors in good standing with the Federation, shall be eligible for individual membership on the Board of Trustees.

Section 4.3 – Duties and Obligations of the Board of Trustees

The specific duties and obligations of those serving as Officers and Trustees shall be established in a written policy approved by the Board of Trustees. Attendance in the form of 75% of meetings in each year is expected.

Section 4.4 – Meetings of the Board

The Board of Trustees shall meet at such times and in such places as they may determine and not less often than ten (10) times per year. Additional meetings shall be held as (a) scheduled by the President,

(b) as requested in writing by two officers of the Board, or (c) as requested in writing by five (5) Trustees, setting forth the purpose for which the meeting is to be held.

Section 4.5 – Notices

Notice of all meetings of the Board shall be given in advance to each member of the Board in a manner approved by the Board of Trustees and included in the Board-approved policy. In lieu of a meeting, the Board may be polled by the President to adopt and approve any one or more resolutions or actions in accordance with Board-approved policy.

Section 4.6 – Quorum of the Board

A simple majority (i.e., half plus one) of the full membership of the Board shall constitute a quorum. Unless otherwise provided in these bylaws, all actions of the Board shall be binding if approved by a majority of those present at a meeting of the Board where there is a quorum.

Section 4.7 – Removal

Any elected member of the Board may be removed before the expiration of the term, in accordance with Board-approved policy, by at least two-thirds (2/3) of the votes cast at a duly scheduled Board meeting for which prior notice specifying the purpose has been given and where the Board member is afforded the opportunity to be heard by the Board prior to the vote for removal.

Section 4.8 – Vacancies

Vacancies in the individual membership of the Board may be filled by appointment for the duration of the term by the President, subject to affirmation by a majority vote of the Board at the meeting immediately following the appointment.

Section 4.9 – Fiscal Year & Fiscal Policy

The fiscal year of the Federation shall be the calendar year.

The Federation’s Board of Trustees shall ensure the maintenance of a comprehensive list of financial policies, procedures, and records. The Board of Trustees may establish, alter, or remove the Federation’s policies and procedures by a simple majority vote.

The Board of Trustees shall ensure accurate books and records are kept. Such records must meet the non-profit accounting standards set forth by the Financial Accounting Standards Board (FASB).

Section 4.10 – Documents Retention and Destruction Policy

The Board of Trustees shall establish and follow a Documents Retention and Destruction Policy in accordance with the laws and best practices.

Section 4.11 – No Remuneration of Trustees

Trustees shall receive no remuneration.

Trustees may be reimbursed for expenses incurred in the performance of their duty as a Trustee in accordance with Board established policy.

Section 5.1 - Officers

ARTICLE V OFFICERS

At the Annual Meeting and in accordance with the policies approved by the Board of Trustees and the procedure hereinafter set forth, the officers of the Board of Trustees shall be elected.

5.1(A)  President

The President, subject to the control and direction of the Board of Trustees, shall have the responsibility and authority to direct the affairs of the Federation, shall preside at all meetings of the Board, shall be an ex-officio member of all Federation committees, and serve as the officer to whom the Executive Director shall report.

The President shall, with Board approval, select up to two Presidential Appointees to serve on the Board of Trustees. These appointees will be non-voting members of the Board of Trustees.

The President shall, with Board approval, appoint the chairpersons of committees, shall have the power, with Board approval, to create such ad hoc committees as deemed appropriate, and shall oversee the fulfilment of all policies and actions established by the Board or mandated by these bylaws.

5.1(B) Immediate Past-President

The Immediate Past-President shall generally assist the President when so requested, exercise and perform such other powers and duties as are delegated by the President, and shall serve as the Chair of the Nominating Committee.

5.1(C)  Vice-President

The Vice-President shall, in the absence or disability of the President, assume and perform the duties and exercise the powers of the President, and shall generally assist the President when so requested and exercise such other powers and perform such other duties as may be delegated by the President.

5.1(D)  Treasurer

The Treasurer shall have custody of all accounts and funds belonging to Federation, subject to the approval and order of the Board of Trustees, and perform such duties ordinarily performed by such office and such duties as from time to time may be assigned by the President. The Treasurer shall render to the President and the Board of Trustees, at its regular meetings, an account of the financial condition of the Federation. The Treasurer shall serve as the Chairperson of the Finance Committee

5.1(E)  Secretary

The Secretary shall ensure the keeping and distribution of the recordings of proceedings of the Board of Trustees to its members, shall ensure notice of all regular meetings and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President. The Secretary shall receive and circulate the report of the Nominating Committee, in accordance with board policy.

Section 5.2 – Election of Officers

The officers shall be elected by the members at the Annual Meeting.

Section 5.3 – Terms of Office

Officers shall be elected for a term of two (2) years and shall serve until their successors are elected. If any office becomes vacant during the year, the Executive Committee shall elect a successor to be approved by the Board of Trustees.

Section 5.4 – Limitation on Terms of President

No person shall serve for more than two (2) consecutive terms as President, but s/he shall be eligible to serve again following the passage of two (2) years between the most recently completed and subsequent terms.

ARTICLE VI COMMITTEES

The Board of Trustees shall establish standing committees of Federation, as outlined herein, and may also establish standing and other such committees as it determines may be necessary. The President shall appoint the chairs of the Federation’s standing committees, with the consent of the Board. The President or, with the consent of the President, the Chair of each committee, shall appoint members of said committees.

Standing Committees of Federation, their function, and responsibilities shall be governed by the policies and procedures set forth and approved by the Board of Trustees.

Section 6.1 – Executive Committee

The Executive Committee shall be composed of five members: the President, Immediate Past-President, Vice President, Treasurer, and Secretary. The President shall preside over the Executive Committee. The Executive Committee, subject to the policies and regulations established by the Board of Trustees, shall act on behalf of the Board of Trustees between meetings. Where necessary, or as directed by the Board of Trustees, it shall be empowered to conduct and manage the Federation’s normal activities and exercise all powers, except for the power to amend the Articles of Incorporation and Bylaws, in accordance with the policies and regulations established by the Board of Trustees and shall report any actions taken to the Board for ratification at the Board’s next meeting.

Executive Committee decisions are made by a majority vote with a quorum present. A quorum constitutes a majority of the Executive Committee.

Section 6.2 – Finance Committee

The Finance Committee shall be responsible for assisting the President in making recommendations to the Board of Trustees for the financial integrity and all other aspects of the financial condition of the Federation. It shall also be responsible for overseeing all Federation accounts and the funds flow process. The Committee shall be responsible for the maintenance and oversight of the Board-established financial policies and procedures, and engaging external auditors as necessary and appropriate.

Section 6.3 – Campaign Committee

The Campaign Committee shall be responsible for the annual campaign and for overseeing the pledge process and for supporting the fulfillment of the pledges made to the annual campaign. The committee should be composed of, at minimum, two co-chairs.

Section 6.4 – Nomination Committee

The Nominations Committee shall be chaired by the Immediate Past President and shall be responsible for nominating persons to fill Board and Officer positions at the Annual Members Meeting. Ideally, the Nominations Committee would be composed of at least three individuals.

Section 6.5—Ad Hoc Advisory Committee

The Advisory Committee shall consist of no more than two ex-officio individuals. These will not be voting members of the board and will only be called up for meetings when a specific invitation is made.

Section 6.6—Personnel Committee

The Personnel Committee shall be responsible for conducting performance reviews of the Executive Director twice per year. Members or lay board members who have concerns about the ED should be raised with this committee and appropriate discussions or actions shall be recommended to the Board of Trustees for approval. Ideally, the Personnel Committee would be composed of at least three individuals.

ARTICLE VII EXECUTIVE DIRECTOR

The Board of Trustees shall hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall administrative supervision of the Federation’s employees, and responsibility for the operations of the Federation. The Executive Director shall direct the day-to-day operations of the Federation and perform such other duties as may be directed by the President or Board of Trustees.

No other officer, Executive Committee member, or member of the Board of Trustees may individually instruct the Executive Director or any other employee. The Executive Director shall be an Ex-Officio member without vote on all Federation committees.

The Executive Director may be hired at any meeting of the Board of Trustees by a majority vote of a duly constituted quorum. The Executive Director may be removed at any meeting of the Board of Trustees in accordance with the policies and procedures established by the Board of Trustees and in compliance with the terms of the contract between the Board of Trustees and the Executive Director. In the event of a vacancy in the Executive Director position, the President (or the President’s designee, subject to approval of the Board), shall execute the powers and duties of the Executive Director.

Article VIII

COLUMBIA JEWISH COMMUNITY COUNCIL

The Columbia Jewish Community Council ("Council") shall be established as a Federation entity. The Council shall be composed of a representative from each of the Federation’s Affiliate Agencies and other entities as determined by the Board of Trustees. It is recommended that the Council has a minimum of one formal representative from each agency. This Council is to be chaired by the Executive Director. Its purpose is to develop, promote, and enhance the vitality of Affiliate Agencies and Jewish life in the Columbia area. The Council will make recommendations and provide reports to the Federation’s Board of Trustees in support of the Federation’s mission and vision, specifically to have a “thriving Jewish community.” The Council will convene, at minimum, four times a year. 

ARTICLE IX JEWISH FAMILY SERVICE

Federation shall maintain Jewish Family Service (JFS), whose purpose shall be to provide a range of mission-based social services, individual and group counselling, and relief and social programs consistent with Jewish values and to meet the needs of individuals and families within the Jewish community of the Columbia metropolitan area who seek such services.

ARTICLE X

JEWISH COMMUNITY RELATIONS COUNCIL

The Federation shall maintain a Jewish Community Relations Council ("JCRC"), whose purpose is to develop and help implement public relations policies. The JCRC shall work to strengthen ties among Jews and non-Jews in the community, while also educating Jews and non-Jews on issues impacting local, national, and international Jewish communities.

ARTICLE XI

TAX-EXEMPT STATUS

In order that the Federation may enjoy tax-exempt status and the benefits of licensing and accreditation to implement the purposes for which it has been chartered, it shall discharge its duties in full compliance with all applicable Federal, State, and local laws, rules, and regulations, including, without limitation, all provisions of the United States Internal Revenue Code dealing with the tax-exempt status of the Corporation. No part of any earnings or revenues of the Federation shall in any case inure to the benefit of the donor, trustee, or officer of the Federation.

ARTICLE XII INDEMNIFICATION

Federation shall indemnify anyone and all corporate agents, as such terms are defined in SC Code Ann. Section 33-8-520, to the fullest extent permitted by law.

Federation hereby consents to the indemnification of every Trustee or other person undertaking any liability on behalf of the Federation, and their heirs, executors and administrators, and estate and effects, respectively, shall forever be indemnified and saved harmless, out of funds of the Corporation, for:

1. All costs, charges, and expenses whatsoever which such Trustee, Officer, or other person sustains or incurs in or about any action, suit, or proceeding which is brought, commenced, or prosecuted against in respect of any act, deed, matter, or thing whatsoever made, done, or permitted in or about the execution of the duties of office or in respect of any such liability.

1. All other costs, charges, and expenses sustained or incurred in or about or in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by intentional wrongful act.
2. The Corporation shall maintain and always keep current Directors Liability Insurance.

ARTICLE XIII AMENDMENTS

These Bylaws, and the activities of the Federation, are subject to the provisions of the South Carolina Non-Profit Corporation Act and the provisions of the Certificate of Incorporation of the Federation, as the same may have been or may hereafter be amended. If any provision of these Bylaws is inconsistent with the provisions of the Act and/or those of the Certificate of Incorporation, the provisions of the Act or the Certification of Incorporation, as appropriate, shall govern.

Section 13.1 – Process for Amendments

These Bylaws may be amended as follows:

1. Amendment by the Board of Trustees
   1. (A) A copy of any proposed amendment shall be submitted to all members of the Board at least ten (10) days prior to the meeting at which the amendment is to be considered;
   2. (B) Amendments must be approved by a two-thirds (2/3) vote of the membership of the Board of Trustees;
   3. (C) Any amendments passed by the Board of Trustees during the period from the previous Annual Members’ Meeting must be presented for ratification at the Annual or a specially called Member’s Meeting; &
   4. (D) Any amendment passed by the Board of Trustees will be considered to be ratified by the Annual or specially called Members’ Meeting unless three-fourths or more of the members present vote not to ratify it.

1. Amendment by the Members at the Annual Members’ Meeting

2.2 (A) A copy of any proposed amendment shall be submitted to all members of the Federation at least ten (10) days prior to the Annual or specially called Members’ Meeting at which the amendment is to be considered; &

2.2 (B) Amendments must be approved by three-quarters of the members present at the Members' meeting.

ARTICLE XIV DISSOLUTION

In the event of the dissolution of the Federation, all funds and assets following the discharge of all liabilities shall be distributed as decided by the Board of Trustees and in compliance with SC Code Ann. 33-31-155.

ARTICLE XV RULES OF ORDER